bws031009ex10_4.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
10.4

    


    


    BROWN
SHOE COMPANY, INC.

    


    INCENTIVE
AND STOCK COMPENSATION PLAN OF 2002

    (as Amended and
Restated)

    


    AMENDMENT

    TO

    PERFORMANCE
UNIT AWARD AGREEMENT

    FOR
THE PERFORMANCE PERIOD OF

    


    FEBRUARY
3, 2008 TO JANUARY 29, 2011

    for

    


    


    


    Name
of Participant:

    


    Target
Number of Performance Shares:

    


    Effective Date of Performance Unit
Award Agreement:  March 5, 2008

    


    


    THIS
AMENDMENT 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 Unit 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.  This Amendment will have no
effect on the Cash Award that is also covered by 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 Cash Award shall be made in
cash.  Payment of the earned Awards 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 9 of the Award Agreement shall
be amended to delete any reference to payments of withholding taxes in shares of
stock.  Accordingly, the first sentence of Section 9 shall remain in
effect and the second and third sentences 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