CHANGE OF CONTROL AGREEMENT



                  This AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (this

"Agreement"), restated as of the __ day of _________, 2004 (the "Restatement

Effective Date"), by and between Payless ShoeSource, Inc., a Delaware

corporation (the "Company"), and ____________ (the "Executive") amends and

restates that certain Change of Control Agreement, dated as of ______________,

by and between the Company and the Executive.



                  WHEREAS, the Board of Directors of the Company (the "Board"),

has determined that it is in the best interests of the Company and its

stockholders to assure that the Company will have the continued dedication of

the Executive, notwithstanding the possibility, threat or occurrence of a Change

of Control (as defined herein). The Board believes it is imperative to diminish

the inevitable distraction of the Executive by virtue of the personal

uncertainties and risks created by a pending or threatened Change of Control and

to encourage the Executive's full attention and dedication to the current

Company and in the event of any threatened or pending Change of Control, and to

provide the Executive with compensation and benefits arrangements upon a Change

of Control that ensure that the compensation and benefits expectations of the

Executive will be satisfied and that are competitive with those of other

corporations. Therefore, in order to accomplish these objectives, the Board has

caused the Company to enter into this Agreement.



                  NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



                  SECTION 1. CERTAIN DEFINITIONS. (a) "Effective Date" means the

first date on which a Change of Control occurs. Notwithstanding anything in this

Agreement to the contrary, if a Change of Control occurs and if the Executive's

employment with the Company is terminated without Cause or for Good Reason

within one year prior to the date on which the Change of Control occurs then

"Effective Date" means the date immediately prior to the date of such

termination of employment unless such termination did not occur at the request

of a third party that has taken steps reasonably calculated to effect a Change

of Control. Further, notwithstanding anything in this Agreement to the contrary,

if a Potential Change of Control occurs and if the Executive's employment with

the Company is terminated as provided in Section 5(e), then "Effective Date"

means the date immediately prior to the date of such termination of employment.



(b)      "Change of Control Period" means the period commencing on the

Effective Date and ending on the third anniversary thereof.



(c)      "affiliated company" means any company controlled by, controlling or

under common control with the Company.



(d)      "Change of Control" means:



                  (1)      The acquisition by 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



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amended (the "Exchange Act")) (a "Person") of 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(d), 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; or



                  (2)      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; or



                  (3)      Consummation of a reorganization, merger,

consolidation or sale or other disposition of all or substantially all of the

assets of the Company (a "Business Combination"), 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



                                      -2-



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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

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