-----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, G0yOuISmqRYqKHdyQdOKBy6dQYwLxiw2GWl8L6kszmQ+2XOhbl3amLhG+3xk1UFl QBMtHI1RbRSBKukJieUqMg== 0001175751-06-000006.txt : 20060614 0001175751-06-000006.hdr.sgml : 20060614 20060614110603 ACCESSION NUMBER: 0001175751-06-000006 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060525 FILED AS OF DATE: 20060614 DATE AS OF CHANGE: 20060614 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: 06903947 BUSINESS ADDRESS: BUSINESS PHONE: 7852952087 MAIL ADDRESS: STREET 1: 3231 S E SIXTH AVENUE CITY: TOPEKA STATE: KS ZIP: 66607 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 4/A 1 edgar.xml PRIMARY DOCUMENT X0202 4/A 2006-05-25 2006-05-26 0001060232 PAYLESS SHOESOURCE INC /DE/ PSS 0001175751 WHEELER ROBERT C 3231 S.E. SIXTH AVENUE TOPEKA KS 66607 1 0 0 0 Phantom Stock Units 0 2006-05-25 4 A 0 1955 25.57 A Common Stock 1955 14816 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, Attorney-in-fact 2006-06-14 EX-24 2 attach_1.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 being in

effect until such person actually receives such written

revocation.



Dated this 25th day of May, 2006.



/s/  Robert C. Wheeler





State of   Kansas)

                 ) ss.

County  of Topeka)



On this 25th  day of  May, 2006,  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/Deborah A. Ortega

Notary Public

My term expires: 12/2/08



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