<PAGE> 1                                                         Exhibit 10.5



                      EXECUTIVE CHANGE-IN-CONTROL AGREEMENT

         AGREEMENT between Payless Cashways,  Inc. ( the "Corporation"),  and E.
J. Holland, Jr. (the "Executive").

                                   WITNESSETH:

         WHEREAS, the Compensation  Committee,  having full authority to act for
the Board of  Directors  of the  Corporation  in this  matter,  has approved the
Corporation  entering into  Change-in-Control  Agreements with key executives of
the Corporation;

         WHEREAS,  the Executive is a key executive of the  Corporation  and has
been selected by the Board of Directors of the Corporation as a key executive to
receive a Change-in-Control Agreement;

         WHEREAS, in connection with any proposal from a third person concerning
a possible  business  combination  with, or acquisition of equity securities of,
the  Corporation,  the Board believes it imperative that the Corporation and the
Board be able to rely upon the Executive to continue in his or her position, and
that they be able to receive  and rely upon his or her advice,  if they  request
it, as to the best interests of the  Corporation and its  shareholders,  without
concern that he or she might be  distracted  by the personal  uncertainties  and
risks created by such a proposal; and

         WHEREAS,  in  connection  with any such  proposals,  in addition to the
Executive's  regular  duties,  he or she may be  called  upon to  assist  in the
assessment of such proposals, advise management and the Board as to whether such
proposals   would  be  in  the  best  interests  of  the   Corporation  and  its
shareholders,  and to take such other actions as the Board might determine to be
appropriate;

         NOW,  THEREFORE,  to  assure  the  Corporation  that it will  have  the
continued  dedication of the Executive and the availability of his or her advice
and counsel  notwithstanding the possibility,  threat, or occurrence of a bid to
take over control of the  Corporation,  and to induce the Executive to remain in
the employ of the  Corporation,  and for other good and valuable  consideration,
the Corporation and the Executive agree as follows:

         1. Term of Agreement. This Agreement will commence on June 26, 1997 and
shall continue in effect for a one-year term,  which term shall be automatically
extended for successive  one-year terms  commencing on June 26, 1998 and on each
June 26 thereafter  unless  either party shall have given written  notice to the
other at least  forty-five  (45) days prior to such date that the term shall not
be so extended;  provided,  however, if a "Change in Control of the Corporation"
(as  defined in Section 2 hereof)  shall have  occurred  prior to the end of the
term of this  Agreement  as it may be so  extended,  the term of this  Agreement
shall  continue in effect for a period of  twenty-four  (24)  months  beyond the
month in which such Change in Control of the Corporation occurred.


<PAGE> 2


         2. Change in Control of the  Corporation.  No benefits shall be payable
hereunder  unless there shall have been a Change in Control of the  Corporation,
as set forth below. For purposes of this Agreement,  a "Change in Control of the
Corporation" shall mean and deemed to have occurred if:

                  (i) any person,  as defined in  Sections  3(a)(9) and 13(d) of
the  Securities  Exchange  Act  of  1934  (the  "Exchange  Act"),   becomes  the
"beneficial  owner"  (as  defined  in Rule  13d-3  promulgated  pursuant  to the
Exchange Act),  directly or indirectly,  of securities of the Corporation having
25% or more of the voting power in the election of directors of the Corporation,
excluding,  however,  any person or an  "affiliate"  (as defined in the Exchange
Act) of such  person  who is the  beneficial  owner of any  shares  of any class
(preferred or common) of the Corporation's capital stock on the date hereof; or

                  (ii) the occurrence within any twelve-month  period while this
Agreement is in effect of a change in the Board of Directors of the  Corporation
with the result that the Incumbent  Members (as defined below) do not constitute
a majority of the Corporation's Board of Directors. The term "Incumbent Members"
shall  mean the  members  of the  Board on the date  immediately  preceding  the
commencement of such  twelve-month  period,  provided that any person becoming a
director  during such  twelve-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 twelve-month period.

         3. Termination Following a Change in Control of the Corporation. If any
of the events described in Section 2 hereof  constituting a Change in Control of
the  Corporation  shall have  occurred,  you shall be entitled  to the  benefits
provided  in  Subsection  4(d) hereof upon the  subsequent  termination  of your
employment  within the  following  twenty-four  (24) month  period  unless  such
termination is (i) because of your death, Disability or Retirement,  (ii) by the
Corporation for Cause, or (iii) by you other than for Good Reason.

                  (a) Disability; Retirement. If, as a result of your incapacity
due to physical or mental illness, you shall have been absent from the full-time
performance of your duties with the Corporation for six (6) consecutive  months,
and within thirty (30) days after  written  notice of  termination  is given you
shall  not have  returned  to the  full-time  performance  of your  duties,  the
Corporation may terminate your employment for  "Disability."  Termination by the
Corporation  or you of your  employment  by reason of  "Retirement"  shall  mean
termination on or after  attainment of your "normal  retirement age," as defined
in the Payless Cashways,  Inc. Amended Retirement Plan as of the date hereof, or
in accordance with any retirement arrangement established with your consent with
respect to you.

                  (b) Cause.  Termination by the  Corporation of your employment
for "Cause" shall mean termination upon (i) the willful and continued failure by
you to  substantially  perform your duties with the Corporation  (other than any
such failure



<PAGE> 3

resulting  from  termination  by you  for  Good  Reason),  after  a  demand  for
substantial  performance  is delivered to you that  specifically  identifies the
manner  in which  the  Corporation  believes  that  you  have not  substantially
performed your duties, and you have failed to resume substantial  performance of
your duties on a continuous  basis within  fourteen (14) days of receiving  such
demand,  (ii) the willful  engaging by you in conduct which is demonstrably  and
materially injurious to the Corporation,  monetarily or otherwise, or (iii) your
conviction of a felony or conviction of a misdemeanor which impairs your ability
substantially to perform your duties with the Corporation.  For purposes of this
Subsection,  no act, or failure to act,  on your part shall be deemed  "willful"
unless  done,  or  omitted  to be done,  by you not in good  faith  and  without
reasonable  belief that your action or omission was in the best  interest of the
Corporation.

                  (c) Good  Reason.  You shall be  entitled  to  terminate  your
employment for Good Reason. For purposes of this Agreement,  "Good Reason" shall
mean,  without your express written  consent,  the occurrence  after a Change in
Control of the Corporation of any one or more of the following:

                           (i) the assignment to you of duties inconsistent with
         your  present  duties,  responsibilities  and status as the Senior Vice
         President-Administration/Secretary of the Corporation or a reduction or
         alteration in the nature or status of your  responsibilities from those
         in effect  immediately  prior to the date of Change in  Control  of the
         Corporation;

                           (ii) a  reduction  by the  Corporation  in your  base
         salary as in effect on the date hereof,  or as in effect as of the date
         of Change in Control of the Corporation, if greater ("Base Salary");

                           (iii) the Corporation's  requiring you to be based at
         a location in excess of forty-five  (45) miles from the location  where
         you are currently based;

                           (iv) the  failure by the  Corporation  to continue in
         effect  the   Corporation's   Corporate   Management  Annual  Incentive
         Compensation  Program,  Deferred  Compensation  Plan for Key Employees,
         Employee Stock Option Plans,  any other of the  Corporation's  employee
         benefit  plans,  policies,  practices,  or  arrangements  in which  you
         participate, unless a comparable plan has been established with respect
         to  you,  or  the  failure  by  the   Corporation   to  continue   your
         participation therein on substantially the same basis, both in terms of
         the amount of  benefits  provided  and the level of your  participation
         relative to other participants,  as existed as of the date of Change in
         Control of the Corporation; and

                           (v)  the  failure  of the  Corporation  to  obtain  a
         satisfactory  agreement from any successor to the Corporation to assume
         and agree to  perform  this  Agreement,  as  contemplated  in Section 7
         hereof.


<PAGE> 4

                  Your  right to  terminate  your  employment  pursuant  to this
Subsection  (c) shall not be  affected  by your  incapacity  due to  physical or
mental illness.  Your continued employment shall not constitute consent to, or a
waiver of rights with  respect to, any  circumstances  constituting  Good Reason
hereunder.

                  (d) Notice of Termination.  Any termination by the Corporation
for Cause or  Disability  or by you for Good  Reason  shall be  communicated  by
Notice of Termination to the other party hereto. For purposes of this Agreement,
a "Notice of  Termination"  shall mean a written notice which shall indicate the
specific termination provision in this Agreement relied upon and shall set forth
in reasonable detail the facts and circumstances  claimed to provide a basis for
termination of your employment under the provision so indicated. Such "Notice of
Termination"  shall specify the "Date of  Termination," as defined in Subsection
(e) below,  provided that in the event of a termination  for Cause or Disability
by the Corporation,  such Date of Termination will be no sooner than thirty (30)
days  following  Notice  of  Termination.   Any  purported  termination  by  the
Corporation  of your  employment  for Cause or  Disability  that is not effected
pursuant  to a  Notice  of  Termination  satisfying  the  requirements  of  this
Subsection  (d)  shall  be  deemed  to be a  termination  without  Cause  by the
Corporation and you will be entitled to the benefits under Section 4(d) below.

                  (e) Date of Termination.  "Date of Termination" shall mean the
date specified in the Notice of Termination  where required or in any other case
upon ceasing to perform  services to the  Corporation;  provided  that if within
thirty  (30)  days  after  any  Notice of  Termination  one party in good  faith
notifies the other party that a dispute exists  concerning the termination,  the
Date of  Termination,  shall be the date  finally  determined  to be the Date of
Termination,  either by mutual written  agreement of the parties or by a binding
and final arbitration award;  provided,  however, that in no case shall the Date
of Termination be subsequent to the Term of this Agreement.

         4.  Compensation  Upon  Termination or During  Disability.  Following a
Change in Control  of the  Corporation,  as  defined  in Section 2 hereof,  upon
termination  of your  employment or during a period of  disability  you shall be
entitled to the following benefits:

                  (a) During any period that you fail to perform your  full-time
duties with the  Corporation as a result of incapacity due to physical or mental
illness, you shall continue to receive your Base Salary at the rate in effect at
the  commencement  of any such  period  plus all other  amounts to which you are
entitled  under  any  compensation  plan of the  Corporation  at the  time  such
payments are due,  until your  employment is  terminated  pursuant to Subsection
3(a) hereof.  Thereafter,  your benefits shall be determined in accordance  with
the Corporation's retirement, insurance, and other applicable programs and plans
then in effect.

                  (b) If your employment  shall be terminated by the Corporation
for Cause or by you other than for Good Reason,  the  Corporation  shall pay you
your full Base Salary  through the Date of  Termination at the rate in effect at
the time  Notice of  Termination  is given or on the Date of  Termination  if no
Notice of Termination is



<PAGE> 5

required  hereunder,  plus all other amounts to which you are entitled under any
compensation  plan of the Corporation at the time such payments are due, and the
Corporation shall have no further obligations to you under this Agreement.

                  (c)  If  your   employment   terminates   by  reason  of  your
Retirement,  or by reason of your death, the Corporation shall pay you your full
Base Salary  through the date of retirement or death,  plus all other amounts to
which you are entitled  under any  compensation  plan of the  Corporation at the
time such  payments  are due,  and any other  benefits  shall be  determined  in
accordance with the Corporation's  retirement,  survivor's benefits,  insurance,
and other applicable programs and plans then in effect.

                  (d) If your employment by the Corporation  shall be terminated
(i) by the Corporation other than for Cause, Retirement,  or Disability, or (ii)
by you for Good Reason,  you shall be entitled to the benefits  (the  "Severance
Payments") provided below:

                           (1) the  Corporation  shall  pay you your  full  Base
         Salary  through  the Date of  Termination  at the rate in effect at the
         time Notice of Termination is given,  or the Date of Termination  where
         no Notice of Termination is required hereunder;

                           (2) the Corporation will pay as severance benefits to
         you,  not  later  than the  fifteenth  (15) day  following  the Date of
         Termination, a lump sum severance payment equal to the sum of:

                                    (i) one  year's  annual  Base  Salary if you
         have been  employed  by the  Corporation  for one year or less prior to
         your Date of Termination,  or two years' annual Base Salary if you have
         been employed by the  Corporation for a period of time in excess of one
         year prior to your Date of  Termination.  For purposes of this section,
         "Base Salary" shall mean the salary in effect  immediately prior to the
         occurrence of the circumstances giving rise to such termination, or, if
         greater,  the  salary in effect as of the date of Change in  Control of
         the Corporation. And,

                                    (ii) two times  your  average  bonus for the
         prior three years,  or such fewer number of years as you were  entitled
         to  participate  in  the  plan,  under  the   Corporation's   Corporate
         Management Annual Incentive  Compensation Program.  However, if you are
         participating in the Corporate Management Annual Incentive Compensation
         Program for the first time at the Date of Termination, you will receive
         two times your annual Target Incentive Pay.

                           (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 if you have
         been  employed  by the  Corporation  for one year or 




<PAGE> 6

         less prior to your Date of Termination, or for a period of two years if
         you have  been  employed  by the  Corporation  for a period  of time in
         excess of the year  prior to your Date of  Termination,  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;

                           (4) to the  extent  that  benefits  under each of the
         Corporation's   pension  plans  and  the   Corporation's   Supplemental
         Retirement  Plan are  computed  on the basis of either  the  salary and
         benefits  paid  while in the  Corporation's  employ or the term of your
         employment  with  the  Corporation,   the  benefits  payable  and  your
         eligibility therefor shall be determined as though you were employed by
         the Corporation  under this Agreement for and had attained the age that
         you would have attained at the end of the Severance Period.

                           (5) the Corporation will pay your reasonable costs of
         using a qualified  outplacement  service.  You must initiate the use of
         such outplacement  counseling within thirty (30) days following Date of
         Termination.  The  assumption  of these costs by the  Corporation  also
         includes   incidental   expenses  which  are  customarily  paid  for  a
         terminated  employee  occupying a position  similar to your position on
         Date of Termination.

                  (e)  If  you  are  within   twenty-four  (24)  months  of  age
sixty-five  (65), or older,  your Severance  Payments or  Alternative  Severance
Payments (as defined below) provided for in Subsections  (d)(2) and (d)(3) above
shall be  multiplied  by a fraction,  the  numerator  of which is the greater of
twelve  (12)  or the  number  of  months  until  age  sixty-five  (65),  and the
denominator of which is twenty-four (24).

                  (f)(1)  Notwithstanding  any other provision contained in this
Agreement,  if any  payments  made or payable to you,  whether  pursuant to this
Agreement  or  otherwise,  would be subject to the  excise  tax  ("Excise  Tax")
imposed under Section 4999 of the code, then (i) the amounts  otherwise  payable
pursuant to this  Agreement  ("Agreement  Payments")  shall be reduced,  but not
below zero, if such  reduction  would result in your  retaining a larger amount,
after-taxes,  including  the Excise  Tax,  than if you had  received  all of the
Agreement  Payments  or (ii)  the  aggregate  present  value  of the  "parachute
payments" (as hereinafter  defined) other than Agreement  Payments shall also be
reduced,  but not below zero, if such reduction would result in your retaining a
larger  amount after taxes,  including  the Excise Tax, than if you had received
all of the "parachute payments" other than Agreement Payments.

                  If the application of the preceding  sentence should require a
reduction in Agreement  Payments or other  "parachute  payments," such reduction
shall be  implemented  first,  by reducing  any  noncash  benefits to the extent
necessary.  In each case, the reductions shall be made starting with the payment
or benefit to be made on



<PAGE> 7

the latest date  following  the Date of  Termination  and  reducing  payments or
benefits in reverse chronological order therefrom.

                  (2) Any  determination  as to which amounts paid or payable to
you constitute  "parachute payments" and the present value thereof shall be made
in  accordance  with  Section  280G of the Code and any rulings and  regulations
promulgated thereunder and shall be made within fifteen (15) days after the Date
of  Termination  by a  nationally  recognized  firm of  independent  accountants
selected by you (the "Auditing Firm").  The Auditing Firm shall provide detailed
supporting  calculations  both to the  Corporation  and you within  fifteen (15)
business days of the Date of Termination or such earlier time as is requested by
the  Corporation.  Any such  determination by the Auditing Firm shall be binding
upon the Corporation and you.

                  (3) It is  possible  that as a result of a mistake  of fact or
the  clarification  of the  application  of  Sections  280G and 4999 of the Code
subsequent to the making of Agreement  Payments or "parachute  payments" to you,
the Auditing Firm will  determine that because of the provisions of Section 4(f)
hereof,  either Agreement  Payments or "parachute  payments" have been made that
would not have been made  ("Overpayments") or that additional Agreement Payments
or "parachute payments," would have been made ("Underpayments"),  in either case
had the mistake been discovered or the  clarification  been known at the time of
payment.  In the event that the Auditing Firm determines that an Overpayment has
been made, any such  Overpayment  shall be treated for all purposes as a loan to
you which you shall  repay to the  Corporation  together  with  interest  at the
applicable  Federal  Rate  provided for in Section  7872(f)(2)  of the Code (the
"Federal Rate"),  provided,  however,  that no amount shall be payable by you to
the Corporation (or if paid by you to the Corporation  shall be returned to you)
if and to the extent such  payment  would not reduce the amount which is subject
to taxation  under Section 4999 of the Code. In the event that the Auditing Firm
determines that an Underpayment  has occurred,  any such  Underpayment  shall be
paid  by the  Corporation  to you  within  fifteen  (15)  business  days  of the
determination by the Auditing Firm of such  Underpayment  together with interest
at the Federal Rate.

                  (g) The  Corporation  shall also pay to you all legal fees and
expenses  incurred  by  you  as a  result  of  such  termination  of  employment
(including  all such  fees and  expenses,  if any,  incurred  in  contesting  or
disputing any such  termination  or in seeking to obtain or enforce any right or
benefit provided by this  Change-in-Control  Agreement or in connection with any
tax audit or proceeding to the extent  attributable  to the  application  of IRC
Section 4999 of the Code to any payment or benefit provided hereunder).

                  (h) You shall not be required  to  mitigate  the amount of any
payment provided for in this Section 4 by seeking other employment or otherwise,
nor shall the amount of any payment  provided  for in this Section 4, except for
benefits as described in this Subsection 4(d)(3), be reduced by any compensation
earned by you as a result of  employment by another  employer  after the Date of
Termination, or otherwise.


<PAGE> 8

         (5) Withholding of Taxes. The Corporation may withhold from any amounts
payable under this Agreement all Federal, State, City, or other taxes as legally
shall be required.

         (6) Limitation of Effect.  This  Agreement  shall have no effect on any
termination of your employment prior to a Change in Control of the Corporation.

         (7) Successors; Binding Agreement.

             (a) The Corporation  will require any successor  (whether direct or
indirect,  by  purchase,  merger,   consolidation,   or  otherwise)  to  all  or
substantially  all of the business  and/or assets of the  Corporation  or of any
division or subsidiary  thereof  employing you to expressly  assume and agree to
perform  this  Agreement  in the same  manner  and to the same  extent  that the
Corporation  would be  required  to perform it if no such  succession  had taken
place.  Failure of the Corporation to obtain such assumption and agreement prior
to the  effectiveness of any such succession shall be a breach of this Agreement
and shall entitle you to  compensation  from the  Corporation in the same amount
and on the same terms as you would be entitled  hereunder if you terminated your
employment  for Good  Reason,  except  that for  purposes  of  implementing  the
foregoing,  the date on which any such  succession  becomes  effective  shall be
deemed the Date of Termination.

             (b)  This  Agreement   shall  insure  to  the  benefit  of  and  be
enforceable   by   your   personal   or   legal   representatives,    executors,
administrators,  successors, heirs, distributees, devisees, and legatees. If you
should die while any amount  would still be payable to you  hereunder if you had
continued to live, all such amounts,  unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement,  to your devisee,  legatee,
or other designee, or if there is not such designee, to your estate.

         8. Notice.  For the purposes of this  Agreement,  notices and all other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
registered mail,  return receipt  requested,  postage prepaid,  addressed to the
respective addresses set forth on the first page of this Agreement.

         9.  Modifications.  No  provision  of this  Agreement  may be modified,
waived, or discharged unless such waiver,  modification,  or discharge is agreed
to in  writing  and  signed  by you  and  such  officer  as may be  specifically
designated by the Board.

         10. Validity.  The invalidity or  unenforceability  of any provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this Agreement, which shall remain in full force and effect.

         11.   Counterparts.   This   Agreement   may  be  executed  in  several
counterparts,  each of which shall be deemed to be an original, but all of which
together will constitute one and the same instrument.


<PAGE> 9

         12.  Governing  Law;  Resolution  of Disputes.  This  Agreement and the
rights  and  obligations  hereunder  shall  be  governed  by  and  construed  in
accordance  with the laws of the State of Missouri.  Any dispute  arising out of
this Agreement shall, at the Executive's  election, be determined by arbitration
under the rules of the  American  Arbitration  Association  then in effect or by
litigation.  Whether the dispute is to be settled by  arbitration or litigation,
the venue for the arbitration or litigation  shall be Kansas City,  Missouri or,
at the Executive's  election,  if the Executive is no longer residing or working
in the Kansas  City,  Missouri,  metropolitan  area,  in a court in the judicial
district encompassing the city in which the Executive resides;  provided,  that,
if the Executive is not then residing in the United States,  the election of the
Executive with respect to such venue shall be either Kansas City,  Missouri or a
court in the judicial district encompassing that city in the United States among
the 30 cities having the largest  population  (as  determined by the most recent
United States Census data available at the Termination Date) which is closest to
the Executive's residence.  The parties consent to personal jurisdiction in each
trial  court  in  the  selected  venue  having   subject   matter   jurisdiction
notwithstanding their residence or situs, and each party irrevocably consents to
service of process in the manner provided hereunder for the giving of notices.

         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
26th day of June, 1997.

                                                  PAYLESS CASHWAYS, INC.


                                                  BY:
                                                       /s/ David Stanley
                                                       -------------------------
                                                       Name:  David Stanley
                                                       Title: Chairman and Chief
                                                              Executive Officer

Agreed to this 26th day of

June, 1997.

By:       /s/ E. J. Holland, Jr.
          --------------------------------
Name:     E. J. Holland, Jr.
Title:    Sr. VP-Administration/Secretary

Attest:
/s/ Richard G. Luse
------------------------------------
Richard G. Luse, Assistant Secretary