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.
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.