Exhibit 10.1
 COLLECTIVE BRANDS, INC.
 DEFERRED COMPENSATION PLAN
 FOR NON-MANAGEMENT DIRECTORS
 As
 Amended and restated January 1, 2008




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COLLECTIVE BRANDS, INC.
DEFERRED COMPENSATION PLAN
FOR NON-MANAGEMENT DIRECTORS
 Section 1. Purpose.
  Section 2. Definitions.
 (a)
    
    Accountmeans with respect to a Participant, a credit on the records of
the Company equal to the sum of (i) the Participants Cash Unit Account balance and
(ii) the Participants Stock Unit Account balance. The Account balance, and each
other specified account balance, shall be a bookkeeping entry only and shall be
utilized solely as a device for the measurement and determination of the amounts to
be paid to a Participant, or his or her designated Beneficiary, pursuant to the
terms of the Plan.(b)
    
    Annual Installmentmeans annual installments over the number of years
selected by the Participant, calculated in accordance with Section 5 of the Plan.(c)
    
    Annual Retainermeans the annual grant of restricted Stock under the
Stock Plan and any annual award of cash compensation, excluding meeting fees,
payable for service on the Board.(d)
    
    Beneficiarymeans one or more persons, trusts, estates or other
entities, designated in accordance with Section 7 of this Plan, that are entitled
to receive benefits under this Plan upon the death of a Participant.(e)
    
    Beneficiary Designation Formmeans the form established from time to
time by the Plan Administrator that a Participant completes, signs and returns to
the Plan Administrator to designate one or more Beneficiaries.(f)
    
    Boardmeans the board of directors of the Company.(g)
    
    Cash Unitmeans an accounting equivalent of one dollar of cash.(h)
    
    Cash Unit Accountmeans an account on the records of the Company in
respect of Cash Units which have been and/or may be allocated to a
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Participant in the manner hereinafter set forth. A Participants Cash Unit Account
shall include interest in the form of additional Cash Units credited to the Cash
Unit Account annually until all distributions have been completed.(i)
    
    Change of Controlmeans the first to occur of any of the following
events:
 a.
    
    One person, or more than one person acting as a
group, acquires ownership of Stock of the Company that, together with
Stock held by such person or group, constitutes more than 50% of the total
fair market value or total voting power of the Stock of the Company; orb.
    
    One person, or more than one person acting as a
group, acquires (or has acquired during the 12-month period ending on the
date of the most recent acquisition by such person or group) ownership of
Stock of the Company possessing 30% or more of the total voting power of
the Stock of the Company;c.
    
    A majority of the members of the Board is replaced
during any 12-month period by directors whose appointment or election is
not endorsed by a majority of the members of the Board prior to the date
of such appointment or election; ord.
    
    One person, or more than one person acting as a
group, acquires (or has acquired during the 12-month period ending on the
date of the most recent acquisition by such person or group) assets from
the Company that have a total gross fair market value equal to or more
than 40% of the total gross fair market value of all assets of the Company
immediately prior to such acquisition or acquisitions.
 (j)
    
    Codemeans the Internal Revenue Code of 1986, as amended.(k)
    
    Companymeans Collective Brands, Inc., a Delaware corporation.(l)
    
    Election Formmeans the form established from time to time by the Plan
Administrator that a Participant completes, signs and returns to the Plan
Administrator to make an election under the Plan.(m)
    
    Non-Management Directormeans a member of the Board who is not, at the
time an election to defer is made, an employee officer of the Company.(n)
    
    Participantmeans a Non-Management Director who elects to participate
in the Plan.(o)
    
    Planmeans the Deferred Compensation Plan for Non-Management Directors
of Collective Brands, Inc., as described herein.(p)
    
    Plan Administratormeans one or more employees of the Company
designated by the Board to administer activities of the Plan as set forth herein.
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(q)
    
    Plan Year means May 1 to April 30thof each year.(r)
    
    Stockmeans the common stock of the Company as defined in the Stock
Plan.(s)
    
    Stock Planmeans the Stock Plan for Non-Management Directors of
Collective Brands, Inc., all of the relevant terms of which are incorporated
herein.(t)
    
    Stock Unitmeans an accounting equivalent of one share of Stock.(u)
    
    Stock Unit Accountmeans an account on the records of the Company in respect of
Stock Units which have been and/or may be allocated to a Participant in the manner
hereinafter set forth.(v)
    
    Unforeseeable Emergencymeans a severe financial hardship of a
Participant or his or her Beneficiary resulting from (i) an illness or accident of
the Participant, the Participants spouse, the Participants Beneficiary or the
Participants dependent (as defined in Code Section 152, without regard to Section
152(b)(1), (b)(2) and (d)(1)(B)), (ii) loss of the Participants property due to
casualty, or (iii) other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant.
 Section 3. Enrollment.
 (a)
    
    Initial Election. A Non-Management Director who first becomes eligible to
participate in the Plan after the first day of a calendar year must properly complete,
execute and return to the Plan Administrator an Election Form within thirty (30) days
after he or she first becomes eligible to participate in the Plan, or within such other
earlier deadline as may be established by the Plan Administrator, in its sole discretion,
in order to participate for the Plan Year that begins in such calendar year. In
addition, the Plan Administrator shall establish from time to time such other enrollment
requirements as it determines in its sole discretion are necessary. An eligible
Non-Management Director who satisfies the enrollment requirements of this subsection shall
commence participation in the Plan as of the date his or her Election Form is returned to
the Plan Administrator. An election to defer under the Plan is irrevocable and a
Participant must make a new election for each Plan Year.(b)
    
    Subsequent Elections. Except as otherwise provided in Section 3(a), each
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Non-Management Director who is eligible to participate in the Plan shall properly complete,
execute and return to the Plan Administrator an Election Form on or before the December
31st preceding the start of the Plan Year, or such earlier deadline as may be
established by the Plan Administrator in its sole discretion, in order to participate for
that Plan Year. In addition, the Plan Administrator shall establish from time to time such
other enrollment requirements as it determines in its sole discretion are necessary. An
eligible Non-Management Director who satisfies the enrollment requirements of this
subsection shall commence or continue participation in the Plan as of the first day of the
applicable Plan Year. An election to defer under the Plan is irrevocable and a Participant
must make a new election each year.(c)
    
    Proper Election Required. If a Non-Management Director fails to meet the
requirements contained in this Section 3, within the period required, that Non-Management
Director shall not be eligible to participate in the Plan during the applicable Plan Year.
 Section 4. Deferral Commitments and Account Crediting
 (a)
    
    For each Plan Year, a Participant may elect to defer, all or a portion of the
Participants equity and/or cash components of his or her Annual Retainer payable during
such Plan Year. If a Participant elects to defer at all, the minimum amount that may be
deferred is $1,000. If a proper election is not made for a Plan Year, then the amount
deferred for such Plan Year shall be zero. Notwithstanding the foregoing, if a
Participant first becomes a Participant after the start of the calendar year in which a
Plan Year commences, then the deferral amount shall be limited to the amount of the Annual
Retainer payable during such Plan Year but not yet earned by the Participant as of the
date the Participant submits an Election Form to the Plan Administrator in accordance with
Sections 3 and 4.(b)
    
    Depending upon a Participants election, a Participants Account will be credited
with either Cash Units or Stock Units. Annual Retainers awarded in the form of restricted
Stock under the Stock Plan are automatically credited as Stock Units, when deferred. Cash
compensation awarded as a part of an Annual Retainer may be credited as Cash Units or
Stock Units, based upon a Participants election.(c)
    
    If a Participant elects to defer all or a portion of the cash component of his or her
Annual Retainer into Cash Units, the Participants Cash Unit Account will be credited with
one Cash Unit for each dollar deferred, as of the date such compensation is earned.
Interest in the form of additional Cash Units is credited to the Participants Cash Unit
Account annually on such date and at such interest rate determined by the Board from time
to time. Earnings credited to the Participants Cash Unit Account are dependent on each
years interest rate. Until determined otherwise by the Board, interest shall be
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credited annually as of the first day of May each year and shall be at a rate equal to
the average yield on long-term U.S. Government Bonds (as determined by the Board of
Governors of the Federal Reserve Board and published in the Federal Reserve Bulletin)
for the preceding calendar year, compounded annually, provided, however, that if the
method of calculation of such average yield shall be changed, or if the determination
and/or the publication thereof be discontinued, then the Board shall substitute
therefor such alternative method of determining such interest rate as it, in its
discretion, shall deem appropriate.(d)
    
    If a Participant elects to defer all or a portion of the cash component of his or her
Annual Retainer into Stock Units, the Participants Stock Unit Account will be credited,
as of the date such compensation is earned, with Stock Units equivalent in value to such
amount of the Participants Annual Retainer that is so deferred into Stock Units. For
crediting purposes, the number of such Stock Units will be determined by dividing the
amount of such compensation earned as of any date by the closing price of the Stock on the
date of the Companys annual stockholder meeting immediately preceding such date.(e)
    
    If a Participant elects to defer all or a portion of the equity component of his or
her Annual Retainer (restricted Stock), the Participants Stock Unit Account will be
credited, as of the date such restricted Stock vests, with Stock Units equal in number to
the number of shares of Restricted Stock that is so deferred.
 Section 5. Distributions
 (a)
    
    In connection with a Participants initial election to defer an Annual Retainer, the
Participant shall irrevocably elect to receive a distribution of his or her Cash and Stock
Unit Accounts in the form of a lump sum payment or in up to 15 Annual Installments after the
Participants termination from the Board. Notwithstanding the foregoing, in the case of a
Non-Management Director who first became a Participant prior to January 1, 2008, such
Participant may make a new election on or before December 31, 2008, which shall be
irrevocable, to receive such distribution in either of such forms. A Participant may make
separate elections under this subsection with respect to his or her Cash and Stock Unit
Accounts.(b)
    
    Distributions from the Plan shall be paid out on or beginning the May 1 following the last
calendar year in which the Participant served as a Non-Management Director of the Board, and,
if applicable, subsequent Annual Installments shall be paid during the month of May in each
succeeding year during the period elected by the Participant.(c)
    
    Distribution of a Participants Cash Unit Account shall be made in cash. If a Participant
has elected to have his or her Cash Unit Account distributed in a lump sum, the amount of such
distribution shall be equal the number of Cash Units
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credited to the Participants Cash Unit Account on the date of distribution. If a
Participant has elected to have his or her Cash Unit Account distributed in Annual
Installments, the amount of each Annual Installment shall be calculated by multiplying the
number of Cash Units credited to the Participants Cash Unit Account on the date of
distribution by a fraction, the numerator of which is one, and the denominator of which is
the remaining number of Annual Installments due the Participant. By way of example, if the
Participant elects a 10-year Annual Installment, the first Annual Installment shall be 1/10
of the Cash Unit Account, calculated as described in this subsection. The following year,
the Annual Installment shall be 1/9 of the Cash Unit Account, calculated as described in
this subsection.(d)
    
    Distributions from a Participants Stock Unit Account shall be made in whole shares of Stock.
If the Participant has elected to have his or her Stock Unit Account distributed in a lump
sum, the number of shares of Stock to be so distributed to such Participant shall equal the
number of whole Stock Units then in his or her Stock Unit Account. If a Participant has
elected to have his or her Stock Unit Account distributed in Annual Installments, the number
of shares of Stock to be distributed on a particular Annual Installment distribution date
shall be calculated as follows: such number of shares of Stock shall be equal to the product,
disregarding fractions, of the total number of Stock Units then credited to the Participants
Stock Unit Account multiplied by a fraction, the numerator of which shall be one and the
denominator of which shall be the number of remaining Annual Installments due the Participant;
and in the case of the last distribution, shall be the number of shares of Stock equal to the
whole Stock Units then remaining in the Participants Stock Unit Account. The Participants
Stock Unit Account shall be decreased by one Stock Unit for each share of Stock distributed to
a Participant. Any fractional Stock Unit shall not be distributed in Stock, but shall be
distributed in cash based on the average of the high and low trading prices of the Stock on
the New York Stock Exchange as of the date of last distribution or, if the New York Stock
Exchange is not open on such date, the first preceding day it was open.(e)
    
    Notwithstanding the above, a Participant may request immediate payment of some or all of Participants Cash Unit Account as a result of an Unforeseeable Emergency. The payout, if
any, from the Plan shall not exceed the lesser of (i) the Participants Cash Unit Account,
calculated as of the close of business on or as soon as administratively feasible after the
date on which the amount becomes payable, as determined by the Plan Administrator, or (ii) the
amount necessary to satisfy the Unforeseeable Emergency, plus amounts necessary to pay
Federal, state, or local income taxes or penalties reasonably anticipated as a result of the
distribution, if any. Notwithstanding the foregoing, a Participant may not receive a payout
from the Plan to the extent that the Unforeseeable Emergency is or may be relived (A) through
reimbursement or compensation by insurance or otherwise, (B) by liquidation of the
Participants assets, to the extent the liquidation of such assets would not itself cause
severe financial hardship or (C) by cessation of
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deferrals under this Plan. If the Plan Administrator approves a Participants petition for
payout from the Plan due to an Unforeseeable Emergency, the Participant shall receive a
payout from the Plan within sixty (60) days of the date of such approval, and the
Participants deferrals under the Plan shall be terminated as of the date of such approval.
Notwithstanding the foregoing, the Plan Administrator shall interpret all provisions
relating to a payout and/or termination of deferrals under this subsection in a manner that
is consistent with Code Section 409A and related Treasury guidance and Regulations.
 Section 6. Death of Participant.
  Section 7. Beneficiary Designation
  Section 8. Recapitalization.
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Section 9. Participants Right Unsecured; Investments.
  Section 10. Administration of the Plan.
   Section 11. Successors.
  Section 12. Alienation.
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Section 13. Withholding.
  Section 14. Distribution in the Event of Income Inclusion under 409A.
  Section 15. Change of Control.
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