BROWN SHOE COMPANY, INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

A.   “Account” means the account in a special ledger, to be established by the Company, in which the Company shall credit Units for a Participant.

B.   “Beneficiary” means the person(s) designated by a Participant on the Election Agreement to receive payments due the Participant in the event of the death of the Participant.  In the absence of such designation or in the event the designated person fails to survive the Participant, “Beneficiary” shall mean the estate of the Participant.

C.   “Board of Directors” means the board of directors of the Company.

D.   “Common Stock” means shares of the common stock, par value $0.01 per share, of the Company.

E.   “Company” means Brown Shoe Company, Inc., a New York corporation, or any successor thereto.

F.   “Election Agreement” means the agreement supplied by the Company that evidences a Participant’s participation in the Plan.

G.    “Exchange Act” means the Securities Exchange Act of 1934, as amended.

H.   “Fair Market Value” shall mean the average of the highest and lowest quoted selling prices for shares of Common Stock on the New York Stock Exchange or equivalent securities exchange on the relevant date, or if there is no sale on such date, then on the last previous day on which a sale was reported.

I.   “Meeting Fees” means those cash fees payable to a Non-employee Director from the Company for attending meetings of the Board of Directors and committees of the Board of Directors.

J.   “Non-employee Director” means each member of the Board of Directors who is not an employee of the Company, and if approved by the Board of Directors any honorary or advisory member of the Board of Directors.

K.   “Participant” means each Non-Employee Director who has an Account under the Plan.

L.    “Payment Date” means the last day of each quarter of each fiscal year of the Company.

M.   “Plan” means the Brown Shoe Company, Inc. Deferred Compensation Plan for Non-Employee Directors.

N.   “Retainer” means the retainer payable to a Non-employee Director from the Company, whether for service on the Board of Directors or a committee thereof and whether such retainer be paid annually, quarterly or in some other manner.

O.   “Unit” means the measure of the benefit which may be awarded under the Plan and which shall, to the extent provided in the Plan, be equivalent to one share of Common Stock.

A.   Eligibility .  All Non-employee Directors are eligible to become Participants.

B.   Conditions to Participation .  Each Non-employee Director who desires to become a Participant shall execute and deliver an Election Agreement to the Company irrevocably electing to defer until the termination of his or her service as a Non-employee Director the receipt of all or a portion of either his or her Retainer or Meeting Fees, or both.  The Election Agreement shall be filed with the Company within 30 days of the date he or she becomes a Non-employee Director.  Such election shall be irrevocable with respect to the Retainer and Meeting Fees earned during the initial fiscal year of participation, and shall apply only to the portion of the Retainer and the Meeting Fees earned after the date the Election Agreement is filed with the Company.  After such initial fiscal year as a Non-employee Director, a Non-employee Director may elect to defer a Retainer and/or Meeting Fees by filing an Election Agreement with the Company no later than the December 31 preceding the first day of the fiscal year of the Company to which such election relates.

C.   Continued Participation .  An Election Agreement filed with the Company shall remain in effect until altered or terminated by a Non-employee Director under this Section III.C.  However, as of each December 31, any Election Agreement in effect as of such date shall be irrevocable for the fiscal year beginning after such December 31.  Each Non-employee Director shall have the right to alter the amount of his or her Retainer or Meeting Fees deferred pursuant to the Plan or terminate his or her participation in the Plan for a future fiscal year by giving written notice of such alteration or termination to the Company no later than the December 31 preceding the first day of the fiscal year that such alteration or termination shall be effective.  If the Participant chooses to terminate his or her participation in the Plan for future fiscal years, those amounts already deferred will remain in his or her Account established pursuant to Section IV hereof and be distributed at the appropriate time in accordance with Section V hereof.

A.   Deferred Compensation .  The Company shall establish an Account for each Participant and shall credit to the Account for each Participant as of each Payment Date a number of Units equal to the number of shares of Common Stock (including fractions) which could be purchased on such date with the amount of the Retainer or Meeting Fees which the Participant would have otherwise been entitled to receive since the last Payment Date but for such Participant’s deferral election pursuant to Section III hereof.  The deemed purchase price shall be the Fair Market Value of Common Stock on the Payment Date as of which the purchase is deemed to be made.

B.   Dividends .   Until a Participant has been paid his or her entire Account, the Company shall credit to such Participant’s Account as of the Payment Date next succeeding the dividend payment date on Common Stock a number of Units equal to the number of shares of Common Stock (including fractions) which c