BROWN SHOE COMPANY, INC.

EXECUTIVE COMMITTEE CHARTER

 

A. Name

There shall be a committee of the Board which shall be called the Executive Committee.

 

B. Purpose

The Executive Committee shall have and may exercise, so far as may be permitted by law, the Company's Bylaws and this Charter, 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.

 

C. Committee Membership

The Executive Committee shall consist of no fewer than three members, including the Chairman of the Board ex-officio. The Board shall appoint the members of the Executive Committee, considering the recommendation of the Governance and Nominating Committee, and further considering the views of the Chairman of the Board and the Chief Executive Officer, as appropriate. A majority of the members of the Executive Committee shall be non-employee Directors. The members of the Executive Committee shall serve until their successors are appointed. The Board shall have the power at any time to change the membership of the Executive Committee and to fill vacancies in it.

 

D. Authority, Duties and Responsibilities

The Executive Committee may exercise all of the powers and duties 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, as set forth in this Charter and as may be limited by the Company's Certificate of Incorporation and Bylaws or by law. This Charter supercedes any and all resolutions of the Board limiting the Executive Committee's authority, duties and responsibilities.

The Executive Committee shall not have the power to:

The Executive Committee specifically has the power to

Except as expressly provided in this Charter or the Bylaws of the Company or the Corporate Governance Guidelines of the Company, the Executive Committee shall fix its own rules of procedure. The Executive Committee shall make report to the Board on its activities.

The Executive Committee shall review and reassess the adequacy of this Charter as necessary and recommend any proposed changes to the Board for approval. The Executive Committee may form and delegate authority to subcommittees when appropriate.