Offer Letter between Lowes Companies, Inc. and Joseph M. McFarland III entered into on July 18, 2018

July 16, 2018

Dear Joe,

I am pleased to offer you the position of Executive Vice President, Stores with Lowe’s Companies, Inc. In this position, you will report to me, President & Chief Executive Officer. Your effective date of employment will be August 15, 2018.

We have a tremendous opportunity for you here at Lowe’s and feel you will make an excellent addition to our leadership team. The details of our offer include:

UNDERSTANDING YOUR OFFER

Your salary will be paid on a bi-weekly basis. This statement of an annual salary shall not be construed as an employment contract for a defined term.

Your position is eligible to participate in the Lowe’s Management Bonus Plan. The participating positions, bonus opportunity level and performance criteria are established annually by the Compensation Committee of the Board of Directors and communicated to participants. To be eligible for your annual bonus payment, you must be actively employed in a bonus eligible position with Lowe’s as described in the Lowe’s Management Bonus Plan. Additional details on bonus plan guidelines, criteria, and goals will be provided to participants in a bonus plan document via the My Wealth tab in My Lowe’s Life.

For 2018, you will receive a guaranteed bonus of $375,000 assuming you remained employed through the end of the fiscal year.

As part of your offer, we are including a signing incentive in the amount of $500,000 minus applicable taxes and other withholdings which will be payable on the first pay check following 90 days of continuous employment.

This position is currently eligible to participate in the Lowe’s Long-Term Incentive Plan (the “LTI Plan”). The plan provides long-term incentives in the form of stock options, restricted shares of stock, stock appreciation rights, stock awards, or performance share awards. The Compensation Committee of the Board of Directors reviews and approves eligible participants, terms of the long-term incentive grants and grant sizes annually. You will receive any annual or off-cycle grant in accordance with the Lowe’s Long Term Incentive Plan.

Following your start date, and at the Company’s next quarterly off-cycle grant in October, you will receive a pro rata long-term incentive award in 2018 valued at $1,700,000 on the date of grant. Half of this value will be granted in time- based restricted shares which will vest in full on the third anniversary of the grant date, and half will be granted in nonqualified stock options which will vest equally on the first three anniversaries of the grant date, in each case subject to the terms and conditions set forth in the LTI Plan and grant agreements.

As part of your offer, we are including an equity sign-on bonus to be granted at the Company’s next quarterly off-cycle grant in October in the amount of $750,000 on the date of grant. Half of this value will be granted in time-based restricted shares which will vest in full on the third anniversary of the grant date, and half will be granted in nonqualified stock options which will vest equally on the first three anniversaries of the grant date, in each case subject to the terms and conditions set forth in the LTI Plan and grant agreements.

To promote the alignment of interests of the Company’s senior officers and shareholders, as an executive with Lowe’s, you are required to own shares of Lowe’s Companies, Inc. having a market value equal to 5X your base salary. A portion of outstanding equity grants provided to you under the Long-Term Incentive Plan, including your hire grant, are included in your share ownership calculation. You will not be able to sell shares resulting from Restricted Share Awards, Stock Options, or Performance Shares until the ownership requirement has been satisfied.

In this position, you will be eligible for participation in the long-term incentive Award (“Award”) pursuant to the applicable Lowe’s Companies, Inc. Incentive Plan (the “Plan”). The Plan Administrator has adopted the requirement that prior to becoming eligible to receive an Award, all employees must execute and return a Confidentiality and Non-Compete Agreement; therefore, please execute and return the attached agreement with your signed offer letter.

You acknowledge and understand that Lowe’s has extended an offer of employment to you based on your extensive experience and general skills that you have developed over your career - not as a result of any knowledge of confidential or proprietary information belonging to your prior employers, to the extent you have any such knowledge. You are prohibited from using or disclosing any such information to Lowe’s prior to or during any employment with Lowe’s or any of its affiliates.

You have been approved for Lowe’s Type I relocation benefits, subject to verification. In order to be eligible for relocation benefits, your move must represent a permanent change of assignment that is at least fifty (50) miles further than the commuting distance to the previous assignment.

Lowe’s will pay to move you and your normal and reasonable household goods under our Type I Relocation Program- Guaranteed Buyout Offer. Once your paperwork has been returned and eligibility has been determined, you will be contacted by an Weichert Relocation Counselor. A relocation package will be forwarded to you from Weichert, explaining your benefits in detail. Do not start the relocation process prior to speaking with your Weichert Relocation Counselor.

Your Weichert Relocation Counselor will refer you to a Realtor, and schedule the movement of your household goods.

Upon hire, you are eligible for and able to use a prorated amount of vacation expected to be accrued during your first fiscal year based on your date of hire. In Fiscal year 2019, under current Lowe’s policies which may be amended periodically, you will be eligible to accrue vacation at a rate of 4 weeks of paid vacation annually.

On the first day of employment, you will be eligible for up to two fixed holidays (Thanksgiving Day and Christmas Day) and may accrue up to four floating holidays per fiscal year. Availability of holiday hours will depend upon when you are hired within a fiscal year, as holiday hours are granted on an accrual basis. Details may be found in the applicable HR Policy.

You will be eligible to participate in the Lowe’s 401(k) plan 6 months after your original date of hire. You may defer from 1% to 50% of your eligible compensation, on a pre-tax basis, not to exceed the IRS limit on the amount you may contribute. In addition, Lowe’s provides a Company Match of 100% of the first 3% that you contribute, 50% on contributions of 4% or 5%, and 25% on contributions of 6%.

You will be eligible to participate in the Benefit Restoration Plan. The purpose of this Plan is to provide benefits to those participants in the Lowe’s 401(k) Plan whose benefits under such plan are restricted because of various limitations.

You will be eligible to participate in a Lowe's health plan on the first day of the month following 30 days of continuous employment. There are four health plan options available. Enrollment is available only during your first 30 days of full- time employment, unless you have been allowed a special enrollment timeframe or during the annual enrollment period.

In addition to the benefits detailed above you are also eligible to participate in the following:

The Company has a vested interest in the good health of its senior executive team. To that end, we ask that you receive an annual executive physical examination through the Carolina Healthcare System or Novant Health & Wellness. As an eligible employee, you are required to participate in the program each fiscal year. Annual reporting of the participation of eligible executives is presented to the Compensation Committee of the Board of Directors.

When you use the executive physical services provided by the Company, 100% of the fees are direct billed to, and paid by, Lowe’s. There is no need to file the expenses with any insurance company, and you incur no out of pocket costs. In addition, the costs of the program are not taxable income to you.

An executive physical differs from a health care visit you receive for the treatment of a specific disease or illness. All the medical information is completely confidential and will only be shared between you and your physician. The purpose of a periodic executive physical is to:

The Company will reimburse up to $12,000 per fiscal year for your use of a CPA, attorney or a financial planner to maximize the value of your Lowe’s total compensation package and/or in the preparation of your tax returns. The Company has negotiated rates with The Ayco Company, L.P. and Wells Fargo Executive Financial Planning Services and has provided these firms with detailed information on the Company’s executive compensation and benefit programs. You may select from one of these firms or retain your own financial and/or tax planner.

If you use the services of The Ayco Company or Wells Fargo, these firms will direct bill Lowe’s for your financial planning expenses, up to the $12,000 fiscal year maximum. If you use the services of your own CPA or attorney, you’ll need to pay your service provider directly and submit your request for reimbursement, along with a paid receipt for the planning and/or tax preparation and filing services, to Kristie Shugart, Director Welfare Benefits within 31 days from the date of the service.

Tax and financial planning service benefits paid on your behalf, or reimbursed to you, are taxable income to you, and are not eligible for any tax gross-up. Eligible tax and financial planning services include:

Your acceptance of this offer indicates that you will not disclose the terms of this offer to anyone outside of Lowe’s management. Additionally, you agree that the above offer is based solely on the promises herein, that this offer letter contains all the promises and representations made to you, and you acknowledge that there are no other representations upon which you rely in accepting employment with the company. The terms of this offer are contingent upon the execution and return of the attached agreement titled “Agreement to Arbitrate Disputes” with your signed offer letter.

If you have any questions about your offer, please reach out to me. Congratulations on the next chapter of your career at Lowe’s!

Best Regards,

/s/ Marvin Ellison

Marvin Ellison

Chief Executive Officer and President Lowe’s Companies, Inc

X     I accept Lowe’s offer with the terms and conditions of employment as described herein.

¨     I decline Lowe’s offer with the terms and conditions of employment as described herein.

In exchange for the mutual promises in this Agreement, your employment by Lowe’s Home Centers, LLC and its successors or assigns (hereinafter “Lowe’s”), which you hereby accept, you and Lowe’s agree that any controversy between you and Lowe’s (including agents of Lowe’s and any of Lowe’s predecessors, including but not limited to Lowe’s Home Centers, Inc. and Lowe’s HIW, Inc.) arising out of your employment or the termination of your employment shall be settled by binding arbitration,(at the insistence of either you or Lowe’s, conducted by a single arbitrator under the current applicable rules, procedures and protocols of JAMS, Inc. (“JAMS”) or the American Arbitration Association (“AAA”), as may be amended from time to time. The most current version of the JAMS and AAA rules are currently available at: http://www.jamsadr.com and http://www.adr.org, respectively. Lowe’s also can provide you with hard copies of the JAMS and AAA rules upon request. Notwithstanding these rules, all parties to the arbitration shall have the right to file a dispositive motion, and shall not be required to seek permission from the arbitrator to do so. Should the AAA and JAMS decline to administer the arbitration for any reason, the parties will select an arbitrator using the procedures employed by the AAA, who will employ the AAA Rules. In this event, the list of potential arbitrators for selection must include only individuals who are attorneys with at least 10 years of experience in employment law.

THIS AGREEMENT TO ARBITRATE DISPUTES MEANS THAT, EXCEPT AS PROVIDED HEREIN, THERE WILL BE NO COURT OR JURY TRIAL OF DISPUTES BETWEEN YOU AND LOWE’S WHICH ARISE OUT OF YOUR EMPLOYMENT OR THE TERMINATION OF YOUR EMPLOYMENT. You and Lowe’s agree, however, that only a court of competent jurisdiction may interpret this Agreement to Arbitrate Disputes and resolve challenges to its validity and enforceability, including but not limited to the Class Action Waiver and Representative Waiver discussed below. The arbitrator shall have no jurisdiction or power to make such determinations.

This Agreement to Arbitrate Disputes is intended to be broad and to cover, to the extent otherwise permitted by law, all such disputes between you and Lowe’s including but not limited to those arising out of federal and state statutes and local ordinances, such as: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866; the Sarbanes- Oxley Act of 2002; the Equal Pay Act; the Fair Labor Standards Act; the Pregnancy Discrimination Act; the Family Medical Leave Act; the Americans with Disabilities Act; the Fair Credit Reporting Act; and any similar federal, state and local laws. However, this provision is not applicable to (1) your rights under Workers’ Compensation Law, which are governed under the special provisions of that law, or (2) your rights under the Employee Retirement Income Security Act (ERISA). This Agreement also does not preclude you from filing a claim or charge with a federal, state or local administrative agency, such as the Equal Employment Opportunity Commission, the National Labor Relations Board, or similar state or local agencies.

The parties will select a mutually agreeable arbitration location.

If you initiate arbitration, you will be responsible for paying a filing fee of $150, which is equal to or less than the fee you would have to pay if you filed a complaint in federal court. The arbitrator will have the authority to waive this filing fee if you can prove financial hardship. Lowe’s will bear the remainder of the arbitration filing fees and the fees and expenses of the arbitrator.

CLASS ACTION WAIVER. To the extent permissible by law, there shall be no right or authority for any dispute to be arbitrated as a class action or collective action (“Class Action Waiver”). THIS MEANS THAT ALL DISPUTES BETWEEN YOU AND LOWE’S ARISING OUT OF YOUR EMPLOYMENT OR THE TERMINATION OF YOUR EMPLOYMENT SHALL PROCEED IN ARBITRATION SOLELY ON AN INDIVIDUAL BASIS, AND THAT THE ARBITRATOR’S AUTHORITY TO RESOLVE ANY DISPUTE AND TO MAKE WRITTEN AWARDS WILL BE LIMITED TO YOUR INDIVIDUAL CLAIMS.

REPRESENTATIVE ACTION WAIVER. To the extent permissible by law, there shall be no right or authority for any dispute to be arbitrated as a representative action or as a private attorney general action, including but not limited to claims brought pursuant to the Private Attorney General Act of 2004, Cal. Lab. Code § 2698, et seq. (“Representative Action Waiver”). THIS MEANS THAT YOU MAY NOT SEEK RELIEF ON BEHALF OF ANY OTHER PARTIES IN ARBITRATION, INCLUDING BUT NOT LIMITED TO SIMILARLY AGGRIEVED EMPLOYEES. THE ARBITRATOR’S AUTHORITY TO RESOLVE ANY DISPUTE AND TO MAKE WRITTEN AWARDS WILL BE LIMITED TO YOUR INDIVIDUAL CLAIMS.

If any part of this Agreement to Arbitrate Disputes is found by a court of competent jurisdiction to be unenforceable, the

court shall reform the Agreement to the extent necessary to cure the unenforceable part(s), and the parties will arbitrate their dispute(s) without reference to or reliance upon the unenforceable part(s). However, if a court of competent jurisdiction finds the Class Action Waiver and/or Representative Action Waiver unenforceable for any reason, then the unenforceable waiver provision shall be severable from this Agreement, and any claims covered by any deemed unenforceable waiver provision may only be litigated in a court of competent jurisdiction, but the remainder of the agreement shall be binding and enforceable.

You and Lowe’s agree that this Agreement to Arbitrate Disputes shall apply to all positions you may hold as an employee of Lowe’s.

To the extent you and Lowe’s previously agreed to arbitrate disputes, this Agreement modifies and supplements that agreement. If any term or provision in this Agreement conflicts with any prior agreement to arbitrate disputes, the terms of this Agreement shall control. If any term or provision in this Agreement is found to be unenforceable for any reason, then the remainder of this Agreement shall be binding and enforceable, as noted above. However, if this entire Agreement is found to be unenforceable, then the previous agreement to arbitrate disputes shall control.

This Agreement dated July 18, 2018 between Lowe’s Companies, Inc. and Joseph McFarland III (“Employee”) provides as follows: