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                               FIFTH AMENDMENT
                                       TO
                         EAGLE HARDWARE & GARDEN, INC.
                    PROFIT SHARING/RETIREMENT SAVINGS 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. Profit Sharing/Retirement 
Savings Plan ("Plan") is hereby amended, effective January 1, 1998, as 
follows:

1.  INITIAL INVESTMENT ELECTION IN DIRECTED PORTFOLIO ACCOUNT -- Section 
    4.10(B)2 shall be amended to allow participants to make initial 
    investment fund elections in one percent (1%) increments.

2.  INVESTMENT FUND IN DIRECTED PORTFOLIO ACCOUNT -- Section 4.10(B)1 
    shall be amended to delete the provision requiring the trustee to 
    follow a direction of the Committee to maintain cash or cash 
    equivalents as liquidity in the Trust Fund.

3.  LIMITATIONS ON INVESTMENT CHANGES IN DIRECTED PORTFOLIO ACCOUNT -- 
    Section 4.10(B)4 shall be amended to allow participants to change 
    investment accounts and future contribution rates on a daily basis. 
    Section 4.10(B)4 shall be further amended to allow participants to 
    make changes in existing investment elections in one percent (1%) 
    increments.

4.  ELIMINATION OF GAP PERIOD INCOME FOR CORRECTIVE DISTRIBUTIONS -- 
    Section 1.29 shall be amended to eliminate the requirement that "gap 
    period" income be included when calculating income for purposes of 
    making corrective distributions.

5.  VALUATION DATE MEASURED BY NYSE -- Section 1.57.1 shall be amended 
    to provide that daily valuation shall take place on any business day 
    during the Plan Year during which the New York Stock Exchange is 
    open for business.

6.  AUTHORIZED DISTRIBUTIONS FOR ACCOUNTS LESS THAN $5,000 -- Sections 
    6.4(a) and 6.5(b) shall be amended to change each reference to 
    $3,500 therein to $5,000.

7.  TRUSTEE INVESTMENT POWERS AND DUTIES -- Sections 7.2 and 7.3 shall 
    be amended by deleting both of such sections in their entirety, and 
    replacing them with the new Section 7.2 set forth in the attached 
    Exhibit A, which is incorporated herein by this reference, and which
    provides that the Trustee shall act as a nondiscretionary Trustee.

     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

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restatement of the Plan. This amendment shall supersede any conflicting 
provisions in the plan document, as previously amended.

EAGLE HARDWARE & GARDEN, INC.          COMMITTEE UNDER THE
                                       EAGLE HARDWARE &
                                       GARDEN, INC. RETIREMENT
                                       SAVINGS 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
                                            --------------------------


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                                 Exhibit A

Section 7.2  Investment Powers and Duties of the Trustee

A.   Nondiscretionary Trustee

     The Trustee shall be a nondiscretionary trustee. The Trustee shall have 
     no discretion or authority with respect to the investment of the Trust 
     Fund and shall act solely as a directed trustee of the funds contributed 
     to the Trust Fund.

B.   Investment Directions

     The Trustee shall effect and change investment of the Trust Fund 
     pursuant to proper directions as and when reported to the Trustee. If 
     participant direction of investments is permitted under the plan, the 
     Administrator shall establish procedures for a participant's proper 
     direction of investment. The Administrator shall communicate all 
     investment directions in writing. The Trustee shall neither effect nor 
     change any such investments without proper direction, and shall have no 
     right, duty, or responsibility to recommend investments or investment 
     changes.

C.   Investment Manager

     The Employer may from time to time in its sole discretion appoint, an 
     investment manager as defined in Section 3(38) of the Employee 
     Retirement Income Security Act of 1974. The Employer shall notify the 
     Trustee of any appointment of an investment manager by delivering to the 
     Trustee an executed copy of the instrument under which the investment 
     manager was appointed to act as such hereunder and shall specify to the 
     Trustee that portion of the Trust Fund which shall be subject to 
     investment management. During the term of such appointment, the 
     investment manager shall have the sole responsibility for the investment 
     and reinvestment of that portion of the Trust Fund subject to its 
     investment management. The Trustee may maintain a separate account 
     within the Trust Fund for the assets of the Trust Fund subject to 
     investment management. The Employer may terminate its appointment of an 
     investment manager at any time and shall in writing notify the Trustee 
     of such termination. Any investment manager shall exercise such of the 
     powers enumerated in Section D and otherwise contained in this Agreement 
     with respect to that portion of the Trust Fund subject to its investment 
     management as may be provided in the instrument under which the 
     investment manager was appointed to act as such hereunder.

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D.   Investment Authority

     With respect to any Plan asset which is not subject to the provisions of 
     Sections B and C of this Article II, the Trustee, as a directed trustee, 
     is authorized and empowered, by way of limitation, with the following 
     rights, powers and duties, each of which the nondiscretionary Trustee 
     exercises solely as directed Trustee in accordance with the written 
     direction of the Employer:

     1.    to invest all or any part of the assets of the Trust in any 
          collective investment trust or group trust which provides for the 
          pooling of the assets of plan described in Code Section 401(a) and 
          exempt from tax under Code Section 501(a). The provisions of the 
          documents governing such collective investment trusts or group 
          trusts, as amended from time to time, shall govern any investment 
          therein and are adopted by and made a part of the Plan and this 
          Trust Agreement. If this Trust fails to be treated as tax-exempt 
          under the Code or loses its status as such, the Employer shall 
          immediately so notify the Trustee and the Trustee shall, without 
          further notice or direction, remove the Trust assets from any such 
          collective investment trust or group trust maintained by the 
          Trustee, its affiliates, or other entity;

     2.   to invest and reinvest the Trust Fund in securities or other 
          property, real or personal, within or without the United States, 
          including, without limitation, interests or part interests in any 
          bond and mortgage or note and mortgage, certificates of deposit, 
          commercial paper and other short-term or demand obligations, 
          secured or unsecured, whether issued by governmental or 
          quasi-governmental agencies or corporations or by any firm or 
          corporation. Notwithstanding the foregoing, the Trustee shall not 
          make investments in securities or other property outside the United 
          States unless (i) the indicia of ownership thereof are held within 
          the jurisdiction of the District Courts of the United States or 
          (ii) the Secretary of the Department of Labor shall have granted 
          the Trustee permission to make such investments and in no event 
          shall anything contained herein be deemed to purport to authorize 
          any investment or reinvestment in violation of the requirements of 
          the Employee Retirement Income Security Act of 1974;

     3.   to enter into one or more insurance contracts with one or more 
          legal reserve life insurance companies and, subject to the 
          provisions of this Agreement, to remit any payments which it may 
          receive hereunder to any such insurance company, and to delegate 
          powers in connection with the administration of the portion of the 
          Trust Fund invested in any such insurance contract, to the 
          insurance company issuing such insurance contract;

     4.   to sell property at public or private sale for cash or upon credit 
          or partly for cash and partly upon credit and upon such terms and 
          conditions as it shall deem proper. No purchaser shall be bound or 
          liable for the application of the proceeds of any such sale;

     5.   to exchange any securities or property held by it for other 
          securities or property, or partly for such securities or property 
          and partly for cash, and to exercise conversion, subscription, 
          option and similar rights with respect to any securities held by 
          it, and to make payments in connection therewith;

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     6.   to vote in person or by proxy at corporate or other meetings and to 
          participate in or consent to any voting trust, reorganization, 
          dissolution, merger or other action affecting any securities in its 
          possession or the issuers thereof, and to make payments in 
          connection therewith;

     7.   to improve any real property;

     8.   to acquire, hold or dispose of property in unregistered form, or in 
          its name without designation of fiduciary capacity, or in the name 
          of its nominee, to deposit any property in a depository or clearing 
          corporation and to deposit with the federal reserve bank in its 
          district any securities the principal and interest of which the 
          United States or any department, agency or instrumentality thereof 
          has agreed to pay or has guaranteed payment;

     9.   to compromise and adjust all debts or claims due to or made against 
          it;

     10.  to make distributions in cash or in specific property, real or 
          personal, or an undivided interest therein, or partly in cash and 
          partly in such property; and

     11.  to retain in cash so much of the Trust Fund as the Administrator 
          may direct to satisfy liquidity needs of the Plan and to deposit 
          any cash held in the Trust Fund in any bank or savings account or 
          short term investment fund.

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