BROWN SHOE CO INC
EXHIBIT 10.3 - SEVERANCE AGREEMENT - SCHUMACHER
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>bws10q1stqexh10_3.htm
<DESCRIPTION>EXHIBIT 10.3 - SEVERANCE AGREEMENT - SCHUMACHER
<TEXT>
<!doctype html public "-//w3c//dtd html 4.0 transitional//en">
<html>
<head>

</head>
<body>

<div align=right><b><font size=+2>Exhibit 10.3</font></b></div>

<center>
<p><b><font size=+2>SEVERANCE AGREEMENT</font></b></center>

<p><br>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; SEVERANCE
AGREEMENT (the "Agreement") dated October 5, 2001("Effective Date") between
Richard C. Schumacher ("Employee") and Brown Shoe Company, Inc., a New
York corporation (as further defined in Section 13, the "Company").
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; WHEREAS,
in order to accomplish its objectives, the Company believes it is essential
that members of its Operating Committee, such as Employee, be encouraged
to remain with the Company during management transition and thereafter
and in the event there is any change in corporate structure which results
in a Change in Control.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; WHEREAS,
Employee wishes to have the protection provided for in this Agreement and,
in exchange for such protection, is willing to give to the Company, under
certain circumstances, his covenant not to compete.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; WHEREAS,
the Company and Employee desire to amend and restate the Severance Agreement
dated July 27, 1998.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; NOW,
THEREFORE, the parties amend and restate the Severance Agreement dated
July 27, 1998, hereto agree as follows:
<blockquote>1. <b>Definitions.</b>
<blockquote>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; a. "Cause" means
(i) engaging by Employee in willful misconduct which is materially injurious
to the Company; (ii) conviction of the Employee of a felony; (iii) engaging
by Employee in fraud, material dishonesty or gross misconduct in connection
with the business of the Company; (iv) engaging by Employee in any act
of moral turpitude reasonably likely to materially and adversely affect
the Company or its business; or (v) habitual use by Employee of narcotics
or alcohol.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; b. "Change of Control" means
(i) any person other than the Company acquiring more than 25 percent of
the Company's Common Stock through a tender offer, exchange offer or otherwise;
(ii) the liquidation or dissolution of the Company following the sale of
all or substantially all of its assets; or (iii) the Company not being
the surviving parent corporation resulting from any merger or consolidation
to which it has been a party.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; c. "Competitor" shall mean
any person, firm, corporation, partnership or other entity which in its
prior fiscal year had annual gross sales volume or revenues of shoes of
more than $20,000,000 or is reasonably expected to have such sales or revenues
in either the current fiscal year or the next following fiscal year.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; d. "Confidential Information"
shall have the meaning set forth in Section 10.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; e. "Customer" shall mean
any wholesale customer of the Company which either purchased from the Company
during the one (1) year immediately preceding the Termination Date, or
is reasonably expected by the Company to purchase from the Company in the
one (1) period immediately following the Termination Date, more than $1,000,000
in shoes.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; f. "Good Reason," when used
with reference to a voluntary termination by Employee of his employment
with the Company, shall mean (i) a reduction in Employee's base salary
as in effect on the date hereof, or as the same may be increased from time
to time; or (ii) a reduction in Employee's status, position, responsibilities
or duties; or (iii) notice of termination of this Agreement by the Company
pursuant to Section 1.g below, provided Employee terminates employment
with the Company within six (6) months of the expiration of the Term.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; g. "Term" means the period
commencing on the Effective Date and terminating one year after the Effective
Date; provided, however, that the Term shall automatically be extended
for successive additional one year periods unless either party to this
Agreement provides the other party with notice of termination of this Agreement
at least ninety days prior to the expiration of the original one-year period
or any one-year period thereafter.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; h. "Termination Date" shall
mean the effective date as provided hereunder of the termination of Employee's
employment.</blockquote>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2. <b>Termination During Term
-- Change in Control Severance Inapplicable</b>.
<dir>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; a. Employee's employment
may be terminated by the Company for Cause at any time, effective upon
the giving to Employee of a written notice of termination specifying in
detail the particulars of the conduct of Employee deemed by the Company
to justify such termination for Cause.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; b. Employee's employment
may be terminated by the Company without Cause at any time, effective upon
the giving to Employee of a written notice of termination specifying that
such termination is without Cause.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; c. Employee may terminate
his employment with the Company at any time.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; d. Upon a termination by
the Company of Employee's employment for Cause during the Term, but prior
to a Change in Control or more than 24 months after a Change in Control,
Employee shall be entitled only to the payments specified in Section 3.a.
below. Upon a termination by the Company of Employee's employment without
Cause during the Term, but prior to a Change in Control or more than 24
months after a Change in Control, Employee shall be entitled to all of
the payments and benefits specified in Section 3 below.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; e. If Employee voluntarily
terminates his employment during the Term, but prior to a Change in Control
or more than 24 months after a Change in Control, he shall notify Employer
in writing if he believes the termination is for Good Reason. Employee
shall set forth in reasonable detail why Employee believes there is Good
Reason. If such termination is for Good Reason, Employee shall be entitled
to all of the payments and benefits specified in Section 3 below. If such
voluntary termination is for other than Good Reason, then Employee shall
be entitled only to the payments specified in Section 3.a. below.</dir>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3. <b>Payments and Benefits
Upon Termination During Term -- Change in Control Severance Inapplicable</b>.
To the extent provided in Section 2 above, upon termination of his employment
during the Term, but prior to a Change in Control or more than 24 months
after a Change in Control, Employee shall receive the following payments
and benefits:
<blockquote>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; a. The Company shall
pay to Employee on the Termination Date (i) the full base salary earned
by employee through the Termination Date and unpaid at the Termination
Date, plus (ii) credit for any vacation earned by Employee but not taken
at the Termination Date, plus (iii) all other amounts earned by Employee
and unpaid as of the Termination Date.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; b. The Company shall continue
to pay to Employee his base monthly salary at the highest rate in effect
at any time during the twelve months immediately preceding the Termination
Date (including his targeted bonus in the current year) for the twelve
months succeeding his Termination Date. Such amounts shall be paid in accordance
with the Company's regular pay period policy for its employees.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; c. The Company, at its expense,
shall provide to Employee for a period of twelve months after the Termination
Date medical and/or dental coverage under the medical and dental plans
maintained by the Company. Upon Employee's re-employment during such period,
to the extent covered by the new Employer's Plan, coverage under the Company's
plan shall lapse. Additionally, the Company shall make a cash lump sum
payment in an amount equal to the sum of (i) and (ii) below:
<blockquote>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i) The fair market
value (determined as of the Termination Date) of that number of shares
of non-vested restricted stock of the Company held by the Employee which
would have vested within the twelve-month period following the Employee's
Termination Date had the Employee remained employed with the Company; plus
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii) With respect to each
non-vested option to purchase Company stock held by the Employee which
would have vested within the twelve-month period following the Employee's
Termination Date had the Employee remained employed with the Company, the
excess, if any, of the fair market value (determined as of the Termination
Date) of the Company stock subject to such option over the exercise price
of such option.</blockquote>
Employee's participation in and/or coverage under all other employee benefit
plans, programs or arrangements sponsored or maintained by the Company
shall cease effective as of the Termination Date.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; d. The Company shall pay
the reasonable costs of outplacement services selected by the Company.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; e. For purposes of determining
Employee's benefit under the Brown Group, Inc. Supplemental Employment
Retirement Plan, an additional one year of Credited Service shall be credited
to the Employee's actual or deemed Credited Service.</blockquote>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4. <b>Termination Within 24
Months After a Change in Control Which Occurs During the Term.</b>
<blockquote>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; a. Employee's employment
may be terminated by the Company for Cause at any time, effective upon
the giving to Employee of written notice of termination specifying in detail
the particulars of the conduct of Employee deemed by the Company to justify
such termination for Cause.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; b. Employee's employment
may be terminated by the Company without Cause at any time, effective upon
the giving to Employee of a written notice of termination specifying that
such termination is without Cause.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; c. Employee may terminate
his employment with the Company at any time.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; d. Upon a termination by
the Company of Employee's employment for Cause within 24 months after a
Change in Control which occurs during the Term, Employee shall be entitled
only to the payments specified in Section 5.a. below. Upon a termination
by the Company of Employee's employment without Cause within 24 months
after a Change in Control which occurs during the Term, Employee shall
be entitled to all of the payments and benefits specified in Section 5
below.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; e. If Employee voluntarily
terminates his employment within 24 months after a Change in Control which
occurs during the Term, he shall notify the Company in writing if he believes
the termination is for Good Reason. Employee shall set forth in reasonable
detail why Employee believes there is Good Reason. If such termination
is for Good Reason, Employee shall be entitled to all of the payments and
benefits specified in Section 5 below. If such voluntary termination is
for other than Good Reason, then Employee shall be entitled only to the
payments specified in Section 5.a. below.</blockquote>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 5. <b>Payments and Benefits
Upon Termination Within 24 Months after a Change in Control Which Occurs
During Term</b>. To the extent provided in 4 above, upon termination of
his employment within 24 months after a Change in Control which occurs
during the Term, Employee shall receive the following payments and benefits:
<blockquote>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; a. The Company shall
pay to Employee on the Termination Date (i) the full base salary earned
by employee through the Termination Date and unpaid at the Termination
Date, plus (ii) credit for any vacation earned by Employee but not taken
at the Termination Date, plus (iii) all other amounts earned by Employee
and unpaid as of the Termination Date.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; b. The Company shall pay
to Employee in a lump sum not later than 30 days after his Termination
Date an amount equal to 300 percent of the sum of (i) his base annual salary
at the highest rate in effect at any time during the twelve months immediately
preceding the Termination Date, and (ii) his targeted bonus for the current
year. In addition, the Company shall pay to Employee his targeted bonus
payment for the year of termination prorated to the Termination Date.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; c. The Company, at its expense,
shall provide to Employee for a period of thirty-six months after the Termination
Date medical and/or dental coverage under the medical and dental plans
maintained by the Company. Upon Employee's re-employment during such period,
to the extent covered by the new employer's plan, coverage under the Company's
plan shall lapse. Employee's participation in and/or coverage under all
other employee benefit plans, programs or arrangements sponsored or maintained
by the Company shall cease effective as of the Termination Date.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; d. The Company shall pay
the reasonable costs of outplacement services selected by the Company.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; e. For purposes of determining
Employee's benefit under the Brown Group, Inc. Supplemental Employment
Retirement Plan, an additional three years of Credited Service shall be
credited to the Employee's actual or deemed Credited Service.</blockquote>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 6. <b>Mitigation or Reduction
of Benefits</b>. Employee shall not be required to mitigate the amount
of any payment provided for in Section 3 or Section 5 by seeking other
employment or otherwise. Except as otherwise specifically set forth herein,
the amount of any payment or benefits provided in Section 3 or Section
5 shall not be reduced by any compensation or benefits or other amounts
paid to or earned by Employee as the result of employment by another employer
after the Termination Date or otherwise.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7. <b>Employee Expenses After
Change in Control</b>. If Employee's employment is terminated by the Company
within 24 months after a Change in Control which occurs during the Term
and there is a dispute with respect to this Agreement, then all Employee's
costs and expenses (including reasonable legal and accounting fees) incurred
by Employee (a) to defend the validity of this Agreement, (b) if Employee's
employment has been terminated for Cause, to contest such termination,
(c) to contest any determinations by the Company concerning the amounts
payable by the Company under this Agreement, or (d) to otherwise obtain
or enforce any right or benefit provided to Employee by this Agreement,
shall be paid by the Company if Employee is the prevailing party.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 8. <b>Release</b>. Notwithstanding
anything to the contrary stated in this Agreement, no benefits will be
paid pursuant to Sections 3 and 5 except under Sections 3.a. and 5.a. prior
to execution by Employee of a release to the Company in the form attached
as Exhibit A.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 9. <b>Covenant Not to Compete</b>.
Benefits payable pursuant to Sections 3.b, 3.c, and 3.e are subject to
the following restrictions.
<blockquote>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; a. <b>Post-Termination
Restrictions.</b>
<blockquote>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; i. Employee acknowledges
that (i) the Company has spent substantial money, time and effort over
the years in developing and solidifying its relationships with its customers
throughout the world and in developing its Confidential Information; (ii)
under this Agreement, the Company is agreeing to provide Employee with
certain benefits based upon Employee's assurances and promises contained
herein not to divert the Company's customers' goodwill or to put himself
in a position following his employment with Company in which the confidentiality
of Company's Confidential Information might somehow be compromised.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ii. Accordingly, Employee
agrees that, for twelve (12) months after a Termination Date described
in the second sentence of Section 2.d, Employee will not, directly or indirectly,
on Employee's own behalf or on behalf of any other person, firm, corporation
or entity (whether as owner, partner, consultant, employee or otherwise):
<blockquote>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A. provide any executive-
or managerial-level services in the shoe industry in the United States
in competition with the Company, for any Competitor;
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; B. hold any executive- or
managerial-level position with any Competitor in the United States;
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; C. engage in any research
and development activities or efforts for a Competitor, whether as an employee,
consultant, independent contractor or otherwise, to assist the Competitor
in competing in the shoe industry in the United States;
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; D. cause or attempt to cause
any Customer to divert, terminate, limit, modify or fail to enter into
any existing or potential relationship with the Company;
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; E. cause or attempt to cause
any shoe supplier or manufacturer of the Company to divert, terminate,
limit, modify or fail to enter into any existing or potential relationship
with the Company; and
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; F. solicit, entice, employ
or seek to employ, in the shoe industry, any executive- or managerial-level
employee of, or any consultant or advisor to, the Company.</blockquote>
</blockquote>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; b. <b>Acknowledgment Regarding
Restrictions</b>. Employee recognizes and agrees that the restraints contained
in Section 9.a. (both separately and in total) are reasonable and should
be fully enforceable in view of the high-level positions Employee has had
with the Company, the national and international nature of both the Company's
business and competition in the shoe industry, and the Company's legitimate
interests in protecting its Confidential Information and its customer goodwill
and relationships. Employee specifically hereby acknowledges and confirms
that he is willing and intends to, and will, abide fully by the terms of
Section 9.a. of this Agreement. Employee further agrees that the Company
would not have adequate protection if Employee were permitted to work for
its competitors in violation of the terms of this Agreement since the Company
would be unable to verify whether (i) its Confidential Information was
being disclosed and/or misused, and (ii) Employee was involved in diverting
or helping to divert the Company's customers and/or its customer goodwill.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; c. <b>Company's Right to
Injunctive Relief.</b> In the event of a breach or threatened breach of
any of Employee's duties and obligations under the terms and provisions
of Section 9.a. of this Agreement, the Company shall be entitled, in addition
to any other legal or equitable remedies it may have in connection therewith
(including any right to damages that it may suffer), to temporary, preliminary
and permanent injunctive relief restraining such breach or threatened breach.
Employee hereby expressly acknowledges that the harm which might result
to Company's business as a result of noncompliance by Employee with any
of the provisions of Section 9.a. would be largely irreparable. Employee
specifically agrees that if there is a question as to the enforceability
of any of the provisions of Section 9.a. hereof, Employee will not engage
in any conduct inconsistent with or contrary to such Section until after
the question has been resolved by a final judgment of a court of competent
jurisdiction. Employee undertakes and agrees that if Employee breaches
or threatens to breach the Agreement, Employee shall be liable for any
attorneys' fees and costs incurred by Company in enforcing its rights hereunder.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; d. <b>Employee Agreement
to Disclose this Agreement. </b>Employee agrees to disclose, during the
twelve-month period following a Termination Date described in the second
sentence of Section 2.d, the terms of this Section 9 to any potential future
employer.</blockquote>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 10. <b>Confidential Information</b>.
The Employee acknowledges and confirms that certain data and other information
(whether in human or machine readable form) that comes into his possession
or knowledge (whether before or after the date of this Employment Agreement)
and which was obtained from the Company, or obtained by the Employee for
or on behalf of the Company, and which is identified herein is the secret,
confidential property of the Company (the "Confidential Information").
This Confidential Information includes, but is not limited to:
<blockquote>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; a. lists or other
identification of customers or prospective customers of the Company (and
key individuals employed or engaged by such parties);
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; b. lists or other identification
of sources or prospective sources of the Company's products or components
thereof (and key individuals employed or engaged by such parties);
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; c. all compilations of information,
correspondence, designs, drawings, files, formulae, lists, machines, maps,
methods, models, notes or other writings, plans, records, regulatory compliance
procedures, reports, specialized or technical data, schematics, source
code, object code, documentation, and software used in connection with
the development, manufacture, fabrication, assembly, marketing and sale
of the Company's products;
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; d. financial, sales and marketing
data relating to the Company or to the industry or other areas pertaining
to the Company's activities and contemplated activities (including, without
limitation, manufacturing, transportation, distribution and sales costs
and non-public pricing information);
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; e. equipment, materials,
procedures, processes, and techniques used in, or related to, the development,
manufacture, assembly, fabrication or other production and quality control
of the Company's products and services;
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; f. the Company's relations
with its customers, prospective customers, suppliers and prospective suppliers
and the nature and type of products or services rendered to such customers
(or proposed to be rendered to prospective customers);
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; g. the Company's relations
with its employees (including, without limitation, salaries, job classifications
and skill levels); and
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; h. any other information
designated by the Company to be confidential, secret and/or proprietary
(including without limitation, information provided by customers or suppliers
of the Company).
<p>Notwithstanding the foregoing, the term "Confidential Information" shall
not consist of any data or other information which has been made publicly
available or otherwise placed in the public domain other than by the Employee
in violation of this Employment Agreement.
<br>&nbsp;</blockquote>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 11. <b>Certain Additional Payments
by the Company</b>.
<blockquote>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; a. Anything in this
Agreement to the contrary notwithstanding and except as set forth below,
in the event it shall be determined that any payment or distribution by
the Company to or for the benefit of the Employee (whether paid or payable
or distributed or distributable pursuant to the terms of this Agreement
or otherwise, but determined without regard to any additional payments
required under this Section) (a "Payment") would be subject to the excise
tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended
(the "Code"), or any interest or penalties are incurred by the Employee
with respect to such excise tax (such excise tax, together with any such
interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then the Employee shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after payment by
the Employee of all taxes (including any interest or penalties imposed
with respect to such taxes), including, without limitation, any income
taxes (and any interest and penalties imposed with respect thereto) and
Excise Tax imposed upon the Gross-Up Payment, the Employee retains an amount
of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
Notwithstanding the foregoing provisions of this Section 11.a., if it shall
be determined that the Employee is entitled to a Gross-Up Payment, but
that the Payments do not exceed 110 percent of the greatest amount (the
"Reduced Amount") that could be paid to the Employee such that the receipt
of Payments would not give rise to any Excise Tax, then no Gross-Up Payment
shall be made to the Employee, and the Payments, in the aggregate, shall
be reduced to the Reduced Amount.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; b. Subject to the provisions
of Section 11.c., all determinations required to be made under this Section
11, including whether and when a Gross-Up Payment is required and the amount
of such Gross-Up Payment and the assumptions to be utilized in arriving
at such determination, shall be made by Ernst &amp; Young or such other
certified public accounting firm as may be designated by the Employee (the
"Accounting Firm") which shall provide detailed supporting calculations
both to the Company and the Employee within 15 business days of the receipt
of notice from the Employee that there has been a Payment, or such earlier
time as is requested by the Company. In the event that the Accounting Firm
is serving as accountant or auditor for the individual, entity or group
effecting the Change of Control, the Employee shall appoint another nationally
recognized accounting firm to make the determinations required hereunder
(which accounting firm shall then be referred to as the Accounting Firm
hereunder). All fees and expenses of the Accounting Firm shall be borne
solely by the Company. Any Gross-Up Payment, as determined pursuant to
this Section 11, shall be paid by the Company to the Employee within five
days of the receipt of the Accounting Firm's determination. Any determination
by the Accounting Firm shall be binding upon the Company and the Employee.
As a result of the uncertainty in the application of Section 4999 of the
Code at the time of the initial determination by the Accounting Firm hereunder,
it is possible that Gross-Up Payments which will not have been made by
the Company should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder. In the event that the Company
exhausts its remedies pursuant to Section 11.c. and the Employee thereafter
is required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit
of the Employee.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; c. The Employee shall notify
the Company in writing of any claim by the Internal Revenue Service that,
if successful, would require the payment by the Company of the Gross-Up
Payment. Such notification shall be given as soon as practicable but no
later than ten business days after the Employee is informed in writing
of such claim and shall apprise the Company of the nature of such claim
and the date on which such claim is requested to be paid. The Employee
shall not pay such claim prior to the expiration of the 30-day period following
the date on which the Employee gives such notice to the Company (or such
shorter period ending on the date that any payment of taxes with respect
to such claim is due). If the Company notifies the Employee in writing
prior to the expiration of such period that it desires to contest such
claim, the Employee shall:
<blockquote>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; i. give the Company
any information reasonably requested by the Company relating to such claim,
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ii. take such action in connection
with contesting such claim as the Company shall reasonably request in writing
from time to time, including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by the Company,
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; iii. cooperate with the Company
in good faith in order to effectively contest such claim, and
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; iv. permit the Company to
participate in any proceedings relating to such claim;</blockquote>
</blockquote>
</blockquote>

<dir>
<dir>provided, however, that the Company shall bear and pay directly all
costs and expenses (including additional interest and penalties) incurred
in connection with such contest and shall indemnify and hold the Employee
harmless, on an after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation on
the foregoing provisions of this Section 11.c., the Company shall control
all proceedings taken in connection with such contest and, at its sole
option, may pursue or forgo any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in respect of such claim
and may, at its sole option, either direct the Employee to pay the tax
claimed and sue for a refund or contest the claim in any permissible manner,
and the Employee agrees to prosecute such contest to a determination before
any administrative tribunal, in a court of initial jurisdiction and in
one or more appellate courts, as the Company shall determine; provided,
however, that if the Company directs the Employee to pay such claim and
sue for a refund, the Company shall advance the amount of such payment
to the Employee, on an interest-free basis and shall indemnify and hold
Employee harmless, on an after-tax basis, from any Excise Tax or income
tax (including interest or penalties with respect thereto) imposed with
respect to such advance or with respect to any imputed income with respect
to such advance; and further provided that any extension of the statute
of limitations relating to payment of taxes for the taxable year of the
Employee with respect to which such contested amount is claimed to be due
is limited solely to such contested amount. Furthermore, the Company's
control of the contest shall be limited to issues with respect to which
a Gross-Up Payment would be payable hereunder and the Employee shall be
entitled to settle or contest, as the case may be, any other issue raised
by the Internal Revenue Service or any other taxing authority.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; d. If, after the receipt
by the Employee of an amount advanced by the Company pursuant to Section
11.c., the Employee becomes entitled to receive any refund with respect
to such claim, the Employee shall (subject to the Company's complying with
the requirements of Section 11.c.) promptly pay to the Company the amount
of such refund (together with any interest paid or credited thereon after
taxes applicable thereto). If, after the receipt by the Employee of an
amount advanced by the Company pursuant to Section 11.c., a determination
is made that the Employee shall not be entitled to any refund with respect
to such claim and the Company does not notify the Employee in writing of
its intent to contest such denial of refund prior to the expiration of
30 days after such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance shall
offset, to the extent thereof, the amount of Gross-Up Payment required
to be paid.</dir>

<p><br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 12. <b>Notice.</b> All
notices hereunder shall be in writing and shall be deemed to have been
duly given (a) when delivered personally or by courier, or (b) on the third
business day following the mailing thereof by registered or certified mail,
postage prepaid, or (c) on the first business day following the mailing
thereof by overnight delivery service, in each case addressed as set forth
below:
<dir>&nbsp;
<br>a. If to the Company:
<p>Brown Shoe Company, Inc.
<br>8300 Maryland Avenue
<br>St. Louis, Missouri 63166-0029
<br>Attention: Chief Executive Officer
<p>b. If to Employee:
<p>Richard C. Schumacher
<br>65 Country Club Acres
<br>Belleville, IL 62223</dir>

<p><br>Any party may change the address to which notices are to be addressed
by giving the other party written notice in the manner herein set forth.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 13. <b>Successors; Binding
Agreement.</b>
<dir>&nbsp;
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; a. The Company will require
any successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business and/or assets
of the Company, upon or prior to such succession, to expressly assume and
agree to perform this Agreement in the same manner and to the same extent
that the Company would have been required to perform it if no such succession
had taken place. A copy of such assumption and agreement shall be delivered
to Employee promptly after its execution by the successor. Failure of the
Company to obtain such agreement upon or prior to the effectiveness of
any such succession shall be a breach of this Agreement and shall entitle
Employee to benefits from the Company in the same amounts and on the same
terms as Employee would be entitled hereunder if Employee terminated his
employment for Good Reason. For purposes of the preceding sentence, the
date on which any such succession becomes effective shall be deemed the
Termination Date. As used in this Agreement, "Company" shall mean the Company
as hereinbefore defined and any successor to its business and/or assets
as aforesaid which executes and delivers the agreement provided for in
this Section 13.a. or which otherwise becomes bound by the terms and provisions
of this Agreement by operation of law.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; b. This Agreement is personal
to Employee and Employee may not assign or delegate any part of his rights
or duties hereunder to any other person, except that this Agreement shall
inure to the benefit of and be enforceable by Employee's legal representatives,
executors, administrators, heirs and beneficiaries.</dir>

<p><br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 14. <b>Severability.</b>
If any provision of this Agreement or the application thereof to any person
or circumstance shall to any extent be held to be invalid or unenforceable,
the remainder of this Agreement and the application of such provision to
persons or circumstances other than those as to which it is held invalid
or unenforceable shall not be affected thereby, and each provision of this
Agreement shall be valid and enforceable to the fullest extent permitted
by law.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 15. <b>Headings.</b> The
headings in this Agreement are inserted for convenience of reference only
and shall not in any way affect the meaning or interpretation of this Agreement.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 16. <b>Counterparts.</b>
This Agreement may be executed in one or more identical counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 17. <b>Waiver.</b> Neither
any course of dealing nor any failure or neglect of either party hereto
in any instance to exercise any right, power or privilege hereunder or
under law shall constitute a waiver of such right, power or privilege or
of any other right, power or privilege or of the same right, power or privilege
in any other instance. Without limiting the generality of the foregoing,
Employee's continued employment without objection shall not constitute
Employee's consent to, or a waiver of Employee's rights with respect to,
any circumstances constituting Good Reason. All waivers by either party
hereto must be contained in a written instrument signed by the party to
be charged therewith, and, in the case of the Company, by its duly authorized
officer.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 18. <b>Entire Agreement.</b>
This instrument constitutes the entire agreement of the parties in this
matter and shall supersede any other agreement (including, but not limited
to, the Severance Agreement dated July 27, 1998) between the parties, oral
or written, concerning the same subject matter.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 19. <b>Amendment.</b> This
Agreement may be amended only by a writing which makes express reference
to this Agreement as the subject of such amendment and which is signed
by Employee and by a duly authorized officer of the Company.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 20. <b>Governing Law.</b>
In light of Company's and Employee's substantial contacts with the State
of Missouri, the facts that the Company is headquartered in Missouri and
Employee resides in and/or reports to Company management in Missouri, the
parties' interests in ensuring that disputes regarding the interpretation,
validity and enforceability of this Agreement are resolved on a uniform
basis, and Company's execution of, and the making of, this Agreement in
Missouri, the parties agree that: (i) any litigation involving any noncompliance
with or breach of the Agreement, or regarding the interpretation, validity
and/or enforceability of the Agreement, shall be filed and conducted exclusively
in the state or federal courts in St. Louis City or County, Missouri; and
(ii) the Agreement shall be interpreted in accordance with and governed
by the laws of the State of Missouri, without regard for any conflict of
law principles.</dir>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; IN WITNESS
WHEREOF, Employee and the Company have executed this Agreement as of the
day and year first above written.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
BROWN SHOE COMPANY, INC.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
By:&nbsp; /s/ Jeffery E. Struve
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
--------------------------------------------------
<br>&nbsp;
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
EMPLOYEE
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
By: /s/ Richard C. Schumacher
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
--------------------------------------------------
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Richard C. Schumacher
<dir>
<dir>&nbsp;</dir>
</dir>

<center>
<hr ALIGN=RIGHT NOSHADE WIDTH="100%"><u></u>
<p><u>Exhibit A</u>
<p><b><font size=+2>RELEASE</font></b></center>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; RELEASE
(the "Release") dated _____________ between Richard C. Schumacher ("Employee")
and Brown Shoe Company, Inc., a New York corporation (as further defined
in Section 13 of the Severance Agreement, the "Company").
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; WHEREAS,
the Company and Employee are parties to a Severance Agreement dated October
5, 2000 (the "Severance Agreement"), which provides certain protection
to Employee during management transition and thereafter and in the event
there is any change in corporate structure which results in a change in
control of the Company.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; WHEREAS,
the execution of this Release is a condition precedent to, and material
inducement to, the Company's provision of certain benefits under the Severance
Agreement;
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; NOW,
THEREFORE, the parties hereto agree as follows:
<blockquote>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1. <b>Mutual Promises.</b>
The Company undertakes the obligations contained in the Severance Agreement,
which are in addition to any compensation to which Employee might otherwise
be entitled, in exchange for Employee's promises and obligations contained
herein. The Company's obligations are undertaken in lieu of any other severance
benefits.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2. <b>Release of Claims;
Agreement Not to File Suit</b>.
<blockquote>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; a. Employee, for
and on behalf of himself and his heirs, beneficiaries, executors, administrators,
successors, assigns and anyone claiming through or under any of the foregoing,
agrees to, and does, remise, release and forever discharge the Company
and its subsidiaries and affiliates, each of their shareholders, directors,
officers, employees, agents and representatives, and its successors and
assigns (collectively, the "Company Released Persons"), from any and all
matters, claims, demands, damages, causes of action, debts, liabilities,
controversies, judgments and suits of every kind and nature whatsoever,
foreseen or unforeseen, known or unknown, which have arisen or could arise
from matters which occurred prior to the date of this Release, which matters
include without limitation: (i) the matters covered by the Severance Agreement
and this Release, (ii) Employee's employment, and/or termination from employment
with the Company, and (iii) any claims which might otherwise arise in the
future as a result of arrangements or agreements in effect as of the date
of this Release or the continuance of such arrangements and agreements
.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; b. Employee, for and on behalf
of himself and his heirs, beneficiaries, executors, administrators, successors,
assigns, and anyone claiming through or under any of the foregoing, agrees
that he will not file or otherwise submit any charge, claim, complaint,
or action to any agency, court, organization, or judicial forum (nor will
Employee permit any person, group of persons, or organization to take such
action on his behalf) against any Company Released Person arising out of
any actions or non-actions on the part of any Company Released Person arising
before the date of this Release or any action taken after the date of this
Release pursuant to the Severance Arrangement. Employee further agrees
that in the event that any person or entity should bring such a charge,
claim, complaint, or action on his behalf, he hereby waives and forfeits
any right to recovery under said claim and will exercise every good faith
effort to have such claim dismissed.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; c. The charges, claims, complaints,
matters, demands, damages, and causes of action referenced in Sections
2(a) and 2(b) include, but are not limited to: (i) any breach of an actual
or implied contract of employment between Employee and any Company Released
Person, (ii) any claim of unjust, wrongful, or tortuous discharge (including
any claim of fraud, negligence, retaliation for whistleblowing, or intentional
infliction of emotional distress), (iii) any claim of defamation or other
common law action, or (iv) any claims of violations arising under the Civil
Rights Act of 1964, as amended, 42 U.S.C. &sect;2000e <u>et seq</u>., the
Age Discrimination in Employment Act, 29 U.S.C. &sect;621 <u>et seq</u>.,
the Americans with Disabilities Act of 1990, 42 U.S.C. &sect;12101 et seq.,
the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. &sect;201 <u>et
seq</u>., the Rehabilitation Act of 1973, as amended, 29 U.S.C. &sect;701
<u>et seq</u>., or of the Missouri Human Rights Act, &sect;213.000 R.S.
Mo. <u>et seq.</u>, the Missouri Service Letter Statute, &sect;209.140
R.S. Mo., or any other relevant federal, state, or local statutes or ordinances,
or any claims for pay, vacation pay, insurance, or welfare benefits or
any other benefits of employment with any Company Released Person arising
from events occurring prior to the date of this Release other than those
payments and benefits specifically provided herein.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; d. This Release shall not
affect Employee's right to any governmental benefits payable under any
Social Security or Worker's Compensation law now or in the future.</blockquote>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3. <b>Release of Benefit Claims</b>.
Employee, for and on behalf of himself and his heirs, beneficiaries, executors,
administrators, successors, assigns and anyone claiming through or under
any of the foregoing, further releases and waives any claims for pay, vacation
pay, insurance or welfare benefits or any other benefits of employment
with any Company Released Person arising from events occurring prior to
the date of this Release other than claims to the payments and benefits
specifically provided for in the Severance Agreement.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4. <b>Revocation Period;</b>
<b>Knowing and Voluntary Agreement</b>.
<blockquote>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; a. Employee acknowledges
that he has been given a period of at least forty-five (45) days to consider
whether or not to accept this Agreement. Furthermore, Employee may revoke
this Agreement for seven (7) days following its execution.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; b. Employee represents, declares
and agrees that he voluntarily accepts the payments described above for
the purposes of making a full and final compromise, adjustment and settlement
of all potential claims hereinabove described. Employee hereby acknowledges
that he has been advised of the opportunity to consult an attorney and
that he understands the Release and the effect of signing the Release.</blockquote>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 5. <b>Severability.</b> If any
provision of this Release or the application thereof to any person or circumstance
shall to any extent be held to be invalid or unenforceable, the remainder
of this Release and the application of such provision to persons or circumstances
other than those as to which it is held invalid or unenforceable shall
not be affected thereby, and each provision of this Release shall be valid
and enforceable to the fullest extent permitted by law.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 6. <b>Headings.</b> The headings
in this Release are inserted for convenience of reference only and shall
not in any way affect the meaning or interpretation of this Release.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7. <b>Counterparts.</b> This
Release may be executed in one or more identical counterparts, each of
which shall be deemed an original but all of which together shall constitute
one and the same instrument.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 8. <b>Entire Agreement.</b>
This Release and Related Severance Agreement constitutes the entire agreement
of the parties in this matter and shall supersede any other agreement between
the parties, oral or written, concerning the same subject matter.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 9. <b>Governing Law.</b>
This Release shall be governed by, and construed and enforced in accordance
with, the laws of the State of Missouri, without reference to the conflict
of laws rules of such State.</blockquote>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; IN WITNESS
WHEREOF, Employee and the Company have executed this Release as of the
day and year first above written.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
BROWN SHOE COMPANY, INC.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
By:
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
----------------------------------------------------
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
EMPLOYEE
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
By:
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
---------------------------------------------------
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Richard C. Schumacher
<p>
<hr ALIGN=RIGHT NOSHADE WIDTH="100%">
</body>
</html>

</TEXT>
</DOCUMENT>
