0001193125-12-261508 Sample Contracts

COLLECTIVE BRANDS, INC.
Discretionary Cash Award Agreement • June 6th, 2012 • Collective Brands, Inc. • Retail-shoe stores • Kansas

Pursuant to the terms and conditions of the Collective Brands, Inc. Incentive Compensation Plan (the “Plan”), you have been granted the cash award outlined below:

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Restricted Stock Award Agreement
Restricted Stock Award Agreement • June 6th, 2012 • Collective Brands, Inc. • Retail-shoe stores • Delaware

Pursuant to the terms and conditions of the Stock Plan for Non-Management Directors of Collective Brands, Inc. (the “Director Plan”), you have been granted a Restricted Stock Award of [# of shares] (the “Restricted Stock”) as outlined below:

Date: May 7, 2012 To: Executive Name Re: Discretionary Cash Award Agreement
Discretionary Cash Award Agreement • June 6th, 2012 • Collective Brands, Inc. • Retail-shoe stores

As part of our ongoing review of company plans and agreements, we have reviewed the Discretionary Cash Award Agreements for the following awards (collectively, your “Award”) granted by Collective Brands, Inc., a Delaware corporation and its affiliates and subsidiaries (the “Company”):

DISCRETIONARY CASH AWARD AGREEMENT
Discretionary Cash Award Agreement • June 6th, 2012 • Collective Brands, Inc. • Retail-shoe stores • Kansas

This AGREEMENT is made as of March 25, 2010 (“the Effective Date”), by and between COLLECTIVE BRANDS, INC., a Delaware corporation, and its parent, subsidiaries, affiliates and related companies (“the Company”), and (“Executive”).

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