Brown Shoe Company, Inc. has priced $150 million aggregate principal amount of its 8.75% Senior Notes due 2012 in a private placement. The offering is expected to close on or about April 22, 2005. The issuance of the notes is conditioned upon the consummation of the previously announced acquisition of Bennett Footwear Holdings, LLC, and is subject to other customary closing conditions. The net proceeds of the offering will to be used to finance a portion of the acquisition price of Bennett and to pay related fees and expenses.

The notes will be offered and sold only to qualified institutional buyers in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S. The notes have not been registered under the Securities Act of 1933 or applicable state securities or blue sky laws, and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and applicable state securities laws.