SEC Filing | Wolverine Worldwide

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SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. _____________)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as Permit-
[ ] Definitive Proxy Statement ted by Rule 14a-6(e) (2))

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

WOLVERINE WORLD WIDE, INC.
(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date of its
filing.

(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(4) Date filed:
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[WOLVERINE WORLD WIDE, INC. LOGO]
9341 COURTLAND DRIVE, N.E.
ROCKFORD, MICHIGAN 49351

NOTICE OF ANNUAL MEETING

TO OUR STOCKHOLDERS:

The annual meeting of stockholders of Wolverine World Wide, Inc. will
be held at the Holiday Inn Crowne Plaza, 5700 28th Street, S.E., Grand
Rapids, Michigan, on Wednesday, April 16, 1997, at 10 a.m. local time, for
the following purposes:

(1) Election of 4 directors for three-year terms expiring in
2000.

(2) Approval of an amendment to the Certificate of Incorporation
to increase the number of authorized shares of Common Stock.

(3) Approval of the 1997 Stock Incentive Plan.

(4) Approval of the Executive Short-Term Incentive Plan (Annual Bonus
Plan).

(5) Approval of the Executive Long-Term Incentive Plan (Three-Year
Bonus Plan).

(6) Ratification of the Board of Directors' appointment of Ernst
& Young LLP as independent auditors for the current fiscal
year.

(7) Transaction of such other business as may properly come
before the meeting.

Stockholders of record at the close of business March 1, 1997, are
entitled to notice of and to vote at the meeting or any adjournment of the
meeting. A list of stockholders entitled to receive notice of and vote at
the annual meeting of stockholders will be available for examination by
Wolverine World Wide, Inc. stockholders at the offices of Warner Norcross &
Judd LLP, 900 Old Kent Building, 111 Lyon Street, N.W., Grand Rapids,
Michigan 49503, during ordinary business hours for the ten-day period
before the meeting.

A copy of the Annual Report to Stockholders for the year ended
December 28, 1996, is enclosed with this Notice. The following Proxy

Statement and enclosed Proxy are being furnished to stockholders on and
after March 14, 1997.

By Order of the Board of Directors

Blake W. Krueger, EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
March 14, 1997

YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE MEETING,
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY.

WOLVERINE WORLD WIDE, INC.
9341 COURTLAND DRIVE, N.E.
ROCKFORD, MICHIGAN 49351

ANNUAL MEETING OF STOCKHOLDERS

APRIL 16, 1997

PROXY STATEMENT

This Proxy Statement and the enclosed proxy are being furnished to
holders of Common Stock, $1.00 par value, of Wolverine World Wide, Inc.
("Wolverine" or the "Company") on and after March 14, 1997, in connection
with the solicitation by the Wolverine Board of Directors of proxies for
use at the annual meeting of stockholders to be held on April 16, 1997, and
any adjournment of that meeting. The annual meeting will be held at the
Holiday Inn Crowne Plaza, 5700 28th Street, S.E., Grand Rapids, Michigan,
at 10 a.m. local time.

The purpose of the annual meeting is to consider and vote upon: (i)
the election of 4 directors for three-year terms expiring in 2000; (ii)
approval of an amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock; (iii) approval of
the 1997 Stock Incentive Plan; (iv) approval of the Executive Short-Term
Incentive Plan (Annual Bonus Plan); (v) approval of the Executive Long-Term
Incentive Plan (Three-Year Plan); and (vi) ratification of the appointment of
Ernst & Young LLP as independent auditors for the Company for the current
fiscal year. If a proxy in the enclosed form is properly executed and
returned to Wolverine, the shares represented by the proxy will be voted at
the annual meeting and any adjournment of that meeting. If a stockholder
specifies a choice, the proxy will be voted as specified. If no choice is
specified, the shares represented by the proxy will be voted for the
election of all nominees named in this Proxy Statement, for approval of the
amendment to the Company's Certificate of Incorporation, for approval of
the 1997 Stock Incentive Plan, for approval of the Executive Short-Term
Incentive Plan (Annual Bonus Plan), for approval of the Executive Long-Term
Incentive Plan (Three-Year Plan), for ratification of the appointment of Ernst
& Young LLP as independent auditors for the Company for its current fiscal
year and in accordance with the judgment of the persons named as proxies
with respect to any other matter that may come before the meeting or any
adjournment. For purposes of determining the presence or absence of a
quorum for the transaction of business at the meeting, all shares for which
a proxy or vote is received, including abstentions and shares represented
by a broker vote on any matter, will be counted as present and represented
at the meeting.

A proxy may be revoked at any time before it is exercised by written
notice delivered to the Secretary of the Company or by attending and voting
at the annual meeting.

ELECTION OF DIRECTORS

In accordance with the recommendation of the Governance Committee, the
Board of Directors has nominated the following 4 nominees for election
as directors for three-year terms expiring at the 2000 annual meeting:

Alberto L. Grimoldi
Joseph A. Parini
Joan Parker
Elizabeth A. Sanders

A plurality of the shares present in person or represented by proxy
and entitled to vote on the election of directors is required to elect
directors. For purposes of counting votes on the election of directors,
abstentions, broker non-votes and other shares not voted will not be
counted as shares voted, and the number of shares of which a plurality is
required will be reduced by the number of shares not voted.

All of the nominees are presently directors of the Company whose terms
will expire at the annual meeting. The proposed nominees are willing to be
elected and to serve. In the event that a nominee is unable to serve or is
otherwise unavailable for election, which is not contemplated, the
incumbent Wolverine Board of Directors may or may not select a substitute
nominee. If a substitute nominee is selected, all proxies will be voted for
the substitute nominee designated by the Board of Directors. If a
substitute nominee is not selected, all proxies will be voted for the
remaining nominees. Proxies will not be voted for a greater number of
persons than the number of nominees named above.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE FOR ELECTION OF ALL NOMINEES AS DIRECTORS

AMENDMENT OF THE CERTIFICATE OF INCORPORATION

The Board of Directors proposes to amend the Fourth Article of the
Company's Certificate of Incorporation to increase the Company's authorized
capital stock from 42,000,000 shares, of which 40,000,000 are shares of
common stock, $1.00 par value per share ("Common Stock"), to 82,000,000
shares, of which 80,000,000 would be shares of Common Stock. The purpose of
the amendment is to provide additional shares for possible future issuance.

-2-

As of March 1, 1997, there were __________ authorized shares of Common
Stock issued and outstanding, excluding __________ shares of treasury
stock. If all outstanding stock options were exercised, there would be
approximately __________ shares of Common Stock issued and outstanding.

The Board of Directors believes that it is advisable to have
additional authorized shares of Common Stock available for possible future
stock splits and dividends, public or private offerings of Common Stock or
securities convertible into Common Stock, employee benefit plans, equity-
based acquisitions and other corporate purposes that might be proposed. For
example, the Company currently does not have enough authorized capital
stock for the Board of Directors to declare a three-for-two stock split.
The Company previously declared three separate three-for-two stock splits
effective August 16, 1996, May 15, 1995, and April 14, 1994. Authorized
shares of Common Stock, or funds raised in a public or private offering of
shares, may also be used for acquisition opportunities. Except for shares
to be issued under the Company's stock plans, the Company does not have any
present plans to issue additional shares of Common Stock.

All of the additional shares resulting from the increase in the
Company's authorized Common Stock would be of the same class, with the same
dividend, voting and liquidation rights, as the shares of Common Stock
presently outstanding. The Company's authorized capital stock also
includes, and will continue to include without increase, 2,000,000 shares
of preferred stock, none of which is currently outstanding. Stockholders
have no preemptive rights to acquire shares issued by the Company under its
Certificate of Incorporation and stockholders would not acquire preemptive
rights with respect to additional shares under the proposed amendment to
the Company's Certificate of Incorporation. Under some circumstances, the
issuance of additional shares of Common Stock could dilute the voting
rights, equity and earnings per share of existing stockholders.

If the proposed amendment is adopted, the newly authorized shares
would be unreserved and available for issuance by the Company without
further stockholder authorization.

The proposed increase in authorized but unissued Common Stock could be
considered an anti-takeover measure because the additional authorized but
unissued shares of Common Stock could be used by the Board of Directors to
make a change in control of the Company more difficult. The Board of
Directors' purpose in recommending this proposal is not as an anti-takeover
measure, but for the reasons discussed above.

The first paragraph of the Fourth Article of the Company's Certificate
of Incorporation, as amended, would read as follows:

FOURTH: The total number of shares that the corporation
shall have authority to issue and have outstanding is Eighty-two

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Million (82,000,000) shares, of which Two Million (2,000,000)
shares shall be Preferred Stock, par value One Dollar ($1.00) per
share, and Eighty Million (80,000,000) shares shall be Common
Stock, par value One Dollar ($1.00) per share.

The affirmative vote of holders of a majority of shares entitled to
vote at the annual meeting of stockholders is required to approve the
proposed amendment to the Company's Certificate of Incorporation. For the
purpose of counting votes on this proposal, abstentions, broker non-votes
and other shares not voted have the same effect as a vote against the
proposal. The New York Stock Exchange has advised the Company that this
proposal is deemed to be a routine matter. Therefore, shares of Common
Stock held by New York Stock Exchange member organizations, or their
nominees, may be voted without specific instructions from the beneficial
owners of such shares.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
APPROVAL OF THE AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION

APPROVAL OF THE 1997 STOCK INCENTIVE PLAN

The Board of Directors firmly believes that the Company's long-term
interests are best advanced by aligning the interests of its key employees
with the interests of its stockholders. Therefore, to attract, retain and
motivate officers and key management employees of exceptional abilities,
and in recognition of the significant and extraordinary contributions to
the long-term performance and growth of the Company and its subsidiaries
made by these individuals, on February 25, 1997, the Board of Directors
adopted, subject to stockholder approval, the 1997 Stock Incentive Plan
(the "Plan"). The Plan is meant to supplement and continue forward other
stock incentive plans of the Company, which have been utilized by the
Company for these purposes for over several decades, including the 1995 Stock
Incentive Plan (the "1995 Plan"), the 1993 Stock Incentive Plan (the "1993
Plan") and the 1988 Stock Option Plan (the "1988 Plan") (collectively the
"Current Plans"). As a result of the reorganization of the Company over
the past several years, the related recruitment and reassignment of key
management employees and the expectation that these activities will
continue as the Company continues to grow, and because the Current Plans
have limited authorized shares remaining for future awards and stock
options (257,902 shares under the 1995 Plan, 1,462 shares under the 1993
Plan, and 6,609 shares under the 1988 Plan), the Board of Directors
believes that adoption of the Plan is now advisable to make additional
shares available for awards and stock options.

-4-

Section 162(m) of the Internal Revenue Code of 1986, as amended
("Section 162(m)"), which was adopted in 1993 and implemented in phases
through 1997, limits to $1,000,000 the annual income tax deduction that may
be claimed by a publicly held corporation for compensation paid to its
chief executive officer and to the 4 most highly compensated officers other
than the chief executive officer. Qualified "performance-based"
compensation is exempt from the $1,000,000 limit and may be deducted even
if other compensation exceeds $1,000,000. The proposed Plan is intended to
provide performance-based compensation under Section 162(m) to permit
compensation associated with stock options awarded under the Plan to be tax
deductible while allowing, as nearly as practicable, the continuation of
the Company's preexisting practices with respect to the award of stock
options. It is anticipated that, if the Plan is approved by stockholders,
all future awards of stock options to the Chief Executive Officer and the
Company's 4 most highly compensated officers other than the Chief Executive
Officer would be made under the Plan. It is anticipated that awards of
stock options to other employees would first be made under the Current
Plans until the shares authorized under such plans have been exhausted. As
required by the regulations under Section 162(m), no participant in the
Plan may be granted, with respect to any calendar year, awards representing
more than 25% of the total number of shares of Common Stock available for
awards under the Plan.

It is contemplated that the Plan would be used to grant incentive
stock options (as described below) and restricted stock in accordance with
the past practice of the Company. Most of the options granted under the
Current Plans have been incentive stock options within the meaning of the
Internal Revenue Code of 1986, as amended (the "Code"), with an exercise
price equal to the market price of the stock on the date of the grant.
However, the Plan would also permit the grant of other forms of long-term
incentive compensation if determined to be desirable to advance the
purposes of the Plan. These other forms of long-term incentive
compensation include tax benefit rights and stock awards (together with
stock options and restricted stock, collectively referred to as "Incentive
Awards"). By combining in a single plan many types of incentives commonly
used in long-term incentive compensation programs, it is intended that the
Plan would provide significant flexibility for the Company to design
specific long-term incentives that would best promote the objectives of the
Plan, and in turn promote the interests of the Company's stockholders.

The following is a summary of the principal features of the Plan and
is qualified in its entirety by reference to the terms of the Plan set
forth in Appendix A to this Proxy Statement.

Persons eligible to receive Incentive Awards under the Plan (with
certain limitations discussed below) include corporate executive officers
(currently 8 persons) and other officers and key employees (currently
approximately 150 persons) of the Company and its subsidiaries in

-5-

consideration of their ability to contribute to increased stockholder
value. A maximum of 1,000,000 shares of the Company's Common Stock, would
be available for Incentive Awards under the Plan (subject to certain
antidilution adjustments). Additional individuals may become executive
officers, officers or key employees in the future and could participate in
the Plan. Executive officers, officers and key employees of the Company
and its subsidiaries may be deemed to have an interest in the Plan because
they may receive Incentive Awards under the Plan. The benefits payable
under the Plan are presently not determinable and the benefits that would
have been payable had the Plan been in effect during the most recent fiscal
year are similarly not determinable. The Plan would not be qualified under
Section 401(a) of the Code and would not be subject to the Employee
Retirement Income Security Act of 1974.

The Plan would be administered by the Compensation Committee of the
Board of Directors (the "Committee") or such other committee as the Board
would designate to administer the Plan. The Committee would consist of at
least 2 members and all of its members would be "non-employee directors"
as defined in Rule 16b-3 issued under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and "outside directors" as defined in the
regulations issued under Section 162(m). The Committee would have full
authority and discretion to interpret the Plan. The Committee would make
determinations, subject to the terms of the Plan, as to the persons to
receive Incentive Awards, the amount of Incentive Awards to be granted to
each person (subject to the limit specified in the Plan), the time of each
grant, the terms and duration of each grant and all other determinations
necessary or advisable for administration of the Plan. No participant may
be granted, during any calendar, Incentive Awards representing more than
25% of the total number of shares of Common Stock available for Incentive
Awards under the Plan, subject to certain antidilution adjustments. The
Committee could amend the terms of Incentive Awards granted under the Plan
from time to time in a manner consistent with the Plan.

The principal stock option features of the Plan provide that the
Company may grant to participants options to purchase shares of Common
Stock at stated prices for specified periods of time. Certain stock
options that could be granted to employees under the Plan may qualify as
Incentive Stock Options as defined in Section 422 of the Code ("Incentive
Stock Options"). The Company has traditionally granted Incentive Stock
Options to its officers and key employees as the primary form of long-term,
equity-based incentive awards. Other stock options would not be Incentive
Stock Options within the meaning of the Code ("Nonqualified Options").
Stock options could be granted at any time prior to the termination of the
Plan according to its terms or termination of the Plan by action of the
Committee or the Board of Directors. The Committee could award options for
any amount of consideration, or no consideration, as may be determined by
the Committee.

-6-

The Committee would set forth the terms of individual grants of stock
options in stock option agreements. The stock option agreements would
contain terms, conditions and restrictions consistent with the provisions
of the Plan that the Committee determined appropriate. These restrictions
could include vesting requirements to encourage long-term ownership of
shares. Incentive Stock Options granted by the Committee under the Current
Plans generally vest in four installments over a three-year period subject
to, among other things, the participant's continued employment with the
Company or the applicable subsidiary. The terms could also provide for
automatic regrants of options, or "reloads," with respect to shares
surrendered to the Company in connection with the exercise of an
outstanding stock option or payment of taxes in connection with the vesting
of restricted stock. The exercise price per share would be determined by
the Committee and would be a price equal to or higher than the par value of
Common Stock ($1.00 per share) on the date of grant. The Committee does
not presently intend to grant any options at a price less than the market
value of Common Stock on the date of grant. Incentive Stock Options must
be at prices at least equal to market value on the date of grant. On March
__, 1997, the closing price of Common Stock on the New York Stock Exchange
was $______ per share. When exercising all or a portion of a stock option,
a participant could pay the exercise price with cash or, with the consent
of the Committee, shares of Common Stock or other consideration
substantially equal to cash. If shares of Common Stock are used to pay the
exercise price and the Committee consents, a participant could use the
value of shares received upon exercise for further exercises in a single
transaction. The Committee could also authorize payment of all or a
portion of the stock option price in the form of a promissory note or
installments on terms that the Committee approved. The Board of Directors
could restrict or suspend the power of the Committee to permit such loans
and could require that adequate security be provided.

Although the term of each stock option would be determined by the
Committee, no stock option would be exercisable under the Plan after the
expiration of 10 years from the date it was granted. Stock options
generally would be exercisable for limited periods of time in the event a
stock option holder dies, becomes disabled or is terminated without cause.
If a stock option holder is terminated for cause, the stock option holder
would forfeit all rights to exercise any outstanding stock options unless
the Committee and the Board determine otherwise. If a stock option holder
retires after age 60 or upon any other age determined by the Committee, the
option holder could exercise options for the remainder of the terms of the
options unless the terms of the option agreement or grant provide
otherwise. Incentive Stock Options granted to participants under the Plan
generally could not be transferred except by will or by the laws of descent
and distribution. Any other stock option granted to a participant under
the Plan would be transferable unless transfer is restricted by the terms
of the grant or the applicable stock option agreement.

-7-

For federal income tax purposes, the participant would not recognize
income and the Company would not receive a deduction at the time an
Incentive Stock Option is granted. A participant exercising an Incentive
Stock Option would not recognize income at the time of the exercise. The
difference between the market value and the exercise price would, however,
be a tax preference item for purposes of calculating alternative minimum
tax. Upon sale of the stock, as long as the participant held the stock for
at least 1 year after the exercise of the stock option and at least 2
years after the grant of the stock option, the participant's basis would
equal the exercise price and the participant would pay tax on the
difference between the sale proceeds and the exercise price as capital
gain. The Company would receive no deduction for federal income tax
purposes. If, before the expiration of either of the above holding
periods, the participant sold shares acquired under an Incentive Stock
Option, the tax deferral would be lost and the participant generally would
recognize compensation income equal to the difference between the exercise
price and the fair market value at the time of exercise. The Company would
then receive a corresponding deduction for federal income tax purposes.
Additional gains, if any, recognized by the participant would result in the
recognition of short- or long-term capital gain.

Federal income tax laws provide different rules for Nonqualified
Options. Under current federal income tax laws, a participant would not
recognize any income and the Company would not receive a deduction at the
time a Nonqualified Option is granted. If a Nonqualified Option is
exercised, the participant would recognize compensation income in the year
of exercise equal to the difference between the exercise price and the fair
market value on the date of exercise. The Company would receive a
corresponding deduction for federal income tax purposes. The participant's
tax basis in the shares acquired would be increased by the amount of
compensation income recognized. Sale of the stock after exercise would
result in recognition of short- or long-term capital gain or loss.

In addition to the authority to grant stock options under the Plan,
the Committee could also grant tax benefit rights, which would be subject
to such terms and conditions as the Committee determined appropriate.
Although authorized under the Current Plans, the Company has never granted
any such rights and presently has no intention to do so. A tax benefit
right is a cash payment received by a participant upon exercise of a stock
option. The amount of the payment would not exceed the amount determined
by multiplying the ordinary income realized by the participant (and
deductible by the Company) upon exercise of a Nonqualified Option, or upon
a disqualifying disposition of an Incentive Stock Option, by the maximum
federal income tax rate (including any surtax or similar charge or
assessment) for corporations plus the applicable state and local tax
imposed on the exercise of the stock option or disqualifying disposition.
Unless the Committee provides otherwise, the net amount of a tax benefit
right, subject to withholding, could be used to pay a portion of the

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exercise price. Tax benefit rights could be issued under the Plan with
respect to stock options granted not only under the Plan but also with
respect to existing or future stock options awarded under any other plan of
the Company that has been approved by the stockholders as of the date of
the Plan.

The Plan would also give the Committee authority to make stock awards.
A stock award of the Company's Common Stock would be subject to terms and
conditions determined by the Committee at the time of the award. Stock
award recipients would generally have all voting, dividend, liquidation and
other rights with respect to shares of Common Stock received upon becoming
the holder of record of the Common Stock. However, the Committee could
impose restrictions on the assignment or transfer of Common Stock awarded
under a stock award. The Company has previously granted stock awards for
minimal numbers of shares to a limited number of persons in connection with
short-term programs targeted at specific locations or profit centers as
rewards for achieving preestablished sales or similar goals. The Company
presently expects any future awards would be for similar numbers of shares
and purposes.

Finally, the Plan would allow the Committee to award restricted stock,
subject to such terms and conditions that the Committee from time to time
determined. As with stock option grants, the Committee would set forth the
terms of individual awards of restricted stock in restricted stock
agreements. Restricted stock granted by the Committee generally vests in
three installments over a five-year period, with 25% of the shares subject
to an award vesting on the third anniversary of the date of the award, 25%
of the shares vesting on the fourth anniversary and the remaining shares
vesting on the fifth anniversary. Unless the Committee provides otherwise
in a restricted stock agreement, if a participant's employment is
terminated during the restricted period set by the Committee for any reason
other than death, disability, retirement (as defined in the Plan) or
termination for cause, the participant's restricted stock would be entirely
forfeited. If the participant's employment terminates during the
restricted period by reason of death, disability or retirement, the
restrictions on the participant's shares would terminate automatically with
respect to that number of shares (rounded to the nearest whole number)
equal to the total number of shares of restricted stock awarded to the
participant multiplied by the number of full months that have elapsed since
the date of grant divided by the total number of full months in the
restricted period. All remaining shares would be forfeited and returned to
the Company, unless the Committee provides otherwise. If the participant's
employment is terminated for cause, the participant's restricted stock
would be automatically forfeited unless the Committee and the Board
determine otherwise. The Company has previously granted restricted stock
awards pursuant to the 1993 Plan and the 1995 Plan.

-9-

Without Committee authorization, a recipient of restricted stock would
not be allowed to sell, exchange, transfer, pledge, assign or otherwise
dispose of the stock other than to the Company or by will or the laws of
descent and distribution. In addition, the Committee could impose other
restrictions on shares of restricted stock. Holders of restricted stock
would enjoy all other rights of a stockholder with respect to restricted
stock, including the right to vote restricted shares at stockholders'
meetings and the right to receive all dividends paid with respect to shares
of Common Stock. Any securities received by a holder of restricted stock
pursuant to a stock dividend, stock split, recapitalization, merger,
consolidation, combination or exchange of shares would be subject to the
same terms, conditions and restrictions that are applicable to the
restricted stock for which the shares are received.

Generally, a participant would not recognize income upon the award of
restricted stock. However, a participant would be required to recognize
compensation income on the value of restricted stock at the time the
restricted stock vests (when the restrictions lapse). At the time the
participant recognizes compensation income, the Company would be entitled
to a corresponding deduction for federal income tax purposes. If
restricted stock is forfeited by a participant, the participant would not
recognize income and the Company would not receive a deduction. Prior to
the lapse of restrictions, dividends paid on restricted stock would be
reported as compensation income to the participant and the Company would
receive a corresponding deduction.

A participant could, within 30 days after the date of an award of
restricted stock, elect to report compensation income for the tax year in
which the award of restricted stock occurs. If the participant makes such
an election, the amount of compensation income would be the value of the
restricted stock at the time of the award. Any later appreciation in the
value of the restricted stock would be treated as capital gain and realized
only upon the sale of the restricted stock. Dividends received after such
an election would be taxable as dividends and not treated as additional
compensation income. If, however, restricted stock is forfeited after the
participant makes such an election, the participant would not be allowed
any deduction for the amount earlier taken into income. Upon the sale of
restricted stock, a participant would realize capital gain (or loss) in the
amount of the difference between the sale price and the value of the stock
previously reported by the participant as compensation income.

Compensation associated with most awards of restricted stock under the
Plan would not, based upon the Company's past practices, qualify as
performance-based compensation for purposes of Section 162(m) and would be
subject to the $1,000,000 deductibility limit. However, if the Executive
Long-Term Incentive Plan (discussed below) is approved by the stockholders,
the Company believes that awards of restricted stock in connection with
that plan would constitute performance-based compensation and would be
exempt from the $1,000,000 deductibility limit imposed by Section 162(m).

-10-

Upon the occurrence of a "change in control" of the Company (as
defined in the Plan), all outstanding stock options would become
immediately exercisable in full and would remain exercisable in accordance
with their terms and all other outstanding Incentive Awards under the Plan
would immediately become fully vested and nonforfeitable. In addition, the
Committee, without the consent of any affected participant, could determine
that some or all participants holding outstanding stock options would
receive cash in an amount equal to the greater of the excess over the
exercise price per share of each stock option of: (i) the highest sale
price of the shares on the New York Stock Exchange immediately before the
effective date of the change in control; or (ii) the price per share
actually paid in connection with any change in control of the Company.

If Incentive Awards are made under the Plan, the Company could
withhold from any cash otherwise payable to a participant or require a
participant to remit to the Company an amount sufficient to satisfy
federal, state and local withholding taxes. Tax withholding obligations
could be satisfied by withholding Common Stock to be received upon exercise
of an option or the vesting of restricted stock or by delivery to the
Company of previously owned shares of Common Stock.

The Board of Directors on the recommendation of the Committee could
terminate the Plan at any time and could from time to time amend the Plan
as it considered proper and in the best interests of the Company, provided
that no amendment could impair any outstanding Incentive Award without the
consent of the participant except according to the terms of the Plan or
Incentive Award. No termination, amendment or modification could become
effective with respect to any Incentive Award outstanding under the Plan
without the prior written consent of the participant holding the award
unless the amendment or modification operated to the benefit of the
participant. Subject to stockholder approval, the Plan would take effect
on April 16, 1997, and, unless terminated earlier by the Board of
Directors, no awards could be made under the Plan after April 15, 2007.

The Company intends to register shares covered by the Plan under the
Securities Act of 1933 before any Incentive Award could be exercised.

A simple vote of the stockholders holding a majority of the shares
present in person or represented by proxy and entitled to vote on this
proposal is required to approve the Plan. For purposes of counting votes
on this proposal, abstentions will be counted as voted against the
proposal. Broker non-votes will not be counted as voted on the proposal,
and the number of shares of which a majority is required will be reduced by
the number of shares not voted. The New York Stock Exchange has advised
the Company that this proposal is deemed to be a routine matter.
Therefore, shares of Common Stock held by New York Stock Exchange member
organizations, or their nominees, may be voted without specific

-11-

instructions from the beneficial owners of such shares. If the Plan is not
approved by the stockholders, no Incentive Awards will be made under the
Plan to the Chief Executive Officer or any of the 4 most highly compensated
executive officers (other than the Chief Executive Officer) under the Plan.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
APPROVAL OF THE 1997 STOCK INCENTIVE PLAN

APPROVAL OF THE EXECUTIVE SHORT-TERM INCENTIVE PLAN

The Board of Directors firmly believes that the Company's short-term
interests are best advanced by aligning the interests of its key employees
with the interests of its stockholders. Therefore, to provide incentives
and rewards for achievement of short-term business unit goals, on February
25, 1997, the Board of Directors adopted, subject to stockholder approval,
the Executive Short-Term Incentive Plan (Annual Bonus Plan) (the "Annual
Plan"). The Annual Plan is designed to provide executive officers and
senior corporate and divisional officers and other key employees with the
opportunity for bonuses based on the performance of the business unit to
which the employee is assigned. The Annual Plan is intended to provide
performance-based compensation under Section 162(m) and would be
interpreted and administered to achieve that purpose. The Annual Plan
would substantially replace the Company's historical annual bonus plan and
is intended to formalize the Company's existing bonus practice, to the
extent that those bonuses are based on corporate performance, to permit
relevant bonuses to be deductible under Section 162(m). The Company
intends to continue its established practice of paying annual incentive
bonuses to officers based on individual performance goals. Participants in
the Annual Plan may also receive cash bonuses from the Company under other
bonus programs. No payment under any such other arrangement may be
contingent upon failure to satisfy the criteria for payment of an incentive
bonus under the Annual Plan.

The following is a summary of the principal features of the Annual
Plan and is qualified in its entirety by reference to the terms of the
Annual Plan set forth in Appendix B to this Proxy Statement.

The Annual Plan is effective as of December 29, 1996. Adoption of the
Annual Plan by the Board of Directors of the Company and payment of bonuses
pursuant to the Annual Plan for 1997 are contingent upon approval of the
Annual Plan by the stockholders of the Company. In the absence of such
approval, the Annual Plan would be void.

The Annual Plan would be administered by the Committee, or such other
committee as the Board designates to administer the Annual Plan. The
Committee would consist of at least 2 members and all of its members

-12-

would be "non-employee directors" as defined in Rule 16b-3 issued under the
Exchange Act and "outside directors" as defined in the regulations issued
under Section 162(m). Except as limited by the Annual Plan, the Committee
would have all of the express and implied powers and duties set forth in
the Annual Plan and would have full authority and discretion to interpret
the Annual Plan and to make all other determinations deemed necessary or
advisable for the administration of the Annual Plan. The Committee could
adopt such other rules, policies and forms for the administration,
interpretation and implementation of the Annual Plan as it deemed
advisable. All determinations, interpretations and selections made by the
Committee regarding the Annual Plan would be final and conclusive.

For each fiscal year, the Committee would select the executive
officers (currently 8 persons), senior corporate and divisional officers
and other key employees (currently approximately 170 persons) who would be
participants for the year. The Committee could limit the number of
executive officers and senior corporate and divisional officers and other
key employees who would be Participants for a fiscal year. Selection as a
participant for a fiscal year by the Committee would be limited to that
fiscal year. An eligible executive officer or senior corporate or
divisional officer or other key employee would be a participant for a
fiscal year only if designated as a participant by the Committee for such
fiscal year. The amount of bonus any individual will receive under the
Annual Plan will depend upon corporate performance for each fiscal year and
is not presently determinable. If the Annual Plan had been in effect for
the Company's 1996 fiscal year and each individual named below had been
designated to participate in the Annual Plan at the level at which each
such person has been designated to participate for the Company's 1997
fiscal year, the following benefits would have been paid under the Annual
Plan in 1996:

NEW PLAN BENEFITS

EXECUTIVE SHORT-TERM INCENTIVE PLAN

NAME AND POSITION DOLLAR VALUE
----------------- ------------

Geoffrey B. Bloom, Chairman, Chief $ 567,727
Executive Officer and Director

Steven M. Duffy, Executive Vice President $ 179,413

V. Dean Estes, Vice President $ 155,536

Stephen L. Gulis, Jr., Executive Vice $ 170,214
President, Chief Financial Officer and
Treasurer

-13-

Timothy J. O'Donovan, President and Director $ 286,633

Executive Group $1,658,475

Non-Executive Director Group $ 0

Non-Executive Officer Employee Group $2,974,101

Executive officers and senior corporate and divisional officers and other
key employees of the Company may be considered to have an interest in the
Annual Plan because they may be designated as participants in the Annual
Plan.

The Committee would preestablish performance goals for each
participant in the manner and within the time limits specified below. A
target bonus goal would be established by the Committee (the "Target
Bonus"), expressed as a percentage of the participant's base salary or a
specified dollar amount. The Committee would then establish Incentive
Bonus levels, expressed as a percent of the Target Bonus, that would be
paid to the participant at specified levels of performance by the Company,
division or profit center. "Incentive Bonus" as used in the Annual Plan
would mean an annual bonus awarded and paid to a Participant for services
to the Company during a fiscal year that is based upon achievement of
preestablished financial objectives by the Company. The Committee would
also establish any specific conditions under which an Incentive Bonus could
be reduced or forfeited (but not increased).

The Incentive Bonus levels described above could be expressed either
as (i) a matrix of percentages of the Target Bonus that would be paid at
specified levels of performance; or (ii) a mathematical formula that
determines the percentage of the Target Bonus that would be paid at varying
levels of performance.

Performance would be determined by reference to profits and sales of
the Company and/or its operating divisions or profit centers. Performance
of the Company under the Annual Plan could be measured by:

(i) achievement by the Company of specified, absolute levels of
Company-wide profit before taxes, bonuses, and 401(k) Plan
contributions, provided that such levels were greater than zero
and substantially uncertain when specified;

(ii) achievement by the Company of specified, absolute levels of
Company-wide sales, provided that such levels were greater than
zero and substantially uncertain when specified;

-14-

(iii) achievement by an operating division or profit center of the
Company of specified, absolute levels of profit before taxes,
provided that such levels were greater than zero and
substantially uncertain when specified;

(iv) achievement by an operating division or profit center of the
Company or specified, absolute levels of sales, provided that
such levels were greater than zero and substantially uncertain
when specified; or

(v) any combination of performance measures described above.

Payment of an Incentive Bonus to a participant for a fiscal year under
the Annual Plan would be entirely contingent upon achievement of the
performance levels established by the Committee. All determinations to be
made by the Committee for a fiscal year would be made by the Committee
during the first 90 days of each fiscal year. An Incentive Bonus would be
based solely upon objective criteria, from which an independent third party
with knowledge of the facts could determine whether the performance goal or
range of goals were met and from that determination could calculate the
Incentive Bonus to be paid. Although the Committee would have authority to
exercise reasonable discretion to interpret the Annual Plan and the
criteria it would specify pursuant to the Annual Plan, it could not amend
or waive such criteria after the 90th day of a fiscal year. The Committee
would have no authority or discretion to increase any Incentive Bonus, or
to construct, modify or apply the measurement of performance in a manner
that would directly or indirectly increase the Incentive Bonus for any
participant for any fiscal year above the amount determined by the
applicable objective standards established within the first 90 days of the
fiscal year.

The Incentive Bonus for each eligible participant for a fiscal year
would be determined on the basis of the Target Bonus and performance
criteria established by the Committee for the fiscal year. The Committee
would determine, and would certify in writing prior to payment of the
Incentive Bonus, that the Company performance for the fiscal year satisfied
the criteria established by the Committee for the year.

The Incentive Bonus otherwise payable to a participant for a fiscal
year would be adjusted as follows. If a participant ceased to be a
participant before the end of any fiscal year and more than 6 months after
the beginning of such fiscal year because of death, normal or early
retirement under the Company's retirement plan, as then in effect, or total
disability under the Company's long-term disability plan, an award would be
paid to the participant or the participant's beneficiary after the end of
such fiscal year prorated as follows: the award, if any, for such fiscal
year would be equal to 100% of the Incentive Bonus that the participant

-15-

would have received if the participant had been a participant during the
entire fiscal year, multiplied by the ratio of the participant's full
months as a participant during that fiscal year to the 12 months in
that fiscal year. Notwithstanding the foregoing, the Committee would have
discretion to reduce or eliminate any Incentive Bonus otherwise payable
pursuant to the Annual Plan. If an employee ceased to be a participant
during any fiscal year, or prior to actual receipt of the award for a
previous fiscal year because of the participant's termination of employment
for any reason other than described above, the participant would not be
entitled to any award for such fiscal year. The Incentive Bonus for any
participant for a fiscal year, would not, in any event, exceed $1,500,000.
The Incentive Bonus of each participant would be paid to the participant by
the Company as soon as feasible following the final determination and
certification by the Committee of the amount payable.

The Board could terminate the Annual Plan at any time or could from
time to time amend the Annual Plan as it deemed proper and in the best
interests of the Company. No termination or amendment could impair the
validity of, or the obligation of the Company to pay, any Incentive Bonus
awarded for any fiscal year prior to the year in which the termination or
amendment was adopted or, if later, was effective. No amendment adopted
after the first 90 days of a fiscal year could directly or indirectly
increase any Incentive Bonus for that fiscal year. Except as otherwise
provided in the Annual Plan and the applicable objective criteria
established pursuant to the Annual Plan for determining the amount of any
Incentive Bonus for a fiscal year, no Incentive Bonuses would be payable
for the fiscal year in which the Annual Plan was terminated, or, if later,
in which the termination was effective.

Subject to earlier termination by the Board, the Annual Plan would
terminate without action by the Board as of the date of the first meeting
of stockholders held in 2002, unless reapproved by the stockholders. If
reapproval occurred, the Annual Plan would terminate as of the end of the
fifth year following reapproval or any subsequent reapproval. If the
Annual Plan terminates due to lack of reapproval by the stockholders, any
Incentive Bonuses paid for the fiscal year in which the Annual Plan
terminates would be determined by the Committee and paid in accordance with
the terms of the Annual Plan.

A simple vote of the stockholders holding a majority of the shares
present in person or represented by proxy and entitled to vote on this
proposal is required to approve the Annual Plan. For purposes of counting
votes on this proposal, abstentions will be counted as voted against the
proposal. Broker non-votes will not be counted as voted on the proposal,
and the number of shares of which a majority is required will be reduced by
the number of shares not voted. The New York Stock Exchange has advised
the Company that this proposal is deemed to be a routine matter.
Therefore, shares of Common Stock held by New York Stock Exchange member

-16-

organizations, or their nominees, may be voted without specific
instructions from the beneficial owners of such shares. If the Annual Plan
is not approved by the stockholders, no Incentive Bonuses will be paid
under the Annual Plan to the Chief Executive Officer or any of the most
highly compensated executive officers (other than the Chief Executive
Officer) under the Plan.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
APPROVAL OF THE EXECUTIVE SHORT-TERM INCENTIVE PLAN

APPROVAL OF THE EXECUTIVE LONG-TERM INCENTIVE PLAN

The Board of Directors firmly believes that the Company's long-term
interests are best advanced by aligning the interests of its key employees
with the interests of its stockholders. Therefore, to provide incentives
and rewards for longer-term planning and decision making and the
achievement of longer-term corporate performance goals, on February 25,
1997, the Board of Directors adopted, subject to stockholder approval, the
Executive Long-Term Incentive Plan (the "Long-Term Plan"). The Long-Term
Plan is designed to provide executive officers and key management employees
the opportunity for additional compensation based upon the achievement of
aggressive Company financial performance goals over a three-year period.
The Long-Term Plan is meant to continue the long-term incentive bonus
policy that the Company has utilized for many years. The primary purposes
of the Long-Term Plan are to provide a significant incentive to
substantially improve the longer-term earnings performance of the Company
and to foster cooperation among all business units. The target financial
performance goals are ambitious in nature since they are set above budget
and generally provide a significant challenge to management. The Long-Term
Plan is intended to provide performance-based compensation under Section
162(m), and would be interpreted and administered to achieve that purpose.
The Company intends to continue its established practice of paying
incentive bonuses to officers based on individual performance goals.
Participants in the Long-Term Plan may also receive cash bonuses from the
Company under other bonus programs. No payment under any such other
arrangement may be contingent upon failure to satisfy the criteria for
payment of an incentive bonus under the Long-Term Plan.

The following is a summary of the principal features of the Long-Term
Plan and is qualified in its entirety by reference to the terms of the
Long-Term Plan set forth in Appendix C to this Proxy Statement.

The Plan is initially effective as of December 29, 1996. Adoption of
the Long-Term Plan by the Board of Directors of the Company and payment of
bonuses pursuant to the Long-Term Plan would be contingent upon approval of
the Long-Term Plan by the stockholders of the Company. In the absence of
such approval, the Long-Term Plan would be void.

-17-

The Long-Term Plan would be administered by the Committee, or such
other committee as the Board designates to administer the Long-Term Plan.
The Committee would consist of at least 2 members and all of its members
would be "non-employee directors" as defined in Rule 16b-3 issued under the
Exchange Act and "outside directors" as defined in the regulations issued
under Section 162(m). Except as limited by the Long-Term Plan, the
Committee would have all of the express and implied powers and duties set
forth in the Long-Term Plan and would have full authority and discretion to
interpret the Long-Term Plan and to make all other determinations deemed
necessary or advisable for the administration of the Long-Term Plan. The
Committee could adopt such other rules, policies and forms for the
administration, interpretation and implementation of the Long-Term Plan as
it deemed advisable. All determinations, interpretations and selections
made by the Committee regarding the Long-Term Plan would be final and
conclusive.

The primary concept of the Long-Term Plan is to establish financial
performance goals for each three-year time period for the Company. These
periods would be overlapping. Performance periods would begin every fiscal
year and end 3 full fiscal years later.

For each three-year period, the Committee would select the executive
officers (currently 8 persons) and other key management employees
(currently approximately 30 persons) who would be participants for the
three-year period. The Committee could limit the number of executive
officers and key management employees who would be participants for a
three-year period. Selection as a participant for a three-year period by
the Committee would be limited to that three-year period. An eligible
executive officer or key management employee would be a participant for a
three-year period only if designated as a participant by the Committee for
such three-year period. The amount of bonus any individual will receive
under the Long-Term Plan will depend upon corporate performance for each
three-year performance period and is not presently determinable. If the
Annual Plan had been in effect for the Company's 1994-1996 performance
period and each individual named below had been designated to participate
in the Long-Term Plan at the level at which each such person has been
designated to participate for the Company's 1997-1999 performance period,
the following benefits would have been paid under the Annual Plan in 1996:

-18-

NEW PLAN BENEFITS

EXECUTIVE LONG-TERM INCENTIVE PLAN

NAME AND POSITION DOLLAR VALUE
----------------- ------------

Geoffrey B. Bloom, Chairman, Chief $ 407,573
Executive Officer and Director

Steven M. Duffy, Executive Vice President $ 131,952

V. Dean Estes, Vice President $ 115,435

Stephen L. Gulis, Jr., Executive Vice $ 121,365
President, Chief Financial Officer and
Treasurer

Timothy J. O'Donovan, President and Director $ 190,169

Executive Group $1,218,149

Non-Executive Director Group $ 0

Non-Executive Officer Employee Group $ 749,711

Executive officers and other key management employees of the Company may be
considered to have an interest in the Long-Term Plan because they may be
designated as participants in the Long-Term Plan.

The Committee would preestablish performance goals for each
participant in the manner and within the time limits specified in the Long-
Term Plan. For each participant in each three-year period, the Committee
would specify a target bonus goal established by the Committee (the "Target
Bonus"), expressed as a specified dollar amount or as a percentage of the
participant's base salary, and Incentive Bonus levels, expressed as a
percentage of the Target Bonus, that would be paid to the participant at
specified levels of performance. "Incentive Bonus" as used in the Long-
Term Plan would mean a bonus awarded and paid to a participant for services
to the Company during a three-year period that is based upon achievement of
preestablished financial objectives by the Company. The Committee could
also specify any specific conditions under which an Incentive Bonus would
be reduced or forfeited (but not increased).

The Incentive Bonus levels described above could be expressed either
as (i) a matrix of percentages of the Target Bonus that would be paid at

-19-

specified levels of performance; or (ii) a mathematical formula that
determines the percentage of the Target Bonus that would be paid at varying
levels of performance.

Performance would be determined by reference to the earnings per share
of the Company. For purposes of the Long-Term Plan, the definition of
"earnings per share" means the Company's net after-tax earnings per share
of Common Stock after all expenses and taxes, except for payment of the
Incentive Bonuses pursuant to the Long-Term Plan or any special one-time
charges.

Payment of an Incentive Bonus to a participant for a three-year period
under this Plan would be entirely contingent upon the performance goals
established by the Committee, the satisfaction of which would be
substantially uncertain when established by the Committee for the three-
year period. All determinations to be made by the Committee for a three-
year period would be made by the Committee during the first 90 days of each
three-year period. An Incentive Bonus would be based solely upon objective
criteria, from which an independent third party with knowledge of the facts
could determine whether the performance goal or range of goals were met and
from that determination could calculate the Incentive Bonus to be paid.
Although the Committee would have authority to exercise reasonable
discretion to interpret the Long-Term Plan and the criteria it would
specify pursuant to the Long-Term Plan, it could not amend or waive such
criteria after the 90th day of a three-year period. The Committee would
have no authority or discretion to increase any Incentive Bonus, or to
construct, modify or apply the measurement of performance in a manner that
would directly or indirectly increase the Incentive Bonus for any
participant for any three-year period above the amount determined by the
applicable objective standards established within the first 90 days of the
three-year period.

The Incentive Bonus for each eligible participant for a three-year
period would be determined on the basis of the Target Bonus and performance
criteria established by the Committee for the three-year period. The
Committee would determine, and would certify in writing prior to payment of
any Incentive Bonus, that the Company performance for the three-year period
satisfied the criteria established by the Committee for the three-year
period.

The Incentive Bonus otherwise payable to a participant for a three-
year period would be adjusted as follows. If a participant ceased to be a
participant before the end of any three-year period and more than 12 months
after the beginning of such three-year period because of death, normal or
early retirement under the Company's retirement plan, as then in effect, or
total disability under the Company's long-term disability plan, an award
would be paid to the participant or the participant's beneficiary after the
end of such three-year period prorated as follows: the award, if any, for

-20-

such three-year period would be equal to 100% of the Incentive Bonus that
the participant would have received if the participant had been a
participant during the entire performance period, multiplied by the ratio
of the participant's full months as a participant during that performance
period to the total number of months in that performance period. The
award, if any, would only be made in the form of a cash payout and no
shares of restricted stock would be awarded. Notwithstanding the
foregoing, the Committee would have discretion to reduce or eliminate any
Incentive Bonus otherwise payable pursuant to the Long-Term Plan. If an
employee ceased to be a participant during any three-year period(s), or
prior to actual receipt of the award for a previous period because of the
participant's termination of employment for any reason other than described
above, the participant would not be entitled to any award for such three-
year period. If a participant continued in Wolverine's employment but no
longer was approved by the Committee to participate in future three-year
periods, the participant would be eligible for a prorated award determined
in the same manner set forth above. Notwithstanding the foregoing, the
Committee would have discretion to reduce or eliminate any Incentive Bonus
otherwise payable pursuant to the Long-Term Plan.

The Incentive Bonus payable to any participant with respect to any
three-year period would not, in any event, exceed $1,000,000, exclusive of
the 20% increase in the amount of the Incentive Bonus payable in restricted
stock which reflects what the Company believes to be the diminution in the
value of the award created by the restrictions.

Each participant would receive part of his or her Incentive Bonus in
cash and part in restricted stock according to the terms of the Long-Term
Plan. Each active participant would receive a cash payment equal to 50% of
his or her Incentive Bonus. The Company would make the cash payment as
soon as feasible following final determination and certification by the
Committee of the amount payable. Each participant would also receive a
grant of restricted stock on the same date the cash payment is made. The
number of shares of restricted stock a participant would receive would
equal 70% of the Incentive Bonus divided by the market value of the
Company's Common Stock on the date of grant, rounded to the nearest whole
share. The restrictions imposed on the restricted stock would lapse in 3
equal annual installments commencing 1 year following the grant date. Each
award of restricted stock would be evidenced by a restricted stock
agreement containing such terms and conditions, including vesting
schedules, consistent with the provisions of the Long-Term Plan.

The Board could terminate the Long-Term Plan at any time, or could
from time to time amend the Long-Term Plan as it deemed proper and in the
best interests of the Company. No termination or amendment could impair
the validity of, or the obligation of the Company to pay, any Incentive
Bonus awarded for any three-year period ending prior to the year in which
the termination or amendment was adopted or, if later, was effective. No

-21-

amendment adopted after the first 90 days of a performance period could
directly or indirectly increase the amount of any Incentive Bonus, or alter
the objective criteria in a manner which would increase any Incentive
Bonus, for that three-year period. Except as otherwise provided in the
Long-Term Plan and the applicable objective criteria established pursuant
to the Long-Term Plan for determining the amount of any Incentive Bonus for
a three-year period, no Incentive Bonuses would be payable for the three-
year period in which the Long-Term Plan was terminated, or, if later, in
which the termination was effective.

Subject to earlier termination by the Board, the Long-Term Plan would
terminate without action by the Board as of the date of the first meeting
of the stockholders in 2002, unless reapproved by the stockholders at that
meeting or any earlier meeting. If reapproval occurs, the Long-Term Plan
would terminate as of the date of the first meeting of the stockholders in
the fifth year following reapproval and each subsequent reapproval unless
reapproved on or before the termination date. If the Long-Term Plan
terminates under this provision due to lack of reapproval by the
stockholders, Incentive Bonuses would not be paid for the three-year period
in which the Long-Term Plan terminates.

A simple vote of the stockholders holding a majority of the shares
present in person or represented by proxy and entitled to vote on this
proposal is required to approve the Long-Term Plan. For purposes of
counting votes on this proposal, abstentions will be counted as voted
against the proposal. Broker non-votes will not be counted as voted on the
proposal, and the number of shares of which a majority is required will be
reduced by the number of shares not voted. The New York Stock Exchange has
advised the Company that this proposal is deemed to be a routine matter.
Therefore, shares of Common Stock held by New York Stock Exchange member
organizations, or their nominees, may be voted without specific
instructions from the beneficial owners of such shares. If the Long-Term
Plan is not approved by the stockholders, no Incentive Bonuses will be paid
under the Long-Term Plan to the Chief Executive Officer or any of the 4
most highly compensated executive officers (other than the Chief Executive
Officer).

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
APPROVAL OF THE EXECUTIVE SHORT-TERM INCENTIVE PLAN

VOTING SECURITIES

Holders of record of Common Stock at the close of business on March 1,
1997, will be entitled to notice of and to vote at the annual meeting and
any adjournment of the meeting. As of March 1, 1997, there were __________
shares of Common Stock outstanding (excluding _______ shares of treasury

-22-

stock), each having one vote on each matter presented for stockholder
action. Shares cannot be voted unless the stockholder is present at the
meeting or represented by proxy.

OWNERSHIP OF COMMON STOCK

The following table sets forth information as to each entity known to
the Company to have been the beneficial owner of more than 5% of the
Company's outstanding shares of Common Stock as of March 1, 1997:

AMOUNT AND NATURE OF BENEFICIAL
OWNERSHIP OF COMMON STOCK
-------------------------------
SOLE VOTING SHARED VOTING
NAME AND ADDRESS AND DISPOSITIVE OR DISPOSITIVE PERCENT
OF BENEFICIAL OWNER POWER POWER OF CLASS
- ------------------- --------------- -------------- --------

FMR Corp. 2,903,200 -- 10.45%
82 Devonshire Street
Boston, Massachusetts 02109

Putnam Investments, Inc. -- 3,430,427 12.30%
One Post Office Square
Boston, Massachusetts 02109
- ---------------------------------

Based on information set forth in Amendment No. 2 to Schedule 13G
dated February 14, 1997. The Schedule 13G indicates that Fidelity
Management & Research Company ("Fidelity"), a wholly-owned subsidiary
of FMR Corp. and a registered investment adviser, is considered the
beneficial owner of 1,269,700 shares of Company's Common Stock as a
result of acting as investment adviser to various registered
investment companies and as a result of acting as sub-adviser to
Fidelity American Special Situation Trust. Fidelity Management Trust
Company, a wholly-owned subsidiary of FMR Corp. and a bank as defined
in Section 3(a)(6) of the Exchange Act, is the beneficial owner of
1,633,500 shares of the Company's Common Stock as a result of its
serving as investment manager for certain institutional accounts.

Based on information set forth in Schedule 13G dated January 31,
1997. The Schedule 13G indicates that Putnam Investment Management,
Inc. and The Putnam Advisory Company, Inc. are registered investment
advisers and (together with their parent corporations, Putnam
Investments, Inc. and Marsh & McLennan Companies, Inc.) are

-23-

considered beneficial owners in the aggregate of 3,430,427 shares of
the Company's Common Stock and that such shares were acquired for
investment purposes by such investment managers for certain of their
advisory clients. The Schedule 13G indicates that such investment
managers have shared voting power over an aggregate of 478,126 shares
of Common Stock and shared dispositive power over an aggregate of
3,430,427 shares of Common Stock.

SECURITIES OWNERSHIP OF MANAGEMENT

The following table sets forth the number of shares of Common Stock
beneficially owned as of March 1, 1997 by each of Wolverine's directors and
nominees for director, each of the named executive officers, and all of
Wolverine's directors and executive officers as a group:

AMOUNT AND NATURE OF BENEFICIAL
OWNERSHIP OF COMMON STOCK
------------------------------------------------------------

TOTAL
NAME OF SOLE VOTING AND SHARED VOTING OR BENEFICIAL PERCENT
BENEFICIAL OWNER DISPOSITIVE POWER DISPOSITIVE POWER OWNERSHIP OF CLASS
- ---------------- --------------------- --------------------- ------------- --------

Geoffrey B. Bloom _______ _____ _______ ___%
Daniel T. Carroll _______ _____ _______ ___
Steven M. Duffy _______ _____ _______ ___
V. Dean Estes _______ _____ _______ ___
Alberto L. Grimoldi _______ _____ _______ ___
Stephen L. Gulis, Jr. _______ _____ _______ ___
David T. Kollat _______ _____ _______ ___
Phillip D. Matthews _______ _____ _______ ___
David P. Mehney _______ _____ _______ ___
Timothy J. O'Donovan _______ _____ _______ ___
Joseph A. Parini _______ _____ _______ ___
Joan Parker _______ _____ _______ ___
Elizabeth A. Sanders _______ _____ _______ ___
All directors and executive
officers as a group _______ _____ _______ ___%
- --------------

Less than 1%.

-24-

The numbers of shares stated are based on information provided by each
person listed and include shares personally owned of record by the
person and shares which, under applicable regulations, are considered
to be otherwise beneficially owned by the person.

These numbers include shares that may be acquired through the exercise
of stock options granted under the 1988 Stock Option Plan, the
Directors' Stock Option Plan (1988), the 1993 Stock Incentive Plan,
the 1994 Directors' Stock Option Plan and the 1995 Stock Incentive
Plan within 60 days after March 1, 1997. The number of shares subject
to stock options exercisable within 60 days after March 1, 1997, for
each listed person is shown below:

Mr. Bloom ______
Mr. Carroll ______
Mr. Duffy ______
Mr. Estes ______
Mr. Grimoldi ______
Mr. Gulis ______
Mr. Kollat ______
Mr. Matthews ______
Mr. Mehney ______
Mr. O'Donovan ______
Mr. Parini ______
Ms. Parker ______
Ms. Sanders ______
All directors and executive
officers as a group ______

These numbers include shares over which the listed person is legally
entitled to share voting or dispositive power by reason of joint
ownership, trust or other contract or property right, and shares held
by spouses, children or other relatives over whom the listed person
may have substantial influence by reason of relationship.

BOARD OF DIRECTORS

The Company's Board of Directors currently consists of 10 directors,
4 of whom are standing for reelection. Effective at the close of the
annual meeting of stockholders held on April 17, 1996, the Board of
Directors determined to reduce the size of the Board of Directors to 10
members. Wolverine's Amended and Restated Bylaws provide that the Board of
Directors shall be divided into 3 classes, with each class to be as
nearly equal in number as possible. The Board of Directors intends in
future years as the terms of the incumbent directors end or additional
directors are added to adjust the number of directors in each class to

-25-

again make each class as nearly equal in number as possible. Each class
of directors serves a term of office of 3 years, with the term of 1 class
expiring at the annual meeting of stockholders in each successive
year.

Biographical information as of January 1, 1997, is presented below for
each person who either is nominated for election as a director at the
annual meeting of stockholders or is continuing as an incumbent director.
Except as indicated, all have had the same principal positions and
employment for over 5 years.

NOMINEES FOR ELECTION TO TERMS EXPIRING IN 2000

ALBERTO L. GRIMOLDI (age 55) was appointed to the Board of Directors
in 1994. Mr. Grimoldi is Chairman of Grimoldi, S.A., a shoe manufacturer
and retailer in Argentina. He has held that position since 1986. Mr.
Grimoldi is also a founding member and has been Vice Chairman of Banco
Privado de Inversiones, S.A., an Argentinean investment adviser, since
1994. Mr. Grimoldi is also a founding member and director of INFUPA S.A., a
diversified Argentinean financial services firm; a director of Bonafide
S.A., a chocolate and coffee manufacturer, distributor and retailer; and an
advisory director of Autolatina, an automobile joint venture between Ford
Motor Company and Volkswagen AG. Mr. Grimoldi has also held various
positions in the Argentinean government.

JOSEPH A. PARINI (age 65) has been a director since 1987. He is
Chairman of the Board and an officer of EFW, Inc., a designer and
manufacturer of electronic avionics systems for global markets, and has
held that position since January 1997. He is also President of Olive Tree
Enterprises, Inc., a management consulting firm, and has held that position
since January 1997. Formerly, Mr. Parini was President and Chief Executive
Officer of Elbit Systems, Inc., a designer, manufacturer and marketer of
infrared, telecommunications and medical instrumentation, as well as
defense products, from 1990 to 1996; President of Inframetrics, Inc., a
manufacturer of infrared instrumentation, from 1990 to 1994; and President
and Chief Executive Officer of Rospatch Corporation (now Ameriwood
Industries International, Corp.), a manufacturer of wood products for
consumer markets, from 1980 until 1990. Mr. Parini is also a director of
Foremost Corporation of America.

JOAN PARKER (age 61) has been a director since 1981. Ms. Parker is a
Senior Partner with J. Walter Thompson, an international advertising firm.
Ms. Parker has held that position since September 1995. From September
1995 until December 1995, Ms. Parker was also the sole proprietor of Parker
& Associates, a public relations firm. From 1994 until September 1995, she
was Executive Vice President and a Director of N. W. Ayer & Partners, an
international advertising firm, and Executive Vice President and Managing

-26-

Director of the Ayer Public Relations Division of N. W. Ayer & Partners.
Formerly, Ms. Parker was Senior Vice President and Managing Director of the
Ayer Public Relations Division.

ELIZABETH A. SANDERS (age 51) was appointed to the Board of Directors
in 1994. Ms. Sanders is a principal partner in The Sanders Partnership, a
management consulting firm. Ms. Sanders has held that position since 1990.
Formerly, Ms. Sanders was Vice President of Nordstrom, Inc., a retailer.
Ms. Sanders is also a director of Wal Mart Stores, Inc.; H.F. Ahmanson;
Flagstar, Inc.; and Wellpoint Health Networks.

INCUMBENT DIRECTORS - TERMS EXPIRING IN 1999

DANIEL T. CARROLL (age 70) has been a director since 1979. Mr. Carroll
is Chairman of The Carroll Group, Inc., a management consulting firm. Mr.
Carroll is also a director of American Woodmark Corp.; A.M. Castle & Co.;
Aon Corporation; Comshare, Inc.; Diebold, Incorporated; Holmes Protection
Group, Inc.; Recombinant BioCatalyst, Inc.; Woodhead Industries, Inc.; and
Oshkosh Truck Corporation.

PHILLIP D. MATTHEWS (age 58) has been a director since 1981. Mr.
Matthews is Lead Director of the Company and was formerly Chairman of the
Board of the Company from 1993 to 1996. Mr. Matthews is Chairman of
Reliable Company, a coin-operated laundry equipment company servicing the
multi-unit housing industry. From 1981 until 1989, Mr. Matthews was
Chairman, Chief Executive Officer and Owner of Bell Helmets, Inc., a
predecessor of Bell Sports Corp. Mr. Matthews is also a director of H.F.
Ahmanson and Bell Sports Corp.

INCUMBENT DIRECTORS - TERMS EXPIRING IN 1998

GEOFFREY B. BLOOM (age 55) has been a director since 1987. Mr. Bloom
is Chairman of the Board and Chief Executive Officer of the Company. Mr.
Bloom was appointed Chairman of the Board in 1996. Formerly, Mr. Bloom was
President and Chief Executive Officer of the Company from 1993 until 1996
and Chief Operating Officer of the Company from 1987 until 1993. Mr. Bloom
is also a director of Comshare, Inc.

DAVID T. KOLLAT (age 58) has been a director since 1992. Mr. Kollat is
President and Chairman of 22, Inc., a company specializing in research and
management consulting for retailers and consumer goods manufacturers. Mr.
Kollat is also a director of The Limited, Inc.; Cooker Restaurant
Corporation; and Consolidated Stores.

DAVID P. MEHNEY (age 57) has been a director since 1977. Mr. Mehney is
President of The KMW Group, Inc., a distributor of medical and marine
products.

-27-

TIMOTHY J. O'DONOVAN (age 51) has been a director since 1993. Mr.
O'Donovan is President and Chief Operating Officer of the Company. Mr.
O Donovan has held these positions since 1996. Formerly, Mr. O'Donovan was
Executive Vice President of the Company.

BOARD COMMITTEES AND MEETINGS

The Company's Board of Directors has 4 standing committees: the
Audit Committee, the Compensation Committee, the Executive Committee and
the Governance Committee.

AUDIT COMMITTEE. The Audit Committee recommends to the Board of
Directors the selection of independent accountants; approves the
nature and scope of services to be performed by the independent
accountants and reviews the range of fees for such services; confers
with the independent accountants and reviews the results of the annual
audit; reviews with the independent accountants the Company's internal
auditing, accounting and financial controls; and reviews policies and
practices regarding compliance with laws and conflicts of interest.
Messrs. Grimoldi, Kollat and Parini and Ms. Parker currently serve on
the Audit Committee. Mr. Parini is Chairman of the Audit Committee.
During 1996, the Audit Committee held 5 meetings.

COMPENSATION COMMITTEE. The Compensation Committee is responsible
for reviewing and recommending to the Board of Directors the timing
and amount of compensation for the Chief Executive Officer and other
key employees, including salaries, bonuses and other benefits. The
Compensation Committee also is responsible for administering the
Company's stock option and other equity-based incentive plans,
recommending retainer and attendance fees for directors who are not
employees of the Company or any of its subsidiaries ("Outside
Directors"), reviewing compensation plans and awards as they relate to
the Chief Executive Officer and other key employees, and administering
the Company's pension plans and 401(k) savings plan. Messrs. Carroll,
Mehney and Parini and Ms. Sanders currently serve on the Compensation
Committee. Mr. Carroll is Chairman of the Compensation Committee.
During 1996, the Compensation Committee held 5 meetings.

EXECUTIVE COMMITTEE. The Executive Committee is responsible for
and may exercise all powers and authority of the Board of Directors in
the management of the business and affairs of the Company except to
the extent that delegation is prohibited by law. The Executive
Committee may consider or act upon matters requiring Board action
during periods between Board meetings. Messrs. Bloom, Carroll,
Grimoldi and Matthews currently serve on the Executive Committee. Mr.
Matthews is Chairman of the Executive Committee. The Executive
Committee did not meet during 1996.

-28-

GOVERNANCE COMMITTEE. The Governance Committee is responsible
for: (i) recommending to the Board of Directors suitable candidates
for nomination for positions on the Board of Directors; (ii) reviewing
with the Board of Directors the appropriate skills and characteristics
of Board members; (iii) reviewing and evaluating each director's
performance on the Board; and (iv) reviewing and reporting to the
Board on all matters generally relating to corporate governance. The
Governance Committee also recommends the officers of the Company for
election by the Board of Directors. Messrs. Kollat and Mehney and
Mses. Parker and Sanders currently serve on the Governance Committee.
Mr. Mehney is Chairman of the Governance Committee. During 1996, the
Governance Committee held 2 meetings. The Governance Committee will
consider nominees for election to the Board of Directors submitted by
stockholders. The Amended and Restated Bylaws of the Company provide
that nominations for the election of directors may be made by a
stockholder entitled to vote for the election of directors if, and
only if, the stockholder submits advance notice of the proposed
nomination and the notice is received by the Secretary of the Company
not less than 50 nor more than 75 days before the annual meeting.
However, if fewer than 65 days' notice of the meeting or prior public
disclosure is given to stockholders, the notice of the proposed
nomination must be received not later than the close of business on
the 15th day after the day on which the notice of the date of the
meeting was mailed or the public disclosure was made, whichever first
occurs. Each notice submitted by a stockholder must set forth the
name, age, business address, residence address, principal occupation
and employment of, the class and number of shares of the Company's
stock beneficially owned by, and any other information concerning each
nominee as would be required to be included in a proxy statement
soliciting proxies for the election of the nominee under the Exchange
Act, and, as to the stockholder giving the notice, the name, record
address and the class and number of shares of the Company's stock
beneficially owned by the stockholder. If the chairman of the meeting
determines that a nomination was not made in accordance with these
procedures, he or she must announce that determination at the meeting
and the nomination will be disregarded.

During the Company's last fiscal year, the Board of Directors held 5
regular meetings. Each of the directors attended 75% or more of the
aggregate of (i) the total number of meetings of the Board of Directors and
(ii) the total number of meetings held by all committees of the Board of
Directors on which he or she served (during the periods that he or she
served).

COMPENSATION OF DIRECTORS

Non-Employee Directors receive a $16,000 annual retainer fee plus
compensation in accordance with the following schedule: $1,000 per day for

-29-

attendance at each regular meeting of the Board of Directors; and $500 per
day for attendance at each committee meeting. In addition, the chairmen of
the Audit, Compensation and Governance Committees receive annual fees of
$2,000. Directors who are also employees of the Company or any of its
subsidiaries receive no annual retainer and are not compensated for
attendance at Board or committee meetings. The Company also reimburses
directors for expenses associated with attending Board of Director and
committee meetings.

Under the Directors' Stock Option Plan adopted and approved by the
stockholders in 1994 (the "1994 Directors' Plan"), each Non-Employee
Director has been granted an option to purchase 10,125 shares of Common
Stock (as adjusted for stock splits) on the date of his or her initial
appointment or election as a director and an option to purchase 1,687
shares (as adjusted for stock splits) annually on the date of each annual
meeting after his or her appointment or election. The per share exercise
price of options granted under the 1994 Directors' Plan is 100% of the
market value of Common Stock on the date each option is granted. The term
of each option may not exceed 10 years. Options were granted under the
1994 Directors' Plan to all Non-Employee Directors on April 17, 1996.
Options to purchase a maximum of 270,000 shares of Common Stock may be
granted under the 1994 Directors' Plan.

In 1990, the Company adopted a Director Retirement Plan. Under this
plan, each Non-Employee Director who had served on the Board of Directors a
minimum of five years would receive an annual benefit after the later of
attaining age 65 or termination of service as a director. The benefit
received would depend upon the number of each director's years of service,
but may not exceed a maximum of 80% of the director's final annual
retainer. Directors are also entitled to receive an actuarially reduced
benefit if they want payments of these benefits to begin after retirement
or termination of service as a director, but before attaining age 65. The
annual benefit is payable to each director for the shorter of 10 years or
the number of years the director served on the Board. The Outside
Directors' Deferred Compensation Plan (the "Outside Directors' Plan") was
adopted by the Company in 1996 to replace the Director Retirement Plan,
which has been terminated.

In 1996, the Company adopted the Outside Directors' Plan, a
supplemental nonqualified deferred compensation plan for the Outside
Directors of the Company. The plan permits all Outside Directors whose
term of office began or continued after April 17, 1996, to defer 25%, 50%,
75% or 100% of their directors' fees. Amounts deferred are credited on the
books of the Company to an account established for that director as if the
amounts had been invested to purchase shares of Common Stock of the Company
using the market price of the Company's Common Stock on the date such fees
would have been payable ("phantom stock"). The value of the account will
increase or decrease during the deferral period corresponding to changes in

-30-

the market value of the Company's Common Stock. The amount accumulated for
deferred fees by a director in the plan is paid in cash upon termination of
service as a director in a single lump-sum or annual installments over a
period of up to 10 years.

To effect the termination of the Director Retirement Plan, the Outside
Directors' Plan provided for the conversion of the expected benefits
payable under the Director Retirement Plan. Only Outside Directors of the
Company who continued to serve as directors at the close of the annual
meeting of stockholders on April 17, 1996 ("Current Directors") received an
award of phantom stock units representing additional retirement income
under the Outside Directors' Plan. No future Outside Director will receive
retirement awards under the Outside Directors' Plan. In addition, former
directors who are currently receiving payments under the Director
Retirement Plan and those directors who retired at the 1996 annual meeting
of stockholders will receive the benefits provided under the Director
Retirement Plan. To approximate as nearly as possible the expected
benefits that would otherwise have been payable to Current Directors under
the Director Retirement Plan if it had remained in effect, on April 17,
1996, each Current Director was awarded a number of phantom stock units
having a market value equal to the present value (determined by an actuary)
of the expected benefits payable under the Director Retirement Plan. In
addition, to approximate as nearly as possible the minimum service
requirements imposed under the Director Retirement Plan, phantom stock
units that represent awards of retirement income are subject to delayed
vesting provisions. Cash equal to the value of all phantom stock units
that represent awards of retirement income that are credited to a
director's account will be payable upon termination of service as a
director. Payments will be made in 10 annual installments beginning the
month following termination of service as a director.

Upon a "change in control" as defined in the Outside Directors' Plan,
all amounts credited to a director's account (both for deferred fees and
retirement income) will be distributed to the director in a single lump-
sum. For purposes of the Outside Directors' Plan, "change in control" is
defined as (i) the failure of the individuals who were directors at the
time Outside Directors' Plan was adopted and those whose election or
nomination to the Board of Directors was approved by a three-quarters vote
of the directors then still in office who were directors at the time the
Outside Directors' Plan was adopted, or whose election or nomination was so
approved, to constitute a majority of the Board of Directors; (ii) the
acquisition by certain persons or groups of 20% or more of the Company's
Common Stock or combined outstanding voting power (excluding certain
transactions); (iii) the approval by the stockholders of a reorganization,
merger or consolidation (excluding certain transactions); or (iv) the
approval by the stockholders of a complete liquidation or dissolution of
the Company or the sale or disposition of all or substantially all of the
assets of the Company (excluding certain permitted transactions).

-31-

On April 27, 1993, Mr. Matthews was elected to serve as Chairman of
the Board of Directors of the Company. Mr. Matthews retired as the Chairman
of the Board effective as of the close of the 1996 annual meeting of
stockholders. In connection with his service as Chairman, the Company
entered into a supplemental director's fee agreement with Mr. Matthews
during 1995 (the "Fee Agreement"), which replaced an earlier agreement that
contained substantially similar terms. Under the Fee Agreement, Mr.
Matthews agreed to serve as Chairman of the Board (as an officer of the
Board and not as an executive officer of the Company) for an initial term
of two years. The Fee Agreement automatically renews each year after the
initial term for an additional one-year term unless and until the Company
delivers to Mr. Matthews a notice of non-renewal. Under the Fee Agreement,
the Company agreed to pay to Mr. Matthews an annual supplemental director's
fee, in addition to any standard retainer and Board meeting fees (but not
committee meeting fees) to which all Outside Directors may be entitled,
equal to $75,000 for the first year, $50,000 for the second year, and an
amount to be agreed upon by Mr. Matthews and the Company not to exceed
$50,000 for any renewal term. The Company also agreed to reimburse Mr.
Matthews for office, clerical and related expenses incurred in connection
with his service not to exceed $12,000 for the first year and $8,000 for
the second year. During 1996, the Company reimbursed Mr. Matthews for such
expenses in the amount of $4,500. In addition, the Company granted Mr.
Matthews an award for 22,500 (post-split) shares of Common Stock subject to
certain restrictions set forth in a restricted stock agreement. The
restrictions lapsed with respect to one-third of the shares on March 27,
1995, one-third of the shares on January 1, 1996, and with respect to the
remaining one-third of the shares on January 1, 1997. The Fee Agreement
was terminated in connection with Mr. Matthews' retirement as Chairman of
the Board. In connection with the termination of the Fee Agreement, the
Company agreed to pay Mr. Matthews $100,000 annually in consideration for
his service as Lead Director. Payments under this arrangement are made in
monthly installments.

The Company previously entered into an amended and restated employment
and transition agreement with Mr. Thomas D. Gleason, a former director of
the Company, which extended through January 31, 1996 (the "Agreement").
Under the Agreement, Mr. Gleason and the Company agreed to terminate Mr.
Gleason's prior employment agreement which extended through August 31,
1996. Under the Agreement, Mr. Gleason retired on January 31, 1996 from all
positions with the Company (except for his director position with the
Company). Mr. Gleason retired as a director of the Company at the close of
the 1996 annual meeting of stockholders.

Mr. Gleason received an annual base salary of $250,000 (effective
January 1, 1995) through January 31, 1996. In connection with the execution
of the Agreement, the Company's interest in the cash value of an insurance
policy (on which the Company continued to pay premiums) was transferred to
Mr. Gleason. Mr. Gleason's annual benefit under the Company's pension plan

-32-

will be at least $130,000 (subject to the social security offset provisions
of the pension plan). Mr. Gleason was also entitled to participate in all
other plans and to receive other benefits normally provided by the Company
to top-level executives, except that Mr. Gleason's bonus under each of the
Company's annual bonus plan and long-term bonus plan could not exceed
$50,000 annually. In addition to his salary, Mr. Gleason received bonuses
and other benefits totaling $100,551 in 1996.

In the Agreement, Mr. Gleason granted the Company a covenant not to
compete (and certain related restrictive covenants) that generally extended
to January 31, 1996.

Mr. Gleason participates in the former deferred compensation plan of
the Company. The deferred compensation plan provides participants with
deferred compensation beginning upon retirement from the Company at normal
or early retirement age. The plan also provides benefits in the event of
death and reduced benefits upon disability. The Company has purchased
insurance on the participants' lives payable to the Company in amounts
which, if the assumptions made as to mortality experience, policy dividends
and other factors are realized, will cover all the Company's payments for
the insurance and all deferred compensation obligations and will provide an
additional amount for use of the Company's money. Mr. Gleason's anticipated
annual benefits from the deferred compensation plan upon retirement at
normal retirement age and continuing for 18 years are $180,000 for the
first five years and $154,000 for the following thirteen years. Mr.
Gleason's deferred compensation agreement provides for benefits payable for
18 years after attaining age 55, if he elects, or otherwise upon attaining
age 60. An election to receive benefits before age 60 triggers a reduction
in the benefits. Mr. Gleason is fully vested with respect to benefits under
his deferred compensation agreement.

Mr. Gleason also participated in the Company's employee stock option
loan program described on page ___ of this Proxy Statement during 1996. As
of March 1, 1997, Mr. Gleason had no outstanding loan balances. Mr.
Gleason's largest outstanding balance under all such loans since December
31, 1995, was $646,472.

STOCK PRICE PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return
on Wolverine Common Stock to the Standard & Poor's 500 Stock Index and an
index of peer companies that produce non-athletic footwear, assuming an
investment of $100.00 at the beginning of the period indicated. The
Standard & Poor's 500 Stock Index is a broad equity market index published
by Standard & Poor's. The index of peer companies was constructed by the
Company and includes the companies listed in the footnote to the graph
below. In constructing the peer index, the return of each peer group
company was weighted according to its respective stock market

-33-

capitalization at the beginning of each period indicated. Cumulative total
stockholder return is measured by dividing: (i) the sum of (a) the
cumulative amount of dividends for the measurement period, assuming
dividend reinvestment, and (b) the difference between the share price at
the end and the beginning of the measurement period; by (ii) the share
price at the beginning of the measurement period.

COMPARISON OF FIVE YEAR CUMULATIVE
TOTAL STOCKHOLDER RETURN

[LINE GRAPH]
- ---------------------

The index of peer companies consists of J. Baker, Inc.; R.G. Barry
Corporation; Brown Group, Inc.; Candie's, Inc.; Daniel Green Company;
Genesco Inc.; Interco Incorporated (2); Justin Industries, Inc.;
Kenneth Cole Productions, Inc.; Lacrosse Footwear, Inc.; Nine West
Group Inc.; Penobscot Shoe Company; Rocky Shoes & Boots, Inc.; Sam &
Libby, Inc.; The Stride Rite Corporation; The Timberland Company;
Wellco Enterprises, Inc.; and Weyco Group, Inc.

Interco, Inc. filed a petition for relief under Chapter 11 of the
United States Bankruptcy Code on January 24, 1991. As part of the
bankruptcy reorganization, all outstanding capital stock of Interco,
Inc. was canceled on June 26, 1992, and the company was completely
recapitalized with new stock issued to the creditors of Interco, Inc.
Interco, Inc. is accounted for in the stock performance graph as a new
company effective in 1992.

The dollar values for total stockholder return plotted in the graph
above are shown in the table below:

FISCAL S & P PEER
YEAR-END WOLVERINE 500 INDEX
-------- --------- ----- ------

1991 100.0 100.0 100.0
1992 ______ 107.6 ______
1993 ______ 118.5 ______
1994 ______ 120.0 ______
1995 ______ 165.1 ______
1996 ______ 203.1 ______

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EXECUTIVE COMPENSATION

COMPENSATION SUMMARY

The following Summary Compensation Table shows certain information
concerning the compensation earned during each of the 3 fiscal years in
the period ended December 28, 1996, by the Chief Executive Officer of the
Company and each of Wolverine's 4 most highly compensated executive
officers who served in positions other than Chief Executive Officer at the
end of the last completed fiscal year. The numbers of shares subject to
awards of stock options have been adjusted to reflect stock splits.

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------------- --------------------- ------------
NUMBER OF
OTHER RESTRICTED SHARES
NAME AND ANNUAL STOCK UNDERLYING LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
- ------------------ ---- ------ ----- ------------ ---------- ------- ----------- ----------------

Geoffrey B. Bloom 1996 $473,107 $507,437 $ 5,746 $212,344 45,000 $366,776 $ 9,516
Chairman, Chief 1995 391,923 335,989 37,119 203,438 60,300 321,114 8,953
Executive Officer 1994 357,692 285,939 --- 179,688 50,625 183,053 117,314
and Director

Steven M. Duffy 1996 $224,266 $156,986 $ --- $ 70,781 11,250 $ 84,826 $ 7,058
Executive Vice 1995 185,797 99,530 --- 54,250 12,375 71,407 6,168
President 1994 156,287 82,952 --- 44,922 12,656 35,000 6,626

V. Dean Estes 1996 $222,194 $155,536 $ --- $ 70,781 11,250 $ 86,575 $ 4,313
Vice President 1995 188,640 85,391 --- 81,375 22,500 58,244 3,750
1994 172,248 82,892 --- 71,875 16,875 30,933 3,750

Stephen L. Gulis, Jr. 1996 $212,757 $148,937 $ --- $ 70,781 11,250 $ 78,019 $ 6,122
Executive Vice 1995 169,678 90,895 --- 54,250 12,375 48,469 4,877
President, Chief 1994 143,594 76,761 --- 44,922 12,656 21,648 4,877
Financial Officer
and Treasurer

Timothy J. O'Donovan 1996 $286,633 $229,306 $ --- $141,563 25,500 $149,758 $ 7,686
President and 1995 233,423 98,138 --- 122,063 33,750 107,924 7,123
Director 1994 199,577 107,392 --- 107,813 30,375 49,424 7,123
- -----------

-35-

The values of restricted stock awards reported in this column are
calculated using the closing market price of Common Stock on the
date of grant. As of the end of Wolverine's 1996 fiscal year,
each of the named executive officers held shares of restricted
stock. Dividends will be paid on shares of restricted stock at
the same rate dividends are paid on Common Stock. The number of
shares of restricted stock held by each named individual and the
aggregate value of those shares (as represented by the closing
price of Common Stock on December 27, 1996) at the end of the
Company's 1996 fiscal year, without giving effect to the
diminution of value attributable to the restrictions on the
stock, are set forth below:

NUMBER AGGREGATE
OF SHARES VALUE
--------- ---------

Mr. Bloom 64,744 $1,830,957
Mr. Duffy 18,163 513,476
Mr. Estes 21,764 615,779
Mr. Gulis 15,843 448,298
Mr. O'Donovan 35,344 999,913

These numbers do not include the number or value of shares of
restricted stock awarded during 1996 in connection with the
Company's Long-Term Incentive Plan (1993-1995) or during 1997 in
connection with the Company's Long-Term Incentive Plan (1994-
1996), the values of which are included in the amounts reported
in the "LTIP Payout" column for the applicable year for each
listed individual in this table.

Under the Company's Long-Term Incentive Plan (1994-1996), amounts
payable under the plan are paid (i) in cash equal to 50% of the
amount payable, and (ii) in shares of restricted stock that have
a market value, on the date the cash payment is made, equal to
140% of the remaining 50% payable under the plan (i.e. 70% of the
calculated bonus amount). The dollar amounts reported in this
column for 1996 reflect the cash payment and the market value of
the shares of restricted stock on the date of payment. Shares of
restricted stock are granted under the Company's existing plans
that provide for such awards. The restrictions lapse with respect
to one-third of the shares on each anniversary of the date of
grant over a three-year period. Pursuant to the plan, the Company
granted 26,008 shares of restricted stock to key management
employees with respect to amounts payable under the plan for the
three-year performance period ended December 28, 1996.

-36-

The compensation listed in this column for 1996 consisted of: (i)
Company contributions to the accounts of the named executive
officers under Wolverine's 401(k) Savings Plan as follows: $4,313
for Mr. Bloom; $4,313 for Mr. Duffy; $4,313 for Mr. Estes; $4,313
for Mr. Gulis; and $4,313 for Mr. O'Donovan; and (ii) payments
made by Wolverine for the premiums on certain life insurance
policies as follows: $5,203 for Mr. Bloom; $2,745 for Mr. Duffy;
$1,809 for Mr. Gulis; and $3,373 for Mr. O'Donovan. No payments
of insurance premiums were made on behalf of Mr. Estes.

Includes one-third of the outstanding principal balance ($34,330)
of a three-year, interest-free loan made to Mr. Bloom pursuant to
his amended and restated employment agreement which was forgiven
by the Company because the Company achieved its targeted
performance goals under the annual bonus plan for the applicable
year.

Includes imputed income from a three-year, interest-free loan
made to Mr. Bloom pursuant to his amended and restated employment
agreement ($5,746).

Includes imputed income from a three-year, interest-free loan
made to Mr. Bloom pursuant to his amended and restated employment
agreement ($8,516) and, because the Company achieved the
performance goals necessary to permit payment of the maximum
amount under the annual bonus plan during 1995, an amount to
satisfy Mr. Bloom's tax liability ($28,603) associated with the
forgiveness by the Company of one-third of the principal balance
of such loan.

As stipulated in Mr. Bloom's amended and restated employment
agreement, the Company forgave the remaining principal balance
($105,465) of a loan made to Mr. Bloom to permit him to purchase
shares of Common Stock, plus all accrued but unpaid interest
($2,896) associated with the principal balance forgiven. See the
discussion of Mr. Bloom's amended and restated employment
agreement on page ___ of this Proxy Statement.

STOCK OPTIONS

The Company's stock option plans are administered by the
Compensation Committee of the Board of Directors which has authority
to determine the individuals to whom and the terms upon which options
will be granted, the number of shares to be subject to each option and
the form of consideration that may be paid upon the exercise of an
option.

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The following tables set forth information regarding stock
options granted to and exercised by the named executive officers
during the fiscal year ended December 28, 1996:

OPTION GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
- -------------------------------------------------------------------------------
PERCENT
TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO POTENTIAL REALIZABLE VALUE AT
UNDERLYING EMPLOYEES EXERCISE ASSUMED ANNUAL RATES OF STOCK
OPTIONS IN FISCAL PRICE EXPIRATION PRICE APPRECIATION FOR OPTION TERM
NAME GRANTED YEAR PER SHARE DATE 0% 5% 10%
---- ------------ ---------- --------- ---------- ------ -------- ----------

Geoffrey B. Bloom 45,000 11% $18.88 3/1/06 $ --- $534,352 $1,354,260
Steven M. Duffy 11,250 3 18.88 3/1/06 --- 133,588 338,565
V. Dean Estes 11,250 3 18.88 3/1/06 --- 133,588 338,565
Stephen L. Gulis, Jr. 11,250 3 18.88 3/1/06 --- 133,588 338,565
Timothy J. O'Donovan 25,500 6 18.88 3/1/06 --- 302,800 767,414
- -----------

All options granted during 1996 are exercisable with respect to
25% of the shares on the date of grant and become exercisable in
cumulative 25% installments on each anniversary date thereafter
with full vesting occurring on the third anniversary date of the
grant. Vesting may be accelerated upon certain events relating to
a change in control of the Company. All options were granted for
a term of 10 years. Options terminate, with certain limited
exercise provisions, in the event of death, retirement or other
termination of employment. All options permit the option price to
be paid by delivery of cash or, with the consent of the
Compensation Committee, shares of the Company's Common Stock.

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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED ON FISCAL YEAR-END FISCAL YEAR-END
NAME EXERCISE VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- ------------- ----------- -------------

Geoffrey B. Bloom 14,662 $296,704 160,895 76,555 $3,224,559 $1,043,090
Steven M. Duffy 9,492 157,585 12,167 17,787 199,911 236,087
V. Dean Estes 2,625 56,523 63,188 23,905 1,325,364 337,023
Stephen L. Gulis, Jr. 6,000 101,000 24,043 17,787 427,150 236,087
Timothy J. O'Donovan 11,925 233,918 100,033 43,592 2,053,494 592,733

The Company's employee loan program provides that an employee may
borrow from the Company up to 95% of the option price to exercise
options acquired under the Company's stock option plans. These loans
bear interest at a rate equal to the greater of 6 1/2% per annum or
the interest rate imputed by the Internal Revenue Service with
interest payable quarterly. Principal is payable quarterly at the rate
of 15% per annum, beginning 5 years after the date on which the option
to which the loan relates is exercised. All loans are secured by a
pledge of the Common Stock obtained upon exercise of the applicable
option. Outstanding loan balances as of March 1, 1997, and, if higher,
the maximum amount outstanding since December 31, 1995 (indicated in
parentheses), for each of the named executive officers of the Company
were as follows: Mr. Bloom, $68,661 ($102,991); Mr. Duffy, $0
($22,655); Mr. Estes, $44,456 ($50,254); Mr. Gulis, $33,440 ($44,778);
and Mr. O'Donovan, $80,979.

LONG-TERM INCENTIVE AWARDS

The Company has established a Long-Term Incentive Plan (1996-
1998) pursuant to which the Company may award cash and shares of
restricted stock to plan participants conditioned upon the achievement
of certain corporate performance goals over a three-year performance
period.

The following table sets forth certain information concerning
awards of long-term incentive compensation to the named individuals
during the last fiscal year:

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LONG-TERM INCENTIVE PLANS AWARDS IN LAST FISCAL YEAR

PERFORMANCE
OR OTHER ESTIMATED FUTURE PAYOUTS
NUMBER OF SHARES, PERIOD UNTIL UNDER NON-STOCK-PRICE-BASED PLANS
UNITS OR MATURATION -------------------------------------
NAME OTHER RIGHTS OR PAYOUT THRESHOLD TARGET MAXIMUM
---- ---------------- ------------ --------- ------ -------

Geoffrey B. Bloom 50% 3 years $149,147 $298,294 $596,587
Steven M. Duffy 35 3 years 49,490 98,980 197,959
V. Dean Estes 25 3 years 35,023 70,046 140,093
Stephen L. Gulis, Jr. 35 3 years 46,952 93,905 187,810
Timothy J. O'Donovan 40 3 years 72,289 144,577 289,156
- ----------

Under the Company's Long-Term Incentive Plan (1996-1998), key
management employees may earn incentive compensation based upon
achievement of specified earnings per share ("EPS") over a three-
year performance period. The numbers reported in the column under
the heading "Number of Shares, Units or Other Rights" represent
the percentage of each officer's average base salary during the
three-year period that the officer will receive as bonus
compensation under the plan if the specified EPS are achieved.
These amounts were determined by the Compensation Committee. If
higher or lower actual EPS are attained during the three-year
performance period, the percentage of base salary to be received
as bonus compensation by each officer will be correspondingly
higher or lower. Bonuses are conditioned upon achieving a minimum
or "threshold" EPS. Bonuses are also capped at a maximum amount
and may not exceed 150% of the percentage of base salary reported
under the heading "Number of Shares, Units or Other Rights" with
respect to each participant. EPS goals were established by the
Compensation Committee at the beginning of 1996 for the period
ending on the last day of the Company's 1998 fiscal year. EPS
goals are expressed as net earnings per share after taxes. For
any bonuses to be paid, EPS in the third year of the performance
period must equal at least 20% of the total EPS goal for the
entire period.

Under the plan, amounts earned as bonus compensation are
calculated based on each participant's average annual base salary
during the three-year performance period. For purposes of this
table, the "Threshold," "Target" and "Maximum" amounts have been
calculated using each named individual's base salary for 1996 as
reported in the Summary Compensation Table, adjusted for cost of
living increases in each successive year in the performance

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period which averages 5.0% per year. Amounts payable under the
plan are paid (i) in cash equal to 50% of the amount payable, and
(ii) in shares of restricted stock that have a market value, on
the date the cash payment is made, equal to 140% of the remaining
50% payable under the plan (i.e. 70% of the calculated bonus
amount). The dollar amounts reported under the headings
"Threshold," "Target" and "Maximum" reflect the value of the cash
payment and the market value of restricted stock to be received
on the date of payment. Shares of restricted stock are granted
under the Company's existing plans that provide for such awards.
The restrictions lapse with respect to 1/3 of the shares on each
anniversary of the date of grant over a three-year period.

PENSION PLAN

The Company has established a qualified pension plan covering
most of the Company's salaried employees. The Code imposes certain
limitations on the maximum amount of pension benefits payable under
qualified plans. The Code also imposes a cap of $150,000 (subject to
certain grandfather provisions for earnings accrued before January 1,
1994) on the amount of earnings which may be taken into account in
determining benefits payable under qualified plans.

The following table illustrates the estimated annual benefits
payable under the pension plan for Wolverine's executive officers if
they retire at age 65 at the annual levels of average remuneration and
years of service indicated (computed on a straight life annuity basis
without the reduction required by the plan for the Social Security
Allowance received by participants in the plan and without regard to
any accrued grandfathered benefit for earnings before January 1,
1994):

PENSION PLAN TABLE

YEARS OF SERVICE
--------------------------------------------------------------
AVERAGE REMUNERATION 10 15 20 25 30 OR MORE
------- ------- ------- ------- ----------

$150,000 $24,000 $36,000 $48,000 $60,000 $72,000

Subject to the limitations imposed by the Code, the pension plan
provides monthly benefits at normal retirement in an amount equal to

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the greater of: (i) $16.00 times the participant's number of years of
service up to 30 years; or (ii) 1.6% of final average monthly
remuneration times the participant's number of years of service up to
30 years. Benefits are reduced by the Social Security Allowance as
defined in the plan. Under the plan, benefits may be based upon an
employee's "final average pay," which is defined as the average of the
48 highest consecutive months of employee earnings within the latest
120 calendar months. Except for the $150,000 cap imposed by the Code,
the remuneration covered by the plan for an employee would be
essentially equivalent to the sum of the amounts reported under the
heading "Annual Compensation" in the Summary Compensation Table above
except for the forgiveness of Mr. Bloom's interest-free loan.

The pension plan provides that if the pension plan is terminated
during any period beginning on a Restricted Date and ending 2 years
later, surplus plan assets will be used to purchase retiree medical
and life insurance in satisfaction of the Company's then outstanding
obligations, if any, and will be paid pro rata to increase the
benefits of plan participants, subject to legal limitations. If the
pension plan is merged with, or the assets of the plan are transferred
to, another plan, then (i) benefits will be fully vested; (ii)
benefits will be increased as if the plan had been terminated; and
(iii) benefits will be satisfied through the purchase of a guaranteed
annuity contract. A Restricted Date is defined as the date any person
or group acquires more than 50% of the voting stock of the Company in
a transaction not approved by the Board of Directors, or the date
during any two-year period on which individuals who at the beginning
of the period constituted the Board of Directors (including any new
director whose nomination or election was approved by two-thirds of
the directors who were directors at the beginning of the period) cease
for any reason to constitute a majority of the Board.

As of December 31, 1996, the persons listed in the Summary
Compensation Table had the following years of credited service under
the plan: Mr. Bloom, 10 years; Mr. Duffy, 8 years; Mr. Estes, 21
years; Mr. Gulis, 11 years; and Mr. O'Donovan, 27 years.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

In 1995, the Company adopted a new Supplemental Executive
Retirement Plan ("SERP") to replace the deferred compensation
agreements entered into between the Company and certain key employees,
including those listed in the Summary Compensation Table, except that
an executive covered by a deferred compensation agreement will always
be entitled to a benefit under the SERP at least equal to what he or
she would have received under the deferred compensation agreement. The
SERP was amended by the Company effective January 1, 1996.

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Under the SERP, a participating executive will be eligible for an
annual supplemental benefit once he or she has completed 5 years of
service after becoming a participant in the SERP (or, for those
executives already covered by a deferred compensation agreement, 5
years after entering into the deferred compensation agreement);
alternatively, a participating executive will be eligible for a
benefit with less than 5 years of service if he or she retires at or
after age 65. The supplemental benefit is equal to the difference
between the executive's retirement benefit under the Company's
qualified pension plan and an amount equal to a designated percentage
of the executive's average compensation multiplied by the executive's
years of service with the Company (up to 25 years). The designated
percentage is either 2.4% for each year of service (including all of
the individuals listed in the Summary Compensation Table), or 2% per
year of service. "Average Compensation" is the average of the
executive's annual compensation for the 4 consecutive highest
compensation years out of the last 10 years of the executive's
employment. Average Compensation does not include payments under the
long-term (three-year) incentive bonus plan or severance payments. For
this purpose, Average Compensation does not vary significantly from
the amounts shown under the caption "Annual Compensation" in the
Summary Compensation Table above except for the forgiveness of Mr.
Bloom's interest-free loan.

A retired participating executive may draw the full benefit
beginning at age 65. A participating executive who has 10 years of
service may elect to begin receiving a reduced benefit at or after age
55. The reduction factor is 4% for each year prior to age 60, and 2%
for each year between age 60 and age 65. The SERP provides for a
disability benefit equal to 60% of the supplemental retirement benefit
(based on the executive's years of service at the date of disability).
A disabled executive is still eligible for a supplemental retirement
benefit beginning at age 65, based on all years of service (including
years during which the executive was receiving a disability benefit).
The SERP also provides for a death benefit to the executive's
designated beneficiary if the executive dies before retiring. The
death benefit is a lump sum equal to the present value of the benefit
the executive could have received beginning at age 65, based on his or
her years of service up to the date of death.

Benefits under the plan are subject to forfeiture if the
executive's employment is terminated for serious misconduct, if the
executive competes with the Company or if the Company cannot collect
under an insurance policy purchased to fund plan benefits for certain
reasons. If, within 2 or 3 (for all individuals listed in the Summary
Compensation Table) years after a "change in control" the executive
resigns for "good reason" or is terminated by the Company (other than
for "cause," or due to death or "disability" as defined in the SERP),

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the executive will be entitled to a lump sum payment equal to 125% of
the present value of the benefit payments for which the executive
would have been eligible if the executive had retired at age 55 (or at
his or her actual age, if greater than age 55), without the 2%/4%
early retirement reduction factors, but based on years of service at
the actual date of termination. For purposes of the SERP, "change in
control" is defined as (i) the failure of the individuals who were
directors at the time the SERP was adopted and those whose election or
nomination to the Board of Directors was approved by a three-quarters
vote of the directors then still in office who were directors at the
time the SERP was adopted, or whose election or nomination was so
approved, to constitute a majority of the Board of Directors; (ii) the
acquisition by certain persons or groups of 20% or more of the
Company's Common Stock or combined outstanding voting power (excluding
certain transactions); (iii) the approval by the stockholders of a
reorganization, merger or consolidation (excluding certain permitted
transactions); or (iv) the approval by the stockholders of a complete
liquidation or dissolution of the Company or the sale or disposition
of all or substantially all of the assets of the Company (excluding
certain permitted transactions).

The Company may terminate the SERP or stop further accrual of
plan benefits for a participating executive at any time, but
termination does not affect already accrued benefits.

EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT
AND CHANGE IN CONTROL ARRANGEMENTS

MR. BLOOM'S AGREEMENT. On April 27, 1993, the Company entered
into an amended and restated employment agreement (the "Employment
Agreement") with Mr. Bloom to employ him as President and Chief
Executive Officer until April 30, 1997, with a provision for automatic
renewal until April 30, 2000, unless a one-year prior notice of non-
renewal is given by the Company. Under the Employment Agreement, Mr.
Bloom is to receive a salary of not less than $330,000 per year, a
leased vehicle, the benefits of a term life insurance policy in the
amount of $500,000 and other benefits normally provided by the Company
to top-level executives. Because Mr. Bloom did not voluntarily
terminate his employment prior to May 8, 1994, the Company forgave the
remainder of the total outstanding principal balance ($105,465) of a
loan plus accrued interest ($2,896) made to Mr. Bloom to permit him to
exercise an option to purchase shares of Common Stock. Under the
Employment Agreement, the Company was required to provide to Mr. Bloom
a three-year, interest-free loan in an amount equal to the federal and
state withholding taxes resulting from each forgiveness. The
Compensation Committee approved a bonus plan for Mr. Bloom in 1995
under which one-third of the principal balance of this loan will be

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forgiven in 1996, 1997 and 1998 if the Company achieves its targeted
performance goals under the annual bonus plan in 1995, 1996 and 1997,
respectively, and the Company will pay Mr. Bloom an amount to satisfy
Mr. Bloom's tax liability with respect to each such forgiveness if the
Company achieves the performance goals necessary to permit payment of
the maximum amount under the annual bonus plan in 1995, 1996 and 1997,
respectively. The total principal balance outstanding under this loan
at March 1, 1997 was $68,611 (excluding the amount the Company is
required to forgive because the target performance goals were achieved
in 1996 as reported in the Summary Compensation Table) and the largest
aggregate amount outstanding under this loan since January 1, 1996 was
$102,991.

If the Employment Agreement is not renewed or Mr. Bloom is
terminated other than for Cause (as defined in the Employment
Agreement), the Employment Agreement requires Wolverine to pay to Mr.
Bloom, in addition to normal salary and bonuses through the date of
termination or non-renewal, a lump sum equal to 2 times Mr. Bloom's
then current salary. In addition, Mr. Bloom will be credited with 3
additional years of benefit service for purposes of computing his
benefits under the SERP. Mr. Bloom may elect to commence payments of
the retirement benefits upon attaining age 58. If Mr. Bloom is
terminated other than for Cause, then Mr. Bloom will be entitled to up
to 12 months' benefits under all employee benefit programs. Payments
described in this paragraph are not subject to mitigation under the
Employment Agreement.

In addition, if Mr. Bloom's employment is terminated by the
Company other than for Cause, Retirement or Disability, or by Mr.
Bloom for Good Reason (all as defined in the Employment Agreement),
then Mr. Bloom will receive upon termination, in addition to normal
salary and bonuses earned through the date of termination: (i) cash
equal to the present value of his then current salary (plus bonus)
which would have been payable through April 30, 1997; (ii) a lump sum
in cash equal to 150% of the value of the difference between the
market price of Common Stock (or, if higher, the highest price paid in
connection with any change in control of the Company) and the exercise
prices of options (other than incentive stock options granted after
May 8, 1992) then held by Mr. Bloom, whether or not fully exercisable,
and 100% of the difference between the market price and exercise
prices of any incentive stock options granted after May 8, 1992, that
are or would be exercisable by Mr. Bloom before April 30, 1997; (iii)
reimbursement for relocation expenses and legal fees, and indemnity
against loss in the sale of Mr. Bloom's principal residence; (iv) a
cash payment at Mr. Bloom's retirement age equal to the actuarial
value of the retirement pension to which Mr. Bloom would have been
entitled (without regard to vesting requirements) had he accrued 3
additional years of service with the Company, plus the amount awarded

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to Mr. Bloom during the year most recently ended reduced by the single
sum actuarial equivalent of any amounts to which he is entitled under
the normal retirement plans and programs of the Company; and (v)
outplacement services paid for by the Company. Although the Company
believes that none of these payments would constitute "parachute
payments" under Section 280G of the Code, the payments will be reduced
and/or deferred to the extent they constitute "parachute payments."

Except as described above, the Employment Agreement requires Mr.
Bloom to mitigate payments under the agreement in accordance with law.
However, Mr. Bloom need not actively seek employment, accept
employment outside the West Michigan area, or accept employment which
is not substantially equivalent in all material respects to his
position with the Company in connection with his obligation to
mitigate payments.

SEVERANCE AGREEMENTS. Pursuant to individual agreements with the
Company, Messrs. Duffy, Estes, Gulis and O'Donovan, and certain other
executive officers, will receive compensation in the event of
termination of their employment following a change in control of the
Company, unless: (i) the termination of the officer is due to death or
retirement in accordance with Company policy or as otherwise agreed;
(ii) the termination is by the Company for cause or disability; or
(iii) the termination is by resignation of the officer for other than
Good Reason. Good Reason is defined in the agreements to include,
among other things, the assignment of duties inconsistent with the
officer's status as a senior executive officer of the Company or the
duties performed by the officer immediately before a change in
control, a reduction in the officer's annual base salary or relocation
of the officer.

The compensation payable in the event of such a termination after
a change in control includes: (i) cash equal to 2 times the officer's
annual salary, including bonus; (ii) cash equal to 150% of the
difference between the market price of Common Stock (or, if higher,
the highest price paid in connection with any change in control of the
Company) and the exercise prices of unexercised stock options granted
to the officer (other than incentive stock options granted after the
date of the officer's agreement), and 100% of the difference between
the market price and exercise prices of incentive stock options
granted to the officer after the date of the agreement which are then
exercisable; (iii) relocation expenses, legal fees and indemnity
against loss in the sale of the officer's principal residence; (iv) up
to 2 years' benefits under all employee benefit programs; (v) a cash
payment at the officer's retirement age equal to the actuarial value
of the retirement pension to which the officer would have been
entitled (without regard to vesting requirements) had he or she
accrued 3 additional years of service with the Company, plus the

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amount awarded to the officer during the year most recently ended
reduced by the single sum actuarial equivalent of any amounts to which
the officer is entitled under the normal retirement plans and programs
of the Company; and (vi) outplacement services paid for by the
Company. In all of the severance agreements, the officer has no
requirement to mitigate the payments by seeking employment, but the
compensation to be paid during the fourth and later months after
termination will be reduced to the extent of any compensation earned
by the officer during the applicable period. The agreements contain a
clause limiting payments to those that are deductible by the Company
under the Code.

A change in control is defined in the agreements to include a
change in control as set forth in the proxy rules issued under the
Exchange Act, the acquisition of 25% or more of the Common Stock of
the Company by any person or group of persons acting together, or a
change during any two-year period in a majority of the Board of
Directors of the Company unless each new director was approved by a
vote of at least two-thirds of the directors then still in office who
were directors at the beginning of the period.

STOCK PLAN PROVISIONS. The Company has granted certain stock
options and awarded shares of restricted stock that are subject to
accelerated vesting upon a change in control of the Company. The
options include options issued under the 1988 Plan, the 1993 Plan, and
the 1995 Plan, and the shares of restricted stock include shares
awarded under the 1984 Executive Incentive Stock Purchase Plan (the
"1984 Plan"), the 1993 Plan and the 1995 Plan.

Under the stock option agreements entered into between the
Company and participants in the 1988 Plan, the 1993 Plan and the 1995
Plan, 25% of each option generally becomes exercisable on the date of
grant and the remainder becomes exercisable at the rate of 25% of the
option per year following the date of grant. However, the stock option
agreements also provide that all options granted under the 1988 Plan
become immediately exercisable in the event of a change in control of
the Company.

The 1984 Plan, the 1993 Plan and the 1995 Plan provide for
restricted stock awards. Except for shares awarded in connection with
payment of bonuses under the long-term (three-year) incentive bonus
plan, the restrictions on 25% of the shares received pursuant to an
award normally lapse on the third anniversary of the date of the
award, with an additional 25% of the restrictions lapsing on the
fourth anniversary and the remaining restrictions lapsing on the fifth
anniversary. With respect to shares awarded in connection with the
long-term (three-year) incentive bonus plan, the restrictions on one-
third of the shares received pursuant to an award lapse on each

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anniversary of the date of the award over a three-year period. The
restricted stock agreements entered into with employees under these
plans provide that all restrictions on restricted stock will lapse
upon certain terminations of employment within a five-year period
after a change in control.

A change in control is defined in the agreements under the 1984
and 1988 Plans to include a change of control as set forth in the
proxy rules issued under the Exchange Act, the acquisition of 25% or
more of the Common Stock of the Company by any person or group of
persons acting together, or a change during any two-year period in a
majority of the Board of Directors of the Company unless each new
director was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of
the period. The definition of change in control under the 1993 Plan
differs from the definition of that term in the agreements under the
1984 and 1988 Plans in that a change in control is considered to have
occurred upon the acquisition of 20% or more (rather than 25%) of the
Company's Common Stock, and the definition includes the sale, lease,
exchange or other transfer of substantially all of the Company's
assets to, or the merger or consolidation of the Company with, a
corporation that is not controlled by the Company. Under the 1995
Plan, a change in control is defined as (i) the failure of the
individuals who were directors at the time the 1995 Plan was adopted
and those whose election or nomination to the Board of Directors was
approved by a two-thirds vote of the directors then still in office
who were directors at the time the 1995 Plan was adopted to constitute
a majority of the Board of Directors; (ii) the acquisition by certain
persons or groups of 20% or more of the Company's Common Stock; (iii)
the approval by the stockholders of a reorganization, merger or
consolidation (except with certain permitted entities); or (iv) the
approval by the stockholders of a complete liquidation or dissolution
of the Company or the sale or disposition of all or substantially all
of the assets of the Company (other than to certain permitted
entities).

OTHER PLANS AND AGREEMENTS. Severance agreements with various
executive officers (described above) provide for cash payments in lieu
of outstanding options if a change in control of the Company occurs.
In addition, the SERP (described above) and the Outside Directors'
Plan (described above) provide for certain benefits and payments if a
change in control of the Company occurs.

BENEFIT TRUST AGREEMENT. In May, 1987, the Company established a
Benefit Trust (the "Trust") to assure that payments to employees under
the employment agreements and severance agreements described above and
deferred compensation agreements with certain employees (collectively,
the "Agreements") will not be improperly withheld after a change in

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control of the Company as defined in the agreement establishing the
Trust. Under the Trust, upon the occurrence of a Potential Change in
Control (as defined in the Trust agreement), the Company will deliver
to the trustee, to be held in trust, cash, marketable securities or
insurance equal to an amount determined by the Company to have a fair
market value, together with any existing amounts in the trust, equal
to the value of the benefits due to employees under the Agreements
given certain assumptions set forth in the Trust. Additional terms of
the Trust provide for the return of the property to the Company upon
written request before a change in control or automatically if no
change in control has occurred within 6 months after funding upon a
Potential Change in Control. The Company has transferred to the Trust
insurance policies on the lives of certain key employees.

INDEMNITY AGREEMENTS. The Company has entered into indemnity
agreements with Messrs. Bloom, Duffy, Estes, Gulis and O'Donovan, and
with each director and officer of the Company (collectively,
"Executives"). The indemnity agreements indemnify each Executive
against all expenses incurred in connection with any action or
investigation involving the Executive by reason of his or her position
with the Company (or with another entity at the Company's request).
The Executives will also be indemnified for costs, including
judgments, fines and penalties, indemnifiable under Delaware law or
under the terms of any current or future liability insurance policy
maintained by the Company that covers the Executives. An Executive
involved in a derivative suit will be indemnified for expenses and
amounts paid in settlement. Indemnification is dependent in every
instance on the Executive meeting the standards of conduct set forth
in the indemnity agreements. If a potential change in control occurs,
the Company will fund a trust to satisfy its anticipated
indemnification obligations.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors (the
"Committee") develops and recommends to the Board of Directors the
executive compensation policies of the Company. The Committee also
administers the Company's compensation plans and recommends for
approval by the Board of Directors the compensation to be paid to the
Chief Executive Officer and, with the advice of the Chief Executive
Officer, the other executive officers of the Company. The Committee
consists of 4 directors, none of whom is a current or former
employee of the Company or its subsidiaries.

The Company has engaged an independent compensation consulting
firm to assist the Committee in formulating Wolverine's compensation
policies and to provide advice to the Committee concerning specific

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compensation packages and appropriate levels of executive
compensation. The firm was also retained to provide specific advice
concerning the employment agreement with Mr. Bloom.

The basic compensation philosophy of the Committee and the
Company is to provide competitive salaries as well as incentives to
achieve superior financial performance. The Company's executive
compensation policies are designed to achieve 4 primary objectives:

- Attract and retain well-qualified executives who will lead
the Company and achieve and inspire superior performance;

- Provide incentives for achievement of specific short-term
individual, business unit and corporate goals;

- Provide incentives for achievement of longer-term financial
goals; and

- Align the interests of management with those of the
stockholders to encourage achievement of continuing
increases in stockholder value.

Executive compensation at Wolverine consists primarily of four
components: base salary and benefits; amounts paid (if any) under the
annual bonus plan; amounts paid (if any) under the long-term (three-
year) incentive bonus plan; and participation in the Company's stock
option and equity-based incentive plans. Each component of
compensation is designed to accomplish one or more of the four
compensation objectives.

The participation of specific executive officers and other key
employees in the annual bonus plan, the long-term (three-year)
incentive bonus plan and the stock option and equity-based incentive
plans of the Company is recommended by management, and all
recommendations (including the level of participation) are reviewed,
modified (to the extent appropriate) and approved by the Committee.
Senior executive officers are normally eligible to receive a greater
percentage of their compensation in the form of awards under these
incentive plans to reflect the Committee's belief that the percentage
of an executive's total compensation that is "at risk" should increase
as the executive's corporate responsibilities increase.

BASE SALARY

To attract and retain well-qualified executives, it is the
Committee's policy to establish base salaries at levels and provide
benefit packages that are considered to be competitive. Base salaries
of senior executives are determined by the Committee by comparing each

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executive's position with similar positions in companies of similar
type, size and financial performance. The Committee uses surveys
provided by the compensation consulting firm to make this comparison.
Although some of the companies included in the peer index used in the
graph of cumulative total stockholder return are among the companies
included in the surveys, the surveys are not limited to those
companies since the Company competes for talent with a wide range of
corporations. In general, the Committee has targeted salaries to be at
the median of base salaries paid for comparable positions by companies
included in the surveys provided by the compensation consulting firm.
Other factors considered by the Committee are the executive's
performance, the executive's current compensation, the competitive
marketplace and the Company's or the applicable business unit's
performance (determined by reference to pre-tax levels of profit and
levels of sales). Although the Committee does not give specific weight
to any particular factor, the most weight is given to the executive's
performance (in determining whether to adjust significantly above or
below the current salary level) and a significant but lesser weight is
generally given to the comparative survey data. In general, base
salaries for the Company's executive officers during 1996 were equal
to or slightly below the median of salaries paid by companies included
in the surveys. The 1996 average base salary of senior executives
increased 18.1% over the previous year's level as a result of a
combination of factors, including improved individual performance,
improved or continued excellent performance by the applicable business
unit (and Company), promotions, increased responsibilities and
adjustments obligated by employment agreements.

ANNUAL BONUS PLAN

To provide incentives and rewards for achievement of short-term
individual and business unit goals, the historical annual bonus plan
was designed to provide key employees with the opportunity for bonuses
based on each employee's performance and the performance of the
business unit to which the employee is assigned. In the case of senior
executive officers, the bonus is based on the achievement of
individual performance goals (30% weighting) and the performance of
the Company and/or the applicable operating unit as a whole (70%
weighting). Individual performance goals for senior executive officers
are tailored to each individual's position and duties, and vary in
terms of number, scope and substance among the eligible executives.
Individual performance goals for senior executive officers are
recommended by management, are reviewed, modified (to the extent
appropriate) and approved by the Committee and are then reviewed with
each employee. The performance goals for each business unit and the
Company as a whole relate to the achievement of predetermined pre-tax
levels of profit (70% to 100% weighting for a business unit and 80%
weighting for the Company), sales (0% to 20% weighting for a business

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unit and 20% weighting for the Company) and, with respect to a
business unit, other specified goals (0% to 10% weighting). Company
and business unit goals are established before the start of each year
and are reviewed and approved by the Committee. Awards under the
annual bonus plan are based on a percentage of earned salary. Bonuses
are conditioned on achieving minimum or "threshold" goals. Bonuses are
also capped at a maximum amount (200% of target) and may not exceed
specified levels. The two primary measures of corporate performance,
pre-tax levels of profit (which is given much more weight than any
other factor) and levels of sales, both significantly exceeded the
targeted levels for 1996. During fiscal year 1996, executive officers
were targeted to receive from 20% to 50% of their annual salaries in
bonus compensation. In determining these percentages, the Committee
considered each executive's position, competitive incentives, and the
executive's aggregate incentive compensation potential under all of
the Company's plans. The percentages are generally higher for more
senior executives to reflect their greater influence on profits and to
put a larger percentage of their total potential cash compensation "at
risk." Because the two primary measures of corporate performance
under the plan significantly exceeded the targeted levels for 1996,
senior executives generally received bonuses at levels that were at or
near the upper end of the range established by the Committee. If the
Annual Plan discussed in this Proxy Statement is approved by
stockholders, bonuses based on corporate performance would be paid
under that plan. Bonuses based on individual performance would be
paid on a discretionary basis. Total bonuses to be paid under these
two component plans would be substantially similar to bonuses paid
under the Company's historical annual bonus plan.

LONG-TERM (THREE-YEAR) INCENTIVE BONUS PLAN

To provide incentives and rewards for longer-term planning and
decision making and the achievement of longer-term corporate
performance goals, the long-term (three-year) incentive bonus plan
provides the opportunity for additional compensation based upon the
achievement of aggressive Company financial performance goals over a
three-year period. The primary purposes of this plan are to provide a
significant incentive to substantially improve the longer-term
earnings performance of the Company and to foster cooperation among
all business units. The target financial performance goals are
ambitious in nature because they are set above budget and generally
provide a significant challenge to management. Goals are recommended
by management and reviewed, modified (to the extent appropriate) and
approved by the Committee prior to the start of each performance
period. Performance periods begin every fiscal year and end three full
fiscal years later. For the 1996-1998 performance period and prior
periods, the Company used earnings per share ("EPS") goals. If the

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Long-Term Plan described in this Proxy Statement is approved by the
stockholders, future long-term bonuses would be paid under that Plan.
Bonuses to be paid under the Long-Term Plan would be substantially
similar to those paid under the Company's historical long-term (three-
year) incentive bonus plan.

Awards under the long-term (three-year) incentive bonus plan are
based on a percentage of average base salary during the three-year
period. If higher or lower actual EPS are achieved during the three-
year performance period, the percentage of base salary to be received
as bonus compensation by each officer will be correspondingly higher
or lower. Bonuses are conditioned upon achieving a minimum or
"threshold" EPS. Bonuses are also capped at a maximum amount and may
not exceed 200% of the targeted percentage of base salary with respect
to each executive. For the 1996-1998 performance period, executive
officers are targeted to receive from 20% to 50% of their base
salaries in bonus compensation. In determining the percentages, the
Committee considered the factors discussed above in connection with
the annual bonus plan and each executive's capacity to affect the
long-term performance of the Company. Because EPS significantly
exceeded the targeted levels for the 1994-1996 performance period,
senior executives generally received bonuses at levels that were at or
near the upper end of the range established by the Committee.

Under the Company's long-term (three-year) incentive bonus plan,
amounts payable under the plan are paid (i) in cash equal to 50% of
the amount payable and (ii) in shares of restricted stock that have a
market value, on the date the cash payment is made, equal to 140% of
the remaining 50% payable under the plan (i.e. 70% of the calculated
bonus amount). Shares of restricted stock are granted under the
Company's existing plans that provide for such awards. The
restrictions lapse with respect to one-third of the shares on each
anniversary of the date of grant over a three-year period. Pursuant
to the plan, the Company granted 26,008 shares of restricted stock to
key management employees with respect to amounts payable under the
plan for the three-year performance period ended December 28, 1996.

STOCK OPTIONS AND EQUITY-BASED INCENTIVE PLANS

Awards under the Company's stock option and equity-based
incentive plans are designed to encourage long-term investment in the
Company by participating executives, more closely align executive and
stockholder interests and reward executives and other key employees
for building stockholder value. The Committee believes stock ownership
by management is beneficial and stock awards have been granted by the
Company to executives and other key employees pursuant to various
equity-based plans for several decades. The Committee administers all
aspects of these plans and reviews, modifies (to the extent
appropriate) and approves management's recommendations for awards.

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Under the Company's plans that provide for awards of restricted
stock, all of which have been previously approved by the stockholders,
the Committee may grant to executives and other key employees shares
of restricted stock or rights to purchase stock at a minimum price
equal to the par value of the stock. These shares are subject to
certain restrictions that, except for shares awarded in connection
with the long-term (three-year) incentive bonus plan described above,
generally lapse over a period of 5 years from the date of grant.

Under the Company's stock option plans, all of which have been
previously approved by the stockholders, the Committee may grant to
executives and other key employees options to purchase shares of
stock, as well as tax benefit rights. The Company has never granted
tax benefit rights under its existing plans and has no present intent
of so doing. The Committee reviews, modifies (to the extent
appropriate) and approves the recommendations of management as to the
key employees to be granted options and the amount, timing, price and
other terms of the options. Most of the options granted have been
"incentive stock options" within the meaning of the Code, with an
exercise price equal to the market price of Common Stock on the date
of the grant. The Committee may, however, grant options with an
exercise price above or below the market price on the date of grant.

In determining the number of shares of restricted stock and/or
the number of options to be awarded to an executive, the Committee
considers a formula recommended by the compensation consulting firm
which takes into consideration the levels of responsibility and
compensation. The Committee also considers the recommendations of
management (except for awards to the Chief Executive Officer), the
individual performance of the executive and the number of shares or
other compensation awarded to executives at other companies.
Generally, both the number of shares granted and their proportion
relative to the total number of shares granted increase corresponding
to the level of an executive's responsibility. Although the Committee
may also consider the number of shares of restricted stock and/or
options already held by an executive, this factor is not considered to
be particularly important by the Committee in determining the amounts
of awards.

CHIEF EXECUTIVE OFFICER

The Chief Executive Officer's compensation is based upon the
policies and objectives discussed above. The Chief Executive Officer,
however, has a higher percentage of total cash compensation "at risk"
because a larger percentage of potential cash compensation is based
upon the annual bonus and long-term (three-year) incentive bonus plans
described above.

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Effective April 27, 1993, the Company executed an amended and
restated employment agreement (the "Employment Agreement") with Mr.
Bloom which provides for his continued service to the Company through
April 30, 1997, as President and Chief Executive Officer. The
Employment Agreement is also described on page __ of this Proxy
Statement under the heading "Employment Agreements, Termination of
Employment and Change in Control Arrangements."

Under the Employment Agreement, Mr. Bloom will receive an annual
base salary of at least $330,000 effective April 27, 1993, through
April 30, 1997, and if the Employment Agreement is renewed thereafter,
through April 30, 2000. Mr. Bloom will be entitled to participate in
the pension plan and the annual bonus and long-term (three-year)
incentive bonus plans and to receive fringe benefits similar to those
provided to senior executives of the Company through the term of the
Employment Agreement and any renewal period.

Mr. Bloom's 1996 base salary was established consistent with the
Employment Agreement. In setting Mr. Bloom's base salary and total
annual cash compensation, the Committee was advised by the
compensation consulting firm and compared Mr. Bloom's cash
compensation with that of chief executive officers in companies of
similar general type and size. Mr. Bloom's base salary is generally
targeted by the Committee to be approximately equal to the median of
salaries paid to chief executive officers by companies included in the
survey group. Mr. Bloom's base salary for 1996 increased 20.7% above
his 1995 level, primarily due to the exceptional performance of the
Company during the past year which the Committee believed was
significantly due to his leadership.

Mr. Bloom's annual incentive bonus under the annual bonus plan is
based upon corporate performance goals (70% weighting) and individual
performance goals (30% weighting). The target annual bonus award for
Mr. Bloom was 40% of base salary. Mr. Bloom's annual bonus was subject
to achievement of minimum goals and his threshold bonus at this level
would have been 20% of base salary. Mr. Bloom's bonus was also capped
at 80% of base salary. Corporate performance goals in 1996 were based
on the Company's achievement of predetermined pre-tax levels of profit
(approximately 80% weighting) and sales (20% weighting). Pre-tax
earnings from continuing operations for the 1996 fiscal year increased
by 36.5% over the 1995 fiscal year. Sales also increased by 23.4% for
the 1996 fiscal year over 1995 levels. As to his individual
performance goals, Mr. Bloom was rated extremely high by the
Committee. Because of these increases and factors, the annual bonus
paid to Mr. Bloom was at the maximum of the possible range.

As required by the Employment Agreement, because Mr. Bloom did
not voluntarily terminate his employment prior to May 8, 1994, the

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Company forgave the remainder of the total outstanding principal
balance ($105,465) of a loan, plus accrued interest ($2,896) made to
Mr. Bloom to permit him to exercise an option to purchase shares of
Common Stock. Under the Employment Agreement, the Company was
required to provide to Mr. Bloom a three-year, interest-free loan in
an amount equal to the federal and state withholding taxes resulting
from each forgiveness. The Committee approved a bonus plan for Mr.
Bloom in 1995 under which one-third of the principal balance of this
loan will be forgiven in 1996, 1997 and 1998 if the Company achieves
its targeted performance goals under the annual bonus plan in 1995,
1996 and 1997, respectively, and the Company will pay Mr. Bloom an
amount to satisfy Mr. Bloom's tax liability with respect to each such
forgiveness if the Company achieves the performance goals necessary to
permit payment of the maximum amount under the annual bonus plan in
1995, 1996 and 1997, respectively. The Company is required to forgive
one-third of this balance because the target performance goals were
achieved in 1996.

Mr. Bloom's long-term (three-year) incentive bonus award is based
upon ambitious financial performance goals for the Company expressed
in terms of targeted earnings per share. The target bonus for Mr.
Bloom was 50% of average annual base salary for the 1996-1998 plan
period. The bonus payout for Mr. Bloom can range from 0% - 200% of the
target bonus. The Company paid $366,776 to Mr. Bloom pursuant to the
1994-1996 long-term (three-year) incentive bonus plan since the
Company did achieve its financial performance goals for the bonus
period. The dollar value of this payment reflects cash paid to Mr.
Bloom for 50% of the amount payable under the plan and the market
value of shares of restricted stock granted in payment of the
remaining amount payable under the plan.

In 1996, Mr. Bloom was awarded 11,250 shares (post-split) of
restricted stock (excluding shares awarded in connection with the
1994-1996 long-term (three-year) incentive bonus plan discussed above)
and options to purchase an additional 45,000 shares (post-split) of
Common Stock. The amounts of these awards were determined by the
Committee considering the formula and factors discussed above.

During 1996, Mr. Bloom's base salary was slightly below the
median of base salaries paid by companies included in the survey group
to chief executive officers. Had the Company only achieved targeted
performance goals for 1996, Mr. Bloom's salary combined with his
targeted bonus would have been slightly below the median of salary and
bonus paid by companies included in the survey group. Because the
Company had an exceptional year and significantly exceeded targeted
performance during 1996, Mr. Bloom's salary and bonus in the aggregate
were above the median. Mr. Bloom's total compensation for 1996

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(salary, bonus and long-term incentives combined) exceeded the median
paid by companies included in the survey group primarily due to the
strong performance of the Company.

All recommendations of the Committee attributable to 1996
compensation were unanimous and were approved and adopted by the Board
of Directors without modification.

Respectfully submitted,

Daniel T. Carroll, Chairman
David P. Mehney
Joseph A. Parini
Elizabeth A. Sanders

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 1996, the Company engaged J. Walter Thompson, an
international advertising firm, to perform public relations and
marketing and advertising services. The Company paid $355,489 to J.
Walter Thompson representing fees and expenses. Ms. Joan Parker, a
director of the Company, is a Senior Partner with J. Walter Thompson.
The Company anticipates continuing its relationship with J. Walter
Thompson during the current year.

In 1989, Wolverine entered into a license agreement with
Grimoldi, S.A., an Argentinean corporation of which Mr. Alberto
Grimoldi, a director of Wolverine, is a large shareholder, to renew a
licensing relationship that had existed for approximately 10 years.
The license agreement grants to Grimoldi, S.A. the right to
manufacture and the exclusive rights to distribute and sell HUSH
PUPPIES[REGISTERED] brand footwear products in Argentina under
Wolverine's standard terms and conditions for all international
licenses. In 1994, Wolverine and Grimoldi, S.A. executed a similar
license agreement that grants similar rights with respect to Brazil.
Under these licenses, Grimoldi, S.A. pays to Wolverine royalties and
certain sublicense fees based on Grimoldi, S.A.'s sales of HUSH
PUPPIES[REGISTERED] brand footwear products in Argentina and Brazil.
The royalties and sublicense fees due to Wolverine on Grimoldi, S.A.'s
1996 sales of HUSH PUPPIES[REGISTERED] brand footwear products totaled
$_________ and have been invoiced or paid in accordance with
Wolverine's customary terms and practices.

In August 1994, Wolverine and Grimoldi, S.A. entered into a
license agreement that grants to Grimoldi, S.A. similar rights with
respect to WOLVERINE[REGISTERED] and WOLVERINE WILDERNESS[REGISTERED]
brand footwear products in Argentina. Under this footwear license,
Grimoldi, S.A. pays to Wolverine royalties based on the factory cost
of products purchased from Wolverine or a third party manufacturer, or
Grimoldi, S.A.'s sales in the case of footwear products manufactured
by Grimoldi, S.A. Under this Agreement, Grimoldi, S.A. paid royalties
in 1996 to Wolverine totaling $_________. Also in August 1994,
Wolverine entered into a distribution agreement with Grimoldi, S.A.
appointing Grimoldi, S.A. to serve as Wolverine's exclusive
distributor for CATERPILLAR[REGISTERED] brand footwear products in
Argentina. Under the distribution agreement, Grimoldi, S.A. pays to
Wolverine a service fee based on the cost of each pair of
CATERPILLAR[REGISTERED] brand footwear products purchased by Grimoldi,
S.A. Under this agreement, Grimoldi, S.A. paid service fees in 1996 to
Wolverine totaling $_______. These agreements were made under standard
terms and conditions applicable to all international licensees and
distributors, respectively, and all payments due under these
agreements were invoiced or paid in accordance with Wolverine's
customary terms and practices.

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In the ordinary course of their business, Wolverine and its
subsidiaries sell footwear for resale, samples, components of footwear
products (such as leather and shoe soles), advertising materials and
miscellaneous items to licensees, distributors and customers. In 1996,
purchases of such items by Grimoldi, S.A. totaled $_______ (including
any applicable sublicense fees for products containing licensed
proprietary technology). All of these purchases were made pursuant to
Wolverine's customary trade terms and were invoiced or paid in
accordance with Wolverine's customary payment terms and schedules
applicable to all licensees, distributors and customers.

All of the transactions described above occurred pursuant to
continuing contractual arrangements between Wolverine and Grimoldi,
S.A. Wolverine expects similar transactions to occur between Grimoldi,
S.A. and Wolverine and its subsidiaries during 1997.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires Wolverine's directors
and officers and persons who beneficially own more than 10% of the
outstanding shares of Common Stock to file reports of ownership and
changes in ownership of shares of Common Stock with the Securities and
Exchange Commission. Directors, officers and greater than 10%
beneficial owners are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a)
reports they file. Based on its review of the copies of such reports
received by it, or written representations from certain reporting
persons that no reports on Form 5 were required for those persons for
the 1996 fiscal year, Wolverine believes that its directors and
officers complied with all applicable filing requirements during the
Company's last fiscal year.

SELECTION OF AUDITORS

Subject to the approval of stockholders, the Board of Directors
has reappointed the firm of Ernst & Young LLP as independent auditors
of the Company for the current fiscal year.

Ernst & Young LLP, certified public accountants, has audited the
financial statements of the Company and its subsidiaries for the
fiscal year ended December 28, 1996. Representatives of Ernst & Young
LLP are expected to be present at the annual meeting, will have an
opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions from
stockholders.

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YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
RATIFICATION OF THE REAPPOINTMENT OF ERNST & YOUNG LLP

STOCKHOLDER PROPOSALS

Stockholder proposals intended to be presented at the 1998 annual
meeting of stockholders must be received by the Company not later than
November 14, 1997, to be considered for inclusion in the proxy
statement and form of proxy relating to that meeting. Proposals of
stockholders should be made in accordance with Securities and Exchange
Commission Rule 14a-8 and should be addressed to the attention of the
Secretary of the Company, 9341 Courtland Drive, N.E., Rockford,
Michigan 49351.

SOLICITATION OF PROXIES

Solicitation of proxies will be made initially by mail. In
addition, directors, officers and employees of the Company and its
subsidiaries may solicit proxies by telephone or facsimile or
personally without additional compensation. Proxies may be solicited
by nominees and other fiduciaries who may mail materials to or
otherwise communicate with the beneficial owners of shares held by
them. The Company will bear all costs of the preparation and
solicitation of proxies, including the charges and expenses of
brokerage firms, banks, trustees or other nominees for forwarding
proxy materials to beneficial owners. Wolverine has engaged Corporate
Investor Communications, Inc. at an estimated cost of $6,000, plus
expenses and disbursements, to assist in solicitation of proxies.

By Order of the Board of Directors

Blake W. Krueger, EXECUTIVE VICE
PRESIDENT, GENERAL COUNSEL AND
SECRETARY
March 14, 1997

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WOLVERINE LOGO

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APPENDIX A

WOLVERINE WORLD WIDE, INC.

1997 STOCK INCENTIVE PLAN

SECTION 1

ESTABLISHMENT OF PLAN; PURPOSE OF PLAN

1.1 ESTABLISHMENT OF PLAN. The Company hereby establishes the 1997
STOCK INCENTIVE PLAN (the "Plan") for its corporate, divisional and
Subsidiary officers and other key employees. The Plan permits the grant
and award of Stock Options, Restricted Stock, Stock Awards and Tax Benefit
Rights.

1.2 PURPOSE OF PLAN. The purpose of the Plan is to provide officers
and key management employees of the Company, its divisions and its
Subsidiaries with an increased incentive to make significant and
extraordinary contributions to the long-term performance and growth of the
Company and its Subsidiaries, to join the interests of officers and key
employees with the interests of the Company's stockholders through the
opportunity for increased stock ownership and to attract and retain
officers and key employees of exceptional abilities. The Plan is further
intended to provide flexibility to the Company in structuring long-term
incentive compensation to best promote the foregoing objectives. Within
that context, the Plan is intended to provide performance-based
compensation under Section 162(m) of the Code and shall be interpreted,
administered and amended if necessary to achieve that purpose.

SECTION 2

DEFINITIONS

The following words have the following meanings unless a
different meaning is plainly required by the context:

2.1 "Act" means the Securities Exchange Act of 1934, as amended.

2.2 "Board" means the Board of Directors of the Company.

2.3 "Change in Control" means (a) the failure of the Continuing
Directors at any time to constitute at least a majority of the
members of the Board; (b) the acquisition by any Person other
than an Excluded Holder of beneficial ownership (within the
meaning of Rule 13d-3 issued under the Act) of 20% or more of the

outstanding Common Stock or the combined voting power of the
Company's outstanding securities entitled to vote generally in
the election of directors; (c) the approval by the stockholders
of the Company of a reorganization, merger or consolidation,
unless with or into a Permitted Successor; or (d) the approval by
the stockholders of the Company of a complete liquidation or
dissolution of the Company or the sale or disposition of all or
substantially all of the assets of the Company other than to a
Permitted Successor.

2.4 "Code" means the Internal Revenue Code of 1986, as amended.

2.5 "Committee" means the Compensation Committee of the Board or such
other committee as the Board shall designate to administer the
Plan. The Committee shall consist of at least two members of the
Board and all of its members shall be "non-employee directors" as
defined in Rule 16b-3 issued under the Act and "outside
directors" as defined in the regulations issued under Section
162(m) of the Code.

2.6 "Common Stock" means the Common Stock of the Company, $1 par
value.

2.7 "Company" means Wolverine World Wide, Inc., a Delaware
corporation, and its successors and assigns.

2.8 "Continuing Directors" mean the individuals constituting the
Board as of the date this Plan was adopted and any subsequent
directors whose election or nomination for election by the
Company's stockholders was approved by a vote of three-quarters
(3/4) of the individuals who are then Continuing Directors, but
specifically excluding any individual whose initial assumption of
office occurs as a result of either an actual or threatened
election contest (as the term is used in Rule 14a-11 of
Regulation 14A issued under the Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of
a Person other than the Board.

2.9 "Employee Benefit Plan" means any plan or program established by
the Company or a Subsidiary for the compensation or benefit of
employees of the Company or any of its Subsidiaries.

2.10 "Excluded Holder" means (a) any Person who at the time this Plan
was adopted was the beneficial owner of 20% or more of the
outstanding Common Stock; or (b) the Company, a Subsidiary or any
Employee Benefit Plan of the Company or a Subsidiary or any trust
holding Common Stock or other securities pursuant to the terms of
an Employee Benefit Plan.

2.11 "Incentive Award" means the award or grant of a Stock Option,
Restricted Stock, Stock Award or Tax Benefit Right to a
Participant pursuant to the Plan.

2.12 "Market Value" shall equal the mean of the highest and lowest
sales prices of shares of Common Stock on the New York Stock
Exchange (or any successor exchange that is the primary stock
exchange for trading of Common Stock) on the date of grant, or if
the New York Stock Exchange (or any such successor) is closed on
that date, the last preceding date on which the New York Stock
Exchange (or any such successor) was open for trading and on
which shares of Common Stock were traded.

2.13 "Participant" means a corporate officer, divisional officer or
any key employee of the Company, its divisions or its
Subsidiaries is granted an Incentive Award under the Plan.

2.14 "Permitted Successor" means a company which, immediately
following the consummation of a transaction specified in clauses
(c) and (d) of the definition of "Change in Control" above,
satisfies each of the following criteria: (a) 50% or more of the
outstanding common stock of the company and the combined voting
power of the outstanding securities of the company entitled to
vote generally in the election of directors (in each case
determined immediately following the consummation of the
applicable transaction) is beneficially owned, directly or
indirectly, by all or substantially all of the Persons who were
the beneficial owners of the Company's outstanding Common Stock
and outstanding securities entitled to vote generally in the
election of directors (respectively) immediately prior to the
applicable transaction; (b) no Person other than an Excluded
Holder beneficially owns, directly or indirectly, 20% or more of
the outstanding common stock of the company or the combined
voting power of the outstanding securities of the company
entitled to vote generally in the election of directors (for
these purposes the term Excluded Holder shall include the
company, any subsidiary of the company and any employee benefit
plan of the company or any such subsidiary or any trust holding
common stock or other securities of the company pursuant to the
terms of any such employee benefit plan); and (c) at least a
majority of the board of directors is comprised of Continuing
Directors.

2.15 "Person" has the same meaning as set forth in Sections 13(d) and
14(d)(2) of the Act.

2.16 "Restricted Period" means the period of time during which
Restricted Stock awarded under the Plan is subject to

restrictions. The Restricted Period may differ among
Participants and may have different expiration dates with respect
to shares of Common Stock covered by the same Incentive Award.

2.17 "Restricted Stock" means Common Stock awarded to a Participant
pursuant to Section 6 of the Plan.

2.18 "Retirement" means the voluntary termination of all employment by
a Participant after the Participant has attained 60 years of age,
or such other age as shall be determined by the Committee in its
sole discretion or as otherwise may be set forth in the Incentive
Award agreement or other grant document with respect to a
Participant and a particular Incentive Award.

2.19 "Stock Award" means an award of Common Stock awarded to a
Participant pursuant to Section 7 of the Plan.

2.20 "Stock Option" means the right to purchase Common Stock at a
stated price for a specified period of time. For purposes of the
Plan, a Stock Option may be either an incentive stock option
within the meaning of Section 422(b) of the Code or a
nonqualified stock option.

2.21 "Subsidiary" means any company or other entity of which 50% or
more of the outstanding voting stock or voting ownership interest
is directly or indirectly owned or controlled by the Company or
by one or more Subsidiaries of the Company.

2.22 "Tax Benefit Right" means any right granted to a Participant
pursuant to Section 8 of the Plan.

SECTION 3

ADMINISTRATION

3.1 POWER AND AUTHORITY. The Committee shall administer the Plan.
The Committee may delegate record keeping, calculation, payment and other
ministerial administrative functions to individuals designated by the
Committee, who may be employees of the Company and its Subsidiaries.
Except as limited in this Plan or as may be necessary to assure that this
Plan provides performance-based compensation under Section 162(m) of the
Code, the Committee shall have all of the express and implied powers and
duties set forth in this Plan, shall have full power and authority to
interpret the provisions of the Plan and Incentive Awards granted under the
Plan and shall have full power and authority to supervise the
administration of the Plan and Incentive Awards granted under the Plan and
to make all other determinations considered necessary or advisable for the

administration of the Plan. All determinations, interpretations and
selections made by the Committee regarding the Plan shall be final and
conclusive. The Committee shall hold its meetings at such times and places
as it deems advisable. Action may be taken by a written instrument signed
by a majority of the members of the Committee and any action so taken shall
be fully as effective as if it had been taken at a meeting duly called and
held. The Committee shall make such rules and regulations for the conduct
of its business as it deems advisable.

3.2 GRANTS OR AWARDS TO PARTICIPANTS. In accordance with and subject
to the provisions of the Plan, the Committee shall have the authority to
determine all provisions of Incentive Awards as the Committee may deem
necessary or desirable and as are consistent with the terms of the Plan,
including, without limitation, the following: (a) the persons who shall be
selected as Participants; (b) the nature and, subject to the limitation set
forth in Section 4.2 of the Plan, extent of the Incentive Awards to be made
to each Participant (including the number of shares of Common Stock to be
subject to each Incentive Award, any exercise price, the manner in which an
Incentive Award will vest or become exercisable and the form of payment for
the Incentive Award); (c) the time or times when Incentive Awards will be
granted; (d) the duration of each Incentive Award; and (e) the restrictions
and other conditions to which payment or vesting of Incentive Awards may be
subject.

3.3 AMENDMENTS OR MODIFICATIONS OF AWARDS. The Committee shall have
the authority to amend or modify the terms of any outstanding Incentive
Award in any manner, provided that the amended or modified terms are not
prohibited by the Plan as then in effect, including, without limitation,
the authority to: (a) modify the number of shares or other terms and
conditions of an Incentive Award; (b) extend the term of an Incentive
Award; (c) accelerate the exercisability or vesting or otherwise terminate
any restrictions relating to an Incentive Award; (d) accept the surrender
of any outstanding Incentive Award; and (e) to the extent not previously
exercised or vested, authorize the grant of new Incentive Awards in
substitution for surrendered Incentive Awards.

3.4 INDEMNIFICATION OF COMMITTEE MEMBERS. Neither any member or
former member of the Committee nor any individual to whom authority is or
has been delegated shall be personally responsible or liable for any act or
omission in connection with the performance of powers or duties or the
exercise of discretion or judgment in the administration and implementation
of the Plan. Each person who is or shall have been a member of the
Committee shall be indemnified and held harmless by the Company from and
against any cost, liability or expense imposed or incurred in connection
with such person's or the Committee's taking or failing to take any action
under the Plan. Each such person shall be justified in relying on
information furnished in connection with the Plan's administration by any
appropriate person or persons.

SECTION 4

SHARES SUBJECT TO THE PLAN

4.1 NUMBER OF SHARES. Subject to adjustment as provided in Section
4.3 of the Plan, a maximum of 1,000,000 shares of Common Stock shall be
available for Incentive Awards under the Plan. Such shares shall be
authorized and may be either unissued or treasury shares.

4.2 LIMITATION UPON INCENTIVE AWARDS. No Participant shall be
granted, during any calendar year, Incentive Awards with respect to more
than 25% of the total number of shares of Common Stock available for
Incentive Awards under the Plan set forth in Section 4.1 of the Plan,
subject to adjustment as provided in Section 4.3 of the Plan. The purpose
of this Section 4.2 is to ensure that the Plan provides performance-based
compensation under Section 162(m) of the Code and this Section 4.2 shall be
interpreted, administered and amended if necessary to achieve that purpose.

4.3 ADJUSTMENTS. If the number of shares of Common Stock outstanding
changes by reason of a stock dividend, stock split, recapitalization,
merger, consolidation, combination, exchange of shares or any other change
in the corporate structure or shares of the Company, the number and kind of
securities subject to and reserved under the Plan, together with applicable
exercise prices, shall be appropriately adjusted. No fractional shares
shall be issued pursuant to the Plan and any fractional shares resulting
from adjustments shall be eliminated from the respective Incentive Awards.
If an Incentive Award is canceled, surrendered, modified, exchanged for a
substitute Incentive Award or expires or terminates during the term of the
Plan but prior to the exercise or vesting of the Incentive Award in full,
the shares subject to but not delivered under such Incentive Award shall be
available for other Incentive Awards. If shares subject to and otherwise
deliverable upon the exercise of an Incentive Award are surrendered to the
Company in connection with the exercise or vesting of an Incentive Award,
the surrendered shares subject to the Incentive Award shall be available
for other Incentive Awards.

SECTION 5

STOCK OPTIONS

5.1 GRANT. A Participant may be granted one or more Stock Options
under the Plan. The Committee, in its discretion, may provide in the
initial grant of a Stock Option for the subsequent automatic grant of
additional Stock Options for the number of shares, if any, that are subject
to the initial Stock Option and surrendered to the Company in connection
with the exercise of the initial or any subsequently granted Stock Option.
Stock Options shall be subject to such terms and conditions, consistent

with the other provisions of the Plan, as may be determined by the
Committee in its sole discretion. In addition, the Committee may vary,
among Participants and among Stock Options granted to the same Participant,
any and all of the terms and conditions of the Stock Options granted under
the Plan. The Committee shall have complete discretion in determining the
number of Stock Options granted to each Participant. The Committee may
designate whether or not a Stock Option is to be considered an incentive
stock option as defined in Section 422(b) of the Code.

5.2 STOCK OPTION AGREEMENTS. Stock Options shall be evidenced by
stock option agreements containing such terms and conditions, consistent
with the provisions of the Plan, as the Committee shall from time to time
determine. To the extent not covered by the stock option agreement, the
terms and conditions of this Section 5 shall govern.

5.3 STOCK OPTION PRICE. The per share Stock Option price shall be
determined by the Committee, but shall be a price that is equal to or
higher than the par value of the Company's Common Stock; provided, that the
per share Stock Option price for any shares designated as incentive stock
options shall be equal to or greater than 100% of the Market Value on the
date of grant.

5.4 MEDIUM AND TIME OF PAYMENT. The exercise price for each share
purchased pursuant to a Stock Option granted under the Plan shall be
payable in cash or, if the Committee consents, in shares of Common Stock
(including Common Stock to be received upon a simultaneous exercise) or
other consideration substantially equivalent to cash. The time and terms
of payment may be amended with the consent of a Participant before or after
exercise of a Stock Option. The Committee may from time to time authorize
payment of all or a portion of the Stock Option price in the form of a
promissory note or other deferred payment installments according to such
terms as the Committee may approve. The Board may restrict or suspend the
power of the Committee to permit such loans and may require that adequate
security be provided.

5.5 STOCK OPTIONS GRANTED TO TEN PERCENT STOCKHOLDERS. No Stock
Option granted to any Participant who at the time of such grant owns,
together with stock attributed to such Participant under Section 424(d) of
the Code, more than 10% of the total combined voting power of all classes
of stock of the Company or any of its Subsidiaries may be designated as an
incentive stock option, unless such Stock Option provides an exercise price
equal to at least 110% of the Market Value of the Common Stock and the
exercise of the Stock Option after the expiration of 5 years from the date
of grant of the Stock Option is prohibited by its terms.

5.6 LIMITS ON EXERCISABILITY. Stock Options shall be exercisable for
such periods, not to exceed 10 years from the date of grant, as may be
fixed by the Committee. At the time of the exercise of a Stock Option, the

holder of the Stock Option, if requested by the Committee, must represent
to the Company that the shares are being acquired for investment and not
with a view to the distribution thereof. The Committee may in its
discretion require a Participant to continue the Participant's service with
the Company and its Subsidiaries for a certain length of time prior to a
Stock Option becoming exercisable and may eliminate such delayed vesting
provisions.

5.7 RESTRICTIONS ON TRANSFERABILITY.

(a) GENERAL. Unless the Committee otherwise consents
(before or after the option grant) or unless the stock option
agreement or grant provides otherwise; (i) no incentive stock
option granted under the Plan may be sold, exchanged,
transferred, pledged, assigned or otherwise alienated or
hypothecated except by will or the laws of descent and
distribution; and (ii) all Stock Options that are not incentive
stock options may be transferred; PROVIDED, that as a condition
to any such transfer the transferee must execute a written
agreement permitting the Company to withhold from the shares
subject to the Stock Option a number of shares having a Market
Value at least equal to the amount of any federal, state or local
withholding or other taxes associated with or resulting from the
exercise of a Stock Option. All provisions of a Stock Option
which are determined with reference to the Participant, including
without limitation those which refer to the Participant's
employment with the Company or its Subsidiaries, shall continue
to be determined with reference to the Participant after any
transfer of a Stock Option.

(b) OTHER RESTRICTIONS. The Committee may impose other
restrictions on any shares of Common Stock acquired pursuant to
the exercise of a Stock Option under the Plan as the Committee
deems advisable, including, without limitation, restrictions
under applicable federal or state securities laws.

5.8 TERMINATION OF EMPLOYMENT OR OFFICER STATUS.

(a) GENERAL. If a Participant ceases to be employed by or
an officer of the Company or one of its Subsidiaries for any
reason other than the Participant's death, disability, Retirement
or termination for cause, the Participant may exercise his or her
Stock Options only for a period of 3 months after such
termination of employment or officer status, but only to the
extent the Participant was entitled to exercise the Stock Options
on the date of termination, unless the Committee otherwise
consents or the terms of the stock option agreement or grant
provide otherwise. For purposes of the Plan, the following shall

not be deemed a termination of employment or officer status: (i)
a transfer of an employee from the Company to any Subsidiary;
(ii) a leave of absence, duly authorized in writing by the
Company, for military service or for any other purpose approved
by the Company if the period of such leave does not exceed 90
days; (iii) a leave of absence in excess of 90 days, duly
authorized in writing by the Company, provided that the
employee's right to reemployment is guaranteed either by statute
or contract; or (iv) a termination of employment with continued
service as an officer.

(b) DEATH. If a Participant dies either while an employee
or officer of the Company or one of its Subsidiaries or after the
termination of employment other than for cause but during the
time when the Participant could have exercised a Stock Option
under the Plan, the Stock Option issued to such Participant shall
be exercisable by the personal representative of such Participant
or other successor to the interest of the Participant for 1 year
after the Participant's death, but only to the extent that the
Participant was entitled to exercise the Stock Option on the date
of death or termination of employment, whichever first occurred,
unless the Committee otherwise consents or the terms of the stock
option agreement or grant provide otherwise.

(c) DISABILITY. If a Participant ceases to be an employee
or officer of the Company or one of its Subsidiaries due to the
Participant's disability, the Participant may exercise a Stock
Option for a period of 1 year following such termination of
employment, but only to the extent that the Participant was
entitled to exercise the Stock Option on the date of such event,
unless the Committee otherwise consents or the terms of the stock
option agreement or grant provide otherwise.

(d) PARTICIPANT RETIREMENT. If a Participant Retires as an
employee or officer of the Company or one of its Subsidiaries,
any Stock Option granted under the Plan may be exercised during
the remaining term of the Stock Option, unless the terms of the
stock option agreement or grant provide otherwise.

(e) TERMINATION FOR CAUSE. If a Participant is terminated
for cause, the Participant shall have no further right to
exercise any Stock Option previously granted, unless the
Committee and the Board determine otherwise.

SECTION 6

RESTRICTED STOCK

6.1 GRANT. A Participant may be granted Restricted Stock under the
Plan. Restricted Stock shall be subject to such terms and conditions,
consistent with the other provisions of the Plan, as shall be determined by
the Committee in its sole discretion. The Committee may impose such
restrictions or conditions, consistent with the provisions of the Plan, to
the vesting of Restricted Stock as it deems appropriate. The Committee may
also require that certificates representing shares of Restricted Stock be
retained and held in escrow by a designated employee or agent of the
Company or any Subsidiary until any restrictions applicable to shares of
Common Stock so retained have been satisfied or lapsed.

6.2 RESTRICTED STOCK AGREEMENTS. Awards of Restricted Stock shall be
evidenced by restricted stock agreements containing such terms and
conditions, consistent with the provisions of the Plan, as the Committee
shall from time to time determine. Unless a restricted stock agreement
provides otherwise, Restricted Stock awards shall be subject to the terms
and conditions set forth in this Section 6.

6.3 TERMINATION OF EMPLOYMENT OR OFFICER STATUS.

(a) GENERAL. In the event of termination of employment or
officer status during the Restricted Period for any reason other
than death, disability, Retirement or termination for cause, then
any shares of Restricted Stock still subject to restrictions at
the date of such termination shall automatically be forfeited and
returned to the Company; PROVIDED, that in the event of a
voluntary or involuntary termination of the employment or officer
status of a Participant by the Company, the Committee may, in its
sole discretion, waive the automatic forfeiture of any or all
such shares of Restricted Stock and/or may add such new
restrictions to such shares of Restricted Stock as it deems
appropriate. For purposes of the Plan, the following shall not
be considered a termination of employment or officer status: (i)
a transfer of an employee from the Company to any Subsidiary;
(ii) a leave of absence, duly authorized in writing by the
Company, for military service or for any other purpose approved
by the Company if the period of such leave does not exceed 90
days; (iii) a leave of absence in excess of 90 days duly
authorized in writing by the Company, provided that the
employee's right to reemployment is guaranteed either by statute
or contract; and (iv) a termination of employment with continued
service as an officer.

(b) DEATH, RETIREMENT OR DISABILITY. Unless the Committee
otherwise consents or unless the terms of the restricted stock
agreement or grant provide otherwise, in the event a Participant
terminates his or her employment with the Company because of
death, disability or Retirement during the Restricted Period, the
restrictions applicable to the shares of Restricted Stock shall
terminate automatically with respect to that number of shares
(rounded to the nearest whole number) equal to the total number
of shares of Restricted Stock granted to such Participant
multiplied by the number of full months that have elapsed since
the date of grant divided by the total number of full months in
the Restricted Period. All remaining shares shall be forfeited
and returned to the Company; PROVIDED, that the Committee may, in
its sole discretion, waive the restrictions remaining on any or
all such remaining shares of Restricted Stock either before or
after the death, disability or Retirement of the Participant.

(c) TERMINATION FOR CAUSE. If a Participant's employment
is terminated for cause, the Participant shall have no further
right to exercise or receive any Restricted Stock and all
Restricted Stock still subject to restrictions at the date of
such termination shall automatically be forfeited and returned to
the Company, unless the Committee and the Board determine
otherwise.

6.4 RESTRICTIONS ON TRANSFERABILITY.

(a) GENERAL. Unless the Committee otherwise consents or
unless the terms of the Restricted Stock agreement or grant
provide otherwise: (i) shares of Restricted Stock shall not be
sold, exchanged, transferred, pledged, assigned or otherwise
alienated or hypothecated during the Restricted Period except by
will or the laws of descent and distribution; and (ii) all rights
with respect to Restricted Stock granted to a Participant under
the Plan shall be exercisable during the Participant's lifetime
only by such Participant, his or her guardian or legal
representative.

(b) OTHER RESTRICTIONS. The Committee may impose other
restrictions on any shares of Common Stock acquired pursuant to
an award of Restricted Stock under the Plan as the Committee
deems advisable, including, without limitation, restrictions
under applicable federal or state securities laws.

6.5 LEGENDING OF RESTRICTED STOCK. Any certificates evidencing
shares of Restricted Stock awarded pursuant to the Plan shall bear the
following legend:

The shares represented by this certificate were issued
subject to certain restrictions under the Wolverine World Wide,
Inc. 1997 Stock Incentive Plan (the "Plan"). A copy of the Plan
is on file in the office of the Secretary of the Company. This
certificate is held subject to the terms and conditions contained
in a restricted stock agreement that includes a prohibition
against the sale or transfer of the stock represented by this
certificate except in compliance with that agreement and that
provides for forfeiture upon certain events.

6.6 REPRESENTATIONS AND WARRANTIES. A Participant who is awarded
Restricted Stock shall represent and warrant that the Participant is
acquiring the Restricted Stock for the Participant's own account and
investment and without any intention to resell or redistribute the
Restricted Stock. The Participant shall agree not to resell or distribute
such Restricted Stock after the Restricted Period except upon such
conditions as the Company may reasonably specify to ensure compliance with
federal and state securities laws.

6.7 RIGHTS AS A STOCKHOLDER. A Participant shall have all voting,
dividend, liquidation and other rights with respect to Restricted Stock
held of record by such Participant as if the Participant held unrestricted
Common Stock; PROVIDED, that the unvested portion of any award of
Restricted Stock shall be subject to any restrictions on transferability or
risks of forfeiture imposed pursuant to Sections 6.1, 6.3 and 6.4 of the
Plan. Unless the Committee otherwise determines or unless the terms of the
restricted stock agreement or grant provide otherwise, any noncash
dividends or distributions paid with respect to shares of unvested
Restricted Stock shall be subject to the same restrictions as the shares to
which such dividends or distributions relate.

SECTION 7

STOCK AWARDS

7.1 GRANT. A Participant may be granted one or more Stock Awards
under the Plan in lieu of, or as payment for, the rights of a Participant
under any other compensation plan, policy or program of the Company or its
Subsidiaries. Stock Awards shall be subject to such terms and conditions,
consistent with the other provisions of the Plan, as may be determined by
the Committee in its sole discretion.

7.2 RIGHTS AS A STOCKHOLDER. A Participant shall have all voting,
dividend, liquidation and other rights with respect to shares of Common
Stock issued to the Participant as a Stock Award under this Section 7 upon
the Participant becoming the holder of record of the Common Stock granted
pursuant to such Stock Awards; PROVIDED, that the Committee may impose such

restrictions on the assignment or transfer of Common Stock awarded pursuant
to a Stock Award as it deems appropriate.

SECTION 8

TAX BENEFIT RIGHTS

8.1 GRANT. A Participant may be granted Tax Benefit Rights under the
Plan to encourage a Participant to exercise Stock Options and provide
certain tax benefits to the Company. A Tax Benefit Right entitles a
Participant to receive from the Company or a Subsidiary a cash payment not
to exceed the amount calculated by multiplying the ordinary income, if any,
realized by the Participant for federal tax purposes as a result of the
exercise of a nonqualified stock option, or the disqualifying disposition
of shares acquired under an incentive stock option, by the maximum federal
income tax rate (including any surtax or similar charge or assessment) for
companies, plus the applicable state and local tax imposed on the exercise
of the Stock Option or the disqualifying disposition.

8.2 RESTRICTIONS. A Tax Benefit Right may be granted only with
respect to a Stock Option issued and outstanding or to be issued under the
Plan or any other plan of the Company or its Subsidiaries that has been
approved by the stockholders as of the date of the Plan and may be granted
concurrently with or after the grant of the Stock Option. Such rights with
respect to outstanding Stock Options shall be issued only with the consent
of the Participant if the effect would be to disqualify an incentive stock
option, change the date of grant or the exercise price or otherwise impair
the Participant's existing Stock Options.

8.3 TERMS AND CONDITIONS. The Committee shall determine the terms
and conditions of any Tax Benefit Rights granted and the Participants to
whom such rights will be granted with respect to Stock Options under the
Plan or any other plan of the Company. The Committee may amend, cancel,
limit the term of or limit the amount payable under a Tax Benefit Right at
any time prior to the exercise of the related Stock Option, unless
otherwise provided under the terms of the Tax Benefit Right. The net
amount of a Tax Benefit Right, subject to withholding, may be used to pay a
portion of the Stock Option price, unless otherwise provided by the
Committee.

SECTION 9

CHANGE IN CONTROL

9.1 ACCELERATION OF VESTING. If a Change in Control of the Company
shall occur, then, unless the Committee or the Board otherwise determines

with respect to one or more Incentive Awards, without action by the
Committee or the Board: (a) all outstanding Stock Options shall become
immediately exercisable in full and shall remain exercisable during the
remaining term thereof, regardless of whether the Participants to whom such
Stock Options have been granted remain in the employ or service of the
Company or any Subsidiary; and (b) all other outstanding Incentive Awards
shall become immediately fully vested and exercisable and nonforfeitable.

9.2 CASH PAYMENT FOR STOCK OPTIONS. If a Change in Control of the
Company shall occur, then the Committee, in its sole discretion, and
without the consent of any Participant affected thereby, may determine that
some or all Participants holding outstanding Stock Options shall receive,
with respect to some or all of the shares of Common Stock subject to such
Stock Options, as of the effective date of any such Change in Control of
the Company, cash in an amount equal to the greater of the excess of (a)
the highest sales price of the shares on the New York Stock Exchange on the
date immediately prior to the effective date of such Change in Control of
the Company or (b) the highest price per share actually paid in connection
with any Change in Control of the Company over the exercise price per share
of such Stock Options.

SECTION 10

GENERAL PROVISIONS

10.1 NO RIGHTS TO AWARDS. No Participant or other person shall have
any claim to be granted any Incentive Award under the Plan and there is no
obligation of uniformity of treatment of Participants or holders or
beneficiaries of Incentive Awards under the Plan. The terms and conditions
of Incentive Awards of the same type and the determination of the Committee
to grant a waiver or modification of any Incentive Award and the terms and
conditions thereof need not be the same with respect to each Participant.

10.2 WITHHOLDING. The Company or a Subsidiary shall be entitled to:
(a) withhold and deduct from future wages of a Participant (or from other
amounts that may be due and owing to a Participant from the Company or a
Subsidiary), or make other arrangements for the collection of, all legally
required amounts necessary to satisfy any and all federal, state, local and
foreign withholding and employment-related tax requirements attributable to
an Incentive Award, including, without limitation, the grant, exercise or
vesting of, or payment of dividends with respect to, an Incentive Award or
a disqualifying disposition of Common Stock received upon exercise of an
incentive stock option; or (b) require a Participant promptly to remit the
amount of such withholding to the Company before taking any action with
respect to an Incentive Award. Unless the Committee determines otherwise,
withholding may be satisfied by withholding Common Stock to be received
upon exercise or by delivery to the Company of previously owned Common
Stock.

10.3 COMPLIANCE WITH LAWS; LISTING AND REGISTRATION OF SHARES. All
Incentive Awards granted under the Plan (and all issuances of Common Stock
or other securities under the Plan) shall be subject to all applicable
laws, rules and regulations, and to the requirement that if at any time the
Committee shall determine, in its discretion, that the listing,
registration or qualification of the shares covered thereby upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as
a condition of, or in connection with, the grant of such Incentive Award or
the issue or purchase of shares thereunder, such Incentive Award may not be
exercised in whole or in part, or the restrictions on such Incentive Award
shall not lapse, unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Committee.

10.4 NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained
in the Plan shall prevent the Company or any Subsidiary from adopting or
continuing in effect other or additional compensation arrangements,
including the grant of stock options and other stock-based awards, and such
arrangements may be either generally applicable or applicable only in
specific cases.

10.5 NO RIGHT TO EMPLOYMENT. The grant of an Incentive Award shall
not be construed as giving a Participant the right to be retained in the
employ of the Company or any Subsidiary. The Company or any Subsidiary may
at any time dismiss a Participant from employment, free from any liability
or any claim under the Plan, unless otherwise expressly provided in the
Plan or in any written agreement with a Participant.

10.6 GOVERNING LAW. The validity, construction and effect of the
Plan and any rules and regulations relating to the Plan shall be determined
in accordance with the laws of the State of Delaware and applicable federal
law.

10.7 SEVERABILITY. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining provisions of the Plan and the Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included.

SECTION 11

TERMINATION AND AMENDMENT

The Board may terminate the Plan at any time, or may from time to
time amend the Plan as it deems proper and in the best interests of the
Company, provided that no such amendment may impair any outstanding

Incentive Award without the consent of the Participant, except according to
the terms of the Plan or the Incentive Award. No termination, amendment or
modification of the Plan shall become effective with respect to any
Incentive Award previously granted under the Plan without the prior written
consent of the Participant holding such Incentive Award unless such
amendment or modification operates solely to the benefit of the
Participant.

SECTION 12

EFFECTIVE DATE AND DURATION OF THE PLAN

This Plan shall take effect April 16, 1997, subject to approval
by the stockholders at the 1997 Annual Meeting of Stockholders or any
adjournment thereof or at a Special Meeting of Stockholders. Unless
earlier terminated by the Board of Directors, no Incentive Award shall be
granted under the Plan after April 15, 2007.

APPENDIX B

WOLVERINE WORLD WIDE, INC.

EXECUTIVE SHORT-TERM INCENTIVE PLAN

SECTION 1

ESTABLISHMENT OF PLAN; PURPOSE OF PLAN

1.1 ESTABLISHMENT OF PLAN. The Company hereby establishes the
WOLVERINE WORLD WIDE, INC. EXECUTIVE SHORT-TERM INCENTIVE PLAN (the
"Plan"), for its executive officers and senior corporate and divisional
officers and other key employees. The Plan provides for the payment of
bonuses to participants based upon the financial performance of the
Company, or an operating division or profit center of the Company, in a
particular fiscal year.

1.2 PURPOSE OF PLAN. The purpose of the Plan is to motivate
Participants to improve the Company's profitability and growth by the
attainment of carefully planned earnings, sales and other contributory
goals, promote initiative and cooperation with awards based on corporate
and divisional earnings and encourage outstanding individuals to enter and
continue in the employ of the Company. Within that context, the Plan is
intended to provide performance-based compensation under Section 162(m) of
the Code and shall be interpreted and administered to achieve that purpose.

1.3 EFFECTIVE DATE. The Plan is initially effective as of December
29, 1996. Adoption of the Plan by the Board and payment of Incentive
Bonuses for Fiscal Year 1997 shall be contingent upon approval by the
stockholders of the Company. In the absence of such approval, this Plan
shall be void.

SECTION 2

DEFINITIONS

The following terms have the stated definitions unless a
different meaning is plainly required by the context:

2.1 "Act" means the Securities Exchange Act of 1934, as amended.

2.2 "Beneficiary" means the individual, trust or other entity
designated by the Participant to receive any amount payable with
respect to the Participant under the Plan after the Participant's
death. A Participant may designate or change a Beneficiary by

filing a signed designation with the Committee in a form approved
by the Committee. A Participant's will is not effective for this
purpose. If a designation has not been completed properly and
filed with the Committee or is ineffective for any other reason,
the Beneficiary shall be the Participant's Surviving Spouse. If
there is no effective designation and the Participant does not
have a Surviving Spouse, the remaining benefits, if any, shall be
paid to the Participant's estate.

2.3 "Board" means the Board of Directors of the Company.

2.4 "Code" means the Internal Revenue Code of 1986, as amended.

2.5 "Committee" means the Compensation Committee of the Board or such
other committee as the Board shall designate to administer the
Plan. The Committee shall consist of at least two members and
all of its members shall be "non-employee directors" as defined
in Rule 16b-3 issued under the Act and "outside directors" as
defined in the regulations under Section 162(m) of the Code.

2.6 "Company" means Wolverine World Wide, Inc., a Delaware
corporation, and its successors and assigns.

2.7 "Fiscal Year" means the fiscal year of the Company for financial
reporting purposes as the Company may adopt from time to time.

2.8 "Incentive Bonus" means an annual bonus awarded and paid to a
Participant for services to the Company during a Fiscal Year that
is based upon achievement of preestablished performance
objectives by the Company, division or profit center.

2.9 "Participant" means an executive officer or senior corporate or
divisional officer or other key employee of the Company or its
Subsidiaries who is designated as a Participant for a Fiscal
Year.

2.10 "Performance" means the level of achievement by the Company of
the financial performance criteria based on the profits and sales
of the Company and/or its operating divisions or profit centers
established by the Committee pursuant to Section 5.2.

2.11 "Subsidiary" means any company or other entity of which 50% or
more of the outstanding voting stock or voting ownership interest
is directly or indirectly owned or controlled by the Company or
by one or more Subsidiaries of the Company.

2.12 "Surviving Spouse" means the spouse of the Participant at the
time of the Participant's death who survives the Participant. If

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the Participant and spouse die under circumstances which prevent
ascertainment of the order of their deaths, it shall be presumed
for the Plan that the Participant survived the spouse.

2.13 "Target Bonus" means the bonus goal established by the Committee
for each Participant under Section 5.1(a).

SECTION 3

ADMINISTRATION

3.1 POWER AND AUTHORITY. The Plan shall be administered by the
Committee. The Committee may delegate recordkeeping, calculation, payment
and other ministerial or administrative functions to individuals designated
by the Committee, who may be employees of the Company. Except as limited
in the Plan, the Committee shall have all of the express and implied powers
and duties set forth in the Plan and shall have full authority and
discretion to interpret the Plan and to make all other determinations
deemed necessary or advisable for the administration of the Plan. Action
may be taken by a written instrument signed by a majority of the members of
the Committee and any action so taken shall be as effective as if it had
been taken at a meeting. The Committee may make such other rules for the
conduct of its business and may adopt such other rules, policies and forms
for the administration, interpretation and implementation of the Plan as it
deems advisable. All determinations, interpretations and selections made
by the Committee regarding the Plan shall be final and conclusive.

3.2 INDEMNIFICATION OF COMMITTEE MEMBERS. Neither any member or
former member of the Committee nor any individual to whom authority is or
has been delegated shall be personally responsible or liable for any act or
omission in connection with the performance of powers or duties or the
exercise of discretion or judgment in the administration and implementation
of the Plan. Each individual who is or has been a member of the Committee,
or delegated authority by the Committee, shall be indemnified and held
harmless by the Company from and against any cost, liability or expense
imposed or incurred in connection with any act or failure to act under the
Plan. Each such individual shall be justified in relying on information
furnished in connection with the Plan's administration by any appropriate
person or persons.

SECTION 4

PARTICIPATION

4.1 PARTICIPATION. For each Fiscal Year, the Committee shall select
the executive officers and senior corporate and divisional officers and

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other key employees who shall be the Participants for the Fiscal Year. The
Committee may limit the number of executive officers and senior corporate
and divisional officers and other key employees who will be Participants
for a Fiscal Year. Officers and key employees designated as Participants
after the first 90 days of any Fiscal Year shall not be eligible for any
Incentive Bonus paid with respect to such Fiscal Year.

4.2 CONTINUING PARTICIPATION. Selection as a Participant for a Fiscal
Year by the Committee is limited to that Fiscal Year. An eligible
executive officer or senior corporate or divisional officer or key employee
will be a Participant for a Fiscal Year only if designated as a Participant
by the Committee for such Fiscal Year.

SECTION 5

PERFORMANCE GOALS AND CRITERIA

5.1 SELECTION OF CRITERIA. The Committee shall preestablish
performance goals for each Participant in the manner and within the time
limits specified in this Section 5. For each Participant for each Fiscal
Year, the Committee shall specify:

(a) TARGET BONUS. A Target Bonus, expressed as a
percentage of the Participant's base salary or a specified dollar
amount;

(b) INCENTIVE BONUS. The Incentive Bonus levels, expressed
as a percentage of the Target Bonus, that shall be paid to the
Participant at specified levels of performance by the Company or
division based on the criteria established by the Committee
pursuant to Section 5.2;

(d) CONDITIONS ON INCENTIVE BONUS. Any specific conditions
under which an Incentive Bonus specified under subsection (b)
above may be reduced or forfeited (but not increased).

The Incentive Bonus levels specified under subsection (b) above may be
expressed either as (i) a matrix of percentages of the Target Bonus that
will be paid at specified levels of the Performance, or (ii) a mathematical
formula that determines the percentage of the Target Bonus that will be
paid at varying levels of Performance.

5.2 MEASUREMENT OF PERFORMANCE. Performance shall be determined by
reference to profits and sales of the Company and/or its operating

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divisions or profit centers. Performance of the Company may be measured
by:

(a) COMPANY PROFITS. Achievement by the Company of
specified, absolute levels of Company-wide profit before taxes,
bonuses, and 401(k) plan contributions, provided that such levels
are greater than zero and substantially uncertain when specified;

(b) COMPANY SALES. Achievement by the Company of
specified, absolute levels of Company-wide sales, provided that
such levels are greater than zero and substantially uncertain
when specified;

(c) DIVISION OR PROFIT CENTER PROFITS. Achievement by an
operating division or profit center of the Company of specified,
absolute levels of profit before taxes, provided that such levels
are greater than zero and substantially uncertain when specified;

(d) DIVISION OR PROFIT CENTER SALES. Achievement by an
operating division or profit center of the Company of specified,
absolute levels of sales, provided that such levels are greater
than zero and substantially uncertain when specified; or

(e) COMBINATION. Any combination of (a), (b), (c) and (d)
above, applied directly or in the alternative.

5.3 INCENTIVE BONUS CONDITIONED ON PERFORMANCE. Payment of an
Incentive Bonus to a Participant for a Fiscal Year under this Plan shall be
entirely contingent upon achievement of the Performance levels established
by the Committee pursuant to this Section 5, the satisfaction of which is
substantially uncertain when established by the Committee for the Fiscal
Year.

5.4 TIME OF DETERMINATION BY COMMITTEE. All determinations to be
made by the Committee for a Fiscal Year pursuant to this Section 5 shall be
made by the Committee during the first 90 days of such Fiscal Year.

5.5 OBJECTIVE STANDARDS. An Incentive Bonus shall be based solely
upon objective criteria, consistent with this Section 5, from which an
independent third party with knowledge of the facts could determine whether
the performance goal or range of goals is met and from that determination
could calculate the Incentive Bonus to be paid. Although the Committee has
authority to exercise reasonable discretion to interpret this Plan and the
criteria it shall specify pursuant to this Section 5 of the Plan, it may
not amend or waive such criteria after the 90th day of a Fiscal Year. The
Committee shall have no authority or discretion to increase any Incentive
Bonus, or to construct, modify or apply the measurement of Performance in a
manner that will directly or indirectly increase the Incentive Bonus, for

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any Participant for any Fiscal Year above the amount determined by the
applicable objective standards established within the first 90 days of the
Fiscal Year.

SECTION 6

DETERMINATION AND PAYMENT OF INCENTIVE BONUSES

6.1 COMMITTEE CERTIFICATION. The Incentive Bonus for each eligible
Participant for a Fiscal Year shall be determined on the basis of the
Target Bonus and Performance criteria established by the Committee pursuant
to Section 5 for the Fiscal Year. The Committee shall determine, and shall
certify in writing prior to payment of the Incentive Bonus, that the
Company Performance for the Fiscal Year satisfied the Performance criteria
established by the Committee for the Fiscal Year. Approved minutes of the
Committee shall constitute sufficient written certification for this
purpose.

6.2 ELIGIBILITY FOR PAYMENT. The Incentive Bonus otherwise payable
to a Participant for a Fiscal Year shall be adjusted as follows:

(a) RETIREMENT, DEATH, OR TOTAL DISABILITY. If a
Participant ceases to be a Participant before the end of any
Fiscal Year and more than 6 months after the beginning of such
Fiscal Year because of death, normal or early retirement under
the Company's retirement plan, as then in effect, or total
disability under the Company's long-term disability plan, an
award shall be paid to the Participant or the Participant's
Beneficiary after the end of such Fiscal Year prorated as
follows: the award, if any, for such Fiscal Year shall be equal
to 100 percent of the Incentive Bonus that the Participant would
have received if the Participant had been a Participant during
the entire Fiscal Year, multiplied by the ratio of the
Participant's full months as a Participant during that Fiscal
Year to the twelve months in that Fiscal Year. Notwithstanding
the foregoing, the Committee shall have discretion to reduce or
eliminate any Incentive Bonus otherwise payable pursuant to this
Section 6.2(a).

(b) OTHER TERMINATION. If an employee ceases to be a
Participant during any Fiscal Year, or prior to actual receipt of
the award for a previous Fiscal Year because of the Participant's
termination of employment for any reason other than described in
Section 6.2(a), the Participant will not be entitled to any award
for such Fiscal Year.

6.3 MAXIMUM INCENTIVE BONUS. The Incentive Bonus for any Participant
for a Fiscal Year shall not, in any event, exceed $1,500,000.

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6.4 PAYMENT TO PARTICIPANT OR BENEFICIARY. The Incentive Bonus of
each Participant shall be paid to the Participant, or the Beneficiary of
any deceased Participant, by the Company as soon as feasible following
final determination and certification by the Committee of the amount
payable.

6.5 MANNER OF PAYMENT. Each Participant will receive his or her
Incentive Bonus in cash.

SECTION 7

GENERAL PROVISIONS

7.1 BENEFITS NOT GUARANTEED. Neither the establishment and
maintenance of the Plan nor participation in the Plan shall provide any
guarantee or other assurance that an Incentive Bonus will be payable under
the Plan.

7.2 NO RIGHT TO PARTICIPATE. Nothing in this Plan shall be deemed or
interpreted to provide a Participant or any non-participating employee any
contractual right to participate in or receive benefits under the Plan. No
designation of an employee as a Participant for all or any part of a Fiscal
Year shall create a right to an Incentive Bonus under the Plan for any
other Fiscal Year. There is no obligation of uniformity of treatment of
employees, eligible officers or Participants under the Plan.

7.3 NO EMPLOYMENT RIGHT. Participation in this Plan shall not be
construed as constituting a commitment, guarantee, agreement or
understanding of any kind that the Company or any Subsidiary will continue
to employ any individual, and this Plan shall not be construed or applied
as an employment contract or obligation. Nothing in this Plan shall
abridge or diminish the rights of the Company or any Subsidiary to
determine the terms and conditions of employment of any Participant,
officer or other employee or to terminate the employment of any
Participant, officer or other employee with or without reason at any time.

7.4 NO ASSIGNMENT OR TRANSFER. Neither a Participant nor any
Beneficiary or other representative of a Participant shall have any right
to assign, transfer, attach or hypothecate any amount or credit, potential
payment or right to future payments of any amount or credit or any other
benefit provided under this Plan. Payment of any amount due or to become
due under this Plan shall not be subject to the claims of creditors of the
Participant or to execution by attachment or garnishment or any other legal
or equitable proceeding or process.

7.5 NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained
in this Plan shall prevent the Company or any Subsidiary from adopting or

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continuing in effect other or additional compensation arrangements. A
Participant may have other targets under other plans of the Company.
However, no payment under any other plan or arrangement shall be contingent
upon failure to attain the criteria for payment of an Incentive Bonus under
this Plan.

7.6 WITHHOLDING AND PAYROLL TAXES. The Company shall deduct from any
payment made under this Plan all amounts required by federal, state and
local tax laws to be withheld and shall subject any payments made under the
Plan to all applicable payroll taxes and assessments.

7.7 INCOMPETENT PAYEE. If the Committee determines that an
individual entitled to a payment under this Plan is incompetent, it may
cause benefits to be paid to another individual for the use or benefit of
the Participant or Beneficiary at the time or times otherwise payable under
this Plan, in total discharge of the Plan's obligations to the Participant
or Beneficiary.

7.8 GOVERNING LAW. The validity, construction and effect of the Plan
shall be determined in accordance with the laws of the State of Delaware
and applicable federal law.

7.9 SEVERABILITY. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the remaining provisions of the
Plan shall not be affected and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

SECTION 8

TERMINATION AND AMENDMENT

The Board may terminate the Plan at any time, or may from time to
time amend the Plan as it deems proper and in the best interests of the
Company. No termination or amendment may impair the validity of, or the
obligation of the Company to pay, any Incentive Bonus awarded for any
Fiscal Year prior to the year in which the termination or amendment is
adopted or, if later, is effective. No amendment adopted after the first
90 days of a Fiscal Year may directly or indirectly increase any Incentive
Bonus for that Fiscal Year. Except as otherwise provided in this Plan and
the applicable objective criteria established pursuant to this Plan for
determining the amount of any Incentive Bonus for a Fiscal Year, no
Incentive Bonuses shall be payable for the Fiscal Year in which the Plan is
terminated, or, if later, in which the termination is effective.

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SECTION 9

DURATION OF THE PLAN

Subject to earlier termination by the Board, this Plan shall
terminate without action by the Board as of the date of the first meeting
of stockholders held in 2002, unless reapproved by the stockholders at such
meeting or earlier. If reapproval occurs, the Plan will terminate as of
the date of the first meeting of stockholders in the fifth year following
reapproval or any subsequent reapproval. If the Plan terminates under this
provision due to lack of reapproval by the stockholders, any Incentive
Bonuses paid for the Fiscal Year in which the Plan terminates shall be
determined by the Committee and paid in accordance with the terms of the
Plan.

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APPENDIX C

WOLVERINE WORLD WIDE, INC.

EXECUTIVE LONG-TERM INCENTIVE PLAN (THREE-YEAR PLAN)

SECTION 1

ESTABLISHMENT OF PLAN; PURPOSE OF PLAN

1.1 ESTABLISHMENT OF PLAN. The Company hereby establishes the
WOLVERINE WORLD WIDE, INC. EXECUTIVE LONG-TERM INCENTIVE PLAN (THREE-YEAR
PLAN) for its executive officers and key management employees. The Plan
provides for the payment of bonuses to participants based upon the
financial performance of the Company over a three-year period.

1.2 PURPOSE OF PLAN. The purpose of the Plan is to encourage longer
range strategic planning and not stress over-dependence on short-term
performance which could hinder long-term increases in stockholder value
and/or achievement of a strategic position and/or advantage in the
marketplace, to encourage cooperation among all the units of the Company to
foster a closer and more cooperative association and sense of team work, and
to encourage executive officers and key management individuals to enter and
continue in the employ of the Company. Within that context, the Plan is
intended to provide performance-based compensation under Section 162(m) of
the Code, and shall be interpreted and administered to achieve that
purpose.

1.3 EFFECTIVE DATE. The Plan is initially effective as of December
29, 1996. Adoption of the Plan by the Board and payment of Incentive
Bonuses pursuant to this Plan shall be contingent upon approval of the Plan
by the stockholders of the Company. In the absence of such approval, this
Plan shall be void.

SECTION 2

DEFINITIONS

The following terms have the stated definitions unless a
different meaning is plainly required by the context:

2.1 "Act" means the Securities Exchange Act of 1934, as amended.

2.2 "Beneficiary" means the individual, trust or other entity
designated by the Participant to receive any amount payable with

respect to the Participant under the Plan after the Participant's
death. A Participant may designate or change a Beneficiary by
filing a signed designation with the Committee in a form approved
by the Committee. A Participant's Will is not effective for this
purpose. If a designation has not been completed properly and
filed with the Committee or is ineffective for any other reason,
the Beneficiary shall be the Participant's Surviving Spouse. If
there is no effective designation and the Participant does not
have a Surviving Spouse, the remaining benefits, if any, shall be
paid to the Participant's estate.

2.3 "Board" means the Board of Directors of the Company.

2.4 "Code" means the Internal Revenue Code of 1986, as amended.

2.5 "Committee" means the Compensation Committee of the Board or such
other committee as the Board shall designate to administer the
Plan. The Committee shall consist of at least two members and
all of its members shall be "non-employee directors" as defined
in Rule 16b-3 issued under the Act and "outside directors" as
defined in the regulations under Section 162(m) of the Code.

2.6 "Company" means Wolverine World Wide, Inc., a Delaware
corporation, and its successors and assigns.

2.7 "Fiscal Year" means the fiscal year of the Company for financial
reporting purposes as the Company may adopt from time to time.

2.8 "Incentive Bonus" means an annual bonus awarded and paid to a
Participant for services to the Company during a three-year
period that is based upon achievement of preestablished financial
objectives by the Company.

2.9 "Market Value" shall equal the mean of the highest and lowest
sales prices of shares of common stock of the Company on the New
York Stock Exchange (or any successor exchange that is the
primary stock exchange for trading of common stock of the
Company) on the date of grant, or if the New York Stock Exchange
(or any such successor) is closed on that date, the last
preceding date on which the New York Stock Exchange (or any such
successor) was open for trading and on which shares of common
stock of the Company were traded.

2.10 "Participant" means an executive officer or key management
employee of the Company or its Subsidiaries who is designated as
a Participant for a three-year period.

2.11 "Performance" means the level of achievement by the Company of
the financial performance criteria based on the earnings per

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share of the Company established by the Committee pursuant to
Section 5.3.

2.12 "Subsidiary" means any corporation or other entity of which 50%
or more of the outstanding voting stock or voting ownership
interest is directly or indirectly owned or controlled by the
Company or by one or more Subsidiaries of the Company.

2.13 "Surviving Spouse" means the spouse of the Participant at the
time of the Participant's death who survives the Participant. If
the Participant and spouse die under circumstances which prevent
ascertainment of the order of their deaths, it shall be presumed
for the Plan that the Participant survived the spouse.

2.14 "Target Bonus" means the bonus goal established by the Committee
for each Participant under Section 5.2(a).

SECTION 3

ADMINISTRATION

3.1 POWER AND AUTHORITY. The Plan shall be administered by the
Committee. The Committee may delegate recordkeeping, calculation, payment
and other ministerial or administrative functions to individuals designated
by the Committee, who may be employees of the Company. Except as limited
in this Plan, the Committee shall have all of the express and implied
powers and duties set forth in the Plan and shall have full authority and
discretion to interpret the Plan and to make all other determinations
deemed necessary or advisable for the administration of the Plan. Action
may be taken by a written instrument signed by a majority of the members of
the Committee and any action so taken shall be as effective as if it had
been taken at a meeting. The Committee may make such other rules for the
conduct of its business, and may adopt such other rules, policies and forms
for the administration, interpretation and implementation of the Plan as it
deems advisable. All determinations, interpretations and selections made
by the Committee regarding the Plan shall be final and conclusive.

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furnished in connection with the Plan's administration by any appropriate
person or persons.

SECTION 4

PARTICIPATION

4.1 PARTICIPATION. For each three-year period, the Committee shall
select the executive officers and key management employees who shall be the
Participants for the three-year period. The Committee may limit the number
of executive officers and key management employees who will be Participants
for a three-year period.

4.2 CONTINUING PARTICIPATION. Selection as a Participant for a
three-year period by the Committee is limited to that three-year period.
An eligible executive officer or key management employee will be a
Participant for a three-year period only if designated as a Participant by
the Committee for such three-year period.

SECTION 5

PERFORMANCE GOALS AND CRITERIA

5.1 CONCEPT. The primary concept of the Plan is to establish
financial performance goals for each three-year time period for the
Company. The performance periods are overlapping, beginning every Fiscal
Year and ending three full Fiscal Years later. The Plan provides for the
payment of bonuses to participants based upon the financial performance of
the Company over the three-year period.

5.2 SELECTION OF CRITERIA. The Committee shall preestablish
performance goals for each Participant in the manner and within the time
limits specified in this Section 5. For each Participant for each three-
year period, the Committee shall specify:

(a) TARGET BONUS. A Target Bonus, expressed as a
specified dollar amount or as a percentage of the Participant's
base salary;

(b) INCENTIVE BONUS. The Incentive Bonus levels, expressed
as a percentage of the Target Bonus, that shall be paid to the
Participant at specified levels of Performance by the Company
based on the criteria established by the Committee pursuant to
Section 5.3;

-4-

(d) CONDITIONS ON INCENTIVE BONUS. Any specific conditions
under which an Incentive Bonus specified under (b) above may be
reduced or forfeited (but not increased).

The Incentive Bonus levels specified under (b) above may be expressed
either as (i) a matrix of percentages of the Target Bonus that will be paid
at specified levels of Performance, or (ii) a mathematical formula that
determines the percentage of the Target Bonus that will be paid at varying
levels of Performance.

5.3. MEASUREMENT OF PERFORMANCE. Performance shall be determined by
reference to the earnings per share of the Company. For purposes of the
Plan, the definition of "earnings per share" means the Company's net after-
tax earnings per share of Common Stock after all expenses and taxes, except
for payment of Incentive Bonuses pursuant to this Plan.

5.4 INCENTIVE BONUS CONDITIONED ON PERFORMANCE. Payment of an
Incentive Bonus to a Participant for a three-year period under this Plan
shall be entirely contingent upon the Performance criteria established by
the Committee pursuant to this Section 5, the satisfaction of which is
substantially uncertain when established by the Committee for the three-year
period.

5.5 TIME OF DETERMINATION BY COMMITTEE. All determinations to be
made by the Committee for a three-year period pursuant to this Section 5
shall be made by the Committee during the first 90 days of such three-year
period.

5.6 OBJECTIVE STANDARDS. An Incentive Bonus shall be based solely
upon objective criteria, consistent with this Section 5, from which an
independent third party with knowledge of the facts could determine whether
the performance goal or range of goals is met and from that determination
could calculate the Incentive Bonus to be paid. Although the Committee has
authority to exercise reasonable discretion to interpret this Plan and the
criteria it shall specify pursuant to this Section 5 of the Plan, it may
not amend or waive such criteria after the 90th day of a three-year period.
The Committee shall have no authority or discretion to increase any
Incentive Bonus, or to construct, modify or apply the measurement of
Performance in a manner that will directly or indirectly increase the
Incentive Bonus, for any Participant for any three-year period above the
amount determined by the applicable objective standards established within
the first 90 days of the three-year period.

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SECTION 6

DETERMINATION AND PAYMENT OF INCENTIVE BONUSES

6.1 COMMITTEE CERTIFICATION. The Incentive Bonus for each eligible
Participant for a three-year period shall be determined on the basis of the
Target Bonus and Performance criteria established by the Committee pursuant
to Section 5 for the three-year period. The Committee shall determine, and
shall certify in writing prior to payment of any Incentive Bonus, that the
Company Performance for the three-year period satisfied the Performance
criteria established by the Committee for the three-year period. Approved
minutes of the Committee shall constitute sufficient written certification
for this purpose.

6.2 PARTIAL YEAR PERFORMANCE ADJUSTMENTS. The Incentive Bonus
otherwise payable to a Participant for a three-year period shall be
adjusted as follows:

(a) RETIREMENT, DEATH, OR TOTAL DISABILITY. If a
Participant ceases to be a Participant before the end of any
three-year period and more than 12 months after the beginning of
such three-year period because of death, normal or early
retirement under the Company's retirement plan, as then in
effect, or total disability under the Company's long-term
disability plan, an award shall be paid to the Participant or the
Participant's Beneficiary after the end of such three-year period
prorated as follows: the award, if any, for such three-year
period shall be equal to 100 percent of the Incentive Bonus that
the Participant would have received if the Participant had been a
Participant during the entire performance period, multiplied by
the ratio of the Participant's full months as a Participant
during that performance period to the total number of months in
that performance period. The award, if any, shall only be made
in the form of a cash payout and no shares of restricted stock
shall be awarded. Notwithstanding the foregoing, the Committee
shall have discretion to reduce or eliminate any Incentive Bonus
otherwise payable pursuant to this Section.

(b) OTHER TERMINATION. If an employee ceases to be a
Participant during any three-year period(s), or prior to actual
receipt of the award for a previous period because of the
Participant's termination of employment for any reason other than
described in Section 6.2(a), the Participant will not be entitled
to any award for such three-year period. If a Participant
continues in Wolverine's employment but no longer is approved by
the Committee to participate in future three-year periods, the
Participant shall be eligible for a prorated award determined in
the same manner set forth in Section 6.2(a). Notwithstanding the

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foregoing, the Committee shall have discretion to reduce or
eliminate any Incentive Bonus otherwise payable pursuant to this
Section.

6.3 MAXIMUM INCENTIVE BONUS. The Incentive Bonus for any Participant
for a three-year period shall not, in any event, exceed $1,000,000,
exclusive of the 20% increase in the amount of the Incentive Bonus payable
in restricted stock which reflects what the Company believes to be the
diminution of value of the award created by the restrictions.

SECTION 7

MANNER OF PAYMENT

7.1 GENERAL. Each Participant will receive part of his or her
Incentive Bonus in cash and part in restricted stock according to the terms
below.

7.2 CASH PAYOUT. Each Participant will receive a cash payment equal
to 50% of his or her Incentive Bonus. The Company will make the cash
payment as soon as feasible following final determination and certification
by the Committee of the amount payable.

7.3 RESTRICTED STOCK. Each Participant will also receive a grant of
restricted stock on the same date the cash payment is made pursuant to
Section 7.2. The number of shares of restricted stock a Participant shall
receive will equal 70% of the Incentive Bonus divided by the Market Value
of the Company's common stock on the date of grant, rounded to the nearest
whole share. The restrictions imposed on the restricted stock shall lapse
in 3 equal annual installments commencing 1 year following the grant date.
Each award of restricted stock shall be evidenced by a restricted stock
agreement containing such terms and conditions, including vesting
schedules, consistent with the provisions of the Plan.

SECTION 8

GENERAL PROVISIONS

8.1 BENEFITS NOT GUARANTEED. Neither the establishment and
maintenance of the Plan nor participation in the Plan shall provide any

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guarantee or other assurance that an Incentive Bonus will be payable under
the Plan.

8.2 NO RIGHT TO PARTICIPATE. Nothing in this Plan shall be deemed or
interpreted to provide a Participant or any non-participating employee any
contractual right to participate in or receive benefits under the Plan. No
designation of an employee as a Participant for all or any part of a three-
year period shall create a right to an Incentive Bonus under the Plan for
any other three-year period. There is no obligation of uniformity of
treatment of employees, eligible officers or Participants under the Plan.

8.3 NO EMPLOYMENT RIGHT. Participation in this Plan shall not be
construed as constituting a commitment, guarantee, agreement or
understanding of any kind that the Company or any subsidiary will continue
to employ any individual, and this Plan shall not be construed or applied
as an employment contract or obligation. Nothing herein shall abridge or
diminish the rights of the Company or any subsidiary to determine the terms
and conditions of employment of any Participant, officer or other employee
or to terminate the employment of any Participant, officer or other
employee with or without reason at any time.

8.4 NO ASSIGNMENT OR TRANSFER. Neither a Participant nor any
Beneficiary or other representative of a Participant shall have any right
to assign, transfer, attach or hypothecate any amount or credit, potential
payment or right to future payments of any amount or credit or any other
benefit provided under this Plan. Payment of any amount due or to become
due under this Plan shall not be subject to the claims of creditors of the
Participant or to execution by attachment or garnishment or any other legal
or equitable proceeding or process.

8.5 NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained
in this Plan shall prevent the Company or any Subsidiary from adopting or
continuing in effect other or additional compensation arrangements. A
Participant may have other targets under other plans of the Company.
However, no payment under any other plan or arrangement shall be contingent
upon failure to attain the criteria for payment of an Incentive Bonus under
this Plan.

8.6 WITHHOLDING AND PAYROLL TAXES. The Company shall deduct from any
payment made under this Plan all amounts required by federal, state and
local tax laws to be withheld and shall subject any payments made under the
Plan to all applicable payroll taxes and assessments.

8.7 INCOMPETENT PAYEE. If the Committee determines that an
individual entitled to a payment under this Plan is incompetent, it may
cause benefits to be paid to another individual for the use or benefit of
the Participant or Beneficiary at the time or times otherwise payable under
this Plan, in total discharge of the Plan's obligations to the Participant
or Beneficiary.

-8-

8.8 GOVERNING LAW. The validity, construction and effect of the Plan
shall be determined in accordance with the laws of the State of Delaware
and applicable federal law.

8.9 SEVERABILITY. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the remaining provisions of the
Plan shall not be affected and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

SECTION 9

TERMINATION AND AMENDMENT

The Board may terminate the Plan at any time, or may from time to
time amend the Plan as it deems proper and in the best interests of the
Company. No termination or amendment may impair the validity of, or the
obligation of the Company to pay, any Incentive Bonus awarded for any
three-year period ending prior to the year in which the termination or
amendment is adopted or, if later, is effective. No amendment adopted
after the first 90 days of a three-year period may directly or indirectly
increase the amount of any Incentive Bonus, or alter the objective criteria
in a manner which will increase any Incentive Bonus, for that three-year
period. Except as otherwise provided in this Plan and the applicable
objective criteria established pursuant to this Plan for determining the
amount of any Incentive Bonus for a three-year period, no Incentive Bonuses
shall be payable for the three-year period in which the Plan is terminated,
or, if later, in which the termination is effective.

SECTION 10

DURATION OF THE PLAN

Subject to earlier termination by the Board, this Plan shall
terminate without action by the Board as of the date of the first meeting
of the shareholders in 2002 unless reapproved by the shareholders at that
meeting or any earlier meeting. If reapproval occurs, the Plan will
terminate as of the date of the first meeting of the shareholders in the
fifth year following reapproval and each subsequent reapproval unless
reapproved on or before the termination date. If the Plan terminates under
this provision due to lack of reapproval by the shareholders, Incentive
Bonuses shall not be paid for the three-year period in which the Plan
terminates.

-9-

[FRONT]
PROXY PROXY

WOLVERINE WORLD WIDE, INC.
9341 COURTLAND DRIVE, N.E.
ROCKFORD, MICHIGAN 49351

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder hereby appoints Geoffrey B. Bloom, Daniel
T. Carroll and Phillip D. Matthews, and each of them, each with full power
of substitution, proxies to represent the stockholder listed on the reverse
side of this Proxy and to vote all shares of Common Stock of Wolverine
World Wide, Inc. that the stockholder would be entitled to vote on all
matters which come before the Annual Meeting of Stockholders to be held at
the Holiday Inn Crowne Plaza, 5700 28th Street, S.E., Grand Rapids,
Michigan, on Wednesday, April 16, 1997, at 10 a.m. local time, and any
adjournment of that meeting.

IF THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES
NAMED ON THIS PROXY AS DIRECTORS AND FOR APPROVAL OF EACH PROPOSAL
IDENTIFIED ON THIS PROXY. THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED IN THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS THAT MAY COME
BEFORE THE MEETING.

PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

[BACK]

WOLVERINE WORLD WIDE, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]

1. ELECTION OF DIRECTORS- For All
Nominees: Alberto L. Grimoldi, Joseph A. For Withhold Except
Parini, Joan Parker, Elizabeth A. Sanders [ ] [ ] [ ]

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL NOMINEE, STRIKE THROUGH THAT
NOMINEE'S NAME IN THE LIST ABOVE.)

Your Board of Directors Recommends that You
Vote FOR ALL NOMINEES

2. Proposal to approve the Amendment to the For Against Abstain
Certificate of Incorporation to Increase the [ ] [ ] [ ]
Number of Authorized Shares of Common Stock