exv10w13






Exhibit 10.13




FOURTH AMENDMENT TO THE

PAYLESS SHOESOURCE, INC. 401(k) PROFIT SHARING PLAN




          WHEREAS, Payless ShoeSource, Inc. (“Company”) previously adopted the Payless ShoeSource, Inc.
401(k) Profit Sharing Plan (“Plan”); and




          WHEREAS, the Company reserved the right to amend the Plan pursuant to Section 18.01 thereof;
and




          WHEREAS, effective February 26, 2009, the Company desires to amend the Plan to reflect a new
Company Matching Contribution formula;




          NOW, THEREFORE, effective February 26, 2009, the Plan is amended as follows:



1. Replace Section 3.02 with the following language





	3.02	 	Amount of Company Matching Contribution. The Company shall, in its discretion,
contribute to the Trust, as of the end of each Plan Year, a total combined amount as to
this Plan and the Payless ShoeSource, Inc. Profit Sharing Plan for Puerto Rico
Associates (“Puerto Rico Plan”) equal to up to 21/2% or more of its Net Profits, until
determined otherwise by the Board of Directors, in the form of a Company Matching
Contribution. Such Company Matching Contributions may be made by an Employer, rather
than by the Company, as to that Employer’s participating Associates. The total amount
of such contribution shall be allocated in proportion to the amount that each Member’s
Contributions under Sections 4.01(a) and 4.01(b) for such Plan Year, up to a total of
5% of such Member’s Pay, bears to the total amount of all Member Contributions up to 5%
of such Members’ Pay. Such Company Matching Contribution shall be determined and paid
to the Trustee as soon as practicable after the close of each Fiscal Year.
Notwithstanding the above, prior to January 1, 2009, the amount of any “employer
matching contribution” the Company or an Employer determines to contribute for Plan
Year 2008 for any Member who was employed by Collective Licensing International LLC as
of December 31, 2008, may be contributed to the Trust as of January 1, 2009 or as soon
as practicable after the close of the Company’s Fiscal Year. For this purpose, the
term “employer matching contribution” shall have such meaning as set forth in the
Collective Licensing International LLC 401(k) Plan (“CLI Plan”) in effect on December
31, 2008. Eligibility for such “employer matching contribution” shall be determined
based upon the rules in effect under the CLI Plan on December 31, 2008. Notwithstanding
any of the above, for Plan Year 2009, and pursuant to Section 3.03 below, any Member
whose employment terminates between January 1st and February 25th during the
2009 Plan Year by reason of Retirement, death or Disability, shall be entitled to a
minimum guaranteed Company Matching Contribution of $.25 per $1.00 of Member
Contributions up to 5% of Pay in accordance with the Plan terms then in effect.




 









 











          IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by a duly authorized
individual this 26th day of February, 2009.




	 	 	 	 	 
	 	 	PAYLESS SHOESOURCE, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Betty Click 
	 

	 	 	 	 
	 

	 	Name:	 	Betty Click 
	 

	 	 	 	 
	 

	 	Title:	 	Senior Vice President—Human
Resources 
	 

	 	 	 	 





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