AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

     This  Amendment No. 1 to  Employment  Agreement is made and entered into on
the 5th day of March, 1998, among PAMIDA HOLDINGS  CORPORATION  ("Holdings"),  a
Delaware corporation, PAMIDA, INC. ("Pamida"), a Delaware corporation, and FRANK
A. WASHBURN (the "Executive").  Holdings and Pamida collectively are referred to
in this Amendment No. 1 as the "Companies".

                                      * * *

     WHEREAS,  the  Companies  and the  Executive  are parties to an  Employment
Agreement dated March 6, 1997 (the "Employment Agreement"); and

     WHEREAS, the Companies and the Executive now desire to amend the Employment
Agreement as more particularly set forth below;

     NOW, THEREFORE, the Companies and the Executive agree as follows:

     1. Pursuant to Paragraph 6 of the Employment  Agreement,  the Companies and
the Executive agree that the Executive's  incentive bonus program for the fiscal
year of Holdings ending January 31, 1999 ("Fiscal 1999") shall be the following:

     (a)  If (i) the consolidated  earnings of Holdings and its subsidiaries (on
          a first-in,  first-out basis with respect to merchandise  inventories)
          before interest, taxes, depreciation,  and amortization (the "EBITDA")
          for  Fiscal  1999 (the  "FY99 EBITDA")  are less than the  EBITDA  for
          Fiscal 1998 or (ii) the percentage  increase in the  comparable  store
          sales of Pamida for Fiscal  1999  compared  with the fiscal year ended
          February  1, 1998,  is less than 3%, then the  Executive  shall not be
          entitled to any incentive bonus for Fiscal 1999.

     (b)  If the FY99 EBITDA equals or exceeds the EBITDA for Fiscal 1998,  then
          the Executive's incentive bonus for Fiscal 1999 shall be determined as
          a percentage of the  Executive's  base salary from the matrix attached
          to this  Amendment  No. 1 taking into  account (i) the FY99 EBITDA and
          (ii) the percentage  increase in the comparable  store sales of Pamida
          for Fiscal 1999 compared with the fiscal year ended  February 1, 1998.
          Comparable  store sales  percentage  increases  shall be determined in
          accordance with Pamida's historical practices.

     (c)  For  purposes  of  such  matrix,  comparable  store  sales  percentage
          increases  of more than 9% shall be  treated as  increases  of 9%, and
          FY99 EBITDA of more than  $52,000,000  shall be treated as FY99 EBITDA
          of $52,000,000.

     (d)  For purposes of applying  such  matrix,  the  Executive's  base salary
          shall be the Executive's base salary in effect on January 31, 1999.

     (e)  The  maximum  incentive  bonus  that  the  Executive  shall  have  the
          opportunity  to earn  for  Fiscal  1999  is  100%  of the  Executive's
          applicable base salary.

     (f)  FY99 EBITDA  amounts  between whole millions of dollars and comparable
          store sales percentage  increases  between whole  percentages shall be
          interpolated  on a  straight-line  basis for purposes of applying such
          matrix.

     (g)  Solely by way of illustration  of the  application of such matrix,  if
          the  FY99  EBITDA  is  $48,500,000  and  the  comparable  store  sales
          percentage  increase  for Fiscal  1999 is 4.6%,  then the  Executive's
          incentive  bonus for Fiscal 1999 would be 51.4166% of the  Executive's
          applicable base salary.

The  Executive's  incentive  bonus for Fiscal 1999 (if any) shall be paid to the
Executive  as soon as  practicable  after  Holdings has received the final audit
report with respect to Fiscal 1999 from its independent accountants.

     2. The  provisions  of this  Amendment  No. 1 are  intended  to satisfy the
requirements  of Paragraph 6 of the Employment  Agreement for the fiscal year of
Holdings ending in 1999.

     3. This Amendment No. 1 shall be effective as of February 2, 1998.

     4. As hereby amended,  the Employment  Agreement shall remain in full force
and effect.

     IN WITNESS  WHEREOF,  the Companies  and the  Executive  have executed this
Amendment No. 1 to Employment Agreement on the day and year first above written.

                                        PAMIDA HOLDINGS CORPORATION,
                                        a Delaware corporation

                                     By:/s/ Steven S. Fishman
                                        Steven S. Fishman, Chairman of the
                                        Board and Chief Executive Officer


                                        PAMIDA, INC., a Delaware corporation

                                     By:/s/ Steven S. Fishman
                                        Steven S. Fishman, Chairman of the
                                        Board and Chief Executive Officer



                                        /s/ Frank A. Washburn
                                        Frank A. Washburn