WILSONS THE LEATHER EXPERTS INC
EX-10.1
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt">Exhibit&nbsp;10.1</FONT>



<P align="center" style="font-size: 12pt"><B>FIRST AMENDMENT</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">THIS FIRST AMENDMENT (&#147;Amendment&#148;) is entered into on this 22nd day of December, 2004, by and
between Wilsons The Leather Experts Inc. (the &#147;Company&#148;), and Joel N. Waller, a Minnesota resident
(&#147;Waller&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, Waller has been employed by the Company as its Chairman and Chief Executive Officer
and is a director of the Company;


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Company and Waller previously entered into an Agreement dated October&nbsp;28th, 2004
(the &#147;Original Agreement&#148;), pursuant to which Waller resigned all positions held by Waller as an
employee, officer, and director of the Company and as a director and officer of all subsidiaries of
the Company effective as of January&nbsp;31, 2005;


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, Waller and the Company have agreed that Waller shall remain a director of the Company
until the expiration of his term at the 2005 annual meeting of shareholders of the Company, subject
to the terms and conditions of this Amendment; and


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Company and Waller desire to amend the Original Agreement as set forth in this
Amendment in connection with Waller&#146;s service as a director of the Company;


<P align="left" style="font-size: 12pt; text-indent: 4%">NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained
herein, the parties agree as follows:


<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;Section&nbsp;2 of the Original Agreement is hereby deleted in its entirety and replaced with the
following:</FONT><FONT style="font-size: 10pt"></FONT>



<P align="left" style="margin-left:8%; font-size: 10pt"><FONT style="font-size: 12pt">2. <U><B>Resignations/Final Pay</B></U><B>.</B></FONT><FONT style="font-size: 10pt"></FONT>



<P align="left" style="margin-left:8%; font-size: 10pt"><FONT style="font-size: 12pt">(a)&nbsp;The Company and Waller confirm that Waller has resigned as Chief Executive
Officer of the Company effective December&nbsp;15, 2004.</FONT><FONT style="font-size: 10pt"> </FONT><FONT style="font-size: 12pt">By executing this
Agreement, Waller confirms his resignation of all other positions held by Waller as
an employee and officer of the Company (including as Chairman of the Board of the
Company) and as a director and officer of all subsidiaries of the Company, effective
as of the Separation Time. Waller shall continue as a director of the Company for
the remainder of his term, ending at the 2005 annual meeting of shareholders,
subject to his earlier resignation or removal, but shall not seek re-election as a
director at the 2005 annual meeting of shareholders.</FONT>



<P align="left" style="margin-left:8%; font-size: 12pt">(b)&nbsp;Waller shall be paid his base salary through the Separation Time, in bi-weekly
installments, at the rate in effect as of the date of this Agreement. Following the
Separation Time, the Company will pay, or will cause one or more of its subsidiaries
to pay, Waller: (i)&nbsp;any accrued and unused paid time off, payable in accordance with
the regular practices of the Company; and (ii)&nbsp;the full amount of the incentive
award for the Incentive Plan period ending on the Separation Time, payable on the
same date and in the same manner that awards under the Incentive Plan for such year
are paid to the other participants in the Incentive Plan.



<P align="left" style="margin-left:8%; font-size: 12pt">(c)&nbsp;Waller shall not be entitled to receive any compensation for his service as a
director of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;All capitalized terms not otherwise defined herein shall have the meanings ascribed to such
terms in the Original Agreement. Other than as expressly amended in this Amendment, the Original
Agreement shall continue in full force and effect, as so amended by this Amendment.



<P align="left" style="margin-left:4%; font-size: 12pt">IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date stated above.


<P align="left" style="font-size: 12pt"><U>/s/ Joel N. Waller</U>
<BR>
Joel N. Waller


<P align="left" style="font-size: 12pt">WILSONS THE LEATHER EXPERTS INC.


<P align="left" style="font-size: 12pt">By: <U>/s/Michael Cowhig</U>


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    <TD width="4%" style="background: transparent">&nbsp;</TD>
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    <TD width="1%">&nbsp;</TD>
    <TD>Michael Cowhig</TD>
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<P align="left" style="font-size: 12pt; text-indent: 4%">Its Chairman, Compensation Committee



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