0000950137-08-004915 Sample Contracts

Second Amendment to Term Loan Agreement
Term Loan Agreement • April 1st, 2008 • Collective Brands, Inc. • Retail-shoe stores • New York

This Second Amendment to Term Loan Agreement, dated as of March 11, 2008 (this “Second Amendment”), to the Term Loan Agreement referred to below, among Collective Brands Finance, Inc., a Nevada corporation (formerly known as “Payless ShoeSource Finance, Inc.”, the “Borrower”), Collective Brands, Inc., a Delaware corporation (the “Parent”), the Lenders (as defined in the Term Loan Agreement), Citicorp North America, Inc., as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”) and JPMORGAN CHASE BANK, N.A., as a Lender.

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Mr. Matthew E. Rubel, 2100 West 59th Street, Mission Hills, KS 66208-1110 Re: Employment Agreement Amendment Dear Matt:
Your Employment Agreement • April 1st, 2008 • Collective Brands, Inc. • Retail-shoe stores

This is an Amendment to Your Employment Agreement (this “Amendment”) with Payless ShoeSource, Inc., a Delaware corporation (the “Company”). You and the Company entered into an employment agreement, dated May 20, 2005 (your “Employment Agreement”). In accordance with the provisions set forth in Section 13(g) of your Employment Agreement, you and the Company hereby amend your Employment Agreement, effective on the date hereof, as set forth below.

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