10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Mark One)

[X]	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 30, 2010
[  ]	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from  _____________  to  _____________

Commission file number: 1-2191

BROWN SHOE COMPANY, INC. (Exact name of registrant as specified in its charter)
New York (State or other jurisdiction of incorporation or organization)	43-0197190 (IRS Employer Identification Number)
8300 Maryland Avenue St. Louis, Missouri (Address of principal executive offices)	63105 (Zip Code)
(314) 854-4000 (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  R     No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

    Yes  £     No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer £	Accelerated filer R
Non-accelerated filer £	Smaller reporting company £
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

    Yes  £     No R

As of November 27, 2010, 43,866,828 common shares were outstanding.

EXPLANATORY NOTE:

Brown Shoe Company, Inc., a New York corporation (the “Company”), is filing this Amendment No. 1 (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended October 30, 2010, as filed with the Securities and Exchange Commission (the “Commission”) on December 7, 2010 (the “Original 10-Q”), solely to reflect the inclusion of information which had previously been redacted from Exhibits 10.1, 10.2 and 10.3 to the Original 10-Q.  Except as identified above, no other amendments or changes to the Original 10-Q are made by this Amendment and the remainder of the Original 10-Q shall remain in effect as of the date of filing of the Original 10-Q.  Additionally, this Amendment does not purport to provide an update or discussion of any other developments subsequent to the filing of the Original 10-Q.

ITEM 6 EXHIBITS

Exhibit No.
3.1		Restated Certificate of Incorporation of Brown Shoe Company, Inc. (the “Company”), incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 5, 2007 and filed June 5, 2007.
3.2		Bylaws of the Company as amended through October 2, 2008, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K dated October 8, 2008 and filed October 8, 2008.
10.1	†	Form of Performance Unit Award Agreement (for 2008-2010 performance period) under the Brown Shoe Company, Inc. Incentive and Stock Compensation Plan of 2002.
10.2	†	Form of Performance Award Agreement (for 2009-2011 performance period) under the Brown Shoe Company, Inc. Incentive and Stock Compensation Plan of 2002.
10.3	†	Form of Performance Award Agreement (for 2010-2012 performance period) under the Brown Shoe Company, Inc. Incentive and Stock Compensation Plan of 2002.
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

† Denotes exhibit is filed with this Form 10-Q/A.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BROWN SHOE COMPANY, INC.
Date: March 21, 2011	/s/ Mark E. Hood
	Mark E. Hood Senior Vice President and Chief Financial Officer on behalf of the Registrant and as the Principal Financial Officer and Principal Accounting Officer

EX-10.1

EXHIBIT 10.1

BROWN SHOE COMPANY, INC.

INCENTIVE AND STOCK COMPENSATION PLAN OF 2002

(as Amended and Restated)

PERFORMANCE UNIT AWARD AGREEMENT

You have been selected by the Compensation Committee of the Brown Shoe Company, Inc. Board of Directors (the “Committee”) to be a Participant in the Performance Unit Award Plan under the Incentive and Stock Compensation Plan of 2002, as Amended and Restated (the “Plan”) of Brown Shoe Company, Inc. (the “Company”), as specified below:

Participant:

Performance Award:

Target Number of Performance Shares:         shares of Company common stock

Target Cash-Based Award: $

Performance Period:  February 3, 2008 to January 29, 2011

Performance Measure:   Cumulative earnings per share for three fiscal years and compound annual revenue growth for three fiscal years.

THIS AWARD AGREEMENT, effective March 5, 2008, represents the grant of both Performance Shares (“Performance Shares”) and the Cash-Based Award (“Cash”) (collectively, the “Award”) by the Company to the Participant named above, pursuant to the provisions of the Plan.

The Plan provides a complete description of the terms and conditions governing the Award.  If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement.  All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.  The parties hereto agree as follows:

1. Performance Period.  The Performance Period commences on February 3, 2008 and ends on January 29, 2011.

2. Value of Award.  The Award shall represent and have a maximum value equal to two times the value of each component (that is, a maximum of two times the target number of Performance Shares and two times the target amount of Cash).

3. Award Payoff and Achievement of Performance Measures.  The Award to be earned under this Agreement shall be based upon the Company’s cumulative earnings per share for Fiscal Years 2008, 2009 and 2010 and compound annual revenue growth for Fiscal Years 2008, 2009 and 2010. For this purpose, earnings per share shall be calculated based on annual net earnings per diluted share (in accordance with U. S. generally accepted accounting principles), and is subject to the Committee’s right, pursuant to Section 14.2 of the Plan, to make adjustments for unusual or nonrecurring events.

Revenue shall represent the “net sales” reported in our financial statements, and the compound annual revenue growth rate percentage shall be calculated based on the geometric average growth rate in revenue for Fiscal Years 2008, 2009 and 2010.

The percent of the Award earned shall then be determined based on the following chart:

PAYOFF PROFILE – 2008 GRANT

(% OF TARGET PAID OUT)

Compound Annual Sales Growth Rate	>9% 7-9% 4-7% <4%	0% 0% 0% 0%	125% 75% 50% 50%	150% 100% 75% 75%	175% 150% 125% 100%	200% 175% 150% 125%
EPS		<$4.77	$5.03	$5.30	$5.56	$5.83

Interpolation shall be used to determine the percent of the Award earned in the event the Company’s EPS measure does not fall directly on one of the ranks listed in the above chart.  However, no payoff is earned unless the minimum EPS of $4.77 is achieved.

4. Termination Provisions.  Except as provided below, a Participant shall be eligible for payment of the earned Award, as specified in Section 3, only if the Participant’s employment with the Company continues through the end of the Performance Period. If a Participant retires at normal retirement date or at early retirement date with the approval of the Committee (“Retirement”), or suffers a permanent Disability, or dies during the Performance Period, the Committee, in its sole discretion, may determine that the Participant shall be eligible for that proportion of the Award earned under Section 3 for such Performance Period that his or her number of full months of participation during the Performance Period, bears to the total number of months in the Performance Period.  In the event of the death of the Participant, his or her beneficiary shall be entitled to the Award to which the Participant otherwise would have been entitled under the same conditions as would have been applicable to the Participant.  Awards will be payable under this Section 4 (including upon Retirement, death or Disability) at the time specified in Section 6, but only to the extent that the performance goals set forth in Section 3 have been met.

5. Dividends.  The Participant shall have no right to any dividends that may be paid with respect to shares of Company stock until any such shares are issued to the Participant following the completion of the Performance Period.

6. Form and Timing of Payment of the Award.  Payment of the earned Performance Shares shall be made in shares of the Company’s Common Stock, and payment of the earned Cash Award shall be made in cash.  Payment of the earned Award shall be made within sixty (60) calendar days following the close of the Performance Period.

7. Change in Control.  If a Participant is employed by the Company on the date of a Change in Control, subject to Article 2.7 and Article 13 of the Plan, in the event of the occurrence of a Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchange, the Award shall be deemed to have been fully earned for the entire Performance Period as of the effective date of the Change in Control, at the target level, and shall be paid out within thirty (30) days following the effective date of the Change in Control.

8. Recapitalization.  Subject to Article 4.2 of the Plan, in the event that there is any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Code 368) or any partial or complete liquidation of the Company, such adjustment shall be made in the number and class and/or price of the Company’s Common Stock subject to this Award, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of Performance Shares subject to this Award shall always be a whole number.

9. Tax Withholding.  The Committee shall have the power and the right to deduct or withhold, or require the Participant or beneficiary to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Award.  In satisfaction of such requirements, the Participant may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold from the payment of the Award: (a) shares of Company Common Stock having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be withheld on the transaction (“Withholding Amount”) with respect to the Performance Share component of the Award; and/or (b) cash equal to the Withholding Amount on the Cash component; or (c) in lieu of (a) and (b), cash equal to the Withholding Amount on both the Performance Share and the Cash components.  All such elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

10. Nontransferability.  This Agreement as well as the rights granted thereunder may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

11. Administration.  This Agreement and the rights of the Participant hereunder are subject to all terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan.  It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which shall be binding upon the Participant.

12. Miscellaneous

(a) This Award Agreement shall not confer upon the Participant any right to continuation of employment by the Company, nor shall this Award Agreement interfere in any way with the Company’s right to terminate his or her employment at any time.

(b) The Committee and/or the Company’s Board of Directors may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Participant’s rights under this Award Agreement without the Participant’s written consent.

(c) This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(d) To the extent not preempted by Federal law, this Award Agreement shall be construed in accordance with and governed by the substantive laws of the State of Missouri without regard to conflicts of laws principles, which might otherwise apply.  Any litigation arising out of, in connection with, or concerning any aspect of the Plan or this Award Agreement shall be conducted exclusively in the State or Federal courts in Missouri.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of March 5, 2008.

BROWN SHOE COMPANY, INC.
By:	/s/ Sarah E. Stephenson
	Sarah E. Stephenson
	VP, Total Rewards

 Accepted:  Date:

EX-10.2

EXHIBIT 10.2

BROWN SHOE COMPANY, INC.

INCENTIVE AND STOCK COMPENSATION PLAN OF 2002

(as Amended and Restated)

PERFORMANCE AWARD AGREEMENT

Fiscal 2009 to 2011

You have been selected by the Compensation Committee of the Brown Shoe Company, Inc. Board of Directors (the “Committee”) to be a Participant in the Performance Award Plan under the Incentive and Stock Compensation Plan of 2002, as Amended and Restated (the “Plan”) of Brown Shoe Company, Inc. (the “Company”), as specified below:

Participant:

Performance Award:

Target Award – Number of Performance Shares

shares of Company common stock

Form of Payment:  shares of Company common stock

Performance Period:  the Company’s Fiscal Years 2009 through 2011

Performance Measures:  As described on Attachment A

Minimum Performance Level: As described on Attachment A.

Maximum Award Value:  150% of Target Award

Vesting:  January 28, 2012 (last day of fiscal 2011)

THIS AWARD AGREEMENT, effective March 23, 2009, represents the grant of Performance Shares (“Performance Shares”) as identified above (the “Award”) by the Company to the Participant named above, pursuant to the provisions of the Plan.

The Plan provides a complete description of the terms and conditions governing the Award.  If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement.  All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.  The parties hereto agree as follows:

1.Performance Period.  The Performance Period shall be as specified above.

2.Value of Award.  The Award shall represent and have a Maximum Award Value as specified above.

3.Earning the Award; Certification of Performance and Percent Earned.  The Award shall be “earned” following the end of the Performance Period, as of the date the Committee shall determine and certify: (a) whether the Minimum Performance Level has been satisfied; (b) and if so, the percent of the Award that has been earned in accordance with the Performance Payoff Profile (on Attachment A) (the “Percent Earned”), but in no event  more than the Maximum Award Value; and (c) as to the determinations pursuant to (a) and (b), subject to the Committee’s right to exercise its discretion to reduce the Company’s level of performance based on the quality of earnings.  All calculations as to the Performance Measures shall be subject to the Committee’s right, pursuant to Section 14.2 of the Plan, to make adjustments for unusual or nonrecurring events.

4.Vesting, Amount Payable and Payment of the Award.

 (a)Unless this Award is sooner terminated in accordance with Section 5, this Award shall be vested in the Participant as of the Vesting Date and shall be payable within sixty (60) days following the Vesting Date subject to Participant’s continued employment through the date actual payment is made. If you do not meet these conditions at any time, this Award shall be forfeited.

 (b) The amount payable to the Participant shall be determined by multiplying the Percent Earned by the Target Award specified.

5.Termination Provisions.

 (a)  If, pursuant to Section 3, the Committee certifies that the Minimum Performance Level has not been achieved, this Award shall immediately terminate and no longer be of any effect.

 (b)  If a Participant retires at normal retirement date or retires at an early retirement date with the approval of the Committee (each being “Retirement”); suffers a permanent Disability; or dies prior to the Vesting Date, the Committee, in its sole discretion, may determine that the Participant (or Participant’s beneficiary in the event of death) shall be eligible for a pro-rated portion of the Amount Earned, with such proration to be based on the number of full months of continued active employment by Participant during the Performance Period as a percent of the total number of months in the Performance Period.  If the Committee does determine that this award shall be payable pursuant to the prior sentence, then payment shall be made in accordance with Section 4.  In the event of participant’s Retirement, payment, if at all, shall occur only if the Committee’s determination to allow for pro-rated payment has been made prior to the date of Retirement and only at the time set forth in Section 4.

6.Dividends.  The Participant shall have no right to any dividends that may be paid with respect to shares of Company stock until any such shares are vested and earned.

7.Change in Control.  If a Participant is employed by the Company on the date of a Change in Control, subject to Article 2.7 and Article 13 of the Plan, in the event of the occurrence of a Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchange, the Award shall be deemed to have been fully earned for the entire Performance Period and fully vested as of the effective date of the Change in Control; and based upon an assumed achievement of all relevant targeted performance goals, the Award shall be payable in the amounts or at the level provided by the above-referenced provisions of the Plan within thirty (30) days following the effective date of the Change in Control

8.Recapitalization.  Subject to Article 4.2 of the Plan, in the event that there is any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Code 368) or any partial or complete liquidation of the Company, such adjustment shall be made in the number and class and/or price of the Company’s Common Stock subject to this Award, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of Performance Shares subject to this Award shall always be a whole number.

9.Tax Withholding.  The Committee shall have the power and the right to deduct or withhold, or require the Participant or beneficiary to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Award.  In satisfaction of such requirements, the Participant may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold from the payment of the Award: (a) shares of Company Common Stock having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be withheld on the transaction (“Withholding Amount”); and/or (b) cash equal to the Withholding Amount on the Cash component; (c) a combination of (a) and (b).  All such elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

10.Clawback.  Any payouts will be subject to recovery if it is determined that the Participant personally and knowingly engaged in practices that materially contributed to the circumstances that led to the restatement of the Company’s financial statements.

11.Nontransferability.  This Agreement as well as the rights granted thereunder may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

12.Administration and Discretion.  This Agreement and the rights of the Participant hereunder are subject to all terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan.  It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which shall be binding upon the Participant.  The committee specifically reserves the right to exercise negative discretion as to the amount payable under the award based on the quality of the Company’s earnings.

13.Miscellaneous

(a) This Award Agreement shall not confer upon the Participant any right to continuation of employment by the Company, nor shall this Award Agreement interfere in any way with the Company’s right to terminate his or her employment at any time.

(b) The Committee and/or the Company’s Board of Directors may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Participant’s rights under this Award Agreement without the Participant’s written consent.

(c) This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(d) To the extent not preempted by Federal law, this Award Agreement shall be construed in accordance with and governed by the substantive laws of the State of Missouri without regard to conflicts of laws principles, which might otherwise apply.  Any litigation arising out of, in connection with, or concerning any aspect of the Plan or this Award Agreement shall be conducted exclusively in the State or Federal courts in Missouri.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of March 23, 2009.

BROWN SHOE COMPANY, INC.
By:	/s/ Sarah Stephenson
	Sarah Stephenson
	Vice President - Total Rewards
Dated:	April 30, 2009
	PARTICIPANT
Dated:

ATTACHMENT A

to Brown Shoe Company, Inc.

Performance  Award Agreement-

for Performance Period of Fiscal Years 2009-2011_

1. PERFORMANCE MEASURES

The Performance Measures for this Award shall be:  (a) Adjusted EPS and (b) Adjusted EBITDA as a Percentage of Average Net Assets.

Each of these Performance Measures is a non-GAAP measure, to be calculated with respect to the Performance Period, based on the following:

(i) Adjusted EPS- cumulative consolidated diluted earnings per share for the period, as adjusted (i.e. increased or decreased) for special charges and recoveries;

(ii) Adjusted EBITDA - Earnings Before Interest, Taxes, Depreciation and Amortization for the period, as adjusted for special charges and recoveries;

(iii) Average Net Assets- to be averaged based on month-end Net Assets during the period.  Net Assets will be calculated as the sum of working capital, property and equipment, net and capitalized software (net).

(iv) Adjusted EBITDA as a Percent of Net Assets (referenced as “EBITDA as a % Net Assets” in the payoff profile) - Adjusted EBITDA divided by Average Net Assets for comparative periods.

2. MINIMUM PERFORMANCE LEVEL - CumulativeAdjusted EPS of $0.88 over the Performance Period

Performance Payoff Profile

Matrix For Three Year Performance Share Plan (2009-2011)

Brown Shoe Company

3 Year Performance Plan

Adjusted Earnings per Share - the cumulative EPS (as adjusted for special items) over the three-year measurement period.

EBITDA- earnings before interest, taxes, depreciation and amortization, adjusted for non-recurring items

Net Assets -  average monthly net assets, where net assets are net property and equipment, capitalized software and working capital.

3 Year measurement period EBITDA as a % of Net Assets would be the  average of each of the respective 3 year EBITDA as a % of Net Assets calculations.

EBITDA as % Net Assets

Greater Than	24.70%	40.0%	51.7%	63.3%	75.0%	86.7%	98.3%	110.0%	122.5%	135.0%	147.5%	150.0%
	24.20%	39.0%	50.7%	62.3%	74.0%	85.7%	97.3%	109.0%	121.5%	134.0%	146.5%	150.0%
	23.70%	38.0%	49.7%	61.3%	73.0%	84.7%	96.3%	108.0%	120.5%	133.0%	145.5%	150.0%
	23.20%	37.0%	48.7%	60.3%	72.0%	83.7%	95.3%	107.0%	119.5%	132.0%	144.5%	150.0%
	22.70%	36.0%	47.7%	59.3%	71.0%	82.7%	94.3%	106.0%	118.5%	131.0%	143.5%	150.0%
	22.20%	35.0%	46.7%	58.3%	70.0%	81.7%	93.3%	105.0%	117.5%	130.0%	142.5%	150.0%
	21.70%	34.0%	45.7%	57.3%	69.0%	80.7%	92.3%	104.0%	116.5%	129.0%	141.5%	150.0%
	21.20%	33.0%	44.7%	56.3%	68.0%	79.7%	91.3%	103.0%	115.5%	128.0%	140.5%	150.0%
	20.70%	32.0%	43.7%	55.3%	67.0%	78.7%	90.3%	102.0%	114.5%	127.0%	139.5%	150.0%
	20.20%	31.0%	42.7%	54.3%	66.0%	77.7%	89.3%	101.0%	113.5%	126.0%	138.5%	150.0%
	19.70%	30.0%	41.7%	53.3%	65.0%	76.7%	88.3%	100.0%	112.5%	125.0%	137.5%	150.0%
	19.20%	25.0%	36.7%	48.3%	60.0%	71.7%	83.3%	95.0%	107.5%	120.0%	132.5%	145.0%
	18.70%	20.0%	31.7%	43.3%	55.0%	66.7%	78.3%	90.0%	102.5%	115.0%	127.5%	140.0%
	18.20%	15.0%	26.7%	38.3%	50.0%	61.7%	73.3%	85.0%	97.5%	110.0%	122.5%	135.0%
Less Than	17.70%	10.0%	21.7%	33.3%	45.0%	56.7%	68.3%	80.0%	92.5%	105.0%	117.5%	130.0%
		0.88	0.95	1.01	1.07	1.13	1.20	1.26	1.32	1.39	1.45	1.51	Adjusted EPS
		70%	75%	80%	85%	90%	95%	100%	105%	110%	115%	120%

Interpolation shall be used to determine the percent of the Award payable in the event the Company's Adjusted EPS or EBITDA as a % of Net Assets does not fall directly on one of the ranks listed in the chart.

EX-10.3

Exhibit 10.3

BROWN SHOE COMPANY, INC.

INCENTIVE AND STOCK COMPENSATION PLAN OF 2002, as Amended and Restated as of May 22, 2008

PERFORMANCE AWARD AGREEMENT

Fiscal 2010 to 2012

THIS AWARD AGREEMENT, effective March 4, 2010, represents the grant of both Performance Shares (“Performance Shares”) and a Cash-Based Award (“Cash Award”) (collectively, the “Award”) by Brown Shoe Company, Inc. (“Company”) to the Participant named below, who has been selected by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to participate in the 2010 to 2012 Performance Award Plan under the Incentive and Stock Compensation Plan of 2002, as Amended and Restated (the “Plan”) of Brown Shoe Company, Inc. (the “Company”).  Subject to the key terms set forth below and the attached General Terms and Conditions (dated as of May 2010), all of which constitute part of this Agreement, this Award provides:

Participant:

Performance Award, being a combination of the following:

 Target Share Award- Number of Performance Shares: shares of Company common stock

 Form of Payment: shares of Company common stock

Target Cash-Based Award: $

 Form of Payment:  cash

Performance Period: the Company's Fiscal Years 2010 through 2012

Performance Measures: As described on Attament A

Minimum Performance Level: As described on Attachment A.

Maximum Award Value:  150% of Target Award

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of date(s) written below.

BROWN SHOE COMPANY, INC.
By:	/s/ Sarah Stephenson
	Sarah Stephenson, Vice President Total Rewards
Date:	May 14, 2010

Accepted:
	Participant Signature
Date:

PERFORMANCE AWARD 2010 to 2012

General Terms and Conditions (as of May 2010)

Incentive and Stock Compensation Plan of 2002,

as Amended and Restated as of May 22, 2008

The parties hereto agree as follows:

1.Performance Period.  The Performance Period shall be as specified on the executed cover page of this Award.

2.Value of Award.  The Award shall represent and have a Maximum Award Value as specified on the executed cover page of this Award.

 3.Earning the Award; Certification of Performance and Percent Earned.  The Award shall be “earned” following the end of the Performance Period, as of the date the Committee shall determine and certify: (a) whether the Minimum Performance Level has been satisfied; (b) and if so, the percent of the Award that has been earned in accordance with the Performance Payoff Profile (on Attachment A) (the “Percent Earned”), but in no event  more than the Maximum Award Value; and provided that the determinations pursuant to (a) and (b) shall be subject to the Committee’s right to exercise its discretion to reduce the Company’s level of performance based on the quality of earnings.  All calculations as to the Performance Measures shall be subject to the Committee’s right, pursuant to Section 14.2 of the Plan, to make adjustments for unusual or nonrecurring events.

4.Amount Payable and Payment of the Award.

 (a) Unless this Award is sooner terminated in accordance with Section 5, an earned Award (as provided in Section 3) shall be payable within sixty (60) days following completion of the Performance Period.  Subject to Section 5(b) and in accordance with Section 5(c), this Award shall not be payable and shall be forfeited if Participant terminates employment with the Company prior to the date that the Award payment is made to the Participant.

(b) The amount payable to the Participant shall be determined by multiplying the Percent Earned by the Target Award specified, subject to the Committee’s right to exercise discretion as provided in Section 12.

(c) Unless otherwise specified on the executed cover page of this Award, payment of the earned Performance Shares shall be made in shares of the Company’s Common Stock, and payment of the earned Cash Award shall be made in cash.

5.Termination Provisions.

(a) If, pursuant to Section 3, the Committee certifies that the Minimum Performance Level has not been achieved, this Award shall immediately terminate and no longer be of any effect.

(b) If Participant’s employment is terminated during the Performance Period by reason of death, Disability, Retirement or Early Retirement (as defined in the Plan), the Committee, in its sole discretion, shall determine whether the Participant (or Participant’s beneficiary in the event of death) shall be eligible to receive any payment under this Award.  If payment of this Award is approved by the Committee, such payment shall be pro-rated based on the number of full months of continued active employment by Participant during the Performance Period as a percent of the total number of months in the Performance Period; the amount payable shall be based on the Percent Earned; and payment shall be made pursuant to Section 4 at the same time as payment of other awards for the same performance period are made to other eligible participant who did not terminate employment during the Performance Period.  Notwithstanding the foregoing, in the event of Participant’s termination due to death or Disability, if approved by the Committee, such pro-rated payment may be made prior to expiration of the Performance Period, with calculation of and timing of the payment amount to be determined by the Committee.

(c) Except as provided in subsection 5(b), a Participant shall be eligible for payment of the earned Award, as specified in Section 3, only if the Participant remains continuously employed by the Company from the date of this Agreement, through the end of the Performance Period and continuing thereafter until the date the Awards is actually paid.

6.Dividends.  The Participant shall have no right to any dividends that may be paid with respect to shares of Company stock until any such shares are vested.

7.Change in Control.  If a Participant is employed by the Company on the date of a Change in Control, subject to Article 2.7 and Article 13 of the Plan, in the event of the occurrence of a Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchange, the Award shall be deemed to have been fully earned for the entire Performance Period and fully vested as of the effective date of the Change in Control; and based upon an assumed achievement of all relevant targeted performance goals, the Award shall be payable in the amounts or at the level provided by the above-referenced provisions of the Plan within thirty (30) days following the effective date of the Change in Control.

8.Recapitalization.  Subject to Article 4.2 of the Plan, in the event that there is any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Code 368) or any partial or complete liquidation of the Company, such adjustment shall be made in the number and class and/or price of the Company’s Common Stock subject to this Award, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of Performance Shares subject to this Award shall always be a whole number.

9.Tax Withholding.  The Committee shall have the power and the right to deduct or withhold, or require the Participant or beneficiary to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Award.  In satisfaction of such requirements, subject to the approval of the Committee, the Participant may elect, within an election period specified by the Company, to satisfy the withholding requirement, in whole or in part, by having the Company withhold from the payment of the Award: (a) shares of Company Common Stock having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be withheld on the transaction (“Withholding Amount”); and/or (b) cash equal to the Withholding Amount on the Cash component; (c) a combination of (a) and (b).  All such elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

10.Clawback.  Any payouts will be subject to recovery if it is determined that the Participant personally and knowingly engaged in practices that materially contributed to the circumstances that led to the restatement of the Company’s financial statements.

11.Nontransferability.  This Agreement as well as the rights granted thereunder may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

12.Administration.

(a) This Award and the rights of the Participant hereunder are subject to all terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan.  It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant.

(b) If there is any inconsistency between the terms of this Award and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement.  All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

13.Miscellaneous

(a) This Agreement shall not confer upon the Participant any right to continuation of employment by the Company, nor shall this Agreement interfere in any way with the Company’s right to terminate his or her employment at any time.

(b) The Committee and/or the Company’s Board of Directors may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Participant’s rights under this Agreement without the Participant’s written consent.

(c) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(d) To the extent not preempted by Federal law, this Agreement shall be construed in accordance with and governed by the substantive laws of the State of Missouri without regard to conflicts of laws principles, which might otherwise apply.  Any litigation arising out of, in connection with, or concerning any aspect of the Plan or this Agreement shall be conducted exclusively in the State or Federal courts in Missouri.

ATTACHMENT A

to Brown Shoe Company, Inc.

Performance Award Agreement-

for Performance Period of Fiscal Years 2010-2012

1.PERFORMANCE MEASURES

The Performance Measures for this Award shall be:  (a) Cumulative Adjusted EPS and (b) Adjusted EBITDA as a Percentage of Average Net Assets.

Each of these Performance Measures is a non-GAAP measure, to be calculated with respect to the Performance Period, based on the following:

(i) Cumulative Adjusted EPS - cumulative consolidated diluted earnings per share for the period, as adjusted (i.e. increased or decreased) for special charges and recoveries;

(ii) Adjusted EBITDA - Earnings Before Interest, Taxes, Depreciation and Amortization for the period, as adjusted for special charges and recoveries;

(iii) Net Assets - represents the month-end average of net assets during a period, where net assets are working capital, net property and equipment, and net capitalized software.

(iv) Adjusted EBITDA as a Percent of Net Assets  (referenced as “Adjusted EBITDA as a % Net Assets” in the payoff profile) – represents the average of the three annual calculations during the Performance Period of Adjusted EBITDA as a Percent of Net Assets.

2.MINIMUM PERFORMANCE LEVEL

Cumulative Adjusted EPS of $2.46 over the Performance Period

3.PERFORMANCE PAYOFF PROFILE

Matrix for Three Year Performance Share Plan (2010-2012)

Interpolation shall be used to determine the percent of the Award payable in the event the Company’s Cumulative Adjusted EPS or Adjusted EBITDA as a % of Net Assets does not fall directly on one of the ranks listed in the chart below.

Brown Shoe Company

3 Year Performance Plan (2010 – 2012 Plan Year)

Cumulative Adjusted EPS – the cumulative diluted earnings per share (as adjusted for special items) over the three-year measurement period.

Adjusted EBITDA – earnings before interest, taxes, depreciation and amortization, adjusted for non-recurring items.

Net Assets – average monthly net assets, where net assets are net property and equipment, capitalized software and working capital.

3 Year measurement period EBITDA as a % of Net Assets would be the average of each of the respective 3 year EBITDA as a % of Net Assets calculations.

Adjusted EBITDA as a % Net Assets

Greater Than	32.90%	55.0%	66.7%	78.3%	90.0%	101.7%	113.3%	125.0%	137.5%	150.0%	150.0%	150.0%
	32.40%	52.5%	64.2%	75.8%	87.5%	99.2%	110.8%	122.5%	135.0%	147.5%	150.0%	150.0%
	31.90%	50.0%	61.7%	73.3%	85.0%	96.7%	108.3%	120.0%	132.5%	145.0%	150.0%	150.0%
	31.40%	47.5%	59.2%	70.8%	82.5%	94.2%	105.8%	117.5%	130.0%	142.5%	150.0%	150.0%
	30.90%	45.0%	56.7%	68.3%	80.0%	91.7%	103.3%	115.0%	127.5%	140.0%	150.0%	150.0%
	30.40%	42.5%	54.2%	65.8%	77.5%	89.2%	100.8%	112.5%	125.0%	137.5%	150.0%	150.0%
	29.90%	40.0%	51.7%	63.3%	75.0%	86.7%	98.3%	110.0%	122.5%	135.0%	147.5%	150.0%
	29.40%	37.5%	49.2%	60.8%	72.5%	84.2%	95.8%	107.5%	120.0%	132.5%	145.0%	150.0%
	28.90%	35.0%	46.7%	58.3%	70.0%	81.7%	93.3%	105.0%	117.5%	130.0%	142.5%	150.0%
	28.40%	32.5%	44.2%	55.8%	67.5%	79.2%	90.8%	102.5%	115.0%	127.5%	140.0%	150.0%
	27.90%	30.0%	41.7%	53.3%	65.0%	76.7%	88.3%	100.0%	112.5%	125.0%	137.5%	150.0%
	27.40%	25.0%	36.7%	48.3%	60.0%	71.7%	83.3%	95.0%	107.5%	120.0%	132.5%	145.0%
	26.90%	20.0%	31.7%	43.3%	55.0%	66.7%	78.3%	90.0%	102.5%	115.0%	127.5%	140.0%
	26.40%	15.0%	26.7%	38.3%	50.0%	61.7%	73.3%	85.0%	97.5%	110.0%	122.5%	135.0%
Less Than	25.90%	10.0%	21.7%	33.3%	45.0%	56.7%	68.3%	80.0%	92.5%	105.0%	117.5%	130.0%
		2.46	2.63	2.81	2.98	3.16	3.33	3.51	3.69	3.86	4.04	4.21
		70%	75%	80%	85%	90%	95%	100%	105%	110%	115%	120%

		Cumulative Adjusted EPS
2010	0.65	3 Year Plan
2011	1.14	3 Year Plan
2012	1.72	3 Year Plan
	3.51

   Cumulative Adjusted EPS Target: $3.51

   Adjusted EBITDA as a % of Net Assets Target: 27.90%