<PAGE>

                                                                 EXHIBIT 10.23




                        CAMERON ASHLEY BUILDING PRODUCTS, INC.
                              1996 STOCK INCENTIVE PLAN

<PAGE>

                        CAMERON ASHLEY BUILDING PRODUCTS, INC.
                              1996 STOCK INCENTIVE PLAN

                                  TABLE OF CONTENTS


Section 1 -- Definitions................................................   1
    1.1  Definitions                                                       1
Section 2 -- The Stock Incentive Plan...................................   3
    2.1  Purpose of the Plan                                               3
    2.2  Stock Subject to the Plan                                         4
    2.3  Administration of the Plan                                        4
    2.4  Eligibility and Limits                                            4
Section 3 -- Terms of Stock Incentives..................................   4
    3.1  Terms and Conditions of All Stock Incentives                      4
    3.2  Terms and Conditions of Option                                    5
    3.3  Terms and Conditions of Stock Appreciation Rights                 7
    3.4  Terms and Conditions of Stock Awards                              7
    3.5  Terms and Conditions of Dividend Equivalent Rights                7
    3.6  Terms and Conditions of Performance Unit Awards                   8
    3.7  Terms and Conditions of Phantom Shares                            8
    3.8  Treatment of Awards Upon Termination of Employment                9
Section 4 -- Restrictions on Stock......................................   9
    4.1  Escrow of Shares                                                  9
    4.2  Forfeiture of Shares                                              9
    4.3  Restrictions on Transfer                                          9
Section 5 -- General Provisions.........................................   9
    5.1  Withholding                                                       9
    5.2  Changes in Capitalization; Merger; Liquidation                   10
    5.3  Cash Awards                                                      11
    5.4  Compliance with Code                                             11
    5.5  Right to Terminate Employment or Directorship                    11
    5.6  Non-alienation of Benefits                                       11
    5.7  Restrictions on Delivery and Sale of Shares; Legends             11
    5.8  Termination and Amendment of the Plan                            11
    5.9  Stockholder Approval                                             11
    5.10 Choice of Law                                                    12
    5.11 Effective Date of Plan                                           12


<PAGE>

                        CAMERON ASHLEY BUILDING PRODUCTS, INC.
                              1996 STOCK INCENTIVE PLAN


                                SECTION 1  DEFINITIONS

    1.1  DEFINITIONS.  Whenever used herein, the masculine pronoun shall be
deemed to include the feminine, and the singular to include the plural, unless
the context clearly indicates otherwise, and the following capitalized words and
phrases are used herein with the meaning thereafter ascribed:

         (a)  "BOARD OF DIRECTORS" means the board of directors of the Company.

         (b)  "CAUSE" has the same meaning as provided in any employment
agreement between the Participant and the Company on the date of Termination of
Employment, or if no such definition or employment agreement exists, "Cause"
means conduct amounting to (1) fraud or dishonesty against the Company,
(2) Participant's willful misconduct, repeated refusal to follow the reasonable
directions of the Board of Directors, or knowing violation of law in the course
of performance of the duties of Participant's employment with the Company,
(3) repeated absences from work without a reasonable excuse, (4) repeated
intoxication with alcohol or drugs while on the Company's premises during
regular business hours, (5) a conviction or plea of guilty or NOLO CONTENDERE to
a felony or a crime involving dishonesty, or (6) a breach or violation of the
terms of any employment or other agreement to which Participant and the Company
are party.

         (c)  "CHANGE OF CONTROL" means the first to occur of the following
events:

              (i) any person (as defined in Section 3(a)(9) of the Exchange Act
and as used in Sections 13(d) and 14(d) thereof), excluding the Company, any
Subsidiary and any employee benefit plan sponsored or maintained by the Company
or any Subsidiary (including any trustee of such plan acting as trustee
thereof), but including a 'group' as defined in Section 13(d)(3) of the Exchange
Act (a "Person"), becomes the beneficial owner of shares of the Company having
at least thirty percent (30 %) of the total number of votes that may be cast for
the election of directors of the Company (the "Voting Shares"), or, if greater,
that percentage of Voting Shares owned by CGW Southeast Partners I, L.P. (such
30% or greater percentage hereinafter referred to as the "Voting Share
Percentage"); provided that no Change of Control will occur as a result of an
acquisition of stock by CGW Southeast Partners I, L.P. or the Company which
increases, proportionately, the stock representing the voting power of the
Company owned by such person or group above the Voting Share Percentage, and
provided further that if such person or group acquires stock representing more
than the Voting Share Percentage by reason of share purchases by the Company,
and after such share purchases by the Company acquires any additional shares
representing voting power of the Company, then a Change of Control shall occur;

              (ii) the shareholders of the Company shall approve any merger or
other business combination of the Company, sale of the Company's assets or
combination of the foregoing transactions (a "Transaction") other than a
Transaction involving only the Company, one or more of its Subsidiaries, or CGW
Southeast Partners I, L.P. or any of its affiliates, or a Transaction
immediately following which the shareholders of the Company immediately prior to
the Transaction continue to have a majority of the voting power in the resulting
entity excluding for this purpose any shareholder owning directly or indirectly
more than ten percent (10%) of the shares of the other company involved in the
merger; or

              (iii)     within any 24-month period beginning on or after the 
Effective Date, the persons who were directors of the Company immediately 
before the beginning of such period (the "Incumbent Directors") shall cease 
(for any reason other than death) to constitute at least a majority of the 
Board of Directors or the board of directors of any successor to the Company, 
provided that any director who was not a director as of the Effective Date 
shall be deemed to be an Incumbent Director if such director was elected to the 
Board of Directors by, or on the recommendation of or with the approval of, at 
least two-thirds of the directors who then qualified as Incumbent Directors 
either actually or by prior operation of this clause (iii); and provided 
further that any director elected to the Board of Directors to avoid or settle 
a threatened or actual proxy contest shall in no event be deemed to be an 
Incumbent Director.

<PAGE>

    Notwithstanding the foregoing, any distribution or transfer of shares of
the Company by CGW Southeast Partners I, L.P., to its partners or its affiliates
shall in no event be a Change in Control.

         (d)  "CODE" means the Internal Revenue Code of 1986, as amended.

         (e)  "COMMITTEE" means the committee appointed by the Board of
Directors to administer the Plan.  The Committee shall consist of at least two
members of the Board of Directors each of whom shall be both a "non-employee
director," as defined in Rule 16b-3 as promulgated under the Exchange Act and an
"outside director" within the meaning of Code Section 162(m).

         (f)  "COMPANY" means Cameron Ashley Building Products, Inc., a Georgia
corporation.

         (g)  "COVERED EMPLOYEE" shall have the meaning set forth in Code
Section 162(m)(3).

         (h)  "DISABILITY" has the same meaning as provided in the employment
agreement between the Participant and the Company on the date the Participant
ceases active work due to a disability, or if no such definition or employment
agreement exists, Disability means (1) the inability of Participant to perform
the duties of Participant's employment due to physical or emotional incapacity
or illness, where such inability is expected to be of long-continued and
indefinite duration or (2) Participant shall be entitled to (i) disability
retirement benefits under the federal Social Security Act or (ii) recover
benefits under any long-term disability plan or policy maintained by the Company
(or its Parent or Subsidiaries).  In the event of a dispute, the determination
of Disability shall be made by the Board of Directors and shall be supported by
advice of a physician competent in the area to which such Disability relates.

         (i)  "DISPOSITION" means conveyance, sale, transfer, assignment,
pledge or hypothecation, whether outright or as security, inter vivos or
testamentary, with or without consideration, voluntary or involuntary.

         (j)  "DIVIDEND EQUIVALENT RIGHTS" means certain rights to receive cash
payments as described in Plan Section 3.5.

         (k)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time.

         (l)  "EXERCISE PRICE" means the price per share of Stock purchasable
under any Option.

         (m)  "FAIR MARKET VALUE" with regard to a date means the closing price
at which Stock shall have been sold on the last trading date prior to that date
as reported by the National Association of Securities Dealers Automated
Quotation System (or, if applicable, as reported by a national securities
exchange selected by the Committee on which the shares of Stock are then
actively traded) and published in The Wall Street Journal; provided that, for
purposes of granting awards other than Incentive Stock Options, Fair Market
Value of the shares of Stock may be determined by the Committee by reference to
the average market value determined over a period certain or as of specified
dates, to a tender offer price for the shares of Stock (if settlement of an
award is triggered by such an event) or to any other reasonable measure of fair
market value.

         (n)  "OPTION" means a non-qualified stock option or an incentive stock
option.

         (o)  "OVER 10% OWNER" means an individual who at the time an Incentive
Stock Option is granted owns Stock possessing more than 10% of the total
combined voting power of the Company or one of its Parents or Subsidiaries,
determined by applying the attribution rules of Code Section 424(d).

         (p)  "PARENT" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if (with respect to
Incentive Stock Options, at the time of granting of the Option), each of the
corporations other than the Company owns stock possessing 50 % or more of the
total

                                     -2-

<PAGE>

combined voting power of all classes of stock in one of the other corporations
in the chain.

         (q)  "PARTICIPANT" means individual who receives a Stock Incentive
hereunder.

         (r)  "PERFORMANCE UNIT AWARD" refers to a performance unit award
described in Plan Section 3.6.

         (s)  "PHANTOM SHARE" refers to the rights described in Plan Section
3.7.

         (t)  "PLAN" means the Cameron Ashley Building Products, Inc. Stock
Incentive Plan.

         (u)  "STOCK" means the Company's common stock, no par value.

         (v)  "STOCK APPRECIATION RIGHT" means a stock appreciation right
described in Plan Section 3.3.

         (w)  "STOCK AWARD" means a stock award described in Plan Section 3.4.

         (x)  "STOCK INCENTIVE AGREEMENT" means an agreement between the
Company and a Participant or other documentation evidencing an award of a Stock
Incentive.

         (y)  "STOCK INCENTIVE PROGRAM" means a written program established by
the Committee, pursuant to which Stock Incentives are awarded under the Plan
under uniform terms, conditions and restrictions set forth in such written
program.

         (z)  "STOCK INCENTIVES" means, collectively, Dividend Equivalent
Rights, Options, Performance Unit Awards, Phantom Shares, Stock Appreciation
Rights and Stock Awards.

         (aa) "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, with respect to
incentive stock options, at the time of the granting of the Option, each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.

         (bb) "TERMINATION OF EMPLOYMENT" means the termination of the
employee-employer relationship between a Participant and the Company (and its
Parent and Subsidiaries), regardless of whether severance or similar payments
are made to the Participant, for any reason, including, but not by way of
limitation, a termination by resignation, discharge, death, Disability or
retirement.  The Committee shall, in its absolute discretion, determine the
effect of all matters and questions relating to a Termination of Employment,
including, but not by way of limitation, the question of whether a leave of
absence constitutes a Termination of Employment, or whether a Termination of
Employment is for Cause.


                         SECTION 2  THE STOCK INCENTIVE PLAN

    2.1  PURPOSE OF THE PLAN.  The Plan is intended to (a) provide incentive to
directors, officers and key employees of the Company (and its Parent and
Subsidiaries), to stimulate their efforts toward the continued success of the
Company (and its Parent and Subsidiaries) and to operate and manage the business
in a manner that will provide for the long-term growth and profitability of the
Company (and its Parent and Subsidiaries); (b) encourage stock ownership by
directors, officers and employees by providing them with a means to acquire a
proprietary interest in the Company, acquire shares of Stock, or to receive
compensation which is based upon appreciation in the value of Stock; and
(c) provide a means of obtaining, rewarding and retaining key personnel.

                                     -3-
<PAGE>

    2.2  STOCK SUBJECT TO THE PLAN.  Subject to adjustment in accordance with 
Section 5.2, 1,500,000 shares of Stock (the "Maximum Plan Shares") are hereby 
reserved exclusively for issuance pursuant to Stock Incentives.  The shares 
of Stock attributable to the nonvested, unpaid, unexercised, unconverted or 
otherwise unsettled portion of any Stock Incentive that is forfeited or 
canceled or expires or terminates for any reason without becoming vested, 
paid, exercised, converted or otherwise settled in full shall again be 
available for purposes of the Plan.

    2.3  ADMINISTRATION OF THE PLAN.  The Plan shall be administered by the
Committee, which shall be comprised of at least two members of the Board of
Directors, each of whom shall be both a "non-employee director", as defined in
Rule 16b-3 as promulgated under the Exchange Act, and an "outside director"
within the meaning of Code Section 162(m).  The Committee shall have full
authority in its discretion to determine the directors, officers and key
employees of the Company (or its Parent or Subsidiaries) to whom Stock
Incentives shall be granted and the terms and provisions of Stock Incentives,
subject to the Plan.  Subject to the provisions of the Plan, the Committee shall
have full and conclusive authority to interpret the Plan; to prescribe, amend
and rescind rules and regulations relating to the Plan; to determine the terms
and provisions of the respective Stock Incentive Agreements or Stock Incentive
Programs and to make all other determinations necessary or advisable for the
proper administration of the Plan.  The Committee's determinations under the
Plan need not be uniform and may be made by it selectively among persons who
receive, or are eligible to receive, awards under the Plan (whether or not such
persons are similarly situated).  The Committee's decisions shall be final and
binding on all Participants.  To the extent permitted by Code Section 162(m),
the Committee may delegate to any member of the Board of Directors or officer of
the Company the administrative authority to (a) interpret the provisions of the
Plan, any Stock Incentive Agreement or any Stock Incentive Program; and (b)
determine the treatment of Stock Incentives upon a Termination of Employment, as
contemplated in Plan Section 3.8.

    2.4  ELIGIBILITY AND LIMITS.  Stock Incentives may be granted only to
directors, officers and key employees of the Company (or its Parent or
Subsidiary),but an Incentive Stock Option may not be granted to a non-employee
director.  In the case of incentive stock options, the aggregate Fair Market
Value (determined as at the date an incentive stock option is granted) of stock
with respect to which stock options intended to meet the requirements of Code
Section 422 become exercisable for the first time by an individual during any
calendar year under all plans of the Company (and its Parent or Subsidiary)
shall not exceed $100,000; provided further, that if the limitation is exceeded,
the incentive stock option(s) which cause the limitation to be exceeded shall be
treated as non-qualified stock option(s).  The maximum number of shares of stock
subject to an Option or Stock Appreciation Right that can be granted to a
"Covered Employee" (as defined in Code Section 162(m)(3)) during a calendar year
is 200,000.  The maximum fair market value of any Stock Incentive (other than
Options and Stock Appreciation Rights) that may be received by a Covered
Employee (less any consideration paid by the Covered Employee for such Stock
Incentive) during any one calendar year is $100,000.


                         SECTION 3  TERMS OF STOCK INCENTIVES

    3.1  TERMS AND CONDITIONS OF ALL STOCK INCENTIVES.

         (a)  The number of shares of Stock as to which a Stock Incentive shall
be granted shall be determined by the Committee in its sole discretion, subject
to the provisions of Section 2.2 as to the total number of shares available for
grants under the Plan and subject to the limitations of Section 2.4.

         (b)  Each Stock Incentive shall either be evidenced by a Stock
Incentive Agreement in such form and containing such terms, conditions and
restrictions as the Committee may determine to be appropriate, or, except for
Options or Stock Appreciation Rights, be made subject to the terms of a Stock
Incentive Program, containing such terms, conditions and restrictions as the
Committee may determine to be appropriate.  Each Stock Incentive Agreement or
Stock Incentive Program shall be subject to the terms of the 


                                     -4-

<PAGE>


Plan and any provisions contained in the Stock Incentive Agreement or Stock
Incentive Program that are inconsistent with the Plan shall be null and void.

         (c)  The date a Stock Incentive is granted shall be the date on which
the Committee has approved the terms and conditions of the Stock Incentive and
has determined the recipient of the Stock Incentive and the number of shares
covered by the Stock Incentive and has taken all such other action necessary to
complete the grant of the Stock Incentive.

         (d)  Notwithstanding any vesting provisions established pursuant to
Section 3.2, 3.3, 3.4, 3.5, 3.6 or 3.7 of the Plan, upon a Change in Control
(1) any unexpired Option may be exercised whether or not vested, (2) any Stock
Appreciation Right may become payable whether or not vested as to the full
number of shares of Stock covered by the Option or Stock Appreciation Right
without regard to the date of grant of the Option or Stock Appreciation Right,
(3) any Restricted Stock Award which has not been previously forfeited shall be
fully vested, (4) that any outstanding Dividend Equivalent Rights shall become
payable as to the full number of shares of Stock covered by the Dividend
Equivalent Right, (5) any outstanding Performance Unit Awards become payable as
to the full number of units subject to the Performance Unit Award, and (6) any
Phantom Shares shall become fully payable as to the full number of Phantom
Shares.

         (e)  Any Stock Incentive may be granted in connection with all or any
portion of a previously or contemporaneously granted Stock Incentive.  Exercise
or vesting of a Stock Incentive granted in connection with another Stock
Incentive may result in a pro rata surrender or cancellation of any related
Stock Incentive, as specified in the applicable Stock Incentive Agreement or
Stock Incentive Program.

         (f)  Stock Incentives shall not be transferable or assignable except
by will or by the laws of descent and distribution.  Stock Incentives shall be
exercisable, during the Participant's lifetime, only by the Participant; or in
the event of the Disability of the Participant, by the legal representative of
the Participant; or in the event of the death of the Participant, by the legal
representatives of the Participant's estate or if no legal representative has
been appointed, by the successor in interest determined under the Participant's
will.

         (g)  The Committee may determine that any Stock Incentive granted
pursuant to this Plan to a Participant (including, but not limited to,
Participants who are Covered Employees) shall be determined solely on the basis
of (a) the achievement by the Company or a Subsidiary of the Company of a
specified target earnings per share, return on equity or net income, (b) the
Company's or Subsidiary's stock price, (c) the achievement by a business unit of
the Company or Subsidiary of a specified target net income or (d) any
combination of the goals set forth in (a) through (c) above.  Furthermore, the
Committee reserves the right for any reason to reduce (but not increase) any
Stock Incentive, notwithstanding the achievement of a specified goal.  If a
Stock Incentive is made on such basis, the Committee shall establish goals prior
to the beginning of the calendar year for which such performance goal relates
(or such later date as may be permitted under Code Section 162(m)).  Any payment
of a Stock Incentive granted with performance goals shall be conditioned on the
written certification of the Committee in each case that the performance goals
and any other material conditions of the Stock Incentive were satisfied.

    3.2  TERMS AND CONDITIONS OF OPTION.  Each Option granted under the Plan
shall be evidenced by a Stock Incentive Agreement.  At the time any Option is
granted, the Committee shall determine whether the Option is to be an incentive
stock option described in Code Section 422 or a non-qualified stock option, and
the Option shall be clearly identified as to its status as an incentive stock
option or a non-qualified stock option.  At the time any incentive stock option
granted under the Plan is exercised, the Company shall be entitled to legend the
certificates representing the shares of Stock purchased pursuant to the Option
to clearly identify them as representing the shares purchased upon the exercise
of an incentive stock option.  An incentive stock option may only be granted
within ten (10) years from the earlier of the date the Plan is adopted or
approved by the Company's stockholders.


         (a)  OPTION PRICE.  Subject to adjustment in accordance with Section
5.2 and the other 


                                     -5-

<PAGE>

provisions of this Section 3.2, the Exercise Price under (i) any 
non-qualified stock option shall be as set forth in the applicable Stock 
Incentive Agreement, but in no event less than Fair Market Value of a share 
of Stock on the date such Option is granted; and (ii) any incentive stock 
option shall be as set forth in the applicable Stock Incentive Agreement, but 
in no event shall it be less than the Fair Market Value on the date the 
Option is granted.  With respect to each grant of an incentive stock option 
to a Participant who is an Over 10% Owner, the Exercise Price shall not be 
less than 110% of the Fair Market Value on the date the Option is granted.

         (b)  OPTION TERM.  Any incentive stock option granted to a Participant
who is not an Over 10% Owner shall not be exercisable after the expiration of
ten (10) years after the date the Option is granted.  Any incentive stock option
granted to a Participant who is an Over 10% Owner shall not be exercisable after
the expiration of five (5) years after the date the Option is granted.  The term
of any non-qualified stock option shall be as specified in the applicable Stock
Incentive Agreement.

         (c)  PAYMENT.  Payment for all shares of Stock purchased pursuant to
exercise of an Option shall be made in any form or manner authorized by the
Committee in the Stock Incentive Agreement, including, but not limited to, (i)
cash, (ii) by delivery to the Company of a number of shares of Stock which have
been owned by the holder for at least six (6) months prior to the date of
exercise having an aggregate Fair Market Value of not less than the product of
the Exercise Price multiplied by the number of shares the Participant intends to
purchase upon exercise of the Option on the date of delivery; (iii) in a
cashless exercise through a broker; or (iv) by having a number of shares of
Stock withheld, the Fair Market Value of which as of the date of exercise is
sufficient to satisfy the Exercise Price.  In its discretion, the Committee also
may authorize (at the time an Option is granted or thereafter) Company financing
to assist the Participant as to payment of the Exercise Price on such terms as
may be offered by the Committee in its discretion.  Any such financing shall
require the payment by the Participant of interest on the amount financed at a
rate not less than the "applicable federal rate" under the Code.  If a Stock
Incentive Agreement so provides, the Participant may be granted a new Option to
purchase a number of shares of Stock equal to the number of previously owned
shares of Stock tendered in payment for each share of Stock purchased pursuant
to the terms of the Stock Incentive Agreement.  Any such new Option shall be
subject to the terms and conditions of the Stock Incentive Agreement pursuant to
which such new Option is granted.  Payment of the Exercise Price shall be made
at the time that the Option or any part thereof is exercised, and no shares
shall be issued or delivered upon exercise of an Option until full payment has
been made by the Participant.  The holder of an Option, as such, shall have none
of the rights of a stockholder.

         (d)  CONDITIONS TO THE EXERCISE OF AN OPTION.  Each Option granted
under the Plan shall be exercisable by whom, at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Committee shall
specify in the Stock Incentive Agreement; provided, however, that subsequent to
the grant of an Option, the Committee, at any time before complete termination
of such Option, may accelerate the time or times at which such Option may be
exercised in whole or in part, and may permit the Participant or any other
designated person to exercise the Option, or any portion thereof, for all or
part of the remaining Option term, notwithstanding any provision of the Stock
Incentive Agreement to the contrary.

         (e)  TERMINATION OF INCENTIVE STOCK OPTION.  With respect to an,
incentive stock option, in the event of Termination of Employment of a
Participant, the Option or portion thereof held by the Participant which is
unexercised shall expire, terminate, and become unexercisable no later than the
expiration of three (3) months after the date of Termination of Employment;
provided, however, that in the case of a holder whose Termination of Employment
is due to death or Disability, one (1) year shall be substituted for such three
(3) month period.  For purposes of this Subsection (e), Termination of
Employment of the Participant shall not be deemed to have occurred if the
Participant is employed by another corporation (or a parent or subsidiary
corporation of such other corporation) which has assumed the incentive stock
option of the Participant in a transaction to which Code Section 424(a) is
applicable.

         (f)  SPECIAL PROVISIONS FOR CERTAIN SUBSTITUTE OPTIONS. 
Notwithstanding anything to the contrary in this Section 3.2, any Option issued
in substitution for an option previously issued by another entity, which
substitution occurs in connection with a transaction to which Code Section
424(a) is applicable, may 


                                     -6-

<PAGE>

provide for an exercise price computed in accordance with such Code Section 
and the regulations thereunder and may contain such other terms and 
conditions as the Committee may prescribe to cause such substitute Option to 
contain as nearly as possible the same terms and conditions (including the 
applicable vesting and termination provisions) as those contained in the 
previously issued option being replaced thereby.

    3.3  TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.  A Stock
Appreciation Right may be granted in connection with all or any portion of a
previously or contemporaneously granted Option, or not in connection with a
Stock Incentive.  A Stock Appreciation Right shall entitle the Participant to
receive the excess of (1) the Fair Market Value of a specified or determinable
number of shares of the Stock at the time of payment or exercise over (2) a
specified or determinable price which, in the case of a Stock Appreciation Right
granted in connection with an Option, shall be not less than the Exercise Price
for that number of shares subject to that Option, or in the case of any other
Stock Appreciation Right, no less than one hundred percent (100%) of the Fair
Market Value of that number of shares of Stock subject to the Stock Appreciation
Right at the time the Stock Appreciation Right was granted.  A Stock
Appreciation Right granted in connection with a Stock Incentive may only be
exercised to the extent that the related Stock Incentive has not been exercised,
paid or otherwise settled.

         (a)  SETTLEMENT.  Upon settlement of a Stock Appreciation Right, the
Company shall pay to the Participant the appreciation in cash or shares of Stock
(valued at the aggregate Fair Market Value on the date of payment or exercise)
as provided in the Stock Incentive Agreement or, in the absence of such
provision, as the Committee may determine.

         (b)  CONDITIONS TO EXERCISE.  Each Stock Appreciation Right granted
under the Plan shall be exercisable or payable at such time or times, or upon
the occurrence of such event or events, and in such amounts, as the Committee
shall specify in the Stock Incentive Agreement; provided, however, that
subsequent to the grant of a Stock Appreciation Right, the Committee, at any
time before complete termination of such Stock Appreciation Right, may
accelerate the time or times at which such Stock Appreciation Right may be
exercised or paid in whole or in part.

    3.4  TERMS AND CONDITIONS OF STOCK AWARDS.  The shares of Stock
attributable to the nonvested, unpaid, unexercised, unconverted or otherwise
unsettled portion of any Stock Award that is forfeited or canceled or expires or
terminates for any reason without becoming vested, paid, exercised, converted or
otherwise settled in full shall again be available for purposes of the Section. 
The restrictions or conditions on such shares, if any, shall be as the Committee
determines, and the certificate for such shares shall bear evidence of any
restrictions or conditions.  Subsequent to the date of the grant of the Stock
Award, the Committee shall have the power to permit, in its discretion, an
acceleration of the expiration of an applicable restriction period with respect
to any part or all of the shares awarded to a Participant.  The Committee may
require a cash payment from the Participant in an amount no greater than the
aggregate Fair Market Value of the shares of Stock awarded determined at the
date of grant in exchange for the grant of a Stock Award or may grant a Stock
Award without the requirement of a cash payment.

    3.5  TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS.  A Dividend
Equivalent Right shall entitle the Participant to receive payments from the
Company in an amount determined by reference to any cash dividends paid on a
specified number of shares of Stock to Company stockholders of record during the
period such rights are effective.  The Committee may impose such restrictions
and conditions on any Dividend Equivalent Right as the Committee in its
discretion shall determine, including the date any such right shall terminate
and may reserve the right to terminate, amend or suspend any such right at any
time.

         (a)  PAYMENT.  Payment in respect of a Dividend Equivalent Right may
be made by the Company in cash or shares of Stock (valued at Fair Market Value
on the date of payment) as provided in the Stock Incentive Agreement or Stock 
Incentive Program, or, in the absence of such provision, as the Committee may 
determine.

                                     -7-

<PAGE>

         (b)  CONDITIONS TO PAYMENT.  Each Dividend Equivalent Right granted
under the Plan shall be payable at such time or times, or upon the occurrence of
such event or events, and in such amounts, as the Committee shall specify in the
applicable Stock Incentive Agreement or Stock Incentive Program; provided,
however, that subsequent to the grant of a Dividend Equivalent Right, the
Committee, at any time before complete termination of such Dividend Equivalent
Right, may accelerate the time or times at which such Dividend Equivalent Right
may be paid in whole or in part.

    3.6  TERMS AND CONDITIONS OF PERFORMANCE UNIT AWARDS.  A Performance Unit
Award shall entitle the Participant to receive, at a specified future date,
payment of an amount equal to all or a portion of the value of a specified or
determinable number of units (stated in terms of a designated or determinable
dollar amount per unit) granted by the Committee.  At the time of the grant, the
Committee must determine the base value of each unit, the number of units
subject to a Performance Unit Award, the performance factors applicable to the
determination of the ultimate payment value of the Performance Unit Award and
the period over which Company performance shall be measured.  The Committee may
provide for an alternate base value for each unit under certain specified 
conditions.  (See Section 3.1(g) for performance goals applicable to Covered 
Employees.)

         (a)  PAYMENT.  Payment in respect of Performance Unit Awards may be
made by the Company in cash or shares of Stock (valued at Fair Market Value on
the date of payment) as provided in the applicable Stock Incentive Agreement or
Stock Incentive Program or, in the absence of such provision, as the Committee
may determine.

         (b)  CONDITIONS TO PAYMENT.  Each Performance Unit Award granted under
the Plan shall be payable at such time or times, or upon the occurrence of such
event or events, and in such amounts, as the Committee shall specify in the
applicable Stock Incentive Agreement or Stock incentive Program; provided,
however, that subsequent to the grant of a Performance Unit Award, the
Committee, at any time before complete termination of such Performance Unit
Award, may accelerate the time or times at which such Performance Unit Award may
be paid in whole or in part.

    3.7  TERMS AND CONDITIONS OF PHANTOM SHARES.  Phantom Shares shall entitle
the Participant to receive, at a specified future date, payment of an amount
equal to all or a portion of the Fair Market Value of a specified number of
shares of Stock at the end of a specified period.  At the time of the grant, the
Committee shall determine the factors which will govern the portion of the
rights so payable, including, at the discretion of the Committee, any
performance criteria that must be satisfied as a condition to payment.  Phantom
Share awards containing performance criteria may be designated as Performance
Share Awards.  (See Section 3.1(g) for performance goals applicable to Covered
Employees.)

         (a)  PAYMENT.  Payment in respect of Phantom Shares may be made by the
Company in cash or shares of Stock (valued at Fair Market Value on the date of
payment) as provided in the applicable Stock Incentive Agreement or Stock
Incentive Program, or, in the absence of such provision, as the Committee may
determine.

         (b)  CONDITIONS TO PAYMENT Each Phantom Share granted under the Plan
shall be payable at such time or times, or upon the occurrence of such event or
events, and in such amounts, as the Committee shall specify in the applicable
Stock Incentive Agreement or Stock Incentive Program; provided, however, that
subsequent to the grant of a Phantom Share, the Committee, at any time before
complete termination of such Phantom Share, may accelerate the time or times at
which such Phantom Share may be paid in whole or in part.


    3.8  TREATMENT OF AWARDS UPON TERMINATION OF EMPLOYMENT.  Except as
otherwise provided by Plan Section 3.2(e) and Section 3.1(g), any award under
this Plan to a Participant who has experienced a Termination of Employment may
be canceled, accelerated, paid or continued, as provided in the applicable Stock
Incentive Agreement or Stock Incentive Program, or, in the absence of such
provision, as the Committee 


                                     -8-

<PAGE>

may determine.  The portion of any award exercisable in the event of 
continuation or the amount of any payment due under a continued award may be 
adjusted by the Committee to reflect the Participant's period of service from 
the date of grant through the date of the Participant's Termination of 
Employment or such other factors as the Committee determines are relevant to 
its decision to continue the award.

                        SECTION 4  RESTRICTIONS ON STOCK

    4.1  ESCROW OF SHARES.  Any certificates representing the shares of Stock
issued under the Plan shall be issued in the Participant's name, but, if the
applicable Stock Incentive Agreement or Stock Incentive Program so provides, the
shares of Stock shall be held by a custodian designated by the Committee (the
"Custodian"').  Each applicable Stock Incentive Agreement or Stock Incentive
Program providing for transfer of shares of Stock to the Custodian shall appoint
the Custodian as the attorney-in-fact for the Participant for the term specified
in the applicable Stock Incentive Agreement or Stock Incentive Program, with
full power and authority in the Participant's name, place and stead to transfer,
assign and convey to the Company any shares of Stock held by the Custodian for
such Participant, if the Participant forfeits the shares under the terms of the
applicable Stock Incentive Agreement or Stock Incentive Program.  During the
period that the Custodian holds the shares subject to this Section, the
Participant shall be entitled to all rights, except as provided in the
applicable Stock Incentive Agreement or Stock Incentive Program, applicable to
shares of Stock not so held.  Any dividends declared on shares of Stock held by
the Custodian shall, as the Committee may provide in the applicable Stock
Incentive Agreement or Stock Incentive Program, be paid directly to the
Participant or, in the alternative, be retained by the Custodian or by the
Company until the expiration of the term specified in the applicable Stock
Incentive Agreement or Stock Incentive Program and shall then be delivered,
together with any proceeds, with the shares of Stock to the Participant or to
the Company, as applicable.

    4.2  FORFEITURE OF SHARES.  Notwithstanding any vesting schedule set forth
in any Stock Incentive Agreement or Stock Incentive Program, a Stock Incentive
Agreement or Stock Incentive Program may provide that in the event a
Participant's employment is terminated by the Company for Cause or in the event
that a Participant violates a noncompetition agreement as set forth in the Stock
Incentive Agreement or Stock Incentive Program, all Stock Incentives and shares
of Stock issued to the holder pursuant to the Plan shall be forfeited; provided,
however, that the Company shall return to the holder the lesser of any
consideration paid by the Participant in exchange for Stock issued to the
Participant pursuant to the Plan or the then Fair Market Value of the Stock
forfeited hereunder.

    4.3  RESTRICTIONS ON TRANSFER.  The Participant shall not have the right to
make or permit to exist any Disposition of the shares of Stock issued pursuant
to the Plan except as provided in the Plan or the Stock Incentive Agreement or
Stock Incentive Program.  Any Disposition of the shares of Stock issued under
the Plan by the Participant not made in accordance with the Plan or the
applicable Stock Incentive Agreement or the Stock Incentive Program shall be
void.  The Company shall not recognize, or have the duty to recognize, any
Disposition not made in accordance with the Plan or the Stock Incentive
Agreement or Stock Incentive Program, and the shares so transferred shall
continue to be bound by the Plan and the Stock Incentive Agreement or Stock
Incentive Program.


                         SECTION 5  GENERAL PROVISIONS

    5.1  WITHHOLDING.  The Company shall deduct from all cash distributions
under the Plan any taxes required to be withheld by federal, state or local
government.  Whenever the Company proposes or is required to issue or transfer
shares of Stock under the Plan or upon the vesting of any Stock Award, the
Company shall have the right to require the recipient to remit to the Company an
amount sufficient to satisfy any federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares or the vesting of such Stock Award.  A Participant may pay the
withholding tax in cash, or, if the applicable Stock Incentive Agreement or
Stock Incentive Program provides, a Participant may elect to have the number of
shares of Stock he is to receive reduced by, or with respect to a Stock Award,
tender back to the Company, 


                                     -9-

<PAGE>

the smallest number of whole shares of Stock which, when multiplied by the 
Fair Market Value of the shares of Stock determined as of the Tax Date 
(defined below), is sufficient to satisfy federal, state and local, if any, 
withholding taxes arising from exercise or payment of a Stock Incentive (a 
"Withholding Election").  A Participant may make a Withholding Election only 
if both of the following conditions are met:

    (a)  The Withholding Election must be made on or prior to the date on which
the amount of tax required to be withheld is determined (the "Tax Date") by
executing and delivering to the Company a properly completed notice of
Withholding Election as prescribed by the Committee; and

    (b)  Any Withholding Election made will be irrevocable except on six months
advance written notice delivered to the Company; however, the Committee may in
its sole discretion disapprove and give no effect to the Withholding Election.

    5.2  CHANGES IN CAPITALIZATION; MERGER: LIQUIDATION.

         (a)  The number of shares of Stock reserved for the grant of Options,
Dividend Equivalent Rights, Performance Unit Awards, Phantom Shares, Stock
Appreciation Rights and Stock Awards; the number of shares of Stock reserved for
issuance upon the exercise or payment, as applicable, of each outstanding
Option, Dividend Equivalent Right, Performance Unit Award, Phantom Share and
Stock Appreciation Right and upon vesting or grant, as applicable, of each Stock
Award; the Exercise Price of each outstanding Option and the specified number of
shares of Stock to which each outstanding Dividend Equivalent Right, Phantom
Share and Stock Appreciation Right pertaining shall be proportionately adjusted
for any increase or decrease in the number of issued shares of Stock resulting
from a subdivision or combination of shares or the payment of a stock dividend
in shares of Stock to holders of outstanding shares of Stock or any other
increase or decrease in the number of shares of Stock outstanding effected
without receipt of consideration by the Company.

         (b)  In the event of or anticipation of any merger, consolidation or
other reorganization of the Company or tender offer for shares of Stock, the
Committee may make such adjustments with respect to awards and take such other
action as it deems necessary or appropriate to reflect or such merger,
consolidation, reorganization or tender offer, including, without limitation,
the substitution of new awards, the termination or adjustment of outstanding
awards, the acceleration of awards or the removal of restrictions on outstanding
awards.  Any adjustment pursuant to this Section 5.2 may provide, in the
Committee's discretion, for the elimination without payment therefor of any
fractional shares that might otherwise become subject to any Stock Incentive,
but shall not otherwise diminish the then value of the Stock Incentive.

         (c)  Except as expressly provided in this Section 5.2 or in Section
3.1(d), the holder of an Option or Stock Appreciation Right shall have no rights
by reason of any subdivision or combination of shares of Stock of any class or
the payment of any stock dividend or any other increase or decrease in the
number of shares of Stock of any class or by reason of any Change in Control or
distribution to the Company's shareholders of assets or stock of another
corporation.  Except as expressly provided herein and except for any
distributions or adjustments made with respect to shares of Stock issued under
the Plan in connection with a distribution or adjustment made with respect to
all other outstanding shares of Stock, any issue by the Company of shares of
stock of any class, or securities convertible into shares of any class, shall
not affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Stock subject to any Stock Incentive.  The
existence of the Plan and the Stock Incentives granted pursuant to the Plan
shall not affect in any way the right or power of the Company to make or
authorize any adjustment, reclassification, reorganization or other change in
its capital or business structure, any merger or consolidation of the Company,
any issue of debt or equity securities having preferences or priorities as to
the Stock or the rights thereof, the dissolution or liquidation of the Company,
any sale or transfer of all or any part of its business or assets, or any other
corporate act or proceeding.

    5.3  CASH AWARDS.  The Committee may, at any time and in its discretion,
grant to any holder of a Stock Incentive the right to receive, at such times and
in such amounts as determined by the Committee in 


                                     -10-

<PAGE>

its discretion, a cash amount which is intended to reimburse such person for 
all or a portion of the federal, state and local income taxes imposed upon 
such person as a consequence of the receipt of the Stock Incentive or the 
exercise of rights thereunder.

    5.4  COMPLIANCE WITH CODE.  All incentive stock options to be granted
hereunder are intended to comply with Code Section 422, and all provisions of
the Plan and all incentive stock options granted hereunder shall be construed in
such manner as to effectuate that intent.

    5.5  RIGHT TO TERMINATE EMPLOYMENT OR DIRECTORSHIP.  Nothing in the Plan or
in any Stock Incentive shall confer upon any Participant the right to continue
as a director, employee or officer of the Company or any of its affiliates or
affect the right of the Company or any of its affiliates to terminate the
Participant's employment or directorship at any time.

    5.6  NON-ALIENATION OF BENEFITS.  Other than as specifically provided with
regard to the death of a Participant, no benefit under the Plan shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge; and any attempt to do so shall be void.  No such benefit
shall, prior to receipt by the Participant, be in any manner liable for or
subject to the debts, contracts, liabilities, engagements or torts of the
Participant.

    5.7  RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS.  Each Stock
Incentive is subject to the condition that if at any time the Committee, in its
discretion, shall determine that the listing, registration or qualification of
the shares covered by such Stock Incentive upon any securities exchange or under
any state or federal law is necessary or desirable as a condition of or in
connection with the granting of such Stock Incentive or the purchase or delivery
of shares thereunder, the delivery of any or all shares pursuant to such Stock
Incentive may be withheld unless and until such listing, registration or
qualification shall have been effected.  If a registration statement is not in
effect under the Securities Act of 1933 or any applicable state securities laws
with respect to the shares of Stock purchasable or otherwise deliverable under
Stock Incentives then outstanding, the Committee may require, as a condition of
exercise of any Option or as a condition to any other delivery of Stock pursuant
to a Stock Incentive, that the Participant or other recipient of a Stock
Incentive represent, in writing, that the shares received pursuant to the Stock
Incentive are being acquired for investment and not with a view to distribution
and agree that the shares will not be disposed of except pursuant to an
effective registration statement, unless the company shall have received an
opinion of counsel that such disposition is exempt from such requirement under
the Securities Act of 1933 or any applicable state securities laws.  The Company
may include on certificates representing shares delivered pursuant to a Stock
Incentive such legends referring to the foregoing representations or
restrictions or any other applicable restrictions on resale as the Company, in
its discretion, shall deem appropriate.

    5.8  TERMINATION AND AMENDMENT OF THE PLAN.  The Board of Directors at any
time may amend or terminate the Plan without stockholder approval; provided,
however, that the Board of Directors may condition any amendment on the approval
of stockholders of the Company if such approval is necessary or advisable with
respect to tax, securities or other applicable laws.  No such termination or
amendment without the consent of the holder of a Stock Incentive shall adversely
affect the rights of the Participant under such Stock Incentive.

    5.9  STOCKHOLDER APPROVAL.  The Plan shall be submitted to the stockholders
of the Company for their approval within twelve (12) months before or after the
adoption of the Plan by the Board of Directors of the Company.  If such approval
is not obtained, any Stock Incentive granted hereunder shall be void.

    5.10 CHOICE OF LAW.  The laws of the State of Georgia shall govern the
Plan, to the extent not preempted by federal law.

    5.11 EFFECTIVE DATE OF PLAN.  The Plan shall become effective as of May 21,
1996 (the date the Board approved the Plan) (the "Effective Date"); subject,
however, to the approval of the Plan by the Company's shareholders at their next
annual meeting.  Stock Incentives granted hereunder prior to such 


                                     -11-

<PAGE>

approval shall be conditioned upon such approval.  Unless such approval is 
obtained within twelve months of the Effective Date, this Plan and any Stock 
Incentives awarded hereunder shall become void thereafter.

                                  CAMERON ASHLEY BUILDING PRODUCTS, INC.


                                  By:  /s/ RONALD R. ROSS
                                     ------------------------------------
                                     Ronald R. Ross, Chairman and 
                                     Chief Executive Officer

ATTEST:


 /s/ JOHN S. DAVIS
-------------------------------
Secretary

                                        [Corporate Seal]






                                     -12-