Exhibit 10.6

LOWE'S COMPANIES, INC.

DIRECTORS' DEFERRED COMPENSATION PLAN

Effective July 1, 1994

TABLE OF CONTENTS

Section Page

1. PURPOSE............................................................. 1

2. DEFINITIONS......................................................... 1

3. PARTICIPATION....................................................... 3

4. VESTING............................................................. 3

5. DEFERRAL ELECTION................................................... 3

6. EFFECT OF NO ELECTION............................................... 4

7. DEFERRED CASH BENEFITS.............................................. 4

8. DEFERRED STOCK BENEFITS............................................. 4

9. DISTRIBUTIONS....................................................... 5

10. COMPANY'S OBLIGATION................................................ 5

11. CONTROL BY PARTICIPANT.............................................. 6

12. CLAIMS AGAINST PARTICIPANT'S DEFERRED BENEFITS...................... 6

13. AMENDMENT OR TERMINATION............................................ 6

14. NOTICES............................................................. 6

15. WAIVER.............................................................. 6

16. CONSTRUCTION........................................................ 6

1. PURPOSE. The Lowe's Companies, Inc. Directors' Deferred Compensation Plan (the "Plan"), is intended to constitute a deferred compensation plan for corporate directors' fees.

2. DEFINITIONS. The following definitions apply to this Plan and to the Deferral Election Forms.

(a) Beneficiary or Beneficiaries means a person or persons or other entity designated on a Beneficiary Designation Form by a Participant as allowed in subsection 9(c) of this Plan to receive Deferred Benefit payments. If there is no valid designation by the Participant, or if the designated Beneficiary or Beneficiaries fail to survive the Participant or otherwise fail to take the Deferred Benefit, the Participant's Beneficiary is the first of the following who survives the Participant: a Participant's spouse (the person legally married to the Participant when the Participant dies); the Participant's children in equal shares; and the Participant's estate.

(b) Beneficiary Designation Form means a form acceptable to the Chairman of the Committee or his designee used by a Participant according to this Plan to name his Beneficiary or Beneficiaries who will receive all Deferred Benefit payments under this Plan if he dies.

(c) Board means the board of directors of the Company.

(d) Committee means the Independent Directors Compensation Committee.

(e) Committee Fees means the portion of a Director's Compensation that is payable in cash for his service on committees of the Board, according to the Company's established rules and procedures for compensating Directors.

(f) Company means Lowe's Companies, Inc. and any successor business by merger, purchase, or otherwise that maintains the Plan.

(g) Compensation means a Director's Committee Fees and Retainer Fees for the Deferral Year.

(h) Deferral Election Form means a document governed by the provisions of section 5 of this Plan, including the related Beneficiary Designation Form that applies to all of that Participant's Deferred Benefits under the Plan.

(i) Deferral Year means a calendar year for which a Director has an operative Deferral Election Form.

(j) Deferred Benefit means either a Deferred Cash Benefit or a Deferred Stock Benefit under the Plan for a Participant who has submitted an operative Deferral Election Form pursuant to section 5 of this Plan.

(k) Deferred Cash Account means that bookkeeping record established for each Participant who elects a Deferred Cash Benefit under this Plan. A Deferred Cash Account is established only for purposes of measuring a Deferred Cash Benefit and not to segregate assets or to identify assets that may or must be used to satisfy a Deferred Cash Benefit. A Deferred Cash Account will be credited with the Participant's Compensation deferred according to a Deferral Election Form and according to section 7 of this Plan. A Deferred Cash Account will be credited periodically with amounts based upon interest rates established under subsection 7 of this Plan.

(l) Deferred Cash Benefit means the Deferred Cash Benefit elected by a Participant under section 5 that results in payments governed by sections 7 and 9.

(m) Deferred Stock Account means that bookkeeping record established for each Participant who elects a Deferred Stock Benefit under this Plan. A Deferred Stock Account is established only for purposes of measuring a Deferred Stock Benefit and not to segregate assets or to identify assets that may or must be used to satisfy a Deferred Stock Benefit. A Deferred Stock Account will be credited with the Participant's Compensation deferred as a Deferred Stock Benefit according to a Deferral Election Form and according to section 8 of this Plan. A Deferred Stock Account will be credited periodically with amounts determined by the Committee under subsection 8 of this Plan.

(n) Deferred Stock Benefit means the Deferred Benefit elected by a Participant under section 5 that results in payments governed by sections 8 and 9.

(o) Directors means those duly elected members of the Board who are not employees of the Company.

(p) Election Date means the date established by this Plan as the date before which a Director must submit a valid Deferral Election Form to the Committee. A separate election will be made for each calendar year. Directors will be eligible to defer their Compensation payable for the third and fourth calendar quarters of 1994. The deferral election for 1994 Compensation must be made on or before July 1, 1994. For each Deferral Year other than 1994, the Election Date is December 31 of the calendar year preceding the calendar year in which the Compensation otherwise would be payable following the date that he becomes a Director. Despite the three preceding sentences, the Committee may set an earlier date as the Election Date for any Deferral Year. An individual who becomes a Director during a Deferral Year may defer Compensation that would otherwise be payable in the following calendar year by submitting a valid Deferral Election Form by the applicable Election Date described in the preceding sentences.

(q) Participant, with respect to any Deferral Year, means a Director whose Deferral Election Form is operative for that Deferral Year according to section 5 of this Plan.

(r) Plan means the Lowe's Companies, Inc. Directors' Deferred Compensation Plan.

(s) Retainer Fee means that portion of a Director's Compensation that is payable in cash and that is fixed and paid without regard to his service on committees.

(t) Terminate, Terminating, or Termination, with respect to a Participant, mean cessation of his relationship with the Company as a Director whether by death, disability or severance for any other reason. Unless the Committee determines otherwise in it sole discretion, Terminate, Terminating, or Termination do not include situations where the Participant becomes employed by the Company or one of its subsidiaries.

3. PARTICIPATION. A Director becomes a Participant for any Deferral Year by filing a valid Deferral Election Form according to section 5 on or before the Election Date for that Deferral Year, but only if his Deferral Election Form is operative according to section 5.

4. VESTING. Each Participant is immediately and fully vested in amounts deferred under the program. Each Participant is also immediately and fully vested on the "earnings" credited to his or her account.

5. DEFERRAL ELECTION. A deferral election is valid when a Deferral Election Form is completed, signed by the electing Director, and received by the Committee Chairman. Deferral elections are governed by the provisions of this section.

(a) A Participant may elect a Deferred Benefit for any Deferral Year if he is a Director at the beginning of that Deferral Year or becomes a Director during that Deferral Year.

(b) Before each Deferral Year's Election Date, each Director will be provided with a Deferral Election Form and a Beneficiary Designation Form. Under the Deferral Election Form for a single Deferral Year, a Participant may elect on or before the Election Date to defer the receipt of all, but not less than all, of his Compensation for the Deferral Year that will be earned and payable after the Election Date.

(c) A Participant may complete a Deferral Election Form for either a Deferred Cash Benefit or a Deferred Stock Benefit for amounts deferred from his Compensation. Alternatively, a Participant may complete a Deferral Election Form that provides that amounts deferred from his Compensation will be allocated between a Deferred Cash Benefit and a Deferred Stock Benefit in 25% multiples.

(d) A Participant may not elect to convert a Deferred Cash Benefit to a Deferred Stock Benefit. A Participant may not elect to convert a Deferred Stock Benefit to a Deferred Cash Benefit.

(e) If it does so before the last business day of the Deferral Year, the Committee may reject any Deferral Election Form, and the Committee is not required to state a reason for any rejection. However, the Committee's rejection of any Deferral Election Form must be based upon action taken without regard to any vote of the Director whose Deferral Election Form is under consideration, and the Committee's rejections must be made on a uniform basis with respect to similarly situated Directors. If the Committee rejects a Deferral Election Form, the Director must be paid the amounts he would then have been entitled to receive if he had not submitted the rejected Deferral Election Form.

(f) A Director may not revoke a Deferral Election Form after the Deferral Year begins. Any revocation before the beginning of the Deferral Year is the same as a failure to submit a Deferral Election Form. Any writing signed by a Director expressing an intention to revoke his Deferral Election Form and delivered to a member of the Committee before the close of business on the relevant Election Date is a revocation.

6. EFFECT OF NO ELECTION. A Director who has not submitted a valid Deferral Election Form to the Committee on or before the relevant Election Date may not defer his Compensation for the Deferral Year under this Plan. A decision to defer or not to defer one year's cash Compensation will not affect a Director's previous deferrals or his or her ability to defer future years' cash Compensation.

7. DEFERRED CASH BENEFITS. Deferred Cash Benefits will be set up in a Deferred Cash Account for each Participant and credited with interest at Wachovia Bank and Trust Company's prime rate plus 1%, adjusted each quarter. Deferred Cash Benefits are credited to the applicable Participant's Deferred Cash Account as of the day they would have been paid but for the deferral. Interest is credited on the first day of each month based on the Deferred Cash Account balance at the end of the preceding day.

8. DEFERRED STOCK BENEFITS. Participants' Deferred Stock Benefits are governed by this section.

(a) Deferred Stock Benefits shall be credited to a Deferred Stock Account as of the date on which the Compensation would have been paid. A Deferred Stock Account shall be credited with the number of whole and fractional shares of Company common stock that a Participant could have purchased with amounts deferred from his Compensation based on the closing price of Company common stock on the New York Stock Exchange on the day on which the deferred Compensation would have been paid. The value of a Deferred Stock Account on any date shall be the value of the Company common stock (whole and fractional shares) credited to the account based on the immediately preceding closing price of Company common stock on the New York Stock Exchange.

(b) A Deferred Stock Account also shall be credited with any dividends that would have been paid on the whole shares of Company common stock credited to the account. A Deferred Stock Account shall be credited with the number of whole and fractional shares of Company common stock that a Participant could have purchased with such dividends based on the closing price of the Company common stock on the day before such dividends are credited to the account.

9. DISTRIBUTIONS.

(a) All distributions will be made as soon as practicable after a Participant ceases to be a Director for any reason; provided, however, that no distributions will be made until at least six months following the last date that deferred Compensation is credited to a Participant's Deferred Stock Account.

(b) All Deferred Cash Benefits and all Deferred Stock Benefits, less withholding for applicable income and employment taxes, shall be paid in a single sum in cash. A Deferred Cash Benefit will equal the balance standing to the credit of the Participant in his Deferred Cash Account on the first day of the month in which the distribution is paid. A Deferred Stock Benefit will equal the fair market value of the Company common stock credited to the Participant's account on the first day in which the distribution is paid. The fair market value of the Company common stock credited to the Participant's Deferred Stock Account will be the closing price of the Company stock on the first day of the month in which the distribution is made. Amounts payable on account of the death of a Director will be paid to the Beneficiary designated by the Director.

(c) Deferred Benefits may not be assigned by a Participant or Beneficiary. A Participant may use only one Beneficiary Designation Form to designate one or more Beneficiaries for all of his Deferred Benefits under the Plan; such designations are revocable. Each Beneficiary will receive his portion of the Participant's Deferred Benefit as soon as practicable following the Participant's death.

10. COMPANY'S OBLIGATION. The Plan is unfunded. The Company shall not be required to segregate any assets that at any time may represent a Deferred Benefit. Any liability of the Company to a Participant or Beneficiary under this Plan shall be based solely on any contractual obligations that may be created pursuant to this Plan. No such obligation of the Company shall be deemed to be secured by a pledge of, or other encumbrance on, any property of the Company.

11. CONTROL BY PARTICIPANT. A Participant has no control over Deferred Benefits except according to his Deferral Election Forms and his Beneficiary Designation Form.

12. CLAIMS AGAINST PARTICIPANT'S DEFERRED BENEFITS. A Deferred Cash Account and a Deferred Stock Account relating to a Participant under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so is void. A Deferred Benefit is not subject to attachment or legal process for a Participant's debts or other obligations. Nothing contained in this Plan gives any Participant any interest, lien, or claim against any specific asset of the Company. A Participant or his Beneficiary has no rights other than as a general creditor of the Company.

13. AMENDMENT OR TERMINATION. Except as otherwise provided in this section, this Plan may be altered, amended, suspended, or terminated at any time by the Board. No amendment or termination may adversely affect any Participant's rights under the program without his or her consent. Notwithstanding the preceding sentence, if any amendment to the Plan, subsequent to the date the Plan becomes effective, adversely affects Deferred Benefits elected hereunder, after the effective date of any such amendment, and the Internal Revenue Service declines to rule favorably on any such amendment or to rule favorably only if the Board makes amendments to the Plan not acceptable to such Board, the Board, in its sole discretion, may accelerate the distribution of part or all of the amounts attributable to affected Deferred Benefits due Participants and Beneficiaries hereunder.

14. NOTICES. Notices and elections under this Plan must be in writing. A notice or election is deemed delivered if it is delivered personally or if it is mailed by registered or certified mail to the person at his last known business address.

15. WAIVER. The waiver of a breach of any provision in this Plan does not operate as and may not be construed as a waiver of any later breach.

16. CONSTRUCTION. This Plan is created, adopted, and maintained according to the laws of the State of North Carolina (except its choice-of-law rules). It is governed by those laws in all respects. Headings and captions are only for convenience; they do not have substantive meaning. If a provision of this Plan is not valid or not enforceable, that fact in no way affects the validity or enforceability of any other provision. Use of one gender includes all, and the singular and plural include each other.

DECEMBER 9, 1994
AMENDMENTS TO THE
LOWE'S COMPANIES, INC. 1994 INCENTIVE PLAN

Effective December 9, 1994, the Lowe's Companies, Inc. 1994 Incentive Plan (the "Plan") was amended as follows:

a. The phrase "that is an incentive stock option" was deleted from section 6.02.

b. Section 8.02 was amended to read as follows:

8.02. Vesting. A Participant's rights in the Stock Award shall be nontransferable and forfeitable for a period of time set forth in the Agreement. Unless the Stock Award will become transferable and nonforfeitable on account of performance objectives prescribed by the Administrator, the period of restrictions shall not be less than three years.

c. Article XIII was amended to add a comma after the word "Plan" and to delete the word "or" in the fourth line of that Article and to add the following language at the end of the first sentence:

(iii) the amendment would materially increase the benefits under any outstanding Stock Award, Option, STAR, or Incentive Award or
(iv) the amendment affects the terms of any outstanding Stock Award, Option, STAR or Incentive Award in a manner that, to a material extent, makes it more likely that a benefit will be earned, paid or retained under such grant or award.

SEPTEMBER 17, 1998
AMENDMENTS TO THE
LOWE'S COMPANIES, INC. 1994 INCENTIVE PLAN

On September 17, 1998, the Plan was amended as follows:

a. A new section 1.12, entitled "Deferred Stock Benefit," was added to the Plan and reads as follows:

1.12. Deferred Stock Benefit means "Deferred Stock Benefit" as defined in section 2(h) of the Program.

b. A new section 1.20, entitled "Program," was added to the Plan and reads as follows:

1.20. Program means the Lowe's Companies, Inc.Deferred Compensation Program, set forth as Exhibit I hereto.

c. The remaining sections of Article I were renumbered accordingly.

d. The second sentence of Article II was amended to read as follows:

The Plan is intended to permit the grant of Stock Awards, STARs, the grant of both Options qualifying under Section 422 of the Code ("incentive stock options") and Options not so qualifying, the grant of Incentive Awards, and the deferral of income in accordance with the Program.

e. The fifth sentence of Article III was amended to read as follows:

In addition, the Administrator shall have complete authority to interpret all provisions of this Plan; to prescribe the form of Agreements and documents used in connection with the Program; to adopt, amend, and rescind rules and regulations pertaining to the administration of the Plan; and to make all other determinations necessary or advisable for the administration of this Plan.

f. The following sentence was added at the end of Section 5.01:

On the distribution of Deferred Stock Benefits, the Company may issue shares of Common Stock from its authorized but unissued Common Stock

g. Section 5.02 was amended to read as follows:

The maximum aggregate number of shares of Common Stock that may be issued under this Plan (including shares of Common Stock issued under the Plan as in effect before January 31, 1994 and after giving effect to the March 16, 1994 two-for-one stock split) is 5,000,000 shares, subject to adjustment as provided in Article X such that 2,423,640 shares of Common Stock will be available for issuance under Options and Stock Awards granted on and after January 31, 1994, or as the portion of a Deferred Stock Benefit that represents forfeited or deferred shares of Common Stock subject to such Options and Stock Awards, or as earnings on any shares of Common Stock deferred or forfeited under the Program. Subject to the limitation set forth in the preceding sentence, the maximum aggregate number of shares that may be issued under this Plan as Stock Awards (or as the portion of a Deferred Stock Benefit that represents forfeited shares of Common Stock subject to such awards) is 1,000,000 shares, subject to adjustment as provided in Article X. Shares of Common Stock issued in settlement of a Deferred Stock Benefit, and the shares of Common Stock subject to the Option or Stock Award (or portion thereof) with respect to which such Deferred Stock Benefit was earned or elected, shall be counted toward the foregoing limits only once (even in the case of shares subject to a Stock Award that are canceled in connection with a Deferred Stock Benefit); provided, however, that shares of Common Stock issued in settlement of a Deferred Stock Benefit that constitute earnings on deferred or forfeited shares of Common Stock shall be counted separately toward the foregoing limits.

h. Section 5.03 was amended to read as follows:

If an Option is terminated, in whole or in part, for any reason other than its exercise (including an exercise that results in a Deferred Stock Benefit), the number of shares of Common Stock allocated to the Option or portion thereof may be reallocated to other Options and Stock Awards to be granted under this Plan and to the settlement of Deferred Stock Benefits. If a Stock Award is forfeited, in whole or in part, for any reason (other than a cancellation that results in a Deferred Stock Benefit), the number of shares of Common Stock allocated to the Stock Award or portion thereof may be reallocated to other Options and Stock Awards to be granted under this Plan, and to the settlement of Deferred Stock Benefits. If a Deferred Stock Benefit is forfeited, in whole or in part, the number of shares of Common Stock allocated to the Deferred Stock Benefit or portion thereof may be reallocated to other Options and Stock Awards to be granted under this Plan, and to the settlement of other Deferred Stock Benefits.

i. Article X was amended to read as follows:

The maximum number of shares as to which Options and Stock Awards may be granted under this Plan and the maximum number of shares that may be distributed as Deferred Stock Benefits shall be proportionately adjusted, and the terms of outstanding Stock Awards, Options, STARs (including any limitation on the maximum amount payable under a STAR award) and undistributed Deferred Stock Benefits, and the per individual limitations on the number of shares or Units for which Options, STARs, and Stock Awards may be granted shall be adjusted as the Committee shall determine to be equitably required, in the event that (a) the Company (i) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Section 424 of the Code applies or (b) there occurs any other event which, in the judgment of the Committee, necessitates such action. Any determination made under this Article X by the Committee shall be final and conclusive.

The issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the maximum number of shares as to which Options and Stock Awards may be granted or the maximum number of shares that may be distributed as Deferred Stock Benefits; the per individual limitations on the number of shares or Units for which Options, STARs and Stock Awards may be granted; or the terms of outstanding Stock Awards, Options or SARs or undistributed Deferred Stock Benefits.

The Committee may make Stock Awards and may grant Options and STARs in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or an Affiliate in connection with a transaction described in the first paragraph of this Article X. Notwithstanding any provision of the Plan (other than the limitation of Article V), the terms of such substituted Stock Awards or Option or STAR grants shall be as the Committee, in its discretion, determines is appropriate.

j. The following sentence was added at the end of Article XIII:

No amendment shall, without the consent of a Program Participant (as defined in the Program) adversely affect any rights of such Program Participant under the Program as in effect at the time such amendment is made, unless such amendment is made in accordance with section 12 of the Program.

k. The following sentence was added at the end of Article XIV:

The Program shall remain in effect until all Deferred Stock Accounts (as defined in the Program) have been distributed in full, unless sooner terminated by the Board in accordance with section 12 of the Program.

l. The Lowe's Companies, Inc. Deferred Compensation Program attached hereto as Exhibit I was added to the Plan as Exhibit I.

Exhibit I

LOWE'S COMPANIES, INC.
1994 INCENTIVE PLAN

LOWE'S COMPANIES, INC.

DEFERRED COMPENSATION PROGRAM

                               TABLE OF CONTENTS
SECTION                                                            PAGE

1. PURPOSE                                                           5
2. DEFINITIONS                                                       5
3. PARTICIPATION                                                     7
4. DEFERRAL ELECTION                                                 7
5. EFFECT OF NO ELECTION                                             8
6. DEFERRED STOCK BENEFITS                                           8
7. DISTRIBUTIONS                                                     9
8. HARDSHIP DISTRIBUTIONS                                           11
9. COMPANY'S OBLIGATION                                             12
10. CONTROL BY PROGRAM PARTICIPANT                                  12
11. CLAIMS AGAINST PROGRAM PARTICIPANT'S DEFERRED BENEFITS          12
12. AMENDMENT OR TERMINATION                                        12
13. NOTICES                                                         12
14. WAIVER                                                          13
15. CONSTRUCTION                                                    13

1. PURPOSE.

The Program is intended to constitute a deferred compensation plan for a select group of management and highly compensated employees of the Company and its Affiliates.

2. DEFINITIONS.

The following definitions apply to this Program and to the Deferral Election Forms. All capitalized terms not defined in this section 2 shall have the same meaning as given them in the Company's 1994 Incentive Plan, of which this Program is a part.

(a) Beneficiary or Beneficiaries means a person or persons or other entity designated on a Beneficiary Designation Form by a Program Participant as allowed in section 7(d) to receive a Deferred Benefit. If there is no valid designation by the Program Participant, or if the designated Beneficiary or Beneficiaries fail to survive the Program Participant or otherwise fail to take the benefit, the Program Participant's Beneficiary is the first of the following who survives the Program Participant: a Program Participant's spouse (the person legally married to the Program Participant when the Program Participant dies); the Program Participant's children in equal shares; and the Program Participant's estate.

(b) Beneficiary Designation Form means a form acceptable to the Administrator or its designee used by a Program Participant according to this Program to name his Beneficiary or Beneficiaries who will receive his Deferred Benefits under this Program if he dies.

(c) Compensation means either of the following types of compensation:
an Eligible Employee's Stock Award and Nonqualified Option Gain.

(d) Deferral Election Form means a document governed by the provisions of section 4 of this Program, including the portion that is the Distribution Election Form and the related Beneficiary Designation Form that applies to all of that Program Participant's Deferred Benefits under the Program.

(e) Deferral Year means a calendar year for which an Eligible Employee has an operative Deferral Election Form or in which a Mandatory Deferred Benefit is earned.

(f) Deferred Benefit means either a Mandatory Deferred Benefit, or the benefit elected by a Program Participant under section 4 of this Program, that results in payments governed by sections 6 and 7.

(g) Deferred Stock Account means that bookkeeping record established for each Program Participant who elects or earns a Deferred Stock Benefit attributable to deferred Stock Awards or Nonqualified Option Gain under this Program. A Deferred Stock Account is established only for purposes of measuring a Deferred Stock Benefit and not to segregate assets or to identify assets that may or must be used to satisfy a Deferred Stock Benefit. A Deferred Stock Account will be credited with the Program Participant's Compensation deferred according to a Deferral Election Form and with Mandatory Deferred Benefits attributable to forfeited Stock Awards, according to section 6(a) or (b) of this Program. A Deferred Stock Account will be credited periodically with amounts determined under section 6(c) of this Program.

(h) Deferred Stock Benefit means the Deferred Benefit elected by a Program Participant under section 4 or earned under section 6(b) that results in payments governed by sections 6 and 7.

(i) Distribution Election Form means that part of a Deferral Election Form used by a Program Participant according to this Program to establish the duration of deferral and the frequency of payments of a Deferred Stock Benefit. If a Program Participant has no Distribution Election Form that is operative according to section 4 of this Program, distribution of his Deferred Stock Benefit is governed by section 7 of this Program.

(j) Election Date means the date established by this Program as the date before which an Eligible Employee must submit a valid Deferral Election Form to the Administrator. For each Deferral Year, the Election Date is December 31 of the preceding calendar year. However, for an individual who becomes an Eligible Employee during a Deferral Year, the Election Date is the thirtieth day following the date that he becomes an Eligible Employee. For Compensation that is payable or that could become vested or earned in 1998, the Election Date is the thirtieth day after the Board adopts this Program as a Plan amendment. Despite the preceding sentences, the Administrator may set an earlier date as the Election Date for any Deferral Year.

(k) Eligible Employee means an employee of the Company or an Affiliate who is a member of a select group of management or a highly compensated employee (as such terms are used in Section 201(2) of

the Employee Retirement Income Security Act of 1974), and who is designated by the Administrator as an individual who is eligible to elect a Deferred Benefit under section 4 or who earns a Mandatory Deferred Benefit under section 6(b). Once an individual is designated by the Administrator as an individual who is eligible to elect a Deferred Benefit under section 4, such employee shall continue to be an Eligible Employee until the date he is no longer a member of a select group of management or a highly compensated employee or the date the Administrator declares he that is no longer entitled to elect a Deferred Benefit.

(l) Mandatory Deferred Benefit means a Deferred Benefit earned by a Program Participant in accordance with section 6(b) that results in payments governed by sections 6 and 7 of this Program.

(m) Nonqualified Option Gain means gain attributable to the exercise of Options not intended to qualify under Code section 422, stated as a number of whole shares of Common Stock, where the Option price is paid by the surrender of shares of Common Stock that have been held by the Program Participant for at least six months.

(n) Program Participant means, with respect to any Deferral Year, an Eligible Employee whose Deferral Election Form is operative, or who has earned a Mandatory Deferred Benefit, for that Deferral Year.

(o) Terminate, Terminating, or Termination, with respect to a Program Participant, means cessation of his relationship with the Company and its Affiliates as an employee whether by death, disability or severance for any other reason.

3. PARTICIPATION.

An Eligible Employee becomes a Program Participant for any Deferral Year by filing a valid Deferral Election Form according to section 4 on or before the Election Date for that Deferral Year, but only if his Deferral Election Form is operative according to section 4. An Eligible Employee also becomes a Program Participant for any Deferral Year if a Mandatory Deferred Benefit is earned for that year in accordance with section 6(b).

4. DEFERRAL ELECTION.

A deferral election is valid when a Deferral Election Form is completed, signed by the electing Eligible Employee, and received by the Administrator. Deferral elections are governed by the provisions of this section.

(a) A Program Participant may elect a Deferred Benefit for any Deferral Year if he is an Eligible Employee at the beginning of that Deferral Year or becomes an Eligible Employee during that Deferral Year.

(b) Before each Election Date for a Deferral Year, each Eligible Employee will be provided with a Deferral Election Form and a Beneficiary Designation Form. Under the Deferral Election Form or Forms for a single Deferral Year, an Eligible Employee may elect on or before the Election Date to defer the receipt of all or part of his (i) Stock Awards that may vest during or after the Deferral Year (specifying 100 or more whole shares subject to the election); or
(ii) Nonqualified Option Gain (specifying the Option, and 100 or more whole shares of Common Stock, or a percentage of Nonqualified Option Gain, subject to the election). The Compensation described in the preceding sentence must be earned and payable after the Election Date.

(c) A Distribution Election Form is part of the Deferral Election Form on which it appears or to which it states that it is related. A Program Participant may file one Distribution Election Form for all of his Deferred Benefits at the time he files his initial Deferral Election Form. In its sole discretion, the Administrator may allow a Program Participant to change his Distribution Election Form or file a Distribution Election Form after the time he files his initial Deferral Election Form, in accordance with section 7(b) and any other procedures established by the Administrator. The provisions of section 7 of this Program apply to a Program Participant's Deferred Benefits under this Program if there is no operative Distribution Election Form for that Program Participant.

(d) If it does so before the last business day of the Deferral Year, the Administrator may reject any Deferral Election Form or any Distribution Election Form or both, and the Administrator is not required to state a reason for any rejection. The Administrator may modify any Distribution Election Form at any time to the extent necessary to comply with any federal securities laws or regulations. The Administrator's rejections must be made on a uniform basis with respect to similarly situated Eligible Employees. If the Administrator rejects a Deferral Election Form, the Eligible Employee must be paid the amounts he would have been entitled to receive if he had not submitted the rejected Deferral Election Form.

(e) An Eligible Employee may not revoke a Deferral Election Form or a Distribution Election Form after the applicable Election Date. Any revocation before the applicable Election Date is the same as a failure to submit a Deferral Election Form or a Distribution Election Form. Any writing signed by an Eligible Employee expressing an intention to revoke his Deferral Election Form or

Distribution Election Form and delivered to the Administrator before the close of business on the relevant Election Date is a revocation.

5. EFFECT OF NO ELECTION.

An Eligible Employee who has not submitted a valid Deferral Election Form to the Administrator on or before the relevant Election Date may not defer such Compensation for the Deferral Year under this Program. The Deferred Benefit of an Eligible Employee who submits a valid Deferral Election Form but fails to submit a valid Distribution Election Form with his initial Deferral Election Form or who otherwise has no valid Distribution Election Form is governed by section 7 of this Program.

6. DEFERRED STOCK BENEFITS.

(a) All Deferred Benefits, i.e., those attributable to deferred Stock Awards (including Mandatory Deferred Benefits earned with respect to forfeited Stock Awards under section 6(b)) and to Nonqualified Option Gain, shall be Deferred Stock Benefits. Deferred Stock Benefits will be set up in a Deferred Stock Account and credited with earnings as described in section 6(c). Deferred Stock Benefits will be credited as follows: (i) Stock Award deferrals (other than Mandatory Deferred Benefits) will be credited on the day following the Election Date; (ii) Mandatory Deferred Benefits attributable to forfeited Stock Awards will be credited as soon as practicable after the applicable award or portion thereof has been forfeited; and
(iii) Nonqualified Option Gain deferrals will be credited on the day following the date of exercise of the related Option.

(b) A Mandatory Deferred Benefit will be earned by any Program Participant whose applicable employee remuneration, as defined in Code section 162(m)(4), would exceed the limit in Code section 162(m)(1) (taking into account any reduction in applicable employee remuneration required by procedures of the Administrator). Such Mandatory Deferred Benefit shall consist of a credit equal to the portion of a Stock Award that, pursuant to procedures established by the Administrator, was forfeited because its vesting or transferability would have caused the limit in Code section 162(m)
(1) to be exceeded.

(c) A Deferred Stock Account also shall be credited with any dividends that would have been paid on the whole shares of Common Stock credited to the Deferred Stock Account. A Deferred Stock Account shall be credited with the number of whole and fractional shares of Common stock that a Program Participant could have purchased with such dividends based on the Fair Market Value on the day before such

dividends are credited to the account. The Deferred Stock Account shall be credited on the days that dividends are paid on the Common Stock.

(d) The portion of a Program Participant's Deferred Stock Benefit attributable to Nonqualified Option Gain, and all Mandatory Deferred Benefits, are immediately and fully vested. The portion of a Program Participant's Deferred Stock Benefit attributable to deferred Stock Awards (or a portion thereof), other than a Mandatory Deferred Benefit, shall become vested as of the date the related Stock Award (or portion thereof) would otherwise have become nonforfeitable and transferable, provided any conditions for vesting set forth in the Agreement relating to the Stock Award are satisfied. To the extent a Program Participant Terminates under circumstances that would allow for continued vesting of a Stock Award, vesting of the related portion of the Program Participant's Deferred Stock Account shall occur on the same basis and shall not be affected by such Termination. Notwithstanding any other provision of this section 6(d), a Program Participant's entire Deferred Stock Benefit shall become fully vested upon a Control Change Date.

7. DISTRIBUTIONS.

(a) According to a Program Participant's Distribution Election Form, but subject to Plan Article V, a Deferred Stock Benefit must be distributed in shares of Common Stock equal to the number of whole shares of Common Stock credited to the Program Participant's Deferred Stock Account on the last day of the month preceding the month of distribution. Cash will be paid in lieu of a fractional share of Common Stock credited to the Program Participant's Deferred Stock Account on the last day of the month preceding the month of distribution.

(b) Except for distributions of Mandatory Deferred Benefits and distributions triggered by a Program Participant's disability, Deferred Benefits will be paid in a lump sum unless the Program Participant's Distribution Election Form specifies annual installment payments over a period of up to 5 years. A Deferred Benefit payable in installments will continue to accrue additional credits under Program section 6(c) on the unpaid balance of a Deferred Stock Account through the end of the month preceding the month of distribution.

If a Program Participant Terminates as a result of his disability, Deferred Benefits will be paid to such Program Participant in annual installments over a period of 5 years commencing on the date his disability is certified by the Administrator unless the Administrator, in his sole discretion, approves a longer or shorter payment period. If, after his Termination as a result of disability, such Program Participant recovers before the balance of his Deferred Stock Account under the Program is exhausted, his distributions will be discontinued and any remaining Deferred Benefits

under the Program will be governed by the provisions of this section and his Distribution Election Form.

Unless otherwise specified in a Program Participant's Distribution Election Form, any lump sum payment will be paid or installment payments will begin to be paid on the March 15 after the Program Participant's sixty-fifth birthday or on the March 15 after the Program Participant's Termination, if earlier. For distributions that would automatically be caused under the preceding sentence by a Program Participant's Termination (other than by death or disability) or for distributions that would otherwise automatically begin because a Program Participant reaches age sixty-five, the Program Participant may elect on his Distribution Election Form that payments are to begin

(i) on the March 15 following his Termination, without regard to his age; or

(ii) on the March 15 following his Termination and his attainment of a specified age; or

(iii) even if the Program Participant does not Terminate, on the March 15 following his attainment of a specified age.

For purposes of these distribution election alternatives, the specified age must be not less than the Program Participant's age two years from the Election Date pertaining to the applicable Deferral Year. With the consent of the Administrator, as described in section 4(c) above, a Program Participant may amend his Distribution Election Form to postpone the commencement of benefit payments if (i) the amendment is approved by the Administrator before the calendar year in which benefit payments are scheduled to begin and (ii) the amended payment date conforms to the requirements of the Program.

(c) Notwithstanding section 7(b), above, to the extent a Program Participant's Deferred Stock Benefit is not yet vested according to section 6(d) at the time distribution is scheduled to occur, because the deferred Stock Award to which such Deferred Stock Benefit or portion thereof is attributable would not yet have vested under the Agreement evidencing the award, distribution shall be delayed until the date specified in the following sentence. Any portion of a Deferred Stock Account that is subject to delayed distribution under the preceding sentence will be distributed on the March 15 next following such vesting date. No distribution will be made, and all or a portion of a Program Participant's Deferred Stock Account will be forfeited to the extent the conditions for vesting specified in the Agreement relating to the deferred Stock Award are

not met, including the Program Participant's Termination under circumstances which would have caused all or a portion of the award to have been forfeited.

(d) Deferred Benefits may not be assigned by a Program Participant or Beneficiary. A Program Participant may use only one Beneficiary Designation Form to designate one or more Beneficiaries for all of his Deferred Benefits under the Program; such designations are revocable. Each Beneficiary will receive his portion of the Program Participant's Deferred Account on the March 15 following the Program Participant's death unless the Beneficiary's request for accelerated payment is approved at the Administrator's discretion under section 8 or unless the Beneficiary's request for a different distribution schedule is received before distributions begin and is approved at the Administrator's discretion. The Administrator may insist that multiple Beneficiaries agree upon a single distribution method.

(e) Notwithstanding any other provision of this section 7, a Program Participant's entire Deferred Stock Account shall be distributed to the Program Participant, or his Beneficiary following his death, as of a Control Change Date.

(f) Mandatory Deferred Benefits will be paid in a single sum no later than the last day of the Company's fiscal year in which the distribution would not result in the Program Participant's applicable employee remuneration, as defined in Code section 162(m)(4), to exceed the limit in Code section 162(m)(1).

8. HARDSHIP DISTRIBUTIONS.

(a) At its sole discretion and at the request of a Program Participant before or after the Program Participant's Termination, or at the request of any of the Program Participant's Beneficiaries after the Program Participant's death, the Administrator may accelerate and pay all or part of any amount attributable to a Program Participant's vested Deferred Benefits under this Program. Accelerated distributions may be allowed only in the event of a financial emergency beyond the Program Participant's or Beneficiary's control and only if disallowance of a distribution would create a severe hardship for the Program Participant or Beneficiary. An accelerated distribution must be limited to the amount determined by the Administrator to be necessary to satisfy the financial emergency.

(b) For purposes of an accelerated distribution under this section, the Deferred Benefit's value is determined by the value of the Deferred Account at the time of the distribution.

(c) A distribution under this section is in lieu of that portion of the Deferred Benefit that would have been paid otherwise. A Deferred Benefit is adjusted for a distribution under this section by reducing the Program Participant's Deferred Account by the amount of the distribution.
9. COMPANY'S OBLIGATION.

The Program is unfunded. A Deferred Benefit is at all times a mere contractual obligation of the Company. A Program Participant and his Beneficiaries have no right, title, or interest in the Deferred Benefits or any claim against them. The Company will not segregate any funds or assets for Deferred Benefits nor issue any notes or security for the payment of any Deferred Benefit.

10. CONTROL BY PROGRAM PARTICIPANT.

A Program Participant has no control over Deferred Benefits except according to his Deferral Election Forms, his Distribution Election Forms, and his Beneficiary Designation Forms.

11. CLAIMS AGAINST PROGRAM PARTICIPANT'S DEFERRED BENEFITS.

A Deferred Stock Account relating to a Program Participant under this Program is not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so is void. Deferred Benefits are not subject to attachment or legal process for a Program Participant's debts or other obligations. Nothing contained in this Program gives any Program Participant any interest, lien, or claim against any specific asset of the Company. A Program Participant or his Beneficiary has no rights to receive Deferred Benefits other than as a general creditor.

12. AMENDMENT OR TERMINATION.

Except as otherwise provided in this section, this Program may be altered, amended, suspended, or terminated at any time by the Board. Except for a termination of the Program caused by the determination of the Board that the laws upon which the Program is based have changed in a manner that negates the Program's objectives, the Board may not alter, amend, suspend, or terminate this Program without the majority consent of all Eligible Employees if that action would result either in a distribution of all Deferred Benefits in any manner other than as provided in this Program or that would result in immediate taxation of Deferred Benefits to Program Participants. Notwithstanding the preceding sentence, if any amendment to the Program, subsequent to the date the Program becomes effective, adversely affects Deferred Benefits elected hereunder, after the effective date of any such amendment, and the Internal Revenue Service declines to

rule

favorably on any such amendment or to rule favorably only if the Board makes amendments to the Program not acceptable to the Board, the Board, in its sole discretion, may accelerate the distribution of part or all amounts attributable to affected Deferred Benefits due Program Participants and Beneficiaries hereunder.

13. NOTICES.

Notices and elections under this Program must be in writing. A notice or election to a Program Participant or Beneficiary is deemed delivered if it is delivered personally or if it is mailed by registered or certified mail to the person at his last known home address. A notice or election to the Company or the Administrator is deemed delivered if it is delivered personally or if it is mailed by registered or certified mail to the Company's executive office.

14. WAIVER.

The waiver of a breach of any provision in this Program does not operate as and may not be construed as a waiver of any later breach.

15. CONSTRUCTION.

This Program is created, adopted, and maintained according to the laws of the State of North Carolina (except its choice-of-law rules). It is governed by those laws in all respects. Headings and captions are only for convenience; they do not have substantive meaning. If a provision of this Program is not valid or not enforceable, that fact in no way affects the validity or enforceability of any other provision. Use of the one gender includes all, and the singular and plural include each other.

DECEMBER 4, 1998
AMENDMENTS TO THE
LOWE'S COMPANIES, INC. 1994 INCENTIVE PLAN

On December 4, 1998, the Lowe's Companies, Inc. 1994 Incentive Plan was amended as follows:

a. A new Article X, entitled "Indemnification," was added to the Plan, in the form attached hereto as Exhibit I, and the remaining Articles and Sections of the Plan were renumbered accordingly.

b. Section 12.04 of the Plan, entitled "Limitation on Awards," was deleted.

Exhibit I
ARTICLE X

INDEMNIFICATION

A Participant shall be entitled to a payment under this Article X if (i) any benefit, payment, accelerated vesting or other right under this Plan constitutes a "parachute payment" (as defined in Code section 280G(b)(2)(A), but without regard to Code section 280G(b)(2)(A)(ii)), with respect to such Participant and (ii) the Participant incurs a liability under Code section 4999. The amount payable to a Participant described in the preceding sentence shall be the amount required to indemnify the Participant and hold him harmless from the application of Code sections 280G and 4999. To effect this indemnification, the Company must pay such Participant an amount sufficient to pay the excise tax imposed on Participant under Code section 4999 with respect to benefits, payments, accelerated vesting and other rights under this Plan and any other plan or agreement and any income, employment, hospitalization, excise or other taxes attributable to the indemnification payment. The benefit payable under this Article X shall be paid in a single cash sum not later than twenty days after the date (or extended filing date) on which the tax return reflecting liability for the Code section 4999 excise tax is required to be filed with the Internal Revenue Service. Notwithstanding the foregoing, to the extent the terms of any other plan or agreement also require that a Participant be indemnified and held harmless from the application of Code sections 280G and 4999, any such indemnification and the amount required to be paid to a Participant under this Article X shall be coordinated so that such indemnification is paid only once, and the Company's obligation under this Article X shall be satisfied to the extent of any such other payment.

Exhibit 10.9

First Supplemental Indenture

Dated as of February 23, 1999

LOWE'S COMPANIES, INC.

and

THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee

First Supplemental Indenture to the Amended and Restated Indenture dated as of December 1, 1995

FIRST SUPPLEMENTAL INDENTURE, dated as of February 23, 1999 (herein called the "Supplemental Indenture"), between LOWE'S COMPANIES, INC., a corporation duly organized and existing under the laws of the State of North Carolina (herein called the "Company"), having its principal office at Highway 268 East, North Wilkesboro, North Carolina 28656, and THE FIRST NATIONAL BANK OF CHICAGO, a national banking association duly organized and existing under the laws of the United States, as Trustee (herein called the "Trustee"),

WITNESSETH:

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Amended and Restated Indenture, dated as of December 1, 1995 (as supplemented and amended from time to time, the "Indenture"), providing for the issuance from time to time of its unsecured unsubordinated debentures, notes or other evidences of indebtedness (herein called the "Securities"), to be issued in one or more series as provided in the Indenture; and

WHEREAS, it is provided in Section 901 of the Indenture that without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee may enter into indentures supplemental thereto (1) to add to, change or eliminate any of the provisions of the Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no such Security Outstanding, (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) and (3) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301 of the Indenture; and

WHEREAS, the Company desires to supplement and amend the Indenture to allow for the issuance of Securities to be initially sold within the United States to U.S. Persons that are Qualified Institutional Buyers and issued in the form of one or more Restricted Global Securities deposited with the Trustee, as custodian for the Depositary, and registered in the name of a nominee of the Depositary; and

WHEREAS, the Company desires to set forth the terms and form of a Restricted Global Security to be sold within the United States to Qualified Institutional Buyers pursuant to Rule 144A to be known as the Company's 6 1/2% Debentures Due March 15, 2029, in an aggregate principal amount of FOUR HUNDRED MILLION DOLLARS ($400,000,000) (herein called the "Rule 144A 6 1/2 Debentures"); and

WHEREAS, the Rule 144A 6 1/2% Debentures and the certificate of authentication to be borne by the Rule 144A 6 1/2% Debentures are to be substantially in the form set forth in Exhibit A hereto; and

NOW, THEREFORE, for consideration, the adequacy and sufficiency of which are hereby acknowledged by the parties hereto, each party agrees as follows, for the benefit of the other parties and for the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE ONE

AMENDMENTS

SECTION 101. Article One of the Indenture shall be amended by inserting in
Section 101 the following new terms with the following definitions in the appropriate alphabetic positions:

"Closing Time" means, with respect to the Rule 144A 6 1/2% Debentures, February 23, 1999, the date of initial issuance of the Securities issued hereunder.

"Exchange Certificate" means a certificate substantially in the form of Exhibit C hereto, as such form may be revised or modified with respect to any series of Securities by a Board Resolution or indenture supplemental hereto creating such series.

"Exchange Securities" means Securities that are issued and exchanged for any series of Restricted Securities in accordance with an Exchange Offer, as provided for in a registration rights agreement related to such series and this Indenture, containing substantially identical terms as such series of Restricted Securities, except that (i) such Exchange Securities shall not contain terms with respect to transfer restrictions and shall be registered under the Securities Act and (ii) certain provisions relating to an increase in the stated rate of interest thereon shall be eliminated.

Exchange Offer" means an offer by the Company to Holders of any series of Restricted Securities to exchange all of such Restricted Securities for Exchange Securities, as provided for in a related registration rights agreement.

"Qualified Institutional Buyer" means a "qualified institutional buyer" as such term is defined in Rule 144A.

"Registration Rights Agreement" means, with respect to the Rule 144A 6 1/2% Debentures, the Registration Rights Agreement dated as of February 23, 1999, among the Company and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and Lehman Brothers Inc., as initial purchasers.

"Restricted Global Security" means Securities initially sold within the United States in reliance on Rule 144A.

"Restricted Physical Security" means any Restricted Security in permanent certificated form.

"Restricted Security" means any Security issued pursuant to an exemption from the Securities Act and bearing a Restrictive Legend.

"Restrictive Legend" has the meaning set forth in Section 204.

"Rule 144A" means Rule 144A under the Securities Act.

"Rule 144A 6 1/2% Debenture" has the meaning set forth in Section 201.

"Securities Act" means the U.S. Securities Act of 1933, as amended.

"Shelf Registration Statement" means, with respect to any series of Restricted Securities, the Shelf Registration Statement specified in the registration rights agreement related to such series.

"Transfer Certificate" means a certificate substantially in the form of Exhibit B hereto and to be attached as Annex A to the Form of Rule 144A 6 1/2% Debenture, as such form may be varied or modified with respect to any series of Securities by a Board Resolution or indenture supplemental hereto.

SECTION 102. Article Two of the Indenture shall be amended by adding to the end of Section 203 the following:

"Securities offered and sold in reliance on Rule 144A under the Securities Act may be issued in the form of one or more permanent global Securities in substantially the form set forth in Exhibit A and containing the legend set forth in Section 204 (each, a "Restricted Global Security"), deposited with the Depositary or with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as herein provided. The aggregate principal amount of a Restricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Depositary or the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Restricted Securities issued pursuant to Sections 305 and 312 in exchange for or upon transfer of beneficial interests in a Restricted Global Security may be in the form of Restricted Physical Securities containing the Restrictive Legend as set forth in Section 204 (a "Restricted Physical Security") until such time as the conditions set forth in Section 204 are satisfied, in substantially the form set forth in Exhibit A, as provided in Section 312.

Exchange Securities shall be issued in substantially the form set forth in Exhibit A, but without any Restrictive Legend."

Section 103. Article Two of the Indenture shall be amended by adding to the end of such Article the following:

"Section 204. Restrictive Legends.

Unless and until (i) a Restricted Security is sold pursuant to an effective Shelf Registration Statement or (ii) a Restricted Security is exchanged for an Exchange Security in an Exchange Offer pursuant to an effective Exchange Offer Registration Statement, in each case pursuant to an applicable registration rights agreement, each Restricted Global Security and Restricted Physical Security shall bear the following legend set forth below (the "Restrictive Legend") on the face thereof:

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACQUISITION HEREOF
(1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OR 904 OF REGULATION S, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT AND ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A INSIDE THE UNITED STATES, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO RULE 904 OF REGULATION S, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE, THE TRANSFER AGENT AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT."

SECTION 104. Article Three of the Indenture shall be amended by adding the following to the end of Section 305:

"Any Physical Security delivered in exchange for an interest in the Global Security pursuant to this Section shall bear the Restrictive Legend unless such exchange is made on or after (i) a Restricted Security is sold under an effective Shelf Registration Statement, (ii) a Restricted Security is exchanged for an Exchange Security in an Exchange Offer under an effective Exchange Offer Registration Statement or (iii) two years after the later of the original issue date of a Restricted Security and the last date on which the Company or any affiliate of the Company was the owner of such Restricted Security (the "Resale Restriction Termination Date") and except as otherwise provided in Section 312."

SECTION 105. Article Three of the Indenture shall be amended by adding the following to the end of such Article:

"Section 312. Transfer Provisions.

Unless and until (i) a Restricted Security is sold pursuant to an effective Shelf Registration Statement, or (ii) a Restricted Security is exchanged for an Exchange Security in an Exchange Offer under an effective Exchange Offer Registration Statement, the following provisions shall apply:

(a) The provisions of this Section 312 shall apply to all transfers involving any Restricted Physical Security and any beneficial interest in any Restricted Global Security.

(b) As used in this Section 312 only, "delivery" of a certificate by a transferee or transferor means the delivery to the Security Registrar by such transferee or transferor of the applicable certificate duly completed; "holding" includes both possession of a Physical Security and ownership of a beneficial interest in a Global Security, as the context requires; "transferring" a Global Security means transferring that portion of the principal amount of the transferor's beneficial interest therein that the transferor has notified the Security Registrar that it has agreed to transfer; and "transferring" a Physical Security means transferring that portion of the principal amount thereof that the transferor has notified the Security Registrar that it has agreed to transfer.

As used in this Indenture, "Exchange Certificate" means a certificate substantially in the form set forth as Exhibit C; and "Non-Registration Opinion and Supporting Evidence" means a written opinion of counsel reasonably acceptable to the Company to the effect that, and such other certification or information as the Company may reasonably require to confirm that, the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

(c) An Exchange Certificate, if not actually delivered, shall be deemed delivered if (i) (A) the transferor advises the Company and the Trustee in writing that the relevant offer and sale were made in accordance with the provisions of Rule 144A (or, in the case of a transfer of a Restricted Physical Security, the transferor checks the box provided on such Security to that effect) and (B) the transferee advises the Company and the Trustee in writing that (x) it and, if applicable, each account for which it is acting in connection with the relevant transfer, is a "Qualified Institutional Buyer,"
(y) it is aware that the transfer of Restricted Securities to it is being made in reliance on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A and (z) prior to the proposed date of transfer it has been given the opportunity to obtain from the Company the information referred to in Rule 144A(d)(4), and has either declined such opportunity or has received such information (or, in the case of a transfer of a Restricted Physical Security, the transferee signs the certification provided on the such Security to that effect); or (ii) the transferor holds the Restricted Global Security and is transferring to a transferee that shall take delivery in the form of the Restricted Global Security.

(d) If the proposed transferor holds:

(1) a Restricted Physical Security which is surrendered to the Security Registrar, and the proposed transferee or transferor, as applicable:

(A) delivers (or is deemed to have delivered pursuant to clause (c) above) an Exchange Certificate and the proposed transferee requests delivery in the form of a Restricted Physical Security, then the Security Registrar shall (x) register such transfer in the name of such transferee and record the date thereof in its books and records, (y) cancel such surrendered Restricted Physical Security and (z) deliver a new Restricted Physical Security to such transferee duly registered in the name of such transferee in principal amount equal to the principal amount being transferred of such surrendered Restricted Physical Security; or

(B) delivers (or is deemed to have delivered pursuant to clause (c) above) an Exchange Certificate and the proposed transferee is or is acting through a Participant and requests that the proposed transferee receive a beneficial interest in the Restricted Global Security, then the Security Registrar shall (x) cancel such surrendered Restricted Physical Security, (y) record an increase in the principal amount of the Global Security equal to the principal amount being transferred of such surrendered Restricted Physical Security and (z) notify the Depositary in accordance with the procedures of the Depositary that it has effected such transfer.

In any of the cases described in this Section 312(d)(1), the Security Registrar shall deliver to the transferor a new Restricted Physical Security in principal amount equal to the principal amount not being transferred of such surrendered Restricted Physical Security, as applicable.

(2) a beneficial interest in the Global Security, and the proposed transferee or transferor, as applicable:

(A) delivers (or is deemed to have delivered pursuant to clause (c) above) an Exchange Certificate and the proposed transferee requests delivery in the form of a Restricted Physical Security, then the Security Registrar shall (w) register such transfer in the name of such transferee and record the date thereof in its books and records, (x) record a decrease in the principal amount of the Restricted Global Security in an amount equal to the beneficial interest therein being transferred, (y) deliver a new Restricted Physical Security to such transferee duly registered in the name of such transferee in principal amount equal to the amount of such decrease and (z) notify the Depositary in accordance with the procedures of the Depositary that it has effected such transfer; or

(B) delivers (or is deemed to have delivered pursuant to clause (c) above) an Exchange Certificate and the proposed transferee is or is acting through a Participant and requests that the proposed transferee receive a beneficial interest in the Restricted Global Security, then the transfer shall be effected in accordance with the procedures of the Depositary therefor.

(e) In any case in which the Security Registrar is required to deliver a Restricted Physical Security to a transferee or transferor, the Company shall execute, and the Trustee shall authenticate and make available for delivery, such Restricted Physical Security.

(f) Any transferee entitled to receive a Restricted Physical Security may request that the principal amount thereof be evidenced by one or more Restricted Physical Securities in any authorized denomination or denominations and the Security Registrar shall comply with such request if all other transfer restrictions are satisfied.

(g) The Security Registrar shall effect and record, upon receipt of a written request from the Company so to do, a transfer not otherwise permitted by Section 312(d), such recording to be done in accordance with the otherwise applicable provisions of Section 312(d), upon the furnishing by the proposed transferor or transferee of a Non-Registration Opinion and Supporting Evidence.

(h) By its acceptance of any Security bearing the Restrictive Legend, each Holder of such Security acknowledges the restrictions on transfer of such Security set forth in this Indenture and in the Restrictive Legend and agrees that it shall transfer such Security only as provided in this Indenture. The Security Registrar shall not register a transfer of any Security unless such transfer complies with the restrictions with respect thereto set forth in this Indenture. The Security Registrar shall not be required to determine (but may rely upon a determination made by the Company) the sufficiency of any such certifications, legal opinions or other information.

(i) Upon the transfer, exchange or replacement of Securities not bearing the Restrictive Legend, the Security Registrar shall deliver Securities that do not bear the Restrictive Legend. Upon the transfer, exchange or replacement of Securities bearing the Restrictive Legend, the Security Registrar shall deliver only Securities that bear the Restrictive Legend unless (i) the requested transfer is at least two years after the original issue date of the Restricted Security (with respect to any Restricted Physical Security), (ii) there is delivered to the Security Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or (iii) such Securities are exchanged for Exchange Securities pursuant to an Exchange Offer.

Section 313. CUSIP Numbers.

The Company may use "CUSIP" numbers (if then generally in use) in issuing the Securities and, if so, the Trustee shall use "CUSIP" numbers in notices to Holders as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice and that reliance may be placed only on the other identification numbers printed on the Securities.
The Company shall promptly notify the Trustee of any change in the CUSIP numbers."

SECTION 106. Article Seven of the Indenture shall be amended by adding the following paragraph immediately following the paragraph contained in Section 704:

"The Company will take all actions necessary to permit resales of any Securities issued pursuant to Rule 144A of the Securities Act including, without limitation, furnishing upon request of a Holder of such Security to such Holder and a prospective purchaser designated by such Holder financial and other information of the Company required to be delivered under Rule 144A(d)(4) of the Securities Act if at the time of such request the Company is not a reporting company under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended."

SECTION 107. The Indenture shall be amended by adding an exhibit titled "Exhibit B" immediately following Exhibit A of the Indenture. Exhibit B shall be the form of Transfer Certificate attached as Exhibit B hereto.

SECTION 108. The Indenture shall be amended by adding an exhibit titled "Exhibit C" immediately following Exhibit B of the Indenture. Exhibit C shall be the form of Exchange Certificate attached as Exhibit C hereto.

SECTION 109. The Indenture shall be amended by adding an exhibit titled "Exhibit D" immediately following Exhibit C of the Indenture. Exhibit D shall be in the Form of Transfer attached as Exhibit D hereto.

ARTICLE TWO

PROVISIONS FOR THE RULE 144A 6 1/2% DEBENTURES

SECTION 201. There shall be a series of Securities entitled "6 1/2% Debentures Due March 15, 2029" (herein designated the "Rule 144A 6 1/2% Debentures"). The form of the Rule 144A 6 1/2% Debentures and the Trustee's certificate of authentication to be borne thereby shall be substantially in the forms set forth in Exhibit A hereto and shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, all of the terms, conditions and covenants of the Indenture and this Supplemental Indenture. The aggregate principal amount of the Rule 144A 6 1/2% Debentures that may be executed by the Company and authenticated by the Trustee hereunder shall be limited to FOUR HUNDRED MILLION DOLLARS ($400,000,000).

SECTION 202. In accordance with the terms and conditions of the Indenture, the Company may issue and sell the Rule 144A 6 1/2% Debentures inside the United States without registration under the Securities Act in reliance on Rule 144A thereunder.

SECTION 203. The Rule 144A 6 1/2% Debentures shall be represented initially by permanent global debentures in definitive, fully registered form without interest coupons (the "Restricted Global Security"). Each Restricted Global Security shall be registered in the name of a nominee of the Depositary and deposited on behalf of the purchasers of the Rule 144A 6 1/2% Debentures represented thereby with a custodian for the Depositary for credit to the respective accounts of the purchasers (or to such other accounts as they may direct). Except as set forth below, each Restricted Global Security shall be in the form of the Rule 144A 6 1/2% Debenture attached hereto as Exhibit A and may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

SECTION 204. (a) Each Restricted Global Security, or any Rule 144A 6 1/2% Debenture that may be issued in exchange for an interest in a Restricted Global Security, shall be dated as provided in Section 303 of the Indenture, shall mature on March 15, 2029 and shall bear interest at the rate of 6 1/2% per annum from February 23, 1999, payable semiannually on March 15 and September 15 in each year, commencing with September 15, 1999, until payment of the principal amount shall have been made or duly provided for. The Record Dates with respect to the interest payment dates for the Rule 144A 6 1/2% Debentures shall be March 1 and September 1 (whether or not a business day), respectively. The holder of record of a Rule 144A 6 1/2% Debenture on any Record Date for the payment of interest shall be entitled to receive the interest payable on such interest payment date.

(b) Both principal of and interest on the Rule 144A 6 1/2% Debentures shall be payable at the office of the Company in the Borough of Manhattan, The City of New York, New York or the City of North Wilkesboro, North Carolina or at any other office of the Company maintained by the Company for such purpose; provided that interest may be payable, at the option of the Company, by check mailed to the registered address of the person entitled thereto as such address shall appear on the registry books of the Company. On each interest payment date the Trustee shall pay to the registered holder interest accrued in respect of such Rule 144A 6 1/2% Debenture. Payment of principal on a Rule 144A 6 1/2% Debenture shall be paid to the registered holder or upon his order only upon presentation and surrender for payment of such Rule 144A 6 1/2% Debenture on or after the payment date at the office of the Company in the Borough of Manhattan, The City of New York, New York or the City of North Wilkesboro, North Carolina or at any other office of the Company maintained by the Company for such purpose.

(c) The Rule 144A 6 1/2% Debentures shall not be convertible into or exchangeable for equity securities of the Company.

(d) The Rule 144A 6 1/2% Debentures shall not be subject to any sinking fund.

(e) The Company shall not have any redemption or repayment rights with respect to the Rule 144A 6 1/2% Debentures.

(f) The Rule 144A 6 1/2% Debentures shall not be included for listing on any national securities exchange.

SECTION 205. (a) So long as a nominee of the Depositary is the registered owner of any Restricted Global Security, such nominee shall be considered the sole owner and holder of the Rule 144A 6 1/2% Debentures represented by such Restricted Global Security under the Indenture, as supplemented and amended hereby. Except as herein provided, owners of beneficial interests in any Restricted Global Security shall not be entitled to have Rule 144A 6 1/2% Debentures represented by the such Restricted Global Security registered in their names, shall not receive or be entitled to receive physical delivery of Rule 144A 6 1/2% Debentures in certificated form and shall not be considered the owners or holders thereof under the Indenture.

(b) Neither the Company nor the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any Restricted Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial interests.

ARTICLE THREE

MISCELLANEOUS

SECTION 301. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Indenture.

SECTION 302. Except as supplemented and amended hereby, the Indenture is in all respects ratified and confirmed, and all of the terms, provisions and conditions thereof shall be and remain in full force and effect, and this Supplemental Indenture and all its provisions shall be deemed a part thereof.

SECTION 303. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 304. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any other provision hereof or of the Indenture which provision is required to be included in the Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

SECTION 305. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS AND RULES OF SAID STATE.

SECTION 306. This Supplemental Indenture has been simultaneously executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Delivery by telecopier of an executed signature page hereto shall be effective as delivery of a manually executed counterpart hereof.

SECTION 307. This Supplemental Indenture shall be deemed to have been executed on the date of the acknowledgment thereof by the officer of the Trustee who signed it on behalf of the Trustee.

IN WITNESS WHEREOF, the Company and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized and their respective corporate seals, duly attested, to be hereunto affixed, all as of the day and year first above written.

[CORPORATE SEAL] LOWE'S COMPANIES, INC.

Attest:     /s/ William C. Warden, Jr.          By     /s/ Marshall A. Croom

         Name:     William C. Warden, Jr.       Name:     Marshall A. Croom
         Title:    Executive Vice President     Title:    Assistant Treasurer
                      and Secretary



[CORPORATE SEAL]                                 THE FIRST NATIONAL BANK OF
                                                          CHICAGO,
                                                Trustee


Attest:     /s/ Mark J. Frye                    By     /s/ Somsri Helmer
                                                Name:     Somsri Helmer
                                                Title:     Trust Officer

STATE OF NORTH CAROLINA:     )
                                     )     SS.:
COUNTY OF WILKES:               )

On this 23rd day of February, 1999, before me personally came Marshall A. Croom, to me known, who, being by me duly sworn, did depose and say that he is the Assistant Treasurer of LOWE'S COMPANIES, INC., one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority.

[Notarial Seal]

/s/ Cynthia Reins
Notary Public, State of North Carolina
No.
Qualified in the County of Wilkes
Commission Expires 11-16-2003

STATE OF ILLINOIS:     )
                                    )   SS.:
COUNTY OF COOK:     )

On this 23rd day of February, 1999, before me personally came Somsri Helmer, to me known, who, being by me duly sworn, did depose and say that he/she resides at 4250 N. Marine Drive, Chicago, Illinois 60613; that he/she is a duly elected or appointed, qualified and serving officer of THE FIRST NATIONAL BANK OF CHICAGO, one of the corporations described in and which executed the foregoing instrument; that he/she knows the seal of said corporation; that the seal affixed to said instrument bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he/she signed his/her name thereto by like authority.

[Notarial Seal]

/s/ Maria C.Birrueta
Notary Public, State of Illinois
No.
Qualified in the County of Cook
Commission Expires 11-13-2000

EXHIBIT A

[FORM OF DEBENTURES]

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Lowe's Companies, Inc. or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or to such other entity or in such other name as is requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

Transfers of this Global Security shall be limited to transfers in whole, but not in part, to nominees of Cede & Co. or to a successor thereof or such successor's nominee and transfers of portions of this Global Security shall be limited to transfers made in accordance with the restrictions set forth in
Section 303 of the Indenture referred to in this Global Security.

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACQUISITION HEREOF
(1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OR 904 OF REGULATION S, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT AND ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A INSIDE THE UNITED STATES, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO RULE 904 OF REGULATION S, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE, THE TRANSFER AGENT AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

LOWE'S COMPANIES, INC.

6 1/2% DEBENTURES
DUE MARCH 15, 2029

CUSIP No. 548661AJ6

No. _____
$____________________ Original Principal Amount

Lowe's Companies, Inc., a corporation duly organized and existing under the laws of the State of North Carolina (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of ________________________________________ ($ ) on March 15, 2029, at the office or agency of the Company referred to below, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, and to pay interest thereon in like coin or currency from February 23, 1999, or from the most recent Interest Payment Date on which interest has been paid or duly provided for, semi-annually in arrears on March 15 and September 15 in each year, commencing September 15, 1999, at the rate of 6 1/2% per annum, until the principal hereof is paid or made available for payment, and (to the extent lawful) to pay interest at the same rate per annum on any overdue principal and premium and on any overdue installment of interest until paid.

Interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, as provided in the Indenture, shall be paid to the Person in whose name this Debenture (or one or more predecessor Debentures) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Person in whose name this Debenture is registered on such Regular Record Date and may either be paid to the Person in whose name this Debenture is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the Person in whose name this Debenture is registered not less than ten days prior to such Special Record Date, or be paid at any time in any other lawful manner, all as more fully provided in the Indenture.

This Debenture is a "book-entry" debenture and is being registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), a clearing agency. Subject to the terms of the Amended and Restated Indenture, dated as

of December 1, 1995 (as supplemented by the First Supplemental Indenture dated as of February 23, 1999 and as supplemented and amended from time to time, the "Indenture"), between the Company and The First National Bank of Chicago, as trustee (the "Trustee"), this Debenture will be held by a clearing agency or its nominee, and beneficial interests will be held by beneficial owners through the book-entry facilities of such clearing agency or its nominee in minimum denominations of $1,000 and increments of $1,000 in excess thereof.

The statements set forth in the restrictive legend above are an integral part of the terms of this Debenture and by acceptance hereof each holder of this Debenture agrees to be subject to and bound by the terms and provisions set forth in such legend.

As long as this Debenture is registered in the name of DTC or its nominee, the Trustee will make payments of principal of and interest on this Debenture by wire transfer of immediately available funds to DTC or its nominee. Notwithstanding the above, the final payment on this Debenture will be made after due notice by the Trustee of the pendency of such payment and only upon presentation and surrender of this Debenture at its principal corporate trust office or such other offices or agencies appointed by the Trustee for that purpose and such other locations provided in the Indenture.

Payments of principal of (and premium, if any) and interest on this Debenture will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payments of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

This Debenture is one of a duly authorized issue of debentures of the Company, designated 6 1/2% Debentures due March 15, 2029 (the "Debentures"), limited in aggregate principal amount at any time Outstanding to FOUR HUNDRED MILLION DOLLARS ($400,000,000) which may be issued under the First Supplemental Indenture. Reference is hereby made to the Indenture, the First Supplemental Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Debentures, and the terms upon which the Debentures are, and are to be, authenticated and delivered. All terms used in this Debenture that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The Holder of this Debenture is entitled to the benefits of the Registration Rights Agreement, dated as of February 23, 1999 (the "Registration Rights Agreement"), between the Company and the Initial Purchasers named therein. In the event that (i) the Company fails to file an Exchange Offer Registration

Statement with respect to the Debentures with the Commission on or prior to the 150th calendar day following the Closing Time, (ii) the Commission does not declare such Exchange Offer Registration Statement effective on or prior to the 180th calendar day following the Closing Time, (iii) the Exchange Offer is not consummated on or prior to the 30th calendar day following the effective date of the Exchange Offer Registration Statement or (iv) if required, a Shelf Registration Statement with respect to the Debentures is not declared effective by the Commission on or prior to the 210th calendar day following the Closing Time (each, a "Registration Default"), the per annum interest rate borne by the Debentures shall be increased by one-quarter of one percent (0.25%) per annum from the end of the applicable period giving rise to such Registration Default. The interest rate borne by the Debentures will be increased by an additional one-quarter of one percent (0.25%) per annum for each subsequent 90-day period (or portion thereof) during which any such Registration Default continues up to a maximum aggregate increase in the annual interest rate of one-half of one percent (0.50%) per annum. Following the cure of all Registration Defaults, the interest rate borne by the Debentures shall be reduced to the original interest rate borne by the Debentures. All accrued additional interest shall be paid to Holders by the Company in the same manner as interest is paid pursuant to the Indenture. All terms used in this Debenture that are defined in the Registration Rights Agreement shall have the meanings assigned to them in the Registration Rights Agreement.

The Debentures do not have the benefit of any sinking fund obligations and shall not be redeemable at the option of the Company or repayable at the option of the Holder prior to maturity.

If an Event of Default shall occur and be continuing, the principal of all the Debentures may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company under this Debenture and (b) certain restrictive covenants and the related defaults and Events of Default applicable to the Company, in each case, upon compliance by the Company with certain conditions set forth in the Indenture, which provisions apply to this Debenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debentures under the Indenture at any time by the Company, the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Debentures at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Debentures at the time Outstanding, on behalf of the Holders of all Debentures, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Debenture shall be conclusive and binding upon

such Holder and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer thereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture.

No reference herein to the Indenture and provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Debenture at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations on transfer of this Debenture by DTC or its nominee, the transfer of this Debenture is registrable in the Security Register, upon surrender of this Debenture for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by the written instrument of transfer attached hereto duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees.

The Debentures are issuable only in fully registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Debentures are exchangeable for a like aggregate principal amount of Debentures of different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange of Debentures, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Debenture for registration of transfer, the Company, the Trustee and any agent of the Company, or the Trustee may treat the Person in whose name this Debenture is registered as the owner hereof for all purposes, whether or not this Debenture be overdue, and none of the Company, the Trustee or any such agent shall be affected by notice to the contrary.

Interest on this Debenture shall be computed on the basis of a 360-day year of twelve 30-day months.

The Company shall furnish to any Holder of record of Debentures, upon written request and without charge, a copy of the Indenture.

The Indenture and this Debenture each shall be governed by and construed in

accordance with the laws of the State of New York without regard to principles of conflicts of law.

Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Debenture shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, LOWE'S COMPANIES, INC. has caused this Debenture to be signed, manually or in facsimile, by a duly elected or appointed, qualified and serving officer and has caused a facsimile of its corporate seal to be imprinted hereon, attested by the manual or facsimile signature of a duly elected or appointed, qualified and serving officer.

LOWE'S COMPANIES, INC.

By.............................
Name:
Title:

Dated: February ___, 1999

[SEAL]

Attest:.....................................
Name:
Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

THIS IS ONE OF THE SECURITIES OF THE SERIES DESIGNATED THEREIN REFERRED
TO IN THE WITHIN-MENTIONED INDENTURE.

THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee

By.....................................
Authorized Officer

EXHIBIT B
Annex A

[FORM OF TRANSFER CERTIFICATE]

Lowe's Companies, Inc. (the "Company")

The First National Bank of Chicago,
as Trustee (the "Trustee")

Re: 6 1/2% Debentures Due March 15, 2029

Reference is hereby made to the Amended and Restated Indenture, dated as of December 1, 1995 (as supplemented by the First Supplemental Indenture dated as of February 23, 1999, and as supplemented and amended from time to time, the "Indenture"), between the Company and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. Other terms shall have the meanings given to them in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act").

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

(Print or type name and address of transferee, including ZIP code)

(Taxpayer Identification Number of transferee)

the within Debenture and all rights thereunder, hereby irrevocably constituting and appointing ____________________ attorney-in-fact to transfer said Debenture on the books of the Company with full power of substitution in the premises.

In connection with any transfer of this Debenture occurring prior to the date that is the earlier of the date of an effective Shelf Registration Statement or the Resale Restriction Termination Date, the undersigned confirms that without utilizing any general solicitation or general advertising:

[Check One]

____     Such Debenture is being transferred in accordance with (i) the
         transfer restrictions set forth in the Indenture and the Debentures
         and (ii) Rule 144A under the Securities Act to a Transferee that the
         Transferor reasonably believes is purchasing the Debentures for its
         own account or an account with respect to which the Transferee
         exercises sole investment discretion, and the Transferee and any such
         account is a "Qualified Institutional Buyer" within the meaning of
         Rule 144A, and such Transferee is aware that the sale to it is being
         made in reliance upon Rule 144A, in each case in a transaction
         meeting the requirements of Rule 144A and in accordance with any
         applicable securities laws of any state of the United States or any
         other jurisdiction.

                                      or

____     Such Debenture is being transferred pursuant to an exemption from
         registration under the Securities Act provided by Rule 144 thereunder
         upon provision of an opinion of counsel and such other evidence
         acceptable to the Company that such offer, sale, pledge or transfer
         is in compliance with the Securities Act and other applicable laws,
         in each case in a form satisfactory to the Company.

                                      or

____     Such Debenture is being transferred in a transaction other than in
         accordance with the above upon provision of a legal opinion and other
         evidence requested by the Company in form and substance satisfactory
         to the Company, to the effect that the proposed transfer is being
         made pursuant to an exemption from, or in a transaction not subject
         to, the registration requirements of the Securities Act.

If none of the foregoing boxes is checked, the Trustee or other Security Registrar shall not be obligated to register this Debenture in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 312 of the Indenture shall have been satisfied.

This certificate and the statements contained herein are made for your benefit and the benefit of the Initial Purchaser named in the Offering Memorandum distributed by the Company in connection with the sale of the Debentures.

You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any

administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

[Insert Name of Transferor]

By:________________________ Name:

Title:

Dated: ____________________

(N.B.: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever)

TO BE COMPLETED BY PURCHASER IF THE FIRST OPTION ABOVE IS CHECKED.

Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

The undersigned represents and warrants that it is purchasing this Debenture for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Date:

(NOTICE: To be executed by an executive officer)

B-4 B-4

PAYMENT INSTRUCTIONS

The assignee should include the following for purposes of payment:

Payment shall be made, by wire transfer or otherwise, in immediately available funds, to _____________________, for the account of ______________________, account number ___________, or, if mailed, by check to _____________________.
Applicable reports and statements should be mailed to _____________________. This information is provided by _____________________, the assignee named above, or _____________________, as its agent.

EXHIBIT C

FORM OF EXCHANGE CERTIFICATE

Lowe's Companies, Inc. (the "Company")

The First National Bank of Chicago,
as Trustee (the "Trustee")

Re: Lowe's Companies, Inc. 6 1/2% Debentures Due March 15, 2029 (the "Debentures")

Ladies and Gentlemen:

Reference is hereby made to the Amended and Restated Indenture, dated as of December 1, 1995 (as supplemented by the First Supplemental Indenture dated as of February 23, 1999 and as further supplemented and amended from time to time, the "Indenture"), between the Company and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. Other terms shall have the meanings given to them in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act").

In connection with our proposed sale of $______________ aggregate principal amount of Debentures, we confirm that such sale has been effected pursuant to and in accordance with Rule 144A. We are aware that the transfer of Debentures to us is being made in reliance on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate, we have been given the opportunity to obtain from the Company the information referred to in Rule 144A(d)(4), and have either declined such opportunity or have received such information.

Each of you is entitled to rely upon this Certificate and is irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,

[Name of PURCHASER]

By:

Name:
Title:
Address:

Date of this Certificate: __________________

EXHIBIT D

FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby transfers to

(PRINT NAME AND ADDRESS OF TRANSFEREE)

U.S.$_______________ principal amount of this Security, and all rights with respect thereto, and irrevocably constitutes and appoints _____________________________ as attorney to transfer this Security on the books kept for registration thereof, with full power of substitution.

Dated
Certifying signature Signed:

Note:

(i) The signature on this transfer form must correspond to the name as it appears on the face of this Security.

(ii) A representative of the holder of the Security should state the capacity in which he or she signs (e.g., executor).

(iii) The signature of the person effecting the transfer shall conform to any list of duly authorized specimen signatures supplied by the registered holder or shall be certified by a bank which is a member of the Security Transfer Agent Medallion Program or in such other manner as the paying agent, acting in its capacity as transfer agent or the Trustee, acting in its capacity as Trustee, may require.

Exhibit 10.16

JANUARY 25, 1998
AMENDMENTS TO THE
LOWE'S COMPANIES, INC. 1997 INCENTIVE PLAN

On January 25, 1998, the Lowe's Companies, Inc. 1997 Incentive Plan (the "Plan") was amended as follows:

a. Section 8.06 was amended to read as follows:

Shareholder Rights. Prior to their forfeiture in accordance with the terms of the applicable Agreement and while the shares of Common Stock granted pursuant to the Stock Award may be forfeited, a Participant will have all rights of a shareholder with respect to a Stock Award, including the right to receive dividends and vote the shares; provided, however, that during such period (i) except as provided in Section 8.07, a Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of shares of Common Stock granted pursuant to a Stock Award, (ii) the Company shall retain custody of the certificates evidencing the shares of Common Stock granted pursuant to a Stock Award, and (iii) the Participant will deliver to the Company a stock power, endorsed in blank, with respect to each Stock Award. The limitations set forth in the preceding sentence shall not apply after the shares Common Stock granted under the Stock Award are transferable and are no longer forfeitable.

b. A new section 8.07 was added to the Plan and reads as follows:

Transferable Stock Awards. Section 8.06 to the contrary notwithstanding, if the Agreement provides, a Stock Award that maybe forfeited may be transferred by a Participant to the Participant's children, grandchildren, spouse, one or more trusts for the benefit of such family members or a partnership in which such family members are the only partners, on such terms and conditions as maybe permitted under Securities Exchange Commission Rule 16b-3 as in effect from time to time. The holder of a Stock Award transferred pursuant to this section shall be bound by the same terms and conditions that governed the Stock Award during the period that it was held by the Participant; provided, however, that such transferee may not transfer the Stock Award except by will or the laws of descent and distribution.

Exhibit 10.17

SEPTEMBER 17, 1998
AMENDMENTS TO THE
LOWE'S COMPANIES, INC. 1997 INCENTIVE PLAN

On September 17, 1998, the Lowe's Companies, Inc. 1997 Incentive Plan was amended as follows:

a. A new section 1.13, entitled "Deferred Stock Benefit," was added to the Plan and reads as follows:

1.13 Deferred Stock Benefit means "Deferred Stock Benefit" as defined in section 2(j) of the Program.

b. A new section 1.22, entitled "Program," was added to the Plan and reads as follows:

1.22 Program means the Lowe's Companies, Inc. Deferred Compensation Program, set forth as Exhibit I hereto.

c. The remaining sections of Article I were renumbered accordingly.

d. The second sentence of Article II was amended to read as follows:

The Plan is intended to permit the grant of Options qualifying under section 422 of the Code ("incentive stock options") and Options not so qualifying, the grant of SARs, Stock Awards, Performance Shares and Incentive Awards, and the deferral of income in accordance with the Program.

e. The fifth sentence of Article III was amended to read as follows:

In addition, the Administrator shall have complete authority to interpret all provisions of this Plan; to prescribe the form of Agreements and documents used in connection with the Program; to adopt, amend, and rescind rules and regulations pertaining to the administration of the Plan; and to make all other determinations necessary or advisable for the administration of this Plan.

f. The following sentence was added at the end of Section 5.01:

On the distribution of Deferred Stock Benefits, the Company may issue shares of Common Stock from its authorized but unissued Common Stock.

g. Section 5.02 was amended to read as follows:

The maximum aggregate number of shares of Common Stock that may be issued under this Plan pursuant to the exercise of SARs and Options, the grant of Stock Awards and the settlement of Performance Shares and Deferred Stock Benefits is 5,000,000 shares. The maximum aggregate number of shares that may be issued under this Plan as Stock Awards and in settlement of Performance Shares (or as the portion of a Deferred Stock Benefit that represents forfeited or deferred shares of Common Stock subject to such awards) is 1,650,000 shares. Shares of Common Stock issued in settlement of a Deferred Stock Benefit, and the shares of Common Stock subject to the Option, Stock Award or Performance Share award (or portion thereof) with respect to which such Deferred Stock Benefit was earned or elected, shall be counted toward the foregoing limits only once (even in the case of a shares subject to a Stock Award that are cancelled in connection with the Deferred Stock Benefit); provided, however, that shares of Common Stock issued in settlement of a Deferred Stock Benefit that constitute earnings on deferred or forfeited shares of Common Stock shall be counted separately toward the foregoing limits. The maximum aggregate number of shares that may be issued under this Plan and the maximum number of shares that may be issued as Stock Awards, and in settlement of Performance Shares (or as the portion of a Deferred Stock Benefit that represents forfeited or deferred shares of Common Stock subject to such awards) shall be subject to adjustment as provided in Article XII.

h. Section 5.03 was amended to read as follows:

If an Option is terminated, in whole or in part, for any reason other than its exercise (including an exercise that results in a Deferred Stock Benefit) or the exercise of a Corresponding SAR that is settled with Common Stock, the number of shares of Common Stock allocated to the Option or portion thereof may be reallocated to other Options, SARs, Performance Shares and Stock Awards to be granted under this Plan and to the settlement of Deferred Stock Benefits. If an SAR is terminated, in whole or in part, for any reason other than its exercise that is settled with Common Stock or the exercise of a related Option, the number of shares of Common Stock allocated to the SAR or portion thereof may be reallocated to other Options, SARs, Performance Shares and Stock Awards to be granted under this Plan and to the settlement of Deferred Stock Benefits. If an award of Performance Shares is terminated, in whole or in part, for any reason other than its settlement with Common Stock (including a settlement that results in a Deferred Stock Benefit), the number of shares of Common Stock allocated to the Performance Shares or portion thereof may be reallocated to other Options, SARs, Performance Shares and Stock Awards to be granted under this Plan and to the settlement of Deferred Stock Benefits. If a Stock Award is forfeited, in whole or in part, for any reason (other than a cancellation that results in a Deferred Stock Benefit), the number of shares of Common Stock allocated to the Stock Award or portion thereof may be reallocated to other Options, SARs, Performance Shares and Stock Awards to be granted under this Plan, and to the settlement of Deferred Stock Benefits. If a Deferred Stock Benefit is forfeited, in whole or in part, the number of shares of Common Stock allocated to the Deferred Stock Benefit or portion thereof may be reallocated to other Options, SARs, Performance Shares and Stock Awards to be granted under this Plan, and to the settlement of other Deferred Stock Benefits.

i. Article XII was amended to read as follows:

The maximum number of shares as to which Options, SARs, Performance Shares and Stock Awards may be granted under this Plan, and the maximum number of shares that may be distributed as Deferred Stock Benefits; the terms of outstanding Stock Awards, Options, Performance Shares, Incentive Awards, SARs, and undistributed Deferred Stock Benefits; and the per individual limitations on the number of shares or for which Options, SARs, Performance Shares, and Stock Awards may be granted shall be adjusted as the Committee shall determine to be equitably required in the event that (a) the Company (i) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Section 424 of the Code applies or (b) there occurs any other event which, in the judgment of the Committee necessitates such action. Any determination made under this Article XII by the Committee shall be final and conclusive.

The issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the maximum number of shares as to which Options, SARs, Performance Shares and Stock Awards may be granted or the maximum number of shares that may be distributed as Deferred Stock Benefits; the per individual limitations on the number of shares for which Options, SARs, Performance Shares and Stock Awards may be granted; or the terms of outstanding Stock Awards, Options, Performance Shares, Incentive Awards or SARs or undistributed Deferred Stock Benefits. The Committee may make Stock Awards and may grant Options, SARs, Performance Shares, and Incentive Awards in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or an Affiliate in connection with a transaction described in the first paragraph of this Article XII. Notwithstanding any provision of the Plan (other than the limitation of Section 5.02), the terms of such substituted Stock Awards or Option, SAR, Performance Shares or Incentive Award grants shall be as the Committee, in its discretion, determines is appropriate.

j. The following sentence was added at the end of Article XV:

No amendment shall, without the consent of a Program Participant (as defined in the Program) adversely affect any rights of such Program Participant under the Program as in effect at the time such amendment is made, unless such amendment is made in accordance with section 13 of the Program.

k. The following sentence was added at the end of Article XVI:

The Program shall remain in effect until all Deferred Cash Accounts and Deferred Stock Accounts (each, as defined in the Program) have been distributed in full, unless sooner terminated by the Board in accordance with section 13 of the Program.

l. The Lowe's Companies, Inc. Deferred Compensation Program attached hereto as Exhibit I was added to the Plan as Exhibit I.

Exhibit I

LOWE'S COMPANIES, INC.
1997 INCENTIVE PLAN

LOWE'S COMPANIES, INC.

DEFERRED COMPENSATION PROGRAM

TABLE OF CONTENTS

Section Page

1. PURPOSE 1

2. DEFINITIONS 1

3. PARTICIPATION 3

4. DEFERRAL ELECTION 4

5. EFFECT OF NO ELECTION 5

6. DEFERRED CASH BENEFITS 5

7. DEFERRED STOCK BENEFITS 5

9. HARDSHIP DISTRIBUTIONS 9

10. COMPANY'S OBLIGATION 9

11. CONTROL BY PROGRAM PARTICIPANT 9

12. CLAIMS AGAINST PROGRAM PARTICIPANT'S DEFERRED BENEFITS 9

13. AMENDMENT OR TERMINATION 10

14. NOTICES 10

15. WAIVER 10

16. CONSTRUCTION 10

1. PURPOSE. The Program is intended to constitute a deferred compensation plan for a select group of management and highly compensated employees of the Company and its Affiliates.

2. DEFINITIONS. The following definitions apply to this Program and to the Deferral Election Forms. All capitalized terms not defined in this section 2 shall have the same meaning as given them in the Company's 1997 Incentive Plan, of which this Program is a part.

(a) Beneficiary or Beneficiaries means a person or persons or other entity designated on a Beneficiary Designation Form by a Program Participant as allowed in section 8(d) to receive a Deferred Benefit. If there is no valid designation by the Program Participant, or if the designated Beneficiary or Beneficiaries fail to survive the Program Participant or otherwise fail to take the benefit, the Program Participant's Beneficiary is the first of the following who survives the Program Participant: a Program Participant's spouse (the person legally married to the Program Participant when the Program Participant dies); the Program Participant's children in equal shares; and the Program Participant's estate.

(b) Beneficiary Designation Form means a form acceptable to the Administrator or its designee used by a Program Participant according to this Program to name his Beneficiary or Beneficiaries who will receive his Deferred Benefits under this Program if he dies.

(c) Compensation means any of the following types of compensation: an Eligible Employee's Salary, Stock Award, Performance Share award, and Nonqualified Option Gain.

(d) Deferral Election Form means a document governed by the provisions of section 4 of this Program, including the portion that is the Distribution Election Form and the related Beneficiary Designation Form that applies to all of that Program Participant's Deferred Benefits under the Program.

(e) Deferral Year means a calendar year for which an Eligible Employee has an operative Deferral Election Form or in which a Mandatory Deferred Benefit is earned.

(f) Deferred Benefit means either a Mandatory Deferred Benefit, or the benefit elected by a Program Participant under section 4 of this Program, that results in payments governed by sections 6 or 7 and 8.

(g) Deferred Cash Account means that bookkeeping record established for each Program Participant who earns a Deferred Cash Benefit under this Program. A Deferred Cash Account is established only for purposes of measuring a Deferred Cash Benefit and not to segregate assets or to identify assets that may or must be used to satisfy a Deferred Cash Benefit. A Deferred Cash Account will be credited with the Program Participant's Salary deferred as a Mandatory Deferred Benefit attributable to forfeited Salary, according to section 6(b) of this Program. A Deferred Cash Account will be credited periodically with amounts based upon interest rates established under section 6(a) of this Program.

(h) Deferred Cash Benefit means the Deferred Benefit earned under section 6(b) that results in payments governed by sections 6 and 8.

(i) Deferred Stock Account means that bookkeeping record established for each Program Participant who elects or earns a Deferred Stock Benefit attributable to deferred Stock Awards, Performance Share awards, or Nonqualified Option Gain, under this Program. A Deferred Stock Account is established only for purposes of measuring a Deferred Stock Benefit and not to segregate assets or to identify assets that may or must be used to satisfy a Deferred Stock Benefit. A Deferred Stock Account will be credited with the Program Participant's Compensation (other than Salary) deferred according to a Deferral Election Form and with Mandatory Deferred Benefits attributable to forfeited Stock Awards and Performance Share awards, according to section 7(a) or (b) of this Program. A Deferred Stock Account will be credited periodically with amounts determined under section 7(c) of this Program.

(j) Deferred Stock Benefit means the Deferred Benefit elected by a Program Participant under section 4 or earned under section 7(b) that results in payments governed by sections 7 and 8.

(k) Distribution Election Form means that part of a Deferral Election Form used by a Program Participant according to this Program to establish the duration of deferral and the frequency of payments of a Deferred Benefit. If a Program Participant has no Distribution Election Form that is operative according to section 4 of this Program, distribution of his Deferred Benefit is governed by section 8 of this Program.

(l) Election Date means the date established by this Program as the date before which an Eligible Employee must submit a valid Deferral Election Form to the Administrator. For each Deferral Year, the Election Date is December 31 of the preceding calendar year. However, for an individual who becomes an Eligible Employee during a Deferral Year, the Election Date is the thirtieth day following the date that he becomes an Eligible Employee. For Compensation that is payable or that could become vested or earned in 1998, the Election Date is the thirtieth day after the Board adopts this Program as a Plan amendment. Despite the preceding sentences, the Administrator may set an earlier date as the Election Date for any Deferral Year.

(m) Eligible Employee means an employee of the Company or an Affiliate who is a member of a select group of management or a highly compensated employee (as such terms are used in Section 201(2) of the Employee Retirement Income Security Act of 1974), and who is designated by the Administrator as an individual who is eligible to elect a Deferred Benefit under section 4 or who earns a Mandatory Deferred Benefit under section 6(b) or 7(b). Once an individual is designated by the Administrator as an individual who is eligible to elect a Deferred Benefit under section 4, such employee shall continue to be an Eligible Employee until the date he is no longer a member of a select group of management or a highly compensated employee or the date the Administrator declares he that is no longer entitled to elect a Deferred Benefit.

(n) Mandatory Deferred Benefit means a Deferred Benefit earned by a Program Participant in accordance with section 6(b) or 7(b) that results in payments governed by sections 6 or 7 and 8 of this Program. A Program Participant's Salary will be forfeited and earned as a Mandatory Deferred Benefit only after the Program Participant's Stock Awards and then Performance Share Awards are earned as Mandatory Deferred Benefits.

(o) Nonqualified Option Gain means gain attributable to the exercise of Options not intended to qualify under Code section 422, stated as a number of whole shares of Common Stock, where the Option price is paid by the surrender of shares of Common Stock that have been held by the Program Participant for at least six months.

(p) Program Participant means, with respect to any Deferral Year, an Eligible Employee whose Deferral Election Form is operative, or who has earned a Mandatory Deferred Benefit, for that Deferral Year.

(q) Salary means an Eligible Employee's base salary and does not include bonuses or other payments from the Company or an Affiliate that are not made on a regular basis.

(r) Terminate, Terminating, or Termination, with respect to a Program Participant, means cessation of his relationship with the Company and its Affiliates as an employee whether by death, disability or severance for any other reason.

3. PARTICIPATION. An Eligible Employee becomes a Program Participant for any Deferral Year by filing a valid Deferral Election Form according to section 4 on or before the Election Date for that Deferral Year, but only if his Deferral Election Form is operative according to section 4. An Eligible Employee also becomes a Program Participant for any Deferral Year if a Mandatory Deferred Benefit is earned for that year in accordance with section 6(b) or 7(b).

4. DEFERRAL ELECTION. A deferral election is valid when a Deferral Election Form is completed, signed by the electing Eligible Employee, and received by the Administrator. Deferral elections are governed by the provisions of this section.

(a) A Program Participant may elect a Deferred Benefit for any Defer ral Year if he is an Eligible Employee at the beginning of that Deferral Year or becomes an Eligible Employee during that Deferral Year.

(b) Before each Election Date for a Deferral Year, each Eligible Employee will be provided with a Deferral Election Form and a Beneficiary Designation Form. Under the Deferral Election Form or Forms for a single Deferral Year, an Eligible Employee may elect on or before the Election Date to defer the receipt of all or part of his (i) Stock Awards that may vest during or after the Deferral Year (specifying 100 or more whole shares subject to the election); (ii) Performance Share awards that may be earned during or after the Deferral Year (specifying 100 or more whole shares subject to the election); or (iii) Nonqualified Option Gain (specifying the Option, and 100 or more whole shares of Common Stock subject to the election). The Compensation described in the preceding sentence must be earned and payable after the Election Date.

(c) A Distribution Election Form is part of the Deferral Election Form on which it appears or to which it states that it is related. A Program Participant may file one Distribution Election Form for all of his Deferred Benefits at the time he files his initial Deferral Election Form. In its sole discretion, the Administrator may allow a Program Participant to change his Distribution Election Form or file a Distribution Election Form after the time he files his initial Deferral Election Form, in accordance with section 8(b) and any other procedures established by the Administrator. The provisions of section 8 of this Program apply to a Program Participant's Deferred Benefits under this Program if there is no operative Distribution Election Form for that Program Participant.

(d) If it does so before the last business day of the Deferral Year, the Administrator may reject any Deferral Election Form or any Distribution Election Form or both, and the Administrator is not required to state a reason for any rejection. The Administrator may modify any Distribution Election Form at any time to the extent necessary to comply with any federal securities laws or regulations. The Administrator's rejections must be made on a uniform basis with respect to similarly situated Eligible Employees. If the Administrator rejects a Deferral Election Form, the Eligible Employee must be paid the amounts he would have been entitled to receive if he had not submitted the rejected Deferral Election Form.

(e) An Eligible Employee may not revoke a Deferral Election Form or a Distribution Election Form after the applicable Election Date. Any revocation before the applicable Election Date is the same as a failure to submit a Deferral Election Form or a Distribution Election Form. Any writing signed by an Eligible Employee expressing an intention to revoke his Deferral Election Form or Distribution Election Form and delivered to the Administrator before the close of business on the relevant Election Date is a revocation.

5. EFFECT OF NO ELECTION.. An Eligible Employee who has not submitted a valid Deferral Election Form to the Administrator on or before the relevant Election Date may not defer such Compensation for the Deferral Year under this Program. The Deferred Benefit of an Eligible Employee who submits a valid Deferral Election Form but fails to submit a valid Distribution Election Form with his initial Deferral Election Form or who otherwise has no valid Distribution Election Form is governed by section 8 of this Program.

6. DEFERRED CASH BENEFITS.

(a) Mandatory Deferred Benefits earned with respect to forfeited Salary under section 6(b) shall be Deferred Cash Benefits. Deferred Cash Benefits will be set up in a Deferred Cash Account for each Program Participant and credited with interest at the prime rate of the bank specified by the Administrator for this purpose from time to time, plus 1%, adjusted each quarter. Deferred Cash Benefits will be credited to a Deferred Cash Account as of the day that the forfeited Salary would otherwise have been paid. Interest will credited on the first day of each month based on the Deferred Cash Account balance at the end of the preceding day.

(b) A Mandatory Deferred Benefit will be earned by any Program Participant whose applicable employee remuneration, as defined in Code section
162(m)(4), would exceed the limit in Code section 162(m)(1) if the Program Participant were paid his entire Salary for the Deferral Year, (taking into account any reduction in applicable employee remuneration required by procedures of the Administrator described in section 7(b) of this Program). Such Mandatory Deferred Benefit earned under this section 6(b) shall consist of a credit equal the portion of the Program Participant's Salary that, pursuant to procedures established by the Administrator, is forfeited because its payment would have caused the limit in Code section 162(m)(1) to be exceeded.

(c) A Program Participant's Deferred Cash Benefit is immediately and fully vested.

7.DEFERRED STOCK BENEFITS

(a) Deferred Benefits attributable to deferred Stock Awards, Performance Share awards (including Mandatory Deferred Benefits earned with respect to forfeited Stock Awards and Performance Share awards under section
7(b)) and Nonqualified Option Gain shall be Deferred Stock Benefits. Deferred Stock Benefits will be set up in a Deferred Stock Account and credited with earnings as described in section 7(b). Deferred Stock Benefits will be credited as follows: (i) Stock Award and Performance Share award deferrals (other than Mandatory Deferred Benefits) will be credited on the day following the Election Date; (ii) Mandatory Deferred Benefits attributable to forfeited Stock Awards and Performance Share awards will be credited as soon as practicable after the applicable award or portion thereof has been forfeited; and (iii) Nonqualified Option Gain deferrals will be credited on the day following the date of exercise of the related Option.

(b) A Mandatory Deferred Benefit will be earned by any Program Participant whose applicable employee remuneration, as defined in Code section
162(m)(4), would exceed the limit in Code section 162(m)(1) (taking into account any reduction in applicable employee remuneration required by procedures of the Administrator described in section 6(b) of this Program). Such Mandatory Deferred Benefit shall consist of a credit equal to the portion of a Stock Award or Performance Share award that, pursuant to procedures established by the Administrator, was forfeited because its vesting or transferability, or its settlement, would have caused the limit in Code section 162(m)(1) to be exceeded.

(c) A Deferred Stock Account also shall be credited with any dividends that would have been paid on the whole shares of Common Stock credited to the Deferred Stock Account. A Deferred Stock Account shall be credited with the number of whole and fractional shares of Common stock that a Program Participant could have purchased with such dividends based on the Fair Market Value on the day before such dividends are credited to the account. The Deferred Stock Account shall be credited on the days that dividends are paid on the Common Stock.

(d) The portion of a Program Participant's Deferred Stock Benefit attributable to Nonqualified Option Gain, and all Mandatory Deferred Benefits, are immediately and fully vested. The portion of a Program Participant's Deferred Stock Benefit attributable to deferred Stock Awards or deferred Performance Share awards (or a portion thereof), other than a Mandatory Deferred Benefit, shall become vested as of the date the related (i) Stock Award (or portion thereof) would otherwise have become nonforfeitable and transferable, or (ii) Performance Share award (or portion thereof) would otherwise have been earned, provided any conditions for vesting or earning the award set forth in the Agreement relating to the Stock Award or Performance Share award are satisfied. To the extent a Program Participant Terminates under circumstances that would allow for continued vesting or earn-out of a Stock Award or Performance Share award, vesting of the related portion of the Program Participant's Deferred Stock Account shall occur on the same basis and shall not be affected by such Termination. Notwithstanding any other provision of this section 7(d), a Program Participant's entire Deferred Stock Benefit shall become fully vested upon a Control Change Date.

8. DISTRIBUTIONS.

(a) According to a Program Participant's Distribution Election Form, but subject to Program section 4(d), a Deferred Cash Benefit will be distributed in cash. According to a Program Participant's Distribution Election Form, but subject to Plan Article V, a Deferred Stock Benefit must be distributed in shares of Common Stock equal to the number of whole shares of Common Stock credited to the Program Participant's Deferred Stock Account on the last day of the month preceding the month of distribution. Cash will be paid in lieu of a fractional share of Common Stock credited to the Program Participant's Deferred Stock Account on the last day of the month preceding the month of distribution.

(b) Except for distributions of Mandatory Deferred Benefits and distributions triggered by a Program Participant's disability, Deferred Benefits will be paid in a lump sum unless the Program Participant's Distribution Election Form specifies annual installment payments over a period of up to 5 years. A Deferred Benefit payable in installments will continue to accrue additional credits under Program section 6(a) or 7(c), as applicable, on the unpaid balance of a Deferred Cash Account or Deferred Stock Account through the end of the month preceding the month of distribution.

If a Program Participant Terminates as a result of his disability, Deferred Benefits will be paid to such Program Participant in annual installments over a period of 5 years commencing on the date his disability is certified by the Administrator unless the Administrator, in his sole discretion, approves a longer or shorter payment period. If, after his Termination as a result of disability, such Program Participant recovers before the balance of his Deferred Cash Account or Deferred Stock Account under the Program is exhausted, his distributions will be discontinued and any remaining Deferred Benefits under the Program will be governed by the provisions of this section and his Distribution Election Form.

Unless otherwise specified in a Program Participant's Distribution Election Form, any lump sum payment will be paid or installment payments will begin to be paid on the March 15 after the Program Participant's sixty-fifth birthday or on the March 15 after the Program Participant's Termination, if earlier. For distributions that would automatically be caused under the preceding sentence by a Program Participant's Termination (other than by death or disability) or for distributions that would otherwise automatically begin because a Program Participant reaches age sixty-five, the Program Participant may elect on his Distribution Election Form that payments are to begin

(i) on the March 15 following his Termination, without regard to his age; or

(ii) on the March 15 following his Termination and his attainment of a specified age; or

(iii) even if the Program Participant does not Terminate, on the March 15 following his attainment of a specified age.

For purposes of these distribution election alternatives, the specified age must be not less than the Program Participant's age two years from the Election Date pertaining to the applicable Deferral Year. With the consent of the Administrator, as described in section 4(c) above, a Program Participant may amend his Distribution Election Form to postpone the commencement of benefit payments if (i) the amendment is approved by the Administrator before the calendar year in which benefit payments are scheduled to begin and (ii) the amended payment date conforms to the requirements of the Program.

(c) Notwithstanding section 8(b), above, to the extent a Program Participant's Deferred Stock Benefit is not yet vested according to section 7(d) at the time distribution is scheduled to occur, because the deferred Stock Award or Performance Share award to which such Deferred Stock Benefit or portion thereof is attributable would not yet have vested or been earned under the Agreement evidencing the award, distribution shall be delayed until the date specified in the following sentence. Any portion of a Deferred Stock Account that is subject to delayed distribution under the preceding sentence will be distributed on the March 15 next following such vesting or earn-out date. No distribution will be made, and all or a portion of a Program Participant's Deferred Stock Account will be forfeited to the extent the conditions for vesting or earn-out specified in the Agreement relating to the deferred Stock Award or Performance Share award are not met, including the Program Participant's Termination under circumstances which would have caused all or a portion of the award to have been forfeited.

(d) Deferred Benefits may not be assigned by a Program Participant or Beneficiary. A Program Participant may use only one Beneficiary Designation Form to designate one or more Beneficiaries for all of his Deferred Benefits under the Program; such designations are revocable. Each Beneficiary will receive his portion of the Program Participant's Deferred Account on the March 15 following the Program Participant's death unless the Beneficiary's request for accelerated payment is approved at the Administrator's discretion under section 9 or unless the Beneficiary's request for a different distribution schedule is received before distributions begin and is approved at the Administrator's discretion. The Administrator may insist that multiple Beneficiaries agree upon a single distribution method.

(e) Notwithstanding any other provision of this section 8, a Program Participant's entire Deferred Cash Account and Deferred Stock Account shall be distributed to the Program Participant, or his Beneficiary following his death, as of a Control Change Date.

(f) Mandatory Deferred Benefits will be paid in a single sum no later than the last day of the Company's fiscal year in which the distribution would not result in the Program Participant's applicable employee remuneration, as defined in Code section 162(m)(4), to exceed the limit in Code section 162(m)(1).

9. HARDSHIP DISTRIBUTIONS.

(a) At its sole discretion and at the request of a Program Participant before or after the Program Participant's Termination, or at the request of any of the Program Participant's Beneficiaries after the Program Participant's death, the Administrator may accelerate and pay all or part of any amount attributable to a Program Participant's vested Deferred Benefits under this Program. Accelerated distributions may be allowed only in the event of a financial emergency beyond the Program Participant's or Beneficiary's control and only if disallowance of a distribution would create a severe hardship for the Program Participant or Beneficiary. An accelerated distribution must be limited to the amount determined by the Administrator to be necessary to satisfy the financial emergency.

(b) For purposes of an accelerated distribution under this section, the Deferred Benefit's value is determined by the value of the Deferred Account at the time of the distribution.

(c) A distribution under this section is in lieu of that portion of the Deferred Benefit that would have been paid otherwise. A Deferred Benefit is adjusted for a distribution under this section by reducing the Program Participant's Deferred Account by the amount of the distribution.

10. COMPANY'S OBLIGATION. The Program is unfunded. A Deferred Benefit is at all times a mere contractual obligation of the Company. A Program Participant and his Beneficiaries have no right, title, or interest in the Deferred Benefits or any claim against them. The Company will not segregate any funds or assets for Deferred Benefits nor issue any notes or security for the payment of any Deferred Benefit.

11. CONTROL BY PROGRAM PARTICIPANT. A Program Participant has no control over Deferred Benefits except according to his Deferral Election Forms, his Distribution Election Forms, and his Beneficiary Designation Forms.

12. CLAIMS AGAINST PROGRAM PARTICIPANT'S DEFERRED BENEFITS. A Deferred Cash Account or Deferred Stock Account relating to a Program Participant under this Program is not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so is void. Deferred Benefits are not subject to attachment or legal process for a Program Participant's debts or other obligations. Nothing contained in this Program gives any Program Participant any interest, lien, or claim against any specific asset of the Company. A Program Participant or his Beneficiary has no rights to receive Deferred Benefits other than as a general creditor.

13. AMENDMENT OR TERMINATION. Except as otherwise provided in this section, this Program may be altered, amended, suspended, or terminated at any time by the Board. Except for a termination of the Program caused by the determination of the Board that the laws upon which the Program is based have changed in a manner that negates the Program's objectives, the Board may not alter, amend, suspend, or terminate this Program without the majority consent of all Eligible Employees if that action would result either in a distribution of all Deferred Benefits in any manner other than as provided in this Program or that would result in immediate taxation of Deferred Benefits to Program Participants. Notwithstanding the preceding sentence, if any amendment to the Program, subsequent to the date the Program becomes effective, adversely affects Deferred Benefits elected hereunder, after the effective date of any such amendment, and the Internal Revenue Service declines to rule favorably on any such amendment or to rule favorably only if the Board makes amendments to the Program not acceptable to the Board, the Board, in its sole discretion, may accelerate the distribution of part or all amounts attributable to affected Deferred Benefits due Program Participants and Beneficiaries hereunder.

14. NOTICES. Notices and elections under this Program must be in writing. A notice or election to a Program Participant or Beneficiary is deemed delivered if it is delivered personally or if it is mailed by registered or certified mail to the person at his last known home address. A notice or election to the Company or the Administrator is deemed delivered if it is delivered personally or if it is mailed by registered or certified mail to the Company's executive office.

15. WAIVER. The waiver of a breach of any provision in this Program does not operate as and may not be construed as a waiver of any later breach.

16. CONSTRUCTION. This Program is created, adopted, and maintained according to the laws of the State of North Carolina (except its choice-of-law rules). It is governed by those laws in all respects. Headings and captions are only for convenience; they do not have substantive meaning. If a provision of this Program is not valid or not enforceable, that fact in no way affects the validity or enforceability of any other provision. Use of the one gender includes all, and the singular and plural include each other.

Exhibit 10.19

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Lowe's Companies, Inc. or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or to such other entity or in such other name as is requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

Transfers of this Global Security shall be limited to transfers in whole, but not in part, to nominees of Cede & Co. or to a successor thereof or such successor's nominee and transfers of portions of this Global Security shall be limited to transfers made in accordance with the restrictions set forth in
Section 303 of the Indenture referred to in this Global Security.

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACQUISITION HEREOF REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OR 904 OF REGULATION S, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT AND ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A INSIDE THE UNITED STATES, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO RULE 904 OF REGULATION S, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE, THE TRANSFER AGENT AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

LOWE'S COMPANIES, INC.

6 1/2% DEBENTURES
Due March 15, 2029

CUSIP No. 548661AJ6

No. 1
$200,000,000 Original Principal Amount

Lowe's Companies, Inc., a corporation duly organized and existing under the laws of the State of North Carolina (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS ($200,000,000) on March 15, 2029, at the office or agency of the Company referred to below, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, and to pay interest thereon in like coin or currency from February 23, 1999, or from the most recent Interest Payment Date on which interest has been paid or duly provided for, semi-annually in arrears on March 15 and September 15 in each year, commencing September 15, 1999, at the rate of 6 1/2% per annum, until the principal hereof is paid or made available for payment, and (to the extent lawful) to pay interest at the same rate per annum on any overdue principal and premium and on any overdue installment of interest until paid.

Interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, as provided in the Indenture, shall be paid to the Person in whose name this Debenture (or one or more predecessor Debentures) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Person in whose name this Debenture is registered on such Regular Record Date and may either be paid to the Person in whose name this Debenture is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the Person in whose name this Debenture is registered not less than ten days prior to such Special Record Date, or be paid at any time in any other lawful manner, all as more fully provided in the Indenture.

This Debenture is a "book-entry" debenture and is being registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), a clearing agency. Subject to the terms of the Amended and Restated Indenture, dated as of December 1, 1995 (as supplemented by the First Supplemental Indenture dated as of February 23, 1999 and as supplemented and amended from time to time, the "Indenture"), between the Company and The First National Bank of Chicago, as trustee (the "Trustee"), this Debenture will be held by a clearing agency or its nominee, and beneficial interests will be held by beneficial owners through the book-entry facilities of such clearing agency or its nominee in minimum denominations of $1,000 and increments of $1,000 in excess thereof.

The statements set forth in the restrictive legend above are an integral part of the terms of this Debenture and by acceptance hereof each holder of this Debenture agrees to be subject to and bound by the terms and provisions set forth in such legend.

As long as this Debenture is registered in the name of DTC or its nominee, the Trustee will make payments of principal of and interest on this Debenture by wire transfer of immediately available funds to DTC or its nominee. Notwithstanding the above, the final payment on this Debenture will be made after due notice by the Trustee of the pendency of such payment and only upon presentation and surrender of this Debenture at its principal corporate trust office or such other offices or agencies appointed by the Trustee for that purpose and such other locations provided in the Indenture

Payments of principal of (and premium, if any) and interest on this Debenture will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payments of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

This Debenture is one of a duly authorized issue of debentures of the Company, designated 6 1/2% Debentures due March 15, 2029 (the "Debentures"), limited in aggregate principal amount at any time Outstanding to FOUR HUNDRED MILLION DOLLARS ($400,000,000) which may be issued under the First Supplemental Indenture. Reference is hereby made to the Indenture, the First Supplemental Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Debentures, and the terms upon which the Debentures are, and are to be, authenticated and delivered. All terms used in this Debenture that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The Holder of this Debenture is entitled to the benefits of the Registration Rights Agreement, dated as of February 23, 1999 (the "Registration Rights Agreement"), between the Company and the Initial Purchasers named therein. In the event that (i) the Company fails to file an Exchange Offer Registration Statement with respect to the Debentures with the Commission on or prior to the 150th calendar day following the Closing Time,
(ii) the Commission does not declare such Exchange Offer Registration Statement effective on or prior to the 180th calendar day following the Closing Time, (iii) the Exchange Offer is not consummated on or prior to the 30th calendar day following the effective date of the Exchange Offer Registration Statement or (iv) if required, a Shelf Registration Statement with respect to the Debentures is not declared effective by the Commission on or prior to the 210th calendar day following the Closing Time (each, a "Registration Default"), the per annum interest rate borne by the Debentures shall be increased by one-quarter of one percent (0.25%) per annum from the end of the applicable period giving rise to such Registration Default. The interest rate borne by the Debentures will be increased by an additional one- quarter of one percent (0.25%) per annum for each subsequent 90-day period (or portion thereof) during which any such Registration Default continues up to a maximum aggregate increase in the annual interest rate of one-half of one percent (0.50%) per annum. Following the cure of all Registration Defaults, the interest rate borne by the Debentures shall be reduced to the original interest rate borne by the Debentures. All accrued additional interest shall be paid to Holders by the Company in the same manner as interest is paid pursuant to the Indenture. All terms used in this Debenture that are defined in the Registration Rights Agreement shall have the meanings assigned to them in the Registration Rights Agreement.

The Debentures do not have the benefit of any sinking fund obligations and shall not be redeemable at the option of the Company or repayable at the option of the Holder prior to maturity.

If an Event of Default shall occur and be continuing, the principal of all the Debentures may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company under this Debenture and (b) certain restrictive covenants and the related defaults and Events of Default applicable to the Company, in each case, upon compliance by the Company with certain conditions set forth in the Indenture, which provisions apply to this Debenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debentures under the Indenture at any time by the Company, the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Debentures at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Debentures at the time Outstanding, on behalf of the Holders of all Debentures, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Debenture shall be conclusive and binding upon such Holder and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer thereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture.

No reference herein to the Indenture and provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Debenture at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations on transfer of this Debenture by DTC or its nominee, the transfer of this Debenture is registrable in the Security Register, upon surrender of this Debenture for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by the written instrument of transfer attached hereto duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees.

The Debentures are issuable only in fully registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Debentures are exchangeable for a like aggregate principal amount of Debentures of different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange of Debentures, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Debenture for registration of transfer, the Company, the Trustee and any agent of the Company, or the Trustee may treat the Person in whose name this Debenture is registered as the owner hereof for all purposes, whether or not this Debenture be overdue, and none of the Company, the Trustee or any such agent shall be affected by notice to the contrary.

Interest on this Debenture shall be computed on the basis of a 360-day year of twelve 30-day months.

The Company shall furnish to any Holder of record of Debentures, upon written request and without charge, a copy of the Indenture.

The Indenture and this Debenture each shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law.

Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Debenture shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

In Witness Whereof, Lowe's Companies, Inc. has caused this Debenture to be signed, manually or in facsimile, by a duly elected or appointed, qualified and serving officer and has caused a facsimile of its corporate seal to be imprinted hereon, attested by the manual or facsimile signature of a duly elected or appointed, qualified and serving officer.

Lowe's Companies, Inc. By...............................

Name:
Title:

Dated: February ___, 1999

[Seal]

Attest:...........................
Name:
Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

THIS IS ONE OF THE SECURITIES OF THE SERIES DESIGNATED THEREIN REFERRED

TO IN THE WITHIN-MENTIONED INDENTURE.

THE FIRST NATIONAL BANK OF CHIGAGO,
as Trustee

By................................
Authorized Officer

Annex A

[FORM OF TRANSFER CERTIFICATE]

Lowe's Companies, Inc. (the "Company")

The First National Bank of Chicago,
as Trustee (the "Trustee")

Re: 6 1/2% Debentures Due March 15, 2029

Reference is hereby made to the Amended and Restated Indenture, dated as of December 1, 1995 (as supplemented by the First Supplemental Indenture dated as of February 23, 1999, and as supplemented and amended from time to time, the "Indenture"), between the Company and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. Other terms shall have the meanings given to them in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act").

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

the within Debenture and all rights thereunder, hereby irrevocably constituting and appointing ____________________ attorney-in-fact to transfer said Debenture on the books of the Company with full power of substitution in the premises.

In connection with any transfer of this Debenture occurring prior to the date that is the earlier of the date of an effective Shelf Registration Statement or the Resale Restriction Termination Date, the undersigned confirms that without utilizing any general solicitation or general advertising:

[Check One]

____  Such Debenture is being transferred in accordance with (i) the transfer
      restrictions set forth in the Indenture and the Debentures and (ii) Rule
      144A under the Securities Act, to a Transferee that the Transferor
      reasonably believes is purchasing the Debentures for its own account or
      an account with respect to which the Transferee exercises sole
      investment discretion, and the Transferee and any such account is a
      "Qualified Institutional Buyer" within the meaning of Rule 144A, and
      such Transferee is aware that the sale to it is being made in reliance
      upon Rule 144A, in each case in a transaction meeting the requirements
      of Rule 144A and in accordance with any applicable securities laws of
      any state of the United States or any other jurisdiction.

                                     or

____  Such Debenture is being transferred pursuant to an exemption from
      registration under the Securities Act provided by Rule 144 thereunder
      upon provision of an opinion of counsel and such other evidence
      acceptable to the Company that such offer, sale, pledge or transfer is
      in compliance with the Securities Act and other applicable laws, in each
      case in a form satisfactory to the Company.

                                     or

____  Such Debenture is being transferred in a transaction other than in
      accordance with the above upon provision of a legal opinion and other
      evidence requested by the Company in form and substance satisfactory to
      the Company, to the effect that the proposed transfer is being made
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the Securities Act.

If none of the foregoing boxes is checked, the Trustee or other Security Registrar shall not be obligated to register this Debenture in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 312 of the Indenture shall have been satisfied.

This certificate and the statements contained herein are made for your benefit and the benefit of the Initial Purchaser named in the Offering Memorandum distributed by the Company in connection with the sale of the Debentures.

You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

[Insert Name of Transferor]

By:_____________________________ Name:

Title:

Dated: ____________________
(N.B.: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever)

TO BE COMPLETED BY PURCHASER IF THE FIRST OPTION ABOVE IS CHECKED.

Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

The undersigned represents and warrants that it is purchasing this Debenture for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Date: _____________ ___________________________________________________

(NOTICE: To be executed by an executive officer)

PAYMENT INSTRUCTIONS

The assignee should include the following for purposes of payment:

Payment shall be made, by wire transfer or otherwise, in immediately available funds, to _____________________, for the account of ______________________, account number ___________, or, if mailed, by check to _____________________. Applicable reports and statements should be mailed to _____________________. This information is provided by _____________________, the assignee named above, or _____________________, as its agent.

Path: DOCSOPEN\RICHMOND\08322\23797\000282\7H5201!.DOC
Doc #: 348806; V. 1
Doc Name: Exhibit 10.13 (Debenture) to 10-K Author: McCullough, Michael, 08322
Last Edit: 03/26/99 10:54 AM

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