Exhibit 10.1


SEVERANCE AGREEMENT










            SEVERANCE
AGREEMENT (the "Agreement") dated May 24, 2004 and effective as of January
5, 2004 ("Effective Date") between Diane M. Sullivan ("Employee") and Brown
Shoe Company, Inc., a New York corporation (as further defined in Section
13, the "Company").

            WHEREAS,
in order to accomplish its objectives, the Company believes it is essential
that members of its senior management, such as Employee, be encouraged
to remain with the Company during management transition and thereafter
and in the event there is any change in corporate structure which results
in a Change in Control.

            WHEREAS,
Employee wishes to have the protection provided for in this Agreement and,
in exchange for such protection, is willing to give to the Company, under
certain circumstances, her covenant not to compete.

            1.
Definitions.

           
a. "Cause" means (i) engaging by Employee in willful misconduct which is
materially injurious to the Company; (ii) conviction of the Employee of
a felony; (iii) engaging by Employee in fraud, material dishonesty or gross
misconduct in connection with the business of the Company; (iv) engaging
by Employee in any act of moral turpitude reasonably likely to materially
and adversely affect the Company or its business; or (v) habitual use by
Employee of narcotics or alcohol.


           
b. "Change of Control" means (i) any person other than the Company acquiring
more than 25 percent of the Company's Common Stock through a tender offer,
exchange offer or otherwise; (ii) the liquidation or dissolution of the
Company following the sale of all or substantially all of its assets; or
(iii) the Company not being the surviving parent corporation resulting
from any merger or consolidation to which it has been a party (other than
a merger between the Company and a newly formed shell corporation, the
sole purpose and effect of which merger is to reincorporate the Company
in a jurisdiction other than New York and where the surviving corporation
in such merger assumes the obligations of the Company hereunder).
            c.
"Competitor" shall mean any person, firm, corporation, partnership or other
entity which in its prior fiscal year had annual gross sales volume or
revenues of shoes of more than $20,000,000 or is reasonably expected to
have such sales or revenues in either the current fiscal year or the next
following fiscal year.

            d.
"Confidential Information" shall have the meaning set forth in Section
10.

            e.
"Customer" shall mean any wholesale customer of the Company which either
purchased from the Company during the one (1) year immediately preceding
the Termination Date, or is reasonably expected by the Company to purchase
from the Company in the one (1) period immediately following the Termination
Date, more than $1,000,000 in shoes.

            f.
"Good Reason," when used with reference to a voluntary termination by Employee
of her employment with the Company, shall mean (i) a reduction in Employee's
base salary as in effect on the date hereof, or as the same may be increased
from time to time; or (ii) a reduction in Employee's status, position,
responsibilities or duties.

            g.
"Term" means the period commencing on the Effective Date and terminating
one year after the Effective Date; provided, however, that the Term shall
automatically be extended for successive additional one year periods unless
either party to this Agreement provides the other party with notice of
termination of this Agreement at least ninety days prior to the expiration
of the original one-year period or any one-year period thereafter.

            h.
"Termination Date" shall mean the effective date as provided hereunder
of the termination of Employee's employment, by any reason including by
death or disability. If Employee's employment is terminated by virtue of
Employee's death or disability, then Employee shall be entitled only to
the payments specified in Section 3.a. below.




           
2. Termination During Term -- Change in Control Severance Inapplicable.

           
a. Employee's employment may be terminated by the Company for Cause at
any time, effective upon the giving to Employee of a written notice of
termination specifying in detail the particulars of the conduct of Employee
deemed by the Company to justify such termination for Cause.
            b.
Employee's employment may be terminated by the Company without Cause at
any time, effective upon the giving to Employee of a written notice of
termination specifying that such termination is without Cause.

            c.
Employee may terminate her employment with the Company at any time.

            d.
Upon a termination by the Company of Employee's employment for Cause during
the Term, but prior to a Change in Control or more than 24 months after
a Change in Control, Employee shall be entitled only to the payments specified
in Section 3.a. below. Upon a termination by the Company of Employee's
employment without Cause during the Term, but prior to a Change in Control
or more than 24 months after a Change in Control, Employee shall be entitled
to all of the payments and benefits specified in Section 3 below.

            e.
If Employee voluntarily terminates her employment during the Term, but
prior to a Change in Control or more than 24 months after a Change in Control,
she shall notify the Company in writing if she believes the termination
is for Good Reason. Employee shall set forth in reasonable detail why Employee
believes there is Good Reason. If such termination is for Good Reason,
Employee shall be entitled to all of the payments and benefits specified
in Section 3 below. If such voluntary termination is for other than Good
Reason, then Employee shall be entitled only to the payments specified
in Section 3.a. below.




           
3. Payments and Benefits Upon Termination During Term -- Change in Control
Severance Inapplicable. To the extent provided in Section 2 above,
upon termination of her employment during the Term, but prior to a Change
in Control or more than 24 months after a Change in Control, Employee shall
receive the following payments and benefits:

           
a. The Company shall pay to Employee on the Termination Date (i) the full
base salary earned by employee through the Termination Date and unpaid
at the Termination Date, plus (ii) credit for any vacation earned by Employee
but not taken at the Termination Date, plus (iii) all other amounts earned
by Employee and unpaid as of the Termination Date.
            b.
The Company shall continue to pay to Employee her base monthly salary at
the highest rate in effect at any time during the twelve months immediately
preceding the Termination Date (including her targeted bonus in the current
year) for the twelve months succeeding her Termination Date. Such amounts
shall be paid in accordance with the Company's regular pay period policy
for its employees.

            c.
The Company, at its expense, shall provide to Employee for a period of
twelve months after the Termination Date medical and/or dental coverage
under the medical and dental plans maintained by the Company. Upon Employee's
re-employment during such period, to the extent covered by the new employer's
plan, coverage under the Company's plan shall lapse. Additionally, the
Company shall make a cash lump sum payment in an amount equal to the sum
of (i) and (ii) below:

           
(i) The fair market value (determined as of the Termination Date) of that
number of shares of non-vested restricted stock of the Company held by
the Employee which would have vested within the twelve-month period following
the Employee's Termination Date had the Employee remained employed with
the Company; plus
            (ii)
With respect to each non-vested option to purchase Company stock held by
the Employee which would have vested within the twelve-month period following
the Employee's Termination Date had the Employee remained employed with
the Company, the excess, if any, of the fair market value (determined as
of the Termination Date) of the Company stock subject to such option over
the exercise price of such option.


Employee's participation in and/or coverage under all other employee benefit
plans, programs or arrangements sponsored or maintained by the Company
shall cease effective as of the Termination Date.
            d.
The Company shall pay the reasonable costs of outplacement services selected
by the Company.

            e.
For purposes of determining Employee's benefit under the Brown Shoe Company,
Inc. Supplemental Employment Retirement Plan, additional Credited Service
shall be credited to the Employee's actual or deemed Credited Service in
an amount equal to the period during which Employee is entitled to receive
payments under Section 3.b. above.


            4. Termination
Within 24 Months After a Change in Control Which Occurs During the Term.
           
a. Employee's employment may be terminated by the Company for Cause at
any time, effective upon the giving to Employee of written notice of termination
specifying in detail the particulars of the conduct of Employee deemed
by the Company to justify such termination for Cause.
            b.
Employee's employment may be terminated by the Company without Cause at
any time, effective upon the giving to Employee of a written notice of
termination specifying that such termination is without Cause.

            c.
Employee may terminate her employment with the Company at any time.

            d.
Upon a termination by the Company of Employee's employment for Cause within
24 months after a Change in Control which occurs during the Term, Employee
shall be entitled only to the payments specified in Section 5.a. below.
Upon a termination by the Company of Employee's employment without Cause
within 24 months after a Change in Control which occurs during the Term,
Employee shall be entitled to all of the payments and benefits specified
in Section 5 below.

            e.
If Employee voluntarily terminates her employment within 24 months after
a Change in Control which occurs during the Term, she shall notify the
Company in writing if she believes the termination is for Good Reason.
Employee shall set forth in reasonable detail why Employee believes there
is Good Reason. If such termination is for Good Reason, Employee shall
be entitled to all of the payments and benefits specified in Section 5
below. If such voluntary termination is for other than Good Reason, then
Employee shall be entitled only to the payments specified in Section 5.a.
below.


            5. Payments
and Benefits Upon Termination Within 24 Months after a Change in Control
Which Occurs During Term. To the extent provided in 4 above, upon termination
of her employment within 24 months after a Change in Control which occurs
during the Term, Employee shall receive the following payments and benefits:
           
a. The Company shall pay to Employee on the Termination Date (i) the full
base salary earned by employee through the Termination Date and unpaid
at the Termination Date, plus (ii) credit for any vacation earned by Employee
but not taken at the Termination Date, plus (iii) all other amounts earned
by Employee and unpaid as of the Termination Date.
            b.
The Company shall pay to Employee in a lump sum not later than 30 days
after her Termination Date an amount equal to 300 percent of the sum of
(i) her base annual salary at the highest rate in effect at any time during
the twelve months immediately preceding the Termination Date, and (ii)
her targeted bonus for the current year. In addition, the Company shall
pay to Employee her targeted bonus payment for the year of termination
prorated to the Termination Date.

            c.
The Company, at its expense, shall provide to Employee for a period of
thirty-six months after the Termination Date medical and/or dental coverage
under the medical and dental plans maintained by the Company. Upon Employee's
re-employment during such period, to the extent covered by the new employer's
plan, coverage under the Company's plan shall lapse. Employee's participation
in and/or coverage under all other employee benefit plans, programs or
arrangements sponsored or maintained by the Company shall cease effective
as of the Termination Date.

            d.
The Company shall pay the reasonable costs of outplacement services selected
by the Company.

            e.
For purposes of determining Employee's benefit under the Brown Shoe Company,
Inc. Supplemental Employment Retirement Plan, an additional three years
of Credited Service shall be credited to the Employee's actual or deemed
Credited Service.


            6. Mitigation
or Reduction of Benefits. Employee shall not be required to mitigate
the amount of any payment provided for in Section 3 or Section 5 by seeking
other employment or otherwise. Except as otherwise specifically set forth
herein, the amount of any payment or benefits provided in Section 3 or
Section 5 shall not be reduced by any compensation or benefits or other
amounts paid to or earned by Employee as the result of employment by another
employer after the Termination Date or otherwise.
            7.
Employee
Expenses After Change in Control. If Employee's employment is terminated
by the Company within 24 months after a Change in Control which occurs
during the Term and there is a dispute with respect to this Agreement,
then all Employee's costs and expenses (including reasonable legal and
accounting fees) incurred by Employee (a) to defend the validity of this
Agreement, (b) if Employee's employment has been terminated for Cause,
to contest such termination, (c) to contest any determinations by the Company
concerning the amounts payable by the Company under this Agreement, or
(d) to otherwise obtain or enforce any right or benefit provided to Employee
by this Agreement, shall be paid by the Company if Employee is the prevailing
party.

            8.
Release.
Notwithstanding anything to the contrary stated in this Agreement, no benefits
will be payable pursuant to Sections 3 and 5 except under Sections 3.a.
and 5.a. prior to execution by Employee of a release to the Company in
the form attached as Exhibit A.

            9.
Covenant
Not to Compete. Benefits payable pursuant to Sections 3.b, 3.c, and
3.e are subject to the following restrictions.

           
a. Post-Termination Restrictions.
           
i. Employee acknowledges that (i) the Company has spent substantial money,
time and effort over the years in developing and solidifying its relationships
with its customers throughout the world and in developing its Confidential
Information; (ii) under this Agreement, the Company is agreeing to provide
Employee with certain benefits based upon Employee's assurances and promises
contained herein not to divert the Company's customers' goodwill or to
put herself in a position following her employment with Company in which
the confidentiality of Company's Confidential Information might be compromised.
            ii.
Accordingly, Employee agrees that, for twelve (12) months after a Termination
Date described in the second sentence of Section 2.d, Employee will not,
directly or indirectly, on Employee's own behalf or on behalf of any other
person, firm, corporation or entity (whether as owner, partner, consultant,
employee or otherwise):

           
A. provide any executive- or managerial-level services in the shoe industry
in the United States in competition with the Company, for any Competitor;
            B.
hold any executive- or managerial-level position with any Competitor in
the United States;

           C. engage
in any research and development activities or efforts for a Competitor,
whether as an employee, consultant, independent contractor or otherwise,
to assist the Competitor in competing in the shoe industry in the United
States;

           D. cause
or attempt to cause any Customer to divert, terminate, limit, modify or
fail to enter into any existing or potential relationship with the Company;

           E. cause
or attempt to cause any shoe supplier or manufacturer of the Company to
divert, terminate, limit, modify or fail to enter into any existing or
potential relationship with the Company; and

           F. solicit,
entice, employ or seek to employ, in the shoe industry, any executive-
or managerial-level employee of, or any consultant or advisor to, the Company.




            b. Acknowledgment
Regarding Restrictions. Employee recognizes and agrees that the restraints
contained in Section 9.a. (both separately and in total) are reasonable
and should be fully enforceable in view of the high-level positions Employee
has had with the Company, the national and international nature of both
the Company's business and competition in the shoe industry, and the Company's
legitimate interests in protecting its Confidential Information and its
customer goodwill and relationships. Employee specifically hereby acknowledges
and confirms that she is willing and intends to, and will, abide fully
by the terms of Section 9.a. of this Agreement. Employee further agrees
that the Company would not have adequate protection if Employee were permitted
to work for its competitors in violation of the terms of this Agreement
since, among other things, the Company would be unable to verify whether
(i) its Confidential Information was being disclosed and/or misused, and
(ii) Employee was involved in diverting or helping to divert the Company's
customers and/or its customer goodwill.
            c.
Company's
Right to Injunctive Relief. In the event of a breach or threatened
breach of any of Employee's duties and obligations under the terms and
provisions of Section 9.a. of this Agreement, the Company shall be entitled,
in addition to any other legal or equitable remedies it may have in connection
therewith (including any right to damages that it may suffer), to temporary,
preliminary and permanent injunctive relief restraining such breach or
threatened breach. Employee hereby expressly acknowledges that the harm
which might result to Company's business as a result of noncompliance by
Employee with any of the provisions of Section 9.a. would be largely irreparable.
Employee specifically agrees that if there is a question as to the enforceability
of any of the provisions of Section 9.a. hereof, Employee will not engage
in any conduct inconsistent with or contrary to such Section until after
the question has been resolved by a final judgment of a court of competent
jurisdiction. Employee undertakes and agrees that if Employee breaches
or threatens to breach the Agreement, Employee shall be liable for any
attorneys' fees and costs incurred by Company in enforcing its rights hereunder.

            d.
Employee
Agreement to Disclose this Agreement. Employee agrees to disclose,
during the twelve-month period following a Termination Date described in
the second sentence of Section 2.d, the terms of this Section 9 to any
potential future employer.


            10.
Confidential
Information. The Employee acknowledges and confirms that certain data
and other information (whether in human or machine readable form) that
comes into her possession or knowledge (whether before or after the date
of this Employment Agreement) and which was obtained from the Company,
or obtained by the Employee for or on behalf of the Company, and which
is identified herein is the secret, confidential property of the Company
(the "Confidential Information"). This Confidential Information includes,
but is not limited to:
           
a. lists or other identification of customers or prospective customers
of the Company (and key individuals employed or engaged by such parties);
            b.
lists or other identification of sources or prospective sources of the
Company's products or components thereof (and key individuals employed
or engaged by such parties);

            c.
all compilations of information, correspondence, designs, drawings, files,
formulae, lists, machines, maps, methods, models, notes or other writings,
plans, records, regulatory compliance procedures, reports, specialized
or technical data, schematics, source code, object code, documentation,
and software used in connection with the development, manufacture, fabrication,
assembly, marketing and sale of the Company's products;

            d.
financial, sales and marketing data relating to the Company or to the industry
or other areas pertaining to the Company's activities and contemplated
activities (including, without limitation, manufacturing, transportation,
distribution and sales costs and non-public pricing information);

            e.
equipment, materials, procedures, processes, and techniques used in, or
related to, the development, manufacture, assembly, fabrication or other
production and quality control of the Company's products and services;

            f.
the Company's relations with its customers, prospective customers, suppliers
and prospective suppliers and the nature and type of products or services
rendered to such customers (or proposed to be rendered to prospective customers);

            g.
the Company's relations with its employees (including, without limitation,
salaries, job classifications and skill levels); and

            h.
any other information designated by the Company to be confidential, secret
and/or proprietary (including without limitation, information provided
by customers or suppliers of the Company).


Notwithstanding the foregoing, the term "Confidential Information" shall
not consist of any data or other information which has been made publicly
available or otherwise placed in the public domain other than by the Employee
in violation of this Employment Agreement.
            11.
Certain
Additional Payments by the Company.

           
a. Anything in this Agreement to the contrary notwithstanding and except
as set forth below, in the event it shall be determined that any payment
or distribution by the Company to or for the benefit of the Employee (whether
paid or payable or distributed or distributable pursuant to the terms of
this Agreement or otherwise, but determined without regard to any additional
payments required under this Section) (a "Payment") would be subject to
the excise tax imposed by Section 4999 of the Internal Revenue Code of
1986, as amended (the "Code"), or any interest or penalties are incurred
by the Employee with respect to such excise tax (such excise tax, together
with any such interest and penalties, are hereinafter collectively referred
to as the "Excise Tax"), then the Employee shall be entitled to receive
an additional payment (a "Gross-Up Payment") in an amount such that after
payment by the Employee of all taxes (including any interest or penalties
imposed with respect to such taxes), including, without limitation, any
income taxes (and any interest and penalties imposed with respect thereto)
and Excise Tax imposed upon the Gross-Up Payment, the Employee retains
an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payments. Notwithstanding the foregoing provisions of this Section
11.a., if it shall be determined that the Employee is entitled to a Gross-Up
Payment, but that the Payments do not exceed 110 percent of the greatest
amount (the "Reduced Amount") that could be paid to the Employee such that
the receipt of Payments would not give rise to any Excise Tax, then no
Gross-Up Payment shall be made to the Employee, and the Payments, in the
aggregate, shall be reduced to the Reduced Amount.
            b.
Subject to the provisions of Section 11.c., all determinations required
to be made under this Section 11, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by Ernst
& Young or such other certified public accounting firm as may be designated
by the Employee (the "Accounting Firm") which shall provide detailed supporting
calculations both to the Company and the Employee within 15 business days
of the receipt of notice from the Employee that there has been a Payment,
or such earlier time as is requested by the Company. In the event that
the Accounting Firm is serving as accountant or auditor for the individual,
entity or group effecting the Change of Control, the Employee shall appoint
another nationally recognized accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as
the Accounting Firm hereunder). All fees and expenses of the Accounting
Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined
pursuant to this Section 11, shall be paid by the Company to the Employee
within five days of the receipt of the Accounting Firm's determination.
Any determination by the Accounting Firm shall be binding upon the Company
and the Employee. As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments which
will not have been made by the Company should have been made ("Underpayment"),
consistent with the calculations required to be made hereunder. In the
event that the Company exhausts its remedies pursuant to Section 11.c.
and the Employee thereafter is required to make a payment of any Excise
Tax, the Accounting Firm shall determine the amount of the Underpayment
that has occurred and any such Underpayment shall be promptly paid by the
Company to or for the benefit of the Employee.

            c.
The Employee shall notify the Company in writing of any claim by the Internal
Revenue Service that, if successful, would require the payment by the Company
of the Gross-Up Payment. Such notification shall be given as soon as practicable
but no later than ten business days after the Employee is informed in writing
of such claim and shall apprise the Company of the nature of such claim
and the date on which such claim is requested to be paid. The Employee
shall not pay such claim prior to the expiration of the 30-day period following
the date on which the Employee gives such notice to the Company (or such
shorter period ending on the date that any payment of taxes with respect
to such claim is due). If the Company notifies the Employee in writing
prior to the expiration of such period that it desires to contest such
claim, the Employee shall:

           
i. give the Company any information reasonably requested by the Company
relating to such claim,
            ii.
take such action in connection with contesting such claim as the Company
shall reasonably request in writing from time to time, including, without
limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company,

            iii.
cooperate with the Company in good faith in order to effectively contest
such claim, and

            iv.
permit the Company to participate in any proceedings relating to such claim;


provided, however, that the Company shall bear and pay directly all costs
and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Employee
harmless, on an after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation on
the foregoing provisions of this Section 11.c., the Company shall control
all proceedings taken in connection with such contest and, at its sole
option, may pursue or forgo any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in respect of such claim
and may, at its sole option, either direct the Employee to pay the tax
claimed and sue for a refund or contest the claim in any permissible manner,
and the Employee agrees to prosecute such contest to a determination before
any administrative tribunal, in a court of initial jurisdiction and in
one or more appellate courts, as the Company shall determine; provided,
however, that if the Company directs the Employee to pay such claim and
sue for a refund, the Company shall advance the amount of such payment
to the Employee, on an interest-free basis and shall indemnify and hold
Employee harmless, on an after-tax basis, from any Excise Tax or income
tax (including interest or penalties with respect thereto) imposed with
respect to such advance or with respect to any imputed income with respect
to such advance; and further provided that any extension of the statute
of limitations relating to payment of taxes for the taxable year of the
Employee with respect to which such contested amount is claimed to be due
is limited solely to such contested amount. Furthermore, the Company's
control of the contest shall be limited to issues with respect to which
a Gross-Up Payment would be payable hereunder and the Employee shall be
entitled to settle or contest, as the case may be, any other issue raised
by the Internal Revenue Service or any other taxing authority.
            d.
If, after the receipt by the Employee of an amount advanced by the Company
pursuant to Section 11.c., the Employee becomes entitled to receive any
refund with respect to such claim, the Employee shall (subject to the Company's
complying with the requirements of Section 11.c.) promptly pay to the Company
the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after the receipt by the Employee
of an amount advanced by the Company pursuant to Section 11.c., a determination
is made that the Employee shall not be entitled to any refund with respect
to such claim and the Company does not notify the Employee in writing of
its intent to contest such denial of refund prior to the expiration of
30 days after such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance shall
offset, to the extent thereof, the amount of Gross-Up Payment required
to be paid.


            12.
Notice.
All notices hereunder shall be in writing and shall be deemed to have been
duly given (a) when delivered personally or by courier, or (b) on the third
business day following the mailing thereof by registered or certified mail,
postage prepaid, or (c) on the first business day following the mailing
thereof by overnight delivery service, in each case addressed as set forth
below:
           
a. If to the Company:
               
Brown Shoe Company, Inc.

               
8300 Maryland Avenue

               
St. Louis, Missouri 63166-0029

               
Attention: Chief Executive Officer

            b.
If to Employee:

               
Diane M. Sullivan

               
50 Brighton Way

               
St. Louis, MO 63105

Any party may change the address to which notices are to be addressed
by giving the other party written notice in the manner herein set forth.


            13.
Successors;
Binding Agreement.
           
a. The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of the Company, upon or prior to such
succession, to expressly assume and agree to perform this Agreement in
the same manner and to the same extent that the Company would have been
required to perform it if no such succession had taken place. A copy of
such assumption and agreement shall be delivered to Employee promptly after
its execution by the successor. Failure of the Company to obtain such agreement
upon or prior to the effectiveness of any such succession shall be a breach
of this Agreement and shall entitle Employee to benefits from the Company
in the same amounts and on the same terms as Employee would be entitled
hereunder if Employee terminated her employment for Good Reason. For purposes
of the preceding sentence, the date on which any such succession becomes
effective shall be deemed the Termination Date. As used in this Agreement,
"Company" shall mean the Company as hereinbefore defined and any successor
to its business and/or assets as aforesaid which executes and delivers
the agreement provided for in this Section 13.a. or which otherwise becomes
bound by the terms and provisions of this Agreement by operation of law.
            b.
This Agreement is personal to Employee and Employee may not assign or delegate
any part of her rights or duties hereunder to any other person, except
that this Agreement shall inure to the benefit of and be enforceable by
Employee's legal representatives, executors, administrators, heirs and
beneficiaries.


            14.
Severability.
If any provision of this Agreement or the application thereof to any person
or circumstance shall to any extent be held to be invalid or unenforceable,
the remainder of this Agreement and the application of such provision to
persons or circumstances other than those as to which it is held invalid
or unenforceable shall not be affected thereby, and each provision of this
Agreement shall be valid and enforceable to the fullest extent permitted
by law.
            15.
Headings.
The headings in this Agreement are inserted for convenience of reference
only and shall not in any way affect the meaning or interpretation of this
Agreement.

            16.
Counterparts.
This Agreement may be executed in one or more identical counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument.

            17.
Waiver.
Neither any course of dealing nor any failure or neglect of either party
hereto in any instance to exercise any right, power or privilege hereunder
or under law shall constitute a waiver of such right, power or privilege
or of any other right, power or privilege or of the same right, power or
privilege in any other instance. Without limiting the generality of the
foregoing, Employee's continued employment without objection shall not
constitute Employee's consent to, or a waiver of Employee's rights with
respect to, any circumstances constituting Good Reason. All waivers by
either party hereto must be contained in a written instrument signed by
the party to be charged therewith, and, in the case of the Company, by
its duly authorized officer.

            18.
Entire
Agreement. This instrument constitutes the entire agreement of the
parties in this matter and shall supersede any other agreement between
the parties, oral or written, concerning the same subject matter.

            19.
Amendment.
This Agreement may be amended only by a writing which makes express reference
to this Agreement as the subject of such amendment and which is signed
by Employee and by a duly authorized officer of the Company.

            20.
Governing
Law. In light of Company's and Employee's substantial contacts with
the State of Missouri, the facts that the Company is headquartered in Missouri
and Employee resides in and/or reports to Company management in Missouri,
the parties' interests in ensuring that disputes regarding the interpretation,
validity and enforceability of this Agreement are resolved on a uniform
basis, and Company's execution of, and the making of, this Agreement in
Missouri, the parties agree that: (i) any litigation involving any noncompliance
with or breach of the Agreement, or regarding the interpretation, validity
and/or enforceability of the Agreement, shall be filed and conducted exclusively
in the state or federal courts in St. Louis County, Missouri; and (ii)
the Agreement shall be interpreted in accordance with and governed by the
laws of the State of Missouri, without regard for any conflict of law principles.

            IN
WITNESS WHEREOF, Employee and the Company have executed this Agreement
as of the day and year first above written.

                                                                                                   
BROWN SHOE COMPANY, INC.

                                                                                                   
By:  /s/ Michael I. Oberlander

                                                                                                   
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EMPLOYEE

                                                                                                   
By: /s/ Diane M. Sullivan

                                                                                                   
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Diane M. Sullivan

 





Exhibit A
RELEASE













            RELEASE
(the "Release") dated _____________ between Diane M. Sullivan ("Employee")
and Brown Shoe Company, Inc., a New York corporation (as further defined
in Section 13 of the Severance Agreement, the "Company").

            WHEREAS,
the Company and Employee are parties to a Severance Agreement dated May
24, 2004 and effective as of January 5, 2004 (the "Severance Agreement"),
which provides certain protection to Employee during management transition
and thereafter and in the event there is any change in corporate structure
which results in a change in control of the Company.

            WHEREAS,
the execution of this Release is a condition precedent to, and material
inducement to, the Company's provision of certain benefits under the Severance
Agreement;

            NOW,
THEREFORE, the parties hereto agree as follows:

            1.
Mutual
Promises. The Company undertakes the obligations contained in the Severance
Agreement, which are in addition to any compensation to which Employee
might otherwise be entitled, in exchange for Employee's promises and obligations
contained herein. The Company's obligations are undertaken in lieu of any
other severance benefits.

            2.
Release
of Claims; Agreement Not to File Suit.

           
a. Employee, for and on behalf of herself and her heirs, beneficiaries,
executors, administrators, successors, assigns and anyone claiming through
or
under any of the foregoing, agrees to, and does, remise, release and forever
discharge the Company and its subsidiaries and affiliates, each of their
shareholders, directors, officers, employees, agents and representatives,
and its successors and assigns (collectively, the "Company Released Persons"),
from any and all matters, claims, demands, damages, causes of action, debts,
liabilities, controversies, judgments and suits of every kind and nature
whatsoever, foreseen or unforeseen, known or unknown, which have arisen
or could arise from matters which occurred prior to the date of this Release,
which matters include without limitation: (i) the matters covered by the
Severance Agreement and this Release, (ii) Employee's employment, and/or
termination from employment with the Company, and (iii) any claims which
might otherwise arise in the future as a result of arrangements or agreements
in effect as of the date of this Release or the continuance of such arrangements
and agreements ; provided, however, that this Section 2a shall not apply
to any claims to the payments and benefits specifically provided for in
the Severance Agreement or, subject to the terms of the Severance Agreement,
the payments or benefits to which Employee, by reason of the termination
of her employment, may be entitled under any employee benefit plan (as
defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974) other than a severance pay plan.
            b.
Employee, for and on behalf of herself and her heirs, beneficiaries, executors,
administrators, successors, assigns, and anyone claiming through or under
any of the foregoing, agrees that she will not file or otherwise submit
any charge, claim, complaint, or action to any agency, court, organization,
or judicial forum (nor will Employee permit any person, group of persons,
or organization to take such action on her behalf) against any Company
Released Person arising out of any actions or non-actions on the part of
any Company Released Person arising before the date of this Release or
any action taken after the date of this Release pursuant to the Severance
Agreement. Employee further agrees that in the event that any person or
entity should bring such a charge, claim, complaint, or action on her behalf,
she hereby waives and forfeits any right to recovery under said claim and
will exercise every good faith effort to have such claim dismissed.

            c.
The charges, claims, complaints, matters, demands, damages, and causes
of action referenced in Sections 2(a) and 2(b) include, but are not limited
to: (i) any breach of an actual or implied contract of employment between
Employee and any Company Released Person, (ii) any claim of unjust, wrongful,
or tortuous discharge (including any claim of fraud, negligence, retaliation
for whistleblowing, or intentional infliction of emotional distress), (iii)
any claim of defamation or other common law action, or (iv) any claims
of violations arising under the Civil Rights Act of 1964, as amended, 42
U.S.C. §2000e et seq., the Age Discrimination in Employment
Act, 29 U.S.C. §621 et seq., the Americans with Disabilities
Act of 1990, 42 U.S.C. §12101 et seq., the Fair Labor Standards Act
of 1938, as amended, 29 U.S.C. §201 et seq., the Rehabilitation
Act of 1973, as amended, 29 U.S.C. §701 et seq., or of the
Missouri Human Rights Act, §213.000 R.S. Mo. et seq., the Missouri
Service Letter Statute, §209.140 R.S. Mo., the Wisconsin Fair Employment
Act (WFEA), Wis. Stat. §§111.31-111.395, or any other relevant
federal, state, or local statutes or ordinances, or any claims for pay,
vacation pay, insurance, or welfare benefits or any other benefits of employment
with any Company Released Person arising from events occurring prior to
the date of this Release other than those payments and benefits specifically
provided herein.

            d.
This Release shall not affect Employee's right to any governmental benefits
payable under any Social Security or Worker's Compensation law now or in
the future.


            3. Release
of Benefit Claims. Employee, for and on behalf of herself and her heirs,
beneficiaries, executors, administrators, successors, assigns and anyone
claiming through or under any of the foregoing, further releases and waives
any claims for pay, vacation pay, insurance or welfare benefits or any
other benefits of employment with any Company Released Person arising from
events occurring prior to the date of this Release other than claims to
the payments and benefits specifically provided for in the Severance Agreement.
            4.
Revocation
Period; Knowing and Voluntary Agreement.

           
a. Employee acknowledges that she has been given a period of at least forty-five
(45) days to consider whether or not to accept this Release. Furthermore,
Employee may revoke this Releasefor seven (7) days following its execution.
            b.
Employee represents, declares and agrees that she voluntarily accepts the
payments described above for the purposes of making a full and final compromise,
adjustment and settlement of all potential claims hereinabove described.
Employee hereby acknowledges that she has been advised of the opportunity
to consult an attorney and that she understands the Release and the effect
of signing the Release.


            5. Severability.
If any provision of this Release or the application thereof to any person
or circumstance shall to any extent be held to be invalid or unenforceable,
the remainder of this Release and the application of such provision to
persons or circumstances other than those as to which it is held invalid
or unenforceable shall not be affected thereby, and each provision of this
Release shall be valid and enforceable to the fullest extent permitted
by law.
            6.
Headings.
The headings in this Release are inserted for convenience of reference
only and shall not in any way affect the meaning or interpretation of this
Release.

            7.
Counterparts.
This Release may be executed in one or more identical counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument.

            8.
Entire
Agreement. This Release and Related Severance Agreement constitutes
the entire agreement of the parties in this matter and shall supersede
any other agreement between the parties, oral or written, concerning the
same subject matter.

            9.
Governing
Law. This Release shall be governed by, and construed and enforced
in accordance with, the laws of the State of Missouri, without reference
to the conflict of laws of such State and the parties agree that any litigation
involving this Release, or regarding the interpretation, validity and/or
enforceability of this Release, shall be filed and conducted exclusively
in the state or federal courts in St. Louis County, Missouri.

            IN
WITNESS WHEREOF, Employee and the Company have executed this Release as
of the day and year first above written.

                                                                                                       
BROWN SHOE COMPANY, INC.

                                                                                                       
By:

                                                                                                        
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EMPLOYEE

                                                                                                        
By:

                                                                                                         
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Diane M. Sullivan