Unamimous Shareholders Agreement

EXHIBIT 10.26


UNANIMOUS SHAREHOLDERS AGREEMENT


THIS UNANIMOUS SHAREHOLDERS AGREEMENT is made as of the 20th day of April, 2005


BETWEEN


BROWN SHOE INTERNATIONAL CORP.


(hereinafter called the "Shareholder")


AND


MARCEL PION


(hereinafter called the "Director")


WHEREAS Brown Shoe Company of Canada Ltd (the "Corporation") is a corporation to which the Canada Business Corporations Act (the "Act") applies; and


WHEREAS the Shareholder is the registered holder and beneficial owner of all the issued and outstanding shares of the Corporation; and


WHEREAS the Director has agreed to serve as a director of the Corporation at the request of the Shareholder and in consideration of the execution and delivery of the within agreement by the Shareholder; and


WHEREAS the Shareholder, acting under the authority contained in the Act, wishes to enter into this Agreement as a unanimous shareholders agreement for the purposes of, to the fullest extent permitted by the Act, restricting the discretion and powers of the board of directors of the Corporation to manage or supervise the management of the business and affairs of the Corporation and, concurrently, providing for the assumption by the Shareholder of the powers of such board of directors and thereby relieving the board of directors of their duties and liabilities to such extent;


IN CONSIDERATION of the premises and other good and valuable consideration, the parties hereto agree as follows:


1. During the period commencing from the date hereof and continuing until
this Agreement is terminated as provided in Section 5:


(a) the rights, powers and duties of the board of directors of the
Corporation to manage or supervise the management of the
business and affairs of the


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Corporation, whether such rights, powers and duties arise
under the Act, the articles or the by-laws of the Corporation,
or otherwise, are hereby restricted to the fullest extent
permitted under the Act; and


(b) the Shareholder hereby assumes and shall have, enjoy, exercise
and perform all such rights, powers and duties of the board of
directors of the Corporation to manage or supervise the
management of the business and affairs of the Corporation.


2. In the exercise of the rights, powers and duties assumed and
transferred hereunder, the Shareholder shall be subject to the same
obligations and liabilities to which the board of directors of the
Corporation would otherwise have been subject if this Agreement had not
been made and the Director is hereby wholly relieved of his powers,
duties and liabilities as a director of the Corporation to the extent
the Shareholder is subject thereto.


3. The rights, powers and duties assumed and transferred hereby to the
Shareholder shall be exer ...