Exhibit 10(xi)

                              EMPLOYMENT AGREEMENT

      This  AGREEMENT  (the  "Agreement")  is made as of  November  4, 1999 (the
"Agreement  Date"), by and between The Stride Rite Corporation,  a Massachusetts
corporation  with its  headquarters  located in  Lexington,  Massachusetts  (the
"Employer"), and David M. Chamberlain (the "Executive"). In consideration of the
mutual  covenants  contained in this  Agreement,  the Employer and the Executive
agree as follows:

      1.    Employment.  The Employer  agrees to employ the  Executive and the
Executive  agrees to be employed by the  Employer on the terms and  conditions
set  forth  in  this  Agreement.   The  Executive's  active  employment  shall
commence on November 15, 1999 (the "Start Date").

      2. Capacity/Duties. The Executive shall serve the Employer as Chairman and
Chief  Executive  Officer of the Employer.  The  Executive  shall also serve the
Employer  in such  other or  additional  related  offices as the  Executive  may
reasonably be requested to serve by the Board.  The Executive  shall be based at
the  Employer's  headquarters  in  Lexington,   Massachusetts,   or  such  other
headquarters  as may be  established by the Employer.  The Executive  shall have
overall  responsibility for the general  management of the Employer,  subject to
the  direction  and  authority of the Board of  Directors  of the Employer  (the
"Board").  The Executive shall preside at all meetings of the Board and shall be
responsible  for  formulating  and  submitting  to the Board  matters of general
policy for the Employer. The Executive additionally shall be responsible for the
general  supervision  and control of the business  and affairs of the  Employer,
subject in each case to the direction and authority of the Board.  The Executive
shall be responsible  for  developing,  maintaining and enhancing the Employer's
relationships and reputation with investors,  customers, suppliers, analysts and
the public at large.  The  Executive  shall also  perform  such other  duties as
normally are incident to the office of Chief  Executive  Officer.  The Executive
acknowledges  that his  responsibilities  in these  capacities  will  require  a
substantial time commitment,  frequent travel,  and availability at any time the
needs of the  business so require.  The  Executive  acknowledges  the  foregoing
requirements  of the  position  and  represents  that  he is  fully  capable  of
performing  the  responsibilities  from and after the Start Date.  The Executive
agrees that during his  employment  with the Employer his primary  residence and
that of his family will be in the greater Boston, Massachusetts area.

      3.    Term.  Subject  to the  provisions  of  Section  6,  the  term  of
employment  pursuant to this  Agreement  shall  commence on the Start Date and
end on November 30, 2002 (the "Term").

      4.    Compensation and Benefits.  The regular  compensation and benefits
payable to the Executive under this Agreement shall be as follows:

      (a)   Salary.  For all  services  rendered by the  Executive  under this
      Agreement,  the Employer shall pay the Executive a salary (the "Salary")
      at the annual rate of Six Hundred Thousand Dollars  ($600,000),  subject
      to  increase  from  time to time in the  discretion  of the Board or the
      Compensation  Committee  of the Board  (the  "Compensation  Committee"),
      which will review the Salary at least annually.  The

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      Salary shall be payable in periodic  installments  in accordance  with the
      Employer's usual practice for its senior  executives.  Any increase in the
      Executive's Salary shall not serve to limit or reduce any other obligation
      of the Employer  hereunder and, after any such increase,  the  Executive's
      Salary shall not be reduced.

      (b)  Bonus.  Commencing  during  the  Employer's  2000  fiscal  year,  the
      Executive  shall be an "Eligible  Employee" as that term is defined in the
      Employer's  Annual  Incentive  Compensation  Plan (the  "Annual  Incentive
      Plan") and may receive  incentive  compensation  as provided by its terms.
      Pursuant to the Annual Incentive Compensation Plan, the Executive's "Bonus
      Percentage"  (as defined) will be fifty  percent  (50%).  The  Executive's
      participation  in the  Annual  Incentive  Plan is subject to the terms and
      conditions  of such  plan,  or any  amended  version  of such  plan or any
      successor or other annual incentive compensation plan which may be adopted
      and become  legally  effective  during  the Term.  The  Executive  is also
      eligible to  participate  in the 1999  Executive  Long-Term  Bonus Plan in
      accordance  with the terms and  provisions of such plan.  The  Executive's
      level of participation  will be as stated for the previous Chief Executive
      Officer  of the  Employer,  pro-rated  for the  number of months of actual
      service of the Executive.

      (c) Stock Options.  Effective as of the Start Date, the Executive is being
      awarded a  non-qualified  stock  option  to  purchase  up to Five  Hundred
      Thousand  (500,000)  shares of the Employer's  common stock at fair market
      value,  which  shall be the price at the close of  trading on the New York
      Stock Exchange - Composite Index on the trading day  immediately  prior to
      the Employer's public  announcement of the Executive's  appointment to the
      position of Chairman and Chief Executive Officer.  The non-qualified stock
      option as set forth herein  shall vest upon  issuance on the Start Date as
      to one hundred thousand (100,000) shares, with the balance to vest ratably
      in annual  increments  over a period of three  (3)  years,  with the first
      deferred  vesting date being the first  anniversary  of the Start Date. At
      the Board's discretion,  additional grants of stock options may be awarded
      to the  Executive,  from  time to time,  under  the  prevailing  terms and
      conditions of the Employer's current Stock Option Plan(s) or any successor
      plan.

      (d) Regular  Benefits.  The Executive  shall be entitled to participate in
      any employee benefit plans, medical insurance plans, life insurance plans,
      disability  income plans,  retirement  plans and other benefit plans which
      the  Employer  may from time to time have in effect for all or most of its
      senior executives. Such participation shall be subject to the terms of the
      applicable plan documents,  generally applicable policies of the Employer,
      applicable law and the discretion of the Board, the Compensation Committee
      or any  administrative or other committee  provided for in or contemplated
      by any such plan.  Nothing  contained in this Agreement shall be construed
      to create any obligation on the part of the Employer to establish any such
      plan or to  maintain  the  effectiveness  of any such plan which may be in
      effect from time to time.

      (e)   Car  Allowance.  The  Executive  shall  receive a car allowance of
      Ten  Thousand  Dollars  ($10,000)  per year,  prorated  and  payable  in
      regular

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      installments  coinciding  with the  Employer's  normal pay  periods  for
      senior executives.

      (f)  Vacation.  The  Executive  shall be  entitled  to four (4) weeks paid
      vacation per year. Any carryover of unused vacation from one annual period
      to the next shall be subject to the policies and  practices  applicable to
      other senior executives of the Employer.

      (g) Relocation.  The Executive shall be entitled to the benefits  relating
      to the relocation of his residence from San Francisco,  California, to the
      greater Boston,  Massachusetts area, as provided in Exhibit A, Relocation,
      attached hereto and incorporated by reference.

      (h)  Expenses.  During  the  Employment  Period,  the  Executive  shall be
      entitled  to receive  prompt  reimbursement  for all  reasonable  expenses
      incurred by the Executive in accordance with the policies and practices of
      the  Employer  as in effect from time to time with  respect to  executives
      employed by the Employer.

      (i) Taxation of Payments and  Benefits.  The Employer  shall  undertake to
      make deductions, withholdings and tax reports with respect to payments and
      benefits under this Agreement to the extent that it reasonably and in good
      faith believes that it is required to make such  deductions,  withholdings
      and tax reports.  Payments under this Agreement shall be in amounts net of
      any such deductions or  withholdings.  Except as provided in Exhibit A and
      as  provided  in the CoC  Agreement,  nothing in this  Agreement  shall be
      construed to require the Employer to make any payments to  compensate  the
      Executive  for any  adverse  tax effect  associated  with any  payments or
      benefits or for any deduction or withholding from any payment or benefit.

      (j)  Exclusivity  of  Salary  and  Benefits.  The  Executive  shall not be
      entitled to any payments or benefits  other than those provided under this
      Agreement.

      5.  Extent of  Service.  During  the  Executive's  employment  under  this
Agreement,  the Executive shall, subject to the direction and supervision of the
Board,  devote the  Executive's  full business  time,  best efforts and business
judgment, skill and knowledge to the advancement of the Employer's interests and
to the  discharge  of the  Executive's  duties and  responsibilities  under this
Agreement. The Executive shall not engage in any other business activity, except
as may be approved by the Board;  provided that nothing in this Agreement  shall
be construed as preventing the Executive from:

      (a) investing the  Executive's  assets in any company or other entity in a
      manner not  prohibited by Section 7(d) and in such form or manner as shall
      not require any material  activities on the Executive's part in connection
      with the operations or affairs of the companies or other entities in which
      such investments are made;

      (b) engaging in  religious,  charitable  or other  community or non-profit
      activities  that do not impair  the  Executive's  ability  to fulfill  the
      Executive's duties and responsibilities under this Agreement; or

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      (c)   serving  as  a  director  on  the  board  of  directors  of  Keeco
      Corporation,   Guckenheimer  Enterprises,   Inc.,  Wild  Oats,  Inc.  or
      Hugger-Mugger,  Inc., or of other  companies  with the prior  reasonable
      approval of the Board.

      6.    Termination  and   Termination   Benefits.   Notwithstanding   the
provisions  of  Section 3, the  Executive's  employment  under this  Agreement
shall terminate under the following circumstances set forth in this Section 6.

      (a) Termination by the Employer for Cause.  The Employer may terminate the
      Executive's  employment  for  "Cause"  upon a vote of the  majority of the
      members of the Board and written notice to the Executive.  For purposes of
      this  Agreement,   the  following  shall   constitute   "Cause"  for  such
      termination:

            (i)   conviction  of or  plea of no  contest  to a  felony  or any
            crime of moral turpitude or admitting the commission of same;

            (ii)  fraudulent  conduct in connection with the business or affairs
            of the Employer or any  affiliate  of the  Employer,  regardless  of
            whether said conduct is designed to defraud the Employer or others;

            (iii) the willful and continued  failure of the Executive to perform
            substantially  the Executive's  duties with the Employer (other than
            any such failure resulting from incapacity due to physical or mental
            illness),  not cured  within  fifteen  (15)  business  days  after a
            written  demand for  substantial  performance  is  delivered  to the
            Executive by the Board which  specifically  identifies the manner in
            which the Board  believes that the  Executive has not  substantially
            performed the Executive's duties;

            (iv)  willful   engagement   by  the   Executive   in  conduct  or
            misconduct  which  is  substantially  injurious  to the  Employer,
            monetarily or otherwise; or

            (v) any intentional use or intentional  appropriation for his use or
            benefit of any funds or properties of the Employer not authorized by
            the  Board,   or  any  material  breach  by  the  Executive  of  the
            Executive's  obligations  under the Employer's  Conflict of Interest
            Policy or similar conflicts or self-dealing  policies promulgated in
            writing from time to time, or his  fiduciary  duty of loyalty to the
            Employer.

      For  purposes  of  this  paragraph,  no act,  or  failure  to act,  on the
      Executive's part shall be considered  "willful" unless done, or omitted to
      be done, by the Executive in bad faith without  reasonable belief that his
      action or omission was in the best interests of the Employer.

      (b) Termination by the Executive.  The Executive's  employment  under this
      Agreement  may be  terminated  by the  Executive by written  notice to the
      Board at least ninety (90) days prior to such termination.

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      (c) Termination by the Employer Without Cause. The Executive's  employment
      under this Agreement may be terminated by the Employer  without Cause upon
      a vote of the  majority of the members of the Board and written  notice to
      the Executive.

      (d)  Termination  by the  Executive  for Good Reason.  The  Executive  may
      terminate his employment at any time for Good Reason. For purposes of this
      Agreement,  "Good  Reason"  means  the  good  faith  determination  by the
      Executive that any one or more of the following have occurred:

            (i)  without  the  express  written  consent of the  Executive,  the
            Employer  effects  any  material  change(s)  in any  of the  duties,
            authority,  or  responsibilities  of the  Executive  which  is (are)
            inconsistent  in  any  substantial   respect  with  the  Executive's
            position,  authority, duties, or responsibilities as contemplated by
            Section 2 of this  Agreement,  which  action is not  remedied by the
            Employer  promptly  after  receipt  of notice  thereof  given by the
            Executive; or

            (ii)  any  failure  by  the  Employer  to  comply  with  any  of the
            provisions   of  Section  4  of  this   Agreement,   other  than  an
            insubstantial  and  inadvertent  failure  remedied  by the  Employer
            promptly after receipt of notice thereof given by the Executive.

      (e) Certain Termination Benefits.  Unless otherwise  specifically provided
      in this  Agreement or  otherwise  required by law,  all  compensation  and
      benefits  payable to the  Executive  under this  Agreement  shall cease to
      accrue on the date of termination of the Executive's employment under this
      Agreement.  Notwithstanding the foregoing,  in the event of termination of
      the Executive's  employment with the Employer  pursuant to Section 6(c) or
      Section 6(d) above and subject to the  Executive's  execution and delivery
      to the Employer of an irrevocable  release of claims, in a form reasonably
      satisfactory to the Employer and the Executive, the Employer shall provide
      to  the  Executive  the  following   termination  benefits   ("Termination
      Benefits"):

            (i)   continuation of the  Executive's  Salary at the rate then in
            effect pursuant to Section 4(a);

            (ii) an amount equal to the bonus (prorated as provided herein) that
            would  have  been  paid the  Executive  pursuant  to the  Employer's
            current Annual Incentive Plan or its successor,  had the Executive's
            employment  not  been  terminated  prior  to the  end  of  the  then
            applicable  Annual Incentive Plan period,  provided,  however,  that
            such amount shall be prorated to reflect the period  ending with the
            fiscal  quarter in which the Date of Termination  occurred,  and the
            said  resulting  amount is to be paid to the Executive no later than
            such time as the Employer pays its other executives under the Annual
            Incentive Plan;

            (iii) continuation  of group  health  plan  benefits to the extent
            authorized  by and  consistent  with  29  U.S.C.ss. 1161  et  seq.
            (commonly known as "COBRA"), with the cost of the regular

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            premium for such benefits  shared in the same relative  proportion
            by the  Employer  and the  Executive  as in  effect on the Date of
            Termination; and

            (iv)  provided  the  date  of the  termination  of  the  Executive's
            employment  with the Employer is prior to the first  anniversary  of
            the Start  Date,  the  benefits  set forth in Section 3 of Exhibit A
            relating to the relocation of his residence from the greater Boston,
            Massachusetts area to San Francisco, California or another residence
            location  within  the  contiguous  United  States  selected  by  the
            Executive in the Termination Benefits Period.

      The  Termination  Benefits set forth in (i) and (iii) above shall continue
      after the date of termination for a period of twelve (12) months; provided
      that  in  the  event  that  the  Executive  commences  any  employment  or
      self-employment  during the period  during which the Executive is entitled
      to receive Termination Benefits (the "Termination  Benefits Period"),  the
      remaining  amount of Salary due pursuant to Section 6(e)(i) for the period
      from the commencement of such employment or  self-employment to the end of
      the  Termination  Benefits  Period shall be reduced by the amount of gross
      compensation  which the  Executive  is  entitled  to receive  from the new
      employer  or  self-employment  and the  payments  provided  under  Section
      6(e)(iii)  shall cease  effective as of the date of  commencement  of such
      employment or self-employment.  Notwithstanding the foregoing,  nothing in
      this Section 6(e) shall be  construed to affect the  Executive's  right to
      receive COBRA  continuation  entirely at the  Executive's  own cost to the
      extent  that  the   Executive   may  continue  to  be  entitled  to  COBRA
      continuation  after the  Executive's  right to cost sharing  under Section
      6(e)(iii)  ceases.  The Executive shall be obligated to give prompt notice
      of the date of  commencement of any employment or  self-employment  during
      the  Termination  Benefits  Period  and  shall  respond  promptly  to  any
      reasonable inquiries concerning any employment or self-employment in which
      the Executive engages during the Termination Benefits Period.

      (f) Disability.  The Employer may terminate this  Agreement,  after having
      established the Executive's  inability to perform the essential  functions
      of the  Executive's  then existing  position or positions  with or without
      reasonable  accommodation,  and if any  questions  arise as to whether the
      Executive is disabled so as to be unable to resume or continue performance
      and execution of such essential duties within a period not to exceed sixty
      (60) days in  duration,  the  Executive  may,  and at the  request  of the
      Employer  shall,  submit to the  Employer a  certification  in  reasonable
      detail by a physician  selected by the  Employer to whom the  Executive or
      the  Executive's  guardian has no  reasonable  objection as to whether the
      Executive  is so  disabled  or how long such  disability  is  expected  to
      continue,   and  such  certification  shall,  for  the  purposes  of  this
      Agreement,  be  conclusive of the issue.  The Executive  hereby agrees and
      acknowledges  that even relatively  short period of disability may prevent
      him from being able to perform the  essential  functions of his  position,
      particularly during the start-up phase of his employment and that it would
      not be  reasonable  for the Employer to  accommodate  such a disability by
      reducing  the  Executive's  duties or by allowing a leave of absence  that
      would extend for more than

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      sixty (60) days.  The Executive  agrees to cooperate  with any  reasonable
      request of the physician in connection  with such  certification.  If such
      question  shall  arise  and the  Executive  shall  fail to  submit to such
      certification,  the Employer's  determination of such issue shall be final
      and binding on the Executive.  The Board may exercise the Employer's right
      to terminate the Agreement by giving to the  Executive  written  notice of
      termination  (the  "Disability  Notice"),  and  his  employment  with  the
      Employer shall  terminate  effective on the 30th day after receipt of such
      notice  (the  "Disability  Effective  Date").   Notwithstanding  any  such
      Termination,  the Executive shall continue to receive the Executive's full
      Salary  (less  any  disability  pay or sick  pay  benefits  to  which  the
      Executive  may be entitled  under the  Employer's  policies)  and benefits
      under  Section  4(d) of this  Agreement  (except  to the  extent  that the
      Executive may be ineligible for one or more such benefits under applicable
      plan terms) for a period of one year dating from the Disability  Effective
      Date.

      (g) Termination Pursuant to a Change of Control. Effective as of the Start
      Date,  the Employer and the  Executive  are entering  into the  Employer's
      standard  Change of Control  Employment  Agreement  ("CoC  Agreement")  as
      previously approved by the Board. Notwithstanding anything to the contrary
      contained herein,  in the event of a Change of Control,  as defined in the
      CoC  Agreement,  the terms of the CoC  Agreement  shall  govern.  Absent a
      Change  of  Control,  as so  defined,  the terms of this  Agreement  shall
      govern.

      (h) Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or
      limit the Executive's  continuing or future  participation in any benefit,
      bonus, incentive or other plan or program provided by the Employer and for
      which  the  Executive  qualifies,  nor  shall  anything  herein  limit  or
      otherwise  affect  such rights as the  Executive  may have under any stock
      option or other  agreement  with the  Employer  or any of its  affiliates.
      Except as otherwise provided herein,  amounts which are vested benefits or
      which the  Executive  is otherwise  entitled to receive  under any plan or
      program of the Employer at or subsequent to the Date of Termination  shall
      be payable in accordance with such plan or program.

      (i) Date of Termination.  "Date of  Termination"  means the date of actual
      receipt of the Notice of Termination  or any later date specified  therein
      (but not more than  fifteen  (15) days  after the  giving of the Notice of
      Termination),  as the case may be;  provided  that (i) if the  Executive's
      employment  is  terminated by the Employer for any reason other than Cause
      or  Disability,  the Date of Termination is the date on which the Employer
      notifies  the  Executive  of such  termination;  (ii)  if the  Executive's
      employment is terminated due to Disability, the Date of Termination is the
      Disability  Effective  Date;  and (iii) if the  Executive's  employment is
      terminated due to the Executive's  death, the Date of Termination shall be
      the date of death.

7.    Confidential Information, Noncompetition and Cooperation.

      (a)   Confidential    Information.    As   used   in   this   Agreement,
      "Confidential  Information" means information  belonging to the Employer
      which is of value to the Employer in the course of conducting its

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      business  and the  disclosure  of which could result in a  competitive  or
      other  disadvantage to the Employer.  Confidential  Information  includes,
      without  limitation,   financial  information,   reports,  and  forecasts;
      inventions,  improvements and other intellectual property;  trade secrets;
      know-how;  designs,  processes  or  formulae;  software;  market  or sales
      information or plans;  customer lists;  and business plans,  prospects and
      opportunities (such as possible acquisitions or dispositions of businesses
      or  facilities)  which have been discussed or considered by the management
      of the Employer.  Confidential  Information includes information developed
      by the  Executive  in the  course  of the  Executive's  employment  by the
      Employer,  as well as other  information  to which the  Executive may have
      access  in  connection  with  the  Executive's  employment.   Confidential
      Information  also  includes the  confidential  information  of others with
      which  the  Employer  has a  business  relationship.  Notwithstanding  the
      foregoing,  Confidential  Information does not include  information in the
      public  domain,  unless  due to breach  of the  Executive's  duties  under
      Section 7(b), or information known to the Executive prior to the Agreement
      Date.

      (b)  Confidentiality.  The  Executive  understands  and  agrees  that  the
      Executive's  employment  creates a  relationship  of confidence  and trust
      between the Executive  and the Employer  with respect to all  Confidential
      Information. At all times, both during the Executive's employment with the
      Employer and after its termination,  the Executive will keep in confidence
      and trust all such Confidential Information,  and will not use or disclose
      any such  Confidential  Information  without  the  written  consent of the
      Employer,  except as may be necessary in the ordinary course of performing
      the Executive's duties to the Employer.

      (c) Documents,  Records,  etc. All documents,  records,  data,  apparatus,
      equipment  and other  physical  property,  whether  or not  pertaining  to
      Confidential  Information,  which are  furnished  to the  Executive by the
      Employer  or  are  produced  by  the  Executive  in  connection  with  the
      Executive's  employment  will  be and  remain  the  sole  property  of the
      Employer. The Executive will return to the Employer all such materials and
      property  as and  when  requested  by the  Employer.  In  any  event,  the
      Executive  will return all such  materials and property  immediately  upon
      termination of the  Executive's  employment for any reason.  The Executive
      will not retain with the  Executive  any such  material or property or any
      copies thereof after such termination.

      (d)  Noncompetition  and  Nonsolicitation.  During the Term and for twelve
      (12)  months   thereafter,   the  Executive  (i)  will  not,  directly  or
      indirectly,  whether as owner, partner,  shareholder,  consultant,  agent,
      employee, co-venturer or otherwise, engage, participate,  assist or invest
      in any Competing Business (as hereinafter defined); (ii) will refrain from
      directly or  indirectly  employing,  attempting  to employ,  recruiting or
      otherwise  soliciting,   inducing  or  influencing  any  person  to  leave
      employment  with the Employer  (other than  terminations  of employment of
      subordinate   employees  undertaken  in  the  course  of  the  Executive's
      employment  with the Employer);  and (iii) will refrain from soliciting or
      encouraging  any customer or supplier to  terminate  or  otherwise  modify
      adversely  its business  relationship  with the  Employer.  The  Executive
      understands that the restrictions set forth in this

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      Section  7(d) are  intended  to protect  the  Employer's  interest  in its
      Confidential  Information and established employee,  customer and supplier
      relationships  and  goodwill,   and  agrees  that  such  restrictions  are
      reasonable  and  appropriate  for  this  purpose.  For  purposes  of  this
      Agreement,  the term "Competing  Business" shall mean a business conducted
      anywhere in the United States which is competitive with any business which
      the Employer or any of its subsidiaries conducts or proposes to conduct at
      any time  during  the  employment  of the  Executive,  including,  but not
      limited to,  specialty  retailing of infant's,  toddler's  and  children's
      footwear,  the  design  or  manufacture  of  footwear  of any  type on the
      wholesale   level,   and  any  and  all   components  of  the   foregoing.
      Notwithstanding the foregoing, the Executive may (i) own up to one percent
      (1%)  of the  outstanding  stock  of a  publicly  held  corporation  which
      constitutes or is affiliated with a Competing Business and (ii) retain and
      exercise any and all stock, stock options and other  stock-related  rights
      presently  held  by him in  Genesco  Inc.  Notwithstanding  the  foregoing
      provisions  of  this  Section  7(d),  if  the  Executive's  employment  is
      terminated by the Employer other than for Cause or  disability,  or if the
      Executive  terminates  his  employment  pursuant to Section 6(d),  Section
      7(d)(i) will not apply if, within thirty (30) days after such termination,
      the Executive elects in writing to waive any further Termination  Benefits
      under Section 6(e).

      (e) Third-Party Agreements and Rights. The Executive hereby confirms that,
      to the best of his knowledge and belief, the Executive is not bound by the
      terms of any written  agreement with any previous  employer or other party
      which   restricts  in  any  way  the  Executive's  use  or  disclosure  of
      information or the Executive's  engagement in any business.  The Executive
      represents  to  the  Employer  that  the  Executive's  execution  of  this
      Agreement,   the   Executive's   employment  with  the  Employer  and  the
      performance of the  Executive's  proposed duties for the Employer will not
      violate  any  obligations  the  Executive  may have to any  such  previous
      employer or other party.  In the  Executive's  work for the Employer,  the
      Executive will not disclose or make use of any information in violation of
      any  agreements  with or rights  of any such  previous  employer  or other
      party,  and the  Executive  will not bring to the premises of the Employer
      any  copies  or  other  tangible  embodiments  of  non-public  information
      belonging to or obtained from any such previous employment or other party.

      (f)  Litigation  and   Regulatory   Cooperation.   During  and  after  the
      Executive's employment,  the Executive shall cooperate reasonably with the
      Employer  in the  defense or  prosecution  of any claims or actions now in
      existence  or which may be brought  in the future  against or on behalf of
      the Employer which relate to events or occurrences  that transpired  while
      the Executive was employed by the Employer. The Executive's cooperation in
      connection  with such claims or actions shall include,  but not be limited
      to,  being  reasonably  available  to meet with  counsel  to  prepare  for
      discovery  or trial and to act as a witness on behalf of the  Employer  at
      mutually  convenient times.  During and after the Executive's  employment,
      the  Executive  also  shall  cooperate  reasonably  with the  Employer  in
      connection with any investigation or review of any federal, state or local
      regulatory authority as any such investigation or review relates to events
      or occurrences that transpired while the Executive was

<PAGE>

      employed by the Employer.  The Employer shall  reimburse the Executive for
      any  reasonable  out-of-pocket  expenses  incurred in connection  with the
      Executive's  performance of obligations pursuant to this Section 7(f). The
      Employer  shall  compensate  the Executive  for services  pursuant to this
      Section 7(f) rendered after the first  anniversary  of the  termination of
      the  Executive's  employment  with the Employer,  at a reasonable per diem
      rate.

      (g) Nondisparagement.  During the Executive's  employment and for a period
      of twelve  (12)  months from the date of  termination  of the  Executive's
      employment with the Employer,  the Executive agrees not to take any action
      or make any statement,  written or oral, to any current or former employee
      of the Employer or to any other person which disparages the Employer,  its
      officers,  directors,   management,   business  practices,  or  harms  the
      reputation of the Employer with its customers, suppliers, or the public.

      (h)  Standstill  Agreement  . For a period of twelve  (12) months from the
      date of termination of the Executive's  employment with the Employer,  the
      Executive agrees not to, directly or indirectly: (a) effect or seek, offer
      or  propose  (whether  publicly  or  otherwise)  to  effect,  or  cause to
      participate  in or in any way assist  any other  person to effect or seek,
      offer or propose  (whether  publicly or otherwise) to effect,  or cause or
      participate  in, (i) any  acquisition  of any  securities  (or  beneficial
      ownership thereof) or assets of the Employer;  (ii) any tender or exchange
      offer, merger or other business combination involving the Employer;  (iii)
      any  recapitalization,  restructuring,  liquidation,  dissolution or other
      extraordinary  transaction  with  respect  to the  Employer;  or (iv)  any
      "solicitation"  of "proxies" (as such terms are used in the proxy rules of
      the Securities and Exchange  Commission) to vote any voting  securities of
      the Employer;  (b) form,  join or in any way  participate in a "group" (as
      defined  in the 1934  Act) or  otherwise  act,  alone or in  concert  with
      others, to seek to control or influence the management, Board of Directors
      or policies  of the  Employer;  (c) take any action  which might force the
      Employer  to make a  public  announcement  regarding  any of the  types of
      matters  set  forth  in  subsection  (a)  above;  or (d)  enter  into  any
      discussions  or  arrangements  with any third party with respect to any of
      the foregoing.  The restrictions  contained in this paragraph shall not be
      applicable to purchases  solely for investment  purposes  aggregating less
      then 5% of the Employer's outstanding voting securities.

      (i)  Injunction.  The parties  agree that it would be difficult to measure
      any damages  caused which might result from any breach by the Executive or
      the  Employer of the promises set forth in this Section 7, and that in any
      event money  damages  would be an  inadequate  remedy for any such breach.
      Accordingly,  subject to Section 8 of this  Agreement,  the parties  agree
      that if one of the parties breaches, or proposes to breach, any portion of
      this  Agreement,  the other  party shall be  entitled,  in addition to all
      other  remedies that it may have,  to an  injunction or other  appropriate
      equitable  relief to restrain any such breach  without  showing or proving
      any actual damage to such party.

<PAGE>

            8. Arbitration of Disputes.  Any controversy or claim arising out of
or relating to this Agreement or the breach thereof or otherwise  arising out of
the  Executive's  hiring,  employment  or the  termination  of  that  employment
(including, without limitation, any claims of unlawful employment discrimination
whether based on age or otherwise)  shall,  to the fullest  extent  permitted by
law, be settled by  arbitration in any forum and form agreed upon by the parties
or, in the absence of such an  agreement,  under the  auspices  of the  American
Arbitration Association ("AAA") in Boston,  Massachusetts in accordance with the
Employment Dispute Resolution Rules of the AAA,  including,  but not limited to,
the rules and  procedures  applicable  to the selection of  arbitrators.  In the
event that any person or entity other than the  Executive or the Employer may be
a party with regard to any such controversy or claim,  such controversy or claim
shall be  submitted  to  arbitration  subject to such other  person or  entity's
agreement.  Judgment upon the award rendered by the arbitrator may be entered in
any court having  jurisdiction  thereof.  This  Section 8 shall be  specifically
enforceable.  Notwithstanding  the foregoing,  this Section 8 shall not preclude
either  party from  pursuing a court  action for the sole purpose of obtaining a
temporary  restraining  order or a preliminary  injunction in  circumstances  in
which  such  relief is  appropriate;  provided  that any other  relief  shall be
pursued through an arbitration proceeding pursuant to this Section 8.

      9.  Consent  to  Jurisdiction.  To the  extent  that any  court  action is
permitted consistent with or to enforce Section 8 of this Agreement, the parties
hereby consent to the  jurisdiction of the Superior Court of the Commonwealth of
Massachusetts  and  the  United  States  District  Court  for  the  District  of
Massachusetts. Accordingly, with respect to any such court action, the Executive
(a) submits to the personal jurisdiction of such courts; (b) consents to service
of process;  and (c) waives any other  requirement  (whether imposed by statute,
rule of court, or otherwise) with respect to personal jurisdiction or service of
process.

      10.   Integration.  This  Agreement  constitutes  the  entire  agreement
between the parties with respect to the subject  matter hereof and  supersedes
all prior  agreements  between the parties with respect to any related subject
matter.

      11. Assignment;  Successors and Assigns, etc. Neither the Employer nor the
Executive may make any assignment of this Agreement or any interest  herein,  by
operation of law or otherwise,  without the prior  written  consent of the other
party;  provided  that the Employer  may assign its rights under this  Agreement
without the consent of the Executive in the event that the Employer shall effect
a  reorganization,  consolidate  with  or  merge  into  any  other  corporation,
partnership,  organization or other entity, or transfer all or substantially all
of its properties or assets to any other corporation,  partnership, organization
or other  entity.  This  Agreement  shall inure to the benefit of and be binding
upon the Employer and the Executive,  their  respective  successors,  executors,
administrators, heirs and permitted assigns.

      12.   Enforceability.  If any  portion or  provision  of this  Agreement
(including,  without  limitation,  any portion or  provision of any section of
this Agreement)  shall to any extent be declared illegal or unenforceable by a
court of competent jurisdiction,  such portion or provision may be reformed by
a court of competent jurisdiction to the extent necessary to render it legal

<PAGE>

or  enforceable,  and in any event shall be  enforced to the extent  permissible
under the law, and the remainder of this  Agreement,  or the application of such
portion  or  provision  in  circumstances  other than those as to which it is so
declared  illegal or  unenforceable,  shall not be  affected  thereby,  and each
portion and provision of this  Agreement  shall be valid and  enforceable to the
fullest extent permitted by law.

      13. Waiver.  No waiver of any provision  hereof shall be effective  unless
made in writing  and signed by the  waiving  party.  The failure of any party to
require the  performance  of any term or  obligation of this  Agreement,  or the
waiver  by any party of any  breach of this  Agreement,  shall not  prevent  any
subsequent  enforcement  of such term or obligation or be deemed a waiver of any
subsequent breach.

      14.  Notices.  Any  notices,  requests,  demands and other  communications
provided for by this  Agreement  shall be sufficient if in writing and delivered
in person or sent by a nationally  recognized  overnight  courier  service or by
registered or certified mail, postage prepaid,  return receipt requested, to the
Executive  at the last  address  the  Executive  has filed in  writing  with the
Employer or, in the case of the Employer, at its main offices,  attention of the
General Counsel,  and shall be effective on the date of delivery in person or by
courier or three (3) days after the date mailed.

      15.   Amendment.  This  Agreement  may be amended or modified  only by a
written   instrument  signed  by  the  Executive  and  by  a  duly  authorized
representative of the Employer.

      16. Governing Law. This is a Massachusetts contract and shall be construed
under  and be  governed  in all  respects  by the  laws of the  Commonwealth  of
Massachusetts,  without giving effect to the conflict of laws principles of such
Commonwealth. With respect to any disputes concerning federal law, such disputes
shall be determined in accordance  with the law as it would be  interpreted  and
applied by the United States Court of Appeals for the First Circuit.

      17.   Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  each of which when so executed and delivered  shall be taken to
be an original;  but such counterparts  shall together  constitute one and the
same document.

      18. Public  Announcements.  Neither the  Executive nor the Employer  shall
make any public announcement,  including,  without limitation, press releases or
media interviews, with respect to the terms of this Agreement or, if applicable,
the  termination of the Executive's  employment with the Employer,  except as is
mutually approved by the parties (such approval not to be unreasonably withheld)
and except as may be required by applicable law.

<PAGE>

      IN  WITNESS  WHEREOF,  this  Agreement  has  been  executed  as  a  sealed
instrument  by  the  Employer,  by  its  duly  authorized  officer,  and  by the
Executive, as of the Agreement Date.

EXECUTIVE                                 THE STRIDE RITE CORPORATION



      /s/ David M. Chamberlain            By:   /s/ Myles J. Slosberg
David M. Chamberlain                            Myles J. Slosberg
an individual                                   Chairman and CEO



<PAGE>

                                    EXHIBIT A

                                   RELOCATION

The Executive  shall be entitled to the following with respect to the relocation
of  his  residence  from  San  Francisco,  California  to  the  greater  Boston,
Massachusetts  area,  which  relocation  must be completed  before (a date to be
determined):

1.    House Hunting Trips. Up to four (4) pre-relocation  trips will be provided
      for the  Executive  and his spouse to locate  temporary  and/or  permanent
      housing.   The   arrangements  for  such  house  hunting  trips  shall  be
      coordinated  through the  Employer.  Travel,  meals,  housing  costs and a
      rental car are  reimbursed  for the  Executive and his spouse to visit the
      new location for up to five (5) days per trip.

2.    Temporary  Living.  The Executive shall be reimbursed for temporary living
      arrangements  until the  purchase of the  Massachusetts  Home,  as defined
      below,  but in no event  after  May 15,  2000.  Such  reimbursable  living
      arrangements  shall be the Employer's rate at the DoubleTree  Guest Suites
      Hotel in Waltham, Massachusetts or a comparably priced hotel or apartment.

3.    Moving  Expenses.  The  Employer  shall move the  Executive's  household
      goods,  personal  effects,  automobiles  and small  boats.  The Employer
      shall  coordinate  the move with its corporate  moving  consultant.  The
      moving  consultant  will  select,  arrange and  contract  transportation
      carriers  for all  shipments.  The  cost  will be paid  directly  by the
      Employer.  The carrier shall handle normal packing,  transportation  and
      unpacking of goods.  If storage is required,  it will be provided for up
      to  thirty  (30)  days,   including  handling  and  re-delivery  to  the
      Executive's new residence in  Massachusetts.  All shipments of household
      goods  are  insured  by  the  applicable   transportation  company.  The
      Employer  will  reimburse  the Executive for any losses in excess of the
      carrier's  liability,  at  replacement  cost  or  the  cost  of  repair,
      whichever is less. Money,  securities,  personal papers,  jewelry, furs,
      watches and precious  stones are excluded from insurance  coverage.  The
      Executive  should  hand  carry  or  make  other   arrangements  for  the
      relocation  of such items.  An appraisal  and/or list (with  description
      and value)  for all  property  will be  required  by the  transportation
      company in advance of the move.

4.    Selling San  Francisco  Home.  The Executive  shall be reimbursed  for the
      reasonable  and customary  brokers  commission  (not to exceed One Hundred
      Thousand  Dollars  ($100,000),  attorney's  fees  related  to  the  title,
      transfer  tax,  document and  recording  fees  incurred in the sale of the
      Executive's residence located at 2770 Broadway, San Francisco,  California
      (the "California Home").

5.    Purchase  of  Massachusetts   Home.  With  respect  to  the  Executive's
      purchase of permanent residence in the greater Boston, Massachusetts

<PAGE>

area  (the  "Massachusetts  Home").  The Executive  shall be reimbursed  for the
      following reasonable and customary fees and expenses:  (i) attorney's fees
      related to the title; (ii) transfer and documentary taxes; (iii) recording
      fees for the deed and mortgage;  (iv) home inspection  fees; and (v) up to
      two percent (2%) of the first mortgage  amount to cover  origination  fees
      and points (not to exceed Thirty Thousand Dollars ($30,000).

6.    Bridge Loan. The Employer shall, at the Executive's  request,  provide a
      loan in the amount of One  Million  Dollars  ($1,000,000)  which will be
      secured  by  the  equity  value  of the  California  Home  (the  "Bridge
      Loan").  The  Employer  reserves the right to have an  independent  real
      estate broker appraise the California  Home. The Bridge Loan shall:  (i)
      carry interest at a rate of one percentage  point lower than the closing
      prime  commercial  lending rate as reported by Chase Manhattan Bank N.A.
      on the business  day prior to the date of the Bridge  Loan;  (ii) be due
      and payable the earlier  of: (x) the sale of the  California  Home;  (y)
      termination of the Executive's  employment with the Employer;  or (z) 18
      months  from the date of the  Bridge  Loan;  and (iii) be  secured  by a
      second  mortgage on the  California  Home.  Interest shall accrue on the
      Bridge  Loan and shall be payable at the time the  principal  balance is
      due in  accordance  with 6 (ii),  above.  The Bridge  Loan is subject to
      documentation reasonably acceptable to the Employer.

7.    Taxes.  In order to assist the Executive in  alleviating  the tax burden
      caused  by the  reimbursement  of  certain  expenses  arising  from  the
      relocation of the Executive by the Employer,  the Employer  shall pay to
      the  Executive an amount  sufficient  to  reimburse  the  Executive  for
      additional  Federal and State income taxes,  including those  applicable
      taxes  on  such   reimbursement,   incurred  on  that   portion  of  the
      Executive's  relocation  expenses  as provided in Sections 1, 2, 3, 4, 5
      of this  Exhibit  A, which are not  deductible  under  current  Internal
      Revenue  Service rules,  regulations  and  interpretations.  A record of
      all  reimbursed  relocation  expenses shall be provided to the Executive
      by the  Employer's  Accounting  Department  at the end of the tax  year.
      The tax  allowance  paid  to the  Executive  shall  be  reported  by the
      Employer as extra income and appropriate tax withheld.


<PAGE>