RELEASE, SEPARATION AND CONSULTING AGREEMENT

THIS RELEASE, SEPARATION AND CONSULTING AGREEMENT NUNC PRO TUNC ("Agreement"), is made and 

entered into this the 31st day of January 2003, by and between ▇▇▇▇'▇ COMPANIES, INC., a North Carolina 

corporation hereinafter referred to as ("Company") and its wholly owned subsidiary, ▇▇▇▇'▇ HOME CENTERS, INC., 

a North Carolina corporation hereinafter known as ("Lowe's") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("Releasor").

WHEREAS, Company, Lowe's and Releasor did enter into a Release and Separation Agreement dated January 31, 

2003 BUT BY MISTAKE, said agreement omitted through inadvertence the reference of a Consulting Agreement by 

and between Lowe's and Releasor dated January 21, 2003 which was inadvertently or mistakenly omitted by reference 

in the Release and Separation Agreement by and between the parties.

NOW, THEREFORE, the parties hereby amend the Release and Separation Agreement dated January 31, 2003  which 

is attached hereto as Exhibit A with this RELEASE, SEPARATION AND CONSULTING AGREEMENT NUNC PRO 

TUNC by and between ▇▇▇▇'▇ Companies, Inc. and ▇▇▇▇'▇ Home Centers, Inc. and Releasor made and entered into 

this the 31st day of January 2003 with an effective date of January 31, 2003 and SUPERCEDS the Release and 

Separation Agreement made by and between the parties under date of January 31, 2003 through this RELEASE, 

SEPARATION AND CONSULTING AGREEMENT NUNC PRO TUNC by and between ▇▇▇▇'▇ Companies, Inc., 

▇▇▇▇'▇ Home Centers, Inc. and Releasor.  The parties do hereby agree, covenant and stipulate as follows:

1. Separation of Employment.  Releasor shall be on paid leave of absence from Company from February 3, 2003 

through March 7, 2003 at 9:00 a.m. During the time period from February 3, 2003 through March 7, 2003, Releasor 

shall not be eligible to accrue, earn, or be granted any Company or Lowe's bonus or incentive stock options.  The 

parties agree that on March 7, 2003 Releasor shall be transferred as an employee of ▇▇▇▇'▇ Companies, Inc. to an 

employee of ▇▇▇▇'▇ Home Centers, Inc. with an affective date of March 7, 2003 at 9:01 a.m. Eastern Standard Time.   

Releasor shall not be required to, and shall not, perform any job-related duties for Lowe's while he is on leave from 

the Company.  Releasor shall be separated from his employment with Lowe's, effective 5:00 p.m., March 7, 2003 

(the "Separation Date").  After the Separation Date, Releasor shall receive his 2002 Bonus Plan payment and his 

payout from the Executive Deferred Compensation Plan, pursuant to the terms of those plans.  After the Separation 

Date, Releasor shall also receive his payout from the prior and current Benefit Restoration Plans, pursuant to the 

terms of those plans.  Upon termination of Releasor with ▇▇▇▇'▇ Home Centers, Inc, effective 5:00 p.m. on March 7, 

2003, Releasor will provide consulting services as an independent contractor for ▇▇▇▇'▇ Home Centers, Inc.

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2. Consideration.  In consideration of the RELEASE, SEPARATION AND CONSULTING AGREEMENT NUNC PRO 

TUNC of Companies and Lowe's by Releasor, Lowe's agrees to make the following payments to Releasor (the 

"Consideration").

 (a) During the period from March 7, 2003 through March 7, 2004, Lowe's shall pay to Releasor the gross sum of 

$505,000 (Five Hundred Five Thousand Dollars) the Consideration, less all applicable required federal state, and 

local withholdings.  This payment will be made in four (4) installment payments to Releasor each in the gross 

amount of ONE HUNDRED TWENTY SIX THOUSAND TWO HUNDRED FIFTY DOLLARS ($126,250.00), the first 

such payment to be made on March 10, 2003 and the remaining three (3) payments to be made as follows:  the second 

payment to be made on the 30th day of July, 2003, the third payment to be made on the 30th day of October, 2003, 

and the fourth payment to be made on January 30, 2004.  As consideration for Releasor's agreement to provide 

consulting services through a written Consulting Agreement, which was executed simultaneously with this 

Agreement on January 31, 2003, TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) of the Consideration 

is Consulting Fees as defined and pursuant to the Consulting Agreement by and between ▇▇▇▇'▇ Home Centers, Inc. 

and the Releasor.  The remainder of the Consideration is consideration for the release, separation, confidentiality, 

non-competition, non-interference, general release, non-disparagement, and the other requirements in this Agreement.

 (b) After Releasor has exhausted his 18 months of COBRA medical coverage, Lowe's will pay the premiums for family 

conversion coverage with BCBS-FL for one full year from September 8, 2004 through September 7, 2005.  Releasor 

shall forward all premium invoices directly to the Vice President of Compensation and Benefits of the Company for 

reimbursement.

 (c) Additionally, the parties agree that, in accordance with the terms of the Amended and Restated Stock Option 

Agreement, the stock options to purchase all shares of Company stock presently held by Releasor shall vest in 

accordance with the vesting schedule previously established and shall not lapse three (3) months following the 

Termination Date or during the remainder of the period preceding the expiration date of said option, whichever is 

shorter, as provided in the Releasor's Non-Qualified Stock Option Agreements and the Incentive Stock Option 

Agreements dated December 4, 1998, February 3, 2000, March 1, 2001, February 1, 2002, and March 1, 2002, and that 

those shares shall remain exercisable until the expiration date set forth in such Agreement.  The option, as amended, 

will be subject to the terms of an Amended and Restated Stock Option Agreement to be executed by Releasor and the 

Company as of the date hereof, in the form attached hereto as Exhibit A.  Releasor does not have any other options or 

rights to purchase Company stock.

 The Consideration shall only become payable after the expiration of the time period defined in paragraph 3 entitled 

"Right to Revoke Agreement" and upon the full execution and delivery of this Agreement in triplicate to ▇▇▇▇▇▇▇ ▇. 

▇▇▇▇▇▇▇▇, Senior Vice President, General 

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Counsel and Secretary, ▇▇▇▇'▇ Companies, Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇.

 Releasor agrees that the foregoing payments and benefits shall constitute the entire amount of monetary 

consideration provided to him under this Agreement, that he is not entitled to any further monetary consideration 

whatsoever from the Company and/or Lowe's, apart from any and all vested and nonforfeitable benefits, payments, 

or stock rights, including all rights, if any, under Lowe's ESOP and 401(k) plans, and that he will not seek any further 

compensation or consideration for any other claimed damages, costs, or attorneys' fees in connection with the matters 

encompassed in this Agreement.

3. Right to Revoke Agreement.  Following Releasor's execution and delivery of the Agreement to Lowe's, Releasor shall 

have a seven-day period in which to revoke this Agreement as provided in the Age Discrimination in Employment Act 

("ADEA") (referred to as "Revocation Period").  During this seven-day Revocation Period, Releasor shall exercise this 

right by delivering written notice of the Releasor's revocation.  Lowe's shall not have the right to revoke this Agreement 

during the seven-day Revocation Period. 

4. Confidentiality.  Releasor acknowledges that, during Releasor's employment with Company and Lowe's, Releasor 

learned information that is confidential to Company and Lowe's ("Confidential Information").  Such Confidential 

Information includes, but is not limited to: trade secrets; plans for opening, closing, expanding, or relocating stores; 

distribution information; purchasing and product information; advertising and promotional programs and plans; financial 

or statistical data; sales and account information; customer information; sales and marketing plans and strategies; pricing 

strategies and reports; personnel information; information regarding threatened, pending, or closed legal matters; 

personnel information and any other information of a similar nature that is not known or made available to the public or 

to Company and Lowe's competitors, which, if misused or disclosed, could adversely affect the business of Company 

and Lowe's.

Releasor agrees not to disclose any Confidential Information to any person (including any Company and Lowe's employee 

who does not need to know such Confidential Information), agency, institution, company or other entity without first 

obtaining the written consent of Company and Lowe's.  Releasor acknowledges and agrees that the duties and obligations 

under this Section 4 will continue for as long as such Confidential Information remains confidential to the Company and/or 

Lowe's. Releasor further acknowledges and agrees that any breach of this Section 4 would be a material breach of this 

Agreement.

Releasor further agrees to return any Confidential Information in his possession (whether in documentary or electronic 

form) to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary, ▇▇▇▇'▇ Companies, Inc., ▇▇▇▇ ▇▇▇▇▇▇ 

▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.  Said Confidential Information will be returned within ten business days.

Releasor acknowledges and reaffirms the terms, provisions, warranties and covenants set forth in the ▇▇▇▇'▇ Companies, 

Inc. Incentive Plan and all stock option agreements executed during Releasor's tenure with Company and Lowe's.

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5. Non-Competition.  For a period of three years beginning on February 3, 2003, Releasor shall not directly or indirectly 

accept any employment, board appointment(s), consulting or other cooperative business arrangement with: (i) any entity 

that owns, operates, controls or maintains retail and/or warehouse hardware or home improvement stores with total annual 

sales of at least $500 million dollars including, but not limited to, the following entities: The Home Depot, Inc.; Sears 

(including Sears Hardware Stores, and Orchard Supply and Hardware Company); Home Base, Inc.; Scotty's, Inc; Wal-Mart 

Stores, Inc.; and ▇▇▇▇▇▇, Inc.; or (ii) any vendor who sells products to the Company (as that term is herein defined in 

paragraph 11), and/or any affiliate, parent companies, subsidiaries, or any successor of interest of any of these entities.

6. Non-Interference.  Releasor does warrant, covenant, and agree that he shall not, for a period of three years from the 

execution of this Agreement, directly (or, with knowledge or intent, indirectly) interfere with any of the relationships of 

Company and Lowe's with any of its real estate brokers, real estate developers, consultants, employees, suppliers or 

customers, or any governmental entities.  By way of specific example, and not by way of limitation, Releasor shall not:

 (a) solicit or induce any officer, administrative officer, director, regional vice president, district manager, co-manager, 

store manager, regional human resource manager, regional loss prevention manager, or other employee of Company and 

Lowe's to leave his or his employment with Company and/or Lowe's; or

 (b) hire, or cause to be hired, for any employment with any competitors or vendors of Lowe's (as that term is herein 

defined), any officer, administrative officer, director, regional vice president, district manager, co-manager, store manager, 

regional human resource manager, regional loss prevention manager, or other employee of Company and Lowe's; or

(c) aid or assist any other person, firm, corporation, or other entity to do any of the acts described in subsections (a) 

and (b) immediately above.

7. General Release. Releasor covenants and agrees that Releasor hereby irrevocably and unconditionally releases, 

acquits and forever discharges Company and Lowe's, as well as each of Lowe's officers, directors, employees, 

subsidiaries, and agents (Company and Lowe's and their officers, directors, employees, subsidiaries and agents being 

collectively referred to herein as the "Releasees"), or any of them, from any and all charges, complaints, claims, liabilities, 

obligations, promises, demands, costs, losses, debts, and expenses (including attorneys' fees and costs actually incurred), 

of any nature whatsoever, in law or equity, arising out of Releasor's employment with Company and Lowe's or the 

termination of Releasor's employment with Company and  Lowe's (other than any claim arising out of the breach by 

Company and Lowe's of the terms of this Agreement), including, without limitation, all claims asserted or that could be 

asserted by Releasor against Company and Lowe's in any litigation arising from summonses and complaints filed in federal, 

state or municipal court asserting any claim arising from any alleged violation by the Releasees of any federal, state, or local 

statutes, 

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ordinances, or common law, including, but not limited to, the Age Discrimination in Employment Act, Title VII of 

the Civil Rights Act of 1964, as amended, the Equal Pay Act, the Americans with Disabilities Act, the Fair Labor Standards 

Act, the Releasor Retirement Income Security Act, the Rehabilitation Act of 1973, the Civil Rights Act of 1991, the 

Family and Medical Leave Act, the Civil Rights Act of 1866, and any other employment discrimination laws, as well as 

any other claims based on constitutional, statutory, common law, or regulatory grounds, as well as any claims based on 

theories of retaliation, wrongful or constructive discharge, breach of contract or implied covenant, fraud, misrepresentation, 

intentional and/or negligent infliction of emotional distress, or defamation ("Claim" or "Claims"), which Releasor now has, 

owns, or holds, or claims to have, own, or hold, or which Releasor had, owned, or held, or claimed to have, own  or hold at 

any time before execution of this Agreement, against any or all of the Releasees.  Notwithstanding the foregoing, however, 

Releasor specifically does not release any right to or claim for payment of any and all vested and nonforfeitable benefits, 

payments, or stock rights, including all rights, if any, under ▇▇▇▇'▇ Companies, Inc. ESOP, and 401(k) plans and hereby 

irrevocably and unconditionally releases, acquits and forever discharges Company and Lowe's, as well as each of Company 

and Lowe's officers, directors, employees, subsidiaries, and agents, in respect to the forfeitures.

8. Payment by Lowe's. Releasor acknowledges that, from the gross amount of the Consideration, Lowe's shall withhold 

all amounts required by appropriate taxing authorities and that Lowe's shall issue the appropriate W-2 form or other 

appropriate tax forms to Releasor.

9. Notification of Rights. Releasor agrees (1) that his waiver of rights under this Agreement is knowing and voluntary and 

complies in full with all of the requirements of the Older Workers Benefit Protection Act; (2) that he has read and understands 

the terms of this Agreement and has voluntarily accepted these terms for the purposes of making a full and final compromise, 

settlement and adjustment of any and all claims, disputed or otherwise, on account of his personal services relationship (or 

termination of the relationship) with Lowe's and for the express purpose of precluding forever any further claims arising out 

of such relationship or its termination as set forth above; (3) that the payment listed above exceeds the amount that would 

normally be received for an employee separated by Company and Lowe's, that it exceeds what Releasor would otherwise 

have been so entitled to, and that the extra payment is in exchange for signing this Agreement; (4) that Releasor has been 

advised to consult with an attorney prior to executing this Agreement; (5) that Company and Lowe's has given Releasor a 

period of at least twenty-one (21) calendar days within which to consider and accept the terms of this Agreement; (6) that 

this Agreement waives all claims that may have arisen up to the date of this Agreement; (7) that Releasor does not waive 

any claims that might arise after execution of this Agreement; (8) that Releasor has been given at least seven (7) calendar 

days after execution to revoke this Agreement, and that, if Releasor chooses not to so revoke, the Agreement shall then 

become effective and enforceable and the payment listed above shall then be made pursuant to the terms of Paragraph 2 

of this Agreement; and (9) to be effective, the revocation must be delivered, via hand delivery, within the seven (7) day 

period to, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary, ▇▇▇▇'▇ Companies, Inc., ▇▇▇▇ ▇▇▇▇▇▇ 

▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇.

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10. Injunctive Relief. Company and Lowe's and Releasor agree that the provisions of Sections 4, 5, and 6 are important to 

and of material consideration to Company and Lowe's and that Company and Lowe's considers that monetary damages 

alone are an inadequate remedy to Company and Lowe's for any breach of the provisions thereof. Releasor further stipulates 

that, upon any material breach by Releasor of the provisions of Sections 4, 5, and 6 Company and Lowe's shall be entitled to 

injunctive relief against Releasor from a court having personal jurisdiction of Releasor.  This section shall not be deemed to 

limit the legal and equitable remedies available to Lowe's or to limit the nature and extent of any claim by Company and 

Lowe's for damages caused by Releasor for breach of this Agreement.

11. Non-Disparagement: Releasor further agrees that he will not, directly or indirectly, disparage Company and Lowe's, 

and its successors, subsidiaries, related or associated companies, divisions, corporate affiliates, assigns, officers, directors, 

shareholders, attorneys, employees, agents, trustees, representatives, and insurers.

12. Non-Admission Clause: The parties mutually understand and agree that this Release and Separation Agreement does 

not constitute any admission of fault, responsibility or liability on the part of any of the Releasees.

13. Default and Notice. In the event Lowe's fails to make any payment due under the provisions of this Agreement, 

Releasor shall give written notice of such failure to Lowe's, and that Lowe's shall have a period of twenty (20) business days 

from receipt of such notice in which to cure such default.  For purposes of this Agreement, all notices to Lowe's shall be in 

writing and either hand delivered or sent by Certified Mail, Return Receipt Requested to Lowe's at the following address:

14. Waiver of Breach. Any waiver by either party of a breach of this Agreement will not constitute a waiver of any further 

breach, whether of a similar or dissimilar nature.

15. Whole Agreement, Amendment and Severability.  This document contains the whole and entire understanding and 

agreement between the parties hereto.  There are no other understandings, promises, covenants or agreements between the 

parties regarding the subject matter of this Agreement, except as specifically set forth herein.  This Agreement may not be 

amended, modified or altered in any fashion except in writing executed by the parties hereto with the same formality as with 

which this Agreement is executed.  Releasor understands and agrees that each clause of this Agreement is a separate and 

independent clause, and that, if any clause should be found unenforceable, such clause should be and is hereby severed 

from this Agreement and will not affect the enforceability of any of the other clauses herein.

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16. Governing Law. The interpretation and enforcement of this Agreement shall be governed by the internal laws and 

judicial decisions of the State of North Carolina, without regard to any principles of conflicts of laws.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written.

ACKNOWLEDGMENT

The undersigned acknowledges that on or before January 31, 2003, he was provided with the attached Release and 

Separation Agreement.  The undersigned further acknowledges that he has been advised to consult with an attorney 

before entering into the attached Agreement and that he is being given a period of at least twenty-one (21) days to 

consider whether to accept or reject the proposed Agreement.  The undersigned acknowledges that, he has received 

and read this Acknowledgment and fully understands its meaning.

				              Exhibit A

			RELEASE AND SEPARATION AGREEMENT

THIS RELEASE AND SEPARATION AGREEMENT ("Agreement"), is made and entered into this the 31st day of 

January 2003, by and between ▇▇▇▇'▇ COMPANIES, INC., a North Carolina corporation ("Lowe's") and 

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("Employee").

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby 

acknowledged, the parties do hereby agree, covenant and stipulate as follows:

1. Separation of Employment. Employee shall be on paid leave of absence from Lowe's from February 3, 2003 

through March 7, 2003. During the time period from February 3, 2003 through March 7, 2003, Employee shall not be 

eligible to accrue, earn, or be granted any Company bonus or incentive stock options.

Employee shall not be required to, and shall not, perform any job-related duties for Lowe's while he is on leave from 

the Company.  Employee shall be separated from his employment with Lowe's, effective 5:00 p.m., March 7, 2003 

(the "Separation Date").  After the Separation Date, Employee shall receive his 2002 Bonus Plan payment and his 

payout from the Executive Deferred Compensation Plan, pursuant to the terms of those plans.  After the Separation 

Date, Employee shall also receive his payout from the prior and current Benefit Restoration Plans, pursuant to the 

terms of those plans.

2. Consideration.  In consideration of the release of Lowe's by Employee, Lowe's agrees to make the following 

payments to Employee (the "Consideration").  

 (a) During the period from March 7, 2003 through March 7, 2004, Lowe's shall pay to Employee the gross sum of 

$505,000 (Five Hundred Five Thousand Dollars), less all applicable required federal state, and local withholdings.  

This payment will be made in four (4) installment payments to Employee each in the gross amount of ONE HUNDRED 

TWENTY SIX THOUSAND TWO HUNDRED FIFTY DOLLARS ($126,250.00), the first such payment to be made on 

March 10, 2003 and the remaining three (3) payments to be made as follows:  the second payment to be made on the 

30th day of July, 2003, the third payment to be made on the 30th day of October, 2003, and the fourth payment to be 

made on January 30, 2004.

 (b) After Employee has exhausted his 18 months of COBRA medical coverage, Lowe's will pay the premiums for 

family conversion coverage with BCBS-FL for one full year from September 8, 2004 through September 7, 2005.  

Employee shall forward all premium invoices directly to the Vice President of Compensation and Benefits for 

reimbursement.

 (c) Additionally, the parties agree that, in accordance with the terms of the Amended and Restated Stock Option 

Agreement, the stock options to purchase all shares of Company stock presently held by Employee shall vest in 

accordance with the vesting schedule 

1

previously established and shall not lapse three (3) months following the Termination Date or during the remainder 

of the period preceding the expiration date of said option, whichever is shorter, as provided in the Employee's 

Non-Qualified Stock Option Agreements and the Incentive Stock Option Agreements dated December 4, 1998, 

February 3, 2000, March 1, 2001, February 1, 2002, and March 1, 2002, and that those shares shall remain exercisable 

until the expiration date set forth in such Agreement.  The option, as amended, will be subject to the terms of an 

Amended and Restated Stock Option Agreement to be executed by Employee and the Company as of the date hereof, 

in the form attached hereto as Exhibit A.  Employee does not have any other options or rights to purchase Company stock.

The Consideration shall only become payable after the expiration of the time period defined in paragraph 3 entitled 

"Right to Revoke Agreement" and upon the full execution and delivery of this Agreement in triplicate to ▇▇▇▇▇▇▇ ▇. 

▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary, ▇▇▇▇'▇ Companies, Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, 

▇▇▇▇▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇.  

Employee agrees that the foregoing payments and benefits shall constitute the entire amount of monetary consideration 

provided to him under this Agreement, that he is not entitled to any further monetary consideration whatsoever from the 

Company, apart from any and all vested and nonforfeitable benefits, payments, or stock rights, including all rights, if 

any, under Lowe's ESOP and 401(k) plans, and that he will not seek any further compensation or consideration for any 

other claimed damages, costs, or attorneys' fees in connection with the matters encompassed in this Agreement.

3. Right to Revoke Agreement.  Following Employee's execution and delivery of the Agreement to Lowe's, Employee 

shall have a seven-day period in which to revoke this Agreement as provided in the Age Discrimination in Employment 

Act ("ADEA") (referred to as "Revocation Period").  During this seven-day Revocation Period, Employee shall exercise 

this right by delivering written notice of the Employee's revocation.  Lowe's shall not have the right to revoke this 

Agreement during the seven-day Revocation Period.

4. Confidentiality.  Employee acknowledges that, during Employee's employment with Lowe's, Employee learned 

information that is confidential to Lowe's ("Confidential Information").  Such Confidential Information includes, but is 

not limited to: trade secrets; plans for opening, closing, expanding, or relocating stores; distribution information; 

purchasing and product information; advertising and promotional programs and plans; financial or statistical data; 

sales and account information; customer information; sales and marketing plans and strategies; pricing strategies and 

reports; personnel information; information regarding threatened, pending, or closed legal matters; personnel 

information and any other information of a similar nature that is not known or made available to the public or to Lowe's 

competitors, which, if misused or disclosed, could adversely affect the business of Lowe's.

Employee agrees not to disclose any Confidential Information to any person (including any Lowe's employee who does 

not need to know such Confidential Information), agency, institution, company or other entity without first obtaining the 

written consent of Lowe's. 

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Employee acknowledges and agrees that the duties and obligations under this Section 4 will continue for as long as such 

Confidential Information remains confidential to Lowe's. Employee further acknowledges and agrees that any breach of 

this Section 4 would be a material breach of this Agreement.

Employee further agrees to return any Confidential Information in his possession (whether in documentary or electronic 

form) to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary, ▇▇▇▇'▇ Companies, Inc., ▇▇▇▇ ▇▇▇▇▇▇ 

▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.  Said Confidential Information will be returned within ten business days.

Employee acknowledges and reaffirms the terms, provisions, warranties and covenants set forth in the ▇▇▇▇'▇ Companies, 

Inc. Incentive Plan and all stock option agreements executed during Employee's tenure with Lowe's.

5. Non-Competition.  For a period of three years beginning on February 3, 2003, Employee shall not directly or indirectly 

accept any employment, board appointment(s), consulting or other cooperative business arrangement with: (i) any entity 

that owns, operates, controls or maintains retail and/or warehouse hardware or home improvement stores with total annual 

sales of at least $500 million dollars including, but not limited to, the following entities: The Home Depot, Inc.; Sears 

(including Sears Hardware Stores, and Orchard Supply and Hardware Company); Home Base, Inc.; Scotty's, Inc; Wal-Mart 

Stores, Inc.; and ▇▇▇▇▇▇, Inc.; or (ii) any vendor who sells products to the Company (as that term is herein defined in 

paragraph 11), and/or any affiliate, parent companies, subsidiaries, or any successor of interest of any of these entities.

6. Non-Interference.  Employee does warrant, covenant, and agree that he shall not, for a period of three years from the 

execution of this Agreement, directly (or, with knowledge or intent, indirectly) interfere with any of the relationships of 

Lowe's with any of its real estate brokers, real estate developers, consultants, employees, suppliers or customers, or any 

governmental entities.  By way of specific example, and not by way of limitation, Employee shall not:

 (a) solicit or induce any officer, administrative officer, director, regional vice president, district manager, co-manager, store 

manager, regional human resource manager, regional loss prevention manager, or other employee of Lowe's to leave his or 

his employment with Lowe's; or

 (b) hire, or cause to be hired, for any employment with any competitors or vendors of Lowe's (as that term is herein defined), 

any officer, administrative officer, director, regional vice president, district manager, co-manager, store manager, regional 

human resource manager, regional loss prevention manager, or other employee of Lowe's; or

 (c) aid or assist any other person, firm, corporation, or other entity to do any of the acts described in subsections (a) and 

(b) immediately above.

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7. General Release. Employee covenants and agrees that Employee hereby irrevocably and unconditionally releases, acquits 

and forever discharges Lowe's, as well as each of Lowe's officers, directors, employees, subsidiaries, and agents (Lowe's 

and Lowe's officers, directors, employees, subsidiaries and agents being collectively referred to herein as the "Releasees"), 

or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, demands, costs, losses, debts, 

and expenses (including attorneys' fees and costs actually incurred), of any nature whatsoever, in law or equity, arising 

out of Employee's employment with Lowe's or the termination of Employee's employment with Lowe's (other than any claim 

arising out of the breach by Lowe's of the terms of this Agreement), including, without limitation, all claims asserted or that 

could be asserted by Employee against Lowe's in any litigation arising from summonses and complaints filed in federal, state 

or municipal court asserting any claim arising from any alleged violation by the Releasees of any federal, state, or local 

statutes, ordinances, or common law, including, but not limited to, the Age Discrimination in Employment Act, Title VII of the 

Civil Rights Act of 1964, as amended, the Equal Pay Act, the Americans with Disabilities Act, the Fair Labor Standards Act, 

the Employee Retirement Income Security Act, the Rehabilitation Act of 1973, the Civil Rights Act of 1991, the Family and 

Medical Leave Act, the Civil Rights Act of 1866, and any other employment discrimination laws, as well as any other claims 

based on constitutional, statutory, common law, or regulatory grounds, as well as any claims based on theories of retaliation, 

wrongful or constructive discharge, breach of contract or implied covenant, fraud, misrepresentation, intentional and/or 

negligent infliction of emotional distress, or defamation ("Claim" or "Claims"), which Employee now has, owns, or holds, or 

claims to have, own, or hold, or which Employee had, owned, or held, or claimed to have, own  or hold at any time before 

execution of this Agreement, against any or all of the Releasees.  Notwithstanding the foregoing, however, Employee 

specifically does not release any right to or claim for payment of any and all vested and nonforfeitable benefits, payments, or 

stock rights, including all rights, if any, under Lowe's ESOP, and 401(k) plans and hereby irrevocably and unconditionally 

releases, acquits and forever discharges Lowe's, as well as each of Lowe's officers, directors, employees, subsidiaries, and 

agents, in respect to the forfeitures.

8. Payment by Lowe's.  Employee acknowledges that, from the gross amount of the Consideration, Lowe's shall withhold all 

amounts required by appropriate taxing authorities and that Lowe's shall issue the appropriate W-2 form or other appropriate 

tax forms to Employee.

9. Notification of Rights. Employee agrees (1) that his waiver of rights under this Agreement is knowing and voluntary and 

complies in full with all of the requirements of the Older Workers Benefit Protection Act; (2) that he has read and understands 

the terms of this Agreement and has voluntarily accepted these terms for the purposes of making a full and final compromise, 

settlement and adjustment of any and all claims, disputed or otherwise, on account of his personal services relationship (or 

termination of the relationship) with Lowe's and for the express purpose of precluding forever any further claims arising out 

of such relationship or its termination as set forth above; (3) that the payment listed above exceeds the amount that would 

normally be received for an employee separated by Lowe's, that it exceeds what Employee would otherwise have been so 

entitled to, and that the extra payment is in exchange for signing this Agreement; (4) that Employee has been advised to 

consult with an attorney prior to executing this Agreement; (5) that Lowe's has given Employee a period of at least 

twenty-one 

4

(21) calendar days within which to consider and accept the terms of this Agreement; (6) that this Agreement 

waives all claims that may have arisen up to the date of this Agreement; (7) that Employee does not waive any claims that 

might arise after execution of this Agreement; (8) that Employee has been given at least seven (7) calendar days after 

execution to revoke this Agreement, and that, if Employee chooses not to so revoke, the Agreement shall then become 

effective and enforceable and the payment listed above shall then be made pursuant to the terms of Paragraph 2 of this 

Agreement; and (9) to be effective, the revocation must be delivered, via hand delivery, within the seven (7) day period to, 

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary, ▇▇▇▇'▇ Companies, Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 

▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇.

10. Injunctive Relief.  Lowe's and Employee agree that the provisions of Sections 4, 5, and 6 are important to and of material 

consideration to Lowe's and that Lowe's considers that monetary damages alone are an inadequate remedy to Lowe's for 

any breach of the provisions thereof. Employee further stipulates that, upon any material breach by Employee of the 

provisions of Sections 4, 5, and 6 Lowe's shall be entitled to injunctive relief against Employee from a court having personal 

jurisdiction of Employee.  This section shall not be deemed to limit the legal and equitable remedies available to Lowe's or 

to limit the nature and extent of any claim by Lowe's for damages caused by Employee for breach of this Agreement.

11. Non-Disparagement: Employee further agrees that he will not, directly or indirectly, disparage Lowe's, and its successors, 

subsidiaries, related or associated companies, divisions, corporate affiliates, assigns, officers, directors, shareholders, 

attorneys, employees, agents, trustees, representatives, and insurers.

12. Non-Admission Clause: The parties mutually understand and agree that this Release and Separation Agreement does 

not constitute any admission of fault, responsibility or liability on the part of any of the Releasees.

13. Default and Notice.  In the event Lowe's fails to make any payment due under the provisions of this Agreement, Employee 

shall give written notice of such failure to Lowe's, and that Lowe's shall have a period of twenty (20) business days from 

receipt of such notice in which to cure such default.  For purposes of this Agreement, all notices to Lowe's shall be in writing 

and either hand delivered or sent by Certified Mail, Return Receipt Requested to Lowe's at the following address:

14. Waiver of Breach. Any waiver by either party of a breach of this Agreement will not constitute a waiver of any further 

breach, whether of a similar or dissimilar nature.

15. Whole Agreement, Amendment and Severability.  This document contains the whole and entire understanding and 

agreement between the parties hereto.  There are no other 

5

understandings, promises, covenants or agreements between the parties regarding the subject matter of this Agreement, 

except as specifically set forth herein.  This Agreement may not be amended, modified or altered in any fashion except in 

writing executed by the parties hereto with the same formality as with which this Agreement is executed.  Employee 

understands and agrees that each clause of this Agreement is a separate and independent clause, and that, if any clause 

should be found unenforceable, such clause should be and is hereby severed from this Agreement and will not affect the 

enforceability of any of the other clauses herein.

16. Governing Law. The interpretation and enforcement of this Agreement shall be governed by the internal laws and judicial 

decisions of the State of North Carolina, without regard to any principles of conflicts of laws.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written.

6

This Amendment ("Amendment") to the [Non-Qualified] [Incentive] Stock Option Agreements, dated as of December 4, 

1998, February 3, 2000, March 1, 2001, February 1, 2002 and March 1, 2002 by and between ▇▇▇▇'▇ Companies, Inc. (the 

"Company") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Optionee") is made and executed this 31st day of January, 2003.

WHEREAS, in connection with the execution of a Separation Agreement between the Company and the Optionee, dated

as of January 31, 2003 (the "Separation Agreement"), the Compensation and Organization Committee of the Board of

Directors of the Company deems it to be in the best interests of the Company and its stockholders to effect certain

amendments to the Option Agreement;

NOW THEREFORE, the Option Agreement is amended by deleting paragraph [4] in its entirety and replacing it with the

following:

"4. Exercise After Termination of Employment or Demotion.  Except as provided in paragraphs 2, 3 and 5, upon Participant's

Demotion or if the Participant ceases to be employed by the Company and its Affiliates prior to the Expiration Date and

prior to the termination of the Company and its Affiliates prior to the Expiration Date and prior to the termination of the

Participant's rights under paragraph 6, this Option shall continue to be exercisable for all or part of the number of shares that

the Participant is entitled to purchase pursuant to the vesting schedule set forth in the Notice, reduced by the number of 

shares for which the Option was previously exercised.  In that event the Option shall continue to vest, and Participant

may exercise this Option during the remainder of the period preceding the Expiration Date."; and 

As modified hereby, the provisions of the Option Agreement, as heretofore amended, shall remain in full force and effect.

IN WITNESS HEREOF, the Company has caused this Amendment to be duly executed as of the date above first written.

ACKNOWLEDGMENT

The undersigned acknowledges that on or before February 10, 2003, he was provided with the attached Release and Separation 

Agreement.  The undersigned further acknowledges that he has been advised to consult with an attorney before entering into 

the attached Agreement and that he is being given a period of at least twenty-one (21) days to consider whether to accept or 

reject the proposed Agreement.  The undersigned acknowledges that, he has received and read this Acknowledgment and 

fully understands its meaning.

7

CONSULTING AGREEMENT

This Consulting Agreement is made by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ("Consultant") and ▇▇▇▇'▇ Home Centers, 

Inc. (hereinafter "Lowe's") as of February 3, 2003.

	SERVICES Commencing as of March 8, 2003 (the "Effective Date") Consultant will provide consulting 

services to Lowe's personnel that shall include but not be limited to the following activities: general business advice; 

evaluation of vendor proposals; and services to be provided as determined by the Chairman of the Board and CEO of 

Lowe's. 

	CONSULTING FEE Consultant's fee shall be paid a retainer amount of Two Hundred and Fifty Thousand 

Dollars ($250,000) payable pursuant to the terms and conditions as set forth in the RELEASE, SEPARATION AND 

CONSULTING AGREEMENT NUNC PRO TUNC by and between the parties dated January 31, 2003  (the "Consulting Fee").  

No commission fee, brokerage fee, percentage fee, contingent fee or other compensation shall be earned by or paid to 

Consultant for the services outlined in this Agreement, except for the Consulting Fee.

	EXPENSES	Actual expenses incurred by Consultant such as photocopying, postage, telephone, telefaxing, 

mileage and other out-of-pocket expenses shall be reimbursed by Lowe's, and the same included in any monthly statement 

of expenses.  All expenses of an unusual or extraordinary nature, including, but not limited to entertainment, meals and airline 

travel, shall be approved by Lowe's in advance of being incurred and billed on the next monthly expense invoice.

	INDEPENDENT CONTRACTOR STATUS Consultant acknowledges and agrees that he is an independent 

contractor and not an employee of Lowe's.  Consultant shall not hold himself out or make any representation to any third party 

that he is acting as Lowe's agent.  Consultant shall have no authority to enter into any written or oral agreements on behalf of 

Lowe's or create any third party obligation for Lowe's without the express prior written authorization of Lowe's. Nothing 

contained within this Agreement shall be deemed to alter or otherwise excuse Consultant's obligations to fully comply with the 

confidentiality and non-competition provision contained within the Release, Separation and Consulting Agreement Nunc Pro 

Tunc dated January 31, 2003 by and between Consultant and Lowe's.     

	HOLD HARMLESS  Consultant on behalf of himself and his heirs agrees to hold Lowe's harmless and indemnify it 

for any and all claims, including claims for personal injury, lawsuits, judgments or obligations, arising as a result of work 

performed pursuant to this Agreement, which are not caused in whole or in part by the negligent acts or omissions of Lowe's.  

Consultant will maintain such insurance that he deems appropriate to protect himself and heirs against any injury or loss. 

	CONFIDENTIALITY  Consultant covenants and agrees to maintain the confidentiality of any and all confidential 

information, oral or written, of Lowe's or its affiliated companies and parent company consisting of information not available to the

 general public concerning Lowe's business including but not limited to, including but not limited to real estate development, 

possible store locations; information system; trade secrets; plans for opening, closing, expanding, or relocating stores; distribution 

information; purchasing and product information; advertising and promotional programs and plans; financial or statistical data; 

sales and account information; customer information; sales and marketing plans and strategies; pricing strategies and reports;

personnel information; information regarding threatened, pending, or closed legal matters; personnel information and any other 

information of a similar nature that is not known or 

1

made available to the public or to Lowe's competitors, which, if misused or disclosed, could adversely affect the business of Lowe's and 

related affairs delivered or communicated to Consultant.  Consultant shall not disclose, use, divulge, or disseminate such confidential 

information to any person without the prior written consent of Lowe's.  The covenants and agreements as to confidentiality of this paragraph 

shall survive the termination of this Agreement.  Upon termination of this agreement or upon request of Lowe's, Consultant shall promptly 

return or cause to be returned to Lowe's all originals and all photocopies or duplicates of any writing or document containing such confidential

 information.

CONFLICT OF INTEREST During the term of this Agreement, and for a period of three (3) years beginning on March 7, 

2003, Consultant shall not directly or indirectly accept any employment, board appointment(s), consulting or other cooperative 

business arrangement with: (i) any entity that owns, operates, controls or maintains retail and/or warehouse hardware or home 

improvement stores with total annual sales of at least $500 million dollars including, but not limited to, the following entities: The Home 

Depot, Inc.; Sears (including Sears Hardware Stores, and Orchard Supply and Hardware Company); Home Base, Inc.; Scotty's, Inc; 

Wal-Mart Stores, Inc.; and ▇▇▇▇▇▇, Inc.; or (ii) any vendor who sells products to the Company (as that term is herein defined in 

paragraph 11), and/or any affiliate, parent companies, subsidiaries, or any successor of interest of any of these entities.  

	Nothing contained within this Agreement shall be deemed to alter or otherwise alter Consultant's obligations to fully comply 

with the confidentiality and non-competition provision contained with the Release and Separation Agreement dated January 31, 2003 by 

and between Consultant and Lowe's.  

	NOTICES All notices, consents, requests, demands and other communications hereunder are to be in writing, and are 

deemed to have been duly given or made:  (i) when delivered in person,  (ii) three (3) days after deposited in the United States mail, first 

class postage prepaid, or (iii) in the case of overnight courier services, one (1) business day after delivery to the overnight courier service 

with payment provided for, in each case addressed as follows:

		If to Consultant:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇


		If to Lowe's:		▇▇▇▇'▇ Home Centers, Inc.
					▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
					▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
					Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
					Associate General Counsel
							

TERM AND TERMINATION The term of this Agreement  shall be through March 7, 2004  from the Effective Date of this Agreement. 

2

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date first above written.

DATE:
										

2-3-2003				By:  /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
				        ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

DATE:				▇▇▇▇'▇ HOME CENTERS, INC.

2-3-2003				By:  /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
     				        ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
     				        Associate General Counsel,
     				        Vice President and Assistant Secretary

3

THIS RELEASE AND SEPARATION AGREEMENT ("Agreement"), is made and entered into this the 31st day of 

January 2003, by and between ▇▇▇▇'▇ COMPANIES, INC., a North Carolina corporation ("Lowe's") and 

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("Employee").

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby 

acknowledged, the parties do hereby agree, covenant and stipulate as follows:

1. Separation of Employment. Employee shall be on paid leave of absence from Lowe's from February 3, 2003 

through March 7, 2003. During the time period from February 3, 2003 through March 7, 2003, Employee shall not be 

eligible to accrue, earn, or be granted any Company bonus or incentive stock options.

Employee shall not be required to, and shall not, perform any job-related duties for Lowe's while he is on leave from 

the Company.  Employee shall be separated from his employment with Lowe's, effective 5:00 p.m., March 7, 2003 

(the "Separation Date").  After the Separation Date, Employee shall receive his 2002 Bonus Plan payment and his 

payout from the Executive Deferred Compensation Plan, pursuant to the terms of those plans.  After the Separation 

Date, Employee shall also receive his payout from the prior and current Benefit Restoration Plans, pursuant to the 

terms of those plans.

2. Consideration.  In consideration of the release of Lowe's by Employee, Lowe's agrees to make the following 

payments to Employee (the "Consideration").  

 (a) During the period from March 7, 2003 through March 7, 2004, Lowe's shall pay to Employee the gross sum of 

$505,000 (Five Hundred Five Thousand Dollars), less all applicable required federal state, and local withholdings.  

This payment will be made in four (4) installment payments to Employee each in the gross amount of ONE HUNDRED 

TWENTY SIX THOUSAND TWO HUNDRED FIFTY DOLLARS ($126,250.00), the first such payment to be made on 

March 10, 2003 and the remaining three (3) payments to be made as follows:  the second payment to be made on the 

30th day of July, 2003, the third payment to be made on the 30th day of October, 2003, and the fourth payment to be 

made on January 30, 2004.

 (b) After Employee has exhausted his 18 months of COBRA medical coverage, Lowe's will pay the premiums for 

family conversion coverage with BCBS-FL for one full year from September 8, 2004 through September 7, 2005.  

Employee shall forward all premium invoices directly to the Vice President of Compensation and Benefits for 

reimbursement.

 (c) Additionally, the parties agree that, in accordance with the terms of the Amended and Restated Stock Option 

Agreement, the stock options to purchase all shares of Company stock presently held by Employee shall vest in 

accordance with the vesting schedule 

1

previously established and shall not lapse three (3) months following the Termination Date or during the remainder 

of the period preceding the expiration date of said option, whichever is shorter, as provided in the Employee's 

Non-Qualified Stock Option Agreements and the Incentive Stock Option Agreements dated December 4, 1998, 

February 3, 2000, March 1, 2001, February 1, 2002, and March 1, 2002, and that those shares shall remain exercisable 

until the expiration date set forth in such Agreement.  The option, as amended, will be subject to the terms of an 

Amended and Restated Stock Option Agreement to be executed by Employee and the Company as of the date hereof, 

in the form attached hereto as Exhibit A.  Employee does not have any other options or rights to purchase Company stock.

The Consideration shall only become payable after the expiration of the time period defined in paragraph 3 entitled 

"Right to Revoke Agreement" and upon the full execution and delivery of this Agreement in triplicate to ▇▇▇▇▇▇▇ ▇. 

▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary, ▇▇▇▇'▇ Companies, Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, 

▇▇▇▇▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇.  

Employee agrees that the foregoing payments and benefits shall constitute the entire amount of monetary consideration 

provided to him under this Agreement, that he is not entitled to any further monetary consideration whatsoever from the 

Company, apart from any and all vested and nonforfeitable benefits, payments, or stock rights, including all rights, if 

any, under Lowe's ESOP and 401(k) plans, and that he will not seek any further compensation or consideration for any 

other claimed damages, costs, or attorneys' fees in connection with the matters encompassed in this Agreement.

3. Right to Revoke Agreement.  Following Employee's execution and delivery of the Agreement to Lowe's, Employee 

shall have a seven-day period in which to revoke this Agreement as provided in the Age Discrimination in Employment 

Act ("ADEA") (referred to as "Revocation Period").  During this seven-day Revocation Period, Employee shall exercise 

this right by delivering written notice of the Employee's revocation.  Lowe's shall not have the right to revoke this 

Agreement during the seven-day Revocation Period.

4. Confidentiality.  Employee acknowledges that, during Employee's employment with Lowe's, Employee learned 

information that is confidential to Lowe's ("Confidential Information").  Such Confidential Information includes, but is 

not limited to: trade secrets; plans for opening, closing, expanding, or relocating stores; distribution information; 

purchasing and product information; advertising and promotional programs and plans; financial or statistical data; 

sales and account information; customer information; sales and marketing plans and strategies; pricing strategies and 

reports; personnel information; information regarding threatened, pending, or closed legal matters; personnel 

information and any other information of a similar nature that is not known or made available to the public or to Lowe's 

competitors, which, if misused or disclosed, could adversely affect the business of Lowe's.

Employee agrees not to disclose any Confidential Information to any person (including any Lowe's employee who does 

not need to know such Confidential Information), agency, institution, company or other entity without first obtaining the 

written consent of Lowe's. 

2

Employee acknowledges and agrees that the duties and obligations under this Section 4 will continue for as long as such 

Confidential Information remains confidential to Lowe's. Employee further acknowledges and agrees that any breach of 

this Section 4 would be a material breach of this Agreement.

Employee further agrees to return any Confidential Information in his possession (whether in documentary or electronic 

form) to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary, ▇▇▇▇'▇ Companies, Inc., ▇▇▇▇ ▇▇▇▇▇▇ 

▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.  Said Confidential Information will be returned within ten business days.

Employee acknowledges and reaffirms the terms, provisions, warranties and covenants set forth in the ▇▇▇▇'▇ Companies, 

Inc. Incentive Plan and all stock option agreements executed during Employee's tenure with Lowe's.

5. Non-Competition.  For a period of three years beginning on February 3, 2003, Employee shall not directly or indirectly 

accept any employment, board appointment(s), consulting or other cooperative business arrangement with: (i) any entity 

that owns, operates, controls or maintains retail and/or warehouse hardware or home improvement stores with total annual 

sales of at least $500 million dollars including, but not limited to, the following entities: The Home Depot, Inc.; Sears 

(including Sears Hardware Stores, and Orchard Supply and Hardware Company); Home Base, Inc.; Scotty's, Inc; Wal-Mart 

Stores, Inc.; and ▇▇▇▇▇▇, Inc.; or (ii) any vendor who sells products to the Company (as that term is herein defined in 

paragraph 11), and/or any affiliate, parent companies, subsidiaries, or any successor of interest of any of these entities.

6. Non-Interference.  Employee does warrant, covenant, and agree that he shall not, for a period of three years from the 

execution of this Agreement, directly (or, with knowledge or intent, indirectly) interfere with any of the relationships of 

Lowe's with any of its real estate brokers, real estate developers, consultants, employees, suppliers or customers, or any 

governmental entities.  By way of specific example, and not by way of limitation, Employee shall not:

 (a) solicit or induce any officer, administrative officer, director, regional vice president, district manager, co-manager, store 

manager, regional human resource manager, regional loss prevention manager, or other employee of Lowe's to leave his or 

his employment with Lowe's; or

 (b) hire, or cause to be hired, for any employment with any competitors or vendors of Lowe's (as that term is herein defined), 

any officer, administrative officer, director, regional vice president, district manager, co-manager, store manager, regional 

human resource manager, regional loss prevention manager, or other employee of Lowe's; or

 (c) aid or assist any other person, firm, corporation, or other entity to do any of the acts described in subsections (a) and 

(b) immediately above.

3

7. General Release. Employee covenants and agrees that Employee hereby irrevocably and unconditionally releases, acquits 

and forever discharges Lowe's, as well as each of Lowe's officers, directors, employees, subsidiaries, and agents (Lowe's 

and Lowe's officers, directors, employees, subsidiaries and agents being collectively referred to herein as the "Releasees"), 

or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, demands, costs, losses, debts, 

and expenses (including attorneys' fees and costs actually incurred), of any nature whatsoever, in law or equity, arising 

out of Employee's employment with Lowe's or the termination of Employee's employment with Lowe's (other than any claim 

arising out of the breach by Lowe's of the terms of this Agreement), including, without limitation, all claims asserted or that 

could be asserted by Employee against Lowe's in any litigation arising from summonses and complaints filed in federal, state 

or municipal court asserting any claim arising from any alleged violation by the Releasees of any federal, state, or local 

statutes, ordinances, or common law, including, but not limited to, the Age Discrimination in Employment Act, Title VII of the 

Civil Rights Act of 1964, as amended, the Equal Pay Act, the Americans with Disabilities Act, the Fair Labor Standards Act, 

the Employee Retirement Income Security Act, the Rehabilitation Act of 1973, the Civil Rights Act of 1991, the Family and 

Medical Leave Act, the Civil Rights Act of 1866, and any other employment discrimination laws, as well as any other claims 

based on constitutional, statutory, common law, or regulatory grounds, as well as any claims based on theories of retaliation, 

wrongful or constructive discharge, breach of contract or implied covenant, fraud, misrepresentation, intentional and/or 

negligent infliction of emotional distress, or defamation ("Claim" or "Claims"), which Employee now has, owns, or holds, or 

claims to have, own, or hold, or which Employee had, owned, or held, or claimed to have, own  or hold at any time before 

execution of this Agreement, against any or all of the Releasees.  Notwithstanding the foregoing, however, Employee 

specifically does not release any right to or claim for payment of any and all vested and nonforfeitable benefits, payments, or 

stock rights, including all rights, if any, under Lowe's ESOP, and 401(k) plans and hereby irrevocably and unconditionally 

releases, acquits and forever discharges Lowe's, as well as each of Lowe's officers, directors, employees, subsidiaries, and 

agents, in respect to the forfeitures.

8. Payment by Lowe's.  Employee acknowledges that, from the gross amount of the Consideration, Lowe's shall withhold all 

amounts required by appropriate taxing authorities and that Lowe's shall issue the appropriate W-2 form or other appropriate 

tax forms to Employee.

9. Notification of Rights. Employee agrees (1) that his waiver of rights under this Agreement is knowing and voluntary and 

complies in full with all of the requirements of the Older Workers Benefit Protection Act; (2) that he has read and understands 

the terms of this Agreement and has voluntarily accepted these terms for the purposes of making a full and final compromise, 

settlement and adjustment of any and all claims, disputed or otherwise, on account of his personal services relationship (or 

termination of the relationship) with Lowe's and for the express purpose of precluding forever any further claims arising out 

of such relationship or its termination as set forth above; (3) that the payment listed above exceeds the amount that would 

normally be received for an employee separated by Lowe's, that it exceeds what Employee would otherwise have been so 

entitled to, and that the extra payment is in exchange for signing this Agreement; (4) that Employee has been advised to 

consult with an attorney prior to executing this Agreement; (5) that Lowe's has given Employee a period of at least 

twenty-one 

4

(21) calendar days within which to consider and accept the terms of this Agreement; (6) that this Agreement 

waives all claims that may have arisen up to the date of this Agreement; (7) that Employee does not waive any claims that 

might arise after execution of this Agreement; (8) that Employee has been given at least seven (7) calendar days after 

execution to revoke this Agreement, and that, if Employee chooses not to so revoke, the Agreement shall then become 

effective and enforceable and the payment listed above shall then be made pursuant to the terms of Paragraph 2 of this 

Agreement; and (9) to be effective, the revocation must be delivered, via hand delivery, within the seven (7) day period to, 

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary, ▇▇▇▇'▇ Companies, Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 

▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇.

10. Injunctive Relief.  Lowe's and Employee agree that the provisions of Sections 4, 5, and 6 are important to and of material 

consideration to Lowe's and that Lowe's considers that monetary damages alone are an inadequate remedy to Lowe's for 

any breach of the provisions thereof. Employee further stipulates that, upon any material breach by Employee of the 

provisions of Sections 4, 5, and 6 Lowe's shall be entitled to injunctive relief against Employee from a court having personal 

jurisdiction of Employee.  This section shall not be deemed to limit the legal and equitable remedies available to Lowe's or 

to limit the nature and extent of any claim by Lowe's for damages caused by Employee for breach of this Agreement.

11. Non-Disparagement: Employee further agrees that he will not, directly or indirectly, disparage Lowe's, and its successors, 

subsidiaries, related or associated companies, divisions, corporate affiliates, assigns, officers, directors, shareholders, 

attorneys, employees, agents, trustees, representatives, and insurers.

12. Non-Admission Clause: The parties mutually understand and agree that this Release and Separation Agreement does 

not constitute any admission of fault, responsibility or liability on the part of any of the Releasees.

13. Default and Notice.  In the event Lowe's fails to make any payment due under the provisions of this Agreement, Employee 

shall give written notice of such failure to Lowe's, and that Lowe's shall have a period of twenty (20) business days from 

receipt of such notice in which to cure such default.  For purposes of this Agreement, all notices to Lowe's shall be in writing 

and either hand delivered or sent by Certified Mail, Return Receipt Requested to Lowe's at the following address:

14. Waiver of Breach. Any waiver by either party of a breach of this Agreement will not constitute a waiver of any further 

breach, whether of a similar or dissimilar nature.

15. Whole Agreement, Amendment and Severability.  This document contains the whole and entire understanding and 

agreement between the parties hereto.  There are no other 

5

understandings, promises, covenants or agreements between the parties regarding the subject matter of this Agreement, 

except as specifically set forth herein.  This Agreement may not be amended, modified or altered in any fashion except in 

writing executed by the parties hereto with the same formality as with which this Agreement is executed.  Employee 

understands and agrees that each clause of this Agreement is a separate and independent clause, and that, if any clause 

should be found unenforceable, such clause should be and is hereby severed from this Agreement and will not affect the 

enforceability of any of the other clauses herein.

16. Governing Law. The interpretation and enforcement of this Agreement shall be governed by the internal laws and judicial 

decisions of the State of North Carolina, without regard to any principles of conflicts of laws.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written.

6

This Amendment ("Amendment") to the [Non-Qualified] [Incentive] Stock Option Agreements, dated as of December 4, 

1998, February 3, 2000, March 1, 2001, February 1, 2002 and March 1, 2002 by and between ▇▇▇▇'▇ Companies, Inc. (the 

"Company") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Optionee") is made and executed this 31st day of January, 2003.

WHEREAS, in connection with the execution of a Separation Agreement between the Company and the Optionee, dated

as of January 31, 2003 (the "Separation Agreement"), the Compensation and Organization Committee of the Board of

Directors of the Company deems it to be in the best interests of the Company and its stockholders to effect certain

amendments to the Option Agreement;

NOW THEREFORE, the Option Agreement is amended by deleting paragraph [4] in its entirety and replacing it with the

following:

"4. Exercise After Termination of Employment or Demotion.  Except as provided in paragraphs 2, 3 and 5, upon Participant's

Demotion or if the Participant ceases to be employed by the Company and its Affiliates prior to the Expiration Date and

prior to the termination of the Company and its Affiliates prior to the Expiration Date and prior to the termination of the

Participant's rights under paragraph 6, this Option shall continue to be exercisable for all or part of the number of shares that

the Participant is entitled to purchase pursuant to the vesting schedule set forth in the Notice, reduced by the number of 

shares for which the Option was previously exercised.  In that event the Option shall continue to vest, and Participant

may exercise this Option during the remainder of the period preceding the Expiration Date."; and 

As modified hereby, the provisions of the Option Agreement, as heretofore amended, shall remain in full force and effect.

IN WITNESS HEREOF, the Company has caused this Amendment to be duly executed as of the date above first written.

ACKNOWLEDGMENT

The undersigned acknowledges that on or before February 10, 2003, he was provided with the attached Release and Separation 

Agreement.  The undersigned further acknowledges that he has been advised to consult with an attorney before entering into 

the attached Agreement and that he is being given a period of at least twenty-one (21) days to consider whether to accept or 

reject the proposed Agreement.  The undersigned acknowledges that, he has received and read this Acknowledgment and 

fully understands its meaning.

7

This Amendment ("Amendment") to the Non-Qualified and Incentive  Stock Option Agreements, dated as of February 3, 

2000, March 1, 2001, February 1, 2002 and March 1, 2002 by and between ▇▇▇▇'▇ Companies, Inc. (the "Company") and 

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Optionee") is made and executed this 31st day of January, 2003.

WHEREAS, in connection with the execution of a Separation Agreement between the Company and the Optionee, dated

as of January 31, 2003 (the "Separation Agreement"), the Compensation and Organization Committee of the Board of

Directors of the Company deems it to be in the best interests of the Company and its stockholders to effect certain

amendments to the Option Agreement;

NOW THEREFORE, the Option Agreement is amended by deleting paragraph [4] in its entirety and replacing it with the

following:

"4. Exercise After Termination of Employment or Demotion.  Except as provided in paragraphs 2, 3 and 5, upon Participant's

Demotion or if the Participant ceases to be employed by the Company and its Affiliates prior to the Expiration Date and

prior to the termination of the Company and its Affiliates prior to the Expiration Date and prior to the termination of the

Participant's rights under paragraph 6, this Option shall continue to be exercisable for all or part of the number of shares that

the Participant is entitled to purchase pursuant to the vesting schedule set forth in the Notice, reduced by the number of 

shares for which the Option was previously exercised.  In that event the Option shall continue to vest, and Participant

may exercise this Option during the remainder of the period preceding the Expiration Date."; and 

As modified hereby, the provisions of the Option Agreement, as heretofore amended, shall remain in full force and effect.

IN WITNESS HEREOF, the Company has caused this Amendment to be duly executed as of the date above first written.