CHANGE OF CONTROL SEVERANCE
                             COMPENSATION AGREEMENT

         This  Change  of  Control   Severance   Compensation   Agreement   (the
"Agreement") by and between J. Baker, Inc., a Massachusetts corporation together
with its  subsidiaries and divisions (the "Company") with its principal place of
business at 555 Turnpike Street, Canton, Massachusetts and Elizabeth C. White of
11 Wycliffe Road, E. Walpole,  MA 02032 (the "Executive")  shall be effective as
of the 28th day of December, 1999 (the "Agreement").

         In  consideration  of the  agreements  contained  herein  including the
undertakings  of the parties  hereto,  the receipt and  sufficiency of which are
hereby  acknowledged by each of the parties hereto,  it is covenanted and agreed
as follows:

1.       Severance Compensation upon Termination of Employment.
         ------------------------------------------------------

(a)      In the event the Executive's employment with the Company is terminated:

(i)               within  three  (3)  years  after a Change  in  Control  of the
                  Company  occurring  during  the  Term  hereof  (regardless  of
                  whether  such   Executive's   termination   occurs  after  the
                  expiration  of the Term)  either (A) by the  Company or (B) by
                  the Executive for "good reason", or

(ii)              within  three  (3)  years  after  the  employment  of  Alan I.
                  Weinstein  with the  Company  has  terminated  during the Term
                  hereof  (regardless  of whether  the  Executive's  termination
                  occurs  after  the  expiration  of the  Term)  for any  reason
                  including,   without   limitation,   dismissal,   resignation,
                  retirement,  death or termination  for any other reason either
                  (A) by the Company  (except if the termination of Executive is
                  for "cause") or (B) by the Executive for good reason,

then, in such event, the Company shall pay to the Executive an amount,  in cash,
(the "Severance  Payment") equal to the amount set forth below  corresponding to
Executive's number of years of credited employment service:


        Number of Years of Credited Service           Severance Payment

        ---------------------------------------- -------------------------------
        ---------------------------------------- -------------------------------
        0 to 9                                   1 year at Annual Base Salary
        ---------------------------------------- -------------------------------
        ---------------------------------------- -------------------------------
        10 to 19                                 1.5 years at Annual Base Salary
        ---------------------------------------- -------------------------------
        ---------------------------------------- -------------------------------
        20 and greater                           2.0 years at Annual Base Salary
        ---------------------------------------- -------------------------------

         For purposes of this  Agreement  "Annual  Base  Salary"  shall mean the
Executive's  base salary in effect on the date of this  Agreement,  as such base
salary may be  increased  from time to time.  As of the date of this  Agreement,
Executive had 16 years of credited employment service.

         (b) In the event the Executive's  employment is terminated as described
in Section 1(a)(i) above,  the Severance  Payment shall be made to the Executive
in a single lump sum cash payment.  In the event the  Executive's  employment is
terminated as described in Section 1(a)(ii) above,  the Severance  Payment shall
be made to the Executive in accordance with the Company's  regular pay intervals
for its  senior  executives  beginning  immediately  following  the  Executive's
termination of employment with the Company.

         (c)  Notwithstanding the Executive's rights to receive the payments and
benefits  pursuant to this agreement,  the Executive shall not be deemed to have
waived any rights the  Executive  may have at law or equity with  respect to the
termination of his employment.

         (d) A termination  for "good reason" shall be deemed to have  occurred,
and the Executive shall be entitled to the benefits set forth in this Section 1,
if the Executive  voluntarily  terminates his employment after the occurrence of
any of the following events, if either the circumstances set forth in paragraphs
(a)(i) or (a)(ii) has  occurred:  (i) the  assignment  to the  Executive  of any
duties inconsistent with the highest position (including status, offices, titles
and reporting requirements),  authority,  duties or responsibilities attained by
the  Executive  during  the  period of his  employment  by the  Company;  (ii) a
relocation of the  Executive  outside the  metropolitan  Boston area; or (iii) a
decrease in the Executive's compensation (including base salary, bonus or fringe
benefits).  For purposes hereof,  "Cause" shall mean (i) failure by the Employee
to cure a material breach of this Agreement  within 15 days after written notice
thereof by the  Company,  (ii) the  continuation  after notice by the Company of
willful  misconduct by the Employee in the performance of the Employee's  duties
hereunder  or (iii) the  commission  by the  Employee of an act  constituting  a
felony;  and "Change of Control of the Company" shall have the meaning set forth
in the Company's 1994 Equity  Incentive Plan, as approved by the Stockholders of
the Company on June 7, 1994 (and  without  regard to any  subsequent  amendments
thereto).

2.       Term.
         -----

         This  Agreement  shall become  effective  as of the date hereof,  shall
continue  for  a  period  of  three  (3)  years   thereafter   and  shall  renew
automatically  for a period of one year on the anniversary of the effective date
unless either party gives notice to the other party in accordance with Section 6
hereof of its desire to  terminate  the  agreement no less than 30 days prior to
the date the  Agreement  is due to expire (the  initial  three year term and any
extension thereof are herein referred to as the "Term").


3.       Nonguarantee of Employment.

         Nothing contained in this Agreement shall be construed as a contract of
employment between the Company and the Executive, or as a right of the Executive
to continue in the employ of the Company, or as a limitation of the right of the
Company to discharge the Executive with or without cause.

4.       Successors.
         -----------

         (a) This  Agreement  shall be binding upon the Company,  its successors
and  assigns,  and in the event of a Change of Control of the  Company or in the
event the Company shall be merged or consolidated or otherwise combined into one
or more other corporations or other entities, or substantially all of its assets
are sold or otherwise transferred to one or more other corporations or entities,
this Agreement  shall be binding upon the  corporation or entity  resulting from
such  merger  or  consolidation  or to  which  such  assets  shall  be  sold  or
transferred and shall be assignable by it by way of transfer of assets,  merger,
consolidation  or  combination  to the same  extent  as if it were the  Company.
Except as provided  above in this  Section  4(a),  this  Agreement  shall not be
assignable  by the Company or its  successors  and  assigns.  The  Company  will
require any  successor  or assign  (whether  direct or  indirect,  by  purchase,
merger,  consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company, by agreement in form and substance satisfactory to
the Executive,  expressly, absolutely and unconditionally to assume and agree to
perform  this  Agreement  in the same  manner  and to the same  extent  that the
Company would be required to perform it if no such  succession or assignment had
taken place.

         (b) This Agreement  shall inure to the benefit of and be enforceable by
the Executive's personal or legal  representatives,  executors,  administrators,
successors, heirs, distributees, devisees and legatees.

5.       Assignment.
         -----------

         This  Agreement  shall not be assignable by the Executive and shall not
be subject to attachment, execution, pledge or hypothecation.

6.       Notice.
         -------

         For the purpose of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and either delivered in hand,
by nationally  recognized  overnight courier service or by mail by United States
registered or certified mail,  return receipt  requested,  postage prepaid,  and
shall be deemed to have been duly given the sooner of when actually received, on
the next business day following deposit with a nationally  recognized  overnight
courier service or three (3) days following deposit in the mail by United States
registered or certified mail,  return receipt  requested,  postage  prepaid,  as
follows:

         If to the Company:

                  J. Baker, Inc.
                  555 Turnpike Street
                  Canton, MA  02021
                  Attn:       Chief Executive Officer

         If to the Executive:

                  Elizabeth C. White
                  11 Wycliffe Road
                  E. Walpole, MA  02032

or to such other  address  as either  party may have  furnished  to the other in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

7.       Modification.
         -------------

         No provision of this  Agreement  may be modified,  waived or discharged
unless such waiver,  modification or discharge is agreed to in writing signed by
the  Executive  and the  Company.  No  waiver  by  either  party  hereto  of, or
compliance with, any condition or provision of this Agreement to be performed by
such  party  shall be deemed a waiver of any other  provisions  hereof or of any
similar  or  dissimilar  provisions  or  conditions  at the same or any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied,  with  respect to the  subject  matter  hereof have been made by either
party which are not set forth expressly in this Agreement.

8.       Validity.
         ---------

         The invalidity or  unenforceability of any provisions of this Agreement
shall not affect the validity or  enforceability of any other provisions of this
Agreement, which shall remain in full force and effect.

9.       Governing Law.
         --------------

         This  Agreement  shall be governed by the laws of the  Commonwealth  of
Massachusetts without giving effect to the conflicts of law principles thereof.

10.      Entire Agreement

         This Agreement constitutes the entire understanding of the parties, and
revokes and supersedes all prior agreements  between the parties and is intended
as a final  expression of their  Agreement.  It shall not be modified or amended
except in writing  signed by the parties  hereto and  specifically  referring to
this  Agreement.  This Agreement  shall take precedence over any other documents
that may be in conflict therewith.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.

                              J. BAKER, INC.


                              By:  /s/ Alan I. Weinstein
                                 -----------------------
                                       Alan I. Weinstein
                                       President and
                                       Chief Executive Officer



                              EXECUTIVE:


                                     /s/ Elizabeth C. White
                              -----------------------------
                                       Elizabeth C. White