CHANGE OF CONTROL
 
                         EMPLOYMENT AGREEMENT
 
 
                  AGREEMENT  by and  between  The  Stride  Rite  Corporation,  a
Massachusetts  corporation (the "Company"),  and (the "Executive"),  dated as of
the 12th day of February, 1998.
 
                  The Board of  Directors  of the  Company  (the  "Board"),  has
determined that it is in the best interests of the Company and its  shareholders
to assure that the Company will have the continued  dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined  below) of the Company.  The Board believes it is imperative to diminish
the  inevitable   distraction  of  the  Executive  by  virtue  of  the  personal
uncertainties and risks created by a pending or threatened Change of Control and
to encourage  the  Executive's  full  attention  and  dedication  to the Company
currently and in the event of any threatened or pending  Change of Control,  and
to provide the Executive  with  compensation  and benefits  arrangements  upon a
Change of Control which ensure that the compensation  and benefits  expectations
of the Executive will be satisfied and which are competitive with those of other
corporations.  Therefore, in order to accomplish these objectives, the Board has
caused the Company to enter into this Agreement.
 
                  NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
 
                  1. Certain  Definitions.  (a) The "Effective  Date" shall mean
the first date during the Change of Control  Period (as defined in Section 1(b))
on which a Change of Control (as defined in Section 2) occurs.  Anything in this
Agreement to the contrary notwithstanding,  if a Change of Control occurs and if
the Executive's employment with the Company is terminated within 18-months prior
to the date on which  the  Change of  Control  occurs,  and if it is  reasonably
demonstrated by the Executive that such termination of employment (i) was at the
request of a third party who has taken steps  reasonably  calculated to effect a
Change of Control or (ii) otherwise  arose in connection with or anticipation of
a Change of Control,  then for all  purposes of this  Agreement  the  "Effective
Date" shall mean the date  immediately  prior to the date of such termination of
employment.
 
                  (b) The  "Change  of  Control  Period"  shall  mean the period
commencing on the date hereof and ending on the second  anniversary  of the date
hereof;  provided,  however, that commencing on the date one year after the date
hereof,  and on each annual  anniversary of such date (such date and each annual
anniversary  thereof shall be  hereinafter  referred to as the "Renewal  Date"),
unless   previously   terminated,   the  Change  of  Control   Period  shall  be
automatically  extended so as to  terminate  two years from such  Renewal  Date,
unless at least 60 days prior to the Renewal Date the Company  shall give notice
to the  Executive  that the Change of Control  Period  shall not be so extended.
Notwithstanding the foregoing,  the Company reserves the right to terminate this
Agreement without notice in connection with any substantial change in the duties
or  responsibilities  of the  Executive  to  those  deemed  by the  Board as not
consistent with or appropriate to a key managerial  position within the Company;
provided,  that such termination of this Agreement is not in connection with, in
anticipation of, or following a Change of Control.
 
                  2.       Change of Control.  For the purpose of this
Agreement, a "Change of Control" shall mean:
 
                  (a) The acquisition by any individual, entity or group (within
         the meaning of Section 13(d)(3) or 14(d)(2) of the Securities  Exchange
         Act  of  1934,  as  amended  (the  "Exchange  Act"))  (a  "Person")  of
         beneficial  ownership  (within  the  meaning of Rule 13d-3  promulgated
         under  the  Exchange  Act)  of 20% or  more  of  either  (i)  the  then
         outstanding  shares of common  stock of the Company  (the  "Outstanding
         Company  Common  Stock") or (ii) the combined  voting power of the then
         outstanding voting securities of the Company entitled to vote generally
         in  the  election  of  directors  (the   "Outstanding   Company  Voting
         Securities");  provided,  however, that for purposes of this subsection
         (a),  the  following  acquisitions  shall  not  constitute  a Change of
         Control:  (i) any  acquisition  directly  from  the  Company,  (ii) any
         acquisition  by the  Company,  (iii) any  acquisition  by any  employee
         benefit plan (or related trust)  sponsored or maintained by the Company
         or any  corporation  controlled  by the Company,  (iv) any  acquisition
         pursuant to a  transaction  which  complies  with clauses (i), (ii) and
         (iii) of  subsection  (c) of this Section 2 or (v) any  acquisition  of
         less than 25% of the  Outstanding  Common Stock or Outstanding  Company
         Voting  Securities by a Person who certifies  that such  securities are
         not being  acquired  or held for the  purpose  of and will not have the
         effect of  changing or  influencing  the control of the Company and are
         not  being  acquired  in  connection  with or as a  participant  in any
         transaction  having  such  purpose or effect,  only for so long as such
         Person can continue to make such certification; or
 
                  (b)  Individuals  who, as of the date hereof,  constitute  the
         Board (the  "Incumbent  Board")  cease for any reason to  constitute at
         least a majority of the Board;  provided,  however, that any individual
         becoming a director  subsequent to the date hereof whose  election,  or
         nomination for election by the Company's shareholders,  was approved by
         a vote of at least a majority  of the  directors  then  comprising  the
         Incumbent  Board shall be considered as though such  individual  were a
         member of the Incumbent  Board,  but excluding,  for this purpose,  any
         such individual  whose initial  assumption of office occurs as a result
         of an  actual  or  threatened  election  contest  with  respect  to the
         election  or  removal  of  directors  or  other  actual  or  threatened
         solicitation  of proxies or consents by or on behalf of a Person  other
         than the Board; or
 
                  (c) Consummation by the Company of a reorganization, merger or
         consolidation or sale or other  disposition of all or substantially all
         of the assets of the  Company or the  acquisition  of assets of another
         entity (a "Business Combination"), in each case, unless, following such
         Business  Combination,  (i) all or substantially all of the individuals
         and  entities  who were the  beneficial  owners,  respectively,  of the
         Outstanding   Company  Common  Stock  and  Outstanding  Company  Voting
         Securities immediately prior to such Business Combination  beneficially
         own, directly or indirectly,  more than 60% of, respectively,  the then
         outstanding shares of common stock and the combined voting power of the
         then outstanding  voting  securities  entitled to vote generally in the
         election of directors, as the case may be, of the corporation resulting
         from  such  Business  Combination  (including,  without  limitation,  a
         corporation  which as a result of such  transaction owns the Company or
         all or  substantially  all of the Company's  assets either  directly or
         through one or more subsidiaries) in substantially the same proportions
         as their ownership,  immediately prior to such Business  Combination of
         the  Outstanding  Company Common Stock and  Outstanding  Company Voting
         Securities,  as the case may be, (ii) no Person (excluding any employee
         benefit  plan (or  related  trust) of the  Company or such  corporation
         resulting from such Business  Combination)  beneficially owns, directly
         or  indirectly,  20% or more of,  respectively,  the  then  outstanding
         shares of common stock of the corporation  resulting from such Business
         Combination or the combined voting power of the then outstanding voting
         securities of such corporation except to the extent that such ownership
         existed prior to the Business Combination and (iii) at least a majority
         of the members of the board of directors of the  corporation  resulting
         from such Business  Combination  were members of the Incumbent Board at
         the time of the execution of the initial agreement, or of the action of
         the Board, providing for such Business Combination; or
 
                  (d)  Approval by the shareholders of the Company of a complete
         liquidation or dissolution of the Company.
 
                  3.  Employment  Period.  The Company hereby agrees to continue
the Executive in its employ,  and the  Executive  hereby agrees to remain in the
employ of the Company subject to the terms and conditions of this Agreement, for
the period commencing on the Effective Date and ending on the second anniversary
of such date (the "Employment Period").
 
                  4.       Terms of Employment.  (a)  Position and Duties.  (i)
During the Employment Period, (A) the Executive's position (including status,
offices, titles and reporting requirements), authority, duties and
responsibilities shall be at least commensurate in all material respects with
the most significant of those held, exercised and assigned to the Executive at
any time during the 120-day period immediately preceding the Effective Date and
(B) the Executive's services shall be performed at the location where the
Executive was employed immediately preceding the Effective Date or any office
or location less than 40 miles from such location.
 
                           (ii)     During the Employment Period, and excluding
any periods of vacation and sick leave to which the  Executive is entitled,  the
Executive agrees to devote reasonable  attention and time during normal business
hours to the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities  assigned to the Executive hereunder,  to use the
Executive's  reasonable best efforts to perform  faithfully and efficiently such
responsibilities.  During the  Employment  Period it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate,  civic or charitable
boards or committees,  (B) deliver  lectures,  fulfill  speaking  engagements or
teach at educational  institutions and (C) manage personal investments,  so long
as such  activities do not  significantly  interfere with the performance of the
Executive's  responsibilities  as an employee of the Company in accordance  with
this  Agreement.  It is expressly  understood and agreed that to the extent that
any such  activities have been conducted by the Executive prior to the Effective
Date,  the continued  conduct of such  activities  (or the conduct of activities
similar in nature and scope thereto)  subsequent to the Effective Date shall not
thereafter  be deemed  to  interfere  with the  performance  of the  Executive's
responsibilities to the Company.
 
                  (b)  Compensation.  (i) Base  Salary.  During  the  Employment
Period,  the  Executive  shall  receive  an annual  base  salary  ("Annual  Base
Salary"),  which shall be paid at a monthly rate, at least equal to twelve times
the highest monthly base salary paid or payable, including any base salary which
has been earned but deferred, to the Executive by the Company and its affiliated
companies in respect of the twelve-month period immediately  preceding the month
in which the Effective  Date occurs.  During the Employment  Period,  the Annual
Base  Salary  shall be  reviewed  no more than 12 months  after the last  salary
increase  awarded to the Executive prior to the Effective Date and thereafter at
least  annually.  Any increase in Annual Base Salary shall not serve to limit or
reduce any other  obligation to the Executive under this Agreement.  Annual Base
Salary  shall not be reduced  after any such  increase  and the term Annual Base
Salary as  utilized  in this  Agreement  shall refer to Annual Base Salary as so
increased.  As used in this Agreement,  the term  "affiliated  companies"  shall
include any company  controlled by, controlling or under common control with the
Company.
 
                           (ii)     Annual Bonus.  In addition to Annual Base
Salary,  the Executive shall be awarded,  for each fiscal year ending during the
Employment  Period,  an annual bonus (the "Annual Bonus") in cash at least equal
to  the  Executive's   target  bonus  under  the  Company's   Annual   Incentive
Compensation  Plan,  or any  comparable  target bonus under any  predecessor  or
successor plan (the "Annual Bonus Plan"), for the last full fiscal year prior to
the Effective Date (the "Target Bonus"). Each such Annual Bonus shall be paid no
later than the end of the third  month of the  fiscal  year next  following  the
fiscal year for which the Annual Bonus is awarded,  unless the  Executive  shall
elect to defer the receipt of such Annual Bonus.
 
                           (iii)    Incentive, Savings and Retirement Plans.
During the Employment  Period, the Executive shall be entitled to participate in
all incentive,  savings and retirement plans,  practices,  policies and programs
applicable  generally to other peer executives of the Company and its affiliated
companies,  but in no event shall such plans,  practices,  policies and programs
provide the Executive  with  incentive  opportunities  (measured with respect to
both regular and special  incentive  opportunities,  to the extent, if any, that
such distinction is applicable),  savings  opportunities and retirement  benefit
opportunities,  in each case,  less favorable,  in the aggregate,  than the most
favorable of those provided by the Company and its affiliated  companies for the
Executive under such plans, practices, policies and programs as in effect at any
time during the 120-day  period  immediately  preceding the Effective Date or if
more favorable to the Executive,  those provided generally at any time after the
Effective  Date to other  peer  executives  of the  Company  and its  affiliated
companies.  Notwithstanding  any  provision  of  the  Company's  1975  Executive
Incentive  Stock  Purchase Plan (the "1975 Plan"),  restrictions  on the sale or
disposition,  and obligations to offer to resell to the Company, to which common
stock of the Company issued to the Executive upon exercise of rights to purchase
common stock  ("Rights")  granted  under such plan are subject  shall be removed
immediately  prior to the Change of Control and all such shares of common  stock
shall be declared to be free and clear of all such restrictions and obligations.
 
                           (iv)     Welfare Benefit Plans.  During the
Employment Period, the Executive and/or the Executive's  family, as the case may
be, shall be eligible for  participation in and shall receive all benefits under
welfare benefit plans, practices,  policies and programs provided by the Company
and  its  affiliated   companies   (including,   without  limitation,   medical,
prescription, dental, disability, salary continuance, employee life, group life,
accidental death and travel accident insurance plans and programs) to the extent
applicable  generally to other peer executives of the Company and its affiliated
companies,  but in no event shall such plans,  practices,  policies and programs
provide the Executive with benefits which are less favorable,  in the aggregate,
than the most  favorable  of such plans,  practices,  policies  and  programs in
effect for the  Executive  at any time  during the  120-day  period  immediately
preceding  the  Effective  Date or, if more  favorable to the  Executive,  those
provided generally at any time after the Effective Date to other peer executives
of the Company and its affiliated companies.
 
                           (v)      Expenses.  During the Employment Period, the
Executive shall be entitled to receive prompt  reimbursement  for all reasonable
expenses  incurred  by the  Executive  in  accordance  with the  most  favorable
policies,  practices and procedures of the Company and its affiliated  companies
in effect for the  Executive at any time during the 120-day  period  immediately
preceding  the  Effective  Date or, if more  favorable to the  Executive,  as in
effect generally at any time thereafter with respect to other peer executives of
the Company and its affiliated companies.
 
                           (vi)     Fringe Benefits.  During the Employment
Period, the Executive shall be entitled to fringe benefits,  including,  without
limitation,  tax and financial planning services, and, if applicable,  use of an
automobile  and  payment  of  related  expenses,  in  accordance  with  the most
favorable  plans,  practices,  programs  and  policies  of the  Company  and its
affiliated  companies in effect for the Executive at any time during the 120-day
period  immediately  preceding the Effective  Date or, if more  favorable to the
Executive,  as in effect  generally at any time thereafter with respect to other
peer executives of the Company and its affiliated companies.
 
                           (vii)    Office and Support Staff.  During the
Employment  Period, the Executive shall be entitled to an office or offices of a
size and with  furnishings  and other  appointments,  and to exclusive  personal
secretarial  and other  assistance,  at least equal to the most favorable of the
foregoing provided to the Executive by the Company and its affiliated  companies
at any time during the 120-day period  immediately  preceding the Effective Date
or, if more  favorable  to the  Executive,  as  provided  generally  at any time
thereafter  with  respect  to  other  peer  executives  of the  Company  and its
affiliated companies.
 
                           (viii)Vacation.  During the Employment Period, the
Executive  shall  be  entitled  to paid  vacation  in  accordance  with the most
favorable  plans,  policies,  programs  and  practices  of the  Company  and its
affiliated  companies  as in effect  for the  Executive  at any time  during the
120-day period immediately preceding the Effective Date or, if more favorable to
the Executive,  as in effect  generally at any time  thereafter  with respect to
other peer executives of the Company and its affiliated companies.
 
                  5.  Termination  of Employment.  (a) Death or Disability.  The
Executive's employment shall terminate  automatically upon the Executive's death
during the Employment  Period. If the Company  determines in good faith that the
Disability of the Executive has occurred during the Employment  Period (pursuant
to the definition of Disability  set forth below),  it may give to the Executive
written  notice  in  accordance  with  Section  12(b) of this  Agreement  of its
intention  to  terminate  the  Executive's   employment.   In  such  event,  the
Executive's  employment with the Company shall  terminate  effective on the 30th
day after receipt of such notice by the  Executive  (the  "Disability  Effective
Date"),  provided  that,  within the 30 days after such  receipt,  the Executive
shall not have returned to full-time  performance of the Executive's duties. For
purposes of this Agreement, "Disability" shall mean the absence of the Executive
from the  Executive's  duties  with the  Company  on a  full-time  basis for 180
consecutive  business days as a result of  incapacity  due to mental or physical
illness which is determined to be total and permanent by a physician selected by
the Company or its insurers and  acceptable to the Executive or the  Executive's
legal  representative.  During any period prior to the Disability Effective Date
that the Executive fails to perform the Executive's duties hereunder as a result
of incapacity due to physical or mental illness, the Executive shall continue to
receive the Annual Base  Salary then in effect and all  compensation,  including
under the Annual  Bonus Plan and any  incentive  compensation  plan or  program,
otherwise payable during such period.
 
                  (b)      Cause.  The Company may terminate the Executive's
employment during the Employment Period for Cause.  For purposes of this
Agreement, "Cause" shall mean:
 
                           (i)  the  willful  and   continued   failure  of  the
         Executive  to perform  substantially  the  Executive's  duties with the
         Company or one of its affiliates (other than any such failure resulting
         from  incapacity  due to physical or mental  illness),  after a written
         demand for substantial performance is delivered to the Executive by the
         Board or the Chief Executive Officer of the Company which  specifically
         identifies  the  manner in which the Board or Chief  Executive  Officer
         believes  that  the  Executive  has  not  substantially  performed  the
         Executive's duties, or
 
                           (ii) the willful engaging by the Executive in illegal
         conduct  or gross  misconduct  which  is  materially  and  demonstrably
         injurious to the Company.
 
For  purposes  of this  provision,  no act or failure to act, on the part of the
Executive,  shall be  considered  "willful"  unless it is done, or omitted to be
done,  by the  Executive  in bad faith or  without  reasonable  belief  that the
Executive's  action or omission was in the best  interests  of the Company.  Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive  Officer or
a senior  officer of the  Company  or based  upon the advice of counsel  for the
Company shall be conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interests of the Company.  The cessation
of employment  of the  Executive  shall not be deemed to be for Cause unless and
until there shall have been  delivered  to the  Executive a copy of a resolution
duly  adopted by the  affirmative  vote of not less than  three-quarters  of the
entire  membership  of the Board at a meeting  of the Board  called and held for
such  purpose  (after  reasonable  notice is provided to the  Executive  and the
Executive is given an opportunity, together with counsel, to be heard before the
Board),  finding that, in the good faith opinion of the Board,  the Executive is
guilty  of the  conduct  described  in  subparagraph  (i)  or  (ii)  above,  and
specifying the particulars thereof in detail.
 
                  (c)      Good Reason.  The Executive's employment may be
terminated by the Executive for Good Reason.  For purposes of this Agreement,
"Good Reason" shall mean:
 
                           (i) the  assignment  to the  Executive  of any duties
         inconsistent  in any respect with the Executive's  position  (including
         status, offices, titles and reporting requirements),  authority, duties
         or  responsibilities as contemplated by Section 4(a) of this Agreement,
         or any other action by the Company  which  results in a  diminution  in
         such position,  authority,  duties or  responsibilities,  excluding for
         this  purpose an isolated,  insubstantial  and  inadvertent  action not
         taken in bad faith and which is remedied by the Company  promptly after
         receipt of notice thereof given by the Executive;
 
                           (ii) any failure by the Company to comply with any of
         the  provisions  of  Section  4(b) of  this  Agreement,  other  than an
         isolated,  insubstantial  and inadvertent  failure not occurring in bad
         faith and which is remedied by the Company  promptly  after  receipt of
         notice thereof given by the Executive;
 
                           (iii) the  Company's  requiring  the  Executive to be
         based at any  office or  location  other  than as  provided  in Section
         4(a)(i)(B) hereof or the Company's requiring the Executive to travel on
         Company  business  to a  substantially  greater  extent  than  required
         immediately prior to the Effective Date;
 
                           (iv)     any purported termination by the Company of
         the Executive's employment otherwise than as expressly permitted by
         this Agreement; or
 
                           (v)      any failure by the Company to comply with
         and satisfy Section 11(c) of this Agreement.
 
For purposes of this Section 5(c), any good faith determination of "Good Reason"
made by the Executive shall be conclusive.
 
                  (d) Notice of Termination.  Any termination by the Company for
Cause,  or by the Executive for Good Reason,  shall be communicated by Notice of
Termination to the other party hereto given in accordance  with Section 12(b) of
this Agreement.  For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination  provision in this
Agreement relied upon, (ii) to the extent  applicable,  sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the  Executive's  employment  under the  provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than thirty
days after the giving of such  notice).  The  failure  by the  Executive  or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes  to a showing of Good  Reason or Cause  shall not waive any right of
the Executive or the Company, respectively,  hereunder or preclude the Executive
or the  Company,  respectively,  from  asserting  such fact or  circumstance  in
enforcing the Executive's or the Company's rights hereunder.
 
                  (e) Date of Termination.  "Date of  Termination"  means (i) if
the  Executive's  employment is  terminated by the Company for Cause,  or by the
Executive for Good Reason,  the date of receipt of the Notice of  Termination or
any later date specified  therein,  as the case may be, (ii) if the  Executive's
employment is terminated by the Company other than for Cause or Disability,  the
date on which the Company  notifies the Executive of such  termination and (iii)
if the  Executive's  employment is terminated by reason of death or  Disability,
the date of death of the Executive or the Disability Effective Date, as the case
may be.
 
                  6.       Obligations of the Company upon Termination.  (a)
Good Reason; Other Than for Cause, Death or Disability.  If, during the
Employment Period, the Company shall terminate the Executive's employment other
than for Cause or Disability or the Executive shall terminate employment for
Good Reason:
 
                           (i) the Company  shall pay to the Executive in a lump
         sum in cash within 30 days after the Date of Termination  the aggregate
         of the following amounts:
 
                                    A.  the  sum of (1) the  Executive's  Annual
                  Base Salary through the Date of Termination  and any incentive
                  compensation  earned by the  Executive  for any  period  ended
                  prior to the Date of  Termination  under the Company's  Annual
                  Incentive   Compensation   Plan   or   any   other   incentive
                  compensation  plan or program of the Company to the extent not
                  theretofore  paid, (2) the product of (x) the Target Bonus and
                  (y) a fraction,  the  numerator of which is the number of days
                  in the current  fiscal year  through the Date of  Termination,
                  and the  denominator of which is 365 and (3) any  compensation
                  previously  deferred  by  the  Executive  (together  with  any
                  accrued interest or earnings thereon) and any accrued vacation
                  pay, in each case to the extent not theretofore  paid (the sum
                  of the amounts described in clauses (1), (2), and (3) shall be
                  hereinafter referred to as the "Accrued Obligations"); and
 
                                     B. the amount  equal to the  product of (1)
                  two and (2) the sum of (x) the Executive's Annual Base Salary,
                  (y) the  Target  Bonus  and  (z)  "Dividend  Equivalents"  (as
                  defined in the 1975 Plan) on vested and  unvested  Rights held
                  by the  Executive  under  such plan  immediately  prior to the
                  Change of Control,  assuming that the dividend for purposes of
                  calculating  the  Dividend  Equivalents  is  the  same  as the
                  aggregate  dividend paid on the Company's common stock for the
                  last full year prior to the Change of Control; and
 
                                    C. an amount equal to the difference between
                  (a)  the  aggregate  benefit  under  the  Company's  qualified
                  defined   benefit   retirement   plans   (collectively,    the
                  "Retirement  Plan")  and any  excess or  supplemental  defined
                  benefit  retirement plans in which the Executive  participates
                  (collectively,  the  "SERP")  which the  Executive  would have
                  accrued (whether or not vested) if the Executive's  employment
                  had continued for two years after the Date of Termination  and
                  (b) the actual vested benefit,  if any, of the Executive under
                  the Retirement Plan and the SERP, determined as of the Date of
                  Termination  (with the foregoing  amounts to be computed on an
                  actuarial  present value basis,  based on the assumption  that
                  the  Executive's   compensation  in  each  of  the  two  years
                  following  such  termination  would have been that required by
                  Section  4(b)(i) and  Section  4(b)(ii),  and using  actuarial
                  assumptions  no less  favorable to the Executive than the most
                  favorable of those in effect for purposes of computing benefit
                  entitlements  under  the  Retirement  Plan and the SERP at any
                  time from the day before the Effective  Date) through the Date
                  of Termination;
 
                           (ii) for two  years  after  the  Executive's  Date of
         Termination,  or such longer  period as may be provided by the terms of
         the appropriate plan,  program,  practice or policy,  the Company shall
         continue  benefits to the Executive  and/or the  Executive's  family at
         least  equal  to  those  which  would  have  been  provided  to them in
         accordance with the plans,  programs,  practices and policies described
         in Section 4(b)(iv) of this Agreement if the Executive's employment had
         not been terminated (and at a cost to the Executive no greater than the
         cost  to the  Executive  under  such  plans,  programs,  practices  and
         policies)  or,  if  more  favorable  to  the  Executive,  as in  effect
         generally at any time  thereafter with respect to other peer executives
         of the  Company  and  its  affiliated  companies  and  their  families,
         provided,  however,  that  if the  Executive  becomes  reemployed  with
         another  employer and is eligible to receive  medical or other  welfare
         benefits  under another  employer-provided  plan, the medical and other
         welfare benefits  described herein shall be secondary to those provided
         under such other plan during such applicable period of eligibility;
 
                           (iii)  the  Company  shall,  at its sole  expense  as
         incurred, provide the Executive with outplacement services for one-year
         following the Executive's Date of Termination the scope and provider of
         which shall be pursuant to the Company's  outplacement policy in effect
         during the 120-day period immediately preceding the Effective Date; and
 
                           (iv) to the extent not theretofore  paid or provided,
         the  Company  shall  timely pay or provide to the  Executive  any other
         amounts  or  benefits  required  to be paid or  provided  or which  the
         Executive  is eligible to receive  under any plan,  program,  policy or
         practice  or contract or  agreement  of the Company and its  affiliated
         companies  (such  other  amounts  and  benefits  shall  be  hereinafter
         referred to as the "Other Benefits").
 
                  (b) Death.  If the  Executive's  employment  is  terminated by
reason of the  Executive's  death during the Employment  Period,  this Agreement
shall   terminate   without  further   obligations  to  the  Executive's   legal
representatives  under  this  Agreement,  other  than  for  payment  of  Accrued
Obligations  and the timely  payment or  provision  of Other  Benefits.  Accrued
Obligations  shall  be  paid  to  the  Executive's  estate  or  beneficiary,  as
applicable,  in a lump sum in cash  within  30 days of the Date of  Termination.
With respect to the  provision  of Other  Benefits,  the term Other  Benefits as
utilized  in this  Section  6(b)  shall  include,  without  limitation,  and the
Executive's estate and/or  beneficiaries shall be entitled to receive,  benefits
at least  equal to the most  favorable  benefits  provided  by the  Company  and
affiliated  companies to the estates and beneficiaries of peer executives of the
Company and such affiliated companies under such plans, programs,  practices and
policies relating to death benefits,  if any, as in effect with respect to other
peer  executives and their  beneficiaries  at any time during the 120-day period
immediately   preceding  the  Effective  Date  or,  if  more  favorable  to  the
Executive's  estate and/or the  Executive's  beneficiaries,  as in effect on the
date of the  Executive's  death with  respect to other  peer  executives  of the
Company and its affiliated companies and their beneficiaries.
 
                  (c) Disability. If the Executive's employment is terminated by
reason  of  the  Executive's  Disability  during  the  Employment  Period,  this
Agreement shall terminate  without further  obligations to the Executive,  other
than for payment of Accrued  Obligations  and the timely payment or provision of
Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum
in cash within 30 days of the Date of Termination. With respect to the provision
of Other  Benefits,  the term Other  Benefits as utilized in this  Section  6(c)
shall  include,  and the  Executive  shall  be  entitled  after  the  Disability
Effective  Date to receive,  disability and other benefits at least equal to the
most  favorable of those  generally  provided by the Company and its  affiliated
companies to disabled  executives  and/or their families in accordance with such
plans,  programs,  practices and policies relating to disability,  if any, as in
effect generally with respect to other peer executives and their families at any
time during the 120-day period  immediately  preceding the Effective Date or, if
more favorable to the Executive and/or the Executive's  family,  as in effect at
any time  thereafter  generally  with  respect to other peer  executives  of the
Company and its affiliated companies and their families.
 
                  (d) Cause;  Other  than for Good  Reason.  If the  Executive's
employment  shall be terminated  for Cause during the  Employment  Period,  this
Agreement  shall terminate  without  further  obligations to the Executive other
than the  obligation to pay to the Executive (x) the Annual Base Salary  through
the Date of Termination,  (y) the amount of any compensation previously deferred
by the Executive, and (z) Other Benefits, in each case to the extent theretofore
unpaid. If the Executive voluntarily terminates employment during the Employment
Period,  excluding a termination for Good Reason, this Agreement shall terminate
without further obligations to the Executive, other than for Accrued Obligations
and the timely payment or provision of Other Benefits. In such case, all Accrued
Obligations  shall be paid to the Executive in a lump sum in cash within 30 days
of the Date of Termination.
 
                  7. Non-exclusivity of Rights.  Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any plan,
program,  policy or practice  provided  by the Company or any of its  affiliated
companies  and for which the  Executive  may  qualify,  nor,  subject to Section
12(f),  shall  anything  herein  limit or  otherwise  affect  such rights as the
Executive  may have under any contract or  agreement  with the Company or any of
its  affiliated  companies.  Amounts  which  are  vested  benefits  or which the
Executive is otherwise entitled to receive under any plan,  policy,  practice or
program  of or  any  contract  or  agreement  with  the  Company  or  any of its
affiliated  companies  at or  subsequent  to the  Date of  Termination  shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement.
 
                  8. Full  Settlement;  Legal Fees. The Company's  obligation to
make the payments  provided for in this  Agreement  and otherwise to perform its
obligations  hereunder  shall  not be  affected  by any  set-off,  counterclaim,
recoupment,  defense or other claim,  right or action which the Company may have
against the Executive or others. In no event shall the Executive be obligated to
seek  other  employment  or take any other  action by way of  mitigation  of the
amounts  payable to the Executive  under any of the provisions of this Agreement
and except as specifically provided in Section 6(a)(ii),  such amounts shall not
be reduced whether or not the Executive  obtains other  employment.  The Company
agrees to pay as incurred,  to the full extent  permitted by law, all legal fees
and expenses which the Executive may reasonably incur as a result of any contest
(regardless of the outcome  thereof) by the Company,  the Executive or others of
the  validity or  enforceability  of, or  liability or  entitlement  under,  any
provision of this  Agreement or any guarantee of  performance  thereof  (whether
such contest is between the Company and the Executive or between  either of them
and any third party,  and  including as a result of any contest by the Executive
about the amount of any payment pursuant to this  Agreement),  plus in each case
interest on any delayed  payment at the applicable  Federal rate provided for in
Section  7872(f)(2)(A)  of the Internal  Revenue  Code of 1986,  as amended (the
"Code").
 
                  9.       Certain Additional Payments by the Company.
 
                  (a)    Anything   in   this    Agreement   to   the   contrary
notwithstanding,  in the event it shall be determined  that any payment,  award,
benefit or distribution (or any  acceleration or vesting of any payment,  award,
benefit or distribution)  by the Company (or any of its affiliated  entities) or
by any entity which  effectuates  a Change of Control (or any of its  affiliated
entities) to or for the benefit of the Executive  (whether pursuant to the terms
of this Agreement or otherwise,  but determined without regard to any additional
payments  required  under this Section 9) (a "Payment")  would be subject to the
excise tax imposed by Section 4999 of the Code or any  corresponding  provisions
of state or local tax laws,  or any  interest or  penalties  are incurred by the
Executive  with respect to such excise tax (such excise tax,  together  with any
such interest and penalties,  are  hereinafter  collectively  referred to as the
"Excise  Tax"),  then the  Executive  shall be entitled to receive an additional
payment (a  "Gross-Up  Payment")  in an amount  such that  after  payment by the
Executive of all taxes (including any interest or penalties imposed with respect
to such  taxes),  including,  without  limitation,  any  income  taxes  (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed upon
the Gross-Up  Payment,  the Executive  retains an amount of the Gross-Up Payment
equal to the Excise Tax  imposed  upon the  Payments.  The payment of a Gross-Up
Payment under this Section 9(a) shall not be  conditioned  upon the  Executive's
termination  of  employment.  Notwithstanding  the foregoing  provisions of this
Section  9(a),  if it shall be  determined  that the  Executive is entitled to a
Gross-Up Payment,  but that the portion of the Payments that would be treated as
"parachute  payments" under Section 280G of the Code does not exceed 110% of the
greatest  amount (the "Safe Harbor  Amount") that could be paid to the Executive
such that the receipt of Payments would not give rise to any Excise Tax, then no
Gross-Up  Payment shall be made to the  Executive and the amounts  payable under
this  Agreement  shall be reduced so that the Payments,  in the  aggregate,  are
reduced  to the  Safe  Harbor  Amount.  The  reduction  of the  amounts  payable
hereunder,  if  applicable,  shall be made by first  reducing the payments under
Section 6(a)(i)(B),  unless an alternative method of reduction is elected by the
Executive. For purposes of reducing the Payments to the Safe Harbor Amount, only
amounts  payable under this Agreement (and no other  Payments) shall be reduced.
If the reduction of the amounts payable under this Agreement would not result in
a reduction of the Payments to the Safe Harbor Amount,  no amounts payable under
this Agreement shall be reduced pursuant to this Section 9(a).
 
                  (b)  Subject  to  the   provisions   of  Section   9(c),   all
determinations  required to be made under this Section 9, including  whether and
when a Gross-Up  Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination,  shall be made
by Coopers & Lybrand or such other  certified  public  accounting firm as may be
designated  by the  Executive  (the  "Accounting  Firm"),  which  shall  provide
detailed supporting calculations both to the Company and the Executive within 15
business days of the receipt of notice from the Executive  that there has been a
Payment,  or such earlier time as is requested by the Company. In the event that
the  Accounting  Firm is serving as  accountant  or auditor for the  individual,
entity or group  effecting the Change of Control,  the  Executive  shall appoint
another  nationally  recognized  accounting  firm  to  make  the  determinations
required  hereunder  (which  accounting  firm shall then be  referred  to as the
Accounting Firm  hereunder).  All fees and expenses of the Accounting Firm shall
be borne solely by the Company.  Any Gross-Up Payment, as determined pursuant to
this Section 9, shall be paid by the Company to the  Executive  within five days
of the receipt of the Accounting Firm's determination.  Any determination by the
Accounting Firm shall be binding upon the Company and the Executive. As a result
of the uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder,  it is possible that
Gross-Up  Payments which will not have been made by the Company should have been
made  ("Underpayment"),  consistent  with the  calculations  required to be made
hereunder.  In the event that the  Company  exhausts  its  remedies  pursuant to
Section 9(c) and the  Executive  thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall  determine the amount of the  Underpayment
that has  occurred  and any such  Underpayment  shall  be  promptly  paid by the
Company to or for the benefit of the Executive.
 
                  (c) The  Executive  shall notify the Company in writing of any
claim by the Internal  Revenue  Service that, if  successful,  would require the
payment by the Company of the Gross-Up Payment. Such notification shall be given
as soon as  practicable  but no later than ten business days after the Executive
is informed in writing of such claim and shall apprise the Company of the nature
of such  claim and the date on which  such claim is  requested  to be paid.  The
Executive  shall not pay such claim prior to the expiration of the 30-day period
following the date on which the  Executive  gives such notice to the Company (or
such shorter period ending on the date that any payment of taxes with respect to
such claim is due).  If the Company  notifies the  Executive in writing prior to
the  expiration  of such  period  that it  desires to contest  such  claim,  the
Executive shall:
 
                           (i)      give the Company any information reasonably
         requested by the Company relating to such claim,
 
                           (ii) take such action in connection  with  contesting
         such claim as the Company shall reasonably request in writing from time
         to time, including, without limitation,  accepting legal representation
         with  respect to such claim by an attorney  reasonably  selected by the
         Company,
 
                           (iii)    cooperate with the Company in good faith in
         order effectively to contest such claim, and
 
                           (iv)     permit the Company to participate in any
         proceedings relating to such claim;
 
provided,  however,  that the Company  shall bear and pay directly all costs and
expenses  (including  additional  interest and penalties) incurred in connection
with such contest and shall  indemnify  and hold the Executive  harmless,  on an
after-tax  basis,  for any  Excise  Tax or income tax  (including  interest  and
penalties with respect thereto) imposed as a result of such  representation  and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 9(c), the Company shall control all proceedings taken in connection
with such  contest  and,  at its sole  option,  may  pursue or forgo any and all
administrative  appeals,  proceedings,  hearings and conferences with the taxing
authority  in respect of such claim and may, at its sole option,  either  direct
the  Executive  to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner, and the Executive agrees to prosecute such contest to
a  determination  before  any  administrative  tribunal,  in a court of  initial
jurisdiction  and  in  one or  more  appellate  courts,  as  the  Company  shall
determine;  provided,  however, that if the Company directs the Executive to pay
such claim and sue for a refund,  the Company  shall  advance the amount of such
payment to the Executive, on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including  interest or penalties with respect  thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and further  provided that any extension of the statute of limitations  relating
to payment of taxes for the taxable year of the Executive  with respect to which
such  contested  amount is claimed to be due is limited solely to such contested
amount.  Furthermore,  the Company's  control of the contest shall be limited to
issues with respect to which a Gross-Up  Payment would be payable  hereunder and
the  Executive  shall be entitled to settle or contest,  as the case may be, any
other  issue  raised  by  the  Internal  Revenue  Service  or any  other  taxing
authority.
 
                  (d) If,  after  the  receipt  by the  Executive  of an  amount
advanced by the Company pursuant to Section 9(c), the Executive becomes entitled
to receive any refund with respect to such claim,  the Executive  shall (subject
to the Company's  complying with the  requirements of Section 9(c)) promptly pay
to the Company the amount of such refund  (together  with any  interest  paid or
credited thereon after taxes applicable  thereto).  If, after the receipt by the
Executive  of an amount  advanced by the Company  pursuant  to Section  9(c),  a
determination  is made that the  Executive  shall not be  entitled to any refund
with  respect to such claim and the  Company  does not notify the  Executive  in
writing of its intent to contest such denial of refund  prior to the  expiration
of 30 days after such  determination,  then such  advance  shall be forgiven and
shall not be required to be repaid and the amount of such advance  shall offset,
to the extent thereof, the amount of Gross-Up Payment required to be paid.
 
                  10.  Confidential  Information.  The Executive shall hold in a
fiduciary  capacity  for the benefit of the  Company all secret or  confidential
information,  knowledge or data relating to the Company or any of its affiliated
companies,  and their respective  businesses,  which shall have been obtained by
the  Executive  during the  Executive's  employment by the Company or any of its
affiliated  companies and which shall not be or become public  knowledge  (other
than by acts by the Executive or  representatives  of the Executive in violation
of this  Agreement).  After  termination of the Executive's  employment with the
Company,  the  Executive  shall not,  without the prior  written  consent of the
Company or as may otherwise be required by law or legal process,  communicate or
divulge any such information, knowledge or data to anyone other than the Company
and those  designated  by it. In no event  shall an  asserted  violation  of the
provisions of this Section 10  constitute a basis for  deferring or  withholding
any amounts otherwise payable to the Executive under this Agreement.
 
                  11.      Successors.  (a)  This Agreement is personal to the
Executive and without the prior written consent of the Company shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution.  This Agreement shall inure to the benefit of and be enforceable
by the Executive's
legal representatives.
 
                  (b)      This Agreement shall inure to the benefit of and be
binding upon the Company and itssuccessors and assigns.
 
                  (c) The Company will require any successor  (whether direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the  business  and/or  assets  of the  Company  to  assume
expressly and agree to perform this Agreement in the same manner and to the same
extent  that the Company  would be required to perform it if no such  succession
had taken place. As used in this Agreement,  "Company" shall mean the Company as
hereinbefore  defined  and  any  successor  to its  business  and/or  assets  as
aforesaid  which  assumes and agrees to perform  this  Agreement by operation of
law, or otherwise.
 
                  12.      Miscellaneous.  (a)  This Agreement shall be governed
by and construed in accordance with the laws of the Commonwealth of
Massachusetts, without reference to principles of conflict of laws.  The
captions of this Agreement are not part of the provisions hereof and shall have
no force or effect.  This Agreement may not be amended or modified otherwise
than by a written agreement executed by the parties hereto or their respective
successors and legal representatives.
 
                  (b) All notices and other communications hereunder shall be in
writing and shall be given by hand  delivery to the other party or by registered
or certified  mail,  return receipt  requested,  postage  prepaid,  addressed as
follows:
 
                  If to the Executive:
 
 
 
                  If to the Company:
                           The Stride Rite Corporation
                           191 Spring Street
                           Lexington, MA  02173
                           Attention:  General Counsel
 
or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notice and  communications  shall be effective
when actually received by the addressee.
 
                  (c) The  invalidity  or  unenforceability  of any provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this Agreement.
 
                  (d) The Company may withhold  from any amounts  payable  under
this Agreement such Federal,  state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.
 
                  (e) The  Executive's  or the Company's  failure to insist upon
strict  compliance  with any  provision  hereof or any other  provision  of this
Agreement  or the failure to assert any right the  Executive  or the Company may
have hereunder,  including,  without  limitation,  the right of the Executive to
terminate  employment  for Good Reason  pursuant to Section  5(c)(i)-(v) of this
Agreement,  shall not be deemed to be a waiver of such provision or right or any
other provision or right of this Agreement.
 
                  (f) The Executive and the Company  acknowledge that, except as
may  otherwise  be  provided  under  any other  written  agreement  between  the
Executive and the Company, the employment of the Executive by the Company is "at
will" and,  prior to the  Effective  Date,  the  Executive's  employment  may be
terminated by either the  Executive or the Company,  in which case the Executive
shall have no further rights under this Agreement. During the Employment Period,
this  Agreement  shall  supersede any other  agreement  between the parties with
respect to the subject matter hereof, including,  without limitation,  the right
of the  Executive  to  participate  in any  severance  plan  of the  Company  or
otherwise receive severance benefits from the Company.
 
                  IN  WITNESS  WHEREOF,  the  Executive  has  hereunto  set  the
Executive's hand and, pursuant to the authorization from its Board of Directors,
the Company has caused this  Agreement to be executed in its name on its behalf,
all as of the day and year first above written.
 
 
 
 
                                         Executive
 
 
                                         THE STRIDE RITE CORPORATION
 
 
                                         By: