Famous Footwear 2003 Annual Report Download - page 13

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procedures.
Page 20
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(a) (1) and (2) The response to this portion of Item 15 is submitted as a separate
section of this report.
(a) (3) Exhibits
Exhibit No.:
3. (a) Restated Certificate of Incorporation of the Company, dated October 17,
2001, incorporated herein by reference to Exhibit 3 to the Company's
Report on Form 10-Q for the quarter ended November 3, 2001.
(b) Bylaws of the Company as amended through March 6, 2003, filed
herewith.
4. (a) Rights Agreement dated as of March 7, 1996 between the Company and
First Chicago Trust Company of New York, which includes as Exhibit A
the form of Rights Certificate evidencing the Company's Common Stock
Purchase Rights, incorporated herein by reference to the Company's
Form 8-K dated March 8, 1996.
(a) (i) Amendment to Rights Agreement between Brown Shoe Company, Inc.
and First Chicago Trust Company of New York, dated as of July 8,
1997, effective August 11, 1997, incorporated herein by reference to the
Company's Form 8-K dated August 8, 1997.
(a) (ii) Second Amendment to Rights Agreement between Brown Shoe
Company, Inc., First Chicago Trust Company of New York and
EquiServe Trust Company, N.A., dated and effective as of December 6,
2001, incorporated herein by reference to the Company's Form 10-Q
dated November 3, 2001.
Page 21
Exhibit No.:
(b) Credit Agreement dated as of December 20, 2001, between the Company
as Borrower, Bank of America, National Association, as administration
agent, Fleet Retail Finance, Inc., as syndication agent, and the other
financial institutions party thereto, as lenders, incorporated herein by
reference to the Company's Form 8-K dated January 3, 2002.
(b) (i) First Amendment to Credit Agreement, dated as of January 19, 2002,
between the Company as Borrower, Bank of America, National
Association, as administration agent, Fleet Retail Finance, Inc., as