Form of Restricted Stock Award Agreement

Exhibit 10.6

[Date





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Dear ___:



Enclosed is a certificate for Brown Shoe Company, Inc. Common Stock representing ____ shares of restricted stock (the "Shares) awarded to you on [Date] by the Brown Shoe Company, Inc. Compensation Committee and granted under the Brown Shoe Company, Inc. Incentive and Stock Compensation Plan of 2002, as amended (the "Plan"). The following summarizes some of the more important provisions of the Plan and provides an explanation of the tax consequences.



Restrictions



The Shares are restricted as to disposition and are subject to forfeiture unless certain conditions are met. The certificate representing Shares includes a legend referring to the Plan. This legend provides that Shares cannot be sold, transferred, re-registered or disposed of until said legend has been removed from the certificate. Shares shall vest and the legend shall be removed after four years from the date of grant; provided, however, you shall only be entitled to receive Shares free of restrictions if, at the time of the lapse of such restrictions, you are then in the employ of the Company and shall have been continuously so employed since the date of grant of the Shares. If you do not meet these conditions, such Shares shall be forfeited. In the case of death, retiremen ...