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                                                                   EXHIBIT 10.15

                            PAYLESS SHOESOURCE, INC.

                              STOCK OWNERSHIP PLAN

                   (as amended January 1, 2006)


1. PURPOSE AND EFFECT OF PLAN

         The purpose of the Plan is to provide associates, including executive
officers, an opportunity to purchase Common Stock of Payless ShoeSource, Inc.
(the "Company") through payroll deductions at a discount on a tax deferred
basis. It is believed that this will help attract, motivate and retain highly
qualified and talented associates who are important to the Company's success.
The Plan is also intended to offer equity ownership in the Company to associates
to encourage them to enhance the value of the Company and therefore the price of
the Company's Common Stock and the shareowners' return.

         The Plan is intended to comply with Code section 423 and to be a "tax
conditioned plan" within the meaning of SEC Rule 16b-3(c).

2. SHARES RESERVED FOR THE PLAN

         There shall be reserved for issuance and purchase by Eligible
Associates under the Plan an aggregate of 2,000,000 shares of Common Stock,
subject to adjustment as provided in Section 16. Shares purchased for the Plan
shall be purchased in the open market or in private transactions, or a
combination thereof.

3. DEFINITIONS

         Where indicated by initial capital letters, the following terms shall
have the following meanings:

         ACT: The Securities Exchange Act of 1934.

         BASE COMPENSATION: The regular earnings of an Eligible Associate
(before withholding or other deductions), including overtime, after any salary


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reduction contributions pursuant to elections under a plan subject to Code
sections 125 or 401(k) and excluding bonuses and any other special payments;
provided, that the Committee may expand or narrow the definition of Base
Compensation from time to time so long as such definition is consistent with the
requirements of Section 423 of the Code.

         BOARD: The Board of Directors of the Company.

         BUSINESS DAY: Each day on which shares of Common Stock are or could be
traded on the New York Stock Exchange, or such other definition as the Committee
may from time to time specify.

         CODE: The Internal Revenue Code of 1986, as amended, or any
subsequently enacted federal revenue law. A reference to a particular section of
the Code shall include a reference to any regulations issued under the section
and to the corresponding section of any subsequently enacted federal revenue
law.

         COMMITTEE: The committee established pursuant to Section 13 to be
responsible for the general administration of the Plan.

         COMMON STOCK: The Company's common stock, $.01 par value.

         COMPANY: Payless ShoeSource, Inc., a Missouri corporation, provided,
that immediately after the effective time of the Merger such term shall mean
Payless ShoeSource, Inc. (formerly Payless ShoeSource Holdings, Inc.), a
Delaware corporation, and any successor by merger, consolidation or otherwise.

         ELIGIBLE ASSOCIATE: Each employee, including each executive officer, of
the Company and its domestic Subsidiaries who meet the eligibility requirements
of Section 4.

         EMPLOYER: A Participating Company that is the employer of a
Participant.

         ENROLLMENT PROCEDURE: The procedure specified from time to time by the
Committee to enable an Eligible Associate to participate in the Plan and to
authorize payroll deductions pursuant to Section 5.

         FAIR MARKET VALUE: The weighted average price per share paid for all
shares purchased on the date in question with respect to a determination of the
Purchase Price of Common Stock purchased other than from the Company by an
independent trustee or purchasing agent in arms-length transactions. For all
other purposes, Fair Market Value shall mean the average of the reported lowest
and highest sales prices per share for the Common Stock on the New York Stock
Exchange on the date in question, or, if there are no such sales on that date,
the reported lowest and highest sales prices per share for the Common Stock on
the New York Stock Exchange for the last Business Day prior to the date in
question for which sales of the Common Stock were reported.

         INVESTMENT ACCOUNT: The account established for each Participating
Associate to hold Common Stock purchased under the Plan pursuant to Section 5.

         INVESTMENT DATE: The date on which the shares of Common Stock are
purchased for the Plan.

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         "MERGER" means the merger of Payless Merger Corp., a Missouri
corporation and wholly-owned subsidiary of Payless ShoeSource, Inc. (formerly
Payless ShoeSource Holdings, Inc.), a Delaware corporation, with the Company,
pursuant to an Agreement and Plan of Merger among the Company, Payless Merger
Corp. and Payless ShoeSource, Inc. (formerly Payless ShoeSource Holdings, Inc.).

         MONTH: A calendar month.

         PARENT: Any corporation (other than the Company) in an unbroken chain
of corporations ending with the Company if, as of an Investment Date, each of
the corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

         PARTICIPATING COMPANIES: The Company and its domestic Subsidiaries.

         PARTICIPANT OR PARTICIPATING ASSOCIATE: Eligible Associates who
elect to participate in the Plan pursuant to Section 5.

         PAYROLL DEDUCTION ACCOUNT: The account established for a
Participating Associate to hold payroll deductions pursuant to Section 5.

         PLAN: The "Payless ShoeSource, Inc. Stock Ownership Plan," as set forth
herein and as amended from time to time.

         PURCHASE PRICE: The price for each whole and fractional share of Common
Stock, including those purchased by dividend reinvestment, which shall be 95% of
the Fair Market Value of such whole or fractional share on the Investment Date;
provided, however, the Committee may change such purchase price so long as the
purchase price is not lower than the lesser of (i) 85% of the Fair Market Value
of the Common Stock on the first day of the applicable purchase period, and (ii)
85% of the Fair Market Value of the Common Stock on the Investment Date.

         PURCHASE PERIOD: That period specified by the Committee during which
payroll deductions shall be accumulated for the purchase of Common Stock under
the Plan; provided, that such period shall not have a duration that exceeds the
limitations provided in Section 423(b)(7) of the Code.

         RULE 16B-3: Rule 16b-3 of the Securities and Exchange Commission
promulgated under the Act, as now and hereafter amended.

         SUBSIDIARY OR SUBSIDIARIES: Any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if, as of an
Investment Date, 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 such chain.

         TRUSTEE:  The  trustee  of the  Plan  designated  by the  Committee  as
provided in Section 13.


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4. ELIGIBLE ASSOCIATES

         Participation in the Plan shall be open to each associate of a
Participating Company (including each executive officer of the Company) who has
been continuously employed by one or more Participating Companies for at least
six months; provided, that the Committee may establish such other or different
employment requirements as it may deem appropriate so long as such other or
different requirements are consistent with the provisions of Section 423 of the
Code. For purposes of this section any break in service of less than thirty days
shall not be deemed to constitute a discontinuance of employment, unless the
Committee shall otherwise provide.

         No director of the Company or of any its Subsidiaries who is not an
associate shall be eligible to participate in the Plan.

5. ELECTION TO PARTICIPATE; METHOD OF PURCHASE; INVESTMENT ACCOUNTS; DIVIDENDS

         5.1 ELECTION TO PARTICIPATE. Each Eligible Associate may become a
Participant effective on the first day of any Month coincident with or following
the date the Participant becomes an Eligible Associate by complying with the
Enrollment Procedure authorizing specified regular payroll deductions from the
Participant's Base Compensation. Such regular payroll deductions shall be
subject to a minimum deduction of $5.00 per weekly pay period and $10.00 per
bi-weekly pay period and a maximum deduction of $480.00 per weekly pay period
and $960.00 per bi-weekly pay period; provided, that the Committee may increase
or decrease such minimum and maximum deductions from time to time. All regular
payroll deductions shall be credited to the Payroll Deduction Account that the
Company has established in the name of the Participant.

         5.2 PURCHASE OF COMMON STOCK. Each Participating Associate having
eligible funds in the Participant's Payroll Deduction Account on an Investment
Date shall be deemed, without any further action, to have purchased the number
of shares which the eligible funds in the Participant's Payroll Deduction
Account could purchase at the Purchase Price on that Investment Date. All shares
purchased shall be maintained by the Trustee in separate Investment Accounts for
Participating Associates. Fractional shares will be allocated to accounts under
the Plan unless the Committee otherwise provides; provided that share
certificates shall only be issued for whole shares. If fractional shares are not
allocated to accounts under the Plan, amounts that otherwise would have been
applied to the purchase of fractional shares will continue to be held for the
Participant and be applied towards the purchase of shares on the last day of the
next Purchase Period.

         5.3 TIMING AND MANNER OF PURCHASE. The Committee shall designate
Purchase Periods during which funds shall be accumulated in Payroll Deduction
Accounts for the purchase of Common Stock. Until otherwise specified the
Purchase Periods shall consist of each Month in a year. The Investment Date
shall occur during an interval immediately following the end of each Purchase
Period having such duration as the Committee shall from time to time specify,
provided that until the Committee otherwise specifies, such interval shall be
the ten Business Days immediately following the end of the Purchase Period.
However, nothing contained in this Plan shall authorize the Committee, the
Company or any affiliate of the Company to exercise any direct or indirect
control or influence over the times when, or the prices at which, the


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Trustee or its independent agent may purchase the Common Stock for the Plan, the
amounts of the Common Stock to be purchased, the manner in which the Common
Stock is to be purchased, or the selection of a broker or dealer (other than the
Trustee) through which purchases may be executed; provided, that the Company,
the Committee and affiliates of the Company, shall not be deemed to have such
control or influence solely because the Committee revises not more than once in
any three month period the basis for determining the amount of the Company's
contributions to the Plan, the basis for determining the frequency of the
Company's allocations to the Plan, or any formula in the Plan that determines
the amount or timing of shares to be purchased by the Trustee.

         5.4 DIVIDENDS AND OTHER DISTRIBUTIONS. All cash dividends paid with
respect to the whole and fractional shares of the Common Stock and shares so
purchased shall be reinvested in Common Stock on the immediately following
Investment Date and added to the shares held for a Participating Associate in
the Participant's Investment Account. Stock dividends and stock splits received
by the Plan will be credited to Participants having Common Stock allocated to
their Investment Account to the extent that they are attributable to such
allocated Common Stock. Property, other than shares of Common Stock or cash,
received by the Trustee as a distribution with respect to Common Stock allocated
to Participant Common Stock accounts will be distributed in kind to Participants
in proportion to the number of shares of Common Stock contained in their
Investment Account.

         5.5 STOCK PURCHASES. The Trustee shall effect purchases of Common Stock
on the open market or in private transactions. Purchases shall be made using
total amounts contained in all Payroll Deduction Accounts immediately preceding
the purchase. The Company will pay the difference between the Purchase Price and
the price at which such shares are purchased for the Plan on or prior to the
required closing date for the purchase. Expenses incurred in the purchase of
shares shall also be paid by the Company.

         5.6 PAYMENT OF DEDUCTIONS TO THE TRUSTEE. Participating Companies shall
pay to the Trustee or to the order of the Trustee payroll deductions made during
a Month prior to the time required for the closing of purchases of Common Stock
for the Plan, as directed by the Committee. Interest shall not accrue on any
amount paid to the Trustee or otherwise allocated to an Investment Account
pending investment in Common Stock or other distribution.

6. CHANGE IN PARTICIPATION, WITHDRAWALS AND DISTRIBUTIONS

         6.1 PERIOD OF PARTICIPATION. After an Eligible Associate has become a
Participant in the Plan, such participation will continue thereafter, so long as
the Plan continues in effect, until the employment of the Participant with all
Participating Companies terminates, the Participant ceases to make contributions
to the Plan and makes a complete withdrawal from the Plan, or the Participant
ceases to be an Eligible Associate.

         6.2 CHANGE IN PARTICIPATION. A Participant may change the amount of the
Participant's payroll deductions in accordance with rules established by the
Committee.

         6.3 PARTIAL WITHDRAWALS. The Trustee shall deliver whole shares
allocated to a Participant's Investment Account upon written request for a
partial withdrawal received in accordance with rules established by the

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Committee so long as the Participant's Investment Account following such
delivery contains at least one share or such other amount as the Committee may
from time to time require. Deliveries shall be made as soon as practicable after
the request is received.

         6.4 COMPLETE WITHDRAWAL, TERMINATION OF EMPLOYMENT, DEATH. A
Participant may effect a complete withdrawal from the Plan by giving notice in
accordance with rules established by the Committee. A withdrawal from the Plan
shall also be deemed to occur at such time as the Participant ceases to be an
Eligible Associate for any reason, including death, or upon the occurrence of
such other event as may herein be specified as one which triggers a withdrawal.
The Employer shall give prompt notice to the Trustee of such withdrawal. Upon
any such withdrawal the Participant, or the Participant's beneficiary or estate
in the case of death, shall be entitled to receive from the Trustee, as soon as
practicable after the Trustee shall have completed its purchases of Common Stock
hereunder with all funds attributable to amounts received by the Trustee with
respect to the part of the Purchase Period that precedes the effective date of
such withdrawal: (a) the number of whole shares of Common Stock credited to the
account of such Participant, (b) cash in the amount of any fractional share
credited to the Participant's Investment Account and (c) any cash balance
credited to such Participant's Accounts which has not been invested by the
Trustee. In the case of the death of the Participant the deliveries shall be
made to the beneficiary designated by the Participating Associate in a writing
filed with the Company. If no beneficiary has been designated, or if the
designated beneficiary does not survive the Participating Associate, such amount
and all shares shall be delivered to the Participant's estate.

         6.5 PLAN RE-ENTRY; SUSPENSION DURING APPROVED LEAVE. A Participant who
withdraws from the Plan and continues to otherwise be an Eligible Associate may
re-enter the Plan in accordance with such rules as the Committee may establish;
provided that until the Committee otherwise specifies, re-entry may be effected
at any time in accordance with the Enrollment Procedure. A Participant whose
contributions under the Plan shall have been temporarily discontinued shall not
be considered to have withdrawn from the Plan.

7. REGISTRATION OF SHARES

         The shares to be delivered to a Participant will be issued in such
registration as shall have been specified by the Participant in accordance with
procedures established by the Committee. The Committee may, in its discretion,
restrict the use of any form of registration other than registration solely in
the name of the Participant and may permit such other registrations as may be
permitted under Section 423 of the Code and related Code sections and rules. The
shares of a Participant who is a minor may, with the consent of the Committee,
and upon written instructions by such associate, be registered in the name of an
adult as custodian for such minor associate.

8. REQUIRED NOTICE OF SUBSEQUENT SALE

         As a condition of participation in the Plan, each Participating
Associate agrees to notify the Company if the Participant sells or otherwise
disposes of any of the Participant's shares of Common Stock within two years of
the Investment Date on which such shares were purchased.

9. STATEMENT OF ACCOUNT


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         As soon as practicable after the end of each calendar quarter each
Participant will receive from the Trustee or the Company a statement of the
Participant's account with respect to such period, subject to the right of the
Committee to prescribe the form and content of such statement and to otherwise
change the frequency, coverage and delivery of such statement.

10. EXERCISE OF VOTING AND OTHER RIGHTS

         Prior to the time when the Trustee makes delivery to the Participating
Associate of the shares of Common Stock held in the Participant's Investment
Account, the Trustee will exercise all voting rights pertaining to the shares of
Common Stock allocated to the Investment Account of each Participant only in
accordance with written directions, if any, given to the Trustee by such
Participant prior to the date fixed for the exercise of such voting rights. In
the absence of such direction, the Trustee shall not vote allocated shares but
may vote any unallocated Common Stock in its discretion. All stock rights or
offers received by the Trustee with respect to any Common Stock held by it
hereunder shall be exercised by the Trustee to the extent appropriately
specified in writing by Participants with respect to Common Stock allocated to
the Investment Accounts of such Participants. Rights or offers relating to any
unallocated Common Stock shall be exercised or otherwise disposed of by the
Trustee in its discretion.

11. DESIGNATION OF BENEFICIARY

         A Participant may file with the Company a written designation of a
beneficiary with respect to the assets in the accounts of the Participant in the
event of the Participant's death, provided that no such designation shall be
effective unless so filed prior to the death of the Participant. The written
designation of a beneficiary filed with the Company may be changed or revoked by
the sole action of the Participant unless such action is precluded by statute.
If upon the death of a Participant there is doubt as to the right of any
beneficiary to receive any amount, the Committee may direct the Trustee to
retain such amount, without liability for any interest thereon, until the rights
thereto are determined, or the Committee may direct the Trustee to distribute
such amount into any court of appropriate jurisdiction, in either of which
events neither the Trustee nor the Committee nor any Employer shall be under any
further liability to anyone with respect to such amount.

12. SALE OF SHARES

         A Participating Associate shall have the right to direct the Trustee to
sell shares in the Participant's Investment Account in lieu of a withdrawal or
distribution of the shares in kind; provided that the Committee may adopt rules
regulating such elections, the timing of such sales, and requirements that sales
be aggregated with other sales. The Committee may also choose to completely or
temporarily suspend or terminate such rights. Upon any permitted direction to
sell, the Trustee will sell all shares allocated to the Investment Account that
are covered by the direction together with any fractional interest that may be
aggregated with other fractional interests into a whole share, and remit the
proceeds of such sale, less brokerage commissions and other selling expenses to
the Participant or other permitted distributee. The Trustee may, consistent with
applicable securities laws, sell the shares in private transactions, in the open
market, or to the Company. If so directed the Trustee shall sell the shares to
the Company. Any sale of shares to the Company shall be effected at Fair Market
Value on the date of purchase.


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13. ADMINISTRATION OF THE PLAN

         13.1 THE COMMITTEE. The Plan shall be administered by the Committee,
which shall consist of not less than two members appointed by the Board.
Committee members shall be directors, officers or salaried employees of the
Company. The Board from time to time may appoint members previously appointed
and may fill vacancies, however caused, in the Committee.

         13.2 THE TRUSTEE. The Committee will designate one or more individuals,
a bank, trust company or investment firm having trust powers to act as trustee
under the Plan (the "Trustee"), with the right in the Committee to change such
designation in its discretion. The Trustee will hold all funds received by it
under the Plan and, until delivery thereof to the Participants hereunder, all
shares of Common Stock acquired by the Trustee under the Plan. The Trustee may
rely on all orders, requests, and instructions with respect to the Plan given in
writing and signed by any person authorized by the Committee or the Company's
Board of Directors, and the Trustee shall not be liable to any person for any
action taken in accordance therewith. The Trustee or such other agent as the
Trustee may appoint to effect purchases under the Plan shall be an "agent
independent of the issuer" within the meaning of Regulation M of the Securities
and Exchange Commission, as amended.

         13.3 AUTHORITY OF THE COMMITTEE. Subject to the express provisions of
the Plan, the Committee shall have the authority to take any and all actions
(including directing the Trustee as to the acquisition of shares) necessary to
implement the Plan, to interpret the Plan, to prescribe, amend and rescind rules
and regulations relating to it, and to make all other determinations necessary
or advisable in administering the Plan. All of such determinations shall be
final and binding upon all persons. A quorum of the Committee shall consist of a
majority of its members and the Committee may act by vote of a majority of its
members at a meeting at which a quorum is present, or without a meeting by a
written consent to the action taken signed by all members of the Committee. The
Committee may request advice or assistance or employ such other persons as are
necessary for proper administration of the Plan. To the extent that the
Committee exercises discretionary authority with respect to the establishment
and modification of rules, regulations and guidelines for the administration of
the Plan, such rules and rule changes shall be made to apply uniformly to all
Participants, consistent with the requirements of Section 423 of the Code.

14. LIMITATION ON PURCHASES

         No Participating Associate may purchase during any one calendar year
under the Plan (or under any other plan of the Company, a Parent or Subsidiary
qualified under Code section 423) shares of Common Stock having an aggregate
Fair Market Value (determined by reference to the Fair Market Value on each
Investment Date) in excess of the limitations of Code section 423(b)(8).

         A Participating Associate's Payroll Deduction Account may not be used
to purchase Common Stock on any Investment Date to the extent that after such
purchase the Participating Associate would own (or be considered as owning
within the meaning of Code section 424(d)) stock possessing 5 percent or more of
the total combined voting power of the Company or its Parent or Subsidiary. For
this purpose, Common Stock which the Participating Associate may purchase under
any outstanding rights to purchase shall be treated as owned by such
Participating Associate. As of the first Investment Date on which this

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paragraph limits a Participating Associate's ability to purchase Common Stock,
the associate shall cease to be an Eligible Associate.

15. RIGHTS NOT TRANSFERABLE

         Rights under the Plan are not transferable by a Participating Associate
otherwise than by will or the laws of descent and distribution, and are
exercisable, during the Associate's lifetime, only by the Associate.

16. CHANGE IN CAPITAL STRUCTURE

         In the event of a stock dividend, stock split or combination of shares,
recapitalization or merger in which the Company is the surviving corporation or
other change in the Company's capital stock (including, but not limited to, the
creation or issuance to shareholders generally of rights, options or warrants
for the purchase of Common Stock or preferred stock of the Company), the number
and kind of shares of stock or securities of the Company to be subject to the
Plan, the maximum number of shares or securities which may be delivered under
the Plan, the selling price and other relevant provisions shall be appropriately
adjusted by the Committee, whose determination shall be binding on all persons.

         If the Company is a party to a consolidation or a merger in which the
Company is not the surviving corporation, a transaction that results in the
acquisition of substantially all of the Company's outstanding stock by a single
person or entity, or a sale or transfer of substantially all of the Company's
assets, the Committee may take such actions with respect to the Plan as the
Committee deems appropriate.

         Notwithstanding anything in the Plan to the contrary, the Committee may
take the foregoing actions without the consent of any Participant, and the
Committee's determination shall be conclusive and binding on all persons for all
purposes.

17. AMENDMENT OF THE PLAN

         The Board of Directors may at any time, or from time to time, amend the
Plan in any respect; provided, however, that the shareholders of the Company
must approve any amendment that would (i) increase the number of securities that
may be issued under the Plan, or (ii) modify the requirements as to eligibility
for participation in the Plan.

18. TERMINATION OF THE PLAN

         The Plan and all rights of associates hereunder shall terminate:

                  a. on the Investment Date that Participating Associates become
entitled to purchase a number of shares greater than the number of reserved
shares remaining available for purchase; or

                  b. at any date at the discretion of the Board of Directors.

         In the event that the Plan terminates under circumstances described in
(a) above, reserved shares remaining as of the termination date shall be issued
to Participating Associates on a pro rata basis. Upon termination of the Plan,
all


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amounts in an associate's Payroll Deduction Account that are not used to
purchase Common Stock will be refunded.

19. EFFECTIVE DATE OF PLAN

         The Plan was approved by the Board of Directors on March 20, 1997, and
shall become effective on August 1, 1997, subject to receiving shareholder
approval.

20. GOVERNMENT AND OTHER REGULATIONS

         The Plan, and the grant and exercise of the rights to purchase shares
hereunder, and the Company's obligation to sell and deliver shares upon the
exercise of rights to purchase shares, shall be subject to all applicable
federal, state and foreign laws, rules and regulations, and to such approvals by
any regulatory or government agency as may, in the opinion of counsel for the
Company, be required.

21. INDEMNIFICATION AND LIABILITY OF COMMITTEE AND TRUSTEE

         The Committee and all persons employed by each Participating Company
who are engaged in administering the Plan shall be entitled to rely upon all
valuations, certificates and reports furnished by the Trustee or by any
accountant or actuary selected by the Committee and upon all opinions given by
any legal counsel selected by the Committee. The members of the Committee, the
Trustee, each Participating Company, and all persons employed by each
Participating Company and the Trustee who are engaged in administering the Plan
(a) shall be fully protected with respect to any action taken by them in good
faith and all actions so taken shall be conclusive and binding upon all persons
having or claiming to have any interest under the Plan; and (b) shall not be
personally liable by reason of any instrument made or executed by them or on
their behalf or in the course of administering the Plan or for any mistake of
judgment made by them or any other person, or for any neglect, omission or
wrongdoing of any other person or for any loss to the Plan unless resulting from
their own willful misconduct. No member of the Committee shall have any
liability to any person for any action or omission except each for his own
individual willful misconduct.

         Service on the Committee shall constitute service as a director of the
Company so that members of the Committee shall be entitled to indemnification
and reimbursement as directors of the Company pursuant to its Articles of
Incorporation and Bylaws.

         In addition to the foregoing, each member of the Committee, the
Trustee, and each director and officer of each Participating Company shall be
indemnified by the Company against all expenses (including costs and attorneys
fees) actually and necessarily incurred or paid by such person in connection
with the defense of any action, suit or proceeding in any way relating to or
arising from the Plan to which the Participant may be made a party by reason of
the party being or having been such member of the Committee, Trustee, director
or officer or by reason of any action or omission or alleged action or omission
by him in such capacity, and against any amount or amounts which may be paid by
him (other than to the Employer) in reasonable settlement of any such action,
suit or proceeding, where the Company has consented to such settlement. In cases
where such action, suit or proceeding shall proceed to final adjudication, such
indemnification shall not extend to matters as to which it shall be adjudged
that such member of the Committee, Trustee, director or officer is liable for
willful misconduct in the performance of the duties of such person as such. The
right of indemnification herein provided shall not be exclusive of other rights
to which any member of the Committee, Trustee, director or officer may now or
hereafter be entitled, shall continue as to a person who has ceased to be such
member of the Committee,

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Trustee, director or officer and shall inure to the benefit of the heirs,
executors, administrators, successor or assigns of such members of the
Committee, director or officer.

22. APPLICABLE LAW

         The place of administration of the Plan shall conclusively be deemed to
be within the State of Kansas and the validity, construction, interpretation and
administration of the Plan and of any rules or regulations or determinations or
decisions made thereunder, and the rights of any and all persons having or
claiming to have any interest therein or thereunder, shall be governed by and be
determined exclusively and solely in accordance with, the laws of the State of
Kansas. Without limiting the generality of the foregoing, the period within
which any action arising under or in connection with the Plan, or any payment or
award made or purportedly made under or in connection therewith, must be
commenced shall be governed by the laws of the State of Kansas, irrespective of
the place where the act or omission complained of took place and of the
residence of any party to such action and irrespective of the place where the
action may be brought.