
<PAGE>

                             SHAREHOLDER AGREEMENT

     THIS SHAREHOLDER AGREEMENT ("Agreement") is made and entered into as of 
the 22nd day of November, 1998, by and between  [Name of Director] (the 
"Shareholder"), and Lowe's Companies, Inc., a corporation organized and 
existing under the laws of the State of North Carolina ("Lowe's").

     On even date herewith, Lowe's, Mariner Merger Corporation ("Merger 
Corporation") and Eagle Hardware & Garden, Inc., a corporation organized and 
existing under the laws of the State of Washington ("Eagle"), have entered 
into an Agreement and Plan of Merger (the "Merger Agreement").  The Merger 
Agreement generally provides for the merger of Merger Corporation with and 
into Eagle ("Merger"), and the conversion of the issued and outstanding 
shares of common stock, without par value, of Eagle ("Eagle Common Stock") 
into shares of the $0.50 par value common stock of Lowe's.  The transactions 
contemplated by the Merger Agreement are subject to the approval of the 
shareholders of Eagle, the receipt of certain regulatory approvals and the 
satisfaction of other conditions.

     The Shareholder is the owner of shares of Eagle Common Stock which he 
has the exclusive right to vote ("Shares").  In order to induce Lowe's to 
enter into the Merger Agreement, the Shareholder is entering into this 
Agreement with Lowe's to set forth certain terms and conditions governing the 
actions to be taken by the Shareholder with respect to the Shares until 
consummation of the Merger.

     NOW, THEREFORE, to induce Lowe's to enter into, and in consideration of 
its entering into, the Merger Agreement, and in consideration of the 
transactions contemplated by the Merger Agreement and the mutual promises and 
covenants contained herein, the parties agree as follows:

          1.   AGREEMENT TO VOTE SHARES.  The Shareholder agrees during the 
term of this Agreement to vote the Shares as to which he has voting power or 
control, in person or by proxy, in favor of the approval of the Merger 
Agreement at every meeting of the shareholders of Eagle at which such matters 
are considered and at every adjournment thereof (each, a "Shareholder 
Meeting").

          2.   NO OTHER GRANT OF PROXY.  The Shareholder will not, directly 
or indirectly, grant any proxies or powers of attorney with respect to the 
Shares to any individual, corporation, partnership, limited liability 
company, joint venture, association, trust, unincorporated organization or 
other entity (each, a "person") other than Lowe's or any person designated in 
writing by Lowe's.

          3.   NO VOTING TRUSTS.   The Shareholder agrees that the 
Shareholder will not, nor will the Shareholder permit any entity under the 
Shareholder's control to, deposit any of the Shareholder's Shares in a voting 
trust or subject any of its Shares to any arrangement with respect to the 
voting of the Shares inconsistent with this Agreement.

<PAGE>

          4.   AFFILIATE AGREEMENT.  If, at the time the Merger Agreement is 
submitted for approval to the shareholders of Eagle, the Shareholder is an 
"affiliate" of Eagle for purposes of qualifying the Merger for 
pooling-of-interests accounting treatment under Opinion 16 of the Accounting 
Principles Board and applicable SEC rules, regulations and interpretations 
thereunder, the Shareholder shall deliver to Lowe's at least 30 days prior to 
the Closing Date a written agreement substantially in the form attached as 
Exhibit 3 to the Merger Agreement.

          5.   ENFORCEMENT.  The Shareholder acknowledges and agrees that 
Lowe's could not be made whole by monetary damages in the event of any 
default by the Shareholder of the terms and conditions set forth in this 
Agreement. It is accordingly agreed and understood that Lowe's in addition to 
any other remedy which it may have at law or in equity, shall be entitled to 
an injunction or injunctions to prevent breaches of this Agreement and 
specifically to enforce the terms and provisions hereof in any action 
instituted in any court of the United States or in any state having 
appropriate jurisdiction.

          6.   TERM AND TERMINATION.  Subject to Section 10(f), the term of 
this Agreement shall commence on the date hereof, and such term and this 
Agreement shall terminate upon the earlier to occur of (i) the Effective Time 
and (ii) the date on which the Merger Agreement is terminated in accordance 
with its terms. Upon such termination, no party shall have any further 
obligations or liabilities hereunder.

          7.   CERTAIN EVENTS.  The Shareholder agrees that this Agreement 
and the obligations hereunder shall attach to the Shareholder's Shares and 
shall be binding upon any person to which legal or beneficial ownership of 
such Shares shall pass, whether by operation of law or otherwise, including 
the Shareholder's heirs, guardians, administrators or successors.  The 
Shareholder agrees that any transfer by the Shareholder of beneficial 
ownership of such Shares shall comply with any applicable laws.  In the event 
of any stock split, stock dividend, merger, reorganization, recapitalization 
or other change in the capital structure of Eagle affecting the Eagle Common 
Stock, or the acquisition of additional shares of Eagle Common Stock or other 
voting securities of Eagle by the Shareholder (including by exercise of 
options), this Agreement and the obligations hereunder shall attach to any 
additional shares of Eagle Common Stock or other voting securities of Eagle 
issued to or acquired by such Shareholder.

           8.   SHAREHOLDER CAPACITY.  The Shareholder makes no agreement 
herein in his or her capacity as a director or officer of Eagle.  Without 
limiting the generality of the foregoing, the Shareholder signs solely in his 
or her capacity as the record and/or beneficial owner, as applicable, of the 
Shareholder's Shares and nothing herein shall limit or affect any actions 
taken by the Shareholder in his or her capacity as an officer or director of 
Eagle in exercising Eagle's rights under the Merger Agreement.

           9.   ENTIRE AGREEMENT;  NO THIRD PARTY BENEFICIARIES; AMENDMENT; 
WAIVER. This Agreement (including the documents and instruments referred to 
herein) (i) constitutes the entire agreement and supersedes all prior 
agreements and understandings, written or oral, among the parties with 
respect to the subject matter hereof and (ii) is not intended to confer upon 
any person other than the parties hereto any rights or remedies hereunder.  
This Agreement may not be

<PAGE>

amended, supplemented or modified, and no provisions hereof may be modified 
or waived, except by an instrument in writing signed by each of the parties 
hereto. No waiver of any provisions hereof by any party shall be deemed a 
waiver of any other provisions hereof by any such party, nor shall any such 
waiver be deemed a continuing waiver of any provision hereof by such party.

         10.   MISCELLANEOUS.

               (a)  When a reference is made in this Agreement to Sections, 
such reference shall be to a Section of this Agreement unless otherwise 
indicated. The headings contained in this Agreement are for reference 
purposes only and shall not affect in any way the meaning or interpretation 
of this Agreement. Wherever the words "include," "includes" or "including" 
are used in this Agreement, they shall be deemed to be followed by the words 
"without limitation."

               (b)  This Agreement shall be governed by, and construed in 
accordance with, the laws of the State of Washington regardless of the laws 
that might otherwise govern under applicable principles of conflicts of laws.

               (c)  If any term or other provision of this Agreement is 
invalid, illegal or incapable of being enforced by any rule of law or public 
policy, all other conditions and provisions of this Agreement shall 
nevertheless remain in full force and effect.  Upon such determination that 
any term or other provision is invalid, illegal or incapable of being 
enforced, the parties hereto shall negotiate in good faith to modify this 
Agreement so as to effect the original intent of the parties as closely as 
possible to the fullest extent permitted by applicable law in an acceptable 
manner and to the end that the transactions contemplated hereby are fulfilled 
to the extent possible.

               (d)  This Agreement may be executed in one or more 
counterparts, all of which shall be considered one and the same agreement, 
and shall become effective when one or more of the counterparts have been 
signed by each of the parties and delivered to the other party, it being 
understood that each party need not sign the same counterpart.

               (e)  Neither this Agreement nor any of the rights, interests 
or obligations hereunder shall be assigned by the Shareholder, on the one 
hand, without the prior written consent of Lowe's, nor by Lowe's, on the 
other hand, without the prior written consent of the Shareholder, except that 
Lowe's may assign, in its sole discretion, any or all of its rights, 
interests and obligations hereunder to any direct or indirect wholly owned 
subsidiary of Lowe's.  Subject to the preceding sentence, this Agreement will 
be binding upon, inure to the benefit of and be enforceable by the parties 
and their respective successors and assigns.

               (f)  The obligations of the Shareholder set forth in this 
Agreement shall not be effective or binding upon the Shareholder until after 
such time as the Merger Agreement is executed and delivered by Lowe's and 
Eagle. Nothing contained in this Agreement shall be construed as containing 
any liability on the part of the Shareholder under the Merger Agreement.

<PAGE>

          IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the undersigned as of the day and year first above written.




                                        _____________________________________
                                        Name:  [Name of Director]

ATTEST:                                 LOWE'S COMPANIES, INC.


                                        By:__________________________________
                                            Chief Executive Officer
