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BROWN SHOE COMPANYCODE OF BUSINESS CONDUCT

2014

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OUR INSPIRATION...

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TABLE OF CONTENTS

Our Inspiration

Passion For Winning ………………..

Accountability

Trust and Transparency

Integrity

Information Technology

Antitrust Laws and Pricing

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TABLE OF CONTENTS

Corporate Responsibility

Administration of the Code…

Associate Commitment and Acknowledgment

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PASSION FOR WINNING

Simply stated, these shared

values should influence every step that we take!

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ACCOUNTABILITY

EVERYONE'S RESPONSIBILITIES

WHEN IN DOUBT, ASK!

The provisions of the Code are applicable to all Officers and Directors even though the terms “associate”, “we” and “us” are used throughout the Code.

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ACCOUNTABILITY

STEP UP AND SHARE YOUR CONCERNS

STEP UP FOR INTEGRITY HOTLINE

U.S. and Canada: Dial toll-free: 1-877-468-5461

China: Access Code: 10-811 then dial toll-free 877-468-5461

Italy: Access Code: 800-172-444 then dial toll-free 877-468-5461

NO RETALIATION

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TRUST AND TRANSPARENCY

DIVERSITY, EQUAL OPPORTUNITY, AND RESPECT IN THE WORKPLACE

DIVERSITY -

EQUAL OPPORTUNITY -

RESPECT -

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TRUST AND TRANSPARENCY

RESPECT FOR BASIC HUMAN RIGHTS

HEALTH AND SAFETY IN THE WORKPLACE

SUBSTANCE ABUSE IN THE WORKPLACE

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TRUST AND TRANSPARENCY

VIOLENCE IN THE WORKPLACE

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INTEGRITY

RESPECT FOR OUR CONSUMERS

We understand that now more than ever, consumers seek greater value from

the companies with which they do business. Our consumers trust our brands to

deliver great value, and our continued success depends on our ability to

maintain strong relationships with our consumers.

We must work hard to promote these relationships every day. We must

interact with our consumers in a professional and respectful manner at all times.

We must maintain high standards of honesty and fairness in our marketing,

promotion, advertising, and packaging of our brands. Our consumers trust our

brands, and we must not take any action that would undermine that trust.

RESPONSIBILITY TO OUR SHAREHOLDERS

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INTEGRITY

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ACCURATE CORPORATE RECORDS

Publicly-held companies such as Brown Shoe Company are required by law to maintain complete and accurate records. The integrity and accuracy of these records not only help us with internal decision-making, but also provide the basis for reporting to shareholders, creditors, and government agencies. Also, our records may be subject to disclosure in litigation or government investigations. We must never falsify any document or make any intentionally misleading entries in the company’s accounting records or disclosures. We must accurately record financial transactions, and all such records should reflect the true nature of any transaction. We must make sure that business expense accounts are documented and recorded accurately. If we are unsure whether a certain expense is appropriate, we should ask our Manager. All requests for reimbursement must adhere to the requirements set forth in our Travel Policy. We must cooperate fully with our internal and external audit teams, and never take any action to manipulate, mislead or improperly influence any internal or external audit team member engaged in an audit or review of Brown Shoe Company’s financial statements and records. We must raise any concerns we have about questionable accounting, auditing or other financial records with the General Counsel or through other appropriate channels such as the Step Up For Integrity Hotline or the Audit Committee of the Board of Directors. For more detailed information, including reporting questionable accounting and auditing matters, review the Procedures for Reporting Questionable Accounting and Auditing Matters located in the Code Reference Guide. We are also responsible for maintaining company documents, files, and corporate records (including email and electronic documents) in line with our Records Management Policy and Information Resources & Electronic Communications Policy, which are located in the Code Reference Guide. We must also comply with all laws relating to records retention, and must not alter, conceal or destroy documents or records that are subject to an ongoing legal matter or investigation.

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INTEGRITY

MAINTAINING INTERNAL CONTROLS

RESPONSIBLE AND ACCURATE DISCLOSURE

PROTECTING COMPANY ASSETS

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INTEGRITY

CONFIDENTIAL AND PROPRIETARY

INFORMATION

DATA PRIVACY

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INTEGRITY

CORPORATE OPPORTUNITIES

AVOIDING CONFLICTS OF INTEREST

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INTEGRITY

TRADING IN COMPANY STOCK

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INTEGRITY

RESPECT FOR OUR BUSINESS PARTNERS

COMPETITORS AND FAIR DEALING

UNFAIR ADVANTAGE

INTELLECTUAL PROPERTY RIGHTS

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INTEGRITY

INFORMATION TECHNOLOGY

ANTITRUST LAWS AND PRICING

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INTEGRITY

GIFTS AND BUSINESS ENTERTAINMENT

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CORPORATE RESPONSIBILITY

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Brown Shoe Company has a 130+ year commitment to good corporate citizenship. Our philosophy is simple: we aim to improve the communities where we live, work and do business.

We have a strong desire to leave the world a better place than we found it. Whether it is by improving working conditions for the people who make our shoes, sponsoring programs designed to increase diversity or to fund higher education in our communities, we are actively working to improve the lives of those we touch.

THE LAW

As a leader in the footwear industry, we need to operate as a responsible corporate citizen. We must comply with all applicable laws in the places where we work and live. We cannot engage in or condone illegal activity from our associates, our customers, our suppliers or any other business partner, for any reason.

COMMITMENT TO OUR COMMUNITIES

Giving back is part of our heritage. It started in 1878 with our founder George Warren Brown, who became a noted philanthropist. He believed in his community and invested in it greatly, donating funds and founding cultural institutions and programs that today are hallmarks. We have carried on this tradition by continuing to contribute to charitable organizations such as educational, arts and civic institutions, and various programs in the communities where we maintain offices. We support the United Way, whose mission is to improve education, help people achieve financial stability, and promote healthy lives in communities across the country. In addition, we are a proud national partner of March of Dimes and their March for Babies walks around the country, raising funds to help moms have healthy babies. We also support a variety of other charitable efforts and causes each year.

CHARITABLE GIVING

Brown Shoe Company’s Charitable Trust makes donations to non-profit organizations in support of education, arts/culture, civic activities, and health and human services. When possible, we seek to fund organizations and programs where we can form partnerships and make a difference by truly improving our communities. Also, the Trust encourages us to be philanthropic by matching our gifts to certain types of nonprofit organizations.

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CORPORATE RESPONSIBILITY

PROTECTING THE ENVIRONMENT

WORKERS WORLDWIDE

INTERNATIONAL TRADE CONTROLS

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CORPORATE RESPONSIBILITY

BRIBES AND IMPROPER PAYMENTS

POLITICAL ACTIVITIES AND CONTRIBUTIONS

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CORPORATE RESPONSIBILITY

COMMUNICATIONS WITH THE PUBLIC AND

THE MEDIA

SOCIAL MEDIA

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ADMINISTRATION OF THE CODE

INVESTIGATION AND RESPONSE

NO RETALIATION

WAIVERS OF THE CODE

24/7 WHISTLEBLOWER HOTLINE

U.S. and Canada: Dial toll-free: 1-877-468-5461 China: Access Code: 10-811 then dial toll-free 877-468-5461 Italy: Access Code: 800-172-444 then dial toll-free 877-468-5461

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ASSOCIATE COMMITMENT AND

ACKNOWLEDGMENT

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