
<PAGE>

                               FOURTH AMENDMENT
                                      TO
                         EAGLE HARDWARE & GARDEN, INC.
                         EMPLOYEE STOCK OWNERSHIP PLAN

     Pursuant to authority vested in the corporate officers of Eagle Hardware 
& Garden, Inc., a Washington corporation, by resolution of its Board of 
Directors, the Eagle Hardware & Garden, Inc. Employee Stock Ownership Plan 
("Plan") is hereby amended, effective January 1, 1998, as follows:

1.  AUTHORIZED DISTRIBUTIONS FOR ACCOUNTS LESS THAN $5,000 -- Sections 
    6.4 and 7.6 shall be amended to change each reference to $3,500 
    therein to $5,000.

2.  TIMING OF DISTRIBUTIONS UPON TERMINATION -- Section 6.1(a) shall be 
    amended to provide that distribution of a Participant's Account 
    shall commence as soon as administratively feasible following the 
    participant's termination of employment, provided that the 
    participant consents to a distribution in accordance with Section 
    6.4. If the participant does not consent to a distribution, then an 
    account exceeding $5,000 will not be distributed until the 
    participant reaches age 65.

     This document shall constitute one of the documents under which the Plan 
is administered until the amendments made hereby are reflected in an 
amendment and restatement of the Plan. This amendment shall supersede any 
conflicting provisions in the plan document, as previously amended.

EAGLE HARDWARE & GARDEN, INC.          COMMITTEE UNDER 
                                       EAGLE HARDWARE &
                                       GARDEN, INC. EMPLOYEE STOCK
                                       OWNERSHIP PLAN


By  /s/ [Illegible]                    By:  /s/ [Illegible]
    -------------------------               -------------------------
Its      President/CEO                 Date:         6/1/98
    -------------------------               -------------------------
       (Title of Officer)

Date:      6/1/98                      By:  /s/ [Illegible]
     ------------------------               --------------------------

                                       Date:         6/1/98
                                            --------------------------

