COLLECTIVE BRANDS, INC. DEFERRED COMPENSATION PLAN FOR NON-MANAGEMENT DIRECTORS

Exhibit 10.1

COLLECTIVE BRANDS, INC.

DEFERRED COMPENSATION PLAN

As

Amended and restated January 1, 2008

COLLECTIVE BRANDS, INC.
DEFERRED COMPENSATION PLAN
FOR NON-MANAGEMENT DIRECTORS

Section 1. Purpose.

     The purpose of this Plan is to provide an opportunity for Non-Management Directors of Collective Brands, Inc. to defer all or a portion of their Annual Retainer(s) including any equity compensation granted under the Stock Plan for Non-Management Directors of Collective Brands, Inc. and any cash compensation earned, other than meeting fees, for service on the Board.

Section 2. Definitions.

	(a)		Account means 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 Installment means annual installments over the number of years selected by the Participant, calculated in accordance with Section 5 of the Plan.
	(c)		Annual Retainer means 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)		Beneficiary means 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 Form means 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)		Board means the board of directors of the Company.
	(g)		Cash Unit means an accounting equivalent of one dollar of cash.
	(h)		Cash Unit Account means an account on the records of the Company in respect of Cash Units which have been and/or may be allocated to a

			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 Control means 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; or
	b.		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; or
	d.		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)		Code means the Internal Revenue Code of 1986, as amended.
	(k)		Company means Collective Brands, Inc., a Delaware corporation.
	(l)		Election Form means 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 Director means a member of the Board who is not, at the time an election to defer is made, an employee officer of the Company.
	(n)		Participant means a Non-Management Director who elects to participate in the Plan.
	(o)		Plan means the Deferred Compensation Plan for Non-Management Directors of Collective Brands, Inc., as described herein.
	(p)		Plan Administrator means one or more employees of the Company designated by the Board to administer activities of the Plan as set forth herein.

	(q)		Plan Year means May 1 to April 30 th of each year.
	(r)		Stock means the common stock of the Company as defined in the Stock Plan.
	(s)		Stock Plan means the Stock Plan for Non-Management Directors of Collective Brands, Inc., all of the relevant terms of which are incorporated herein.
	(t)		Stock Unit means an accounting equivalent of one share of Stock.
	(u)		Stock Unit Account means 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 Emergency means 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

			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 31 st 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

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. G