EXHIBIT 99.4
REVOCABLE PROXY
EAGLE HARDWARE & GARDEN, INC.
REVOCABLE PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD ON _______________, 1999
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard T. Takata and David J.
Heerensperger and each of them (with full power to act alone and to designate
substitutes) as attorneys and proxies of the undersigned with authority to vote
and act with respect to all shares of stock of Eagle Hardware & Garden, Inc.,
which the undersigned would be entitled to vote at the special meeting of
shareholders to be held on __________, 1999, at 9:00 a.m. local time at The
SeaTac Marriott Hotel, 3201 South 176th Street, SeaTac, Washington 98188, and
any adjournments or postponements thereof, with all the powers the undersigned
would possess if personally present, upon matters noted below and upon such
other matters as may properly come before the meeting.
(WHEN EXECUTED, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR
INSTRUCTIONS. IF YOU GIVE NO INSTRUCTIONS, THIS PROXY WILL BE VOTED FOR THE
FOLLOWING PROPOSAL).
The shares represented by this proxy shall be voted as follows:
To consider and vote on a proposal to approve the Agreement and
Plan of Merger dated as of November 22, 1998 among Eagle, Lowe's
Companies, Inc. and a subsidiary of Lowe's. As a result of the
merger, Eagle will become a subsidiary of Lowe's, and all
outstanding shares of Eagle common stock (excluding any shares
held by Eagle or Lowe's, other than in a fiduciary capacity, and
excluding shares held by shareholders who perfect their statutory
dissenters' rights under Washington law) will be converted into
the right to receive shares of Lowe's common stock. The number of
shares of Lowe's common stock that Eagle shareholders will receive
per share will be based on an exchange ratio that will be
calculated shortly before the merger. The exchange ratio will
equal $29.00 divided by the ten-day average closing price of
Lowe's common stock shortly before completion of the merger. In no
event, however, will each share of Eagle common stock be converted
into less than .6400 or more than .8659 shares of Lowe's common
stock. Therefore, it is possible that each share of Eagle common
stock will be valued in the merger at more or less than $29.00 per
share.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE PROPOSAL.
In addition, Eagle shareholders will be asked to transact any other
business that properly comes before the special meeting. Should the undersigned
be present and elect to vote at the special meeting or at any adjournment
thereof and after notification to the Vice President-Controller of Eagle at the
special meeting of the shareholder's decision to terminate this proxy, then the
power of said attorney and proxy shall be deemed terminated and of no further
force and effect.
The undersigned acknowledges receipt from Eagle prior to the execution
of this proxy of notice of the meeting, the proxy statement/prospectus dated
__________, 1999.
DATED: , 1999
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Print Name of Shareholder Print Name of Shareholder
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Signature Signature
Please sign exactly as name appears above. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITION STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOW OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
(PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING
THE ENCLOSED ENVELOPE)