Form of Non-qualified Stock Option Plan Award Agreement

BROWN SHOE COMPANY, INC.

INCENTIVE AND STOCK COMPENSATION PLAN OF 2002

NON-QUALIFIED STOCK OPTION PLAN AGREEMENT




BROWN SHOE COMPANY, INC., a New York corporation (the "Company"), and ________________________________ (the "Optionee") hereby agree as follows:

Section 1 . Grant of Option .

In conformity with the Brown Shoe Company, Inc. Incentive and Stock Compensation Plan of 2002 ("Plan") and pursuant to action of the Compensation Committee charged with the administration thereof, the Company has granted to the Optionee on March 4, 2004 ("Date of Grant"), subject to the conditions and limitations hereinafter stated in this Agreement, the option to purchase at the price specified in Section 2 hereof, up to _______ shares of the Common Stock of the Company reserved for options under the Plan during a period commencing one (1) year after the Date of Grant and ending ten (10) years after the Date of Grant as follows:



after one (1) year from the Date of Grant, the Optionee may purchase up to twenty five percent (25%) of the total number of shares to which this option relates;

after two (2) years from the Date of Grant, the Optionee may purchase, on a cumulative basis, up to fifty percent (50%) of the total number of shares to which this option relates;

after three (3) years from the Date of Grant, the Optionee may purchase, on a cumulative basis, up to seventy-five percent (75%) of the total number of shares to which this option relates;

after four (4) years but prior to the end of ten (10) years from the Date of Grant, the Optionee may purchase, on a cumulative basis, up to one hundred percent (100%) of the total number of shares to which this option relates.



Section 2 . Option Price .

The purchase price per share of Common Stock shall be $39.01 .

Section 3 . Conditions and Limitations on Right To Exercise Option .

Notwithstanding the provisions of Section 1 hereof:



Time for Exercise . This option may not, in any event, be exercised prior to the commencement of the second (2nd) year after the Date of Grant or after the expiration of ten (10) years from the Date of Grant.

Exercise While on Leave of Absence . This option may not be exercised by the Optionee while on a leave of absence until he has returned to active employment with the Company, unless such exercise is expressly approved in writing by the Compensation Committee.

Exercise if No Longer an Employee .



Termination . Except as set forth in (2) below, the option herein granted must be exercised by the Optionee only while he is an employee of the Company or one of its subsidiaries (as defined in Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code)), or within sixty (60) days after termination as an employee, but no later than ten (10) years from the Date of Grant.

Death . If the Optionee dies while employed by the Company or one of its subsidiaries or dies within sixty (60) days after termination of such employment, his option may be exercised to the extent the Optionee was entitled to exercise it at the date of his death, by a legatee or legatees of the Optionee under his last will, or by his personal representatives or distributees at any time within one (1) year after his death, but not after ten (10) years from the Date of Grant.

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