Famous Footwear 2002 Annual Report Download - page 41

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without objection shall not constitute Employee's consent to, or a waiver of Employee's rights with respect to, any circumstances constituting
Good Reason. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged therewith, and,
in the case of the Company, by its duly authorized officer.
18. Entire Agreement. This instrument constitutes the entire agreement of the parties in this matter and shall supersede any other
agreement (including, but not limited to, the Severance Agreement dated July 27, 1998) between the parties, oral or written, concerning the
same subject matter.
19. Amendment. This Agreement may be amended only by a writing which makes express reference to this Agreement as the
subject of such amendment and which is signed by Employee and by a duly authorized officer of the Company.
20. Governing Law. In light of Company's and Employee's substantial contacts with the State of Missouri, the facts that the
Company is headquartered in Missouri and Employee resides in and/or reports to Company management in Missouri, the parties' interests
in ensuring that disputes regarding the interpretation, validity and enforceability of this Agreement are resolved on a uniform basis, and
Company's execution of, and the making of, this Agreement in Missouri, the parties agree that: (i) any litigation involving any
noncompliance with or breach of the Agreement, or regarding the interpretation, validity and/or enforceability of the Agreement, shall be filed
and conducted exclusively in the state or federal courts in St. Louis City or County, Missouri; and (ii) the Agreement shall be interpreted in
accordance with and governed by the laws of the State of Missouri, without regard for any conflict of law principles.
IN WITNESS WHEREOF, Employee and the Company have executed this Agreement as of the day and year first above written.
BROWN SHOE COMPANY, INC.
By: /S/Jeffery E. Struve
EMPLOYEE
By: /S/ Andrew M. Rosen
Andrew M. Rosen