-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FW18vCD6mVPVPo4Uw5qV/JkLG++VH3sumJQS8iJDIBhzMqiTWRmMfx1EUeUmQ5fj Q/Te3W4iF/iOVdCsgUfzhA== 0001175751-06-000004.txt : 20060418 0001175751-06-000004.hdr.sgml : 20060418 20060418172625 ACCESSION NUMBER: 0001175751-06-000004 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030523 FILED AS OF DATE: 20060418 DATE AS OF CHANGE: 20060418 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PAYLESS SHOESOURCE INC /DE/ CENTRAL INDEX KEY: 0001060232 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 431813160 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 BUSINESS ADDRESS: STREET 1: 3231 SOUTH EAST SIXTH STREET CITY: TOPEKA STATE: KS ZIP: 66607-2207 BUSINESS PHONE: 7852335171 MAIL ADDRESS: STREET 1: 3231 S E 6TH ST CITY: TOPEKA STATE: KS ZIP: 66607-2207 FORMER COMPANY: FORMER CONFORMED NAME: PAYLESS SHOESOURCE HOLDINGS INC DATE OF NAME CHANGE: 19980421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WHEELER ROBERT C CENTRAL INDEX KEY: 0001175751 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14770 FILM NUMBER: 06765487 BUSINESS ADDRESS: BUSINESS PHONE: 7852952087 MAIL ADDRESS: STREET 1: 3231 S E SIXTH AVENUE CITY: TOPEKA STATE: KS ZIP: 66607 4/A 1 edgar.xml PRIMARY DOCUMENT X0202 4/A 2003-05-23 2003-05-23 0001060232 PAYLESS SHOESOURCE INC /DE/ PSS 0001175751 WHEELER ROBERT C 3231 S.E. SIXTH AVENUE TOPEKA KS 66607 1 0 0 0 Common Stock 2003-05-23 4 A 0 2418 14.47 A 2418 D Phantom Stock Common Stock 0 6153 D These phantom stock units were acquired under the Company's Deferred Compensation and Restricted Stock Plans for Non-Management Directors and will be settled in shares of stock on a one-for-one basis following termination of service as a Director. Harold J. Herman, II, attorney-in-fact 2006-04-18 EX-24 2 wheelerpoa.htm 
Power of Attorney



KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and

appoints Michael J. Massey and Harold J. Herman II, as the undersigned's true and lawful attorney-in-fact and agent, with full and several power of substitutions, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all Form 3, Form 4 or Form 5 and any amendments and supplements to those forms, and to file the same with the Securities and Exchange Commission and with the New York Stock Exchange, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue thereof.  This power of attorney shall remain in effect until revoked in writing by the undersigned, and any person may rely on its bein
g in effect until such person actually receives such written revocation.



Dated this 8th day of May, 2003.



/s/  Robert C. Wheeler







State of   Kansas)

       ) ss.

County  of Topeka)



On this 8th  day of  May, 2003,  before me appeared Robert C. Wheeler, to me known to be the person who executed the foregoing instrument and acknowledged that he or she executed the same as his or her free act and deed.



In Testimony Whereof, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and date first above written.









(SEAL)

 /s/Nancy G. DeBacker

Notary Public



My term expires: 12/15/03
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