Exhibit 10.2

                           BAKERS FOOTWEAR GROUP, INC.
                                 CASH BONUS PLAN
1.       PURPOSE

                  The purpose of the Bakers Footwear Group, Inc. Cash Bonus
Program (the "Plan") is to provide a means by which Bakers Footwear Group, Inc.
("Bakers" or the "Company") shall be able to further align the interests of
management with its shareholders by providing management employees with
incentives in addition to current compensation to attain certain performance
goals of the Company and to attract and retain the services of competent
management employees for the Company and any of its subsidiaries. The Plan is
also intended to provide qualified performance-based compensation within the
meaning of Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended
(the "Code"), and Treasury Regulations promulgated thereunder, and shall be
interpreted and construed accordingly.

2.       EFFECTIVE DATE AND TERM

                  The Plan is effective for fiscal years beginning on or after
December 1, 2002, subject to approval by the shareholders of the Company, in
accordance with Treasury Regulations Section 1.162-27(e)(4)(vii). No bonus shall
be paid under the Plan (i) prior to such approval by the shareholders, or (ii)
for any fiscal year beginning after December 31, 2006 unless the Plan is
reapproved by the shareholders of the Company in accordance with Treasury
Regulations Section 1.162-27(e)(4)(vi).

3.       ADMINISTRATION

                  (a) The Plan shall be administered by the Compensation
Committee (the "Committee") of the Board of Directors of the Company (the
"Board") as such Committee may be constituted from time to time. The Committee
shall consist of at least three members of the Board selected by the Board, all
of whom shall be "outside directors" as defined in Treasury Regulations Section
1.162-27(e)(3).

                  (b) All determinations of the Committee shall be made by all
of its members unless specifically approved, authorized or ratified by the
Board, in which event a determination by a majority of its members shall be
sufficient. Any decision or determination reduced to writing and signed by all
of the members of the Committee shall be fully effective as if it had been made
by a vote at a meeting duly called and held.

                  (c) Subject to the express provisions of the Plan, the
Committee also shall have complete authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it, and to make
all other determinations necessary or advisable for the administration of the
Plan. The determinations of the Committee under the Plan shall be conclusive.






4.       ELIGIBILITY

                  Employees of Bakers or any of its subsidiaries who are
classified as management employees shall be eligible to participate in the Plan
(the "Participants"); provided, however, that for any fiscal year the Committee
may, at the time it establishes performance goals for such year under Section 5
of the Plan, limit participation to specified Participants or any class or
classes of Participants.

5.       PERFORMANCE GOALS

                  For each fiscal year beginning on or after December 1, 2002,
the Committee shall, no later than the 90th day of such year, establish
performance goals for such year (the "Performance Goals"), the results of which
are substantially uncertain within the meaning of Treasury Regulations Section
1.162-27(e)(2)(i) at the time the Performance Goals are established. The
Performance Goals for any fiscal year shall be based on one or more of the
following business criteria with respect to the Company and its subsidiaries:
(i) sales growth; (ii) operating income; (iii) return on assets; (iv) stock
price; (v) earnings per share; (vi) cash flow; (vii) market share; (viii) costs;
(ix) debt to equity ratio or (x) earnings before interest, taxes, depreciation
and amortization. If, after the Performance Goals for a fiscal year have been
established, a change occurs in the applicable accounting principles or
practices which affects any Performance Goal for such year, such Performance
Goal shall be applied without regard to such change.

6.       DETERMINATION AND PAYMENT OF BONUSES

                  (a) At the time that the Performance Goals for a fiscal year
are established, the Committee shall also establish an objective formula, based
on the attainment, in whole or in part, of the Performance Goals for such year,
for determining bonuses based on a specified percentage of annual base salary
(including amounts contributed under a salary reduction agreement to a plan
maintained by the Company under Section 125 or 401(k) of the Code) paid to any
Participant or class of Participants for such year. Such formula must be
expressed in terms such that a third party having knowledge of the relevant
results under the Performance Goals could calculate the amount to be paid to any
Participant. Notwithstanding the foregoing, the maximum bonus payable to any
Participant for any fiscal year shall not exceed $1,000,000.

                  (b) The formula established pursuant to Section 6(a) above for
any fiscal year must preclude any discretion by the Committee to increase the
amount of the bonus that would be payable to any Participant for such year. The
Committee may, in its sole discretion and for any reason, reduce the bonus
otherwise payable to any Participant for any fiscal year; provided, however,
that such reduction may not result in an increase in the bonus payable to any
other Participant.

                  (c) After the end of each fiscal year, the Committee shall
certify in writing whether the Performance Goals for such year have been
attained, in whole or in part, and the bonus payable to each Participant for
such year, if any, shall be determined in accordance with



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such certification under the formula established for such year pursuant to
Section 6(a) of the Plan. No bonus shall be payable prior to, or in excess of
the amount determined in accordance with, such certification.

                  (d) As soon as practicable following the certification and
determination described in Section 6(c) above, the bonus determined for each
Participant shall be paid in cash (or its equivalent) to the Participant (or, in
the event of the Participant's death prior to such payment, the Participant's
estate) in a single lump sum.

                  (e) In the event a Participant terminates employment with
Bakers and its subsidiaries during any fiscal year for any reason, such
Participant shall not be entitled to receive any bonus under the Plan for such
year.

                  (f) All bonuses payable under the Plan shall be subject to
applicable withholding for federal, state and local income and other taxes.

7.       AMENDMENT OR TERMINATION

                  The Board may at any time amend the Plan in any fashion or
terminate the Plan; provided, however, that no amendment shall be made which
would cause bonuses payable under the Plan to fail to constitute qualified
performance-based compensation within the meaning of Code Section 162(m)(4)(C);
provided further, that no amendment shall, without the prior approval of the
shareholders of the Company in accordance with Treasury Regulations Section
1.162-27(e)(4), (i) materially alter the Performance Goals set forth in Section
5, (ii) increase the maximum bonus set forth in Section 6(a), (iii) change the
class of eligible employees set forth in Section 4(a), or (iv) implement any
change to a provision of the Plan requiring shareholder approval in order for
the Plan to continue to comply with the requirements of Code Section
162(m)(4)(C). Furthermore, no amendment or termination shall, without the
written consent of the Participant, alter or impair a Participant's right to
receive payment of a bonus for a fiscal year that is due but has not yet been
paid.

8.       MISCELLANEOUS

                  (a) Neither the establishment of the Plan, any provisions of
the Plan nor any action of the Committee shall be deemed or held to constitute
an employment contract or confer on any Participant the right to remain employed
by Bakers or any of its subsidiaries, and the Company and its subsidiaries
reserve the right to terminate the employment of any Participant, and otherwise
deal with any Participant with respect to terms and conditions of employment, in
the same manner as if the Plan had not been established.

                  (b) The Plan shall be unfunded, the status of any Participant
who is entitled to a bonus under the Plan shall be that of an unsecured creditor
of the Company, any bonuses payable hereunder shall be paid solely from the
general assets of the Company and nothing in the Plan shall be interpreted or
construed to give the Participant or any other person any right, title,



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interest or claim in or to any specific asset, fund, reserve, account or other
property of any kind whatever owned by the Company.

                  (c) This Plan shall not affect or impair the rights or
obligations of a Participant under any other contract, arrangement, pension or
profit sharing plan, deferred compensation agreement or other compensation
program of the Company.

                  (d) A Participant's rights under the Plan shall not be subject
in any manner, either in whole or in part, to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, execution, levy, garnishment,
attachment or any similar action, any such attempted action shall be void and of
no effect and no such rights shall be liable for or subject to any debts,
contracts, engagements, torts or other obligations or liabilities of a
Participant other than any obligation or liability owed to the Company or any of
its subsidiaries.

                  (e) If the Company determines that a Participant is unable to
care for his or her affairs because of illness or accident, any bonus payable to
such Participant under the Plan may be paid to his or her spouse, child, parent
or any other person deemed by the Company to have incurred expense for such
Participant (including a duly appointed guardian, committee, or other legal
representative), and any such payment shall be a complete discharge of the
Company's obligations hereunder.

                  (f) All obligations of the Company under the Plan shall be
binding on any successor to the Company, whether as the result of purchase,
merger, consolidation or otherwise.

                  (g) If any term or condition of the Plan is held to be
illegal, invalid or unenforceable for any reason, or if any provision of the
Plan is determined to be inconsistent with the requirements of Code Section
162(m)(4)(C), such term, condition or provision shall be disregarded, and the
remainder of the Plan shall remain in force and effect as if such term,
condition or provision had not been included.

                  (h) The Plan shall be construed in accordance with and
governed by the laws of the State of Missouri, without regard to its conflict of
law provisions.


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