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            AMENDMENT NO. 1 TO EXECUTIVE CHANGE-IN-CONTROL AGREEMENT

     THIS  AGREEMENT,  made and  entered  into as of August  20,  1997,  between
Payless Cashways,  Inc., an Iowa corporation (the "Company"),  and E.J. Holland,
Jr. (the "Executive").

         WHEREAS,  the Company and the Executive  have entered into an executive
change-in-control   agreement  dated  June  26,  1997  (the   "Change-in-Control
Agreement");

         NOW,  THEREFORE,  in consideration of these premises and other good and
valuable consideration, the parties agree as follows:

1.  Term.  Section 1 of the  Change-in-Control  Agreement  is hereby  amended by
deleting the language in Section 1 beginning  "provided,  however,"  through the
end of Section 1.

2.       Severance Benefits.

         (a)  Section   4(d),   subparagraphs   2(i)  and  (ii)  and  3  of  the
Change-in-Control  Agreement  are  hereby  deleted  in  their  entirety  and the
following is substituted in lieu thereof:

         (i)      one year's  annual Base Salary.  For purposes of this section,
                  "Base  Salary"  shall  mean the  salary  in effect on July 21,
                  1997.

         (3)      the   Corporation   will   arrange  to  provide  you,  at  the
                  Corporation's  expense,  with benefits under the Corporation's
                  Hospital/Medical Plan, and all group Life Insurance Plans, and
                  any  other   Welfare   Plans  then   existing,   or   benefits
                  substantially  similar  to the  benefits  you  were  receiving
                  immediately prior to the Notice of Termination under the named
                  plans,  for a period of one year,  such benefits  specifically
                  being in addition to any and all rights you may have under the
                  plan and under the Consolidated Omnibus Budget  Reconciliation
                  Act of 1985 (COBRA);  but benefits otherwise receivable by you
                  pursuant to this Subsection (3) shall be reduced to the extent
                  comparable  benefits  are  actually  received  by  you  from a
                  subsequent  employer  during the such  period  following  your
                  termination,  and any such benefits  actually  received by you
                  shall be reported to the Corporation.

         (b) A new  Section  13 is  hereby  inserted  in  the  Change-in-Control
Agreement as follows:

         "(a)  Participation in Retention Plan. The Executive shall  participate
         in the key employee  retention plan adopted by the Company as of August
         20, 1997,  subject to the terms and conditions of such plan;  provided,
         however, that if the Executive is entitled to receive a retention bonus
         for a fiscal  year,  the  Executive  shall be  entitled  to receive any
         unpaid portion of the bonus regardless of any termination of employment
         by the Company  without Cause or by the Executive for Good Reason prior
         to the date the unpaid  portion of the bonus would be payable under the
         retention plan.

         (b) Retention Payments Excluded From Severance.  Any retention payments
         paid  pursuant  to  Section  13(a)  above  shall be  excluded  from the
         calculation of severance payments provided under other Sections of this
         Agreement.

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         (c) Lump Sum  Payment.  Notwithstanding  any  other  provision  of this
         Agreement,  any  Base  Salary,  Incentive  Compensation,  or  Retention
         Payment payable to the Executive upon  termination of employment  shall
         be paid in a lump sum within  fifteen (15) days of the  termination  of
         employment."

3.   Waiver  of  Claims.   A  new   Section  14  is  hereby   inserted   in  the
Change-in-Control Agreement as follows:

         "Waiver of Claims. The Executive shall execute a waiver of claims under
         the Change-in- Control Agreement,  as the  Change-in-Control  Agreement
         existed prior to this  Amendment  No.1, in the form attached  hereto as
         Exhibit A."

         IN WITNESS  WHEREOF,  the parties have executed this Amendment No. 1 to
Change-in-Control Agreement as of the day and year written above.

PAYLESS CASHWAYS, INC.                           EXECUTIVE

     /s/ David Stanley                             /s/ E.J. Holland, Jr.
By:------------------------------------          -------------------------------
   Chairman and Chief Executive Officer          E.J. Holland, Jr.

Approval by the Compensation  Committee of the Board of Directors of the Company
is hereby confirmed.


 /s/ John H. Weitnauer, Jr.
------------------------------


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                                WAIVER OF CLAIMS

          THIS WAIVER OF CLAIMS ("Waiver") is made and entered into as of August
20, 1997,  between Payless Cashways,  Inc., an Iowa corporation (the "Company"),
and E.J. Holland, Jr. (the "Executive").

          WHEREAS,  the Company and the Executive have entered into an executive
change-in-control   agreement  dated  June  26,  1997  (the   "Change-in-Control
Agreement");

          WHEREAS,   the   Company   and  the   Executive   have   amended   the
Change-in-Control    Agreement   by   entering   into   Amendment   No.   1   to
Change-in-Control Agreement dated as of August 20, 1997 ("Amendment No. 1");

          WHEREAS,  one of the terms and  conditions  of Amendment No. 1 is that
the Company and the Executive enter into this Waiver.

         NOW, THEREFORE, in consideration of these premises and in consideration
of the Company and the Executive  entering into  Amendment No. 1, and other good
and valuable consideration, the parties agree as follows:

         1. The  Executive,  and  anyone  claiming  through  or on behalf of the
Executive,  waives  any and all claims  the  Executive  may have or may have had
against the Company and the Company's affiliates,  their successors and assigns,
and the Company's past and present employees, officers, directors and agents, or
any  of  them,  under  the  Change-in-Control   Agreement,  to  the  extent  the
Change-in-Control Agreement is inconsistent with the terms of Amendment No. 1.

         2.  Nothing  under this  Agreement  is intended to waive,  terminate or
otherwise  affect the  Executive's  eligibility  for or receipt of any rights or
benefits the Executive may have under the  Change-in-Control  Agreement,  to the
extent not inconsistent with terms of Amendment No. 1.

         3. The Executive expressly  acknowledges that he was advised to consult
with his attorney before signing this Waiver and that he has had the opportunity
to be advised by independent legal counsel before signing. The Executive further
acknowledges that he has completely read and understands every provision of this
Waiver and of Amendment No. 1, and that he has executed this Waiver  voluntarily
and of his own free will.

         4. This Waiver shall be interpreted  and enforced under the laws of the
State of Missouri.



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

PAYLESS CASHWAYS, INC.                            EXECUTIVE

    /s/ David Stanley                               /s/ E.J. Holland, Jr.
By:------------------------------------           ------------------------------
   Chairman and Chief Executive Officer           E.J. Holland, Jr.

Approval by the Compensation  Committee of the Board of Directors of the Company
is hereby confirmed.


 /s/ John H. Weitnauer, Jr.
------------------------------