STORE SUPPORT CENTER MANAGEMENT
                                   BONUS PLAN


                                TABLE OF CONTENTS


         TOPIC                                                              PAGE

         Plan Objectives.......................................................1

         Plan Features
                  Eligibility Requirements.....................................2
                  Target Bonus Award...........................................2

         Award Determination & Schedule........................................3

         Sample Payout Calculation.............................................3

         Plan Administration
                  Plan Procedures..............................................4
                  Bonus Payment Distribution...................................6















<PAGE>1


                         STORE SUPPORT CENTER MANAGEMENT
                                   BONUS PLAN


PLAN OBJECTIVES

Compensation  is a  critical  factor in  attracting,  retaining  and  motivating
management  personnel.  Variable  compensation is a vital component of the total
compensation  package.  The  philosophy  of a  bonus  plan  combined  with  base
compensation  creates an effective total compensation  program that is essential
to the overall long-term success of our Company.

The plan objectives are to:

-             Recognize and reward performance for the achievement of a critical
              performance  objective,  the  Company's  achievement  of  Earnings
              Before Interest,  Taxes, Depreciation & Amortization (EBITDA) at a
              specified level.


-             Provide a competitive total compensation package.


-             Promote a sense of team effort in which all  management  personnel
              share in the rewards of superior performance.















This  plan is  established  as of the  first  day of the  fiscal  year of  2000,
November 28, 1999, and continues each fiscal year unless modified by appropriate
company action.

Payless  Cashways,  Inc.  reserves  the  right to amend or  terminate  the plan.
Administration  of the Store Support Center  Management Bonus Plan will be under
the  direction of the Vice  President - Human  Resources.  The Vice  President -
Human  Resources,  will  resolve  questions  that  may  arise  relating  to  the
interpretation or administration of the plan.


<PAGE>2



                         STORE SUPPORT CENTER MANAGEMENT
                                   BONUS PLAN


ELIGIBILITY REQUIREMENTS

To be eligible for  participation  in the Store Support Center  Management Bonus
Plan, you must be a regular,  full-time  associate,  grade 508 or above. You may
also  participate  in the  plan  if  you  are a  regular,  full  time  associate
performing the duties of Field Auditor. In addition, you must:

-        be employed by the Company through the end of the fiscal year,

-        have  acceptable  overall   performance  and  not  engage  in  any
         behavior, which would be grounds for termination during the entire
         fiscal  year  and  the  period  up to  distribution  of the  bonus
         payment.

Associates  begin  participation  in the plan on their date of hire or promotion
into an eligible position.


TARGET BONUS AWARD

The  target  bonus  percentage   multiplied  by  the  associate's   actual  base
compensation  earned  during the fiscal year reflects the  participant's  target
bonus award. The target  percentage for Store Support Center Management is shown
below:

                                                          Annual Bonus Target
                           Salary Grade                   % of Base Compensation
                           ------------                   ----------------------

                                 508                                       10.0%
                                 509                                       12.0%
                                 510                                       14.0%
                                 511                                       16.0%
                                 512                                       20.0%
                                 513                                       40.0%
                                 514                                       40.0%
                                 515                                       50.0%
                                 516                                       50.0%
                                 517                                       50.0%
                                 518                                       75.0%

                  * Also applies to Field Auditors.

The target bonus award will remain  unchanged for the balance of the fiscal year
unless  those  conditions  outlined  in the Plan  Procedures  occur.  (See  Plan
Procedures beginning on page 4). Actual base compensation paid during the fiscal
year will be used in calculating earned awards.


<PAGE>3



                         STORE SUPPORT CENTER MANAGEMENT
                                   BONUS PLAN


AWARD DETERMINATION & SCHEDULE

The bonus award will be earned based upon the Company's achievement of EBITDA at
a specified level. Shown below is the award schedule.

                           % of Budgeted                        Earned
                                EBITDA                          EBITDA
                                Attained                       Award Percent
                                --------                       -------------
                                   90%                              50%
                                   91%                              55%
                                   92%                              60%
                                   93%                              65%
                                   94%                              70%
                                   95%                              75%
                                   96%                              80%
                                   97%                              85%
                                   98%                              90%
                                   99%                              95%
                                  100%                             100%


*For the CEO,  grade 518, the schedule will continue in similar  increments  for
  performance above 100% with no cap.


SAMPLE PAYOUT CALCULATION

Actual Base           x          Target Bonus     x       Earned EBITDA= Bonus
Compensation                     Percent                  Award Percent  Payment



<PAGE>4


                         STORE SUPPORT CENTER MANAGEMENT
                                   BONUS PLAN

PLAN PROCEDURES

Prorated awards shall occur in accordance with the following guidelines.

1.       New Hire.

         An  associate  hired into an eligible  position  will be eligible for a
         bonus on  his/her  date of hire.  Earned  awards  are based on the plan
         formula  and  the  actual  base  compensation  earned  in the  eligible
         position during the fiscal year.

2.       Promoted Into Eligible Position.

         An associate  promoted into an eligible position will be eligible for a
         bonus on the date of his/her  new job.  Earned  awards are based on the
         plan  formula and the actual base  compensation  earned in the eligible
         position during the fiscal year.

3.       Promoted From One Eligible Position to Another Eligible Position.

         If an  associate  is promoted  into a  position,  which has a different
         formula for determining the target bonus,  then the old formula will be
         calculated  on the  actual  base  compensation  earned  in  the  former
         position.  Likewise,  the new formula will be  calculated on the actual
         base compensation earned in the new position.

4.       Reclassification.

         If an associate's  current  position is reclassified  and assigned to a
         new grade in the Payless Cashways' job classification program, then the
         target  bonus  percentage  will  be  adjusted.   This  would  occur  in
         accordance  with the procedures  for a promotion,  if the associate has
         been  assigned to a higher  grade or for a  demotion,  if assigned to a
         lower grade.

5.       Transfer.

         Associates  who  transfer  between  locations  will be  eligible  for a
         prorated  bonus  based on the actual base  compensation  earned at each
         location  during the fiscal  year and the fiscal  year end  performance
         against budget for each location.

6.       Demotion.

         If an  associate  is  demoted  into a  position  which has a  different
         formula  for  determining  the target  bonus  percentage,  then the old
         formula will be  calculated on the actual base  compensation  earned in
         the former position.  Subsequently,  the new formula will be calculated
         on the actual base compensation earned in the new position.


<PAGE>5



                         STORE SUPPORT CENTER MANAGEMENT
                                   BONUS PLAN

PLAN PROCEDURES (Cont'd.)

         An  eligible  associate  who is  demoted  to a  position  which  is not
         eligible for  participation  in the plan will receive a prorated  award
         based on the plan  formula and the actual base  compensation  earned in
         the eligible position during the fiscal year.


7.       Interrupted Service.

         If an associate's  service is interrupted during the fiscal year, for a
         period  in  excess  of 90 days,  due to short or long  term  disability
         and/or other approved leaves of absence,  then he/she shall receive, if
         earned,  a prorated bonus payment.  This payment will be prorated based
         on the plan formula and the actual base compensation  earned during the
         fiscal year plus first 90 days of leave.


The following guidelines apply in cases of an associate's separation:

1.       Involuntary Termination.

         An associate in the plan who, during the fiscal year, is  involuntarily
         terminated for such reasons as facility  closing or reduction in force,
         shall be ineligible for any bonus payments for the current fiscal year.

         An  associate  in the plan who, at any time prior to  distribution,  is
         involuntarily   terminated  for  performance   deficiencies   shall  be
         ineligible for any bonus payments.

2.       Termination for Violation of Company Policy.

         An  associate  in the plan who, at any time prior to  distribution,  is
         involuntarily  terminated or resigns in lieu of involuntary termination
         for  violation  of Company  policy  shall be  ineligible  for any bonus
         payments.

3.       Voluntary Termination.

         An associate in the plan who  terminates  voluntarily  after the end of
         the  fiscal  year shall be  eligible  for a bonus  payment,  if earned.
         However,  if the associate  terminates  during the fiscal year,  he/she
         shall be ineligible for any bonus payments for the current fiscal year.



<PAGE>6





                         STORE SUPPORT CENTER MANAGEMENT
                                   BONUS PLAN


BONUS PAYMENT DISTRIBUTION

Distribution of earned bonus payments shall be made by February 15 following the
end of the fiscal year.

Bonus  payments  are issued by check and are  subject to  applicable  government
withholding taxes. Participant elected benefit deductions,  such as MoneyBuilder
will be taken from the payment.

Bonus Payment Discrepancies

Errors in the  calculation of an  associate's  bonus payment must be reported to
the Compensation  Department  within 30 days of receipt.  All corrected  amounts
will be added to the associate's next regularly scheduled paycheck.