BROWN SHOE CO INC
FORM OF NON-QUALIFIED STOCK OPTION PLAN AWARD AGMT
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<TYPE>EX-10.3
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<FILENAME>bws10q2ndexh10_3.htm
<DESCRIPTION>FORM OF NON-QUALIFIED STOCK OPTION PLAN AWARD AGMT
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<div align=right><b><font face="CG Times">Exhibit 10.3</font></b></div>
<b><font face="CG Times"></font></b>
<center>
<p><font face="CG Times">BROWN SHOE COMPANY, INC.</font>
<p><font face="CG Times">INCENTIVE AND STOCK COMPENSATION PLAN OF 2002</font>
<p><u><font face="CG Times">NON-QUALIFIED STOCK OPTION PLAN AGREEMENT</font></u></center>

<p><br>
<br>
<br>
<p><font face="CG Times">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
BROWN SHOE COMPANY, INC., a New York corporation (the "Company"), and ________________________________
(the "Optionee") hereby agree as follows:</font>
<p><font face="CG Times">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Section 1</u>. <u>Grant of Option</u>.</font>
<p><font face="CG Times">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In conformity with the Brown Shoe Company, Inc. Incentive and Stock Compensation
Plan of 2002 ("Plan") and pursuant to action of the Compensation Committee
charged with the administration thereof, the Company has granted to the
Optionee on March 4, 2004 ("Date of Grant"), subject to the conditions
and limitations hereinafter stated in this Agreement, the option to purchase
at the price specified in Section 2 hereof, up to _______ shares of the
Common Stock of the Company reserved for options under the Plan during
a period commencing one (1) year after the Date of Grant and ending ten
(10) years after the Date of Grant as follows:</font>
<dir>
<dir>
<ol TYPE=a>
<li>
<font face="CG Times">after one (1) year from the Date of Grant, the Optionee
may purchase up to twenty five percent (25%) of the total number of shares
to which this option relates;</font></li>

<li>
<font face="CG Times">after two (2) years from the Date of Grant, the Optionee
may purchase, on a cumulative basis, up to fifty percent (50%) of the total
number of shares to which this option relates;</font></li>

<li>
<font face="CG Times">after three (3) years from the Date of Grant, the
Optionee may purchase, on a cumulative basis, up to seventy-five percent
(75%) of the total number of shares to which this option relates;</font></li>

<li>
<font face="CG Times">after four (4) years but prior to the end of ten
(10) years from the Date of Grant, the Optionee may purchase, on a cumulative
basis, up to one hundred percent (100%) of the total number of shares to
which this option relates.</font></li>
</ol>
</dir>
</dir>
<font face="CG Times">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Section 2</u>. <u>Option Price</u>.</font>
<p><font face="CG Times">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The purchase price per share of Common Stock shall be $39.01<b>.</b></font>
<p><font face="CG Times">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Section 3</u>. <u>Conditions and Limitations on Right To Exercise Option
</u>.</font>
<p><font face="CG Times">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Notwithstanding the provisions of Section 1 hereof:</font>
<blockquote>
<blockquote>
<ol TYPE=a>
<li>
<font face="CG Times"><u>Time for Exercise</u>. This option may not, in
any event, be exercised prior to the commencement of the second (2nd) year
after the Date of Grant or after the expiration of ten (10) years from
the Date of Grant.</font></li>

<li>
<font face="CG Times"><u>Exercise While on Leave of Absence</u>. This option
may not be exercised by the Optionee while on a leave of absence until
he has returned to active employment with the Company, unless such exercise
is expressly approved in writing by the Compensation Committee.</font></li>

<li>
<font face="CG Times"><u>Exercise if No Longer an Employee</u>.</font></li>

<ol>
<li>
<font face="CG Times"><u>Termination</u>. Except as set forth in (2) below,
the option herein granted must be exercised by the Optionee only while
he is an employee of the Company or one of its subsidiaries (as defined
in Section 424(f) of the Internal Revenue Code of 1986, as amended (the
"Code)), or within sixty (60) days after termination as an employee, but
no later than ten (10) years from the Date of Grant.</font></li>

<li>
<font face="CG Times"><u>Death</u>. If the Optionee dies while employed
by the Company or one of its subsidiaries or dies within sixty (60) days
after termination of such employment, his option may be exercised to the
extent the Optionee was entitled to exercise it at the date of his death,
by a legatee or legatees of the Optionee under his last will, or by his
personal representatives or distributees at any time within one (1) year
after his death, but not after ten (10) years from the Date of Grant.</font></li>
</ol>
</ol>
</blockquote>
</blockquote>
<font face="CG Times">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Section 4</u>. <u>Method of Exercise of Option and Payment of Option
Price</u>.</font>
<blockquote>
<ol TYPE=a>
<li>
<font face="CG Times"><u>Exercise</u>. The option herein granted may be
exercised (in whole or in part) at any time or from time to time after
the right to exercise said option arises and before termination of said
right, by delivering to the Treasurer of the Company or by sending by registered
mail, postage prepaid, to the Company for the attention of the Treasurer
(i) a written request designating the number of shares of Common Stock
to be purchased, signed by the Optionee or the purchaser acting under Section
3(c)(2) hereof, and (ii) payment to the Company of the full purchase price
of the shares of Common Stock with respect to which the option is exercised.</font></li>

<li>
<font face="CG Times"><u>Payment</u>. The purchase price is to be paid
in full upon the exercise of an option, either (i) in cash, or (ii) in
the discretion of the Compensation Committee, by the tender (either actual
or by attestation) to the Company of shares of the Common Stock owned by
the Optionee and registered in his name having a fair market value equal
to the cash exercise price of the option being exercised, with the fair
market value of such stock to be determined in such appropriate manner
as may be provided by the Compensation Committee or as may be required
in order to comply with, or to conform to the requirements of, any applicable
law or regulation, or (iii) in the discretion of the Compensation Committee,
by any combination of the payment methods specified in clauses (i) and
(ii) hereof, or (iv) cashless exercise as permitted under Federal Reserve
Board's Regulation T, subject to applicable securities law restrictions;
provided, however, that no shares of Common Stock may be tendered in exercise
of an option if such shares have not been held by the Optionee for at least
six months. The proceeds of sale of stock subject to option are to be added
to the general funds of the Company or to the shares of the Common Stock
held in treasury and used for the corporate purposes of the Company, as
the Board of Directors shall determine.</font></li>
</ol>
</blockquote>
<font face="CG Times">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Section 5</u>. <u>Delivery of Shares</u>.</font>
<p><font face="CG Times">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Company shall not be required to issue or deliver any certificates
for shares of Common Stock, pursuant to the exercise of this option, prior
to (i) the admission of such shares to listing on any stock exchange on
which the Company's Common Stock may then be listed, (ii) the completion
of any registration and/or qualification of such shares under any state
or federal laws or rulings or regulations of any governmental regulatory
body, which the Company shall determine to be necessary or advisable, or
(iii) if the Company so requests, the filing with the Company by the Optionee
or the purchaser acting under Section 3(c)(2) hereof of a representation
in writing that at the time of such exercise, it is his present intention
to acquire the shares being purchased for investment and not for resale
or distribution.</font>
<p><font face="CG Times">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Section 6</u>. <u>Conditions to Exercise of Option</u>.</font>
<dir>
<ol TYPE=a>
<li>
<font face="CG Times"><u>Delivery of Letter or Certificate</u>. If the
shares of Common Stock of the Company are to be issued pursuant to an exemption
from the registration requirements of the Securities Act of 1933 and of
any applicable state Blue Sky law, then exercise of this option is conditioned
on the Optionee executing and delivering such a letter or certificate containing
such investment representations, agreements prohibiting or restricting
sale, and confirmation of other relevant facts to support any such exemption
on which the Company intends to rely, all as shall be deemed reasonably
necessary by counsel for the Company and in such form as such counsel shall
determine.</font></li>

<li>
<font face="CG Times"><u>Legend</u>. The Optionee understands and agrees
that the certificates representing shares of Common Stock of the Company
issued pursuant to exercise of this option may bear a legend reciting or
referring to the provisions or matters contained in subparagraph (a) of
this Section 6 in such form as counsel for the Company shall direct.</font></li>
</ol>
</dir>
<font face="CG Times">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Section 7</u>. <u>Miscellaneous</u>.</font>
<dir>
<ol TYPE=a>
<li>
<font face="CG Times"><u>Rights in Shares Prior to Issuance</u>. Prior
to issuance of certificates for shares of Common Stock, neither the Optionee
nor his legatees, personal representatives, or distributees, shall be deemed
to be a holder of any shares of Common Stock subject to option.</font></li>

<li>
<font face="CG Times"><u>Adjustment Upon Changes in Capitalization</u>.
In the event that there is a change in the Common Stock of the Company
by reason of stock dividends, split-ups, recapitalizations, mergers, consolidations,
reorganizations, combinations or exchanges of shares, then the number and
class of shares available for options and the number of shares subject
to any outstanding options and the price thereof, shall be appropriately
adjusted by the Compensation Committee.</font></li>

<li>
<font face="CG Times"><u>Non-assignability</u>. This option shall not be
transferable by the Optionee otherwise than by will or by the laws of descent
and distribution and may be exercised, during his lifetime, only by the
Optionee.</font></li>

<li>
<font face="CG Times"><u>Right to Continued Employment</u>. Nothing in
this Option Agreement shall confer on any individual any right to continue
in the employ of the Company or a subsidiary or interfere with the right
of the Company or a subsidiary to terminate his employment at any time.</font></li>

<li>
<font face="CG Times"><u>Interpretation</u>. The option granted herein
shall in all respects be subject to and governed by the provisions of the
Plan. This Agreement shall in all respects be so interpreted and construed
as to be consistent with this intention. By way of an example, the Change
of Control provisions set forth in the Plan shall apply to this option.</font></li>

<li>
<font face="CG Times"><u>Amendment.</u> The Option may be amended by the
Compensation Committee at any time (i) if the Compensation Committee determines,
in its sole discretion, that amendment is necessary or advisable on account
of any addition to, or change in, the Internal Revenue Code of 1986, as
amended, or in the regulations issued thereunder, or any federal or state
securities law or other law or regulation, which changes occurs after the
Date of Grant and by its terms applies to the Option; or (ii) other than
in the circumstances described in Clause (i) above, with the consent of
the Optionee.</font></li>

<li>
<font face="CG Times">The validity, construction, interpretation and effect
of this instrument shall be governed by and determined in accordance with
the laws of the state of Missouri without respect to any conflicts of loan
doctrine which might otherwise apply.</font></li>

<li>
<font face="CG Times"><u>Non-Qualified Stock Option.</u> This Option is
not intended by the parties to be, and shall not be treated as, an incentive
stock option (as such term is defined under Section 422 of the Internal
Revenue Code of 1986, as amended).</font></li>
</ol>
</dir>
<font face="CG Times">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this
4th day of March 2004.</font>
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<td>BROWN SHOE COMPANY, INC.</td>
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<td></td>

<td>&nbsp;</td>
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<td></td>

<td>&nbsp;</td>
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<td></td>

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<td></td>

<td>Andrew M. Rosen</td>
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<td></td>

<td>Chief Financial Officer and Treasurer</td>
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<td></td>

<td></td>
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<td>ACKNOWLEDGED AND ACCEPTED;</td>

<td></td>
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<td>&nbsp;</td>

<td></td>
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<td>&nbsp;</td>

<td></td>
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<td></td>
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<td>Optionee</td>

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