Form of Restricted Stock Agreement

RESTRICTED STOCK AGREEMENT UNDER THE BROWN SHOE COMPANY, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2002




THIS AGREEMENT , made as of the 22nd day of May, 2003, by and between Brown Shoe Company, Inc., a New York corporation (hereinafter referred to as the "Company"), and _______________ (hereinafter referred to as the "Director" or "Awardee");

WITNESSETH THAT :

WHEREAS , the Board of Directors of the Company ("Board of Directors") has adopted and the shareholders of the Company have approved the Brown Shoe Company, Inc. Incentive and Stock Compensation Plan of 2002 (the "Plan") pursuant to which an aggregate of 1,500,000 shares of common stock of the Company ("Common Stock") may be granted to employees and directors of the Company and its subsidiaries; and

WHEREAS , the Company desires to make a restricted stock award to the Director of One Thousand Six Hundred (1,600) shares under the terms hereinafter set forth:

NOW, THEREFORE , in consideration of the premises, and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:

1. Award Subject to Plan . This award is made under, and is expressly subject to, all the terms and provisions of the Plan, a copy of which has been given to Awardee and which terms are incorporated herein by reference.

2. Terms of Award . Pursuant to action of the Board of Directors, which action was taken on May 22, 2003 ("Date of Award"), the Company awards to the Director One Thousand Six Hundred (1,600) shares of the Common Stock of the Company, par value of $3.75 ...