0000014707-09-000060 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT - Director BROWN SHOE COMPANY, INC.
Restricted Stock Award Agreement • March 31st, 2009 • 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, as Amended and Restated as of May 22, 2008 (the “Plan”), as follows:

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RESTRICTED STOCK AWARD AGREEMENT - Employee BROWN SHOE COMPANY, INC.
Restricted Stock Award Agreement • March 31st, 2009 • 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, as Amended and Restated as of May 22, 2008 (the “Plan”), as follows:

INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • March 31st, 2009 • Brown Shoe Co Inc • Footwear, (no rubber)

Brown Shoe Company, Inc., a New York corporation (the “Company”), grants to Optionee, an Incentive Stock Option to purchase shares of the Company’s Common Stock, $.01 par value (“Common Stock”), pursuant to the provisions of the Incentive and Stock Compensation Plan of 2002, as Amended and Restated as of May 22, 2008 (the “Plan”), and subject to the key terms set forth below and the attached General Terms and Conditions (dated as of May 22, 2008), all of which constitute part of this Agreement (the “Stock Option”), as follows:

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • March 31st, 2009 • Brown Shoe Co Inc • Footwear, (no rubber)

Brown Shoe Company, Inc., a New York corporation (the “Company”), grants to Optionee, a Non-Qualified Stock Option to purchase shares of the Company’s Common Stock, $.01 par value (“Common Stock”), pursuant to the provisions of the Incentive and Stock Compensation Plan of 2002, as Amended and Restated as of May 22, 2008 (the “Plan”), and subject to the key terms set forth below and the attached General Terms and Conditions (dated as of May 22, 2008), all of which constitute part of this Agreement (the “Stock Option”), as follows:

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