Exhibit 10.01 Brown Shoe Company, Inc. Executive Retirement Plan


    
      

    

    Exhibit
      10.01


    BROWN
      SHOE COMPANY, INC. EXECUTIVE

    RETIREMENT
      PLAN

     

     

    WHEREAS,
      Brown Shoe Company, Inc. ("Company") and its Affiliates have adopted the Brown
      Shoe Company, Inc. Executive Retirement Plan (the "Plan") for the benefit of
      eligible employees of the Company and its affiliates; and

     

    WHEREAS,
      the Company retained the right to amend the Plan pursuant to Section V.G
      thereof; and

     

    WHEREAS,
      the Company desires to amend and restate the Plan effective as of
      January 1, 2005;

     

    NOW,
      THEREFORE, effective as of January 1, 2005, the Plan is amended and
      restated to read as follows:

     

    SECTION
      I

     

    DEFINITIONS

     

    A. “Actuarially
      Equivalent” means an amount of equivalent actuarial value based on the actuarial
      assumptions set forth in the Retirement Plan for purposes of determining a
      lump
      sum distribution. 

     

    B. "Affiliate"
      means any corporation which, with the consent of the Board of Directors of
      the
      Company, adopts the Plan.

     

    C. "Change
      of Control" means a change of control of the Company which shall be deemed
      to
      occur if:

     

    1. any
      person other than the Company shall acquire more than 25% of the Company's
      common stock through a tender offer, exchange offer or otherwise;
      or

     

    2. the
      Company shall be liquidated or dissolved following a sale of all or
      substantially all of its assets; or

     

    3. the
      Company shall not be the surviving parent corporation resulting from any merger
      or consolidation to which it is a party.

     

    Notwithstanding
      the above, an event shall be considered a Change of Control only if such event
      satisfies the above definition and such event is a change in the ownership
      or
      effective control of a corporation or a change in the ownership of a substantial
      portion of the assets of a corporation under Code Section 409A and the
      regulations promulgated thereunder. 

     

    D. "Code"
      means the Internal Revenue Code of 1986, as amended.

     

    E. "Committee"
      means the committee appointed pursuant to Section IV.

     

    
      
         

      

      
        Page
          1

        
          

        

      

      
         

      

    

     

    F. "Company"
      means Brown Shoe Company, Inc., a New York corporation.

     

    G. "Early
      Retirement Benefit" means the early retirement benefit payable to a Participant
      under Section III.A.2. of the Plan on his Early Retirement Date under the
      Retirement Plan.

     

    H. “Early
      Retirement Date” means a Participant’s Early Retirement Date under the
      Retirement Plan. 

     

    I. "Effective
      Date" means January 1, 1983.

     

    J. "Employee"
      means a person employed by the Employer.

     

    K. "Employer"
      means the Company or an Affiliate.

     

    L. "Normal
      Retirement Benefit" means the benefit payable to a Participant under Section
      III.A.1. of the Plan on his Normal Retirement Date under the Retirement
      Plan.

     

    M. “Normal
      Retirement Date” means a Participant’s Normal Retirement Date under the
      Retirement Plan. 

     

    N. "Participant"
      means an Employee who has satisfied the eligibility requirements of Section
      II.

     

    O. "Plan"
      means this Brown Shoe Company, Inc. Executive Retirement Plan.

     

    P. "Pre-Retirement
      Death Benefit" means the death benefit payable under Section III.A.3. of the
      Plan.

     

    Q. "Retirement
      Plan" means the Brown Shoe Company, Inc. Retirement Plan.

     

    SECTION
      II

     

    ELIGIBILITY

     

    On
      and
      after the Effective Date, the Committee may, in its sole discretion, by notice
      in writing, designate any highly-paid key Employee who is a participant in
      the
      Retirement Plan, a Participant in this Plan.

     

    SECTION
      III

     

    BENEFITS

     

    A. Benefits
      shall be payable within thirty (30) days of a Participant’s separation from
      service or death, to the Participant or to the surviving beneficiary of a
      Participant entitled to a Pre-Retirement Death Benefit under the Retirement
      Plan, in a lump sum which is Actuarially Equivalent to the following as of
      the
      date of the Participant’s separation from service or death: 

     

    1. If
      a
      Participant terminates employment at or after his or her Normal Retirement
      Date,
      an amount equal to (a) minus (b) below payable immediately for the life of
      the
      Participant, where:

     

     

    
      
         

      

      
        Page
          2

        
          

        

      

      
         

      

    

    (a) equals
      the Normal Retirement Benefit (or Deferred Retirement Benefit, if applicable)
      calculated under the Retirement Plan without regard to the limitations imposed
      by Sections 415 and 401(a)(17) of the Code but adjusted by substituting 1.465%
      where 1.425% appears in Section I.A. of the Retirement Plan, and

     

    (b) equals
      the Normal Retirement Benefit (or Deferred Retirement Benefit, if applicable)
      payable under the Retirement Plan as of his or her termination of
      employment.

     

    2. If
      a
      Participant terminates employment at his or her Early Retirement Date, an amount
      equal to (a) minus (b) below payable immediately for the life of the
      Participant, where:

     

    (a) equals
      the Normal Retirement Benefit calculated under the Retirement Plan without
      regard to the limitations imposed by Sections 415 and 401(a)(17) of the Code
      but
      adjusted by substituting 1.465% where 1.425% appears in Section I.A. of the
      Retirement Plan, and by reducing such benefit to the retiree by .8333% for
      each
      full month between his Early Retirement Date under the Retirement Plan and
      the
      first of the month coincident with or next following the month in which the
      retiree attains age 60; and

     

    (b) equals
      the Early Retirement Benefit payable under the Retirement Plan as of his or
      her
      termination of employment.

     

    3. If
      a
      Participant terminates employment prior to his or her Early Retirement Date,
      an
      amount equal to (a) minus (b) below payable for the life of the Participant
      commencing on his or her Normal Retirement Date, where:

     

    (a) equals
      the deferred vested benefit calculated under Section VII of the Retirement
      Plan without regard to the limitations imposed by Sections 415 and
      401(a)(17) of the Code, but adjusted by substituting 1.465% where 1.425% appears
      in Section I.A. of the Retirement Plan; and

     

    (b) equals
      the deferred vested benefit payable under Section VII of the Retirement
      Plan as of his or her termination of employment.

     

    4. If
      a
      Participant dies during employment with the Employer and is eligible for a
      Pre-Retirement Death Benefit under the Retirement Plan, an amount equal to
      (a)
      minus (b) below payable for the life of the beneficiary commencing on the first
      day of the month following the later of the Participant’s date of death or the
      date the Participant would have attained age 55, where:

     

    (a) equals
      the Pre-Retirement Death Benefit calculated under the Retirement Plan without
      regard to the limitations imposed by Sections 415 and 401(a)(17) of the Code,
      but adjusted (1) by substituting 1.465% where 1.425% appears in Section I.A.
      of
      the Retirement Plan, (2) by substituting the Early Retirement reduction
      factors specified in Section III.A.2(a) of this Plan for those specified
      in
      the Retirement Plan, and (3) by substituting for "fifty percent (50%)" in
      VI(A)(5)(a) of the Retirement Plan the following:

     

    
      
         

      

      
        Page
          3

        
          

        

      

      
         

      

    

     

    (i) "seventy-five
      percent (75%)" if the Participant had not attained age 55 at his death
      and

     

    (ii) "one-hundred
      percent (100%)" if the Participant had attained age 55 at his death;
      and

     

    (b) equals
      the Pre-Retirement Death Benefit payable under the Retirement Plan as of the
      date of his or her death.

     

    5. The
      additional retirement benefits provided under written contractual commitments
      to
      any other Participant shall be payable from the Plan.

     

    6. Notwithstanding
      Sections III.A.1 - IIIA.5, payment of benefits shall not be made or commence
      prior to the date which is 6 months after the date of a Participant’s separation
      from service (for any reason other than death) in the case of a Participant
      who
      is determined to be a “specified employee.” A lump sum shall be paid to the
      Participant as of the day after the last day of such 6-month period equal to
      the
      lump sum amount calculated as of the date of separation from service,
      accumulated with interest to the payment date at the rate of interest used
      to
      determine such lump sum amount. For purposes of this Section, a “specified
      employee” means a key employee (as defined in Code Section 416(i) without regard
      to Code Section 416(i)(5)) determined in accordance with the meaning of such
      term under Code Section 409A and the regulations promulgated thereunder. The
      identification date for purposes of determining the Company’s key employees
      shall be September 30. 

     

    B. Notwithstanding
      anything else contained in the Plan, in the event of a Change of Control, the
      Company shall determine the lump sum actuarial equivalent of the benefits
      payable under Section III.A.1 if the Participant has reached his Normal
      Retirement Date under the Retirement Plan, or under Section III.A.2 if the
      Participant has not reached his Normal Retirement Date under the Retirement
      Plan, as if the Participant retired as of the effective date of the Change
      of
      Control (using the same actuarial assumptions which are used in calculating
      benefits under the Retirement Plan at the time of the Change of Control and
      assuming that any accrued benefits under the Retirement Plan were fully vested)
      and shall pay such amount to the Participant within 30 days after such date.
      In
      the event the Participant has not attained age 60 as of the effective date
      of
      the Change of Control, such lump sum shall be determined based on the benefit
      that would be payable under Section III.A.2 commencing at age 60 actuarially
      reduced to reflect the Participant’s age on the date of the Change in Control.
      In the event a Participant had previously retired and is receiving a monthly
      benefit as of the effective date of the Change of Control, such lump sum shall
      be based on the payment form and amount being received by the Participant.
      In
      the event that, subsequent to the Change of Control, a Participant becomes
      entitled to any additional benefits pursuant to the terms of a written
      contractual commitment as described in Section III.A.5 above, such
      additional benefits shall be paid as soon as practicable after they have become
      due in a single lump sum in accordance with the principles outlined in the
      preceding sentences. 

     

    C. Except
      as
      provided in Section A.5, the benefit calculated under A.1(a), A.2(a),
      A.3(a) and A.4(a) and the offsets calculated under A.1(b), A.2(b), A.3(b) and
      A.4(b) shall be calculated based only on Credited Service under the Retirement
      Plan earned up to the earlier of the date upon which the Participant terminates
      employment with the Company and its Affiliates or the date as of which the
      Committee determines that a Participant is no longer a Participant in the
      Plan.

     

    
      
         

      

      
        Page
          4

        
          

        

      

      
         

      

    

     

    SECTION
      IV

     

    ADMINISTRATION
      AND CLAIMS PROCEDURE

     

    A. The
      Board
      of Directors of the Company shall appoint a Committee of not less than three
      persons, who shall serve without compensation at the pleasure of the Board
      of
      Directors. Upon death, resignation or inability of a member of the Committee
      to
      continue, the Board of Directors shall appoint a successor. The Chief Financial
      Officer of the Company shall not serve as a member of the
      Committee.

     

    B. The
      Committee shall construe, interpret and administer all provisions of the Plan
      and a decision of a majority of the members of the Committee shall
      govern.

     

    C. A
      decision of the Committee may be made by a written document signed by a majority
      of the members of the Committee or by a meeting of the Committee. The Committee
      may authorize any of its members to sign documents or papers on its
      behalf.

     

    D. The
      Committee shall appoint a Chairman from among its members, and a Secretary
      who
      need not be a member of the Committee. The Secretary shall keep all records
      of
      meetings and of any action by the Committee and any and all other records
      desired by the Committee. The Committee may appoint such agents, who need not
      be
      members of the Committee, as it may deem necessary for the effective exercise
      of
      its duties, and may, to the extent not inconsistent herewith, delegate to such
      agents any powers and duties, both ministerial and discretionary, as the
      Committee may deem expedient and appropriate.

     

    E. No
      member
      of the Committee shall make any decision or take any action covering exclusively
      his own benefits under the Plan, but all such matters shall be decided by a
      majority of the remaining members of the Committee or, in the event of inability
      to obtain a majority, by the Board of Directors of the Company.

     

    F. A
      Participant who believes that he is being denied a benefit to which he is
      entitled (hereinafter referred to as 'Claimant') may file a written request
      for
      such benefit with the Committee setting forth his claim. The request must be
      addressed to: Committee, Brown Shoe Company, Inc. Executive Retirement Plan,
      8300 Maryland Avenue, St. Louis, Missouri 63105.

     

    G. Upon
      receipt of a claim, the Committee shall advise the Claimant that a reply will
      be
      forthcoming within a reasonable period of time, but ordinarily not later than
      90
      days, and shall, in fact, deliver such reply within such period. However, the
      Committee may extend the reply period for an additional 90 days for reasonable
      cause. If the reply period will be extended, the Committee shall advise the
      Claimant in writing during the initial 90-day period indicating the special
      circumstances requiring an extension and the date by which the Committee expects
      to render the benefit determination. 

     

    If
      the
      claim is denied in whole or in part, the Committee will render a written
      opinion, using language calculated to be understood by
      the
      Claimant, setting forth (i) the specific reason or reasons for the
      denial,
      (ii)
the
      specific references to pertinent Plan provisions on which the denial is
      based,
      (iii) a
      description of any additional material or information necessary for the Claimant
      to perfect the claim and an explanation as to why such material or such
      information is necessary,
      (iv)
      appropriate information as to the steps to be taken if the Claimant wishes
      to
      submit the claim for review, including a statement of the Claimant’s right to
      bring a civil action under Section 502(a) of ERISA following an adverse benefit
      determination on review, and
      (v) the time limits for requesting a review of the denial and for the
      actual review of the denial.

     

    
      
         

      

      
        Page
          5

        
          

        

      

      
         

      

    

     

    H. Within
      60
      days after the receipt by the Claimant of the written opinion described above,
      the Claimant may file a request with the Chief Financial Officer of the Company
      (“CFO”) in writing, at the Company’s then principal place of business, that the
      CFO review the prior determination. The Claimant or his or her duly authorized
      representative may submit written comments, documents, records or other
      information relating to the denied claim, which such information shall be
      considered in the review under this subsection without regard to whether such
      information was submitted or considered in the initial benefit
      determination.

     

    The
      Claimant or his or her duly authorized representative shall be provided, upon
      request and free of charge, reasonable access to, and copies of, all documents,
      records and other information which (i) was relied upon by the Committee in
      making the initial claims decision, (ii) was submitted, considered or
      generated in the course of the Committee making the initial claims decision,
      without regard to whether such instrument was actually relied upon by the
      Committee in making the decision or, (iii) demonstrates compliance by the
      Committee with administrative processes and safeguards designed to ensure and
      to
      verify that benefit claims determinations are made in accordance with governing
      Plan documents and that, where appropriate, the Plan provisions have been
      applied consistently with respect to similarly situated Claimants. If the
      Claimant does not request a review of the Committee’s determination within such
      60-day period, he or she shall be barred and estopped from challenging such
      determination.

     

    I. Within
      a
      reasonable period of time, ordinarily not later than 60 days, after the CFO’s
      receipt of a request for review, the CFO will review the prior determination.
      If
      special circumstances require that the 60-day time period be extended, the
      CFO
      will so notify the Claimant within the initial 60-day period indicating the
      special circumstances requiring an extension and the date by which the CFO
      expects to render the decision on review, which shall be as soon as possible
      but
      not later than 120 days after receipt of the request for review.

     

    The
      CFO
      has discretionary authority to determine a Claimant’s eligibility for benefits
      and to interpret the terms of the Plan. Benefits under the Plan will be paid
      only if the CFO decides in his or her discretion that the Claimant is entitled
      to such benefits. The decision of the CFO shall be final and non-reviewable,
      unless found to be arbitrary and capricious by a court of competent review.
      Such
      decision will be binding upon the Company and the Claimant.

     

    If
      the
      CFO makes an adverse benefit determination on review, the CFO will render a
      written opinion, using language calculated to be understood by the Claimant,
      setting forth (i) the specific reason or reasons for the denial, (ii) the
      specific references to pertinent Plan provisions on which the denial is based,
      (iii) a statement that the Claimant is entitled to receive, upon request and
      free of charge, reasonable access to, and copies of, all documents, records
      and
      other information which (A) was relied upon in making the decision, (B) was
      submitted, considered or generated in the course of making the decision, without
      regard to whether such instrument was actually relied upon in making the
      decision, or (C) demonstrates compliance with administrative processes
      and
      safeguards designed to ensure and to verify that benefit claims determinations
      are made in accordance with governing Plan documents, and that, where
      appropriate, the Plan provisions have been applied consistently with respect
      to
      similarly situated claimants, and (iv) a statement of the Claimant’s right to
      bring a civil action under Section 502(a) of ERISA following the adverse benefit
      determination on such review.

     

    
      
         

      

      
        Page
          6

        
          

        

      

      
         

      

    

     

    To
      the
      extent permitted by law, a decision on review by the CFO shall be binding and
      conclusive upon all persons whomsoever. Completion of the claims procedure
      described in this Section shall be a mandatory precondition that must be
      complied with prior to commencement of a legal or equitable action in connection
      with the Plan by a person claiming rights under the Plan, or by another person
      claiming rights through such person. 

     

    SECTION
      V

     

    MISCELLANEOUS

     

    A. Plan
      Year.
      The
      Plan Year shall be the calendar year.

     

    B. Spendthrift.
      No
      Participant or beneficiary shall have the right to assign, transfer, encumber
      or
      otherwise subject to lien any of the benefits payable or to be payable under
      this Plan.

     

    C. Incapacity.
      If, in
      the opinion of the Committee, a person to whom a benefit is payable is unable
      to
      care for his affairs because of illness, accident or any other reason, any
      payment due the person, unless prior claim therefor shall have been made by
      a
      duly qualified guardian or other duly appointed and qualified representative
      of
      such person, may be paid to some member of the person's family, or to some
      party
      who, in the opinion of the Committee, has incurred expense for such person.
      Any
      such payment shall be a payment for the account of such person and shall be
      a
      complete discharge of any liability.

     

       D. Employee
      Rights.
      The
      Employer, in adopting this Plan, shall not be held to create or vest in any
      Employee or any other person any benefits other than the benefits specifically
      provided herein, or to confer upon any Employee the right to remain in the
      service of the Employer.

     

    E. Service
      of Process and Plan Administrator.

     

    1. The
      Treasurer of the Company shall be the agent for service of legal
      process.

     

    2. The
      Company shall constitute the Plan Administrator.

     

    F. Unfunded
      Plan.
      The Plan
      shall be unfunded until after a Change of Control. All payments to a Participant
      under the Plan shall be made from the general assets of the Employer. The rights
      of any Participant to payment shall be those of an unsecured general creditor
      of
      the Employer.

     

    G. Company
      Rights.
      The
      Company reserves the right to amend or terminate the Plan. Each Employer may
      terminate its participation in the Plan at any time.

     

    H. Reemployment.
      If a
      Participant is receiving benefits under the Plan and is re-employed by an
      Employer, benefits shall cease until he is no longer employed by an
      Employer.

     

    
      
         

      

      
        Page
          7

        
          

        

      

      
         

      

    

     

    I. Governing
      Law.
      The Plan
      shall be governed and construed according to the laws of the State of
      Missouri.

     

    J. Amendment
      and Termination.
      Except
      as otherwise provided in this section, the Board of Directors shall have the
      sole authority to modify, amend or terminate this Plan; provided, however,
      that
      any modification or termination of this Plan shall not reduce, without the
      consent of any affected Participant, the Participant’s right to any amounts
      already accrued, or lengthen the time period for a payout from the Plan, that
      existed on the day before the effective date of such modification or
      termination. This termination of the Plan is permitted only as described in
      Sections 1 - 3 below.

     

    1. Termination
      on Corporate Dissolution or Bankruptcy.
      The
      Board of Directors may terminate the Plan within 12 months of a corporate
      dissolution taxed under Section 331 of the Code or with the approval of a
      bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A), provided that
      the
      amounts deferred under the Plan are included in the Participants’ gross incomes
      in the later of the calendar year in which the Plan termination occurs or the
      first calendar year in which the payment is administratively practicable.


     

    2. Termination
      Upon a Change in Control.
      The
      Board of Directors may terminate the Plan within the 30 days preceding or the
      12
      months following a Change of Control, provided that the Company terminates
      all
      substantially similar arrangements in a manner such that all Participants under
      this Plan and under substantially similar arrangements are required to receive
      all amounts of compensation deferred under the terminated arrangements within
      12
      months of the date of termination of this Plan. 

     

    3. Other
      Terminations.
      The
      Plan may be terminated in accordance with this Section 3 with respect to all
      Participants. Following any such termination, payment of credited amounts shall
      be made in a single sum payment to all Participants in accordance with the
      following rules:

     

    (a) No
      payments under the Plan other than payments that would have been payable under
      the terms of the Plan if the termination had not occurred will be made within
      12
      months of the termination of the Plan;

     

    (b) All
      payments under the Plan as a result of the termination of the Plan must be
      made
      within 24 months of such termination of the Plan;

     

    (c) The
      Company shall simultaneously terminate all nonqualified non-account balance
      plans which it maintains; and

     

    (d) The
      Company must not adopt a new nonqualified deferred compensation arrangement
      covering any Participant affected by the termination of this Plan at any time
      within five years following the termination of this Plan if such new arrangement
      would constitute a nonqualified, non-account balance plan.

     

    In
      addition, the termination of this Plan shall be subject to such other events
      and
      conditions as the Commissioner of the Internal Revenue Service may prescribe
      in
      generally applicable guidance published in the Internal Revenue Bulletin.
 

     

    
      
         

      

      
        Page
          8

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, Brown Shoe Company, Inc. has caused this Amendment to be
      executed by its duly authorized officers this   
      day of
   ,
      2005.

     

    


     

    BROWN
      SHOE COMPANY, INC.

     

    


     

    By                          

     

                                          

     

    


     

    


     

    ATTEST:     
         

     

    


    
      
         

      

      
        Page
          9