Edgar Filing: WEYCO GROUP INC

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )
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Weyco Group, Inc.
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[WEYCO GROUP, INC. LOGO]

Glendale, Wisconsin

Notice of

ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 27, 2004

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of WEYCO GROUP,
INC., a Wisconsin corporation (hereinafter called the "Company"), will be held
at the general offices of the Company, 333 West Estabrook Boulevard, Glendale,
Wisconsin 53212, on Tuesday, April 27, 2004 at 10:00 A. M. (Central Daylight
Time), for the following purposes:

1. To elect two members to the Board of Directors; and

2. To consider and transact any other business that properly may come before
the meeting or any adjournment thereof.

The Board of Directors has fixed March 8, 2004 as the record date for the
determination of the common shareholders entitled to notice of and to vote at
this annual meeting or any adjournment thereof.

The Board of Directors requests that you indicate your voting directions, sign
and promptly mail the enclosed proxy(ies) for the meeting. Any proxy may be
revoked at any time prior to its exercise.

By order of the Board of Directors,
JOHN F. WITTKOWSKE

Secretary

March 26, 2004

PROXY STATEMENT

INTRODUCTION

The enclosed proxy is solicited by the Board of Directors of Weyco Group, Inc.
for exercise at the annual meeting of shareholders to be held at the offices of
the Company, 333 West Estabrook Boulevard, Glendale, Wisconsin 53212, at 10:00
A. M. (Central Daylight Time) on Tuesday, April 27, 2004, or any adjournment
thereof.

Any shareholder delivering the form of proxy has the power to revoke it at any
time prior to the time of the annual meeting by filing with the Secretary of the
Company an instrument of revocation or a duly executed proxy bearing a later
date or by attendance at the meeting and electing to vote in person by giving
notice of such election to the Secretary of the Company. Proxies properly signed
and returned will be voted as specified thereon. The proxy statements and the
proxies are being mailed to shareholders on approximately March 26, 2004.

The Company has two classes of common stock entitled to vote at the
meeting -- Common Stock with one vote per share and Class B Common Stock with
ten votes per share. As of March 8, 2004, the record date for determination of
the common shareholders entitled to notice of and to vote at the meeting or any
adjournment thereof, there were outstanding 4,334,875 shares of Common Stock and
1,306,043 shares of Class B Common Stock.

SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS

The following table sets forth information, as of March 8, 2004, with respect to
the beneficial ownership of the Company's common stock by each director and
nominee for director, for each of the named executive officers identified in
"Management Compensation" herein and by all directors and executive officers as
a group.

COMMON STOCK CLASS B COMMON STOCK
------------------------ ------------------------
NO. OF SHARES NO. OF SHARES
AND NATURE OF AND NATURE OF
BENEFICIAL PERCENT BENEFICIAL
OWNERSHIP OF CLASS OWNERSHIP PERCENT
(1)(2) (3) (2) OF CLASS
------------- -------- ------------- --------

Thomas W. Florsheim.............................. 622,308 14.12% 909,630 69.65%
333 W. Estabrook Blvd., Glendale, WI 53212
John W. Florsheim................................ 281,505 6.31% 15,399 1.18%
333 W. Estabrook Blvd., Glendale, WI 53212
Thomas W. Florsheim, Jr. ........................ 341,833 7.66% 15,813 1.21%
333 W. Estabrook Blvd., Glendale, WI 53212
James F. Gorman.................................. 67,000 1.53% -- --%
Peter S. Grossman................................ 70,050 1.59% 8,425 .64%
John F. Wittkowske............................... 136,500 3.06% -- --%
Virgis W. Colbert................................ 2,250 .05% -- --%
Robert Feitler................................... 47,250 1.09% 67,500 5.17%
Leonard J. Goldstein............................. 6,750 .16% -- --%
Frederick P. Stratton, Jr........................ 44,250 1.02% 27,000 2.07%
All Directors and Executive Officers as a Group
(10 persons including the above-named)......... 1,619,696 32.92% 1,043,767 79.92%

NOTES:

(1) Includes the following unissued shares deemed to be "beneficially owned"
under Rule 13d-3 which may be acquired upon the exercise of outstanding
stock options: Thomas W. Florsheim -- 70,875; John W. Florsheim -- 127,125;
Thomas W. Florsheim, Jr. -- 127,125; James F. Gorman -- 57,000; Peter S.
Grossman -- 66,000; John F. Wittkowske -- 127,500; All Directors and
Executive Officers as a Group -- 584,625.

(2) The specified persons have sole voting power and sole dispositive power as
to all shares indicated above, except for the following shares as to which
voting and dispositive power are shared:

CLASS B
COMMON COMMON
-------- -------

Thomas W. Florsheim................... 19,422 19,422
John W. Florsheim..................... 44,394 --
Thomas W. Florsheim, Jr............... 76,780 --
Peter S. Grossman..................... 4,050 8,425
All Directors and Executive Officers
as a Group.......................... 144,646 27,847

(3) Calculated on the basis of outstanding shares plus shares which can be
acquired upon exercise of outstanding stock options, by the person or group
involved.

The following table sets forth information, as of December 31, 2003, with
respect to the beneficial ownership of the Company's Common Stock by those
persons, other than those reflected in the above table, believed by the Company
to own beneficially more than five percent (5%) of the Common Stock outstanding.
The Company believes there are no other persons who own beneficially more than
five percent (5%) of the Class B Common Stock outstanding.

NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
--------------------------- -------------------- ----------------

Royce & Associates, LLC
1414 Avenue of the Americas
New York, New York 10019 601,746 13.88%

NOTE:

According to the Schedule 13G statement filed as a group by Royce &
Associates, LLC in February 2004, Royce & Associates, LLC has sole voting
and dispositive power with respect to 601,746 shares of Common Stock of the
Company.

ELECTION OF DIRECTORS

A majority of the votes entitled to be cast by outstanding shares of Common
Stock and Class B Common Stock (considered together as a single voting group),
represented in person or by proxy, will constitute a quorum at the annual
meeting.

Directors are elected by a plurality of the votes cast by the holders of the
Company's Common Stock and Class B Common Stock (voting together as a single
voting group) at a meeting at which a quorum is present. "Plurality" means that
the individuals who receive the largest number of votes cast are elected as
directors up to the maximum number of directors to be chosen at the meeting.
Consequently, any shares not voted (whether by abstention, broker nonvote or
otherwise) have no impact in the election of directors except to the extent the
failure to vote for an individual results in another individual receiving a
larger number of votes. Votes "against" a candidate are not given legal effect
and are not counted as votes cast in an election of directors. Votes will be
tabulated by an inspector at the meeting.

The persons who are nominated as directors and for whom the proxies will be
voted and all continuing Directors are listed below. If any of the nominees
should decline or be unable to act as a Director, which eventuality is not
foreseen, the proxies will be voted with discretionary authority for a
substitute nominee designated by the Board of Directors.

There are no family relationships between any of the Company's directors and
executive officers, except that Thomas W. Florsheim, Jr. and John W. Florsheim
are brothers and their father is Thomas W. Florsheim.

SERVED AS
NOMINEES DIRECTOR
FOR TERM EXPIRING 2007 AGE SINCE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
---------------------- --- --------- -------------------------------------------------------

Thomas W. Florsheim 73 1964 Chairman Emeritus of the Company, 2002 to present;
(1) Chairman of the Board, 1968 to 2002; Chief Executive
Officer of the Company, 1968 to 1999.
Leonard J. Goldstein 77 1992 Retired; Chairman of the Board of Miller Brewing
(1)(2)(3) Company, 1991 to 1993; President and Chief Executive
Officer of Miller Brewing Company, 1988 to 1991.
CONTINUING DIRECTORS
TERM EXPIRES 2006
----------------------------
Virgis W. Colbert 64 2000 Executive Vice President of Miller Brewing Company,
(1)(2)(3) 1997 to present; also a Director of Miller Brewing
Company, Delphi Systems, Inc., The Manitowoc Co., Inc,
Stanley Works, and Manor Care, Inc.
John W. Florsheim 40 1996 President, Chief Operating Officer and Assistant
Secretary of the Company, 2002 to present; Executive
Vice President, Chief Operating Officer and Assistant
Secretary of the Company, 1999 to 2002; Executive Vice
President of the Company, 1996 to 1999; Vice President
of the Company, 1994 to 1996.
Frederick P. Stratton, Jr. 64 1976 Chairman Emeritus of Briggs & Stratton Corporation
(1)(2)(3) (Manufacturer of Gasoline Engines), 2002 to present;
Chairman of the Board of Briggs & Stratton Corporation,
1986 to 2002; Chief Executive Officer of Briggs &
Stratton Corporation, 1986 to 2001; also a Director of
Bank One Corporation, Briggs & Stratton Corporation,
Midwest Air Group, Inc., and Wisconsin Energy
Corporation and its subsidiaries Wisconsin Electric
Power Company and Wisconsin Gas Company

SERVED AS
CONTINUING DIRECTORS DIRECTOR
TERM EXPIRES 2005 AGE SINCE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
-------------------- --- --------- -------------------------------------------------------

Thomas W. Florsheim, Jr. 45 1996 Chairman and Chief Executive Officer of the Company,
2002 to present; President and Chief Executive Officer
of the Company, 1999 to 2002; President and Chief
Operating Officer of the Company, 1996 to 1999; Vice
President of the Company 1988 to 1996.
Robert Feitler 73 1964 Chairman, Executive Committee of the Company, 1996 to
(1)(2)(3) present; Chairman, Corporate Governance & Compensation
Committee of the Company, 2002 to present; President
and Chief Operating Officer of the Company, 1968 to
1996; also a Director of Strattec Security Corp. and TC
Manufacturing Co.

NOTES:

(1) Member of Executive Committee, of which Mr. Feitler is Chairman.

(2) Member of Audit Committee, of which Mr. Stratton is Chairman.

(3) Member of Corporate Governance and Compensation Committee, of which Mr.
Feitler is Chairman.

COMPOSITION OF THE BOARD OF DIRECTORS

The Board of Directors currently has seven members. The Articles of
Incorporation and Bylaws of the Company provide that the there shall be seven
directors. The number of directors may be increased or decreased from time to
time by amending the applicable provision of the Bylaws, but no decrease shall
have the effect of shortening the term of an incumbent director.

MEETINGS

The Board of Directors held four meetings during 2003. During the period in 2003
in which they served, all members of the Board of Directors attended at least
75% of the aggregate of the total number of meetings of the Board and the total
number of meetings held by all committees of the Board on which they served. The
Company's policy is that its Directors attend annual meetings of the
shareholders. All Board members then in office attended the annual meeting of
Weyco shareholders held in April 2003. In accordance with new rules of the
Nasdaq Stock Market, beginning in 2004 and at least once each year, Weyco's
independent directors will have regularly scheduled meetings at which only
independent directors are present.

DIRECTOR INDEPENDENCE

Each year the Board reviews the relationships that each director has with the
Company. Only those directors who the Board affirmatively determines have no
relationship which would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director, and who do not have any of the
categorical relationships that prevent independence under the Nasdaq listing
standards, are considered to be independent directors.

In accordance with the applicable Nasdaq rules, the Board has determined that
the following directors qualify as independent directors: Virgis W. Colbert,
Robert Feitler, Leonard J. Goldstein, and Frederick P. Stratton, Jr. The Board
concluded that none of these directors possessed the categorical relationships
set forth in the Nasdaq standards that prevent independence, and that none of
them have any other relationship that the Board believes would interfere with
the exercise of their independent judgment in carrying out the responsibilities
of a director. Members of the Audit Committee comprise only directors who have
been determined to be independent. Because of their relationships with Weyco,
Messrs. Thomas W. Florsheim, Thomas W. Florsheim, Jr. and John Florsheim have
not been deemed to be independent directors.

SHAREHOLDER COMMUNICATIONS WITH THE BOARD

Shareholders wishing to communicate with the Board of Directors or with a
particular Board member should address communications to the Board or to a
particular Board member, c/o Secretary, Weyco Group, Inc., 333 West Estabrook
Boulevard, Glendale, Wisconsin 53212. All communications addressed to the Board
or to a particular Director or Committee will be relayed to that addressee. From
time to time, the Board may change the process through which shareholders
communicate with the Board or its members. Please refer to the Company's website
at www.weycogroup.com for changes in this process.

SHAREHOLDER RECOMMENDATION OR NOMINATION OF DIRECTOR CANDIDATES

The principal functions of the Corporate Governance and Compensation Committee
are: (1) to assist the Board by identifying individuals qualified to become
members of the Board and its Committees, and recommend to the Board the director
nominees for the next annual meeting of shareholders; (2) to recommend to the
Board the corporate governance guidelines applicable to the Company, including
changes to those guidelines as appropriate from time to time; (3) to lead the
Board in its periodic reviews of the Board's performance; (4) to establish,
subject to approval of the full Board, compensation arrangements for the
Company's executive officers; (5) to administer the Company's stock option and
other compensation plans, and approve the granting of stock options to officers
and other key employees of the Company and its subsidiaries; and (6) to
communicate to shareholders regarding these policies and activities as required
by the SEC and other regulatory bodies. In carrying out its responsibilities
regarding director nominations, the Corporate Governance and Compensation
Committee will consider candidates suggested by other directors, employees and
shareholders. Suggestions for candidates, accompanied by the candidate's name,
contact information, biographical material, and qualifications, may be sent to
the Corporate Governance and Compensation Committee c/o the Secretary of the
Company at its corporate offices. From time to time, the Board may change the
process through which shareholders may recommend director candidates to the
Corporate Governance and Compensation Committee. The Company has not received
any shareholder recommendations for director candidates with regard to the
election of directors covered by this Proxy Statement or otherwise.

EXECUTIVE COMMITTEE

The Executive Committee is empowered to exercise the authority of the Board of
Directors in the management of the business and affairs of the Company between
meetings of the Board, except for declaring dividends, filling vacancies in the
Board of Directors or committees thereof, amending the Articles of
Incorporation, adopting, amending or repealing Bylaws and certain other matters.
No meetings were held in 2003.

CORPORATE GOVERNANCE

The Company is committed to conducting its business with the highest standards
of business ethics and in accordance with all applicable laws, rules and
regulations, including the rules of the Securities and Exchange Commission and
of The Nasdaq Stock Market on which its common stock is traded. In addition to
Nasdaq rules and applicable governmental laws and regulations, the framework for
the Company's corporate governance is provided by: (a) the Company's Articles of
Incorporation and Bylaws; (b) the charters of its board committees; and (c) the
Company's Code of Business Ethics.

The Corporate Governance and Compensation Committee establishes compensation
arrangements for senior management and administers the granting of stock options
to officers and other key employees of the Company and its subsidiaries. One
meeting was held in 2003. The charter of the Corporate Governance and
Compensation Committee is attached to this proxy statement as Appendix A.

CODE OF BUSINESS ETHICS

The Company's Code of Business Ethics sets forth ethical obligations for all
employees, officers and directors, including those that apply specifically to
directors and executive officers, such as accounting and financial reporting
matters. Any waiver of the Code of Business Ethics requires approval of the
Board of Directors or of a committee of the Board. A copy of the Company's Code
of Business Ethics is available, free of charge, in print to any shareholder
upon request to Secretary, Weyco Group, Inc., 333 West Estabrook Boulevard,
Glendale, Wisconsin 53212. If any substantive amendment is made to the Code, the
nature of the amendment will be discussed on the Company's website or in a
current report on Form 8-K. In addition, if a waiver from the Code is granted to
an executive officer or director, the nature of the waiver will be disclosed in
a current report on Form 8-K.

REPORT OF CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE ON EXECUTIVE
COMPENSATION

On January 26, 2004, the Corporate Governance and Compensation Committee met to
establish executive officers' salaries for 2004 (effective January 1, 2004). The
CEO's salary was set at $459,000 and the COO's salary was set at $379,500. They
both also received stock options granted in 2003, as the Committee recognizes
stock ownership provides performance incentives that encourage long-term growth
in value for public shareholders.

The Committee also approved a bonus to the CEO & COO of $60,000 each and bonuses
totaling $110,000 to the other executive officers.

Stock options were also granted in 2003 to all other executive officers of the
Company to link total executive compensation to stock price performance.

This report is submitted by the members of the Corporate Governance and
Compensation Committee.

Robert Feitler, Chairman
Virgis W. Colbert
Leonard J. Goldstein
Frederick P. Stratton, Jr.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors is responsible for providing
independent oversight of the Company's financial statements and the financial
reporting process, the systems of internal accounting and financial controls,
the internal audit function and the annual independent audit of the Company's
financial statements. The Board of Directors adopted and approved a formal
written charter for the Audit Committee in 2000 and amended that charter in
March 2004. A copy of the current charter of the Audit Committee is attached as
Appendix B to this Proxy Statement. The Board of Directors has determined that
each of the members of the Audit Committee (Frederick P. Stratton, Jr., Virgis
Colbert, Robert Feitler and Leonard Goldstein) is "independent," as defined in
the current listing standards of The Nasdaq Stock Market and the SEC rules
relating to audit committees. This means that, except in their roles as members
of the Board of Directors and its committees, they are not "affiliates" of the
Company, they receive no consulting, advisory or other compensatory fees
directly or indirectly from the Company, they have no other relationships with
the Company that may interfere with the exercise of their independence from
management and the Company, and they have not participated in the preparation of
the financial statements of Weyco or any of its current subsidiaries at any time
during the past three years. In addition, the Board of Directors has determined
that each Audit Committee member satisfies the financial literacy requirements
of The Nasdaq Stock Market and that Robert Feitler and Frederick P. Stratton,
Jr. qualify as "audit committee financial experts" within the meaning of
applicable rules of the Securities and Exchange Commission.

Management has primary responsibility for the financial statements and the
reporting process, including the systems of internal controls. In fulfilling its
oversight responsibilities, the Committee reviewed the Company's audited
financial statements with management, including a discussion of the quality, not
just the acceptability, of the accounting principles, the reasonableness of
significant judgments, and the clarity of disclosures in the financial
statements. The Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as are required to be discussed
with the Committee under generally accepted auditing standards, including
Statement on Auditing Standards No. 61.

In addition, the Committee has discussed with the independent auditors the
auditors' independence from management and the Company, including the matters in
the written disclosures required by the Independence Standards Board, Standard
No. 1, and considered the compatibility of non-audit services with the auditors'
independence.

The Committee discussed with the Company's independent auditors the overall
scope and plan for their audit. The Committee meets with the independent
auditors, with and without management present, to discuss the results of their
examination, their evaluation of the Company's internal controls, and the
overall quality of the Company's financial reporting. The Committee held two
meetings during 2003. The charter of the Audit Committee is attached to this
proxy statement as Appendix B.

PRE-APPROVAL POLICY

Consistent with the rules of the Securities and Exchange Commission regarding
auditor independence, the Audit Committee has responsibility for appointing,
setting compensation for, and overseeing the work of the independent auditor. In
recognition of this responsibility, the following provision is included in the
Audit Committee's charter: "The Audit Committee shall ... approve in advance the
audit and permitted non-audit services to be provided by, and the fees to be
paid to, the independent auditor, subject to the de minimus exceptions to
pre-approval permitted by the rules of the SEC and Nasdaq for non-audit
services." No fees were paid to the independent auditor pursuant to the "de
minimus" exception to the foregoing pre-approval policy.

REPORT OF AUDIT COMMITTEE

In connection with its function to oversee and monitor the financial reporting
process of the Company, the Audit Committee has done the following (among other
things):

- reviewed and discussed the audited financial statements for the year ended
December 31, 2003 with the Company's management;

- discussed with Deloitte & Touche LLP, the Company's independent auditors,
those matters required to be discussed by SAS 61, as amended (Codification
of Statements on Auditing Standards, AU sec.380); and

- received the written disclosure and the letter from Deloitte & Touche LLP
required by Independence Standards Board Statement No. 1 (Independence
Discussions with Audit Committee) and has discussed with Deloitte & Touche
LLP, its independence.

Based on the foregoing, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the Company's
annual report on Form 10-K for the year ended December 31, 2003.

AUDIT AND NON-AUDIT FEES

The Audit Committee also reviewed the fees and scope of services provided to the
Company by Deloitte & Touche LLP, independent public accountants, for the years
ended December 31, 2003 and December 31, 2002, as reflected in the following
table.

2003 2002
-------- --------

Audit Fees(a) $115,100 $108,500
Audit-Related Fees(b) $ 14,400 $ 32,325
Tax Fees(c) $ 31,278 $ 18,093
All Other Fees 0 0
-------- --------
Total $160,778 $158,918

(a) Audit fees consisted of fees for professional services performed by
Deloitte & Touche LLP for the audit of the Company's financial statements
and review of financial statements included in the Company's Form 10-Q
filings, and services that are normally provided in connection with
statutory or regulatory filings or engagements.

(b) Audit-related fees consisted of the audit of certain employee benefit
plans.

(c) Tax fees consisted of fees for professional services performed by Deloitte
& Touche LLP with respect to tax compliance, tax advice, and tax planning.
The amount for 2002 includes $12,438 paid to the Company's previous
auditors.

The Audit Committee considered the compatibility of the provision of the
foregoing permitted non-audit services by Deloitte & Touche LLP with the
maintenance of Deloitte & Touche LLP independence and concluded that such
services were at all times compatible with maintaining that firm's independence.

Frederick P. Stratton, Jr., Chairman
Robert Feitler
Virgis W. Colbert
Leonard J. Goldstein

MANAGEMENT COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth total compensation of the Chief Executive Officer
and the four other most highly compensated executive officers of the Company as
of December 31, 2003, for the year 2003, as well as for the two previous years.

LONG TERM COMPENSATION
--------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------------ ---------------------- -------
OTHER ANNUAL RESTRICTED OPTIONS/ LTIP ALL OTHER
NAME AND PRINCIPAL COMPENSATION STOCK SARS PAYOUTS COMPENSATION
POSITION YEAR SALARY($) BONUS($) ($)(1) AWARDS($) (#)(2)(3) ($) ($)(1)
------------------ ---- --------- -------- ------------ ---------- --------- ------- ------------

Thomas W. Florsheim, Jr. 2003 437,000 -- -- -- 18,750 -- --
Chairman and Chief 2002 412,000 50,000 -- -- 18,750 -- --
Executive Officer 2001 400,000 -- -- -- 18,750 -- --

John W. Florsheim 2003 345,000 -- -- -- 18,750 -- --
President, Chief Operating 2002 320,000 50,000 -- -- 18,750 -- --
Officer and Assistant 2001 310,000 -- -- -- 18,750 -- --
Secretary

James F. Gorman 2003 255,750 -- -- -- 9,000 -- --
Senior Vice President 2002 247,750 25,000 -- -- 9,000 -- --
2001 240,500 -- -- -- 9,000 -- --

Peter S. Grossman 2003 264,500 -- -- -- 9,000 -- --
Senior Vice President 2002 254,500 25,000 -- -- 9,000 -- --
2001 247,000 -- -- -- 9,000 -- --

John F. Wittkowske 2003 252,000 -- -- -- 18,750 -- --
Senior Vice President, 2002 227,000 50,000 -- -- 18,750 -- --
Chief Financial Officer, 2001 220,000 -- -- -- 18,750 -- --
and Secretary

NOTES:

(1) Other compensation to the named individuals did not exceed the lesser of
$50,000 or 10% of salary.

(2) Options to acquire shares of Common Stock.

(3) The Company has granted no stock appreciation rights.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
----------------------------------------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF % OF TOTAL VALUE AT ASSUMED
SECURITIES OPTIONS/ ANNUAL RATES OF
UNDERLYING SARS STOCK PRICE
OPTIONS/ GRANTED TO APPRECIATION FOR
SARS EMPLOYEES EXERCISE OR OPTION TERM
GRANTED IN FISCAL BASE PRICE EXPIRATION -----------------------
NAME (#) YEAR ($/SH) DATE 5%($) 10%($)
---- ---------- ---------- ----------- ---------- ----- ------

Thomas W. Florsheim, Jr. 2,706 2 36.94 5/19/08 27,617 61,026
16,044 10 33.58 5/19/13 338,528 858,675
John W. Florsheim 2,706 2 36.94 5/19/08 27,617 61,026
16,044 10 33.58 5/19/13 338,528 858,675
James F. Gorman 9,000 6 33.58 5/19/13 189,900 481,680
Peter S. Grossman 9,000 6 33.58 5/19/13 189,900 481,680
John F. Wittkowske 18,750 12 33.58 5/19/13 395,625 1,003,500

---------------

(1) Adjusted to reflect 50% stock dividend payable October 1, 2003.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION/SAR VALUES

The following table provides information related to options exercised by the
named executive officers during 2003 and the number and value of options held at
December 31, 2003. The Company has not granted any stock appreciation rights.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SAR'S OPTIONS/SAR'S
SHARES ACQUIRED VALUE AT FY-END (#) AT FY-END ($)(2)
ON EXERCISE REALIZED --------------------------- ---------------------------
NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- -------- ----------- ------------- ----------- -------------

Thomas W. Florsheim, Jr. 5,427 101,675 127,125 -- 1,919,118 --
John W. Florsheim 5,427 101,675 127,125 -- 1,919,118 --
James F. Gorman -- -- 57,000 -- 794,696 --
Peter S. Grossman -- -- 66,000 -- 1,017,356 --
John F. Wittkowske -- -- 127,500 -- 1,888,838 --

NOTES:

(1) Value is calculated based on the difference between the option exercise
price and the closing market price of the Common Stock on the date of
exercise multiplied by the number of shares to which the exercise relates.

(2) The fair market value of the Company's Common Stock at December 31, 2003 was
$33.80 (average of high ($35.54) and low ($32.05) trade). Value was
calculated on the basis of the difference between the option exercise price
and $33.80 multiplied by the number of shares of Common Stock underlying the
option.

EQUITY COMPENSATION PLAN INFORMATION

(A) (B) (C)
NUMBER OF SECURITIES
NUMBER OF SECURITIES REMAINING AVAILABLE
TO BE ISSUED UPON WEIGHTED-AVERAGE FOR ISSUANCE UNDER
EXERCISE OF EXERCISE PRICE EQUITY COMPENSATION
OUTSTANDING OPTIONS, OF OUTSTANDING PLANS (EXCLUDING
WARRANTS AND OPTIONS, WARRANTS SECURITIES REFLECTED IN
PLAN CATEGORY RIGHTS AND RIGHTS COLUMN (A))
------------- -------------------- ----------------- -----------------------

Equity compensation plans approved
by security holders 818,850 $19.91 45,525
Equity compensation plans not
approved by security holders -- N/A --
------- ------ ------
Total 818,850 $19.91 45,525

PENSION PLANS

The Company maintains a defined benefit pension plan for various employees of
the Company, including salaried employees. The Company also maintains an
unfunded excess benefits plan so that participants in the defined benefit
pension plan may receive pension benefits which they would otherwise be
prevented from receiving as a result of certain limitations of the Internal
Revenue Code.

The following table shows estimated annual benefits payable at normal retirement
under the general plan formula to persons whose normal retirement age is 65 in
specified earnings and years-of-service classifications. Amounts in excess of
$118,800 or based on income in excess of $205,000 are payable pursuant to the
excess benefits plan.

YEARS OF SERVICE
HIGHEST FIVE YEAR ----------------------------------------
AVERAGE EARNINGS 10 15 20 25
----------------- -- -- -- --

$100,000.... $13,000 $ 19,000 $ 26,000 $ 32,000
150,000.... 21,000 31,000 42,000 52,000
200,000.... 29,000 43,000 58,000 72,000
250,000.... 37,000 55,000 74,000 92,000
300,000.... 45,000 67,000 90,000 112,000
350,000.... 53,000 79,000 106,000 132,000
400,000.... 61,000 91,000 122,000 152,000
450,000.... 69,000 103,000 138,000 172,000
500,000.... 77,000 115,000 154,000 192,000

The plans provide for normal retirement at age 65 and provide for reduced
benefits for early retirement beginning at age 55. Pension benefits are payable
as a straight life annuity and are calculated under a formula which is
integrated with Social Security, although the amounts determined under the
formula are not reduced by Social Security benefits or other offsets. The normal
retirement benefit is based on (i) the highest average earnings for any 5
consecutive years during the 10 calendar years ending with the year of
retirement, (ii) length of service up to 25 years and (iii) the highest average
covered compensation for Social Security purposes. Earnings covered by the plan
are generally defined as wages for purposes of federal income tax withholding
and therefore include the value realized upon the exercise of non-qualified
stock options and other minor items in addition to those included in the above
Summary Compensation Table as "Salary". Years of credited service under the
plans for the individuals described in the above Summary Compensation Table are
as follows: James Gorman -- 25; Peter Grossman -- 25; Thomas Florsheim,
Jr. -- 22; John W. Florsheim -- 10; John Wittkowske -- 10.

The foregoing describes the general formula under the defined benefit plan and
related excess benefits plan as revised in 1997. Those salaried employees who
were covered in the plans on January 1, 1989 are provided with the higher of the
benefits described above or a minimum benefit based on a prior formula through
the defined benefit plan, the unfunded excess benefits plan described above and
an unfunded deferred compensation plan. The normal retirement benefit under the
prior formula is based on the highest average earnings for any 5 consecutive
years during the 10 calendar years preceding retirement and length of service up
to 25 years. Minimum benefit amounts are not subject to any deduction for Social
Security benefits. Earnings covered by this formula are the same as those shown
in the above Summary Compensation Table as "Salary."

The following table shows estimated annual benefits payable under the prior
formula upon normal retirement to persons in specified earnings and
years-of-service classifications. Amounts in excess of $118,800 or based on
income in excess of $205,000 are payable pursuant to the excess benefits plan
and the deferred compensation plan.

YEARS OF SERVICE
HIGHEST FIVE YEAR ----------------------------------------
AVERAGE EARNINGS 10 15 20 25
----------------- ------- -------- -------- --------

100,$000..... $16,000 $ 23,000 $ 31,000 $ 39,000
150,000..... 24,000 35,000 47,000 59,000
200,000..... 32,000 48,000 63,000 79,000
250,000..... 40,000 59,000 79,000 99,000
300,000..... 48,000 71,000 95,000 119,000
350,000..... 56,000 84,000 111,000 139,000
400,000..... 64,000 95,000 127,000 159,000
450,000..... 72,000 107,000 143,000 179,000
500,000..... 80,000 120,000 159,000 199,000

COMPENSATION OF DIRECTORS

Directors of the Company who are not also employees of the Company or
subsidiaries receive a quarterly retainer of $1,875. In addition, they receive
$1,000 for each Board or Committee meeting attended, except that for each
additional meeting attended on the same day the compensation is $500. These
Directors may defer payment of all or part of their fees under the Deferred
Compensation Plan for Directors until they cease to be Directors.

On December 28, 2000, Chairman of the Board, Thomas W. Florsheim, entered into a
consulting agreement with the Company under which he would act as advisor to the
Company in connection with the Company's acquisition and sales of products and
materials. In accordance with this agreement, Thomas W. Florsheim was paid
$14,400 in 2003.

EMPLOYMENT AND DEFERRED COMPENSATION AGREEMENTS AND
RELATED PARTY TRANSACTIONS

The Company has entered into employment contracts with Thomas W. Florsheim, Jr.
and John W. Florsheim whereby, for services to be rendered, their employment
will be continued until December 31, 2007, at salary levels to be determined and
reviewed periodically. These contracts provide, among other things, that a lump
sum amount equal to slightly less than three times his base amount compensation
(as defined in Section 280G of the Internal Revenue Code) will be paid to Thomas
W. Florsheim, Jr. and John W. Florsheim, respectively, as severance pay, in the
event the Company terminates his employment without cause or he terminates his
employment following a change in control of more than 15% of the shares of the
Company, the replacement of two or more directors by persons not nominated by
the Board of Directors, any enlargement of the size of the Board of Directors if
the change was not supported by the existing Board of Directors, a merger,
consolidation or transfer of assets of the Company, or a substantial change in
his responsibilities. In the event Thomas W. Florsheim, Jr. or John W. Florsheim
is prevented from performing his duties by reason of permanent disability, his
normal salary will be discontinued and a disability salary of $344,250 per annum
for Thomas W. Florsheim, Jr. and $284,625 per annum for John Florsheim will be
paid until December 31, 2007. Also, in the event Thomas W. Florsheim, Jr. or
John W. Florsheim dies prior to the termination of his employment under the
contract, a death benefit equal to his salary at the annual rate being paid to
him at the date of death will be paid to a designated beneficiary for a
three-year period. As of January 1, 2004, Thomas W. Florsheim's, Jr. annual
salary is $459,000 and John W. Florsheim's annual salary is $379,500.

The Company entered into deferred compensation agreements with both Thomas W.
Florsheim and Robert Feitler under which each of them, or their designated
beneficiaries in the event of their death, would be entitled to a deferred
compensation benefit of $180,000 per year for twenty years upon reaching age 65
while employed by the Company, payable commencing upon retirement from
employment by the Company or at death.

On December 1, 1995, the Board of Directors, with Mr. Florsheim and Mr. Feitler
abstaining, approved the amendment of the deferred compensation agreements
between the Company and Mr. Florsheim and Mr. Feitler. The amended agreements
accelerate the payments which would have been made under the previous
agreements, under certain circumstances.

The Company has entered into change of control agreements with three executives,
John Wittkowske, Peter Grossman, and James Gorman. These contracts provide that
a lump sum equal to slightly less than three times his base amount of
compensation (as defined in Section 280G of the Internal Revenue Code),
calculated with

respect to the 3 taxable year period ending before the date the change of
control occurs, will be paid as severance pay in the event of a change of
control. The change of control agreements define a change of control as an event
in which:

(1) more than 25% of the voting power of the outstanding stock of the
Company is directly or indirectly controlled by a person or group of
persons other than the members of the family of Thomas W. Florsheim and
their descendents or trusts;

(2) the Company consolidates or merges with another corporation or entity
which is not a wholly owned subsidiary of the Company unless such
consolidation or merger is approved by the Board of Directors when the
majority of the Directors are persons who have been nominated by the
Board of Directors or the Florsheims;

(3) all or substantially all of the operating assets of the Company have
been sold;

(4) the majority of the existing members of the Board of Directors have been
replaced by persons not nominated by the Board of Directors or the
Florsheims; or

(5) Section 2 of Article III of the Company's Bylaws is amended to enlarge
the number of directors of the Company if the change was not supported
by the existing Board of Directors or the Florsheims.

As of January 1, 2004, Mr. Wittkowske's annual salary is $265,000, Mr.
Grossman's annual salary is $274,500, and Mr. Gorman's annual salary is
$263,750.

STOCK PERFORMANCE

The following line graph compares the cumulative total shareholder return on the
Company's common stock during the five years ended December 31, 2003 with the
cumulative return on the NASDAQ Non-Financial Stock Index and the Russell
3000-Shoes Index. The comparison assumes $100 was invested on December 31, 1998
in the Company's common stock and in each of the foregoing indices and assumes
reinvestment of dividends.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
FOR THE YEAR ENDED: DECEMBER 31, 2003

(PERFORMANCE GRAPH)

---------------------------------------------------------------------------------------------------------------
1999 2000 2001 2002 2003
---------------------------------------------------------------------------------------------------------------

Weyco Group, Inc. 103 100 106 140 215
---------------------------------------------------------------------------------------------------------------
NASDAQ Non-Financial Index Stock Index 196 114 88 57 88
---------------------------------------------------------------------------------------------------------------
Russell 3000 - Shoes Peer Group Index 100 136 126 111 173
---------------------------------------------------------------------------------------------------------------

INDEPENDENT AUDITORS

It is expected that Deloitte & Touche LLP, the Company's independent auditors
for 2003, will be selected for 2004 by the Board of Directors immediately
following the annual meeting of shareholders. A representative of Deloitte &
Touche LLP is expected to be present at the annual meeting of shareholders with
the opportunity to make a statement if so desired and such representative is
expected to be available to respond to appropriate questions.

METHOD OF PROXY SOLICITATION

The entire cost of solicitation of proxies will be borne by the Company. The
officers of the Company may solicit proxies from some of the larger
shareholders, which solicitation may be made by mail, telephone, or personal
interviews; these officers will not receive additional compensation for
soliciting such proxies. Request will also be made of brokerage houses and other
custodians, nominees and fiduciaries to forward, at the expense of the Company,
soliciting material to the beneficial owners of shares held of record by such
persons.

OTHER MATTERS

The Company has not been informed and is not aware that any other matters will
be brought before the meeting. However, proxies will be voted with discretionary
authority with respect to any other matters that properly may be presented to
the meeting.

SHAREHOLDER PROPOSALS

Shareholder proposals must be received by the Company no later than November 26,
2004, in order to be considered for inclusion in next year's annual meeting
proxy statement. In addition, a proposal submitted outside of Rule 14a-8 will be
considered untimely, and the Company may use discretionary voting authority for
any proposal that may be raised at next year's annual meeting unless the
proponent notifies us of the proposal not later than February 10, 2005.

(WEYCO GROUP, INC. LOGO)

March 26, 2004 JOHN F. WITTKOWSKE

Milwaukee, Wisconsin Secretary

APPENDIX A

WEYCO GROUP, INC.
CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE
CHARTER

MISSION

The Corporate Governance and Compensation Committee is appointed by the full
Board to assist it in fulfilling its responsibilities to assure that the Company
is governed in a manner consistent with the interests of the shareholders of the
Company and also that the executive officers of the Company are compensated in a
manner consistent with the compensation strategy of the Company, internal equity
considerations, competitive practice, and the requirements of applicable tax and
regulatory bodies. Without limiting the foregoing, the Corporate Governance and
Compensation Committee shall: (1) assist the Board by identifying individuals
qualified to become members of the Board and its committees, and recommend to
the Board the director nominees for the next annual meeting of shareholders; (2)
recommend to the Board the corporate governance guidelines applicable to the
Company, including changes to those guidelines as appropriate from time to time;
(3) lead the Board in its periodic reviews of the Board's performance; (4)
establish, subject to approval of the full Board, compensation arrangements for
the Company's executive officers; (5) administer the Company's stock option and
other compensation plans, and approve the granting of stock options to officers
and other key employees of the Company and its subsidiaries; and (6) communicate
to shareholders regarding these policies and activities as required by the
Securities and Exchange Commission or other regulatory bodies.

ORGANIZATION

The Corporate Governance and Compensation Committee is a standing committee of
the Board composed of at least three (3) independent directors. An independent
director should be free of any relationship that could influence his or her
judgment as a Committee member. In addition, each Committee member shall be
independent as defined by the requirements of the NASDAQ National Market and the
corporate governance guidelines, and shall satisfy all requirements necessary
from time to time to be "disinterested directors" under SEC Rule 16b-3 and
qualified "outside directors" under Section 162(m) of the Internal Revenue Code
and related regulations. The members shall serve at the pleasure of the full
Board, but ordinarily shall be elected to the Committee annually or as necessary
to fill vacancies. The Committee shall not delegate its responsibilities to any
subcommittee. The Board shall designate one of the Committee members as the
chairperson.

MEETINGS AND REPORTS

The Committee shall hold meetings as necessary to perform its duties and
responsibilities. The Committee shall periodically report to the full Board
regarding the performance of its duties hereunder.

FUNDING

The Company will provide the Committee with the funding appropriate to perform
its duties and responsibilities in a thorough and efficient manner. This may
include, without limitation, funding to retain a search firm to identify
director candidates and funding to retain compensation consultants to assist in
the design and implementation of compensation policies that advance the
Company's interests and objectives.

DUTIES

1. Consider candidates submitted by directors, employees or shareholders, or
otherwise identified by the Committee, for possible nomination to the Board.
Review the qualifications of and recommend to the full Board nominees for
directors to be submitted to shareholders for election at each annual meeting
of shareholders and nominees for election by the Board to fill vacancies and
newly created directorships.

2. Develop and recommend to the full Board guidelines and criteria to determine
the qualifications and effectiveness of directors.

3. Annually evaluate the compensation (and performance relative to compensation)
of the Chief Executive Officer and the Company's other executive officers,
and determine the amounts and elements of total compensation to them
consistent with the Company's corporate goals and objectives and in
compliance with NASDAQ requirements for compensation committees. Communicate
in the annual Compensation Committee Report to shareholders regarding these
matters as required by SEC rules.

A-1

4. Periodically evaluate the terms and administration of the Company's annual
and long-term compensation and incentive plans to assure that they are
structured and administered in a manner consistent with the Company's goals
and objectives. Approve the adoption or modification of any equity-related
plans and determine when it is necessary or desirable to submit these matters
to the full Board and/or to the Company's shareholders. Authorize stock
option grants to executives and key employees, including the option exercise
prices and vesting schedules.

5. Periodically evaluate the compensation of directors, including for service on
Board committees and taking into account the compensation of directors at
other comparable companies. Make recommendations to the full Board regarding
any adjustments in director compensation that the Committee considers
appropriate.

6. Review and recommend committees and committee structure for the Board,
including committee assignments of directors.

7. Recommend performance criteria for the Board and review the procedures, the
effectiveness and the performance of the Board as a whole, the individual
directors and the Board committees, including the performance of the
Committee itself.

8. Review potential conflicts of interest and related party transactions
involving directors or executive officers of the Company on an ongoing basis
and approve related-party transactions in advance, when appropriate.

9. Review and recommend corporate governance guidelines, practices and policies
of the Company.

A-2

APPENDIX B

WEYCO GROUP, INC.

AUDIT COMMITTEE CHARTER

The Audit Committee consists of at least three (3) members of the Board of
Directors who are not employees of the Company. The Audit Committee's primary
duties and responsibilities are to: (1) monitor the integrity of the financial
statements of the Company, (2) monitor the compliance by the Company with legal
and regulatory requirements and (3) oversee the independence and performance of
the Company's external auditors.

The members of the Audit Committee shall meet the independence and experience
requirements included in the listing requirements of the Nasdaq Stock Market,
Inc. The Audit Committee shall have the authority to retain at the Company's
expense special legal, accounting or other consultants to advise the Committee.
The Audit Committee may request any employee of the Company or the Company's
outside counsel or independent auditor to attend a meeting of the Committee or
to meet with any members of, or consultants to, the Committee.

The Audit Committee shall:

REVIEW PROCEDURES

1. Review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval.

2. Review the Company's annual audited financial statements with management
and independent auditors prior to filing or distribution. The review
shall include major issues regarding accounting and auditing principles
and practices as well as the adequacy of internal controls that could
significantly affect the Company's financial statements.

3. Review an analysis prepared by management and the independent auditor of
significant financial reporting issues and judgments made in connection
with the preparation of the Company's financial statements.

4. Review with management and independent auditor the Company's quarterly
financial statements prior to the filing of its Form 10-Q. At a minimum,
the Audit Committee Chairman must participate in these reviews.

5. Meeting periodically with management to review the Company's major
financial risk exposures and the steps management has taken to monitor
and control such exposures.

6. Review major changes to the Company's auditing and accounting principles
and practices as suggested by the independent auditor or management.

INDEPENDENT AUDITORS

7. Recommend to the Board the appointment of the independent auditors, who
are ultimately accountable to the Audit Committee and the Board.

8. Approve in advance the audit and permitted non-audit services to be
provided by, and the fees to be paid to the independent auditor, subject
to the deminimus exceptions to pre-approval permitted by the rules of the
SEC and Nasdaq for non-audit services.

9. Receive periodic reports from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, and if so
determined by the Audit Committee, recommend that the Board take
appropriate action to satisfy itself of the independence of the auditor.

10. Evaluate together with the Board the performance of the independent
auditor and, if so determined by the Audit Committee, replace the
independent auditor.

11. Meet with the independent auditor prior to the audit to review the
planning and staffing of the audit.

12. Obtain from the independent auditor assurance that Section 10A of the
Securities Exchange Act of 1934 has not been implicated.

13. Discuss with the independent auditor the matters required to be
discussed by Statement of Auditing Standards No. 61 relating to the
conduct of the audit.

B-1

14. Review with the independent auditor any problems or difficulties the
auditor may have encountered and any management letter provided by the
auditor and the Company's response to that letter. Such review should
include any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access of
required information.

15. On at least an annual basis, meet privately with the independent public
accountants to discuss any pertinent matters that they feel should be
discussed, including quality of management, financial and accounting
personnel, or determine if any restrictions have been placed by
management on the scope of their examination, and assure the auditors of
the Committee's availability for additional private discussions if they
feel them necessary.

OTHER AUDIT COMMITTEE RESPONSIBILITIES

16. Review and approve the report required by the rules of the Securities
and Exchange Commission to be included in the Company's annual proxy
statement.

17. Review with the Company's General Counsel legal matters that may have a
material impact on the financial statements, the Company's compliance
policies and any material reports or inquiries received from regulators
or governmental agencies.

18. Meet at least annually with the chief financial officer and the
independent auditor in separate executive sessions.

19. Establish, review and maintain appropriate procedures for handling
complaints and concerns regarding accounting or auditing matters as
required by law.

While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. See Section 17 of the
Code of Business Ethics -- there are some compliance responsibilities of the
Audit Committee and its Chairman.

B-2

COMMON STOCK

PROXY WEYCO GROUP, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Thomas W. Florsheim, Jr. and John W. Florsheim
or either of them, proxies with full power of substitution, to vote at the
Annual Meeting of Shareholders of Weyco Group, Inc. (the "Company") to be held
on April 27, 2004 at 10:00 A. M., local time and at any adjournment thereof,
hereby revoking any proxies heretofore given, to vote all shares of Common Stock
of the Company held or owned by the undersigned as directed on the reverse, and
in their discretion upon such other matters as may come before the meeting.

(TO BE SIGNED ON REVERSE SIDE) SEE REVERSE
SIDE

A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE

FOR WITHHELD
1. Election of [ ] [ ] NOMINEES:
Directors Thomas W. Florsheim
for their Leonard J. Goldstein
respective terms

INSTRUCTIONS: To withhold authority to vote for any individual
nominee, print that nominee's name on the line provided below.

---------------------------------------------------------------

THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED FOR PROPOSAL 1 IF NO INSTRUCTION TO THE
CONTRARY IS INDICATED OR IF NO DIRECTION IS
GIVEN.

PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY IN THE ENCLOSED ENVELOPE.

SIGNATURE(S) DATE
---------------------------------- -------------------------
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, trustee or guardian please
give full title as such.

CLASS B COMMON STOCK

PROXY WEYCO GROUP, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Thomas W. Florsheim, Jr. and John W.
Florsheim or either of them, proxies with full power of substitution, to vote at
the Annual Meeting of Shareholders of Weyco Group, Inc. (the "Company") to be
held on April 27, 2004 at 10:00 A. M., local time and at any adjournment
thereof, hereby revoking any proxies heretofore given, to vote all shares of
Class B Common Stock of the Company held or owned by the undersigned as directed
on the reverse, and in their discretion upon such other matters as may come
before the meeting.

(TO BE SIGNED ON REVERSE SIDE) SEE REVERSE
SIDE

A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE

FOR WITHHELD
1. Election of [ ] [ ] NOMINEES:
Directors Thomas W. Florsheim
for their Leonard J. Goldstein
respective terms

INSTRUCTIONS: To withhold authority to vote for any individual
nominee, print that nominee's name on the line provided below.

---------------------------------------------------------------

THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED FOR PROPOSAL 1 IF NO INSTRUCTION TO THE
CONTRARY IS INDICATED OR IF NO DIRECTION IS
GIVEN.

PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY IN THE ENCLOSED ENVELOPE.