<PAGE>1

                              AMENDED AND RESTATED
                             PAYLESS CASHWAYS, INC.
                           1998 OMNIBUS INCENTIVE PLAN

Section 1. Purpose.

         The purposes of the Amended and Restated 1998 Omnibus Incentive Plan of
Payless Cashways, Inc. (the "Plan") are to give the Company and its Affiliates a
competitive  advantage in  attracting,  motivating  and retaining  Employees and
Outside  Directors and to more closely align the interests of the Employees with
the Company's stockholders and to motivate Employees to enhance the value of the
Company for the benefit of all stockholders.

Section 2. Definitions.

         As used in the Plan,  the  following  terms shall have the meanings set
forth below:

(a)  "Affiliate"  means (i) any Person  that  directly,  or through  one or more
intermediaries,  controls, or is controlled by, or is under common control with,
the Company,  (ii) any entity in which the Company has an equity  interest of at
least 50%,  and (iii) any entity in which the Company has any other  significant
equity interest, as determined by the Committee.

(b) "Award" means any Option,  Limited  Right,  Performance  Share,  Performance
Unit,  Restricted  Stock,  Shares,  Dividend  Equivalent,  or any  other  right,
interest, or option relating to Shares granted pursuant to the provisions of the
Plan.

(c) "Award Agreement" means any written agreement or contract, setting forth the
terms and conditions of any Award granted hereunder.

(d) "Board" means the Board of Directors of the Company.

(e) "Code"  means the  Internal  Revenue  Code of 1986,  as amended from time to
time, and any successor thereto.

(f)  "Committee"  means the  Compensation  Committee of the Board, or such other
committee  designated  by the Board,  authorized  to  administer  the Plan under
Section 3 hereof.  The Committee  shall consist of not less than two  directors,
each of whom shall be a Non-Employee Person within the meaning of Rule 16b-3 and
an outside director within the meaning of Code Section 162(m).

(g) "Company" means Payless Cashways, Inc., a Delaware corporation.

(h)  "Disability"  means  permanent and total  disability  as  determined  under
procedures established by the Committee for purposes of the Plan.

(i) "Dividend Equivalent" means any right granted pursuant to Section 11 hereof.

<PAGE>2


(j)  "Employee"  means any employee  (including  officers) of the Company or any
Affiliates regularly employed for more than 20 hours per week.

(k) "Exchange  Act" means the Securities  Exchange Act of 1934, as amended,  and
any successors thereto,  and the rules and regulations  promulgated  thereunder,
all as shall be amended from time to time.

(l) "Fair Market Value" means, with respect to any property, the market value of
such  property  as  determined  by  such  methods  or  procedures  as  shall  be
established from time to time by the Committee.

(m) "Incentive Stock Option" means an Option granted under Section 6 hereof that
is  intended  to meet the  requirements  of Code  Section  422 or any  successor
provision thereto.

(n) "Limited Right" means any right granted to a Participant pursuant to Section
7 hereof.

(o) "Non-Qualified  Stock Option" means an Option granted under Section 6 hereof
that is not intended to be an Incentive  Stock Option,  and an Option granted to
an Outside Director pursuant to Section 10 hereof.

(p) "Option" means an Incentive Stock Option or a Non-Qualified Stock Option.

(q) "Outside Director" means a member of the Board who is not an Employee of the
Company or an Affiliate.

(r)  "Participant"  means an Employee or Outside  Director who receives an Award
under the Plan.

(s)  "Performance  Award" means any Award of  Performance  Shares or Performance
Units pursuant to Section 8 hereof.

(t)  "Performance   Goals"  means   preestablished,   objectively   determinable
performance  goals, and a level or levels of performance with respect to each of
the goals,  adopted by the Committee  prior to the grant of Restricted  Stock or
Performance  Awards and that are based,  in whole or in part,  on one or more of
the following  performance-based criteria: (i) attainment during the Performance
Period of a  specified  price  per share of the  Company's  common  stock;  (ii)
attainment  during  the  Performance  Period  of a  specified  rate of growth or
increase in the amount of growth in the price per share of the Company's  common
stock;  (iii) attainment  during the Performance  Period of a specified level of
the Company's earnings or earnings per share of the Company's common stock; (iv)
attainment  during  the  Performance  Period  of a  specified  rate of growth or
increase in the amount of growth of the Company's earnings or earnings per share
of the Company's common stock; (v) attainment during the Performance Period of a
specified  level  of the  Company's  cash  flow or cash  flow  per  share of the
Company's  common stock;  (vi)  attainment  during the  Performance  Period of a
specified  rate of growth or increase  in the amount of growth of the  Company's
cash flow or cash flow per share

<PAGE>3

of the Company's common stock; (vii) attainment during the Performance Period of
a specified level of the Company's return on  equity; (viii)  attainment  during
the Performance  Period of a specified rate of growth or  increase in the amount
of growth of the Company's return on equity; (ix) attainment during the  
Performance Period of a  specified level of the Company's return  on  assets or 
return on net assets. For purposes hereof, "earnings" may, but need not, be  
measured by  reference  to earnings  before interest, taxes, depreciation and 
amortization.

(u) "Performance  Period" means that period  established by the Committee at the
time any Performance Award is granted or at any time thereafter during which any
performance criteria,  including any Performance Goal, if applicable,  specified
by the Committee with respect to such Award are to be measured.

(v)  "Performance  Share" means any grant pursuant to Section 8 hereof of a unit
valued by reference to a designated number of Shares.

(w)  "Performance  Unit"  means any grant  pursuant to Section 8 hereof of (i) a
bonus consisting of cash or other property, the amount or value of which, and/or
the entitlement to which, is conditioned  upon the attainment of any performance
criteria,  including any  Performance  Goals,  if  applicable,  specified by the
Committee, or (ii) a unit valued by reference to a designated amount of property
other than Shares.

(x) "Person"  means any  individual,  corporation,  limited  liability  company,
partnership,    association,    joint-stock   company,   trust,   unincorporated
organization, or government or political subdivision thereof.

(y) "Restricted  Stock" means any Share issued pursuant to Section 9 hereof with
the restriction that the holder may not sell,  transfer,  pledge, or assign such
Share and with such other restrictions as the Committee, in its sole discretion,
may impose (including,  without limitation, any restriction on the right to vote
such Share, and the right to receive any cash dividends), which restrictions may
lapse  separately or in  combination  upon such  conditions  and at such time or
times, in installments or otherwise, as the Committee may deem appropriate,  and
which  restriction  shall  provide that the Shares  subject to such  restriction
shall be forfeited if the restriction  does not lapse prior to such date or such
event as the Committee may deem appropriate.

(z)  "Restricted  Stock Award" means an award of  Restricted  Stock  pursuant to
Section 9 hereof.

(aa) "Rule 16b-3" means Rule l6b-3  promulgated  by the  Securities and Exchange
Commission under the Exchange Act, or any successor rule or regulation thereto.

(bb) "Shares" means shares of the Common Stock of the Company, par value $.01
per share.

(cc)  "Termination  of Employment"  means the  termination of the  Participant's
employment  with the Company and any  Affiliate.  A  Participant  employed by an
Affiliate  shall

<PAGE>4


also be deemed to incur a  Termination  of  Employment  if the Affiliate  ceases
to be an Affiliate and the  Participant  does not  immediately thereafter become
an employee of the Company or another Affiliate.

Section 3. Administration.

(a) Committee.  The Plan shall be administered by the Committee.

(b) Committee  Authority.  Subject to the terms of the Plan and applicable  law,
the   Committee   shall  have  full  power  and   authority  to:  (i)  designate
Participants,  (ii)  determine the type or types of awards to be granted to each
Participant hereunder,  (iii) determine the number of Shares to be covered by or
with respect to which payments, rights, or other matters are to be calculated in
connection  with each Award,  (iv)  determine  the terms and  conditions  of any
Award,  (v)  determine  whether,  to what extent,  and under what  circumstances
Awards may be settled or  exercised in cash,  Shares,  other  securities,  other
Awards, or other property, or canceled,  forfeited, or suspended, and the method
or methods by which Awards may be settled,  exercised,  canceled,  forfeited, or
suspended,  (vi)  interpret  and  administer  the  Plan  and any  instrument  or
agreement  relating to, or Award made under, the Plan,  (vii) establish,  amend,
suspend or waive such rules and  regulations and appoint such agents as it deems
appropriate  for the proper  administration  of the Plan,  (viii) make any other
determination  and take any other action that the Committee  deems  necessary or
desirable for  administration of the Plan, and (ix) determine to what extent and
under what  circumstances  Shares and other  amounts  payable with respect to an
Award  shall  be  deferred  either  automatically  or at  the  election  of  the
Participant or the Committee.

(c)  Replacement  Awards.  Subject to the terms of the Plan  (including  without
limitation  Section 13 hereof),  the Committee  shall also have the authority to
grant Awards in replacement of Awards previously  granted under this Plan or any
other compensation plan of the Company or an Affiliate.

(d) Delegation. The Committee, in its discretion, may delegate its authority and
duties under the Plan to an officer of the Company under such conditions  and/or
limitations as the Committee may  establish;  provided,  however,  that only the
Committee may select and grant Awards, or otherwise take any action with respect
to Awards,  to Participants who are (i) officers or directors of the Company for
purposes  of  Section  16 of the  Exchange  Act,  or (ii)  Participants  who are
"covered employees" under Code Section 162(m).

(e)  Decisions  of  Committee  and Its  Delegates.  Unless  otherwise  expressly
provided in the Plan, all  determinations,  designations,  interpretations,  and
other  decisions of the  Committee,  or (unless the  Committee  has specified an
appeal  process to the contrary)  any other  Person(s) to whom the Committee has
delegated  authority,  shall be final,  conclusive and binding upon all Persons,
including the Company, any Participant,  any stockholder,  and any Employee. All
determinations of the Committee shall be made by a majority of its members.

         The  Committee  and each member  thereof shall be entitled to rely upon
any report or other  information  furnished  by any  officer or  employee of the
Company or any Affiliate,  or the

<PAGE>5

Company's independent auditors, and shall be entitled to rely upon the advice of
counsel,  who may be counsel to the Company. Members of the Committee and any 
employee of the Company or an Affiliate  acting at the direction or on behalf of
the Committee  shall not be personally  liable for any action or determination  
taken or made in good faith with respect to the Plan upon such report, 
information or advice.

Section 4. Shares Subject to the Plan.

(a) Subject to  adjustment  as provided in Section 4(c)  hereof,  a total of Two
Million  Four Hundred  Thousand  (2,400,000)  Shares shall be available  for the
grant of  Awards  under  the Plan;  provided,  however,  that not more than Four
Hundred Eighty  Thousand  (480,000) of such shares shall be issued as Restricted
Stock and that no more than Two Hundred Thousand  (200,000) shares of Restricted
Stock shall be issued in any one fiscal year.  Any Shares  issued  hereunder may
consist of  authorized  and unissued  shares or treasury  shares.  If any Shares
subject to any Award granted hereunder,  or to which such an Award relates,  are
forfeited or such Award otherwise terminates without the issuance of such Shares
or of other  consideration  in lieu of such Shares,  the Shares  subject to such
Award,  or to which such Award relates,  to the extent of any such forfeiture or
termination,  shall again be available for grant under the Plan. In addition, to
the extent  permitted by Code Section 422, any Shares  issued by, and any Awards
granted by or that become  obligations  of, the Company through or as the result
of the  assumption of  outstanding  grants or the  substitution  of Shares under
outstanding  grants of an acquired company shall not reduce the Shares available
for grants under the Plan.

(b) For purposes of this Section 4,

(i) If an Award (other than a Dividend Equivalent) is denominated in Shares, the
number of Shares covered by such Award, or to which such Award relates, shall be
counted  on the date of grant of such  Award  against  the  aggregate  number of
Shares available for granting Awards under the Plan;

(ii) Dividend  Equivalents and Awards not denominated in Shares shall be counted
against the aggregate  number of Shares  available for granting Awards under the
Plan in such  amount and at such time as the  Committee  shall  determine  under
procedures  adopted by the Committee  consistent  with the purposes of the Plan;
and

(iii) Awards that operate in tandem with (whether granted simultaneously with or
at a different time from), or that are  substituted  for, other Awards or awards
under other Company plans may be counted or not counted under procedures adopted
by the Committee in order to avoid double counting.

(c) In the event that the Committee  shall  determine that any dividend or other
distribution  (whether  in the form of cash,  Shares,  or  other  securities  or
property),   stock  split,   reverse   stock  split,   merger,   reorganization,
consolidation,  recapitalization,  split-up, spin-off,  repurchase,  exchange of
shares,  issuance  of  warrants  or other  rights  to  purchase  Shares or other
securities of the Company, or other transaction or event affects the Shares such
that an adjustment is determined by the Committee to be  appropriate in order to
prevent dilution or

<PAGE>6


enlargement of the benefits or potential benefits intended to be made  available
under the Plan, then  the Committee  may: (i)  make adjustments in the aggregate
number and class of shares or property which may be delivered under the Plan and
may substitute other shares or property for delivery under the  Plan, including 
shares of another entity which is a party to any such merger,  reorganization,  
consolidation or exchange of shares; and (ii) make  adjustmentsin the number, 
class and option price of shares or property subject to  outstanding  Awards and
Options granted under the Plan, and may substitute other shares or  property for
delivery under outstanding Awards and Options, including shares of another 
entity which is a party to any such merger, reorganization,  consolidation or 
exchange of shares, as may be determined to be appropriate by the Committee in 
its sole discretion, provided that the number of Shares subject  to any Award or
Option  shall  always  be a whole  number.  The preceding  sentence  shall  not 
limit the  actions  which  may be taken by the Committee under Section 12 of the
Plan. No adjustment shall be made with respect to Awards of Incentive  Stock  
Options that would cause the Plan to violate Code Section 422.

Section 5. Eligibility.

         Any Employee or Outside  Director shall be eligible to be selected as a
Participant. Notwithstanding any other provision of the Plan to the contrary, no
Participant may be granted an Option, Limited Right,  Performance Shares, Shares
or Restricted  Stock with respect to a number of Shares in any one calendar year
which,  when added to the Shares  subject to any other  Option,  Limited  Right,
Performance  Shares,  Shares or Restricted  Stock granted to such Participant in
the same fiscal year, shall exceed One Million (1,000,000) Shares. If an Option,
Limited Right, or Performance  Share is canceled,  the canceled Option,  Limited
Right or  Performance  Share  continues to count  against the maximum  number of
Shares for which an Option, Limited Right or Performance Share may be granted to
a Participant in any fiscal year.  All Shares  specified in this Section 5 shall
be adjusted to the extent necessary to reflect adjustments to Shares required by
Section 4(c) hereof. No Participant may be granted  Performance Units in any one
fiscal  year  which when added to all other  Performance  Units  granted to such
Participant  in the same  fiscal  year shall  exceed  300% of the  Participant's
annual base salary as of the first day of such fiscal year (or, if later,  as of
the date on which the Participant becomes an Employee);  provided, however, that
no more than  $1,200,000  of annual  base  salary may be taken into  account for
purposes of determining  the maximum  amount of  Performance  Units which may be
granted in any fiscal year to any Participant.

Section 6. Stock Options.

         Options may be granted under this Section 6 to Participants, other than
Outside Directors, either alone or in addition to other Awards granted under the
Plan. Options may be Incentive Stock Options or Non-Qualified  Stock Options, or
a  combination  thereof.  The Committee may condition the grant of any Incentive
Stock Option upon approval of the Plan by the Company's stockholders. Any Option
granted to a  Participant  under this  Section 6 shall be  evidenced by an Award
Agreement in such form as the Committee may from time to time approve.  Any such
Option  shall be  subject  to the  following  terms and  conditions  and to such
additional  terms and conditions,  not  inconsistent  with the provisions of the
Plan, as the Committee shall determine:

<PAGE>7


(a) Option Price. The purchase price per Share purchasable under an Option shall
be  determined  by the  Committee  but  shall  not be less than 100% of the Fair
Market Value of the Share on the effective  date of the grant of the Option (or,
if the Committee so determines,  in the case of any Option retroactively granted
in tandem with or in  substitution  for another Award or any  outstanding  Award
granted under any other plan of the Company,  on the effective date of the grant
of such other Award or award under another Company plan).

(b) Option Term.  The term of each Option shall be determined by the  Committee,
except as provided below for Incentive Stock Options.

(c)  Exercisability.  Options  shall  be  exercisable  at such  time or times as
determined  by the  Committee  at or  subsequent  to the granting of such either
automatically or at the election of the Participant or the Committee,  except as
otherwise provided in Section 12(a);  provided,  however, that the Committee may
condition  the exercise of any Option upon approval of the Plan by the Company's
stockholders.  In addition, the Committee may at any time accelerate the time at
which Options may be exercised and otherwise  modify the time of exercise of the
Options.

(d)  Method of  Exercise.  Subject to the other  provisions  of the Plan and any
applicable Award Agreement, the Participant may make payment of the option price
in such form or forms as the Committee shall  determine,  including,  payment by
delivery of cash, Shares,  Restricted Stock, or other consideration  (including,
where permitted by law and the Committee,  Awards) having a Fair Market Value on
the exercise  date equal to the total option  price,  or by any  combination  of
cash,  Shares,  Restricted  Stock and other  consideration  as the Committee may
specify in the applicable Award Agreement; provided, however, that if Restricted
Stock is surrendered  to pay the option price,  an equal number of Shares issued
as a result of the option  exercise  shall be subject to the same  restrictions.
The Committee may also specify in the applicable  Award Agreement the methods by
which the exercise  price may be paid or deemed to be paid and the methods by or
forms  in  which  Shares  will  be  delivered  or  deemed  to  be  delivered  to
Participants.

(e) Incentive  Stock  Options.  The terms of any Incentive  Stock Option granted
hereunder  shall comply in all respects with the provisions of Code Section 422,
or any successor  provision,  and any  regulations  promulgated  thereunder.  In
accordance with rules and procedures established by the Committee, the aggregate
Fair  Market  Value  (determined  as of the time of  grant) of the  Shares  with
respect to which Incentive Stock Options held by any Participant are exercisable
for the first time by such  Participant  during any calendar year under the Plan
(and under any other benefit plans of the Company or of any parent or subsidiary
corporation of the Company as defined in Code Section 424), shall not exceed One
Hundred Thousand Dollars ($100,000) or, if different,  the maximum limitation in
effect at the time of grant under Code Section 422, or any successor  provision.
and  any  regulations  promulgated  thereunder.   The  option  price  per  Share
purchasable  under an Incentive  Stock Option shall not be less than 100% of the
Fair  Market  Value  of the  Share on the  date of  grant  of the  Option.  Each
Incentive  Stock  Option  shall  expire not later than 10 years from its date of
grant.  No Incentive  Stock Option shall be granted to any Participant if at the
time the Option is granted such  Participant owns stock possessing more than 10%
of the total combined  voting power of all classes of stock of the Company,  its
parent or its  subsidiaries  unless (i) the  option  price per Share is at least
110% of the

<PAGE>8


Fair Market Value of the Share on the date of grant, and (ii) such Option by its
terms is not  exercisable  after the expiration of five years from the date such
Option is granted.

(f) Form of Settlement. In its sole discretion, the Committee may provide at the
time of grant that the Shares to be issued upon an Option's exercise shall be in
the form of Shares subject to  restrictions  as the Committee may determine,  or
other similar securities,  or may reserve the right to so provide after the time
of grant.

(g) Reload Options. If and to the extent the Committee  expressly  provides,  at
the time of grant or later, that the Participant shall have the right to receive
Reload Options (as defined below) with respect to  Non-Qualified  Stock Options,
the  Participant  shall receive Reload Options in accordance with and subject to
the following terms and conditions:

(i) Grant of the Reload Option;  Number of Shares;  Price.  Subject to paragraph
(ii) of this subsection and, except as provided in paragraph  (viii) hereof,  to
the  availability  of Shares to be  optioned to the  Participant  under the Plan
(including the limitations set forth in Section 5 hereof),  if a Participant has
an Option (the  "Original  Option") with reload rights and pays for the exercise
of the Original  Option by surrendering  Shares or Restricted  Stock (whether by
means of delivering  Shares or Restricted  Stock previously held by the optionee
or by delivering Shares or Restricted Stock simultaneously  acquired on exercise
of the Original  Option),  the  Participant  shall receive a new option ("Reload
Option")  for the number of Shares or  Restricted  Shares so  surrendered  at an
option  price per Share equal to the Fair Market Value of a Share on the date of
the exercise of the Original Option.

(ii)  Conditions to Grant of Reload Option.  A Reload Option will not be granted
if (A) the Fair Market  Value of a Share on the date of exercise of the Original
Option  is less  than the  exercise  price of the  Original  Option,  or (B) the
Participant is no longer an Employee of the Company or of an Affiliate.

(iii) Term of Reload Option.  The Reload Option shall expire on the same date as
the Original Option, or at such later date as the Committee may provide.

(iv) Type of Option. The Reload Option shall be a Non-Qualified Stock Option.

(v) Additional Reload Options. Except as expressly provided by the Committee (at
the time of the grant of the Original Option or later), Reload Options shall not
include any right to subsequent Reload Options.

(vi) Date of Grant; Vesting. The date of grant of the Reload Option shall be the
date of the exercise of the Original Option. Reload Options shall be exercisable
in full  beginning from the date of grant,  except as otherwise  provided by the
Committee.

(vii) Stock Withholding Grants of Reload Options. If and to the extent expressly
permitted by the Committee,  if the other  requirements  of this  subsection are
satisfied,  and if Shares are withheld or Shares surrendered for tax withholding
pursuant to Section 16(f)

<PAGE>9


hereof, a Reload Option will be granted for the number of Shares surrendered  as
payment for the exercise of the Original  Option plus the number of Shares 
surrendered or withheld to satisfy tax withholding.

(viii) Share Limits.  Reload  Options  granted with respect to Original  Options
paid for by delivery of Shares or Restricted  Stock  simultaneously  acquired on
exercise of the Original  Option shall be counted or not counted against or as a
reduction  from the number of shares  available for grant under Section 4 hereof
under  procedures  adopted  by the  Committee  in order to prevent  dilution  or
enlargement of the benefits or potential  benefits intended to be made available
under the Plan.

(ix) Other Terms and Conditions.  In connection with Reload Options for officers
who are subject to Section 16 of the Exchange Act, the Committee may at any time
impose any limitations which, in the Committee's sole discretion,  are necessary
or desirable  in order to comply with Section  16(b) of the Exchange Act and the
rules and regulations thereunder, or in order to obtain any exemption therefrom.

Section 7. Limited Rights.

         Limited Rights may be granted to  Participants  only with respect to an
Option  granted under  Section 6 hereof or a stock option  granted under another
plan of the Company.  Any Limited Right shall be subject to the following  terms
and conditions and to such  additional  terms and conditions,  not  inconsistent
with the Plan, as the Committee shall determine.  Any Limited Right related to a
Non-Qualified  Stock  Option  may be  granted  at the same time  such  Option is
granted or at any time thereafter  before exercise or expiration of such Option.
Any Limited  Right  related to an Incentive  Stock Option must be granted at the
same time such Option is granted.  A Limited Right shall terminate and no longer
be exercisable upon termination or exercise of the related Option, except that a
Limited  Right  granted  with  respect  to less  than the full  number of Shares
covered  by a  related  Option  shall  not be  reduced  until  the  exercise  or
termination  of the related  Option  exceeds the number of Shares not covered by
the Limited  Right.  Any Option  related to any Limited Right shall no longer be
exercisable  to the extent the related  Limited  Right has been  exercised.  Any
Limited Right shall be  exercisable to the extent,  and only to the extent,  the
related  Option is  exercisable  and only  during  the  ninety  (90) day  period
immediately  following a Change in Control of the Company (as defined in Section
12 hereof).  The Committee may impose such other  conditions or  restrictions on
the exercise of any Limited Right as it deems appropriate.  Subject to the terms
of the Plan and any applicable  Award  Agreement,  a Limited Right granted under
the Plan shall confer on the holder  thereof a right to receive,  upon  exercise
thereof, an amount equal to the excess of (i) the Fair Market Value of one Share
on the date of exercise or if greater and only with respect to any Limited Right
related to a  Non-Qualified  Stock  Option,  the highest price per Share paid in
connection with any Change in Control of the Company, over (ii) the option price
of the related Option, multiplied by the number of Shares as to which the holder
is exercising the Limited Right.  The amount payable to the holder shall be paid
by the Company in cash.

<PAGE>10


Section 8. Performance Awards.

(a) Administration. Performance Awards may be granted to Participants other than
Outside Directors in the form of Performance Shares or Performance Units, either
alone or in addition to other Awards granted under the Plan.  Performance Shares
or Performance  Units shall be payable to, or be exercisable by, the Participant
holding such Award,  in whole or in part,  following  achievement of one or more
performance  criteria  during  such  Performance  Period  as  determined  by the
Committee.  Except as provided in Section  12,  Performance  Awards will be paid
only after the end of the relevant Performance Period. Performance Awards may be
paid  in  cash,  Shares,  Restricted  Stock,  Options,  other  property  or  any
combination  thereof,  in the sole  discretion  of the  Committee at the time of
payment.  Performance  Awards  may  be  paid  in a lump  sum or in  installments
following the close of the Performance  Period or, in accordance with subsection
(c)  hereof,  on a  deferred  basis.  Notwithstanding  the  foregoing,  an Award
Agreement may  condition  the vesting or exercise of a Performance  Award on any
combination of the  achievement of one or more  performance  criteria and/or the
completion of a specified  period of service as the Committee shall determine at
the time of grant. If the Committee  determines that a Performance  Award should
qualify as  "performance-based  compensation" within the meaning of Code Section
162(m),   when  making  such  Performance   Award,  the  Committee  shall  adopt
Performance  Goals,  certify  completion of such goals and comply with any other
requirements   necessary  to  be  in  compliance   with  the   performance-based
compensation  requirements  of Code Section  162(m).  The Committee may make the
payment of any  Performance  Award  granted prior to approval of the Plan by the
Company's stockholders contingent upon such approval.

(b) Performance Period and Criteria.  The length of the Performance  Period, the
performance  criteria levels to be achieved for each Performance Period, and the
amount of the Award to be distributed  shall be  conclusively  determined by the
Committee.

(c)  Deferral  of  Awards.  At the  discretion  of the  Committee,  payment of a
Performance  Award or any portion thereof may be deferred by a Participant until
such  time  as  the  Committee  may  establish.  All  such  deferrals  shall  be
accomplished  by the  delivery  on a form  provided by the Company of a written,
irrevocable  election  by the  Participant  prior  to such  time  payment  would
otherwise be made.  Further,  all  deferrals  shall be made in  accordance  with
administrative  guidelines  established  by the  Committee  to ensure  that such
deferrals  comply  with  all  applicable   requirements  of  the  Code  and  its
regulations.  Deferred payments shall be paid in a lump sum or installments,  as
determined by the  Committee.  The Committee may also credit  interest,  at such
rates to be determined by the Committee,  on cash payments that are deferred and
credit  Dividend  Equivalents  on deferred  payments  denominated in the form of
Shares.

Section 9. Restricted Stock.

(a) Administration. Restricted Stock Awards may be granted to Participants other
than Outside  Directors,  either  alone or in addition to other  Awards  granted
under the Plan.  The granting of  Restricted  Stock shall take place on the date
the Committee  decides to grant the Restricted Stock, or if the Restricted Stock
Award  provides  that the  grant of  Restricted  Stock is  conditioned  upon the
achievement of performance  criteria specified in the Restricted Stock

<PAGE>11


Award, on a date established by the Committee  following the achievement of such
measures of performance.

         A Restricted  Stock Award may condition  the grant of Restricted  Stock
and/or the lapse of any restriction or  restrictions on Restricted  Stock on any
combination of the  achievement of one or more  performance  criteria and/or the
completion of a specified  period of service as the Committee shall determine at
the time the Restricted Stock Award is made. If the Committee  determines that a
Restricted Stock Award should qualify as "performance-based compensation" within
the meaning of Code Section 162(m),  when making  Restricted  Stock Awards,  the
Committee shall adopt Performance  Goals,  certify  completion of such goals and
comply  with any  other  requirements  necessary  to be in  compliance  with the
performance-based   compensation   requirements  of  Code  Section  162(m).  The
Committee  may make the grant of any  Restricted  Stock Award  granted  prior to
approval  of the  Plan  by  the  Company's  stockholders  contingent  upon  such
approval.

(b) Registration. Any Restricted Stock issued hereunder may be evidenced in such
manner as the Committee in its sole  discretion  deems  appropriate,  including,
without limitation,  book-entry  registration or issuance of a stock certificate
or  certificates.  In the event any stock  certificate  is issued in  respect of
shares of Restricted  Stock awarded under the Plan,  such  certificate  shall be
registered  in the  name of the  Participant,  shall  be held in  escrow  by the
Company, and shall bear an appropriate legend referring to the terms, conditions
and restrictions applicable to such Award, substantially in the following form:

             "The  transferability  of this certificate and shares  represented
        hereby are restricted pursuant to the terms and conditions  (including 
        forfeiture) of the 1998 Omnibus Incentive Plan of Payless Cashways, Inc.
        and a Restricted Stock Agreement.  Copies of such Plan and Agreement are
        on file at the corporate headquarters of Payless Cashways, Inc."

(c) Transfer  Restrictions.  Subject to the provisions of the Plan and the Award
Agreement, during the period, if any, set by the Committee,  commencing with the
date of such Award for which such  Participant's  continued  service is required
(the  "Restriction  Period"),  and until the later of (i) the  expiration of the
Restriction Period or (ii) the date the performance  criteria (if any) including
Performance  Goals if applicable are  satisfied,  the  Participant  shall not be
permitted to sell,  assign,  transfer,  pledge or otherwise  encumber  shares of
Restricted Stock.  Within these limits,  the Committee may provide for the lapse
of  restrictions  based upon period of service in  installments or otherwise and
may accelerate or waive, in whole or in part,  restrictions based upon period of
service or upon performance;  provided, however, that any applicable performance
criteria, including any Performance Goals if applicable, have been satisfied.

(d) Rights of  Restricted  Stockholder.  Except as  otherwise  provided  in this
Section 9 and the Award Agreement,  the Participant  shall have, with respect to
the  shares of  Restricted  Stock,  all of the  rights of a  stockholder  of the
Company holding Shares,  including the right to vote the shares and the right to
receive any dividends or other distributions.  If so determined by the Committee
in the applicable  Award  Agreement,  (i) cash dividends on shares of Restricted
Stock shall be  automatically  deferred and reinvested in additional  Restricted
Stock,  held subject

<PAGE>12


to the vesting of the underlying  Restricted Stock, or held subject  to  meeting
performance  criteria,   including  Performance  Goals  if applicable,  and (ii)
dividends payable in Shares shall be paid in the form of Restricted Stock,  held
subject to the  vesting of the  underlying  Restricted Stock, or held subject to
meeting performance  criteria,  including  Performance Goals if applicable.

(e) Lapse of  Restrictions.  As soon as  practicable  following the lapse of the
restrictions on Restricted Stock,  unrestricted Shares, evidenced in such manner
as the Committee deems appropriate, shall be issued to the grantee.

(f) Forfeiture.  Except as otherwise  determined by the Committee at the time of
grant,  upon  Termination  of Employment  for any reason before the  restriction
lapses,  all shares of Restricted  Stock still subject to  restriction  shall be
forfeited  by the  Participant  (who shall sign any  document and take any other
action  required  to assign  such shares  back to the  Company)  and  reacquired
without further consideration by the Company.

Section 10. Outside Directors' Options.

(a) Grant of Options.  The  Committee may grant Options under this Section 10 to
Outside Directors, including members of the Committee. All such Options shall be
Non-Qualified Stock Options.  Any Option granted to an Outside Director shall be
evidenced by an Award  Agreement in such form as the  Committee may from time to
time  approve.  The price at which each Share  covered  by such  Options  may be
purchased  shall  be 100% of the  Fair  Market  Value of a Share on the date the
Option is granted.

(b) Exercise of Options.  Except as set forth in this Section 10,  Options shall
be  exercisable  at such  time or times as  determined  by the  Committee  at or
subsequent  to the granting of such either  automatically  or at the election of
the Outside  Director or the  Committee.  In addition,  the Committee may at any
time accelerate the times at which Options may be exercised and otherwise modify
the time of exercise of the Options.  However,  no Option  shall be  exercisable
more than 10 years  after  the date of grant.  Options  may be  exercised  by an
Outside  Director:  (i) during the period  that the Outside  Director  remains a
member of the Board;  (ii) for a period of one year after ceasing to be a member
of the Board by reason of death or retirement (as defined below) from the Board;
or (v) for a period  of 90 days  after  ceasing  to be a member of the Board for
reasons other than retirement, death or disability,  however, only those Options
exercisable at the date the Outside  Director ceases to be a member of the Board
shall  remain  exercisable.  For  purposes  of  this  Section  10,  "retire"  or
"retirement"  shall mean  discontinuance  of  service  as a  director  after the
director  has  reached  age 60 and has at least five years or more of service on
the Board. All Options shall  immediately  become  exercisable in the event of a
Change in Control,  as  hereinafter  defined,  except that Options  shall not be
exercisable  earlier  than six  months  from  the  date of  grant to the  extent
required for exemption under Section 16 of the Exchange Act.

         In the  event of the death of an  Outside  Director  or former  Outside
Director,  his Options  shall be  exercisable  only to the extent that they were
exercisable  at his date of death and only by the executor or  administrator  of
the  Outside  Director's  estate,  by the person or persons to whom the  Outside
Director's rights under the Option shall pass under the Outside  Director's will
or the

<PAGE>13


laws of descent  and  distribution,  or by a  beneficiary  designated  in
writing in accordance with Section 16(a) hereof.

(c) Payment.  An Option granted to an Outside Director shall be exercisable only
upon  payment to the  Company  of the full  purchase  price of the  Shares  with
respect to which the Option is being exercised.  Payment for the Shares shall be
in United States  dollars,  payable in cash or by check or by delivery of Shares
having a Fair Market Value on the exercise date equal to the total option price,
or by any combination of cash and Shares.

(d) Adjustment of Options. In the event there shall be a merger, reorganization,
consolidation,  recapitalization,  stock  dividend or other  change in corporate
structure  such  that the  Shares  of the  Company  are  changed  into or become
exchangeable for a larger or smaller number of Shares,  thereafter the number of
Shares  subject  to  outstanding  Options  and the  number of Shares  subject to
Options to be granted to Outside  Directors  pursuant to the  provisions of this
Section  10 shall be  increased  or  decreased,  as the case may be,  in  direct
proportion to the increase or decrease in the number of Shares of the Company by
reason of such  change in  corporate  structure;  provided,  that the  number of
Shares shall always be a whole number,  and the purchase  price per share of any
outstanding  Options shall,  in the case of an increase in the number of Shares,
be  proportionately  reduced,  and in the case of a  decrease  in the  number of
Shares, shall be proportionately increased.

Section 11. Dividend Equivalents.

         Subject to the  provisions  of this Plan and any Award  Agreement,  the
recipient of an Award (including,  without limitations any deferred Award), may,
if so determined  by the  Committee,  be entitled to receive,  currently or on a
deferred basis, interest or dividends, or interest or dividend equivalents, with
respect to the  number of Shares  covered by the  Award,  as  determined  by the
Committee,  in its sole  discretion,  and the  Committee  may provide  that such
amounts (if any) shall be deemed to have been reinvested in additional Shares or
otherwise reinvested.

Section 12. Change in Control.

(a) In the  event of any  Change  in  Control  of the  Company,  as  hereinafter
defined,  the Committee,  as constituted before such Change in Control,  may, in
its  sole  discretion,  as to any  Award  either  at the  time an  Award is made
hereunder or any time thereafter, take any one or more of the following actions:
(i)  provide  for the  purchase  by the  Company  of any  such  Award,  upon the
Participant's request, for an amount of cash equal to the amount that could have
been  attained  upon  the  exercise  of  such  Award  or   realization   of  the
Participant's rights had such Award been currently  exercisable or payable; (ii)
make such  adjustment to any such Award then  outstanding as the Committee deems
appropriate  to reflect  such Change in  Control;  or (iii) cause any such Award
then  outstanding  to be assumed,  or new rights  substituted  therefor,  by the
acquiring or surviving corporation after such Change in Control. In the event of
a Change  of  Control,  there  shall be an  automatic  acceleration  of any time
periods  relating  to the  exercise  or  realization  of any such  Award and all
performance award standards shall be deemed satisfactorily completed without any
action required by the Committee so that such Award may

<PAGE>14


be exercised or realized in full on or before a date  fixed by the  Committee,  
except no Award shall be exercisable earlier  than six  months  after  the  date
of grant to the  extent required for exemption  under Section 16 of the Exchange
Act. The Committee may, in its discretion, include such further  provisions  and
limitations in any agreement documenting such  Awards  as it may deem  equitable
and in the best interests of the Company.

         For  purposes of this Plan,  a "Change in  Control"  shall be deemed to
have occurred if:

(i) any person (as defined in Sections  13(d) and 14(d)(2) of the Exchange  Act)
becomes the  "beneficial  owner" (as  defined in Rule 13d-3  under the  Exchange
Act), directly or indirectly, of securities of the Company (not including in the
securities  beneficially  owned by such person any securities  acquired directly
from the Company or its affiliates other than in connection with the acquisition
by the Company or its affiliates of a business) having 30% or more of the voting
power in the election of directors of the Company;

(ii) the occurrence within any twenty-four month period of a change in the Board
of  Directors  of the  Company  with the result that the  Incumbent  Members (as
defined  below) do not  constitute a majority of the Company's  Board.  The term
"Incumbent  Members" shall mean the members of the Board on the date immediately
preceding the commencement of such twenty-four  month period,  provided that any
person becoming a director during such  twenty-four  month period whose election
or nomination  for election was approved by a majority the directors who, on the
date of such  election or  nomination  for  election,  comprised  the  Incumbent
Members  shall be  considered  one of the  Incumbent  Members in respect of such
twenty-four month period;

(iii) the  stockholders of the Company approve a merger or  consolidation of the
Company  or  approve  the  issuance  of  voting  securities  of the  Company  in
connection  with a merger or  consolidation  of the  Company  (or any  direct or
indirect  subsidiary of the Company),  other than (A) a merger or  consolidation
which  would  result  in  the  voting  securities  of  the  Company  outstanding
immediately  prior to such  merger  or  consolidation  continuing  to  represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity or any parent  thereof),  in combination with the ownership
of any trustee or other fiduciary  holding under an employee benefit plan of the
Company,  at least 66 2/3% of the combined voting power of the voting securities
of the  Company  or such  surviving  entity or any  parent  thereof  outstanding
immediately after such merger or consolidation, or (B) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no "person" (as defined above) is or becomes the "beneficial owner" (as
defined  above),  directly or  indirectly,  of  securities  of the Company  (not
including in the  securities  beneficially  owned by such person any  securities
acquired directly from the Company or its subsidiaries  other than in connection
with  the  acquisition  by  the  Company  or  its  subsidiaries  of a  business)
representing 30% or more of the voting power in the election of directors of the
Company; or

(iv) the  stockholders of the Company approve a plan of complete  liquidation or
dissolution of the Company or a sale,  lease,  exchange or other  disposition of
all or  substantially  all of the Company's  assets,  other than a sale,  lease,
exchange or other  disposition by the Company of all or substantially all of the
Company's assets to an entity,  at least 66 2/3%

<PAGE>15


of the combined voting power of the voting  securities  of which are owned by  
"persons"  (as defined  above) in substantially the same proportions as their 
ownership of the Company immediately prior to such sale.

Section 13. Amendments.

(a) The  Plan.  The Board may  amend,  suspend  or  terminate  the Plan,  but no
amendment,   suspension  or  termination  shall,  without  the  consent  of  the
Participant,  alter or  impair  the  rights of the  Participant  under any award
theretofore  granted.  In addition,  no amendment shall be effective without the
approval of  stockholders  if required by Section 16 of the Exchange Act or Code
Section 162(m) or Section 422 as the case may be.

(b) Awards. The Committee may amend the terms of any Award theretofore  granted,
prospectively  or  retroactively,  and may also substitute new Awards for Awards
previously  granted  under  this  Plan or for  awards  granted  under  any other
compensation  plan of the Company or an  Affiliate  to  Participants,  including
without  limitation  previously granted Options having higher option prices, but
no such  amendment or  substitution  shall impair the rights of any  Participant
without his or her consent.  Except as may provided in an Award  Agreement,  the
Committee  may,  in  its  sole  discretion,  in  whole  or in  part,  waive  any
restrictions  or conditions  applicable  to, or  accelerate  the vesting of, any
Award.

(c) Performance Award Criteria.  The Committee shall be authorized,  without the
Participant's  consent,  to make adjustments in Performance Award criteria or in
the terms and  conditions of other Awards in recognition of events that it deems
in its sole discretion to be unusual or nonrecurring  that affect the Company or
any Affiliate or the financial statements of the Company or any Affiliate, or in
recognition of changes in applicable laws, regulations or accounting principles,
whenever the Committee determines that such adjustments are appropriate in order
to prevent the dilution or enlargement  of benefits or potential  benefits under
the Plan.

(d)  Curative  Amendments.  The  Committee  may correct  any defect,  supply any
omission or reconcile any  inconsistency  in the Plan or any Award in the manner
and to the extent it deems  desirable to carry it into effect.  In the event the
Company  shall  assume  outstanding  employee  benefit  awards  or the  right or
obligation  to make future such awards in  connection  with the  acquisition  of
another  corporation or business  entity,  the Committee may, in its discretion,
make  such  adjustments  in the  terms  of  awards  under  the  Plan as it deems
appropriate.

Section 14. Termination of Employment and Non-Competition.

         The Committee shall have full power and authority to determine whether,
to what  extent and under what  circumstances  any Award  shall be  canceled  or
suspended  and shall  promulgate  rules and  regulations  to determine  (a) what
events constitute disability, retirement, termination for an approved reason and
termination  for  cause  for  purposes  of the Plan and (b) the  treatment  of a
Participant under the Plan in the event of his death, disability, retirement, or
termination for an approved reason.  In addition,  but without  limitation,  all
outstanding  Awards to any  Participant  shall be canceled or  forfeited  if the
Participant, without the consent of the Committee, while employed by the Company
or after termination of such employment,  becomes associated

<PAGE>16


with, employed by, renders services to, or owns any  interest in (other than any
non-substantial interest, as determined by the Committee),  any business that is
in competition with the Company or any Affiliate,  or with any business in which
the Company or any Affiliate has a substantial  interest as  determined  by the 
Committee or such officers or committee of senior officers to whom the authority
to make such determination is delegated by the Committee.

Section 15. Termination of Awards under Certain Circumstances.

         Unless  the  Participant's  Award  Agreement  provides  otherwise,  all
unexercised,  unearned,  and/or  unpaid  Awards,  including,  but  not by way of
limitation,  Awards earned,  but not yet paid, all unpaid dividends and Dividend
Equivalents,  and all  interest  accrued on the  foregoing  shall be canceled or
forfeited,  as the case may be,  if (a) the  Participant's  employment  with the
Company or an Affiliate is terminated for cause,  (b) the  Participant is not in
compliance  with  all  applicable  provisions  of this  Plan or with  any  Award
Agreement,  or (c) the  Participant,  whether  or not  employed  or serving as a
director, acts or otherwise conducts himself in a manner inimical or contrary to
the best interest of the Company or any Affiliate.

Section 16. General Provisions.

(a)  Non-Assignability.  No Award may be  pledged  or  otherwise  encumbered  or
subject to any lien, obligation or liability of a Participant (other than to the
Company or an Affiliate), or, except for Non-Qualified Stock Options as provided
below,  assigned or  transferred by such  Participant  other than by will or the
laws or descent and distribution and shall be exercisable during the lifetime of
the  Participant,  only by the Participant or, if permissible  under  applicable
law,  by the  guardian or legal  representative  of the  Participant,  provided,
however,  that  the  Participant  may,  pursuant  to a  written  designation  of
beneficiary  filed  with and  approved  by the  Committee  prior  to his  death,
designate a beneficiary to exercise the rights of the  Participant  with respect
to any Award upon the death of the Participant. Any Award of Non-Qualified Stock
Options may be transferred  during the lifetime of the  Participant,  and may be
exercised by the transferee in accordance with the terms of the Award,  but only
if and to the extent such  transfers are permitted by the Committee  pursuant to
the express terms of an Award  Agreement and subject to any terms and conditions
which the Committee may impose on such transfers.

(b) Terms.  The term of each Award  shall be for such  period of months or years
from the date of its  grant as may be  determined  by the  Committee;  provided,
however,  that in no event  shall  the term of any  Incentive  Stock  Option  or
Limited Right related to any Incentive  Stock Option exceed a period of 10 years
from the date of its grant.

(c) Rights to Awards. No Employee,  Participant,  or other Person shall have any
claim to be granted any Award,  and there is no  obligation  for  uniformity  of
treatment of Employees, Participants, or holders or beneficiaries of Awards.

(d) No Cash  Consideration  for  Awards.  Awards  shall be  granted  for no cash
consideration  or for such  minimal  cash  consideration  as may be  required by
applicable law.

<PAGE>17


(e) Restrictions.  All certificates for Shares delivered under the Plan pursuant
to  any  Award  shall  be  subject  to  such  stock-transfer  orders  and  other
restrictions as the Committee may deem advisable  under the rules,  regulations,
and other  requirements  of the  Securities and Exchange  Commission,  any stock
exchange or stock  quotation  system upon which the Shares are then listed,  and
any applicable  Federal or state  securities  law, and the Committee may cause a
legend or  legends  to be placed on any such  certificates  to make  appropriate
reference to such restrictions.

(f)  Withholding.  The Company  shall be  authorized  to withhold from any Award
granted,  payment due or Shares or other property  transferred under the Plan or
from any  compensation  or other amount owing to a Participant the amount of any
applicable  withholding  and other taxes due and payable in respect of an Award,
payment or shares or other property transferred hereunder and to take such other
action  as may be  necessary  in the  opinion  of the  Company  to  satisfy  all
obligations  for  the  payment  of such  taxes.  The  Company  may  require  the
Participant  to pay to it such tax prior to and as a condition  of the making of
such payment or transfer of Shares or property under the Plan. The Committee may
allow a  Participant  to pay the amount of taxes due or payable in respect of an
Award by  withholding  from any payment of Shares due as a result of such Award,
or by permitting the Participant to deliver to the Company, Shares having a fair
market value, as determined by the Committee, equal to the amount of such taxes.

(g) No Limit on Other Compensation Arrangements.  Nothing contained in this Plan
shall  prevent the Company or any Affiliate  from  adopting  other or additional
compensation arrangements.

(h) Governing  Law. The validity,  construction,  and effect of the Plan and any
rules and  regulations  relating to the Plan shall be  determined  in accordance
with the laws of the State of Delaware and applicable Federal law.

(i) Severability. If any provision of this Plan or any Award is or becomes or is
deemed to be invalid,  illegal or unenforceable in any  jurisdiction,  as to any
Person or Award, or would  disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable  laws,  or if it cannot be construed or deemed  amended
without,  in the determination of the Committee,  materially altering the intent
of the Plan or the Award,  such provision shall be stricken and the remainder of
the Plan and any such Award shall remain in full force and effect.

(j) No Right to  Employment.  The grant of an Award  shall not be  construed  as
giving a  Participant  the right to be  retained in the employ of the Company or
any  Affiliate.  Further,  the Company or an Affiliate may at any time terminate
the employment of a Participant, free from any liability, or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

(k)  Unfunded  Status of Awards;  Creation  of Trusts.  The Plan is  intended to
constitute an "unfunded"  plan for incentive and deferred  compensation.  To the
extent than any person acquires a right to receive  payments from the Company or
any  Affiliate  pursuant to an

<PAGE>18


Award, such right shall be no greater than the right  of any  unsecured  general
creditor  of the  Company  or any  Affiliate; provided,  however,  that the 
Committee may authorize the creation of trusts and deposit therein cash,  Shares
or other property, or make other arrangements to meet the Company's  obligations
under the Plan, and provided that such trusts or other arrangements are 
consistent with the "unfunded" status of the Plan.

(l) No  Fractional  Shares.  No  fractional  Shares shall be issued or delivered
pursuant to the Plan or any Award,  and the Committee  shall  determine  whether
cash, other  securities,  or other property shall be paid or transferred in lieu
of any  fractional  Shares,  or  whether  such  fractional  Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.

(m)  Headings.  Headings are given to the Sections and  subsections  of the Plan
solely as a convenience  to  facilitate  reference.  Such headings  shall not be
deemed in any way material or relevant to the construction or  interpretation of
the Plan or any provision thereof.

(n) Rule 16b-3 Compliance.  With respect to persons subject to Section 16 of the
Exchange  Act,  transactions  under this Plan are  intended  to comply  with all
applicable conditions of Rule 16b-3. To the extent any provision of this Plan or
action by the Committee was not to so comply,  the Committee may deem,  for such
persons, such provision or action null and void to the extent permitted by law.

Section 17. Effective Date of Plan.

         The Plan shall be effective as of February 17, 1998.

Section 18. Term of Plan.

         No Award shall be granted  pursuant to the Plan after  January 15, 2008
but any Award theretofore granted may extend beyond that date.