Common Contracts

BROWN SHOE COMPANY, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2002 (as Amended and Restated) PERFORMANCE UNIT AWARD AGREEMENT

Performance Unit Award Agreement • September 10th, 2008 • Brown Shoe Co Inc • Footwear, (no rubber)

• Contract Type
  Performance Unit Award Agreement
• Filed
  September 10th, 2008
• Company
  Brown Shoe Co Inc
• Industry
  Footwear, (no rubber)

You have been selected by the Compensation Committee of the Brown Shoe Company, Inc. Board of Directors (the “Committee”) to be a Participant in the Performance Unit Award Plan under the Incentive and Stock Compensation Plan of 2002, as Amended and Restated (the “Plan”) of Brown Shoe Company, Inc. (the “Company”), as specified below:

BROWN SHOE COMPANY, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2002 (as Amended and Restated) PERFORMANCE UNIT AWARD AGREEMENT

Performance Unit Award Agreement • March 11th, 2008 • Brown Shoe Co Inc • Footwear, (no rubber)

• Contract Type
  Performance Unit Award Agreement
• Filed
  March 11th, 2008
• Company
  Brown Shoe Co Inc
• Industry
  Footwear, (no rubber)

THIS AWARD AGREEMENT, effective ___, 20__, represents the grant of both Performance Shares (“Performance Shares”) and the Cash-Based Award (“Cash”) (collectively, the “Award”) by the Company to the Participant named above, pursuant to the provisions of the Plan.