Exhibit 10.6


    
      

    


    Exhibit
      10.6

    


    [Date}

    


    


    ______
      

    ______
      

    ______
      

    


    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 as
      follows:

    ____________
      

    ____________
      

    


    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, retirement at age 65, or early retirement approved by
      the
      Compensation Committee, all Shares shall vest immediately and be free of
      restrictions. 

    


    Voting
      Rights and Dividend Rights

    


    You
      will
      be entitled to full voting rights and dividend rights for all Shares of
      restricted stock, beginning with the date of grant, regardless of restriction
      periods. Dividends may be paid directly to you or may be credited to your
      dividend re-investment plan account. Dividend rights and voting rights will
      be
      cancelled in the event the shares are forfeited.

    


    Tax
      Considerations

    


    In
      accordance with Section 83 of the Internal Revenue Code of 1986 as amended,
      when
      property is transferred to an employee, income becomes recognizable to the
      employee at the first time such property is not subject to a substantial risk
      of
      forfeiture. Therefore, the above vesting restriction would prevent immediate
      taxation to you and would give rise to income only when the restriction on
      the
      Shares lapses. Notwithstanding the restriction, you may make an irrevocable
      election to include in your taxable income at the time of grant, the market
      value of the Shares at the date of grant ($____ per share). If you make this
      Section 83 election, income will be recognized immediately 

     

     

    
      
         

      

      
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    based
      on
      the market price at grant, but you will avoid tax on any appreciation that
      occurs between the grant date and the date you dispose of the Shares in a
      taxable transaction. If you do not make a Section 83 election, then the market
      value of the Shares on the date restrictions lapse will be includable as
      ordinary income on the date such restrictions lapse.

    


    Please
      note that should you make a Section 83 election to immediately include the
      Share
      value as ordinary income, any tax paid by you now cannot be recovered in the
      event you shares are subsequently forfeited. This risk together with your view
      of future stock performance and tax rates may impact your decision as to when
      you elect to recognize income. Any Section 83 election must be tendered to
      the
      Treasurer's office no later than ________. You may want to review your
      individual tax circumstances with your tax advisor prior to selecting your
      tax
      treatment. 

    


    Enclosed
      is a copy of the Incentive and Stock Compensation Plan of 2002, as amended,
      and
      a description of the Plan as excerpted from ____________. Reference should
      be
      made to these documents for specific Plan details and information.

    


    If
      you
      have any questions or would like to discuss specific Plan provisions, please
      let
      me know.

    


    Sincerely,

    


    


    


    


    AMR/dle

    


    Enclosures

    


    
      
         

      

      
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