SUPPLEMENTARY RETIREMENT ACCOUNT PLAN

EXHIBIT 10.6

COLLECTIVE BRANDS, INC.

SUPPLEMENTARY RETIREMENT ACCOUNT PLAN

TABLE OF CONTENTS

Section 1. Definitions			1
1.1 Account Balance			1
1.2 Actuarial Equivalent			1
1.3 Associate			1
1.4 Basic Credit			1
1.5 Basic Credit Account			1
1.6 Cause			1
1.7 CEO			2
1.8 Change in Control of the Company			2
1.9 Code			3
1.10 Committee			3
1.11 Company			3
1.12 Company Service			3
1.13 Compensation			4
1.14 Competing Business			4
1.15 Discretionary Credit			5
1.16 Discretionary Credit Account			5
1.17 Effective Date			5
1.18 Employer			5
1.19 Executive Management Member			5
1.20 Fiscal Year			5
1.21 Key Employee			6
1.22 Member			6
1.23 Minimum Benefit			6

1.24 Payless Profit Sharing Plan			6
1.25 Payment Date			6
1.26 Performance Credit			6
1.27 Performance Credit Account			6
1.28 Performance Goal			6
1.29 Performance Measures			6
1.30 Plan Year			7
1.31 Termination of Employment			7
1.32 Transition Credit			7
1.33 Transition Credit Account			7
1.34 Trust			7
Section 2. Membership			7
2.1 Prior Members			7
2.2 New Members			7
2.3 Reemployed Members			8
2.4 Eligibility for Benefits			8
Section 3. Benefits			9
3.1 Transition Credit			9
3.2 Basic Credit			9
3.3 Performance Credit			10
3.4 Discretionary Credit			10
3.5 Vesting			11
3.6 Adjustment of Account Balance			11
3.7 Minimum Benefit			12

3.8 Distributions to Members			12
3.9 Death of Member			14
3.10 Noncompetition			14
3.11 Indirect Payment of Benefits			15
3.12 Withholding			15
Section 4. Administration of the Plan			15
4.1 The Committee			15
4.2 Delegation of Duties			15
4.3 Authority			15
Section 5. Claims Procedure			16
5.1 Claim			16
5.2 Claim Decision			16
5.3 Request for Review			16
5.4 Review of Decision			17
Section 6. Certain Rights and Obligations			18
6.1 Rights of Members and Beneficiaries			18
6.2 Employer-Associate Relationship			18
6.3 Unfunded Nature of Plan			18
6.4 Trust			18
Section 7. Non-Alienation of Benefits			19
7.1 Provisions with Respect to Assignment and Levy			19
7.2 Alternate Application			19

Section 8. Amendment and Termination			19
8.1 Company’s Rights			19
8.2 Rights to Terminate			20
Section 9. Construction			20
9.1 Governing Law			20
9.2 Terms and Headings			20

Collective Brands, Inc. Supplementary Retirement Account Plan

This document constitutes and sets forth the terms of the Collective Brands, Inc. Supplementary Retirement Account Plan, which is an amendment and restatement of the Payless ShoeSource Supplementary Retirement Plan effective as of January 1, 2008.

Section 1. Definitions.

1.1 Account Balance means, with respect to a Member, a credit on the records of the Employer equal to the sum of (i) the Transition Credit Account balance, (ii) the Basic Credit Account balance, (iii) the Performance Credit Account balance, and (iv) the Discretionary Credit Account balance. The Account Balance, and each component thereof, 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 Member, or his or her designated beneficiary, pursuant to this Plan.

1.2 Actuarial Equivalent means a benefit of equivalent value when computed on the basis of the actuarial principles and tables adopted or otherwise approved by the Committee.

1.3 Associate means any associate of an Employer under the Payless Profit Sharing Plan.

1.4 Basic Credit means, for any one Plan Year, the amount determined in accordance with Section 3.2.

1.5 Basic Credit Account means (i) the sum of the Member’s Basic Credits, plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Member’s Basic Credit Account, less (iii) all distributions made to the Member or his or her beneficiary pursuant to this Plan that relate to the Member’s Basic Credit Account.

1.6 Cause means:

     (a) the willful and continued failure by the Member to substantially perform his or her duties with the Company or an Employer (other than any such failure resulting from disability or, in the case of a Member with whom the Company or an Employer has entered into a change in control agreement providing for termination of employment for good reason following a Change in Control of the Company, any such actual or anticipated failure after the Member notifies the Company or an Employer of circumstances constituting good reason which occur after a Change in Control of the Company) after a written demand for substantial performance is delivered to the Member by the Company or Employer, which demand specifically identifies the manner in which the Company or Employer believes the Member has not substantially performed his or her duties, or

     (b) the willful engaging by the Member in conduct that is demonstrably and materially injurious to the Company or Employer, monetarily or otherwise;

provided, however, that a Termination of Employment shall not be deemed for Cause if the Member’s employment agreement with the Company provides a definition of “cause” under which “cause” has not occurred. For the purposes of this Section 1.6, “good reason” has the meaning set forth in the change in control agreement between the Member and the Company or an Employer, if any.

1.7 CEO means the Company’s Chief Executive Officer.

1.8 Change in Control of the Company means:

     (a) 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”) acquires 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 1.8(a), none of the following shall constitute a Change of Control: (i) any acquisition directly from the Company of 30% or less of Outstanding Company Common Stock or Outstanding Company Voting Securities provided that at least a majority of the members of the board of directors of the Company following such acquisition were members of the Incumbent Board at the time of the Board’s approval of such acquisition, (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, or (iv) 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 Stock or the Outstanding Company Voting Securities, then such additional acquisition shall constitute a Change of Control;

     (b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason 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;

     (c) A reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”) is consummated, in each case, unless, immediately following such Business Combination, (A), 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 (x) the corporation resulting from such Business Combination or (y) 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, is represented by the Outstanding Company Common Stock and the Outstanding Company Voting Securities (or, if applicable, is represented by shares into which Outstanding Company Common Stock or Outstanding Company Voting Securities were converted pursuant to such Business Combination) 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, (B) 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 (C) 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

     (d) The stockholders of the Company approve of a complete liquidation or dissolution of the Company.

1.9 Code means the Internal Revenue Code of 1986, as amended from time to time.

1.10 Committee means (i) for purposes of establishing and determining the satisfaction of Performance Goals under Sections 1.28 and 3.3, the Compensation, Nominating and Governance Committee of the board of directors of the Company, and (ii) for all other purposes under the Plan, the committee established by Section 4 of this Plan.

1.11 Company means Collective Brands, Inc., a Delaware corporation, and any other organization which may be a successor to it.

1.12 Company Service means years of service during employment with an Employer, any other subsidiary of the Company or any other affiliated company, determined using the elapsed time method. Members shall receive a year of Company Service on each anniversary date of their commencement of employment with an Employer, subject to any limitations or restrictions as may be imposed in connection with such Employer’s adoption of the Plan; provided, however, that Company Service shall also include service with The May Department Stores Company for a Member who commenced employment with Payless ShoeSource, Inc.:

     (a) on or before May 4, 1996, or

     (b) prior to January 1, 1999 and received credit for service with The May Department Stores Company for benefits purposes at the time of the Member’s initial employment with Payless ShoeSource, Inc.

     In the event of a Member’s Termination of Employment and subsequent reemployment by an Employer, any other subsidiary of the Company or any other affiliated company:

     (c) within 31 days, Company Service shall include the period between such Termination of Employment and such reemployment and Company Service earned prior to such Termination of Employment;

     (d) after 31 days but within one year, Company Service shall not include the period between such Termination of Employment and such reemployment, but shall include Company Service earned prior to such Termination of Employment; or

     (e) after one year, Company Service shall not include the period between such Termination of Employment and such reemployment, and Company Service earned prior to such Termination of Employment shall be forfeited.

1.13 Compensation means base salary and any annual incentive payment received by an Associate from any Employer during any Plan Year, including amounts not otherwise includable in the Member’s taxable income pursuant to Code Section 125 or 402(e)(3), and amounts subject to the Collective Brands, Inc. Deferred Compensation Plan. Compensation shall not include any discretionary or special cash awards, including, but not limited to, retention, spot awards, home sale bonuses, CEO discretionary cash awards and sign on bonuses.

1.14 Competing Business includes for purposes of this Plan, but is not limited to, the following:

     (a) any retail business with gross sales or revenue in the prior fiscal year of more than $25 million (or which is a subsidiary, affiliate or joint venture partner of a business with gross sales or revenue in the prior fiscal year of more than $25 million) that sells footwear

and/or accessories at retail to consumers at price points competitive, or likely to be competitive, with the Company (e.g. including, without limitation, Wal-Mart Stores, Inc., Sears Holdings Corporation, Target Corporation, Shoe Zone Limited, Bata Limited, Aldo Shoes, Inc., Genesco, Inc., Footlocker, Inc., Brown Shoe Company, Inc., Shoe Carnival, Inc., Kohl’s Corporation, Liz Claiborne Inc., Big 5 Sporting Goods Corporation, and J.C. Penney Company, Inc.) within 10 miles of any Company store or the store of any wholesale customer of the Company in the United States or anywhere in any foreign country in which the Company has retail stores, franchisees or wholesale customers;

     (b) any franchising or wholesaling business with gross sales or revenue in the prior fiscal year of more than $25 million (or which is a subsidiary, affiliate or joint venture partner of a business with gross sales or revenue in the prior fiscal year of more than $25 million) which sells footwear at wholesale to franchisees, retailers or other footwear distributors located within 10 miles of any Company store or the store of any wholesale customer of the Company in the United States, or anywhere in any foreign country in which the Company has retail stores, franchisees or wholesale customers;

     (c) any footwear and/or accessory manufacturing business with gross sales or revenue in the prior fiscal year of more than $25 million (or which is a subsidiary, affiliate or joint venture partner of a business with gross sales or revenue in the prior fiscal year of more than $25 million) that sells footwear and/or accessories to retailers or other footwear distributors located within 10 miles of any Company store or the store of any wholesale customer of the Company in the United States, or anywhere in any foreign country in which the Company has retail stores, franchisees or wholesale customers (e.g. including without limitation, Nine West Shoes, Dexter Shoe Company, Liz Claiborne Inc., Wolverine World Wide, Inc., The Timberland Company, Nike, Inc., Reebok International Ltd., K-Swiss Inc. and Adidas Salomon AG); or

     (d) any business that provides buying office services to any store or group of stores or businesses referred to in (a), (b) and (c) above.

1.15 Discretionary Credit means, for any one Plan Year, the amount determined in accordance with Section 3.4.

1.16 Discretionary Credit Account means (i) the sum of the Member’s Discretionary Credits, plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Member’s Discretionary Credit Account, less (iii) all distributions made to the Member or his or her beneficiary pursuant to this Plan that relate to the Member’s Discretionary Credit Account.

1.17 Effective Date means January 1, 2008. The Plan was originally effective on May 4, 1996.

1.18 Employer means the Company and, if authorized by the Company to participate herein, any subsidiary of the Company or any other affiliated company which elects to participate herein.

1.19 Executive Management Member means any Member who is employed by an Employer in a position at the level of Vice President or above.

1.20 Fiscal Year means the fiscal year of the Company.

1.21 Key Employee shall means any Member who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof) based upon the 12-month period ending on each December 31 ^st (such 12-month period is referred to below as the “identification period”). All Members who are determined to be key employees under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period shall be treated as Key Employees for purposes of the Plan during the 12-month period that begins on the first day of the 4 ^th month following the close of such identification period. For purposes of determining whether a Member is a Key Employee, the definition of compensation set forth in Treasury Regulation Section 1.415(c)-2(a) shall be applied [without respect to any safe harbor provided in Section 1.415(c)-2(d), without respect to the special timing rules in Section 1.415(c)-2(e), and without respect to any of the special rules in Section 1.415(c)-2(g)].

1.22 Member means any person included in the membership of the Plan as provided in Section 2.

1.23 Minimum Benefit means the amount determined in accordance with Section 3.7.

1.24 Payless Profit Sharing Plan means the Payless ShoeSource, Inc. 401(k) Profit Sharing Plan, as amended from time to time, and any other successor retirement plan which may be designated by the Committee, including the Payless ShoeSource, Inc. Profit Sharing Plan for Puerto Rico Associates.

1.25 Payment Date means January 1 or July 1 of any Plan Year; provided, however, that payment on any subsequent day during the same Plan Year shall constitute payment on the applicable Payment Date.

1.26 Performance Credit means, for any one Plan Year, the amount determined in accordance with Section 3.3.

1.27 Performance Credit Account means (i) the sum of the Member’s Performance Credits, plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Member’s Performance Credit Account, less (iii) all distributions made to the Member or his or her beneficiary pursuant to this Plan that relate to the Member’s Performance Credit Account.

1.28 Performance Goal means the goal or goals established with respect to the Executive Management Members for a Plan Year by the Committee pursuant to Section 3.3.

1.29 Performance Measures means any of the following performance criteria, either alone or in any combination, and may be expressed with respect to the Company or one or more operating units, groups, or any Employer, as the Committee may determine: cash flow; cash flow from operations; total earnings; earnings per share, diluted or basic; earnings per share from continuing operations, diluted or basic; earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; earnings from continuing operations; net asset turnover; inventory turnover; net earnings; operating earnings; operating margin; return on equity; return on net assets; return on total assets; return on capital; return on investment; return on sales; revenues; sales; market share; economic value added; expense reduction levels; stock price; total shareholder return and operating income. For any Plan Year, Performance Measures may be determined on an absolute basis or relative to internal goals or relative to levels attained in a year or years prior to such Plan Year or related to other companies or indices or as ratios expressing relationships between two or more Performance Measures. For any Plan Year, the Committee shall provide how any Performance Measure shall be adjusted to the extent necessary to exclude the effects of extraordinary, unusual, or non-recurring items; changes in applicable laws, regulations, or accounting principles; currency fluctuations; discontinued operations; non-cash items, such as amortization, depreciation, or reserves; or any recapitalization, restructuring, reorganization, merger, acquisition, divestiture, consolidation, spin-off, split-up, combination, liquidation, dissolution, sale of assets, or other similar corporate transaction, or stock dividends, or stock splits or combinations.

1.30 Plan Year means the period between January 1 ^st and December 31 ^st of each year.

1.31 Termination of Employment means a Member’s separation from service with all Employers, other subsidiaries of the Company and other affiliated companies, involuntarily or voluntarily, for any reason other than death, as determined in accordance with Code Section 409A.

1.32 Transition Credit means the amount determined in accordance with Section 3.1.

1.33 Transition Credit Account means (i) the Member’s Transition Credit, plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Member’s Transition Credit Account, less (iii) all distributions made to the Member or his or her designated beneficiary pursuant to this Plan that relate to the Member’s Transition Credit Account.

1.34 Trust means one or more trusts, commonly referred to as a “rabbi trust,” established between the Company and the trustee named therein, as amended from time to time.

Section 2. Membership.

2.1 Prior Members . Each Associate who was a Member on December 31, 2007, under the terms and conditions of the Plan in effect on such date, shall continue to be a Member on the Effective Date.

2.2 New Members. On or after the Effective Date, each Associate not described in Section 2.1 shall become a Member hereunder on January 1 of the first Plan Year (or such earlier date determined by the Committee, in its sole discretion) on or after the date that both of the following requirements are satisfied:

     (a) such Associate is employed by an Employer in a position at the level of Director or above; and

     (b) such Associate’s base salary in effect on December 31 of the immediately preceding Plan Year (or such other date determined by the Committee, in its sole discretion) equaled or exceeded 150% of the dollar amount in effect under Code Section 414(q) for such Plan Year or such larger amount that the Committee, in its sole discretion, determines for such Plan Year;

provided, however, that any Associate who is employed by an Employer that is organized under the laws of any country other than the United States, or who participates in the retirement or pension scheme of any such country, shall not be eligible to become a Member; provided, however, that if an Associate is not employed by an Employer on the date the requirements under this Section 2.2 are satisfied, such Associate shall not become a Member until the date he or she becomes employed by an Employer; provided, however, the CEO as of the Effective Date shall not be a Member; provided, however, that an Associate shall not become a Member if an employment agreement between such Associate and an Employer provides that such Associate shall not become a Member; provided, however, that, on or before the date an Associate would otherwise become a Member under this Section 2.2, the Committee may, in its sole discretion, exclude such Associate from membership in the Plan (and, in its sole discretion, the Committee may designate any such Associate as a Member as of any subsequent date that the Committee determine, provided that such Associate satisfies the requirements under this Section 2.2 on such date).

2.3 Reemployed Members. In the event of a Member’s Termination of Employment and subsequent reemployment by an Employer:

     (a) if such reemployment occurs within one year after the date of such Termination of Employment, such former Member shall resume active membership in the Plan on the date of such reemployment, provided that such former Member is reemployed in a position at the level of Director or above and his or her base salary in effect upon such reemployment equals or exceeds the dollar amount determined under Section 2.2(b) for the immediately preceding Plan Year;

     (b) if such reemployment occurs more than one year after the date of such Termination of Employment, or such former Member is reemployed in a position below the level of Director or his or her base salary in e