EX-10.47






Exhibit 10.47




FOURTH AMENDMENT TO THE

DICK’S SPORTING GOODS SUPPLEMENTAL SMART SAVINGS PLAN




     WHEREAS, Dick’s Sporting Goods, Inc. (the “Company”) established the Dick’s Sporting Goods
Supplemental Smart Savings Plan (the “Plan”) for the benefit of certain employees;



     WHEREAS, pursuant to Section 7.1 of the Plan, the Company reserves the right to amend the
Plan; and



     WHEREAS, the Company wishes to amend the Plan to (i) reflect certain provisions of Section
409A of the Internal Revenue Code , (ii) clarify the manner in which deferrals may be transferred
between the Dick’s Sporting Goods Officers’ Supplemental Savings Plan and this Plan, (iii) clarify
the manner in which the Company may delegate its authority and responsibility under the Plan and
(iv) make other clarifying changes.



     NOW THEREFORE, the Plan is amended effective as of the dates specified below as follows:



1. Effective as of July 1, 2006, Section 2.2 is amended to read as follows:





	 	2.2	 	Affiliated Company
	 
	 	 	 	Affiliated Company means any entities with whom the Company would be
considered a single employer under Code Sections 414(b) or 414(c).





2. Effective as of the date set forth below, Section 2.9 of the Plan is amended to read as follows:





	 	2.9	 	Committee
	 
	 	 	 	Committee means the committee of the Company that will be responsible for
the administration of the Plan pursuant to Article IX, or if no committee
has been established, Committee means the Company.





3. Effective as of July 1, 2006, Section 2.10 of the Plan is amended to read as follows:





	 	2.10	 	Company
	 
	 	 	 	Company means Dick’s Sporting Goods, Inc.





4. Effective as of July 1, 2006, Section 2.17 of the Plan is amended to read as follows:





	 	2.17	 	Eligible Employee
	 
	 	 	 	Eligible Employee means any senior managers and other highly compensated
employees of the Company who are designated by the Committee for
participation. Eligible Employee also means any senior manager and other
highly compensated employees of Affiliated Companies who are designated by
the Committee for participation.





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5. Effective as of April 1, 2007, a new Section 2.22A is added to the Plan as follows:





	 	2.22A	 	OSSP
	 
	 	 	 	OSSP means the Dick’s Sporting Goods Officers’ Supplemental Savings Plan.





6. Effective as of July 1, 2006, the first sentence of Section 2.29 of the Plan is amended to read
as follows:





Separation from Service means the termination of employment by an employee from the
Company and its Affiliated Companies.



7. Effective as of July 1, 2006, Section 2.29B of the Plan is amended to read as follows:





	 	2.29B	 	 Similar Deferred Compensation Arrangements
	 
	 	 	 	Similar Deferred Compensation Arrangements means all agreements, methods,
programs, and other arrangements sponsored by the Company and its Affiliated
Companies that would be aggregated with any terminated and liquidated
agreements, methods, programs, and other arrangements under Treasury
Regulation Section 1.409A-1(c) if the same Participant had deferrals of
compensation under all of the agreements, methods, programs, and other
arrangements that are terminated and liquidated.





8. Effective as of April 1, 2007, Section 4.1 of the Plan is amended by adding the following new
subsection (h):





	 	(h)	 	amounts transferred from the OSSP.





9. Effective as of July 1, 2006, a new Section 4.3(f) is added to the Plan as follows:





	 	(f)	 	Notwithstanding the foregoing, Participants were permitted to revise
elections as to time and form of payment pursuant to the Code Section 409A
transition relief.





10. Effective as of April 1, 2007, a new Section 4.7 is added to the Plan as follows:





	 	4.7	 	Transfers between OSSP and the Plan
	 
	 	 	 	In the case of an Eligible Employee who becomes eligible to participate in
this Plan during the Plan Year, but who cannot make a mid-year election
because the Eligible Employee was eligible for the OSSP, any deferral
election that such Eligible Employee had under the OSSP shall be transferred
to and apply under this Plan for the remainder of the Plan Year. Matching
Contributions made on deferrals after the date the Eligible Employee becomes
a Participant in this Plan may be made in accordance




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	 	 	 	with this Plan. Elections made by the Eligible Employee under the OSSP as
to time and form of payment of amounts deferred for the Plan Year shall
apply not only to amounts deferred under the OSSP, but also to amounts
deferred for the remainder of the Plan Year under this Plan.
	 
	 	 	 	In the case of an individual who ceases to be eligible for this Plan during
a Plan Year but becomes eligible to participate in the OSSP during the Plan
Year, any deferral election that such individual had under this Plan shall
be transferred to and apply under the OSSP for the remainder of the Plan
Year. Matching contributions made on deferrals after the date the
individual becomes a participant in the OSSP will be made in accordance with
the OSSP. Elections made by such individual under this Plan as to time and
form of payment of amounts deferred for the Plan Year shall apply not only
to amounts deferred under this Plan, but also to amounts deferred for the
remainder of the Plan Year under the OSSP.
	 
	 	 	 	In the case of a Participant who previously was eligible for the OSSP and
becomes eligible to participate in this Plan, such Participant’s account
balance under the OSSP shall be transferred to this Plan as soon as
administratively practicable. Elections made by the Participant under the
OSSP as to time and form of payment of such transferred amounts shall
continue to apply under this Plan. The vesting schedule applicable under
the OSSP to such transferred amounts shall continue to apply under this
Plan.
	 
	 	 	 	In the case of a Participant who ceases to be eligible for this Plan and
becomes eligible to participate in the OSSP, such Participant’s account
balance under this Plan shall be transferred to the OSSP as soon as
administratively practicable. Elections made by the Participant under this
Plan as to time and form of payment of such transferred amounts shall
continue to apply under the OSSP. The vesting schedule applicable under
this Plan to such transferred amounts shall continue to apply under the
OSSP.





11. Effective as of July 1, 2006, Section 6.2 of the Plan is amended to replace the phrase
“Separation from Service with the Company” with “Separation from Service” wherever it appears.




12. Effective as of the date set forth below, Section 7.1 of the Plan is amended to read as
follows:





	 	7.1	 	Amendments
	 
	 	 	 	The Company may amend the Plan at any time by action of its board of
directors. The Company, by action of its board of directors, may delegate
its authority to amend the Plan to a committee or individuals. No




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	 	 	 	amendment may reduce the amount credited to Participant Accounts, except as
may otherwise be required by law.





13. Effective as of the date set forth below, the first sentence of Section 7.2(a) of the Plan is
amended to read as follows:





Except for such modifications, limitations or restrictions as may otherwise be
required to avoid current income taxation or other adverse tax consequences as a
result of changes to the tax laws and regulations applicable to the Plan, no Plan
amendment or termination shall adversely affect the benefits accrued to date under
the Plan or otherwise reduce the then outstanding balances credited to Accounts, and
all amounts deferred prior to the date of such Plan amendment or termination shall,
subject to the foregoing exception, continue to become due and payable in accordance
with the distribution provisions of Article VI as in effect immediately prior to
such amendment or termination.



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     IN WITNESS WHEREOF, the Company has caused this Fourth Amendment to be executed this  4th
 day of December, 2008.



	 	 	 	 	 	 	 
	 

	 	By:

	 	/s/ Kathryn L. Sutter
 

	 	 
	 
	 

	 	
Title:
	 	
 

SVP, Human Resources
	 	 






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