8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

May 22, 2008
Date of Report (Date of earliest event reported)

COLLECTIVE BRANDS, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE
(State or Other Jurisdiction of Incorporation)

1-14770	43-1813160
(Commission File Number)	(IRS Employer Identification No.)

3231 Southeast Sixth Avenue
Topeka, Kansas 66607-2207
(Address of Principal Executive Office) (Zip Code)

(785) 233-5171
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers

On May 22, 2008, a letter agreement was executed with Collective Brands, Inc., a Delaware corporation (the “Company”) clarifying the definition of “good reason” under the provisions of the employment agreement entered into on May 20, 2005, between the Company and Matthew E. Rubel.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Exhibit
10.1	Letter Agreement between the Company and Matthew E. Rubel clarifying his employment agreement dated May 20, 2005.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	COLLECTIVE BRANDS, INC.
Date: May 27, 2008	By:	/s/ Ullrich E. Porzig
		Ullrich E. Porzig
		Senior Vice President           Chief Financial Officer           and Treasurer

EXHIBIT INDEX

Exhibit No.	Exhibit
10.1	Letter Agreement between the Company and Matthew E. Rubel clarifying his employment agreement dated May 20, 2005.

EX-10.1

Exhibit 10.1

May 20, 2008

Matthew E. Rubel
Collective Brands, Inc.
3231 SE Sixth Avenue
Topeka, Kansas 66607

Dear Matt,

As you know, the Board is evaluating the possibility of combining the role of Chairman and Chief Executive Officer. I write to confirm your agreement with the Company concerning the applicability of such a combination and its aftermath to the provisions of your May 20, 2005 Employment Agreement with the Company, as amended (the “Agreement”). By your signature below, you agree that if the Board of Directors does determine to designate you as, and add to your Company title the title of, Chairman of the Board of the Company for a period of time, your later removal from the position of Chairman of the Board (and the subsequent alteration of your title to reflect such removal) would not constitute “good reason” for purposes of the Agreement, including in particular Section 5(c)(1) thereof, solely in the event if such removal were determined by the Board, on the written advice of outside counsel, to be legally necessary to comply with a change after the date hereof in a legal, regulatory or stock exchange listing requirement[s], and you hereby waive, pursuant to Section 13(g) of the Agreement, any right to claim “good reason” solely as a result of such removal action by the Board.

Please sign below to acknowledge your understanding and agreement to the foregoing.

Regards,

/s/ Mylle Mangum Mylle Mangum

Chairman

Compensation, Nominating & Governance

Agreed:

/s/ Mathew E. Rubel Matthew E. Rubel

Date: May 22, 2008

Collective Brands, Inc. 3231 S.E. 6th Avenue, Topeka, KS 66607-2207