BROWN SHOE COMPANY, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2002 PERFORMANCE AWARD AGREEMENT

THIS AGREEMENT represents the grant of a Performance Award (the “Award”) by Brown Shoe Company, Inc., a New York corporation (the “Company”), to the Participant named below, pursuant to the provisions of the Incentive and Stock Compensation Plan of 2002 (the “Plan”), as follows:

Target Award: ___ Performance Shares

Form of Award Payment: Shares or equivalent cash value, or a combination of both Shares and cash, in the Board’s sole discretion (per Section 5 below)

Performance Measures :   Cumulative earnings per share for ___ fiscal years and compound annual revenue growth for ___ fiscal years (per Section 2 below), and with no payment unless cumulative earnings per shares for Fiscal Years 20__, 20__ and 20__ are at least $____

Amount of Award Payment : nothing (zero shares or $0.00) to ___ times the number of Target Award Performance Shares or equivalent cash value, depending on whether and the extent to which Performance Measure have been met

2.    Award Payment and Achievement of Performance Measures . The Award Payment under this Award Agreement depends upon the Company’s achievement of certain Performance Measures established by the Board. These Performance Measures are cumulative earnings per share for Fiscal Years 20__, 20__ and 20__ and compound annual revenue growth for Fiscal Years 20__, 20__ and 20__, as set forth in the chart below. For purposes of the Performance Measures, “earnings per share” shall be calculated based on annual net earnings divided by the average annual number of diluted Shares outstanding; “revenue” shall represent the net sales as reported, and the “compound annual revenue” growth rate percentage shall be calculated based on the geometric average growth rate in revenue for Fiscal Years 20__, 20__ and 20__.

The amount of the Award Payment will be based on a percentage of the Target Award specified above, ranging from 0% to __%, calculated in accordance with the following chart:

Interpolation shall be used to determine the percent of the Target Award Payable in the event the Company’s EPS measure and revenue growth measure do not fall directly on one of the ranks listed in the above chart. No award is payable unless the minimum EPS of $____ is achieved.

3.   Termination Provisions . Except as provided below, a Participant shall be eligible for payment of the Target Award in accordance with Section 2 only if the Participant’s employment with the Company continues through the end of the Performance Period. If a Participant retires at normal retirement date or at early retirement date with the approval of the Board (“Retirement”), or suffers a permanent Disability, or dies during the Performance Period, the Board, in its sole discretion, may determine that the Participant shall be eligible for that proportion of the Award payable under Section 2 for such Performance Period that his or her number of full months of participation during the Performance Period bears to the total number of months in the Performance Period. In the event of the death of the Participant, his or her beneficiary shall be entitled to the Award to which the Participant otherwise would have been entitled under the same conditions as would have been applicable to the Participant.

4.   No   Voting or   Dividend Rights . Participant shall have no right to vote or receive any distributions with respect to the Shares subject to the Award.

5.   Form and Timing of Payment of the Award . The Award Payment may be made in Sh