8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)

November 30, 2005

Brown Shoe Company, Inc.

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(Exact Name of Registrant as Specified in Its Charter)

New York --------------------------- (State or Other Jurisdiction of Incorporation) 001-2191 ------------------- (Commission File Number) 43-0197190 --------------------------- (IRS Employer Identification No.)

  8300 Maryland Avenue St. Louis, Missouri ---------------------------------------------------- (Address of Principal Executive Offices)   63105 ------------------ (Zip Code)

(314) 854-4000

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(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01.Entry into a Material Definitive Agreement.

On December 1, 2005, the Board of Directors of Brown Shoe Company, Inc. (the “Company”) amended and restated the Company’s Executive Retirement Plan (the “Plan”), effective as of January 1, 2005, to incorporate the more restrictive requirements on deferred compensation imposed by new Internal Revenue Code §409A. A copy of the Plan, as amended and restated, is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02.Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d)On November 30, 2005, the Board of Directors of the Company elected Carla Hendra as a director to fill the vacancy created by the bylaw amendment described in Item 5.03 of this Current Report on Form 8-K, with a term to expire at the Company’s annual meeting of stockholders in 2006, or until her successor has been duly elected and qualified.

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 30, 2005, the Board of Directors of the Company adopted an amendment to Article II, Section 1 of the Company’s Bylaws to increase the number of directors from nine to ten. The Bylaws, as amended and effective November 30, 2005, are included as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number	Description of Exhibit
3.1	Bylaws, effective as of November 30, 2005
10.01	Brown Shoe Company, Inc. Executive Retirement Plan

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BROWN SHOE COMPANY, INC.
	(Registrant)
Date: December 1, 2005	By: /s/ Michael I. Oberlander
	Name: Michael I. Oberlander
	Title: Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
3.1	Bylaws, effective as of November 30, 2005
10.01	Brown Shoe Company, Inc. Executive Retirement Plan

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EX-3.1

Exhibit 3.1

BROWN SHOE COMPANY, INC.

A New York corporation

BYLAWS

Effective: November 30, 2005

Page 1

BYLAWS

of

Brown Shoe Company, Inc.

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ARTICLE I

Meetings of Stockholders

Section 1. Annual Meeting.The annual meeting of the stockholders shall be held at such place within or without the State of New York as may from time to time be fixed by resolution of the Board of Directors on the fourth Thursday in May in each and every year (or if said day be a legal holiday, then on the next succeeding day not a legal holiday), at eleven o’clock in the forenoon; provided, however, that the day and time fixed for such meeting in any year may be changed by resolution of the Board of Directors to such other day not a legal holiday and to such other time as the Board of Directors may deem desirable or appropriate. If no other place for the annual meeting is determined by the Board of Directors and specified in the notice of such meeting, the annual meeting shall be held at the principal offices of the Company. The annual meeting of stockholders shall be held for the purpose of electing directors and transacting only such other business as may be properly brought before the meeting.

Section 2. Notice of Stockholder Business at Annual Meeting. In addition to any other requirements imposed by or pursuant to law, the Company’s Certificate of Incorporation or these Bylaws, to be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, the Chairman of the Board, or the Chief Executive Officer, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, the Chairman of the Board, or the Chief Executive Officer, or (c), subject to Article II, Section 8 hereof, otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Company, not less than 90 days nor more than 120 days prior to the meeting; provided, however, that in the event that less than 100 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. For purposes of these Bylaws, “public disclosure” shall mean disclosure in a press release reported by the Dow Jones, Associated Press, Reuters or comparable national news service, or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual

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meeting, (b) the name and address, as they appear on the Company’s books, of the stockholder proposing such business, (c) the class and number of shares of the Company which are beneficially owned by the stockholder, and (d) any material interest of the stockholder in such business. Notwithstanding anything in the Bylaws to the contrary, but subject to Article II, Section 8 hereof, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 2. The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 2, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. The Chairman of an annual meeting shall have absolute authority to decide questions of compliance with the foregoing procedures, and his or her ruling thereon shall be final and conclusive. The provisions of this Section 2 shall also govern what constitutes timely notice for purposes of Rule 14a-4(c) under the Exchange Act. The meeting may be adjourned from time to time until its business is completed.

Section 3. Special Meetings. Special meetings of the stockholders may be held upon call by the majority of the Board of Directors, the Chairman of the Board, or the Chief Executive Officer, at such time as may be fixed by the Board of Directors, the Chairman of the Board, or the Chief Executive Officer, and at such place within or without the State of New York as may be stated in the call and notice. The meeting may be adjourned from time to time until its business is completed.

Section 4. Notice of Meetings. Written notice of the time, place and purpose or purposes of every meeting of stockholders, signed by the Chairman of the Board or the Chief Executive Officer, the President or a Vice-President or the Secretary or an Assistant Secretary, shall be served either personally, by mail or electronically, not less than ten days nor more than sixty days before the meeting, upon each stockholder of record entitled to vote at such meeting and upon each other stockholder of record who, by reason of any action proposed at such meeting, would be entitled to have his stock appraised if such action were taken.

If mailed, such notice shall be directed to each stockholder at his address as it appears on the stock book unless he shall have filed with the Secretary of the Company a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request. Such further notice shall be given by mail, publication or otherwise, as may be required by the Certificate of Incorporation of the Company or by law.

Section 5. Quorum. At every meeting of the stockholders, the holders of record of shares entitled in the aggregate to a majority of the number of votes which could at the time be cast by the holders of all shares of the capital stock of the Company then outstanding and entitled to vote if all such holders were present or represented at the meeting, shall constitute a quorum, unless a different percentage shall be required by law, the Company’s Certificate of Incorporation or these Bylaws. If at any meeting there shall be no quorum, the holders of a majority of the shares of stock entitled to vote so present or represented may adjourn the meeting from time to time, without notice other than announcement at the meeting, until

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such quorum shall have been obtained, when any business may be transacted which might have been transacted at the meeting as first convened had there been a quorum.

Section 6. Voting. At all meetings of the stockholders, each holder of record of outstanding shares of stock of the Company, entitled to vote thereat, may so vote either in person or by proxy. A proxy may be appointed either by instrument in writing executed by such holder or by his duly authorized attorney, or by such others means, including the transmission of a telegram, cablegram or other means of electronic transmission, such as telephone and Internet, as may be authorized under the laws of the State of New York. No proxy shall be valid after the expiration of eleven months from the date of its execution or transmission unless the stockholder executing or transmitting it shall have specified therein a longer time during which it is to continue to force.

Section 7. Record of Stockholders.

a.The Board of Directors may prescribe a period, not exceeding sixty days nor less than ten days prior to any meeting of the stockholders, during which no transfer of stock on the books of the company may be made. In lieu of prohibiting the transfer of stock as aforesaid, the Board of Directors may fix a day or hour, not more than sixty days prior to the day of holding any meeting of stockholders, as the time as of which stockholders entitled to notice of and to vote at such meeting shall be determined, and all persons who were holders of record of voting stock at such time, and no others, shall be entitled to notice of and to vote at such meeting.

b.A complete list of the stockholders entitled to vote at such meeting shall be prepared with the address of each stockholder and the number of shares held by each, which list shall be produced and kept open at the time and place of the meeting, and, upon request, shall be subject to the inspection of any stockholder during the whole time of the meeting. Failure to comply with the above requirements in respect of lists of stockholders shall not affect the validity of any action taken at such meeting.

Section 8. Inspectors of Election. At all elections of directors by the stockholders, the chairman of the meeting shall appoint two Inspectors of Election. Before entering upon the discharge of his duties, each such inspector shall take and subscribe an oath or affirmation faithfully to execute the duties of inspector at such meeting as provided by law with strict impartiality and according to the best of his ability and thereupon the inspectors shall take charge of the polls and after the balloting shall make a certificate of the result of the vote taken. No director or candidate for the office of director shall be appointed such inspector.

ARTICLE II

Directors

Section 1. Number. The number of directors within the maximum and minimum limits provided for in the Certificate of Incorporation may be changed from time to time by the stockholders or by the Board of Directors by an amendment to these Bylaws. Subject to amendment of these Bylaws, as aforesaid, the number of directors of the Corporation shall be ten. Such directors shall be classified in respect of the time for which they shall severally

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hold office, by dividing them into three classes, and shall be apportioned among the classes as to make all classes as nearly equal in number as possible. At each annual election, the successors of the directors of the class whose term shall expire in that year shall be elected to hold office for the term of three years so that the term of office of one class of directors shall expire in each year.

Section 2. Meetings of the Board. Meetings of the Board of Directors shall be held at such place within or without the State of New York as may from time to time be fixed by resolution of the Board, or as may be specified in the call of any meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board. Notice need not be given of the regular meetings of the Board held at times fixed by resolution of the Board. Special meetings of the Board may be held at any time upon the call of the Chairman of the Board or any two directors by (i) facsimile or electronic notice, duly sent to, or written notice, duly served in person on each director, in either case not less than forty-eight hours before such meeting or (ii) written notice, duly sent to each director not less than three days before such meeting. Special meetings of the Board of Directors may be held without notice, if all of the directors are present or if those not present waive notice of the meeting in writing. Any one or more of the directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 3. Quorum. The attendance of a majority of the Board of Directors shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors, except as otherwise may be specifically provided by law or by the Company’s Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 4. Vacancies. Vacancies in the Board of Directors may be filled by a vote of a majority of the directors in office even though less than a quorum; provided that, in case of an increase in the number of directors pursuant to an amendment of these Bylaws made by the stockholders, the stockholders may fill the vacancy or vacancies so created at the meeting at which the bylaw amendment is effected. The directors so chosen shall hold office, unless they are removed therefrom by the stockholders, for the unexpired portion of the term of the directors whose place shall be vacant and until the election of their successors.

Section 5. Resignations. Any director of the Company may resign at any time by giving written notice to the Chairman of the Board or to the Secretary of the Company. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.

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Section 6. Organization. The Board of Directors shall have general power to direct the management of the business and affairs of the Company, and may adopt such rules and regulations as they shall deem proper, not inconsistent with law or with these Bylaws, for the conduct of their meetings and for the management of the business and affairs of the Company. Directors need not be stockholders.

Section 7. Compensation. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board, and directors shall be entitled to compensation other than a stated salary in such form and in such amounts as the Board may determine. However, this Bylaw shall not be construed to preclude any director from serving in any other capacity and receiving compensation therefor. Members of the Executive Committee and all other committees may be allowed a fixed sum and expenses of attendance, if any, for attendance at committee meetings, and such other compensation in such forms and in such amounts as the Board may determine.

Section 8. Notice and Qualification of Stockholder Nominees to Board of Directors. Only persons who are nominated in accordance with procedures set forth in this Section 8 shall be qualified for election as Directors. Nominations of persons for election to the Board of Directors of the Company may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the Company entitled to vote for the election of Directors at the meeting who complies with the procedures set forth in this Section 8. In order for persons nominated to the Board of Directors, other than those persons nominated by or at the direction of the Board of Directors, to be qualified to serve on the Board of Directors, such nomination shall be made pursuant to timely notice in writing to the Secretary of the Company. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Company not less than 90 days nor more than 120 days prior to the meeting; provided, however, that in the event that less than 100 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a Director (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the Company which are beneficially owned by such person and (iv) any other information relating to such person that is required to be disclosed in solicitation of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including without limitation such person’s written consent to be named in the proxy statement as a nominee and to serving as a Director if elected); and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the Company’s books, of such stockholder and (ii) the class and number of shares of the Company which are beneficially owned by such stockholder. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a Director shall furnish to the Secretary of the Company that information required to be set forth in a stockholder’s notice of nomination which pertains to the

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nominee. No person shall be qualified for election as a Director of the Company unless nominated in accordance with the procedure set forth in this Section 8. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with procedures prescribed by the Bylaws, and if he should so determine, he shall so declare to the meeting, and the defective nomination shall be disregarded. The Chairman of a meeting shall have absolute authority to decide questions of compliance with the foregoing procedures, and his or her ruling thereon shall be final and conclusive.

ARTICLE III

Committees

Section 1. Executive Committee. The Board of Directors may, by resolution passed by a majority of the whole Board, designate an Executive Committee to consist of three or more of the directors, including the Chairman of the Board ex-officio, one of whom shall be designated Chairman of the Executive Committee. A majority of the members of the Executive Committee shall be non-employee Directors. The Executive Committee shall have and may exercise, so far as may be permitted by law, all of the powers of the Board in the direction of the management of the business and affairs of the Company during the intervals between meetings of the Board of Directors; but the Executive Committee shall not have the power to fill vacancies in the Board, or to change the membership of, or to fill vacancies in, the Executive Committee, or to make or amend bylaws of the Company. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve, the Executive Committee. The Executive Committee may hold meetings and make rules for the conduct of its business and appoint such committees and assistants as it shall from time to time deem necessary. A majority of the members of the Executive Committee shall constitute a quorum. All action of the Executive Committee shall be reported to the Board at its meeting next succeeding such action. Any one or more members of the Executive Committee may participate in a meeting of the Executive Committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 2. Other Committees. The Board of Directors may, in its discretion, by resolution, appoint other committees, composed of two or more members, which shall have and may exercise such powers as shall be conferred or authorized by the resolution appointing them. A majority of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. The Board shall have power at any time to change the membership of any such committee, to fill vacancies, and to discharge any such committee.

Section 3.Committees- General Rules. Each Committee of the Board of Directors shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. Vacancies in the membership of each Committee shall be filled by the Board of Directors at any regular or special meeting of the Board of Directors. A Director who may

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be disqualified, by reason of personal interest, from voting on any particular matter before a meeting of a Committee may nevertheless be counted for the purpose of constituting a quorum of the Committee. At all meetings of a Committee, a majority of the Committee members then in office shall constitute a quorum for the purpose of transacting business, and the acts of a majority of the Committee members present at any meeting at which there is a quorum shall be the acts of the Committee.

ARTICLE IV

Officers

Section 1. Officers. The Board of Directors, as soon as may be after the election of directors held in each year, shall elect a Chairman of the Board of Directors, a Chief Executive Officer, a President, one or more Vice-Presidents, a Secretary, and a Treasurer, and from time to time may appoint such Assistant Secretaries, Assistant Treasurers and such other officers, agents and employees as it may deem proper. Any two of such offices, except that of President and Secretary, may be held by the same person. The Chairman of the Board shall be chosen from among the directors, but no other officer need be a director.

Section 2. Term of Office. The term of office of all officers shall be one year or until their respective successors are chosen and qualified; but at any meeting the Board may suspend or remove any one or more of the officers for a cause satisfactory to the Board, and the action thus taken shall be conclusive. In the event of the suspension of an officer, the Board shall fix the term of such suspension.

Section 3. Powers and Duties. The officers, agents and employees of the Company shall each have such powers and duties in the management of the property and affairs of the Company, subject to the control of the Board of Directors, as generally pertain to their respective offices, as well as such powers and duties as from time to time may be prescribed by the Board of Directors. The Board of Directors may require any such officer, agent or employee to give security for the faithful performance of his duties.

ARTICLE V

Powers to Contract; Indemnification

Section 1. Contracts. All contracts and agreements purporting to be the act of this Company shall be signed by the Chairman of the Board, Chief Executive Officer, President, or by a Vice-President, or by such other officer or other person as may be designated by the Board of Directors or Executive Committee or the Chairman of the Board, Chief Executive Officer, President or by a Vice-President in order that the same shall be binding upon the Company.

Section 2. Indemnification.

a.Actions Involving Directors and Officers. The Company shall indemnify each person who at any time is serving or has served as a director or officer of the Company or at the request of the Company is serving or has served as a director or officer (or in a similar capacity) of

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any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any claim, liability or expense incurred as a result of such service, to the maximum extent permitted by law.

b.Actions Involving Employees or Agents.

1.The Company may, if it deems appropriate, indemnify any person who at any time is or has been an employee or agent of the Company or who at the request of the Company is or has been an employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any claim, liability or expense incurred as a result of such service, to the maximum extent permitted by law or to such lesser extent as the Company, in its discretion, may deem appropriate.

2.To the extent that any person referred to in subsection 2(b) of this Section 2 has been successful, on the merits or otherwise, in the defense of a civil or criminal proceeding arising out of the services referred to therein, he shall be entitled to indemnification as authorized in such subsection.

c.Advance Payment of Expenses. Expenses incurred by a person who is or was a director or officer of the Company or who is or was at the request of the Company serving as a director or officer (or in a similar capacity) of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in defending a civil or criminal action or proceeding shall be paid by the Company in advance of the final disposition of such action or proceeding, and expenses incurred by a person who is or was an employee or agent of the Company or who is or was at the request of the Company serving as an employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in defending a civil or criminal action or proceeding may be paid by the Company in advance of the final disposition of such action or proceeding as authorized by the Board of Directors, in either case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amounts as, and to the extent, required by law.

d.Not exclusive. The indemnification and advancement of expenses provided or permitted by this Section 2 shall not be deemed exclusive of any other rights to which any person who is or was a director, officer, employee or agent of the Company or who is or was at the request of the Company serving as a director or officer (or in a similar capacity), employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise may be entitled, whether pursuant to the Company’s Certificate of Incorporation, Bylaws, the terms of any resolution of the shareholders or Board of Directors of the Company, any agreement or contract or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

e.Indemnification Agreements Authorized. Without limiting the other provisions of this Section 2, the Company is authorized from time to time to enter into agreements with any director, officer, employee or agent of the Company or with any person who at the request

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of the Company is serving as a director or officer (or in a similar capacity), employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, providing such rights of indemnification as the Board of Directors may deem appropriate, up to the maximum extent permitted by law; provided that any such agreement with a director or officer of the Company shall not provide for indemnification of such director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. Any such agreement entered into by the Company with a director may be authorized by the other directors, and such authorization shall not be invalid on the basis that similar agreements may have been or may thereafter be entered into with such other directors.

f.Insurance. The Company may purchase and maintain insurance to indemnify itself or any person who is or was a director, officer, employee or agent of the Company or who is or was at the request of the Company serving as a director or officer (or in a similar capacity), employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the maximum extent allowed by law, whether or not the Company would have the power to indemnify such person under the provisions of this Section 2.

g.Certain Definitions. For the purposes of this Section 2:

1.Any director or officer of the Company who shall serve as a director or officer (or in a similar capacity), employee or agent of any other corporation, partnership, joint venture, trust or other enterprise of which the Company, directly or indirectly, is or was the owner of a majority of either the outstanding equity interests or the outstanding voting stock (or comparable interests) shall be deemed to be serving as such director or officer (or in a similar capacity), employee or agent at the request of the Company, unless the Board of Directors of the Company shall determine otherwise. In all other instances where any person shall serve as a director or officer (or in a similar capacity), employee or agent of another corporation, partnership, joint venture, trust or other enterprise of which the Company is or was a stockholder or creditor, or in which it is or was otherwise interested, if it is not otherwise established that such person is or was serving as such director or officer (or in a similar capacity), employee or agent at the request of the Company, the Board of Directors of the Company may determine whether such service is or was at the request of the Company, and it shall not be necessary to show any actual or prior request for such service.

2.A corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted

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by a person with respect to an employee benefit plan in the performance of such person’s duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation.

3.References to a corporation include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director or officer (or in a similar capacity), employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall stand in the same position under the provisions of this Section 2 with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

h.Survival. Any indemnification rights provided under or granted pursuant to this Section 2 shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Indemnification rights provided under or granted pursuant to this Section 2 shall survive amendment or repeal of this Section 2 with respect to any acts or omissions occurring prior to such amendment or repeal and persons to whom such indemnification rights are given shall be entitled to rely upon such indemnification rights as a binding contract with the Company.

ARTICLE VI

Capital Stock

Section 1. Stock Certificates. The interest of each stockholder shall be evidenced by a certificate or certificates for shares of stock of the Company in such form as the Board of Directors may from time to time prescribe. The certificates of stock shall be signed by the Chairman of the Board or the Chief Executive Officer or the President or a Vice-President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and sealed with the seal of the Company, and shall be countersigned and registered in such manner, if any, as the Board may by resolution prescribe; provided that, in case such certificates are required by such resolution to be signed by a Transfer Agent or Transfer Clerk and by a Registrar, the signatures of the Chairman of the Board or the Chief Executive Officer or the President or a Vice-President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and the seal of the Company upon such certificates may be facsimiles, engraved or printed.

Section 2. Transfers. Shares in the capital stock of the Company shall be transferred only on the books of the Company, by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Company or its agents may reasonably require.

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Section 3. Lost or Destroyed Stock Certificates. No certificates for shares of stock of the Company shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of such evidence of the loss, theft or destruction and upon indemnification of the Company and its agents to such extent and in such manner as the Board of Directors may from time to time prescribe.

ARTICLE VII

Checks, Notes, etc.

All checks and drafts on the Company’s bank accounts and all bills of exchange and promissory notes and all acceptances, obligations and other instruments for the payment of money, shall be signed by the Chairman of the Board, Chief Executive Officer, President, or a Vice-President, or the Treasurer, or by such other officer or officers or agent or agents as shall be thereunto authorized from time to time by the Board of Directors.

ARTICLE VIII

Fiscal Year

The fiscal year of the Company shall be determined as ending on the Saturday nearest to each January thirty-first, and each ensuing fiscal year shall commence on the day following the ending date of the immediately preceding fiscal year as so determined.

ARTICLE IX

Corporate Seal

The corporate seal shall have inscribed thereon the name of the Company and the words “New York”, arranged in a circular form around the words and figures “Corporate Seal 1913”. In lieu of the corporate seal, a facsimile thereof may be impressed or affixed or reproduced.

ARTICLE X

Amendments

The Bylaws of the Company may be amended, added to, rescinded or repealed at any meeting of the stockholders by the vote of the holders of record of shares entitled in the aggregate to more than a majority of the number of votes which could at the time be cast by the holders of all shares of the capital stock of the Company then outstanding and entitled to vote if all such holders were present or represented at the meeting, provided notice of the proposed change is given in the notice of the meeting. The Board of Directors may from time to time, by vote of a majority of the Board, amend these Bylaws or make additional bylaws for the Company at any regular or special meeting at which notice of the proposed change is given, subject, however, to the power of the stockholders to alter, amend, or repeal any bylaws made by the Board of Directors.

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EX-10.01

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.

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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:

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(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:

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(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.

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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.

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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.

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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.

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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.

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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:

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