0000014707-08-000039 Sample Contracts

SEVERANCE AGREEMENT
Severance Agreement • March 28th, 2008 • Brown Shoe Co Inc • Footwear, (no rubber) • Missouri

This SEVERANCE AGREEMENT (the “Agreement”) is effective as of April 1, 2006 (“Effective Date”) by and between Richard M. Ausick (“Employee”) and Brown Shoe Company, Inc., a New York corporation (“Brown Shoe” and, together with its subsidiaries, the “Company”).

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 28th, 2008 • Brown Shoe Co Inc • Footwear, (no rubber) • New York

Supplemental Indenture (this “Supplemental Indenture”), dated as of October 24, 2007, between SHOES.COM, INC., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Brown Shoe Company, Inc., a New York corporation (the “Company”), the Company and U.S Bank National Association, a national banking association, as successor to SunTrust Bank, as trustee under the Indenture referred to below (the “Trustee”).

BROWN SHOE COMPANY, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2002 RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 28th, 2008 • Brown Shoe Co Inc • Footwear, (no rubber) • Missouri

THIS AGREEMENT represents the grant of a Restricted Stock Award (the “Award”) by Brown Shoe Company, Inc., a New York corporation (the “Company”), to the Participant named below, pursuant to the provisions of the Incentive and Stock Compensation Plan of 2002 (the “Plan”), as follows:

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