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                                     FORM OF
                              EMPLOYMENT AGREEMENT


         THIS  AGREEMENT  is made  and  entered  into as of  ___________________
between PAYLESS  CASHWAYS,  INC., a Delaware  corporation (the  "Company"),  and
___________________ (the "Executive").

         WHEREAS, the Company desires to employ the Executive in the capacity of
____________________________,  and the  Executive  desires to be employed by the
Company  in such  capacity  and on the  terms and  conditions  set forth in this
Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants of the parties
herein made, it is hereby agreed:

         1. Term of  Agreement.  The term of this  Agreement  shall be one year,
commencing  ____________________ and ending  ___________________,  unless sooner
terminated as provided in Paragraph 6 of this Agreement; PROVIDED, however, that
the Agreement shall be automatically renewed for an additional term of one year,
at the end of the initial  one-year term and of each  succeeding  one-year term,
unless  either the Company or the  Executive  shall serve notice on the other at
least ninety (90) days prior to the  expiration of the term, in accordance  with
the procedures set out in Paragraph 12 of this Agreement,  that the party giving
notice intends to end the Agreement at the conclusion of the then-current  term.
The Company shall not be required to show Cause,  and the Executive shall not be
required to show Good Reason,  to require the expiration of the Agreement  under
the terms of this Paragraph.

         2.  Employment  and  Duties.  The Company  hereby  agrees to employ the
Executive,  and the Executive hereby accepts employment,  to perform such duties
and responsibilities of  ____________________________ as are, from time to time,
assigned  to the  Executive  by the  Board of  Directors  or its  designee.  The
Executive  agrees to devote full  business  time and effort to the  diligent and
faithful  performance  of the  Executive's  duties  under the  direction of such
person as is designated by the Company's Board of Directors.

         3.       Compensation.

                  (a) Base Salary. As compensation for the Executive's services,
the  Executive  shall  be  paid  a base  salary  at a  minimum  annual  rate  of
$__________  payable in equal  bi-weekly  installments,  which  salary  shall be
reviewed annually and may be adjusted from time to time at the discretion of the
Board of Directors (the "Base Salary");  provided that the Base Salary shall not
be less than the amount stated in this Paragraph 3(a).

                  (b) Incentive  Compensation.  The Executive shall, in addition
to the Base Salary, also be eligible to receive incentive compensation under the
Company's  Corporate  Management  Incentive  Plan (the  "CMIP"),  or such  other
program  or plan for  officers  of the  Company  as from  time to time may be in
effect,  if any (the "Incentive  Compensation").  The

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existence and terms of  any such  program  or plan  shall be  determined  solely
at the  discretion  of the  Compensation  Committee  of the Board of  Directors.
For fiscal year 1999,  the Executive's  "Annual  Incentive  Target Percentage of
Base  Compensation,"  as used  in  the  CMIP, shall be _______ percent (___%) of
Base Salary.

                  (c)  Other  Benefits.  The  Executive  shall  be  entitled  to
participate  in the  Company's  regular  health,  life,  pension,  vacation  and
disability  plans in accordance with their  respective  terms.  The Company will
also provide  employee  benefits to the Executive in respect of the  Executive's
employment  as the  Company  customarily  provides,  from  time to time,  to its
officers,  as described in Exhibit A attached to this Agreement.  Nothing herein
shall be  construed to limit the  Company's  discretion  to amend,  terminate or
otherwise modify any such plans or benefits,  subject to the Executive's  rights
under Paragraph 6(c)(iii) below.

         4.       Confidentiality, Non-Solicitation, and Non-Disparagement.

                  (a) Confidentiality of Proprietary Information.  The Executive
agrees  that,  at all times,  both during the  Executive's  employment  with the
Company and after the  expiration  or  termination  thereof for any reason,  the
Executive shall not divulge to any person, firm,  corporation,  or other entity,
or in any way use for the  Executive's  own  benefit,  except as required in the
conduct of the  Company's  business or as authorized in writing on behalf of the
Company,  any  trade  secrets  or  confidential  information  (the  "Proprietary
Information")  obtained during the course of the Executive's employment with the
Company. The Proprietary  Information includes,  but is not limited to, customer
or client lists  (including  the names and/or  positions of persons  employed by
such  customers or clients who play a role in the decisions of such customers or
clients  concerning  products or services of the type  provided by the Company),
financial  matters,  inventory  techniques  and  programs,  Company  records  of
accounts,  business  projections,  Company  contracts,  sales,  merchandising or
marketing  plans and  strategies,  pricing  information  and  formulas,  matters
contained in unpublished records and correspondence,  planned expansion programs
(including  areas of expansion  and  potential  customer  lists) and any and all
information concerning the business or affairs of the Company which is not known
by or generally  available  to the public.  All papers and records of every kind
relating to the Proprietary  Information,  including any such papers and records
which shall at any time come into the possession of the Executive,  shall be the
sole and  exclusive  property  of the Company  and shall be  surrendered  to the
Company upon  termination of the  Executive's  employment for any reason or upon
request by the Company at any time  either  during or after the  termination  of
such  employment.  All  information  relating  to or owned by  customers  of the
Company of which the Executive becomes aware or with which the Executive becomes
familiar  through the  Executive's  employment  with the  Company  shall be kept
confidential  and not disclosed to others or used by the  Executive  directly or
indirectly  except in the course of the  Company's  business.  It is agreed that
Proprietary  Information as herein  described shall be protected from disclosure
under the terms of this  Agreement,  to the  maximum  extent  permitted  by law,
whether or not entitled to protection as a trade secret.

                  (b)   Solicitation   Prohibition.   During   the   Executive's
employment  with  the  Company  and for a  period  of one  (1)  year  after  the
expiration or  termination of this  Agreement or of the  Executive's  employment
with the Company for any reason, the Executive shall not

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directly or indirectly, whether as an individual for the Executive's own account
or on behalf of any other  person, firm, corporation, partnership, joint venture
or  entity whatsoever,  solicit or endeavor to entice  away from the Company any
employee who is employed by the Company.   Additionally,  during the Executive's
employment with the Company or for a period of one (1) year after the expiration
or termination of this Agreement or of Executive's  employment  with the Company
for any reason,  the Executive  shall  not,  directly or indirectly  through any
other individual or entity, solicit the business of any customer of the Company,
or solicit,  entice,  persuade  or induce any individual or entity to terminate,
reduce or refrain from forming, renewing or extending its relationship,  whether
actual or prospective, with the Company.

                  (c) Disparagement Prohibition.  The Executive acknowledges and
agrees  that as a result  of his  position  with  the  Company,  disparaging  or
critical  statements  made by the Executive may be uniquely  detrimental  to the
Company's interests and well-being.  Therefore,  the Executive agrees to use his
best efforts to assist the Company in promoting and preserving the good will and
other business  interests of the Company.  To this end, the Executive  agrees to
refrain  at all times,  both  during the  Executive's  employment  and after the
termination thereof for any reason, from making disparaging  comments or remarks
about the Company or its officers, employees, or directors.

                  (d) Definition of "Company".  For the purposes of Paragraph 4,
the term  "Company"  shall mean the  Company  and any of its direct or  indirect
parent or subsidiary organizations.

         5. Covenant Not to Compete.  During the Executive's employment with the
Company and for a period of one year after the expiration or termination of this
Agreement or of the Executive's employment with the Company (the "Noncompetition
Period"), if such termination is as a result of the expiration of this Agreement
under  Paragraph  6(h), a  termination  for Good Reason by the  Executive  under
Paragraph  6(c), or a termination by the Company  without Cause under  Paragraph
6(d),  the  Executive  agrees  not to act as an owner or  operator,  officer  or
director, employee,  consultant or agent of any other person, firm, corporation,
partnership,  joint  venture or other entity which is engaged in the business of
building materials retailing in any state in which the Company is so engaged, or
has plans to be so  engaged  during the  Noncompetition  Period.  The  foregoing
provisions  shall not prohibit the Executive from investing in any securities of
any  corporation  whose  securities,  or any of them,  are  listed on a national
securities  exchange or traded in the  over-the-counter  market if the Executive
shall own less  than one  percent  1% of the  outstanding  voting  stock of such
corporation.  The  Executive  agrees  that a breach of the  covenants  contained
herein will result in irreparable and continuing damage to the Company for which
there will be no adequate  remedy at law, and in the event of any breach of such
agreement,  the  Company  shall be  entitled  to  injunctive  and such other and
further  relief,  as may be proper,  including  damages,  attorneys'  fees,  and
litigation costs.

         6.       Termination.

                  (a) Death or Disability. In the event of the Executive's death
or if the Executive  should become unable to perform the essential  functions of
the   position  of   _________________________,   with  or  without   reasonable
accommodation by the Company,

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this Agreement,  and  the  Company's  obligation to   make further  Base  Salary
payments  under the  Agreement,  shall  terminate,  and Executive shall  not  be
entitled to receive severance  benefits.  Executive shall be entitled to receive
any  Incentive  Compensation  which the  Executive  has earned, if any, prorated
to the date of the  termination of the Executive's employment by reason of death
or the date of termination,  due to disability,  of Executive's  performance  as
_________________________ under this Agreement. The Executive's  rights to other
compensation and benefits shall be determined under  the Company's benefit plans
and policies applicable to Executive then in effect.

                  (b)  Termination  for Cause by the Company.  By following  the
procedure  set  forth in  Paragraph  6(e) the  Company  shall  have the right to
terminate  this Agreement and the employment of the Executive for "Cause" in the
event Executive:

                           (i) has committed a significant  act of  dishonesty,
         deceit or breach of fiduciary duty in the performance of the 
         Executive's duties as an employee of the Company;

                           (ii) has neglected or failed to perform substantially
         the  duties  of  the  Executive's   employment  under  this  Agreement,
         including but not limited to an act of insubordination;

                           (iii) has  acted or  failed  to act in any other way
         that reflects materially and adversely upon the Company,  including but
         not limited to the  Executive's  conviction of, guilty plea, or plea of
         nolo contendere to (A) any felony,  or any misdemeanor  involving moral
         turpitude,  or (B) any  crime  or  offense  involving  dishonesty  with
         respect to the Company; or

                           (iv) has knowingly failed to comply with the 
         covenants contained in Paragraphs 4 or 5 of this Agreement.

                  If  the  employment  of the  Executive  is  terminated  by the
Company for Cause,  this Agreement and the Company's  obligation to make further
Base  Salary and  Incentive  Compensation  payments  hereunder  shall  thereupon
immediately  terminate,  and the  Executive  shall not be  entitled  to  receive
severance  benefits.  The Executive's  rights to other compensation and benefits
shall be determined under the Company's benefit plans and policies applicable to
the Executive then in effect.

                  (c) Termination for Good Reason by the Executive. By following
the procedure set forth in Paragraph 6(e), the Executive shall have the right to
terminate this  Agreement and the  Executive's  employment  with the Company for
"Good Reason" in the event:

                           (i) the Executive is not at all times a duly elected 
          ______________________ of the Company;

                           (ii) there is any material  reduction in the scope of
         the Executive's authority and responsibility (provided, however, in the
         event of any  illness  or injury

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         which  prevents  the Executive from performing the Executive's  duties,
         Good Reason shall not exist if the Company reassigns the Executive's   
         duties to one or more other employees  until  the Executive is able to 
         perform such duties);

                           (iii) there is a reduction  in the  Executive's  Base
         Salary below the minimum  amount  specified in Paragraph  3(a) above; a
         material  reduction in the Incentive  Compensation  opportunity  of the
         Executive,  if any, under Paragraph 3(b) above; or a material reduction
         in the other benefits to which  Executive is entitled  under  Paragraph
         3(c) above,  as compared to the benefits  available to Executive at the
         time of execution of this Agreement.

                           (iv) the Company  requires the Executive's  principal
         place of employment be relocated  fifty (50) miles from its location as
         of the date of this Agreement;

                           (v)  the  Company  otherwise  fails  to  perform  its
         material obligations under this Agreement.

         If the  employment  of the Executive is terminated by the Executive for
Good Reason, the Executive shall be entitled to the severance benefits set forth
in  Paragraph  6(f) below,  but the  Company's  obligation  to make further Base
Salary payments and incentive compensation payments shall cease on the effective
date of such  termination.  The  Executive's  rights to other  compensation  and
benefits  shall be  determined  under the  Company's  benefit plans and policies
applicable to the Executive then in effect.

                  (d)  Termination  Without  Cause or Without Good  Reason.  The
Company may terminate  this  Agreement and the  Executive's  employment  without
Cause at any time,  and in such event the  Executive  shall be  entitled  to the
severance  benefits  set  forth in  Paragraph  6(f)  below.  The  Executive  may
voluntarily terminate this Agreement and the Executive's employment without Good
Reason at any time, but in such event the Executive shall not be entitled to the
severance  benefits  set  forth  in  Paragraph  6(f)  below.  If  the  Executive
voluntarily  terminates  this Agreement and the Executive's  employment  without
Good Reason,  or if the Company  terminates  this Agreement and the  Executive's
employment  without  Cause,  then the Company's  obligation to make further Base
Salary payments and Incentive Compensation payments shall cease on the effective
date of such  termination.  The  Executive's  rights to other  compensation  and
benefits  shall be  determined  under the  Company's  benefit plans and policies
applicable to the Executive then in effect.

                  (e) Notice and Right to Cure. The party proposing to terminate
this Agreement and the employment of the Executive for Cause or Good Reason,  as
the case may be, under Paragraph 6(b) or 6(c) above shall give written notice to
the other,  specifying the reason therefor with particularity.  In the case of a
termination  pursuant to Paragraphs  6(b)(i),  (iii) or (iv),  or 6(c)(i),  such
termination shall be effective  immediately upon delivery of such notice. In the
case of any other proposed termination for Cause or Good Reason, as the case may
be, the notice shall be given with  sufficient  particularity  so that the other
party  will  have  an  opportunity  to  correct  any  curable  situation  to the
reasonable satisfaction of the party giving the notice within

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the period of time specified in the notice,  which shall not be less than thirty
(30) days. If such correction is not so made or the  circumstances or  situation
are not curable, the party giving such notice may, within thirty (30) days after
the  expiration of the time fixed to correct such situation, give written notice
to the other party  that the  employment  is  terminated  as of the date of that
writing.   Where the  Agreement and the Executive's employment are terminated by
the  Executive  without  Good  Reason  or  by  the  Company  without  Cause, the
termination  date shall be the date on which  notification  of termination shall
be mailed in accordance  with Paragraph 12 of this Agreement, unless a different
termination  date shall be designated  by the party giving notice or agreed upon
by the  Executive and the Company.

                  (f) Severance Benefits.  If this Agreement and the Executive's
employment with the Company are terminated by reason of the Executive's death or
disability, or by the Company with Cause or by the Executive without Good Reason
then the Executive  shall receive no severance  benefits.  If this Agreement and
the Executive's employment with the Company are terminated due to the expiration
of the Agreement,  by the Company  without  Cause,  or by the Executive for Good
Reason,  then the  Executive  shall be entitled to the  following  benefits (the
"Severance Benefits"):

                           (i) Base Salary. The Company shall continue to pay to
         the Executive the Executive's  Base Salary for a period of one (1) year
         after  the  date  the  Executive's   employment  with  the  Company  is
         terminated (the "Severance Period"), when and as such Base Salary would
         have been paid, and as if the Executive continued to be employed during
         such period and  regardless of the death or disability of the Executive
         after the date of termination.

                           (ii)  Incentive   Compensation.   In  the  event  the
         Compensation  Committee  of the  Board  of  Directors  determines  that
         Incentive  Compensation  is to  be  paid  in  the  year  in  which  the
         Executive's   employment  and  this  Agreement  are  terminated   under
         circumstances  in which  this  Agreement  provides  for the  payment of
         Severance   Benefits,   then  the  Executive  will  receive   Incentive
         Compensation  prorated for the time during which services were rendered
         in the year of termination,  to the extent provided by the Compensation
         Committee for the calculation of Incentive Compensation for that year.

                           (iii) Continuation of Benefits.  During the Severance
         Period,  the Company shall provide the Executive with medical,  dental,
         vision,   and  regular  and   supplemental   life  insurance   coverage
         substantially similar to the coverage which the Executive was receiving
         or entitled to receive immediately prior to the date of the termination
         of the  Executive's  employment.  In  addition,  during  the  Severance
         Period,  the Company  shall pay on behalf of the  Executive the cost of
         one annual physical  examination and the cost of the preparation of the
         Executive's federal, state and local tax returns in accordance with the
         terms set out in Exhibit A. The Company  shall provide such benefits to
         the  Executive  at Company  expense,  subject to the same  cost-sharing
         provisions,  if any,  applicable to the Executive  immediately prior to
         the  date  of  the  termination  of  employment.   Notwithstanding  the
         foregoing, the Executive shall not be entitled to receive such benefits
         to the  extent  that  the  Executive  obtains  other  employment  which
         provides comparable benefits during the Severance Period.

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                           (iv)  Outplacement  Benefits.  The  Company,  at  its
         expense,  will provide to the  Executive  outplacement  services,  at a
         maximum  cost of $30,000,  to be provided  by an  outplacement  service
         provider selected solely by the Company.

                           (v)  Termination  of  Benefits.  Notwithstanding  any
         other provision of this  Agreement,  in the event that the Executive at
         any time violates the provisions of Paragraph 4(a), 4(b), 4(c), or 5 of
         this Agreement, then the Company's obligations, if any, to provide base
         salary  continuation  and  other  severance  benefits  as  set  out  in
         Paragraph  6(f) of this  Agreement  shall cease,  and such payments and
         benefits shall immediately cease.

                  (g) Change of Control.  Subject to the Executive's  compliance
with the terms  and  conditions  of this  Agreement,  if during  the term of the
Agreement the Executive's  employment is terminated without Cause as a result of
a Change of Control (as defined  below) of the Company,  and if the Executive is
not offered a comparable  position by the  Company,  then the  Severance  Period
shall be extended to the second  anniversary  of the date of the  termination of
employment, and the Executive shall be entitled to receive continued payments of
Base  Salary  during the second  year of the  Severance  Period.  All  Severance
Benefits other than  continued  payments of Base Salary shall cease on the first
anniversary  of the  termination  of  employment  in the  event of a  Change  of
Control.  For  purposes of this  Paragraph  6(g),  a Change of 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) become 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 of Directors.  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  of 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 direct or indirect  subsidiary of the
         Company),  other than (A) a merger or consolidation  which

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

                  (h) Expiration of Term of Agreement.  At the expiration of the
term of this Agreement as defined in Paragraph 1 above, if the Agreement has not
been  previously  terminated  under  Paragraph  6(a),  (b),  (c) or (d) of  this
Agreement,  all duties and  obligations  of the  parties  under this  Agreement,
except those set out in Paragraphs 4, 5 and 6(f), when applicable, shall cease.

                           (i) Survival of Certain  Provisions.  Notwithstanding
         the expiration or termination of this  Agreement,  and the  Executive's
         employment  with the Company for any reason under this  Agreement,  the
         provisions of Paragraphs 4, 5 and 6(f), when applicable,  to the extent
         provided  therein,  survive any such  termination  and shall be binding
         upon the Executive and the Company in accordance with the provisions of
         Paragraphs 4, 5 and 6(f).

         7.  Arbitration.  Except as otherwise  provided in this Paragraph,  the
parties hereby agree that any dispute  arising under this Agreement or any claim
for breach or violation of any provision of this Agreement shall be submitted to
arbitration,  pursuant to the National  Rules for the  Resolution  of Employment
Disputes of the American Arbitration Association ("AAA"), to a single arbitrator
selected by mutual  agreement  of the parties or, if the parties do not mutually
agree on the  arbitrator,  in  accordance  with the rules of the AAA.  The award
determination  of the  arbitrator  shall be final and binding  upon the parties.
Either  party shall have the right to bring an action in any court of  competent
jurisdiction  to enforce this  Paragraph and to enforce any  arbitrator's  award
rendered  pursuant  to  this  Paragraph.   The  venue  for  all  proceedings  in
arbitration under this provision,  and for any judicial  proceedings  related to
the arbitration,  shall

<PAGE>9


be in Kansas City, Missouri.  Nothing in this Paragraph, however,  shall prevent
the Company from seeking  injunctive  relief to preserve its rights  under Para-
graph 4 or 5 of this Agreement.

         8. Business  Expenses.  The Company  shall  reimburse the Executive for
entertainment  and  travel  expenses  related  to  the  Company's   business  in
accordance  with the policies of the Company  applicable to the Executive on the
date of this  Agreement,  subject  to the right of the  Company  to  modify  its
general policies relating to expense reimbursement for employees.

         9. Severability. If any one or more of the provisions of this Agreement
shall be held invalid or  unenforceable,  the remaining  provisions shall remain
valid and enforceable to the maximum extent permitted by law.

         10. Entire  Agreement.  This  Agreement  contains a  statement  of all
agreements  and  understandings  between  the  Executive  and the Company on the
subject  matters  covered by the  Agreement,  and it replaces and supersedes all
prior contracts and agreements  between the Executive and the Company concerning
such matters.

         11. Binding  Effect.  This Agreement shall be binding upon and inure to
the benefit of the personal representatives,  heirs and assigns of the Executive
and to any successors in interest and assigns of the Company.

         12. Notices.  All notices  required or permitted to be given hereunder
shall be registered or certified  mail  addressed to the  respective  parties at
their addresses set forth below:


         To the Executive:        ____________________________
                                  ____________________________
                                  ____________________________
                                            
         To the Company:          Payless Cashways, Inc.
                                  Two Pershing Square
                                  2300 Main, P. 0. Box 419466
                                  Kansas City, MO 64141-0466
                                  Attn: Vice President - Human Resources

                                  Blackwell Sanders Peper Martin LLP
                                  Two Pershing Square
                                  2300 Main, Suite 1000
                                  Kansas City, MO 64108
                                  Attn:  Gary Gilson

or such other address as a party hereto may notify the other in writing.

         13.  Applicable Law. This Agreement,  or any portion thereof,  shall be
interpreted in accordance with the laws of the State of Missouri.

<PAGE>10


         14.  Assignment.  The rights and  obligations of the Company under this
Agreement shall inure to the benefit of and shall be binding upon the successors
and  assigns  of the  Company.  Executive  may not  assign  any of his rights or
delegate  any of his duties or  obligations  under this  Agreement  without  the
Company's express written consent.

         15. Non-Waiver Provision. The failure of either party of this Agreement
to insist upon strict  adherence to any term of this Agreement,  or to object to
any  failure  to comply  with any  provision  of this  Agreement,  shall not (a)
constitute  or operate as a waiver of that  terms or  provision,  (b) estop that
party from  enforcing  that term or  provision,  or (c) preclude that party from
enforcing that term or provision or any other term or provision.  The receipt of
a party to this Agreement of any benefit from this Agreement  shall not effect a
waiver or estoppel of the right of that party to enforce any  provision  of this
Agreement.

         16.  Golden  Parachute  Savings  Provision.  If, in the absence of this
provision,  any amount  received or to be received by the Executive  pursuant to
this Agreement would be subject to the "Excise Tax" imposed on "excess parachute
payments"  by  Section  4999  of  the  Internal  Revenue  Code  of  1986  or any
corresponding  provision of any later Federal tax law, the Company shall, in its
reasonable  discretion,  reduce the amounts  payable to the largest  amount that
will result in elimination of any Excise Tax liability.

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first written above.


[INDIVIDUAL]                      PAYLESS CASHWAYS, INC.



                                  By:___________________________
                                  Name: ________________________
                                  Title: _______________________


<PAGE>11


                            Schedule for Exhibit 10.4

         The following executive officers of Payless Cashways, Inc. have entered
into an Amended and Restated Employment  Agreement with Payless Cashways,  Inc.,
dated as of December 1, 1998, in substantially the form hereto:

<TABLE>

<CAPTION>                                                                                           Annual Incentive Target
                                                                              Base          Percentage of Base
Name                          Title                                           Salary            Compensation
----                          -----                                           ------            ------------
<S>                           <C>                                            <C>                     <C>
Millard E. Barron             President and Chief Executive Officer          $450,000                75%
Stanley K. Boyd               Senior Vice President - Store Operations       $275,000                50%
Richard G. Luse               Senior Vice President - Finance, Chief         $225,000                50%
                              Financial Officer
Kelly R. Abney                Vice President - Logistics, Replenishment      $207,000                50%
                              and Facilities
James L. Deats                Vice President - Information Systems           $175,000                50%
Shawn J. Hepinstall           Vice President - Merchandising                 $160,000                50%
Louise R. Iennaccaro          Vice President - Human Resources               $135,000                40%
David J. Krumbholz            Vice President - Professional Business         $212,000                50%
Timothy R. Mertz              Vice President - Treasury                      $160,000                40%

</TABLE>