SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

Collective Brands, Inc.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

19421W100

(CUSIP Number)

Gwen G. Reinke

Blum Capital Partners, L.P.

909 Montgomery Street, Suite 400

San Francisco, CA 94133

(415) 434-1111

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a Copy to:

Stephen Fraidin, Esq.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

212-446-4800

May 1, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 15

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CUSIP NO. 19421W100 SCHEDULE 13D Page 2 of 15

1.	NAME OF REPORTING PERSON			BLUM CAPITAL PARTNERS, L.P.
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)				94-3205364
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x        (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS*     See Item 3
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH		7.	SOLE VOTING POWER     -0-
		8.	SHARED VOTING POWER     3,353,369**
		9.	SOLE DISPOSITIVE POWER     -0-
		10.	SHARED DISPOSITIVE POWER     3,353,369**
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     3,353,369**
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     5.5%**
14.	TYPE OF REPORTING PERSON     PN, IA

** See Item 5

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CUSIP NO. 19421W100 SCHEDULE 13D Page 3 of 15

1.	NAME OF REPORTING PERSON			RICHARD C. BLUM & ASSOCIATES,  INC.
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)				94-2967812
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x        (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS*     See Item 3
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH		7.	SOLE VOTING POWER     -0-
		8.	SHARED VOTING POWER     3,353,369**
		9.	SOLE DISPOSITIVE POWER     -0-
		10.	SHARED DISPOSITIVE POWER     3,353,369**
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     3,353,369**
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     5.5%**
14.	TYPE OF REPORTING PERSON     CO

** See Item 5

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CUSIP NO. 19421W100 SCHEDULE 13D Page 4 of 15

1.	NAME OF REPORTING PERSON			BLUM STRATEGIC GP IV, L.L.C.
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)				26-0588693
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x        (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS*     See Item 3
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH		7.	SOLE VOTING POWER     -0-
		8.	SHARED VOTING POWER     3,353,369**
		9.	SOLE DISPOSITIVE POWER     -0-
		10.	SHARED DISPOSITIVE POWER     3,353,369**
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     3,353,369**
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     5.5%**
14.	TYPE OF REPORTING PERSON     OO (Limited Liability Company)

** See Item 5

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CUSIP NO. 19421W100 SCHEDULE 13D Page 5 of 15

1.	NAME OF REPORTING PERSON			BLUM STRATEGIC GP IV, L.P.
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)				26-0588732
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x        (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS*     See Item 3
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH		7.	SOLE VOTING POWER     -0-
		8.	SHARED VOTING POWER     3,353,369**
		9.	SOLE DISPOSITIVE POWER     -0-
		10.	SHARED DISPOSITIVE POWER     3,353,369**
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     3,353,369**
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     5.5%**
14.	TYPE OF REPORTING PERSON     PN

** See Item 5

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CUSIP NO. 19421W100 SCHEDULE 13D Page 6 of 15

Item 1. Security and Issuer

This Schedule 13D is being filed by Blum Capital Partners, L.P., a California limited partnership (“Blum LP”); Richard C. Blum & Associates, Inc., a California corporation (“RCBA Inc.”); Blum Strategic GP IV, L.L.C., a Delaware limited liability company (“Blum GP IV”); and Blum Strategic GP IV, L.P., a Delaware limited partnership (“Blum GP IV LP”) (collectively, the “Reporting Persons”).

This Schedule 13D relates to shares of common stock, $0.01 par value per share (the “Common Stock”), of Collective Brands, Inc., a Delaware corporation (the “Issuer”). The principal executive office and mailing address of the Issuer is 3231 Southeast Sixth Avenue, Topeka, Kansas 66607-2207.

The following amendments to the Schedule 13D are hereby made. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D as previously filed.

Item 2. Identity and Background

Item 2 is hereby amended and restated in its entirety with the following:

Blum LP is a California limited partnership whose principal business is acting as general partner for investment partnerships and providing investment advisory services. Blum LP is an investment adviser registered with the Securities and Exchange Commission. The sole general partner of Blum LP is RCBA Inc.

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CUSIP NO. 19421W100 SCHEDULE 13D Page 7 of 15

The principal business office address of Blum LP and RCBA Inc. is 909 Montgomery Street, Suite 400, San Francisco, California 94133. The names of the executive officers and directors of RCBA Inc., their addresses, citizenship and principal occupations are as follows:

Name and Office Held	Business Address	Citizenship	Principal Occupation or Employment
Richard C. Blum President, Chairman & Director	909 Montgomery St. Suite 400 San Francisco, CA 94133	USA	President & Chairman, Blum LP
Nils Colin Lind Managing Partner & Director	909 Montgomery St. Suite 400 San Francisco, CA 94133	USA and Norway	Managing Partner, Blum LP
Douglas J. Dossey Managing Partner	909 Montgomery St. Suite 400 San Francisco, CA 94133	USA and Italy	Managing Partner, Blum LP
Arthur C. Young Managing Partner	909 Montgomery St. Suite 400 San Francisco, CA 94133	USA	Managing Partner, Blum LP
John H. Park Partner	909 Montgomery St. Suite 400 San Francisco, CA 94133	USA	Partner, Blum LP
David H.S. Chung Partner	909 Montgomery St. Suite 400 San Francisco, CA 94133	USA	Partner, Blum LP
Jane J. Su Partner	909 Montgomery St. Suite 400 San Francisco, CA 94133	USA	Partner, Blum LP
Gwen G. Reinke General Counsel & Chief Compliance Officer	909 Montgomery St. Suite 400 San Francisco, CA 94133	USA	General Counsel & Chief Compliance Officer, Blum LP
Marc T. Scholvinck Partner, Chief Financial Officer, Assistant Secretary & Director	909 Montgomery St. Suite 400 San Francisco, CA 94133	USA	Partner & Chief Financial Officer, Blum LP

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CUSIP NO. 19421W100 SCHEDULE 13D Page 8 of 15

Blum GP IV is a Delaware limited liability company whose principal business is acting as the general partner of Blum GP IV LP, a Delaware limited partnership, whose principal business is acting as the general partner of Blum Strategic Partners IV, L.P. (“Blum Strategic IV”), whose principal office is 909 Montgomery Street, Suite 400, San Francisco, California 94133.

The principal business office address of Blum GP IV and Blum GP IV LP is 909 Montgomery Street, Suite 400, San Francisco, California 94133. The names of the managing members and members of Blum GP IV, their addresses, citizenship and principal occupations are as follows:

Name and Office Held	Business Address	Citizenship	Principal Occupation or Employment
Richard C. Blum Managing Member	909 Montgomery St. Suite 400 San Francisco, CA 94133	USA	President & Chairman, Blum LP
Nils Colin Lind Managing Member	909 Montgomery St. Suite 400 San Francisco, CA 94133	USA and Norway	Managing Partner, Blum LP
Douglas J. Dossey Managing Member	909 Montgomery St. Suite 400 San Francisco, CA 94133	USA and Italy	Managing Partner, Blum LP
Arthur C. Young Managing Member	909 Montgomery St. Suite 400 San Francisco, CA 94133	USA	Managing Partner, Blum LP
John H. Park Member	909 Montgomery St. Suite 400 San Francisco, CA 94133	USA	Partner, Blum LP
David H.S. Chung Member	909 Montgomery St. Suite 400 San Francisco, CA 94133	USA	Partner, Blum LP
Jane J. Su Member	909 Montgomery St. Suite 400 San Francisco, CA 94133	USA	Partner, Blum LP
Gwen G. Reinke Member	909 Montgomery St. Suite 400 San Francisco, CA 94133	USA	General Counsel & Chief Compliance Officer, Blum LP
Marc T. Scholvinck Member	909 Montgomery St. Suite 400 San Francisco, CA 94133	USA	Partner & Chief Financial Officer, Blum LP

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CUSIP NO. 19421W100 SCHEDULE 13D Page 9 of 15

To the best knowledge of the Reporting Persons, none of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Considerations

The source of funds for the purchases of securities was the working capital of Blum LP’s limited partnerships and the partnership for which Blum GP IV LP serves as the sole general partner.

In addition, it is anticipated that the funding for the transactions contemplated by the Merger Agreement (as defined below) will consist of a combination of (i) equity financing in the form of cash to be contributed by the Reporting Persons, Golden Gate (as defined below) and Wolverine (as defined below), (ii) equity financing in the form of Rollover Shares (as defined below) to be transferred to Parent by certain of the Reporting Persons or their affiliates immediately prior to the effective time of the Merger (as defined below) and (iii) debt financing to be incurred by parties other than the Reporting Persons.

Item 4. Purpose of Transaction

Item 4 is hereby amended and restated in its entirety with the following:

Merger Agreement

On May 1, 2012, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with WBG - PSS Holdings LLC, a Delaware limited liability company (“Parent”), WBG - PSS Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and, with respect to certain provisions therein, Wolverine World Wide, Inc. (“Wolverine”). Parent and Merger Sub are directly or indirectly owned by the Reporting Persons, Golden Gate Private Equity, Inc. (“Golden Gate”) and Wolverine.

Pursuant to the terms of the Merger Agreement, and subject to the conditions set forth therein, Merger Sub will merge with and into the Issuer and the Issuer will become a wholly-owned subsidiary of Parent (the “Merger”). At the effective time of the Merger, each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than certain excluded shares), will be converted automatically into the right to receive $21.75 in cash, without interest. Completion of the Merger is subject to the closing conditions set forth in the Merger Agreement, including, among other things, approval by the Issuer’s stockholders and the receipt of applicable antitrust approvals.

CUSIP NO. 19421W100 SCHEDULE 13D Page 10 of 15

The Merger Agreement contains certain termination rights for both the Issuer and Parent, and further provides that, upon termination of the Merger Agreement under specified circumstances, the Issuer will be required to pay Parent a termination fee of $44 million and/or reimburse Parent expenses up to $12.5 million (which reimbursement shall reduce, on a dollar for dollar basis, any termination fee subsequently payable by the Issuer), and Parent will be required to pay the Issuer a reverse termination fee of $84 million (the “Parent Termination Fee”) and/or reimburse certain Issuer expenses.

Concurrently with the execution of the Merger Agreement, Parent entered into an agreement with Wolverine and a subsidiary of Wolverine pursuant to which Parent will transfer or cause to be transferred to a subsidiary of Wolverine certain assets comprising the Collective Brands Performance + Lifestyle Group business of the Issuer (the “PLG Sale”). The completion of the PLG Sale is conditioned on the concurrent completion of the Merger.

Voting Undertakings

On May 1, 2012, certain affiliates of the Reporting Persons and the Issuer entered into Voting Undertakings pursuant to which such affiliates of the Reporting Persons agreed to vote the Common Stock owned by such parties as of the date thereof in favor of the adoption of the Merger and to waive any appraisal rights pursuant to Section 262 of the Delaware General Corporation Law in connection with the Merger.

Equity Commitment Letters

On May 1, 2012, Blum Strategic IV and Golden Gate Capital Opportunity Fund, L.P. (“Golden Gate Opportunity Fund”) each entered into an Equity Commitment Letter with Parent (the “Equity Commitment Letters”) setting forth the terms and conditions upon which each of Blum Strategic IV and Golden Gate Capital Opportunity Fund has committed to, and/or to cause one or more its respective affiliates or co-investors to, capitalize Parent at or prior to the effective time of the Merger with an equity contribution in an amount up to an aggregate of $550 million (less an amount equal to the number of shares of Common Stock contributed to Parent immediately prior to the effective time of the Merger (the “Rollover Shares”) multiplied by $21.75, which is the amount of the per share consideration payable in the Merger) in order to consummate the Merger. The obligations of Blum Strategic IV under its Equity Commitment Letter are subject to (a) the satisfaction or waiver of the conditions to the obligations of Parent to consummate the Merger, (b) the contemplated debt financing having been funded (or the sources thereof having confirmed that they are ready, willing and able to fund the debt financing if the financing contemplated by the Equity Commitment Letters is funded at the closing of the Merger), (c) the simultaneous funding of Golden Gate Opportunity Fund’s equity commitment and (d) the simultaneous closing of the PLG Sale. The obligations of Blum Strategic IV under its Equity Commitment Letter expire upon the earliest to occur of (i) the valid termination of the Merger Agreement in accordance with its terms, (ii) the funding of Blum Strategic IV’s obligations at the closing of the Merger and (iii) the assertion by the Company or any of its affiliates of its right to enforce Blum Strategic IV’s obligations with respect to the Parent Termination Fee under the Limited Guarantee (as defined below). The Equity Commitment Letters contain other customary terms and conditions. The Issuer is a third party beneficiary under the Equity Commitment Letters for purposes of specifically enforcing the terms and provisions thereunder under certain circumstances.

Limited Guarantee

On May 1, 2012, Blum Strategic IV and the Issuer entered into a Limited Guarantee (the “Limited Guarantee”) pursuant to which Blum Strategic IV agreed to provide a guarantee of its applicable percentage of the Parent Termination Fee.

Interim Agreement

On May 1, 2012, Parent, Merger Sub, Wolverine, Golden Gate Opportunity Fund and its affiliated investment funds and Blum Strategic IV and its affiliated investment funds entered into an Interim Agreement (the “Interim Agreement”) setting forth the terms and conditions governing certain aspects of the relationship among the Sponsors, Wolverine and Parent with respect to, among other things, the funding of and consummation of the Merger and the PLG Sale.

Sponsors Agreement

On May 1, 2012, Blum LP and its affiliated investment funds and Golden Gate and its affiliated investment funds (collectively, the “Sponsors”) entered into a Sponsors Agreement (the “Sponsors Agreement”) setting forth the terms and conditions governing certain aspects of the relationship between the Sponsors with respect to, among other things, the funding of and consummation of the Merger and the PLG Sale.

CUSIP NO. 19421W100 SCHEDULE 13D Page 11 of 15

The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, the Voting Undertakings, the Limited Guarantee, the Interim Agreement and the Sponsors Agreement, which are filed herewith as Exhibits B, C, D, E and F, respectively, and incorporated herein by reference.

The Sponsors also expect to enter into additional agreements prior to the completion of the Merger and the PLG Sale relating to their joint ownership of Parent following the completion of the Merger and the PLG Sale.

Other than as described in this Item 4, and except as otherwise disclosed herein or in the Merger Agreement, the Voting Undertakings, the Limited Guarantee, the Interim Agreement or the Sponsors Agreement, each of the Reporting Persons confirms that it does not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Common Stock that may be deemed to be beneficially owned by the Reporting Person(s), or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that any of the Reporting Persons will take any of the actions set forth above.

The information required by Item 4 not otherwise provided herein is set forth in Item 3 and is incorporated herein by reference.

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CUSIP NO. 19421W100 SCHEDULE 13D Page 12 of 15

Item 5. Interest in Securities of the Issuer

(a), (b) According to the Issuer’s proxy statement filed with the Securities and Exchange Commission on April 13, 2012, there were 60,789,565 shares of Common Stock issued and outstanding as of April 1, 2012. Based on such information, after taking into account the transactions described in Item 5(c) below, the Reporting Persons report beneficial ownership of the following shares of Common Stock: (i) 1,210,581 shares of Common Stock held by Blum LP and RCBA Inc. on behalf of the limited partnerships for which Blum LP serves as the general partner, which represents 2.0% of the outstanding shares of the Common Stock; and (ii) 2,142,788 shares of the Common Stock held by Blum GP IV, which serves as general partner of Blum GP IV LP which, in turn, serves as the general partner of Blum Strategic IV, which represents 3.5% of the outstanding shares of the Common Stock.

Voting and investment power concerning the above shares are held solely by Blum LP, and Blum GP IV. The Reporting Persons therefore may be deemed to be members of a group, in which case the group would be deemed to have beneficial ownership of an aggregate of 3,353,369 shares of the Common Stock, which is 5.5% of the outstanding Common Stock. As the sole general partner of Blum LP, RCBA Inc. is deemed the beneficial owner of the securities over which Blum LP has voting and investment power. The filing of this Schedule shall not be construed as an admission that any of the shareholders, directors or executive officers of RCBA Inc. or the managing members and members of Blum GP IV, and Blum GP IV LP, is, for any purpose, the beneficial owner of any of the securities that are beneficially owned by RCBA Inc., Blum GP IV or Blum GP IV LP.

As a result of the matters described in Item 4 above, the Reporting Persons and Golden Gate may collectively be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. As a consequence, each Reporting Person and Golden Gate may be deemed to beneficially own all shares of Common Stock beneficially owned by each other Reporting Person and Golden Gate. To the knowledge of the Reporting Persons, as of May 1, 2012, Golden Gate beneficially owned 364,634 shares of Common Stock. Neither Blum nor Golden Gate has entered into any agreement or understanding that gives the other party the right to acquire, vote or dispose of any shares of Common Stock beneficially owned by the other party.

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CUSIP NO. 19421W100 SCHEDULE 13D Page 13 of 15

(c) During the last 60 days, the Reporting Persons have made the following transactions in the Common Stock:

On March 30, 2012, the Reporting Persons distributed, on a pro rata basis, 276,387 shares of Common Stock to a limited partner in one of the limited partnerships for which Blum LP serves as the general partner and 2,792 shares to Blum LP in a liquidating distribution.

On April 2, 2012, the Reporting Persons distributed, on a pro rata basis, 2,792 shares to the limited partners of Blum LP.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The disclosure provided in Item 6 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

The information set forth in Item 4 of this Amendment is hereby incorporated by reference in this Item 6. Other than the matters disclosed above in response to Item 4 and in this Item 6, none of the Reporting Persons is party to any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits

Exhibit A - Joint Filing Undertaking, dated May 3, 2012, among Richard C. Blum & Associates, Inc., Blum Capital Partners, L.P., Blum Strategic GP IV, L.L.C. and Blum Strategic GP IV, L.P.

Exhibit B - Agreement and Plan of Merger, dated as of May 1, 2012, among the Issuer, Parent, Merger Sub and, with respect to certain provisions thereof, Wolverine (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on May 2, 2012).

Exhibit C - Form of Voting Undertaking between the Issuer and certain affiliates of the Reporting Persons.

Exhibit D - Limited Guarantee, dated as of May 1, 2012, between Blum Strategic Partners IV, L.P. and the Issuer.

CUSIP NO. 19421W100 SCHEDULE 13D Page 14 of 15

Exhibit E - Interim Agreement, dated as of May 1, 2012, by and among WBG - PSS Holdings LLC, WBG - PSS Merger Sub Inc., Blum Strategic Partners IV, L.P. and its affiliated investment funds, Golden Gate Capital Opportunity Fund, L.P. and its affiliated investment funds and Wolverine World Wide, Inc.

Exhibit F - Sponsors Agreement, dated as of May 1, 2012, by and between Blum Capital Partners, L.P. and its affiliated investment funds and Golden Gate Private Equity, Inc. and its affiliated investment funds.

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CUSIP NO. 19421W100 SCHEDULE 13D Page 15 of 15

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: May 3, 2012

RICHARD C. BLUM & ASSOCIATES, INC.		BLUM CAPITAL PARTNERS, L.P.
		By:	Richard C. Blum & Associates, Inc.
			its General Partner
By:	/s/ Gwen G. Reinke	By:	/s/ Gwen G. Reinke
	Gwen G. Reinke		Gwen G. Reinke
	General Counsel & Chief Compliance Officer		General Counsel & Chief Compliance Officer
BLUM STRATEGIC GP IV, L.L.C.		BLUM STRATEGIC GP IV, L.P.
		By:	Blum Strategic GP IV, L.L.C.
			its General Partner
By:	/s/ Gwen G. Reinke	By:	/s/ Gwen G. Reinke
	Gwen G. Reinke		Gwen G. Reinke
	Member		Member

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EX-99.A

Page 1 of 1

Exhibit A

JOINT FILING UNDERTAKING

The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.

Dated: May 3, 2012

RICHARD C. BLUM & ASSOCIATES, INC.		BLUM CAPITAL PARTNERS, L.P.
		By:	Richard C. Blum & Associates, Inc.
			its General Partner
By:	/s/ Gwen G. Reinke	By:	/s/ Gwen G. Reinke
	Gwen G. Reinke		Gwen G. Reinke
	General Counsel & Chief Compliance Officer		General Counsel & Chief Compliance Officer
BLUM STRATEGIC GP IV, L.L.C.		BLUM STRATEGIC GP IV, L.P.
		By:	Blum Strategic GP IV, L.L.C.
			its General Partner
By:	/s/ Gwen G. Reinke	By:	/s/ Gwen G. Reinke
	Gwen G. Reinke		Gwen G. Reinke
	Member		Member

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EX-99.C

Exhibit C

FORM OF

VOTING UNDERTAKING

Reference is made to Section 6.13 of the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), among Collective Brands, Inc., a Delaware corporation (the “Company”), WBG—PSS Merger Sub Inc., a Delaware limited liability company (“Parent”), WBG—PSS Holdings LLC, a newly formed Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and, with respect to certain provisions therein, Wolverine World Wide, Inc., a Delaware corporation, which provides for, among other things, the merger of Merger Sub with and into the Company, on the terms and subject to the conditions set forth therein. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

As a condition to the willingness of the Company, Parent and Merger Sub to enter into the Merger Agreement and understanding that they intend to rely on the obligations herein, the undersigned, a stockholder of the Company and solely in its capacity as such (the “Undersigned”), hereby delivers to the Company, Parent and Merger Sub this Voting Undertaking (this “Undertaking”) and agrees as follows:

A. As of the date hereof, the Undersigned beneficially owns (as determined pursuant to Rule 13d-3 under the Exchange Act) the Shares set forth beneath the Undersigned’s name on the signature page hereto (the “Subject Shares”). The Subject Shares are all of the Shares in which the Undersigned have beneficial ownership and voting rights.

B. The Undersigned hereby agrees to vote or cause to be voted the Subject Shares (including, for the avoidance of doubt, those Parent Shares beneficially owned by the Undersigned and disclosed to the Company pursuant to Section 5.2(i) of the Merger Agreement and under Section 5.2(i) of the Parent Disclosure Letter) beneficially owned by the Undersigned and any other Parent Shares which the Undersigned acquires from and after the date hereof and has the power to vote or cause to be voted (the “Additional Shares”) in favor of the adoption of the Merger Agreement at any meeting of stockholders of the Company at which the Merger Agreement shall be submitted for adoption and at all adjournments or postponements thereof (or, if applicable, by any action of stockholders of the Company by consent in lieu of a meeting) on the terms set forth in Section 6.13(a) of the Merger Agreement.

C. The Undersigned hereby irrevocably waives, to the full extent of the Law, and the Undersigned hereby agrees not to assert, any appraisal rights pursuant to Section 262 of the DGCL or assert any rights to dissent or otherwise in connection with the Merger with respect to any and all Subject Shares beneficially owned by the Undersigned and Additional Shares on the terms set forth in Section 6.13(c) of the Merger Agreement.

The obligations of the Undersigned under this Undertaking shall terminate and expire and be of no further force or effect automatically upon the first to occur of (i) the termination of the Merger Agreement in accordance with its terms, (ii) the Effective Time and (iii) the adoption by holders of Shares constituting the Company Requisite Vote; provided, however, that the waiver in clause (C) above shall be irrevocable and shall survive any termination or expiration hereof.

Section 4 (other than clause 4(b)(ii)) and Sections 9 through 20 (other than Section 16(d)) of the Limited Guarantee of Blum Strategic Partners IV, L.P. are incorporated by reference into this Undertaking, mutatis mutandis, as if they had been fully set forth herein; provided that with respect to their incorporation into this Undertaking, references to “this Limited Guarantee” and “Guarantor” in the above-referenced sections of the Limited Guarantee shall be substituted with “this Undertaking” and “the Undersigned”, respectively.

{Signature page follows}

2

IN WITNESS WHEREOF, the Undersigned has executed and delivered this Undertaking as of the date first written above.

Undersigned Stockholder:

[STOCKHOLDER]

By:                                              

Name:

Title:

Subject Shares:                      Shares

Agreed and acknowledged by:

COLLECTIVE BRANDS, INC.

By:                                              

Name:

Title:

            , 2012

3

EX-99.D

Exhibit D

CONFIDENTIAL

LIMITED GUARANTEE

THIS LIMITED GUARANTEE, dated as of May 1, 2012 (this “Limited Guarantee”), is made by Blum Strategic Partners IV, L.P., a Delaware limited partnership (“Guarantor”), in favor of Collective Brands, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated on or about the date hereof (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among the Company, WBG-PSS Holdings LLC, a Delaware limited liability company (“Parent”), and WBG-PSS Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee.

(a) The Guarantor hereby irrevocably and unconditionally guarantees to the Company the due and punctual payment by Parent to the Company of the Applicable Percentage of the Parent Termination Fee on the terms and subject to the conditions set forth in Section 8.5(c) of the Merger Agreement (the “Parent Termination Fee Obligations”) and the Applicable Percentage of any expense reimbursement and indemnification obligations of Parent and Merger Sub to the Company pursuant to Sections 6.14 and 6.19 of the Merger Agreement, the first sentence of Section 8.5(e) of the Merger Agreement and Section 8.5(c) of the Merger Agreement (the “Expense Obligations,” and, together with the Parent Termination Fee Obligations, the “Guaranteed Obligations”); provided that the Company and the Guarantor agree that the maximum aggregate liability of the Guarantor hereunder shall not exceed an aggregate amount equal to (a) the Applicable Percentage of the Expense Obligations, less (b) the Applicable Percentage of the amount of any Expense Obligations actually previously satisfied by Parent or Merger Sub (such aggregate amount, the “Maximum Amount”), and that the Guarantor shall in no event be required to pay more than the Maximum Amount pursuant to this Limited Guarantee. “Applicable Percentage” means 16.3693%.

(b) If Parent and Merger Sub fail or refuse to pay any of the Guaranteed Obligations, the Guarantor shall immediately pay, or cause to be paid, such amounts free and clear of any deduction, offset, defense, claim or counterclaim of any kind. All payments hereunder shall be made in lawful money of the United States in immediately available funds. Except in each case as provided in Section 2(c) below, the Guarantor’s obligations under this Limited Guarantee are in no way conditioned upon any requirement that the Company proceed or otherwise attempt to collect first or at any time or in any manner against Parent or Merger Sub or any other Person interested in the transaction contemplated by the Merger Agreement before proceeding or otherwise attempting to collect against Guarantor hereunder, or otherwise exhaust any or all of the Company’s rights against Parent, Merger Sub or any other Person now or hereafter liable for any of the Guaranteed Obligations. In furtherance of the foregoing and except in each case as provided in Section 2(c) below, Guarantor acknowledges and agrees that (a) the Company may, in its sole discretion, bring and prosecute a separate action or actions against Guarantor in respect of the payment and performance of the Guaranteed Obligations (subject to the Maximum Amount), regardless of whether an action is

brought against Parent or Merger Sub or whether Parent or Merger Sub is joined in any such action or actions, and (b) the Company shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Company to so file shall not affect Guarantor’s obligations hereunder. In the event that any payment hereunder is rescinded or must otherwise be returned for any reason whatsoever, Guarantor shall remain liable hereunder as if such payment had not been made.

2. Terms of Limited Guarantee.

(a) This Limited Guarantee is one of payment and performance, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or Merger Sub or any other Person, or whether Parent or Merger Sub or any other Person are joined in any such action or actions. Guarantor agrees that the Company may, at any time and from time to time, without notice to or further consent of Guarantor, extend the time of payment or performance of any of the Guaranteed Obligations, without in any way impairing or affecting Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee.

(b) The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Law, be absolute, unconditional, irrevocable and continuing irrespective of:

(i) the value, genuineness, regularity, illegality or enforceability of the Merger Agreement, the Financing Commitments or any other agreement or instrument referred to herein (other than in the case of defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under the Merger Agreement;

(ii) any change in the corporate existence, structure or ownership of Parent or Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement or any Financing Commitments (including any Other Guarantor), or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement or any other Financing Commitments (including any other Guarantor);

(iii) change in the manner, place or terms of payment or performance, or any change or extension of the time of payment or performance of, renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to any departure from the terms of the Merger Agreement, any Financing Commitment, any other limited guarantee that may be agreed to by Parent or Merger Sub and any Other Guarantor or any documents entered into in connection therewith;

(iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent, Merger Sub or the Company, whether in connection with any Guaranteed Obligation or otherwise;

(v) any other act or omission that may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than payment of the Guaranteed Obligations); provided that, Guarantor shall be permitted to assert as a defense to, or release or discharge of, the payment of the Guaranteed Obligations, any claim, set-off, deduction, defense or release that are available to Parent of Merger Sub under the Merger Agreement;

(vi) subject to the termination of this Limited Guarantee pursuant to Section 6 below and except as provided in Section 2(c) below, the failure or delay on the part of the Company to assert any claim or demand or to enforce any right, remedy or power against Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement or any Financing Commitments;

(vii) the addition, substitution or release of any entity or other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement or any Financing Commitments (including any Other Guarantor);

(viii) the adequacy of any means the Company may have of obtaining payment or performance in respect of the Guaranteed Obligations; or

(ix) any discharge of Guarantor as a matter of applicable Law or equity (other than a discharge of Guarantor with respect to the Guaranteed Obligations as a result of payment of the Guaranteed Obligations in accordance with their terms).

(c) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Company upon this Limited Guarantee or any Guaranteed Obligation hereunder or acceptance of this Limited Guarantee or any Guaranteed Obligation hereunder. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent, Merger Sub or the Guarantor, on the one hand, and the Company, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits and after seeking the advice of counsel. Any enforcement of, or pursuit of remedies under, this Limited Guarantee shall only be made if the Company is also taking such actions as are commercially reasonable to enforce or seek

remedies under each of that certain Limited Guarantee delivered by Golden Gate Capital Opportunity Fund, L.P. in favor of the Company (the “Golden Gate Limited Guarantee”) and that certain Limited Guarantee delivered by Wolverine World Wide, Inc. in favor of the Company (the “Wolverine Limited Guarantee”), to the extent the guarantors thereunder then have outstanding payment or performance obligations thereunder.

(d) For the avoidance of doubt, the Company shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Company to so file any claim shall not affect the Guarantor’s obligations hereunder In the event that any payment to the Company in respect of any Guaranteed Obligation hereunder is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made.

(e) Guarantor hereby covenants and agrees that it shall not directly or indirectly institute any proceeding asserting or assert as a defense in any proceeding, and shall cause its respective Affiliates not to directly or indirectly institute any proceeding asserting or assert as a defense in any proceeding, (i) that (x) the Company has an adequate remedy at law or (y) an award of specific performance is not an appropriate remedy for any reason at law or equity or (ii) the illegality, invalidity or unenforceability in accordance with its terms of this Limited Guarantee. The Guarantor agrees to pay on demand all reasonable out-of-pocket expenses (including reasonable fees of counsel) incurred by the Company in connection with the enforcement of its rights hereunder if the Company prevails in such litigation or proceeding.

3. Waiver of Acceptance, Presentment, etc. The Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Company. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of any Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Guaranteed Obligations and all other notices of any kind (other than notices to be provided in accordance with Section 12 hereof or Section 9.6 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or any other Person interested in the transactions contemplated by the Merger Agreement or any Financing Commitment (including any other Guarantor), and all suretyship defenses generally.

4. Sole Remedy.

(a) The Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with this Limited Guarantee other than as expressly set forth herein. The Company further agrees that it has no right of recovery against, and no personal liability shall attach to, any former, current or future, direct or indirect director, officer, employee, agent or affiliates of the Guarantor, Parent or Merger Sub, any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor, Parent or Merger Sub (whether such holder is a limited or general partner, member, stockholder or otherwise), any former, current or future assignee of the Guarantor, Parent or Merger Sub or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate, controlling person,

representative or assignee of any of the foregoing, through Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against the stockholders or affiliates of the Guarantor, Parent or Merger Sub or otherwise in respect of any liabilities or obligations relating to, arising out of or in connection with, the Merger Agreement and the transactions contemplated thereby, except for the Company’s rights against the Guarantor, its successors or permitted assigns under, or in connection with, this Limited Guarantee, the Confidentiality Agreement, the Equity Financing Commitment or the transactions contemplated hereby or thereby and against Parent or Merger Sub or their respective successors and assigns under, or in connection with, the Confidentiality Agreement or the Merger Agreement or the transactions contemplated thereby. In the event the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus uncalled capital is less than the Maximum Amount (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any applicable Law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the liability of such Guarantor hereunder.

(b) The Company hereby covenants and agrees that it shall not institute, and shall cause its respective affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Financing Commitment or, in each case, the transactions contemplated thereby, against the Guarantor or any of its affiliates except for (i) claims by the Company against the Guarantor, its successors or permitted assigns (including any Successor Entity) under and in accordance with this Limited Guarantee, (ii) claims by the Company against Parent or Merger Sub or their respective successors or assigns under and in accordance with the Merger Agreement or the Confidentiality Agreement and (iii) to the extent (but only to the extent) the Company is expressly entitled under the Equity Financing Commitment or the Merger Agreement to enforce or cause Parent to enforce the Equity Financing Commitment in accordance with the terms thereof, claims by the Company against the Guarantor seeking to enforce the Equity Financing Commitment or against Parent seeking to cause Parent to enforce the Equity Financing Commitment in accordance with their terms, and the Company hereby, on behalf of itself and its affiliates, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Financing Commitment Letter or, in each case, the transactions contemplated thereby against the Guarantor or any of its affiliates and releases such Persons from such claims, in each case, except for claims expressly described in the preceding clauses (i), (ii) and (iii). Nothing set forth in this Limited Guarantee shall affect or be construed to affect any liability of Parent or Merger Sub to the Company.

5. Subrogation. The Guarantor will not exercise against Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations (including any Other Guarantor) any rights of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations (including any Other Guarantor), whether arising by contract or operation of Law (including, without limitation, any

such right arising under bankruptcy or insolvency Laws) or otherwise, including the right to take or receive from Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations (including any Other Guarantor), directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, by reason of any payment by it pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligations have been paid in full. If any amount shall be paid to Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of all amounts payable under this Limited Guarantee or any guarantee provided by any Other Guarantor, such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of Guarantor and shall forthwith be promptly paid or delivered to the Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to all amounts payable by Guarantor under this Limited Guarantee.

6. Termination. This Limited Guarantee shall terminate upon, and the Guarantor shall not have any further liability or obligation under this Limited Guarantee from and after, the earliest to occur of any of the following: (a) the Effective Time; (b) with respect to the Parent Termination Fee Obligations only, (i) the valid termination of the Merger Agreement in accordance with its terms where the Parent Termination Fee does not become payable and (ii) the six-month anniversary after the date of termination of the Merger Agreement in accordance with its terms in circumstances where the Parent Termination Fee becomes payable unless, in the case of this clause (b)(ii), the Company has made a claim in respect of the Parent Termination Fee Obligation pursuant to this Limited Guarantee prior to the otherwise applicable termination date, in which case this Limited Guarantee shall continue in full force and effect with respect to the Parent Termination Fee Obligations until such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or a final, non-appealable judgment of a Governmental Entity of competent jurisdiction; (c) with respect to the Expense Obligations only, the six-month anniversary after the date of termination of the Merger Agreement in accordance with its terms unless, in the case of this clause (c), the Company has made a claim in respect of the Expense Obligation pursuant to this Limited Guarantee prior to the otherwise applicable termination date, in which case this Limited Guarantee shall continue in full force and effect with respect to the Expense Obligations until such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or a final, non-appealable judgment of a Governmental Entity of competent jurisdiction.

7. Continuing Guarantee. Unless terminated pursuant to the provisions of Section 6 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor hereunder, its successors and permitted assigns (including any Successor Entity), and shall inure to the benefit of, and be enforceable by, the Company and its permitted successors, transferees and assigns. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

8. Entire Agreement. This Limited Guarantee, the Merger Agreement, the Voting Undertaking, the Carveout Transaction Agreement, the Confidentiality Agreements, the Equity Financing Commitments (to the extent the Company is a third party beneficiary thereof), the Golden Gate Limited Guarantee and the Wolverine Limited Guarantee constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof. This Limited Guarantee is not intended to and shall not confer upon any Person other than the parties hereto any rights or remedies.

9. Amendment; Waivers, etc. No amendment, modification or discharge of this Limited Guarantee, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. The waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Limited Guarantee or a failure to or delay in exercising any right or privilege hereunder, shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at Law or in equity.

10. No Third Party Beneficiaries. Subject to Section 4 hereof, the parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other parties hereto, in accordance with and subject to the terms of this Limited Guarantee, and this Limited Guarantee is not intended to, and does not, confer upon any person other than the parties hereto and any Guarantor affiliate any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

11. Counterparts. This Limited Guarantee may be executed by facsimile or other means of electronic transmission and in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

12. Notices. Any notices or other communications required or permitted under, or otherwise given in connection with this Limited Guarantee, shall be in writing and shall be deemed to have been duly given (a) when delivered, if delivered in person, (b) upon confirmation of receipt, when transmitted by facsimile transmission or by electronic mail (but only if followed by transmittal by national overnight courier or for hand delivery on the next Business Day), (c) on receipt, after dispatch by registered or certified mail, postage prepaid, or (d) on the next Business Day, if transmitted by national overnight courier, addressed in each case as follows:

(a) if to the Company,

Collective Brands, Inc.

3231 Southeast Sixth Avenue

Topeka, KS 66608-2208

Attention: General Counsel

Facsimile: 785-368-7577

Email: michael.massey@collectivebrands.com

with a copy (which shall not constitute notice) to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attention: Francis J. Aquila

                 Audra D. Cohen

Facsimile: (212) 558-3588

if to the Guarantor,

Blum Capital Partners, L.P.

909 Montgomery Street

San Francisco, CA 94133

Attention: David Chung

fax:          (415) 434-3130

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

555 California Street, 27th Floor

San Francisco, CA 94104

Attention: Stephen D. Oetgen

Facsimile: (415) 439-1500

13. Governing Law. THIS LIMITED GUARANTEE SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION.

14. Consent to Jurisdiction, etc. The parties hereby irrevocably submit to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware (the “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Limited Guarantee and of the documents referred to in this Limited Guarantee, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate, or that this Limited Guarantee or any such document may not be enforced in or by such Chosen Courts, and the parties hereto irrevocably agree that all claims relating to such action, suit or proceeding shall be heard and determined in the Chosen Courts. The parties hereby consent to and grant any such Chosen Court jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 13 hereof or in such other manner as may be permitted by law shall be valid, effective and sufficient service thereof.

15. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LIMITED GUARANTEE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE, THE CARVEOUT TRANSACTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (d) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15.

16. Representations and Warranties. The Guarantor hereby represents and warrants to the Company that:

(a) it is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite power and authority to execute, deliver and perform this Limited Guarantee;

(b) the execution, delivery and performance of this Limited Guarantee by it has been duly and validly authorized and approved by all necessary limited partnership action by it and all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Limited Guarantee;

(c) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this Limited Guarantee;

(d) the unfunded capital commitments necessary for it to fulfill its obligations under this Limited Guarantee shall be available to it when due for so long as this Limited Guarantee shall remain in effect in accordance with Section 7 hereof; and

(e) the execution, delivery and performance by the Guarantor of this Limited Guarantee do not and will not (i) violate the organizational documents of the Guarantor, (ii)

violate any Law or Order applicable to the Guarantor or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any contract to which the Guarantor is a party, in any case, for which the violation, default or right would be reasonably likely to prevent or materially impede, interfere with, hinder or delay the consummation by the Guarantor of the transactions contemplated by this Limited Guarantee on a timely basis.

17. Specific Performance. The parties hereto acknowledge and agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that Guarantor does not perform any provision of this Limited Guarantee in accordance with its specified terms or otherwise breaches its terms and further agree that the Company shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Limited Guarantee and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which it is entitled at law or in equity, and that the Company shall not be required to provide any bond or other security in connection with any such order or injunction.

18. No Waiver; Cumulative Rights. No single or partial exercise by the Company of any right, remedy or power hereunder shall preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Company or allowed it by Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Company at any time or from time to time.

19. No Assignment. Neither the Guarantor nor the Company may assign any of its rights nor delegate any of its obligations under this Limited Guarantee, by operation of Law or otherwise. Any purported assignment of this commitment in contravention of this Section 19 shall be void.

20. Severability. If any provision, including any phrase, sentence, clause, section or subsection, of this Limited Guarantee is invalid, inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering such provisions in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision herein contained invalid, inoperative, or unenforceable to any extent whatsoever and a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision; provided, that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Section 4 and Section 6. No party shall assert, and each party shall cause its respective affiliates not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable.

21. Headings. The headings contained in this Limited Guarantee are for convenience purposes only and will not in any way affect the meaning or interpretation hereof.

22. Relationship of the Parties; Several Liability. Each party acknowledges and agrees that (a) this Limited Guarantee is not intended to, and does not, create any agency, partnership, fiduciary or joint venture relationship between or among any of the parties hereto and neither this Limited Guarantee nor any other document or agreement entered into by any party hereto relating to the subject matter hereof shall be construed to suggest otherwise and (b) the obligations of the

Guarantor under this Limited Guarantee are solely contractual in nature. In no event shall Parent, Merger Sub or the Guarantor hereunder be considered an “affiliate”, “security holder” or “representative” of the Company for any purpose of this Limited Guarantee.

23. Interpretation; Construction. Sections 9.13(a) and (b) of the Merger Agreement are hereby incorporated by reference into this Limited Guarantee as if set forth herein in their entirety.

*    *    *    *    *

IN WITNESS WHEREOF, the undersigned have executed and delivered this Limited Guarantee as of the date first written above.

BLUM STRATEGIC PARTNERS IV, L.P.
By:	Blum Strategic GP IV, L.P.
	its general partner
	By:	Blum Strategic GP IV, L.L.C.
		its general partner
		By:	/s/ David Chung
		David Chung
		Authorized Person

[Signature Page to Limited Guarantee]

COLLECTIVE BRANDS, INC.
By:	/s/ Michael J. Massey
Name:	Michael J. Massey
Title:	Chief Executive Officer

{Limited Guarantee}

EX-99.E

Exhibit E

EXECUTION VERSION

INTERIM AGREEMENT

This Interim Agreement (this “Agreement”) is made as of May 1, 2012, by and among WBG-PSS Holdings LLC, a Delaware limited liability company (“Parent”), WBG-PSS Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Wolverine World Wide, Inc., a Delaware corporation (“Wolverine”); Golden Gate Capital Opportunity Fund, L.P. (together with its affiliated investment funds, “Golden Gate”); and Blum Strategic Partners IV, L.P. (together with its affiliated investment funds, “Blum”, and collectively with Wolverine and Golden Gate, the “Parties”). Blum and Golden Gate are also referred to herein as the “Sponsors”. Capitalized terms used but not defined herein shall have the meanings given thereto in the Merger Agreement (as defined below) unless otherwise specified.

RECITALS

1. On the date hereof, Parent and Merger Sub have entered into an Agreement and Plan of Merger (the “Merger Agreement”), among Parent, Merger Sub, Wolverine and Collective Brands, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company becoming the surviving entity and a wholly-owned subsidiary of Parent.

2. On the date hereof, each of Golden Gate and Blum has executed a letter agreement in favor of Parent agreeing, subject to the terms and conditions set forth therein, to make an equity and/or debt investment in Parent in connection with the transactions contemplated by the Merger Agreement (each, a “Commitment Letter”), copies of which have been delivered to Wolverine.

3. On the date hereof, Parent is entering into a purchase agreement (the “Purchase Agreement”) and a separation agreement both of which are attached hereto as Exhibit A (the “Separation Agreement” and, together with the Purchase Agreement, collectively, the “Carveout Transaction Agreements”) with Wolverine pursuant to which, upon the terms and subject to the conditions set forth therein, at the Effective Time under the Merger Agreement (the “Closing”), Parent will transfer or cause to be transferred to Wolverine all of the equity interests and/or assets and liabilities comprising the Collective Brands, Inc. Performance + Lifestyle Group business (the “PLG Business”, and such transaction, the “Carveout Transaction”).

4. Each of the Parties has agreed to execute, simultaneously with the execution of the Merger Agreement, a guarantee in favor of the Company agreeing, subject to the terms and conditions set forth therein, to guarantee the performance and discharge of the payment obligations of Parent with respect to the Parent Termination Fee and certain other obligations of Parent under the Merger Agreement in the circumstances provided therein (each, a “Limited Guarantee”), copies of which have been exchanged between the Parties.

Therefore, the parties hereto hereby agree as follows:

1. AGREEMENTS AMONG THE PARTIES.

1.1. Pre-Closing Decisions.

1.1.1. All decisions to be made with respect to the following issues shall require the unanimous consent of the Parties in each Party’s sole discretion: (i) amending, modifying or terminating the Merger Agreement, (ii) except as provided in Section 1.1.2 below, waiving any of the conditions set forth in Article VII of the Merger Agreement, (iii) enforcing any rights of Parent or Merger Sub under the terms of the Merger Agreement, (iv) the negotiation or entry by Parent or Merger Sub into any contract, agreement, arrangement or understanding (whether written or oral) not specifically contemplated by the Merger Agreement or the Carveout Transaction Agreements (for avoidance of doubt, the entry into, amendment of or modification to the ABL Commitment Letter (as defined below) shall require only the consent of the Sponsors (and not Wolverine)), (v) unless otherwise provided for in Section 1.1.2, the determination as to whether there has occurred a breach by the Company of any of its representations and warranties or covenants contained in the Merger Agreement, and (vi) the taking of any action by Parent or Merger Sub, other than to prepare for and consummate the Merger (and the other transactions contemplated by the Merger Agreement) and the Carveout Transaction (and the other transactions contemplated by the Carveout Transaction Agreements); provided that after the expiration of sixty (60) calendar days following the Termination Date, any Party may, in its sole discretion, cause Parent to terminate the Merger Agreement.

1.1.2. The determination as to whether there has occurred a Company Material Adverse Effect (i) pursuant to clause (1) of the definition thereof shall be made by solely by Wolverine in its sole discretion (and not by Blum or Golden Gate) and (ii) pursuant to clause (2) of the definition thereof shall be made by the Sponsors in their sole discretion (and not by Wolverine). Furthermore, notwithstanding anything contained in Section 1.1.1 to the contrary, the decision to waive the condition set forth in Section 7.2(c) of the Merger Agreement may be made solely by (Y) Wolverine (and shall not require the consent of the Sponsors) with respect to a Company Material Adverse Effect pursuant to clause (1) of the definition thereof (but, for the avoidance of doubt, no such waiver by Wolverine shall, in and of itself, be deemed to waive such condition with respect to a Company Material Adverse Effect pursuant to clause (2) of the definition thereof) and (Z) the Sponsors (and shall not require the consent of Wolverine) with respect to a Company Material Adverse Effect pursuant to clause (2) of the definition thereof (but, for the avoidance of doubt, no such waiver by the Sponsors shall, in and of itself, be deemed to waive such condition with respect to a Company Material Adverse Effect pursuant to clause (1) of the definition thereof).

1.1.3. Notwithstanding anything to the contrary contained in Sections 1.1.1 or 1.1.2, (i) any act (or failure to act) on the part of Parent or Merger Sub that affects solely the PLG Business or that does not adversely affect in any respect the PSS Business, the Sponsors or the Surviving Corporation may be taken upon the approval of Wolverine and shall not require the approval of Blum and Golden Gate, (ii) any act (or failure to act) on the part of Parent or Merger Sub that affects solely the PSS Business or that does not adversely affect in any respect the PLG Business or Wolverine may be taken upon the approval of the Sponsors and shall not require the approval of

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Wolverine and (iii) any act (or failure to act) on the part of Parent (including causing Merger Sub to act (or to fail to act)) under or relating to the Carveout Transaction Agreements shall be taken upon the approval of the Sponsors and shall not require the approval of Wolverine.

1.1.4. Each Party will comply with its obligations (if any) under the Merger Agreement, the Carveout Transaction Agreements, the Equity Financing Commitments and the Guarantees and will also use all commercially reasonable efforts to cause Parent and Merger Sub to comply with their obligations under the Merger Agreement and the Carveout Transaction Agreements; provided, that the sole and exclusive remedy of the Parties for any breach or violation of this Section 1.1.4 shall be to seek specific performance of the aforementioned obligations.

1.2. Board of Parent and Merger Sub. Parent and each Party hereby agree to take (or cause to be taken) all actions, if any, required to be taken by each, such that the boards of director of Parent and Merger Sub have the composition immediately prior to Closing as is set forth on Exhibit B hereto.

1.3. Capitalization of Parent; Exchange Fund.

1.3.1. As of the date hereof, 67.2614%, 16.3693% and 16.3693% of the outstanding equity interests of Parent are held by Wolverine, Blum and Golden Gate, respectively.

1.3.2. Prior to the Effective Time, no Party shall transfer any of its equity interests in Parent other than to (i) such funds or other entities who are affiliates of such Party, and (ii) in the case of the Sponsors, the limited partners (and their respective affiliates) of such Sponsor and its affiliated funds. No transfer shall relieve a Party of any of its obligations under this Agreement.

1.3.3. To the extent that it will be possible to consummate the Merger with the Parties contributing less than the full amount reflected in the commitment amounts of the Parties set forth on Exhibit C (each, a “Commitment”), the Parties may by unanimous consent proportionately reduce the amount of each Party’s Commitment.

1.3.4. At the closing of the Carveout Transaction, all of the outstanding equity interests of Parent then held by Wolverine will be automatically redeemed for no additional consideration.

1.3.5. Any earnings on the amounts deposited in the Exchange Fund under the Merger Agreement will be shared on a Pro Rata Basis (as defined below) by Wolverine, on the one hand, and the Sponsors, on the other.

1.3.6. In addition, if additional amounts are required under the terms of the Merger Agreement to be deposited in the Exchange Fund in order to consummate the transactions contemplated by the Merger Agreement, such additional amounts will be deposited in the Exchange Fund on a Pro Rata Basis by Wolverine, on the one hand, and the Sponsors, on the other.

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1.4. Termination Fee. Any Termination Fee paid by the Company or any of its affiliates pursuant to the Merger Agreement or otherwise, after making adequate provision for the payment or reimbursement of fees and expenses pursuant to Section 1.6 below (to the extent not paid directly by the Company as Parent Expenses under Section 8.5(d) of the Merger Agreement), shall be promptly paid by Parent to Wolverine, on the one hand, and the Sponsors, on the other, or an affiliate or designee thereof, on a Pro Rata Basis. “Pro Rata Basis” means 67.2614 % to Wolverine, on the one hand, and 32.7386% to the Sponsors, on the other, which percentages are based on the relative enterprise values of the PLG Business and PSS Business as of the Closing.

1.5. Certain Obligations.

1.5.1. Wolverine shall pay 100% of the Parent Termination Fee and any amounts payable by Parent pursuant to Section 8.5(c) of the Merger Agreement in the case where (x) the failure of Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement in the circumstances described in Section 8.3(c) of the Merger Agreement or (y) the breach by Parent or Merger Sub of the Merger Agreement giving rise to the Company’s right to terminate the Merger Agreement pursuant to Section 8.3(b) of the Merger Agreement results from:

(i) (a) a breach by Wolverine or Open Water Ventures LLC of the Merger Agreement, the Purchase Agreement, or this Agreement, or a breach by Parent or Merger Sub of the Merger Agreement as a result of Wolverine’s action (including action under Section 1.1.2(i) or 1.1.3(i)) or failure to act; or

(b) the failure to fund for any reason (other than by reason of a breach or failure to fund described in Section 1.5.2(i)) of the debt financing of JPMorgan Chase Bank, J.P. Morgan Securities LLC, Wells Fargo Bank, National Association, Wells Fargo Securities, LLC and WF Investment Holdings, LLC as contemplated in the debt commitment letter previously provided by Wolverine to Blum/Golden Gate (the “Wolverine Debt Commitment Letter”) (or any alternative financing obtained in replacement therefor), including any such failure to fund on account of there not having been timely prepared the Required Financial Information for the PLG Business, and

(ii) in each such case referred to in the preceding clause (i), but for the occurrence of such breach or failure, (x) as to subclause (a), neither Parent nor Merger Sub is in breach of its obligations under the Merger Agreement as a result of Blum or Golden Gate’s action or failure to act which breach would entitle the Company to terminate the Merger Agreement pursuant to Section 8.3(b) of the Merger Agreement and (y) as to subclause (b), (1) each of Golden Gate and Blum is, and demonstrates that it is, ready, willing and able to fund its respective

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commitment as set forth in the applicable Equity Commitment Letter and (2)(A) each of Wells Fargo Bank, National Association and Wells Fargo Capital Finance, LLC is, and demonstrates that it is, ready, willing and able to fund the debt commitment contemplated in the debt commitment letter previously provided by Golden Gate and Blum to Wolverine (the “ABL Commitment Letter” and, together with the Wolverine Debt Commitment Letter, the “Debt Commitment Letters”) or (B) one or more alternative financing sources (which may include either or both Sponsors) are, and demonstrate that they are, ready, willing and able to fund the debt contemplated by the ABL Commitment Letter.

1.5.2. Blum and Golden Gate shall pay 100% of the Parent Termination Fee and any amounts payable by Parent pursuant to Section 8.5(c) of the Merger Agreement in the case where (x) the failure of Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement in the circumstances described in Section 8.3(c) of the Merger Agreement or (y) the breach by Parent or Merger Sub of the Merger Agreement giving rise to the Company’s right to terminate the Merger Agreement pursuant to Section 8.3(b) of the Merger Agreement results from:

(i) (a) a breach by Blum or Golden Gate of this Agreement, a breach by Parent of the Purchase Agreement as a result of Blum’s or Golden Gate’s action or failure to act or, a breach by Parent or Merger Sub of the Merger Agreement as a result of Blum’s or Golden Gate’s action (including action under Section 1.1.2(ii) or 1.1.3(ii)) or failure to act; or

(b) the failure to fund for any reason (other than by reason of a breach or failure to fund described in Section 1.5.1(i)) under the Equity Commitment Letter or the debt financing contemplated in the ABL Commitment Letter (or any alternative financing obtained in replacement therefor); and

(ii) in each such case referred to in the preceding clause (i), but for the occurrence of such breach or failure, (x) as to subclause (a), Wolverine is not in breach of its obligations under the Merger Agreement and neither Parent nor Merger Sub is in breach of its obligations under the Merger Agreement as a result of Wolverine’s action or failure to act, in either case which breach would entitle the Company to terminate the Merger Agreement pursuant to Section 8.3(b) of the Merger Agreement and (y) as to subclause (b), (1) Wolverine is, and demonstrates that it is, ready, willing and able to consummate or cause to be consummated the transactions contemplated in the Purchase Agreement and (2)(A) the lenders under the Wolverine Debt Commitment Letter are, and demonstrate that they are, ready, willing and able to fund the debt financing contemplated therein or (B) one or more alternative financing sources are, and demonstrate that they are, ready, willing and able to fund the debt contemplated by the Wolverine Debt Commitment Letter.

1.5.3. Any Parent Termination Fee and any amounts payable by Parent pursuant to Section 8.5(c) of the Merger Agreement in the case where the failure of Parent and

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Merger Sub to consummate the transactions contemplated by the Merger Agreement in the circumstances described in Section 8.3(c) or the breach by Parent or Merger Sub of the Merger Agreement giving rise to the Company’s right to terminate the Merger Agreement pursuant to Section 8.3(b) of the Merger Agreement that results from any circumstance other than the circumstances described in the preceding Section 1.5.1 or 1.5.2 (e.g., where the breach or failure to fund of each of Wolverine, on the one hand, and Blum and Golden Gate, on the other, resulted in the failure of Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement), shall be paid on a Pro Rata Basis by Wolverine, on the one hand, and the Sponsors, on the other.

1.5.4. Any Company Expenses payable by Parent pursuant to Section 8.5(c)(iii) or 8.5(c)(iv) of the Merger Agreement shall be paid (i) 100% by Wolverine in the case where Wolverine has determined (pursuant to Section 1.1.2(i) above) that there has occurred a Company Material Adverse Effect pursuant to clause (1) thereof and such Company Material Adverse Effect does not constitute a Whole Company Material Adverse Effect and (ii) 100% by the Sponsors in the case where the Sponsors have determined (pursuant to Section 1.1.2(ii) above) that there has occurred a Company Material Adverse Effect pursuant to clause (2) thereof and such Company Material Adverse Effect does not constitute a Whole Company Material Adverse Effect.

1.5.5. Any Parent Termination Fee or Company Expenses or other amounts that are required to be paid by a Party under this Section 1.5 (“Owed Amount”) shall be promptly paid by such Party. If following the payment of such Owed Amount it is subsequently and finally determined that such Owed Amount was not required to be paid by the Party that made such payment, then the Party that made such payment shall be promptly reimbursed to the extent of the Owed Amount it was not required to pay.

1.6. Expense Sharing.

1.6.1. Except as provided in Section 1.6.2, each of Wolverine, on the one hand, and the Sponsors, on the other, will be responsible for all fees and out-of pocket expenses incurred by it in connection with the Merger Agreement, the Carveout Transaction Agreements and the transactions contemplated by each of the foregoing (“Expenses”), including, without limitation, the reasonable fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that have been retained by it and any financing fees pursuant to the commitments contemplated by their respective Debt Commitment Letters.

1.6.2. Except as otherwise provided in the Carveout Transaction Agreements or the other agreements contemplated thereby (including tax sharing and transition services agreements referred to therein), all costs and out-of-pocket expenses incurred by Parent from the date of this Agreement until the Closing Date or termination of the Merger Agreement, whichever is earlier, to comply with their obligations under the Merger Agreement (including the costs incurred for HSR and other competition filings (even if made by Wolverine as the ultimate parent entity), filing fees, or other costs as may be mutually agreed) (but excluding any fees, costs and expenses referred to in Section 1.5 above) and, in the event the Merger is consummated, all costs and out-of-

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pocket expenses incurred by the Company in connection with the Merger Agreement, and the transactions contemplated thereby, including the reasonable fees, expenses and disbursements of lawyers, accountants, consultants and other advisors to the Company or that have otherwise been retained by it, any costs incurred by Parent or the Surviving Corporation to comply with their obligations under Section 6.11 of the Merger Agreement (including the cost to obtain the D&O Insurance), and, unless otherwise provided for in the aforementioned tax sharing agreement, Section 6.19 of the Merger Agreement, as well as any Separation Costs incurred by the Surviving Corporation and Wolverine in connection with the Carveout Transaction Agreements and the transactions contemplated thereby, shall be borne on a Pro Rata Basis by Wolverine, on the one hand, and the Sponsors, on the other. “Separation Costs” shall mean the costs associated with the separation of the PLG Business as described in the Carveout Transaction Agreements, including the costs to obtain any third party consents in connection therewith, costs incurred in connection with the defeasement of those certain Series A and Series B 8.25% Senior Subordinated Notes due 2013 under the Indenture dated July 28, 2003 (the “Notes”), including the aggregate principal amount of and interest on the Notes, and costs incurred in connection with any litigation related to the Merger or the other transactions contemplated by the Merger Agreement that is brought against the Company and/or its board of directors (excluding, except for liabilities arising under Section 6.11 of the Merger Agreement, litigation arising from or relating to the Debt Financing (arising upon the closing of, or at any time after, the Debt Financing), including the grant or acquisition of any liens or secured claims pursuant to the Debt Financing, or any modification, extension, renewal or replacement thereof). For the avoidance of doubt, the liabilities excluded pursuant to the immediately preceding parenthetical will be borne and satisfied 100% by the Party that has entered into and consummated the applicable Debt Financing arrangement. For clarification, Separation Costs hereunder do not include severance costs and other employment termination-related liabilities incurred in connection with the termination of employment of employees of the PLG Business or PSS Business, it being agreed that the responsibility for, and allocation of, such costs and liabilities will be provided for in that certain transition services agreement to be entered into at the Closing.

1.6.3. In the event of a termination of the Merger Agreement in which a reimbursement of Parent Expenses is paid to Parent by the Company, Parent shall reimburse the Parties for the Expenses incurred by them; provided that if the amount paid by the Company to Parent as Parent Expenses is not sufficient to reimburse the Parties in full for all of the Expenses incurred by them, then the amount received by Parent from the Company as Parent Expenses shall be paid to Wolverine, on the one hand, and the Sponsors, on the other, on a Pro Rata Basis for reimbursement of Expenses.

1.7. Representations, Warranties and Covenants.

1.7.1. Each Party hereby represents, warrants and covenants to the other Parties that none of the information supplied in writing by such Party specifically for inclusion or incorporation by reference in the Proxy Statement will cause a breach of the representations and warranties of Parent or Merger Sub set forth in the Merger Agreement.

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1.7.2. Each Party hereby represents, warrants and covenants to the other Parties that the information supplied in writing by such Party in connection with filings or notifications under, or relating to, Antitrust Law is and will be accurate and complete in all material respects.

1.7.3. Each Party represents and warrants to the other Parties that (i) such Party has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; (ii) this Agreement constitutes the valid and legally binding obligation of such Party, enforceable in accordance with its terms; and (iii) the execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by such Party.

1.8. Exclusivity. The Parties agree that from and after the date of this Agreement, none of the Parties will, solicit, initiate, encourage or participate in any discussions or negotiations, or enter into any agreements, arrangements or understandings, with any person or entity, other than the other Parties, regarding a possible transaction involving any assets or securities of the Company, including any possible transaction that contemplates that such person or entity would, or reasonably could be expected to, provide equity financing for, or otherwise serve as a principal party or investor in, an acquisition of all or any part of the Company.

1.9. Cooperation. Wolverine shall reasonably cooperate with the Company in the preparation of the financial statements and other information and data referred to in Section 6.14(c)(iv) of the Merger Agreement, including any private placement memoranda referred to therein, and will use its commercially reasonable efforts to consummate a Rule 144A offering of senior notes pursuant to the Debt Financing Commitment as promptly as is reasonably practicable. In addition, the Parties will reasonably cooperate to effect the timely defeasement of the Notes.

1.10. Indemnification. Each Party (an “Indemnifying Party”) shall protect, indemnify, defend and hold each other Party (an “Indemnified Party”), its respective successors and assigns, and their respective shareholders, directors, officers, employees and agents, harmless from and against any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys’ fees and expenses arising from or relating to a breach of this Agreement by the Indemnifying Party; provided that this sentence shall not apply to the Parties’ obligations under Section 1.1.4.

1.11. Open Water Ventures, LLC. Subject to receipt of its Debt Financing, Wolverine will cause Open Water Ventures, LLC to perform and comply with all of its covenants and obligations required to be performed by it under the Purchase Agreement, as and when the same are required to be performed by it, but subject to the terms and conditions of the Purchase Agreement.

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2. MISCELLANEOUS.

2.1. Termination. This Agreement shall become effective on the date hereof and shall terminate upon the earliest of (i) the Closing pursuant to the Merger Agreement and (ii) the termination of the Merger Agreement; provided, however, that any liability for failure to comply with the terms of this Agreement shall survive any such termination. Notwithstanding the foregoing, Article 2, and Sections 1.4, 1.5, 1.6 and 1.8 of this Agreement shall survive indefinitely following the termination of this Agreement.

2.2. Amendment. This Agreement may be amended or modified and the provisions hereof may be waived, only by an agreement in writing signed by each of the Parties.

2.3. Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with applicable law. The provisions hereof are severable, and any provision hereof being held invalid or unenforceable shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

2.4. Remedies. No Party shall have any liability under any provision of this Agreement under any circumstances for punitive, consequential, special or incidental damages, including lost future income, revenue or profits, as a result of any breach of this Agreement. In addition, the Parties to this Agreement agree that irreparable damages would occur in the event that any of the provisions of this Agreement were not performed in accordance with their terms. Accordingly, it is agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement which, other than in the case of Section 1.1.4, shall be in addition to any other remedy to which they are entitled at law or in equity.

2.5. No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Parties may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, Parent and each Party acknowledges and agrees that no Person other than the Parties has any obligations hereunder and that Parent and each Party has no right of recovery under this Agreement or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Parties or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, affiliate, agent or assignee of any of the foregoing (collectively, each a “Non-Recourse Party”), through Parent, Merger Sub, the Company or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent, Merger Sub or the Company against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise. Nothing set forth in this Agreement shall confer or give or shall be construed to confer or give to any Person other than the parties hereto (including any Person acting in a representative capacity) any rights or remedies against any Person other than as expressly set forth herein.

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2.6. Further Assurances. Each Party agrees to act in good faith and to execute such further documents and perform such further acts as may be reasonably required to carry out the provisions of the Merger Agreement and the Carveout Transaction Agreements and the transactions contemplated in each of the foregoing, subject, in each case, to the terms and conditions thereof.

2.7. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or non-U.S. statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation.

2.8. Governing Law; Consent to Jurisdiction. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Parent, Merger Sub and the Parties hereby irrevocably submit to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware (the “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate, or that this Agreement or any such document may not be enforced in or by such Chosen Courts, and Parent, Merger Sub and the Parties hereto irrevocably agree that all claims relating to such action, suit or proceeding shall be heard and determined in the Chosen Courts. Parent, Merger Sub and the Parties hereby consent to and grant any such Chosen Court jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in this Section 2.8 or in such other manner as may be permitted by law shall be valid, effective and sufficient service thereof.

2.9. WAIVER OF JURY TRIAL. EACH OF PARENT, MERGER SUB, WOLVERINE, BLUM AND GOLDEN GATE ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PERSON HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PERSON MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION,

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SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF PARENT, MERGER SUB, WOLVERINE, BLUM AND GOLDEN GATE CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY TO THIS AGREEMENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) SUCH PERSON UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) SUCH PERSON MAKES THIS WAIVER VOLUNTARILY AND (d) SUCH PERSON HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2.9.

2.10. Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later, nor shall any such delay, omission or waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after such waiver.

2.11. Other Agreements. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their affiliates with respect to the subject matter contained herein except for such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms.

2.12. Assignment. This Agreement may not be assigned by any Party or by operation of law or otherwise without the prior written consent of each of the other Parties, except that this Agreement may be assigned by any party to one or more of its affiliates; provided, however, that the party making such assignment shall not be released from its obligations hereunder. Any attempted assignment in violation of this Section 2.12 shall be null and void.

2.13. No Representations or Duty. (a) Each Party specifically understands and agrees that no Party has made or will make any representation or warranty with respect to the terms, value or any other aspect of the transactions contemplated hereby, and each Party explicitly disclaims any warranty, express or implied, with respect to such matters. In addition, each Party specifically acknowledges, represents and warrants that it is not relying on any other Party (i) for its due diligence concerning, or evaluation of, the Company or its assets or businesses, (ii) for its decision with respect to making any investment contemplated hereby or (iii) with respect to tax and other economic considerations involved in such investment.

(b) In making any determination contemplated by this Agreement, each Party may make such determination in its sole and absolute discretion, taking into account only such Party’s own views, self-interest, objectives and concerns, except as expressly provided herein. No Party shall have any fiduciary or other duty to any other Party or to Parent except as expressly set forth in this Agreement.

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2.14. Counterparts. This Agreement may be executed in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

2.15. Notices. All demands, notices, requests, consents, and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered by courier service, messenger, telecopy or electronic mail at, or if duly deposited in the mails, by certified or registered mail, postage prepaid — return receipt requested, to each Party at the address set forth in the Commitment Letters (in the case of Blum and Golden Gate) or in the Carveout Transaction Agreements (in the case of Wolverine), or any other address designated by such Party in writing to Parent.

[Signature pages follow]

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) as of the date first above written.

WBG-PSS HOLDINGS LLC
By:	/s/ David Chung
Name:	David Chung
Title:	Vice President
WBG-PSS MERGER SUB INC.
By:	/s/ David Chung
Name:	David Chung
Title:	Vice President

WOLVERINE WORLD WIDE, INC.
By:	/s/ Blake W. Krueger
Name:	Blake W. Krueger
Title:	Chairman, Chief Executive Officer and President

GOLDEN GATE CAPITAL OPPORTUNITY FUND, L.P.
By: GGC Opportunity Fund Management, L.P.
Its: General Partner
By: GGC Opportunity Fund Management GP, Ltd.
Its: General Partner
By:	/s/ Sue Breedlove
Name:	Sue Breedlove
Title:	Authorized Signatory

BLUM STRATEGIC PARTNERS IV, L.P.
By: Blum Strategic GP IV, L.P., its General Partner
Its: Blum Strategic GP IV, L.L.C., its General Partner
By:	/s/ David Chung
Name:	David Chung
Title:	Authorized Person

EX-99.F

Exhibit F

EXECUTION VERSION

SPONSORS AGREEMENT

This Sponsors Agreement (this “Agreement”) is made as of May 1, 2012, by and between Golden Gate Private Equity, Inc. and its affiliated investment funds ( “Golden Gate”); and Blum Capital Partners, L.P. and its affiliated investment funds (“Blum”, and collectively with Golden Gate, the “Sponsors”). Capitalized terms used but not defined herein shall have the meanings given thereto in the Merger Agreement (as defined below) unless otherwise specified.

RECITALS

1. On the date hereof, WBG-PSS Holdings LLC, a Delaware limited liability company (“Parent”), and WBG-PSS Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), have entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Parent, Merger Sub, Wolverine World Wide, Inc., a Delaware corporation (“Wolverine”), and Collective Brands, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company becoming the surviving entity and a wholly-owned subsidiary of Parent.

2. On the date hereof, Parent is entering into a separation agreement (the “Carveout Transaction Agreement”) with Wolverine pursuant to which, upon the terms and subject to the conditions set forth therein, simultaneously with the closing under the Merger Agreement (the “Closing”), Parent will transfer or cause to be transferred to Wolverine all of the equity interests, assets and liabilities comprising the Collective Brands, Inc. Performance + Lifestyle Group business (the “PLG Business”) such that following the Closing Parent will hold the Payless ShoeSource and Collective Licensing International business of Collective Brands, Inc. (the “PSS Business”).

3. On the date hereof, Blum, Golden Gate and Wolverine are entering into that certain Interim Agreement (the “Interim Agreement”) which provides for the terms and conditions that will govern the actions of Parent and Merger Sub and the relationship among Wolverine, Blum and Golden Gate in respect of their ownership of Parent.

4. Immediately following the Closing, all of the outstanding equity of Parent will be held by Blum and Golden Gate, and Blum and Golden Gate desire to provide for certain terms and conditions that will govern the relationship between them, as more particularly set forth in this Agreement.

Therefore, the parties hereto hereby agree as follows:

1. AGREEMENTS BETWEEN THE SPONSORS.

1.1. Pre-Closing Decisions.

1.1.1. Any decision under the Interim Agreement that requires the consent of each of Blum and Golden Gate in its sole discretion (i.e., the decisions referred to in

Section 1.1.1 of the Interim Agreement) will require the consent of each Sponsor, in its sole discretion. For avoidance of doubt, any decision to increase the merger consideration payable per share under the Merger Agreement will require the consent of each Sponsor, in its sole discretion.

1.1.2. The determination as to whether there has occurred a Company Material Adverse Effect under clause (2) of the definition thereof may be made by either Sponsor in its sole discretion; provided that if one (and only one) Sponsor determines that such a Company Material Adverse Effect has occurred and solely as a consequence thereof the Closing is not consummated but a court of competent jurisdiction finally determines that such a Company Material Adverse Effect had not occurred and Parent and Merger Sub are required to pay the Parent Termination Fee and other amounts pursuant to Section 8.5(e) of the Merger Agreement, then the Sponsor that made such determination shall be responsible for 100% of such amounts required to be paid by Parent and Merger Sub (it being agreed that if both Sponsors make such determination and solely as a consequence thereof the Closing is not consummated but a court of competent jurisdiction finally determines that such a Company Material Adverse Effect had not occurred and Parent and Merger Sub are required to pay the Parent Termination Fee and other amounts pursuant to Section 8.5(e) of the Merger Agreement, then each Sponsor shall be responsible for 50% of such amounts required to be paid by Parent and Merger Sub).

1.1.3. Any determination to waive the non-satisfaction of the condition set forth in Section 7.2(c) (regarding the occurrence of a Company Material Adverse Effect under clause (2) of the definition thereof) shall be made upon the unanimous agreement of the Sponsors.

1.1.4. The decision to cause Parent or Merger Sub to act (or to fail to act) that does not require the consent of Wolverine under the terms of the Interim Agreement, will be made upon the unanimous consent of the Sponsors.

1.1.5. Notwithstanding any provision of this Agreement to the contrary, from and after the time a Sponsor becomes a Failing Sponsor (as defined below), the approval or consent of such Failing Sponsor shall not be required for any purposes under this Agreement.

1.2. Shareholders Agreement; Certain Fees. Each Sponsor, concurrently with the Closing, shall enter into one or more definitive agreements with respect to the matters set forth on Exhibit A hereto; provided, that such definitive agreements shall be consistent with Exhibit A or, if inconsistent with Exhibit A, shall be approved by the unanimous consent of the Sponsors. In addition, management companies affiliated with each Sponsor (or its affiliates) will enter into an agreement with the Surviving Corporation at Closing providing for the payment, in amounts and on terms determined by the Sponsors (consistent with the terms set forth on Exhibit B), of transaction fees and a periodic management fee, each such fee to be allocated as provided on Exhibit B, in consideration of services to be provided to Parent in connection with the transactions contemplated by the Merger Agreement and thereafter.

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1.3. Termination Fee. After adequate provision is made therefrom for the payment or reimbursement of all fees and expenses incurred by the Sponsors in connection with the transactions contemplated by the Merger Agreement and the Carveout Transaction Agreement, including the reasonable fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that have been retained by any of the Sponsors and any financing fees and expenses (“Expenses”), the remaining amount of any Termination Fee paid by the Company or any of its affiliates pursuant to the Merger Agreement or otherwise and to which the Sponsors are entitled pursuant to Section 1.4 of the Interim Agreement shall be shared equally by the Sponsors.

1.4. Parent Termination Fee.

1.4.1. The portion of the Parent Termination Fee required to be paid by the Sponsors pursuant to Section 1.5.2 of the Interim Agreement (such portion, the “Parent Termination Fee Amount”) shall be funded as follows:

(i) in the case where the failure of Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement in the circumstances described in Section 8.3(b) or 8.3(c) of the Merger Agreement results from the failure by Blum to perform (or to demonstrate that it is ready, willing and able to perform), as and when required, its obligations under that certain equity commitment letter of Blum dated as of the date hereof (the “Blum Commitment Letter”) and, but for the occurrence of such failure to perform by Blum (or to demonstrate that it is ready, willing and able to perform) as and when required, Golden Gate is and has demonstrated that it is ready, willing and able to perform its obligations, as and when required, under that certain commitment letter of Golden Gate dated as of the date hereof (the “Golden Gate Commitment Letter”; and, together with the Blum Commitment Letter, the “Commitment Letters”), then the Parent Termination Fee Amount shall be funded 100% by Blum;

(ii) in the case where the failure of Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement in the circumstances described in Section 8.3(b) or 8.3(c) of the Merger Agreement results from the failure by Golden Gate to perform (or to demonstrate that it is ready, willing and able to perform), as and when required, its obligations under the Golden Gate Commitment Letter and, but for the occurrence of such failure to perform by Golden Gate (or to demonstrate that it is ready, willing and able to perform) as and when required, Blum is and has demonstrated that it is ready, willing and able to perform its obligations, as and when required, under the Blum Commitment Letter, then the Parent Termination Fee Amount shall be funded 100% by Golden Gate; and

(iii) in the case where the failure of Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement in the circumstances described in Section 8.3(b) or 8.3(c) of the Merger Agreement results from the failure to fund of the debt financing contemplated by that certain

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debt commitment letter dated as of the date hereof (the “ABL Commitment Letter”) (and no alternative financing source is, and demonstrates that it is, ready, willing and able to fund the debt contemplated by the ABL Commitment Letter) and (x) except for the occurrence of such failure, each of Blum and Golden Gate is, and demonstrates that it is, ready, willing and able to perform its obligations under the Blum Commitment Letter and the Golden Gate Commitment Letter, respectively, or (y) neither Blum nor Golden Gate is ready, willing and able (and neither Blum nor Golden Gate demonstrates that it is ready, willing and able) to fund 50% of the amount of such debt financing contemplated by the ABL Commitment Letter to be funded at the Closing, then the Parent Termination Fee Amount shall be funded 50% by Blum and 50% by Golden Gate; provided, that if either Blum or Golden Gate (but not both) is ready, willing and able (and demonstrates that it is ready, willing and able) to fund 50% of the amount of the debt financing contemplated by the ABL Commitment Letter to be funded at the Closing, then (x) the Parent Termination Fee Amount shall be funded 100% by the Sponsor that was not ready, willing and able (and did not demonstrate that it was ready, willing and able) to fund 50% of the amount of the debt financing contemplated by the ABL Commitment Letter to be funded at the Closing and, further, (y) the Sponsor that is ready, willing and able (and demonstrates that it is ready, willing and able) to fund 50% of the amount of the debt financing contemplated by the ABL Commitment Letter to be funded at the Closing, may elect in its sole discretion to fund (or cause to be funded by obtaining an alternative financing source therefor) 100% of the amount of the debt financing contemplated by the ABL Commitment Letter to be funded at the Closing, and shall have the right to declare that the other Sponsor shall be a “Failing Sponsor” for all purposes under this Agreement. A Sponsor shall have a reasonable period of time to demonstrate that it is “ready, willing and able” to provide the funding referred to in this clause (iii); provided that under no circumstances will such period of time necessitate, extend the period of time for, or otherwise result in any delay of the Closing under the Merger Agreement or any breach by Parent or Merger Sub of their obligations under the Merger Agreement.

1.4.2. The portion of the Parent Termination Fee required to be paid by the Sponsors pursuant to Section 1.5.3 of the Interim Agreement shall be funded 50% by Blum and 50% by Golden Gate.

1.4.3. The portion of Company Expenses required to be paid by the Sponsors pursuant to Section 1.5.4 of the Interim Agreement shall be funded (i) 50% by Blum and 50% by Golden Gate if both Sponsors have determined that there has occurred a Company Material Adverse Effect under clause (2) of the definition thereof, (ii) 100% by Blum if Blum (and only Blum and not Golden Gate) has determined that there has occurred a Company Material Adverse Effect under clause (2) of the definition thereof and (iii) 100% by Golden Gate if Golden Gate (and only Golden Gate and not Blum) has determined that there has occurred a Company Material Adverse Effect under clause (2) of the definition thereof.

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1.5. Expense Sharing. Except as otherwise provided in Section 1.3 of this Agreement or Section 1.6 of the Interim Agreement, each of Blum and Golden Gate will pay 50% of the aggregate amount of Expenses; provided, that in the event each of the Merger and the Carveout Transaction is consummated, then the Surviving Corporation will pay all such Expenses.

1.6. Exchange Fund. Each Sponsor will be entitled to receive 50% of the amount (if any) to which the Sponsors are entitled under Section 1.3.5 of the Interim Agreement and each Sponsor will be responsible for 50% of the amount for which the Sponsors are responsible under Section 1.3.6 of the Interim Agreement.

1.7. Equity Commitments.

1.7.1. After the Effective Time, transfers by the Sponsors of their equity interests in Parent will be restricted under the terms of the definitive agreements to be entered into at the Closing as described on Exhibit A attached hereto.

1.7.2. To the extent that it will be possible to consummate the Merger with the Sponsors contributing less than the full amount of the equity with respect to which each such Sponsor has made a commitment, then the amount of each Sponsor’s equity commitment will be reduced in equal amounts (on a dollar-for-dollar basis in the aggregate for both Sponsors).

1.7.3. In the event that (a) a Sponsor (the “Closing Sponsor”) delivers an irrevocable notice (which notice may be terminable by such Sponsor only at such time as the Sponsor's Commitment Letter terminates in accordance with the terms thereof) as provided in Section 2.12 hereof confirming (i) such Sponsor's determination that the conditions set forth in Article VII of the Merger Agreement to the obligations of Parent and Merger Sub to consummate the transactions contemplated thereby have been satisfied (or waived in accordance with the provisions of the Merger Agreement, this Agreement and the Interim Agreement), (ii) that such Sponsor is ready, willing and able to fund its equity commitment set forth in its Commitment Letter (as the same may be reduced pursuant to Section 1.7.2 hereof), and (iii) that Parent and the other Sponsor shall be entitled to rely on such notice and (b) the other Sponsor fails to fund its equity commitment as and when required under such Sponsor’s Commitment Letter or fails to demonstrate that it is ready, willing and able to fund such Sponsor’s equity commitment as set forth in its Commitment Letter (such Sponsor, a “Failing Sponsor”), then the Closing Sponsor shall have the right, in its sole election, (x) to fund (or cause to be funded by obtaining an alternative financing source therefor), on behalf of such Failing Sponsor the amount of such Failing Sponsor’s equity commitment as set forth in its Commitment Letter and (y) to seek and obtain one or more alternative equity financing sources to fund the amount of such Failing Sponsor’s equity commitment as set forth in such Failing Sponsor’s Commitment Letter.

1.8. Confidentiality. No Sponsor will (without the consent of the other Sponsor) disclose to any third party any of the terms of this Agreement (or the existence hereof) or any other non-public information received by such Sponsor from the other Sponsor during the course of their discussions and negotiations of this Agreement, except as required by applicable law.

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2. MISCELLANEOUS.

2.1. Termination. This Agreement shall become effective on the date hereof and shall terminate upon the earliest of (i) the Closing pursuant to the Merger Agreement and (ii) the termination of the Merger Agreement; provided, however, that any liability for failure to comply with the terms of this Agreement shall survive any such termination. Notwithstanding the foregoing, Article 2, and Sections 1.3, 1.4, 1.5 and 1.8 of this Agreement shall survive indefinitely following the termination of this Agreement.

2.2. Amendment. This Agreement may be amended or modified and the provisions hereof may be waived, only by an agreement in writing signed by each of the Sponsors.

2.3. Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with applicable law. The provisions hereof are severable, and any provision hereof being held invalid or unenforceable shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

2.4. No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that the Sponsors may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, each Sponsor acknowledges and agrees that no Person other than the Sponsors has any obligations hereunder and that no Sponsor has any right of recovery under this Agreement or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Sponsors or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, affiliate, agent or assignee of any of the foregoing (collectively, each a “Non-Recourse Party”), through Parent, Merger Sub, the Company or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent, Merger Sub or the Company against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise. Nothing set forth in this Agreement shall confer or give or shall be construed to confer or give to any Person other than the parties hereto (including any Person acting in a representative capacity) any rights or remedies against any Person other than as expressly set forth herein.

2.5. Governing Law; Consent to Jurisdiction. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The Sponsors hereby irrevocably submit to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or to the extent such court does not have subject matter

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jurisdiction, the United States District Court for the District of Delaware (the “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate, or that this Agreement or any such document may not be enforced in or by such Chosen Courts, and the Sponsors hereto irrevocably agree that all claims relating to such action, suit or proceeding shall be heard and determined in the Chosen Courts. The Sponsors hereby consent to and grant any such Chosen Court jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in this Section 2.5 or in such other manner as may be permitted by law shall be valid, effective and sufficient service thereof.

2.6. WAIVER OF JURY TRIAL. EACH SPONSOR ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PERSON HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PERSON MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH SPONSOR CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY TO THIS AGREEMENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) SUCH PERSON UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) SUCH PERSON MAKES THIS WAIVER VOLUNTARILY AND (d) SUCH PERSON HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2.6.

2.7. Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later, nor shall any such delay, omission or waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after such waiver.

2.8. Other Agreements. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their affiliates with respect to the subject matter contained herein except for such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms.

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2.9. Assignment. This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties, except that this Agreement may be assigned by any party to one or more of its affiliates; provided, however, that the party making such assignment shall not be released from its obligations hereunder. Any attempted assignment in violation of this Section 2.9 shall be null and void.

2.10. No Representations or Duty. (a) Each Sponsor specifically understands and agrees that no Sponsor has made or will make any representation or warranty with respect to the terms, value or any other aspect of the transactions contemplated hereby, and each Sponsor explicitly disclaims any warranty, express or implied, with respect to such matters. In addition, each Sponsor specifically acknowledges, represents and warrants that it is not relying on any other party (i) for its due diligence concerning, or evaluation of, the Company or its assets or businesses, (ii) for its decision with respect to making any investment contemplated hereby or (iii) with respect to tax and other economic considerations involved in such investment.

(b) In making any determination contemplated by this Agreement, each Sponsor may make such determination in its sole and absolute discretion, taking into account only such Sponsor’s own views, self-interest, objectives and concerns, except as expressly provided herein. No Sponsor shall have any fiduciary or other duty to any other Sponsor except as expressly set forth in this Agreement.

2.11. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

2.12. Notices. All demands, notices, requests, consents, and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered by courier service, messenger, telecopy or electronic mail at, or if duly deposited in the mails, by certified or registered mail, postage prepaid — return receipt requested, to each Party at the address set forth in the Commitment Letters, or any other address designated by such Sponsor to the other Sponsor.

[Signature pages follow]

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) as of the date first above written.

GOLDEN GATE PRIVATE EQUITY, INC.
By:	/s/ Sue Breedlove
	Sue Breedlove
	Authorized Signatory
BLUM CAPITAL PARTNERS, L.P.
By:	/s/ David Chung
	David Chung
	Partner