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                                                                    EXHIBIT 10.3



                               AMENDMENT NO. 2 TO
                              EMPLOYMENT AGREEMENT


                  This Amendment No. 2 to Employment Agreement ("Amendment")
dated as of January 1, 2004, amends the Employment Agreement dated as of January
1, 1997 (the "Original Agreement") between WEYCO GROUP, INC., a Wisconsin
corporation (the "Company") and JOHN W. FLORSHEIM ("Florsheim").

                                   BACKGROUND

The Company and Florsheim are parties to the Original Agreement, which states
that Florsheim is employed as the Executive Vice President of the Company at an
annual salary of $200,000, or such greater amount as the Board of Directors of
the Company may fix. The Company and Florsheim have now agreed that Florsheim
will serve as President and Chief Operating Officer of the Company at a salary
of $379,500.00 or such greater amount as the Board may fix. The purpose of this
Amendment is to revise the Original Agreement to reflect these changes and to
extend its term through December 31, 2007.

                                    AGREEMENT

1.       The second sentence of Paragraph 1 of the Original Agreement is amended
         to read as follows:

              "Florsheim shall have such title and
              responsibilities as the Company's Corporate
              Governance and Compensation Committee of the
              Board of Directors shall from time to time
              assign to him, but the duties which he shall
              be called upon to render hereunder shall not
              be of a nature substantially inconsistent with
              those he has rendered and is currently
              rendering to the Company as its President and
              Chief Operating Officer."

2.       The first sentence of Paragraph 2 of the Original Agreement is hereby
         amended to read as follows:

              "As compensation for his services to the
              Company during the term of this Agreement in
              whatever capacity or capacities rendered, the
              Company shall, subject to the provisions of
              Paragraph 3 hereof, pay Florsheim a salary of
              $379,500.00 (Three Hundred, seventy-nine
              Thousand, Five Hundred Dollars) per annum, or
              such greater amount per annum as the Corporate
              Governance and Compensation Committee of the
              Board of Directors of the Company may in its
              discretion fix; said salary to be payable
              payable in equal or approximately equal
              biweekly installments.

3.       The first sentence of Paragraph 3 of the Original Agreement if hereby
         amended to extend the term of the Agreement to and including December
         31, 2007.




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4.     Except as revised herein, the Original Agreement is hereby confirmed in
       all respects.

       IN WITNESS WHEREOF, Florsheim has duly executed this
Amendment and the Company has caused this Amendment to be
executed by its duly authorized officers and its corporate
seal to be affixed hereunto, all as of the day and year
first above written.

                                           WEYCO GROUP, INC.
                                           a Wisconsin Corporation




                                           By  /s/ Thomas W. Florsheim, Jr.
                                             -----------------------------------
                                               Thomas W. Florsheim, Jr.
                                               Chairman and CEO


                                           Attest:




                                           By  /s/ John Wittkowske
                                             -----------------------------------
                                               John Wittkowske, Secretary






                                             /s/ John W. Florsheim
                                           -------------------------------------
                                           John W. Florsheim, Personally