THIRD AMENDMENT TO CREDIT AGREEMENT

Exhibit 4.13

THIRD AMENDMENT TO CREDIT AGREEMENT

          THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of December 19, 2002 (this "Amendment"), is among WOLVERINE WORLD WIDE, INC., a Delaware corporation (the "Company"), the Foreign Subsidiary Borrowers (collectively with the Company, the "Borrowers" and each a "Borrower"), the lenders party hereto from time to time (collectively, the "Banks" and, individually, a "Bank"), Bank One, Michigan, a Michigan banking corporation, as Agent, Xxxxxx Trust and Savings Bank, as syndication agent (in such capacity, the "Syndication Agent") and Comerica Bank, as documentation agent (in such capacity, the "Documentation Agent").

R E C I T A L

          The Borrowers, the Banks party thereto and the Agent are parties to a Credit Agreement dated as of May 29, 2001, as amended by a First Amendment to Credit Agreement dated as of February 8, 2002 and a Second Amendment to Credit Agreement dated as of August 30, 2002 (the "Credit Agreement"). The Borrowers desire to amend the Credit Agreement and the Agent and the Banks are willing to do so in accordance with the terms hereof.

T E R M S

          In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:

ARTICLE 1.
AMENDMENTS

          The Credit Agreement is amended as follows:

          1.1 Reference in Section 3.7(a) to "December 31, 2002" shall be deleted and "April 30, 2003" is substituted in place thereof.

ARTICLE 2.
REPRESENTATIONS

          Each Borrower represents and warrants to the Agent and the Banks that:

          2.1          The execution, delivery and performance by each Borrower of this Amendment are within its corporate powers, have been duly authorized by all necessary corporate action and are not in contravention of any law, rule or regulation, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority, or of the terms of such Borrower's charter or by-laws, or of any contract or undertaking to which such Borrower is a party or by which such Borrower or its property may be bound or affected.

          2.2 This Amendment is the legal, valid and binding obligations of each Borrower enforceable against such Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

          2.3 After giving effect to the amendments herein contained, the representations and warranties contained in the Loan Documents are true in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof.

          2.4 After giving effect to the amendments herein contained, no Event of Default or Unmatured Default exists or has occurred and is continuing on the date hereof.

ARTICLE 3.
CONDITIONS PRECEDENT.

          This Amendment shall be effective as of the date hereof when it shall be executed by the Borrowers, the Required Banks and the Agent.

ARTICLE 4.
MISCELLANEOUS.

          4.1          References in the Credit Agreement and any other Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby and as further amended from time to time.

          4.2          Except as expressly amended hereby, each Borrower agrees that the Loan Documents are ratified and confirmed and shall remain in full force and effect and that it has no set off, counterclaim, defense or other claim or dispute with respect to any of the foregoing. The terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.

          4.3          This Amendment may be signed upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument, and telecopied signatures shall be enforceable as originals.

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.

	WOLVERINE WORLD WIDE, INC.
	By:	/s/ X. Xxxxx Xx.
	Its:	EVP - CFO
	HUSH PUPPIES CANADA FOOTWEAR, LTD.
	By:	/s/ X. Xxxxx Xx.
	Its:	Director and Authorized Officer
	HUSH PUPPIES (U.K.) LTD.
	By:	/s/ X. Xxxxx Xx.
	Its:	Director and Authorized Officer
	MERRELL (EUROPE) LIMITED
	By:	/s/ X. Xxxxx Xx.
	Its:	Authorized Officer
	WOLVERINE EUROPE B.V.
	By:	/s/ X. Xxxxx Xx.
	Its:	Director
	WOLVERINE EUROPE LIMITED
	By:	/s/ XX Xxxxxxxxx
	Its:	Director
	WOLVERINE WORLD WIDE EUROPE LIMITED
	By:	/s/ XX Xxxxxxxxx
	Its:	Director

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	BANK ONE, NA (as successor by merger to Bank One, Michigan), as a Bank and as Agent
	By:	/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
		Its:	Managing Director

4

	XXXXXX TRUST AND SAVINGS BANK,      as a Bank and as Syndication Agent
	By:	/s/ Xxxxx X. Law
		Xxxxx X. Law
		Its:	Vice President

5

	COMERICA BANK,      as a Bank and as Documentation Agent
	By:	/s/ Xxxxxxx X. Xxxx
	Its:	Vice President

6

	STANDARD FEDERAL BANK N.A., formerly known as Michigan National Bank
	By:	/s/ Xxxxx Xxxx
		Its:	AVP

0

	XXXXXXXX XXXX XXXX XX XXXXXXXX/XXXXXXXX
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		Its:	Senior Vice President

8

	FIFTH THIRD BANK, formerly known as Old Kent Bank
	By:	/s/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx
		Its:	Vice President

0

XXXX XXX, XX, XXXXXX BRANCH

By:

Its:

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