0000014707-02-000008 Sample Contracts

SEVERANCE AGREEMENT
Severance Agreement • April 16th, 2002 • Brown Shoe Co Inc/ • Footwear, (no rubber) • Missouri

SEVERANCE AGREEMENT (the "Agreement") dated October 5, 2000 ("Effective Date") between Andrew M. Rosen ("Employee") and Brown Shoe Company, Inc., a New York corporation (as further defined in Section 13, the "Company").

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 16th, 2002 • Brown Shoe Co Inc/ • Footwear, (no rubber) • Illinois

This First Amendment to Credit Agreement (this "Amendment"), dated effective as of January 19, 2002, is by and among BROWN SHOE COMPANY, INC., a New York corporation, BROWN GROUP RETAIL, INC., a Delaware corporation, BROWN GROUP INTERNATIONAL, INC., a Delaware corporation, CLAYTON LICENSE, INC., a Delaware corporation, PAGODA TRADING COMPANY, INC., a Missouri corporation, SIDNEY RICH ASSOCIATES, INC., a Missouri corporation (individually each a "Borrower" and collectively the "Borrowers"), BROWN SHOE COMPANY OF CANADA LTD, a Canadian corporation ("Brown Canada"; together with each of the Borrowers, the "Guarantors"), the various financial institutions parties hereto (collectively, the "Lenders"), and BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association, as administrative agent (the "Agent").

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 16th, 2002 • Brown Shoe Co Inc/ • Footwear, (no rubber) • Illinois

This Second Amendment to Credit Agreement (this "Amendment"), dated effective as of February 5, 2002, is by and among BROWN SHOE COMPANY, INC., a New York corporation, BROWN GROUP RETAIL, INC., a Delaware corporation, BROWN GROUP INTERNATIONAL, INC., a Delaware corporation, CLAYTON LICENSE, INC., a Delaware corporation, PAGODA TRADING COMPANY, INC., a Missouri corporation, SIDNEY RICH ASSOCIATES, INC., a Missouri corporation (individually each a "Borrower" and collectively the "Borrowers"), BROWN SHOE COMPANY OF CANADA LTD, a Canadian corporation ("Brown Canada"; together with each of the Borrowers, the "Guarantors"), the various financial institutions parties hereto (collectively, the "Lenders"), and BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association, as administrative agent (the "Agent").

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