INDEMNIFICATION
      AGREEMENT

    


    AGREEMENT,
      dated as of the 3rd day of August, 2008, between Collective Brands, Inc., a
      Delaware corporation (the "Company") and Betty J. Click (the
      "Indemnitee").

    


    WHEREAS,
      it is essential to the Company to retain and attract as directors and officers
      the most capable persons available; and

    


    WHEREAS,
      Indemnitee is a director or officer of the Company; and 

    


    WHEREAS,
      both the Company and Indemnitee recognize the increased risk of litigation
      and
      other claims being asserted against directors and officers of public companies
      in today's environment; and

    


    WHEREAS,
      basic protection against undue risk of personal liability of directors and
      officers heretofore has been provided through insurance coverage providing
      reasonable protection at reasonable cost, and Indemnitee has relied on the
      availability of such coverage; but as a result of substantial changes in the
      marketplace for such insurance it generally has become more difficult to obtain
      such insurance on terms providing reasonable protection at reasonable cost;
      and


    


    WHEREAS,
      the Delaware legislature, in recognition of the need to secure the continued
      service of competent and experienced people in senior corporate positions and
      to
      assure that they will be able to exercise judgment without fear of personal
      liability so long as they fulfill the basic duties of honesty, care and good
      faith, has so enacted Section 145 of The Delaware General Corporation Law (the
      "DGCL"), which empowers the Company to indemnify its officers, directors,
      employees and agents and expressly provides that the indemnification provided
      by
      the statute is not exclusive; and 

    


    WHEREAS,
      the Certificate of Incorporation of the Company requires the Company to
      indemnify and advance expenses to its directors and officers to the fullest
      extent now or hereafter authorized or permitted by law and authorizes the
      Company to enter into agreements providing for such indemnification and
      advancement of expenses; and 

    


    WHEREAS,
      in recognition of the fact that the Indemnitee continues to serve as a director
      or officer of the Company, in part in reliance on the aforesaid By-laws, and
      of
      the fact of Indemnitee's need for substantial protection against personal
      liability in order to enhance Indemnitee's continued service to the Company
      in
      an effective manner, and in part to provide Indemnitee with specific contractual
      assurance that the protection promised by such Certificate of Incorporation
      will
      be available to Indemnitee (regardless of, among other things, any amendment
      to
      or revocation of such Certificate of Incorporation or any change in the
      composition of the Company's Board of Directors or any acquisition transaction
      relating to the Company), and due to the possibility that the Company's
      directors' and officers' liability insurance coverage could at some future
      time
      become inadequate, the Company wishes to provide in this Agreement for the
      indemnification of, and the advancing of expenses to, Indemnitee to the fullest
      extent (whether partial or complete) now or hereafter authorized or permitted
      by
      law and as set forth in this Agreement, and, to the extent insurance is
      maintained, for the continued coverage of Indemnitee under the Company's
      directors' and officers' liability insurance policies,


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    NOW,
      THEREFORE, in consideration of the premises and of Indemnitee continuing to
      serve the Company directly or, at its request, with another enterprise, and
      intending to be legally bound hereby, the parties hereto agree as follows:
      

    


    1.
       CERTAIN
      DEFINITIONS:

    


    (1)
       “Approved
      Law Firm” shall mean any law firm (i) located in New York or Delaware, (ii)
      having 50 or more attorneys and (iii) rated "av" by Martindale-Hubbell Law
      Directory; provided, however, that such law firm shall not, for a five- year
      period prior to the Indemnifiable Event, have been engaged by the Company,
      an
      Acquiring Person or the Indemnitee.

    


    (2)
       “Applicable
      Standard of Conduct” shall mean the standard established by Section 145(a)-(b)
      of the DGCL.

    


    (3)
       “Board
      of
      Directors” shall mean the Board of Directors of the Company. 

    


    (4)
       A
“Change
      of Control” shall be deemed to have occurred upon:

    (A) The
      acquisition by any individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of
      Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A)
      the
      then-outstanding shares of common stock of the Company (the “Outstanding Company
      Common Stock”) or (B) the combined voting power of the then-outstanding voting
      securities of the Company entitled to vote generally in the election of
      directors (the “Outstanding Company Voting Securities”); provided,
      however,
      that,
      for purposes of this Section 1(d), none of the following shall constitute a
      Change of Control: (i) any acquisition directly from the Company, (ii) any
      acquisition by the Company, (iii) any acquisition by any employee benefit plan
      (or related trust) sponsored or maintained by the Company or any affiliated
      company, (iv) any acquisition by any corporation pursuant to a transaction
      that
      complies with Sections 1(d)(3)(A), 1(d)(3)(B) and 1(d)(3)(C) or (v) any
      acquisition by the Company which, by reducing the number of shares of
      Outstanding Company Common Stock or Outstanding Company Voting Securities,
      increases the proportionate number of shares of Outstanding Company Common
      Stock
      or Outstanding Company Voting Securities beneficially owned by any Person to
      20%
      or more of the Outstanding Company Common Stock or Outstanding Company Voting
      Securities; provided,
      however,
      that, if
      such Person shall thereafter become the beneficial owner of any additional
      shares of Outstanding Company Common Stock or Outstanding Company Voting
      Securities and beneficially owns 20% or more of either the Outstanding Company
      Common Sock or the Outstanding Company Voting Securities, then such additional
      acquisition shall constitute a Change of Control; or


    
      
         

      

      
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    (B) The
      cessation, for any reason, of individuals who, as of the date hereof, constitute
      the Board (the “Incumbent Board”) to constitute at least a majority of the
      Board; provided,
      however,
      that
      any individual becoming a director subsequent to the date hereof whose election,
      or nomination for election by the Company’s stockholders, was approved by a vote
      of at least a majority of the directors then comprising the Incumbent Board
      shall be considered as though such individual were a member of the Incumbent
      Board, but excluding, for this purpose, any such individual whose initial
      assumption of office occurs as a result of an actual or threatened election
      contest with respect to the election or removal of directors or other actual
      or
      threatened solicitation of proxies or consents by or on behalf of a Person
      other
      than the Board; or

     

    (C) The
      consummation of a reorganization, merger, consolidation or sale or other
      disposition of all or substantially all of the assets of the Company (a
“Business Combination”), in each case, unless, following such Business
      Combination, (i) all or substantially all of the individuals and entities that
      were the beneficial owners, respectively, of the Outstanding Company Common
      Stock and the Outstanding Company Voting Securities immediately prior to such
      Business Combination beneficially own, directly or indirectly, more than 50%,
      respectively, of the then-outstanding shares of common stock and the combined
      voting power of the then-outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the corporation
      resulting from such Business Combination (including, without limitation, a
      corporation that, as a result of such transaction, owns the Company or all
      or
      substantially all of the Company’s assets either directly or through one or more
      subsidiaries) in substantially the same proportions as their ownership
      immediately prior to such Business Combination of the Outstanding Company Common
      Stock and the Outstanding Company Voting Securities, as the case may be, (ii)
      no
      Person (excluding any corporation resulting from such Business Combination
      or
      any employee benefit plan (or related trust) of the Company or such corporation
      resulting from such Business Combination) beneficially owns, directly or
      indirectly, 20% or more of, respectively, the then-outstanding shares of common
      stock of the corporation resulting from such Business Combination or the
      combined voting power of the then-outstanding voting securities of such
      corporation, except to the extent that such ownership existed prior to the
      Business Combination, and (iii) at least a majority of the members of the board
      of directors of the corporation resulting from such Business Combination were
      members of the Incumbent Board at the time of the execution of the initial
      agreement or of the action of the Board providing for such Business Combination;
      or 


    
      
         

      

      
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    (D) The
      approval by the stockholders of the Company of a complete liquidation or
      dissolution of the Company.

     

    (5)
       AClaim@
      shall
      mean any threatened, pending or completed action, suit or proceeding, or any
      inquiry or investigation, whether conducted by the Company or any other party,
      that Indemnitee in good faith believes might lead to the institution of any
      such
      action, suit or proceeding, whether civil, criminal, administrative,
      investigative or other.

    


    (6)
       AExpenses@
      shall
      include attorneys' fees and all other costs, expenses and obligations paid
      or
      incurred in connection with investigating, defending, being a witness in or
      participating in (including on appeal), or preparing to defend, be a witness
      in
      or participate in, any Claim relating to any Indemnifiable Event, together
      with
      interest, computed at the Company's average cost of funds for short-term
      borrowings, accrued from the date of payment of such expense to the date
      Indemnitee receives reimbursement therefor.

    


    (7)
       AIndemnifiable
      Event@
      shall
      mean any event or occurrence related to the fact that Indemnitee is or was
      a
      director, officer, employee, agent or fiduciary of the Company, or is or was
      serving at the request of the Company as a director, officer, employee, trustee,
      agent or fiduciary of another corporation of any type or kind, domestic or
      foreign, partnership, joint venture, trust, employee benefit plan or other
      enterprise, or by reason of anything done or not done by Indemnitee in any
      such
      capacity. Without limitation of any indemnification provided hereunder, an
      Indemnitee serving (i) another corporation, partnership, joint venture or trust
      of which 20 percent or more of the voting power or residual economic interest
      is
      held, directly or indirectly, by the Company, or (ii) any employee benefit
      plan
      of the Company or any entity referred to in clause (i), in any capacity shall
      be
      deemed to be doing so at the request of the Company.

    (8)
       AReviewing
      Party@
      shall be
      (i) the Board of Directors acting by majority vote of directors who are not
      parties to the particular Claim with respect to which Indemnitee is seeking
      indemnification, even through less than a quorum, or (ii) by a committee of
      such
      directors designated by a majority vote of such directors, even though less
      than
      a quorum, or (iii) if there are no such directors, or if such directors so
      direct, (A) by independent legal counsel in a written opinion that
      indemnification is proper in the circumstances because the indemnification
      is
      not precluded by circumstances described in the last sentence of Section 2
      of
      this Agreement and the Applicable Standard of Conduct set forth in Section
      145
      of the DGCL has been met by the Indemnitee or (B) the shareholders upon a
      finding that the Indemnitee has met the Applicable Standard of Conduct referred
      to in clause (iii)(A) of this definition.

    


    (9)
       AVoting
      Securities@
      shall
      mean any securities of the Company which vote generally in the election of
      directors.

    


    2.
       BASIC
      INDEMNIFICATION ARRANGEMENT. If Indemnitee was, is or becomes at any time a
      party to, or witness or other participant in, or is threatened to be made a
      party to, or witness or other participant in, a Claim by reason of (or arising
      in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee
      to the fullest extent now or hereafter authorized or permitted by law as soon
      as
      practicable but in any event no later than 30 days after written demand is
      presented to the Company, against any and all Expenses, judgments, fines
      (including excise taxes assessed against an Indemnitee with respect to an
      employee benefit plan), penalties and amounts paid in settlement (including
      all
      interest, assessments and other charges paid or payable in connection with,
      or
      in respect of, such Expenses, judgments, fines, penalties or amounts paid in
      settlement) of such Claim. If so requested by Indemnitee, the Company shall
      advance (within two business days of such request) any and all Expenses to
      Indemnitee (an "Expense Advance"). Notwithstanding anything in this Agreement
      to
      the contrary, (i) Indemnitee shall not be entitled to indemnification pursuant
      to this Agreement in any action in which the Indemnitee=s
      conduct
      has been finally adjudged to have been knowingly fraudulent, deliberately
      dishonest or willful misconduct; (ii) in any derivative action in which
      Indemnitee has been finally adjudged to be liable to the Company, unless and
      only to the extent that the Court of Chancery or the court in which the
      proceeding was brought shall determine upon application that, despite the
      adjudication of liability but in view of all the circumstances of the case,
      the
      Indemnitee is fairly and reasonably entitled to indemnity for such expenses
      as
      the court shall deem proper, and (iii) prior to a Change in Control Indemnitee
      shall not be entitled to indemnification pursuant to this Agreement in
      connection with any Claim initiated by Indemnitee against the Company or any
      director or officer of the Company unless the Company has joined in or consented
      to the initiation of such Claim.


    
      
         

      

      
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    3.
       PAYMENT.
      Notwithstanding the provisions of Section 2, the obligations of the Company
      under Section 2 (which shall in no event be deemed to preclude any right to
      indemnification to which Indemnitee may be entitled under Section 145(c) of
      the
      DGCL) shall be subject to the condition that the Reviewing Party shall have
      authorized such indemnification in the specific case by having determined that
      the indemnification is not precluded by circumstances described in the last
      sentence of Section 2 of this Agreement and Indemnitee is permitted to be
      indemnified under the Applicable Standard of Conduct set forth in Section
      145(a)-(b) of the DGCL. The Company shall promptly call a meeting of the Board
      of Directors with respect to a Claim and agrees to use its best efforts to
      facilitate a prompt determination by the Reviewing Party with respect to the
      Claim. Indemnitee shall be afforded the opportunity to make submissions to
      the
      Reviewing Party with respect to the Claim. The obligation of the Company to
      make
      an Expense Advance pursuant to Section 2 shall be subject to the condition
      that,
      if, when and to the extent that the Reviewing Party determines that Indemnitee
      would not be permitted to be so indemnified under Section 2 and applicable
      law,
      the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees
      and undertakes to the full extent required by Section 145(e) of the DGCL to
      reimburse the Company) for all such amounts theretofore paid; provided, however,
      that if Indemnitee has commenced legal proceedings in a court of competent
      jurisdiction to secure a determination that Indemnitee should be indemnified
      under applicable law, any determination made by the Reviewing Party that
      Indemnitee would not be permitted to be indemnified under applicable law shall
      not be binding and Indemnitee shall not be required to reimburse the Company
      for
      any Expense Advance until a final judicial determination is made with respect
      thereto (as to which all rights of appeal therefrom have been exhausted or
      lapsed). If there has been no determination by the Reviewing Party or if the
      Reviewing Party determines that Indemnitee substantively would not be permitted
      to be indemnified in whole or in part under applicable law, Indemnitee shall
      have the right to commence litigation in any court in the State of Delaware
      having subject matter jurisdiction thereof and in which venue is proper seeking
      an initial determination by the court or challenging any such determination
      by
      the Reviewing Party or any aspect thereof, and the Company hereby consents
      to
      service of process and to appear in any such proceeding. Any determination
      by
      the Reviewing Party otherwise shall be conclusive and binding on the Company
      and
      Indemnitee.


    
      
         

      

      
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    4.
       CHANGE
      IN
      CONTROL. If there is a Change in Control (other than a Change in Control which
      has been approved by a majority of the Board of Directors who were directors
      immediately prior to such Change in Control) then (i) all determinations by
      the
      Company pursuant to the first sentence of Section 3 hereof and Section 145(d)
      of
      the DGCL shall be made by independent legal counsel in a written opinion
      pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters
      thereafter arising concerning the rights of Indemnitee to indemnity payments
      and
      Expense Advances under this Agreement or any other agreement or By-law of the
      Company now or hereafter in effect relating to Claims for Indemnifiable Events
      (including, but not limited to, any such legal opinion provided under Section
      145 (d) of the DGCL) the Company (including the Board of Directors) shall seek
      legal advice from (and only from) special, independent counsel selected by
      Indemnitee and approved by the Company (which approval shall not be unreasonably
      withheld), and who has not otherwise performed services for the Company (or
      any
      subsidiary of the Company) or an Acquiring Person (or any affiliate or associate
      of such Acquiring Person) or Indemnitee within the last five years (other than
      in connection with such matters). Unless Indemnitee has theretofore selected
      counsel pursuant to this Section 4 and such counsel has been approved by the
      Company, any Approved Law Firm selected by Indemnitee shall be deemed to be
      approved by the Company. Such counsel, among other things, shall render its
      written opinion to the Company, the Board of Directors and Indemnitee as to
      whether and to what extent the Indemnitee would be permitted to be indemnified
      under applicable law. The Company agrees to pay the reasonable fees of the
      special, independent counsel referred to above and to fully indemnify such
      counsel against any and all expenses (including attorneys' fees), claims,
      liabilities and damages arising out of or relating to this Agreement or its
      engagement pursuant hereto. As used in this Agreement, the terms "affiliate"
      and
      "associate" shall have the respective meanings ascribed to such terms in Rule
      12b-2 of the General Rules and Regulations under the Act and in effect on the
      date of this Agreement. 

    


    5.
       INDEMNIFICATION
      FOR ADDITIONAL EXPENSES. The Company shall indemnify Indemnitee against any
      and
      all expenses (including attorneys' fees) and, if requested by Indemnitee, shall
      (within two business days of such request) advance such expenses to Indemnitee,
      which are reasonably incurred by Indemnitee in connection with any claim
      asserted or action brought by Indemnitee for (i) indemnification or advance
      payment of Expenses by the Company under this Agreement or any other agreement
      or By-law of the Company now or hereafter in effect relating to Claims for
      Indemnifiable Events and/or (ii) recovery under any directors' and officers'
      liability insurance policies maintained by the Company, regardless of whether
      Indemnitee ultimately is determined to be entitled to such indemnification,
      advance expense payment or insurance recovery, as the case may
      be.


    
      
         

      

      
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    6.
       PARTIAL
      INDEMNITY, ETC. If Indemnitee is entitled under any provision of this Agreement
      to indemnification by the Company for a portion of the Expenses, judgments,
      fines, penalties and amounts paid in settlement of a Claim but not, however,
      for
      all of the total amount thereof, the Company shall nevertheless indemnify
      Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover,
      notwithstanding any other provision of this Agreement, to the extent that
      Indemnitee has been successful on the merits or otherwise in defense of any
      or
      all Claims relating in whole or in part to an Indemnifiable Event or in defense
      of any issue or matter therein, including dismissal without prejudice,
      Indemnitee shall be indemnified, to the extent permitted by law, against all
      Expenses incurred in connection with such Indemnifiable Event. 

    


    7.
       BURDEN
      OF
      PROOF. In connection with any determination by the Reviewing Party or otherwise
      as to whether Indemnitee is entitled to be indemnified hereunder the burden
      of
      proof shall be on the Company to establish that Indemnitee is not so
      entitled.

    


    8.
       NO
      PRESUMPTION. For purposes of this Agreement, the termination of any claim,
      action, suit or proceeding, whether civil or criminal, by judgment, order,
      settlement (whether with or without court approval) or conviction, or upon
      a
      plea of nolo contendere, or its equivalent, shall not create a presumption
      that
      Indemnitee did not meet any particular standard of conduct or have any
      particular belief or that a court has determined that indemnification is not
      permitted by applicable law.

    


    9.
       NONEXCLUSIVITY,
      ETC. The rights of the Indemnitee hereunder shall be in addition to any other
      rights Indemnitee may have under the Certificate of Incorporation of the
      Company, the DGCL, or otherwise. To the extent that a change in the DGCL
      (whether by statute or judicial decision) permits greater indemnification by
      agreement than would be afforded currently under the Certificate of
      Incorporation of the Company and this Agreement, it is the intent of the parties
      hereto that Indemnitee shall enjoy by this Agreement the greater benefits so
      afforded by such change. 

    


    10.
       LIABILITY
      INSURANCE. To the extent the Company maintains an insurance policy or policies
      providing directors' and officers' liability insurance, Indemnitee shall be
      covered by such policy or policies, in accordance with its or their terms,
      to
      the maximum extent of the coverage available for any director or officer of
      the
      Company.

    


    11.
       PERIOD
      OF
      LIMITATIONS. No legal action shall be brought and no cause of action shall
      be
      asserted by or on behalf of the Company or any affiliate of the Company against
      Indemnitee, Indemnitee's spouse, heirs, executors or personal or legal
      representatives after the expiration of two years from the date of accrual
      of
      such cause of action, and any claim or cause of action of the Company or any
      affiliate shall be extinguished and deemed released unless asserted by the
      timely filing of a legal action within such two-year period; provided, however,
      that if any shorter period of limitations is otherwise applicable to any such
      cause of action, such shorter period shall govern. 


    
      
         

      

      
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    12.
       AMENDMENTS,
      ETC. No supplement, modification or amendment of this Agreement shall be binding
      unless executed in writing by both of the parties hereto. No waiver of any
      of
      the provisions of this Agreement shall be effective unless in writing and no
      written waiver shall be deemed or shall constitute a waiver of any other
      provisions hereof (whether or not similar) nor shall such waiver constitute
      a
      continuing waiver.

    


    13.
       SUBROGATION.
      In the event of payment under the Agreement, the Company shall be subrogated
      to
      the extent of such payment to all of the rights of recovery of Indemnitee,
      who
      shall execute all papers required and shall do everything that may be necessary
      to secure such rights, including the execution of such documents necessary
      to
      enable the Company effectively to bring suit to enforce such
      rights.

    


    14.
       NO
      DUPLICATION OF PAYMENTS. The Company shall not be liable under this Agreement
      to
      make any payment in connection with any Claim made against Indemnitee to the
      extent Indemnitee has otherwise actually received payment (under any insurance
      policy, By-law or otherwise) of the amounts otherwise indemnifiable
      hereunder.

    


    15.
       SPECIFIC
      PERFORMANCE. The parties recognize that if any provision of this Agreement
      is
      violated by the Company, Indemnitee may be without an adequate remedy at law.
      Accordingly, in the event of any such violation, the Indemnitee shall be
      entitled, if Indemnitee so elects, to institute proceedings, either in law
      or at
      equity, to obtain damages, to enforce specific performance, to enjoin such
      violation, or to obtain any relief or any combination of the foregoing as
      Indemnitee may elect to pursue.

    


    16.
       BINDING
      EFFECT, ETC. This Agreement shall be binding upon, inure to the benefit of,
      and
      be enforceable by, the parties hereto and their respective successors (including
      any direct or indirect successor by purchase, merger, consolidation or otherwise
      to all or substantially all of the business and/or assets of the Company),
      assigns, spouses, heirs, and personal and legal representatives. This Agreement
      shall continue in effect regardless of whether Indemnitee continues to serve
      as
      an officer or director of the Company or of any other enterprise at the
      Company's request.

    


    17.
       SEVERABILITY.
      The provisions of this Agreement shall be severable if any of the provisions
      hereof (including any provision within a single section, paragraph or sentence)
      are held by a court of competent jurisdiction to be invalid, void or otherwise
      unenforceable, and the remaining provisions shall remain enforceable to the
      fullest extent permitted by law.

    


    18.
       GOVERNING
      LAW. This Agreement shall be governed by, and be construed and enforced in
      accordance with, the laws of the State of Delaware applicable to contracts
      made
      and to be performed in such state without giving effect to the principles of
      conflicts of laws.

     

    19.
       EFFECTIVE
      TIME. This Agreement shall become effective as of the date first above written.
      The contractual rights of Indemnitee with respect to Indemnifiable Events
      occurring before the Effective Time are governed by the Indemnification
      Agreement between Indemnitee and Payless ShoeSource, Inc., a Missouri
      corporation or Collective Brands, Inc., a Delaware corporation, if any, (the
      APrior
      Agreements@)
      and
      Indemnitee shall have no rights under this Agreement with respect to such
      Indemnifiable Events. The contractual rights of Indemnitee with respect to
      Indemnifiable Events occurring after the Effective Time are governed by this
      Agreement, and Indemnitee shall have no rights against Payless ShoeSource,
      Inc.,
      a Missouri corporation or Collective Brands, Inc., a Delaware corporation,
      under
      any Prior Agreements with respect to such Indemnifiable Events.



    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Company and Indemnitee have executed this Agreement as
      of
      the date first above written.


    


    
      	
              /s/
                Betty J. Click

            
	
              Betty
                J. Click

            
	 
	
              Collective
                Brands, Inc.

            
	 	 
	
              By:

            	
              /s/
                Matthew E. Rubel

            
	
              Name:

            	
              Matthew
                E. Rubel

            
	
              Title:

            	
              Chairman,
                Chief Executive Officer and

            
	 	
              President

            


    


    
      
         

      

      
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