bws031009ex10_6.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
10.6

    


    


    BROWN
SHOE COMPANY, INC.

    


    INCENTIVE
AND STOCK COMPENSATION PLAN OF 2002

    


    AMENDMENT

    TO

    PERFORMANCE
SHARE AWARD AGREEMENT

    FOR
THE PERFORMANCE PERIOD OF

    


    FEBRUARY
4, 2007 TO JANUARY 30, 2010

    for

    


    Name
of Participant:

    


    Target
Number of Performance Shares:

    


    Effective Date of Performance Share
Award Agreement:  March 8, 2007

    


    


    THIS
AMENDMENT, effective as of the date of Participant’s signature below, is made by
and between by Brown Shoe Company, Inc., a New York corporation (the “Company”)
and the above-named Participant, pursuant to the provisions of the Incentive and
Stock Compensation Plan of 2002 (as Amended and Restated), and is made with
respect to the Performance Share Award Agreement referenced above (the “Award
Agreement”).   The purpose of this Amendment is to amend the form
of payment of the Performance Share award from payment in shares of the
Company’s stock to a payment in cash, with the cash payment to be the fair
market value of the shares that would have otherwise been issuable pursuant to
the Award Agreement.

    


    For good
and valuable consideration exchanged between the parties in connection with
their ongoing relationship, the parties hereto agree to amend Award Agreement as
follows:

    


    1. Section 6 shall be
deleted and replaced with the following:

    


    “6.           Form and Timing of Payment of the
Award.  Payment of any earned Performance Shares shall be made
in cash based on the Fair Market Value of the Performance Shares earned and
approved for payment hereunder, with the Fair Market Value to be determined as
of the date the Compensation Committee of the Company’s  Board of
Directors approves payment of the Performance Share award. Payment of the earned
Performance Shares shall be made within sixty (60) calendar days following the
close of the Performance Period.”

    


    2.           Section 5 shall be
deleted and replaced with the following:

    


    “5.           Dividends. No dividends shall
accrue to the benefit of Participant with respect to the Performance
Shares.”

    


    3.           Section 10
of the Award
Agreement on Share Withholding shall be deleted.


    4.           In
all other respects, the Award Agreement shall remain unchanged.

    


    5.           All
capitalized terms not otherwise defined in this Amendment shall have the
meanings ascribed to them in the Award Agreement.

    


    IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed effective
as of date of Participant’s signature below, and if not dated, then upon
Company’s  receipt of this Amendment signed by the
Participant.

    


    


    


                    BROWN SHOE COMPANY,
INC.

    


                    BY:__________________________

                         Sarah Stephenson,
Vice President-Total Rewards

    


                    Dated:  February
__, 2009

    


    


                    Participant:

    


                    ______________________________

    


                    Dated: _________,
2009