Payless Shoesource Inc – Material Contracts – BamSEC

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from S-4/A ~10 pages Deferred Compensation Plan

from S-4 ~10 pages Indemnification Agreement

from S-4 ~20 pages Amended and Restated Change of Control Agreement

from S-4 ~50 pages Amended and Restated Employment Agreement

from S-4 ~50 pages Deferred Compensation 401(k) Mirror Plan

from S-4 ~10 pages Stock Appreciation & Phantom Stock Unit Plan

from S-4 ~20 pages Supplementary Retirement Plan

from S-4 ~20 pages 1996 Stock Incentive Plan as Amended

from 10-K ~10 pages Material contract

from 10-K ~20 pages Material contract

from 10-K >50 pages Material contract

from 10-Q ~10 pages Phantom Stock Plan 10.18

from 10-Q ~10 pages Excutive Incentive Plan 10.17

from 10-Q ~10 pages Deferred Compensation Plan 10.16

from 10-Q ~5 pages Restricted Stock Plan 10.8

from 10-Q ~20 pages Stock Incentive Plan 10.5

from 10-Q ~10 pages Copy of Executive Incentive Compensation Plan

from 10-Q ~20 pages Amended Tax Sharing Agreement

from 10-12B/A ~10 pages Form of Administrative Services Agreement

from 10-12B/A ~50 pages Form of Sublease Dated 4/2/96