Exhibig 10.5f


    
      

    


    BROWN
      SHOE COMPANY, INC.

    


    INCENTIVE
      AND STOCK COMPENSATION PLAN OF 2002

    


    PERFORMANCE
      AWARD AGREEMENT

    


    


    THIS
      AGREEMENT represents the grant of a Performance Award (the “Award”) by Brown
      Shoe Company, Inc., a New York corporation (the “Company”), to the Participant
      named below, pursuant to the provisions of the Incentive and Stock Compensation
      Plan of 2002 (the “Plan”), as follows: 

    


    
      	1.  	
              Terms
                of the Award.
                The terms of the Award are as
                follows:

            


    

    


    Participant:
      «First_Name» «Middle_Init» «Last_Name»

    


    Initial
      Award Grant
      Date:
      _____,
      20__ [**date of board approval]

    


    Target
      Award: ___ Performance
      Shares

    


    Form
      of Award Payment:
      Shares
      or equivalent cash value, or a combination of both Shares and cash, in the
      Board’s sole discretion (per Section 5 below)

    


    Performance
      Period:
       ________
      to __________

    


    Performance
      Measures: Cumulative
      earnings per share for ___ fiscal years and compound annual revenue growth
      for
      ___ fiscal years (per Section 2 below), and with no payment unless cumulative
      earnings per shares for Fiscal Years 20__, 20__ and 20__ are at least
      $____

    


    Amount
      of Award Payment:
      nothing
      (zero shares or $0.00) to ___ times the number of Target Award Performance
      Shares or equivalent cash value, depending on whether and the extent to which
      Performance Measure have been met 

    


    2.  Award
      Payment and Achievement of Performance Measures.
      The
      Award Payment under this Award Agreement depends upon the Company’s achievement
      of certain Performance Measures established by the Board. These Performance
      Measures are cumulative earnings per share for Fiscal Years 20__, 20__ and
      20__
      and compound annual revenue growth for Fiscal Years 20__, 20__ and 20__, as
      set
      forth in the chart below. For purposes of the Performance Measures, “earnings
      per share” shall be calculated based on annual net earnings divided by the
      average annual number of diluted Shares outstanding; “revenue” shall represent
      the net sales as reported, and the “compound annual revenue” growth rate
      percentage shall be calculated based on the geometric average growth rate in
      revenue for Fiscal Years 20__, 20__ and 20__.

    The
      amount of the Award Payment will be based on a percentage of the Target Award
      specified above, ranging from 0% to __%, calculated in accordance with the
      following chart:


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

        Exhibit
          10.5f

      

    


    


    AWARD
      PAYMENT PROFILE - 20__ GRANT

    


    


    Compound

    Annual
      Sales

    Growth
      Rate %
      Of
      Target Award Payable At End Of Performance Period

    
      	 	 	 	 	 	 
	
              EPS

            	
              <$

            	
              $

            	
              $

            	
              $

            	
              $

            


    

     

    Interpolation
      shall be used to determine the percent of the Target Award Payable in the event
      the Company’s EPS measure and revenue growth measure do not fall directly on one
      of the ranks listed in the above chart. No award is payable unless the minimum
      EPS of $____ is achieved.

    


    3. Termination
      Provisions.
      Except
      as provided below, a Participant shall be eligible for payment of the Target
      Award in accordance with Section 2 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 Board (“Retirement”), or suffers a permanent Disability, or dies during
      the Performance Period, the Board, in its sole discretion, may determine that
      the Participant shall be eligible for that proportion of the Award payable
      under
      Section 2 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.

    


    4. No Voting
      or Dividend
      Rights.
      Participant shall have no right to vote or receive any distributions with
      respect to the Shares subject to the Award. 

    


    5. Form
      and Timing of Payment of the Award.
      The
      Award Payment may be made in Shares (provided that no fractional shares shall
      be
      issued), or in equivalent cash value, or a combination of both Shares and
      equivalent cash value. “Equivalent cash value” shall be the Fair Market Value of
      the Shares as of the last day of the Performance Period. The Board shall
      determine the amount of the Award Payment in accordance with Section 2, and
      the
      Award shall be payable be made within sixty (60) calendar days following the
      close of the Performance Period, or if later, then within 10 business days
      after
      the Board has made its determination regarding the Award Payment amount.


    


    6. 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 automatically vest and all
      performance measures shall be assumed to have been met at 100% of the Target
      Award level as of the effective date of the Change in Control, and shall be
      paid
      out within thirty (30) days following the effective date of 


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

        Exhibit
          10.5f

      

    


    the
      Change in Control, on a pro rata basis depending on the length of time within
      the Performance Period which has elapsed prior to the Change of
      Control.

    


    7. 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 of Shares which may be delivered under the Plan, in the
      number and class of and/or price of shares subject to outstanding Awards granted
      under the Plan, and in the Award limits set forth in the Plan, as may be
      determined to be appropriate and equitable by the Board, in its sole discretion,
      to prevent dilution or enlargement of rights; provided, however, that the number
      of Shares subject to any Award shall always be a whole number.

    


    8. Tax
      Withholding.
      The
      Board 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.

    


    9. Share
      Withholding.
      With
      respect to withholding required upon any taxable event arising as a result
      of
      the Award granted hereunder that is in Shares, the Participant may elect,
      subject to the approval of the Board, to satisfy the withholding requirement,
      in
      whole or in part, by having the Company withhold Shares 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. All such elections shall
      be irrevocable, made in writing, signed by the Participant, and shall be subject
      to any restrictions or limitations that the Board, in its sole discretion,
      deems
      appropriate.

    


    
      	10.  	
              Nontransferability.
                This Award Agreement and the Award granted hereunder may not be sold,
                transferred, pledged, assigned, or otherwise alienated or hypothecated,
                other than by will or by the laws of descent and distribution. Further,
                the Participant’s rights under the Plan shall be exercisable during the
                Participant’s lifetime only by the Participant or the Participant’s legal
                representative.

            


    

    


    11. Administration
      and Interpretation.
      This
      Award 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 Board may adopt for
      administration of the Plan. It is expressly understood that the Board 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 Board may delegate to the
      Compensation Committee all determinations with respect to the Plan and this
      Award Agreement. All capitalized terms used in this Award Agreement shall have
      the meanings ascribed to them in the Plan, unless specifically set forth
      otherwise herein. 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 Award Agreement. 

    


    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    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
                Board 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 date written below.

    


    


    


    
      	 	
              BROWN
                SHOE COMPANY, INC.

            
	 	 
	
              By:

            	 
	 	 
	
              Date:

            	 
	 	 
	 	 
	 	 
	 	
              Participant

            


    

    


    
      
         

      

      
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