1
                                                                   EXHIBIT 10.20

            AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN DATED
                                FEBRUARY 23, 1999

SECTION 4.

     (f)  FORFEITURE OF BENEFIT. Notwithstanding any other provision of this
Plan, a Participant shall cease participation in this Plan and such Participant
(and his/her spouse) shall forfeit his/her entire benefits under this Plan upon
the occurrence of any of the following events:

          (1)  The Participant voluntarily terminates his/her employment with
               Employer prior to attaining age 65 and following his/her
               termination of employment with Employer, but prior to attaining
               age 65, the Participant provides services as an employee,
               consultant, or otherwise for any person or entity other than
               Employer for renumeration ("Outside Services"). For purposes of
               this clause, the determination of what constitutes Outside
               Services shall be made by Employer, in its sole judgment and
               discretion, taking into account whatever factors Employer deems
               necessary or appropriate; PROVIDED, that Participant shall not be
               deemed to be providing Outside Services, if Participant is
               engaged in teaching, government or public service or service as a
               corporate director or if the Participant is employed for less
               than twenty-five hours per week as an employee for a non-profit
               company or as a consultant. Notwithstanding the foregoing, if all
               of the following conditions are satisfied, then this provision
               relating to the forfeiture of benefits shall not apply: (1) if a
               Participant has entered into a Change in Control Agreement with
               Employer, (2) such Participant voluntarily terminates employment
               following a Change of Control (as defined in such agreement), and
               (3) such termination results in the payment of benefits under the
               Change of Control Agreement.

          (2)  The Participant's employment with Employer is terminated by
               Employer for "cause", as determined by Employer in its reasonable
               judgment and discretion.

          (3)  At any time the Participant, directly or indirectly, owns,
               manages, operates, controls, is employed by or acts as an
               officer, director or consultant for, any footwear or apparel
               company (a "Competitive Activity") unless Employer consents in
               advance in writing to such Competitive Activity.

     In order to administer the restrictions set forth above, each Participant
who is no longer employed by Employer shall be required to certify to Employer
on an annual basis (1) if the Participant voluntarily terminated his/her
employment, that the Participant is not providing Outside Services and (2) that
the Participant is not engaged in any Competitive Activity. Participant shall
also provide Employer with such additional information regarding his/her
activities as Employer may request in order to confirm compliance with the
restrictions set forth above.