Edgar Filing: WEYCO GROUP INC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

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:

[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14a-12

Weyco Group, Inc.
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(Name of Registrant as Specified In Its Charter)

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

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SEC 1913 (02-02)

[WEYCO GROUP, INC. LOGO]

Glendale, Wisconsin

Notice of

ANNUAL MEETING OF SHAREHOLDERS
To be Held April 22, 2003

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of WEYCO GROUP,
INC., a Wisconsin corporation (hereinafter called the "Company"), will be held
at the general offices of the Company, 333 West Estabrook Boulevard, Glendale,
Wisconsin 53212, on Tuesday, April 22, 2003 at 10:00 A.M. (Central Daylight
Time), for the following purposes:

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

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

The Board of Directors has fixed March 3, 2003 as the record date for the
determination of the common shareholders entitled to notice of and to vote at
this annual meeting or any adjournment thereof.

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

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

Secretary

March 24, 2003

PROXY STATEMENT

INTRODUCTION

The enclosed proxy is solicited by the Board of Directors of Weyco Group, Inc.
for exercise at the annual meeting of shareholders to be held at the offices of
the Company, 333 West Estabrook Boulevard, Glendale, Wisconsin 53212, at 10:00
A. M. (Central Daylight Time) on Tuesday, April 22, 2003, or any adjournment
thereof.

Any shareholder delivering the form of proxy has the power to revoke it at any
time prior to the time of the annual meeting by filing with the Secretary of the
Company an instrument of revocation or a duly executed proxy bearing a later
date or by attendance at the meeting and electing to vote in person by giving
notice of such election to the Secretary of the Company. Proxies properly signed
and returned will be voted as specified thereon. The proxy statements and the
proxies are being mailed to shareholders on approximately March 24, 2003.

The Company has two classes of common stock entitled to vote at the
meeting -- Common Stock with one vote per share and Class B Common Stock with
ten votes per share. As of March 3, 2003, the record date for determination of
the common shareholders entitled to notice of and to vote at the meeting or any
adjournment thereof, there were outstanding 2,913,714 shares of Common Stock and
877,900 shares of Class B Common Stock.

SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS

The following table sets forth information, as of March 3, 2003, with respect to
the beneficial ownership of the Company's common stock by each director and
nominee for director, for each of the named executive officers identified in
"Management Compensation" herein and by all directors and executive officers as
a group.

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

Thomas W. Florsheim................................. 427,613 14.42% 606,420 69.07%
333 W. Estabrook Blvd., Glendale, WI 53212
John W. Florsheim................................... 170,946 5.72% 10,266 1.17%
333 W. Estabrook Blvd., Glendale, WI 53212
Thomas W. Florsheim, Jr............................. 212,245 7.10% 10,542 1.20%
333 W. Estabrook Blvd., Glendale, WI 53212
James F. Gorman..................................... 42,000 1.43% -- --%
Peter S. Grossman................................... 40,700 1.38% 8,400 .96%
John F. Wittkowske.................................. 78,500 2.63% -- --%
Virgis W. Colbert................................... -- --% -- --%
Robert Feitler...................................... 30,000 1.03% 45,000 5.13%
Leonard J. Goldstein................................ 3,000 .10% -- --%
Frederick P. Stratton, Jr........................... 28,000 .96% 18,000 2.05%
All Directors and Executive Officers as a Group (11
persons including the above-named)................ 1,056,204 32.39% 698,628 79.58%

NOTES:

(1) Includes the following unissued shares deemed to be "beneficially owned"
under Rule 13d-3 which may be acquired upon the exercise of outstanding
stock options: Thomas W. Florsheim -- 50,868; John W. Florsheim -- 75,868;
Thomas W. Florsheim, Jr. -- 75,868; James F. Gorman -- 32,000; Peter S.
Grossman -- 38,000; John F. Wittkowske -- 72,500; All Directors and
Executive Officers as a Group -- 347,604.

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

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

Thomas W. Florsheim 12,948 12,948
John W. Florsheim 26,003 --
Thomas W. Florsheim, Jr. 48,494 --
Peter S. Grossman 2,700 8,400
All Directors and Executive Officers
as a Group 95,623 21,348

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

The following table sets forth information, as of December 31, 2002, with
respect to the beneficial ownership of the Company's Common Stock by those
persons, other than those reflected in the above table, believed by the Company
to own beneficially more than five percent (5%) of the Common Stock outstanding.
The Company believes there are no other persons who own beneficially more than
five percent (5%) of the Class B Common Stock outstanding.

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

Royce & Associates, LLC
1414 Avenue of the Americas
New York, New York 10019 433,714 14.9%

NOTE:

According to the Schedule 13G statement filed as a group by Royce &
Associates, LLC in February 2003, Royce & Associates, LLC has sole voting
and dispositive power with respect to 433,714 shares of Common Stock of the
Company.

ELECTION OF DIRECTORS

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

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

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

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

SERVED AS
NOMINEES DIRECTOR PRINCIPAL OCCUPATION AND
FOR TERM EXPIRING 2006 AGE SINCE BUSINESS EXPERIENCE
---------------------- --- --------- -------------------------------------------------------

Virgis W. Colbert 63 2000 Executive Vice President of Miller Brewing Company,
(1)(2)(3) 1997 to present; also a Director of Miller Brewing
Company, Delphi Systems, Inc., Manitowoc Co., Inc, and
Manor Care, Inc.
John W. Florsheim 39 1996 President, Chief Operating Officer and Assistant
Secretary of the Company, 2002 to present; Executive
Vice President, Chief Operating Officer and Assistant
Secretary of the Company, 1999 to 2002; Executive Vice
President of the Company, 1996 to 1999; Vice President
of the Company, 1994 to 1996.
Frederick P. Stratton, Jr. 63 1976 Chairman Emeritus of Briggs & Stratton Corporation
(1)(2)(3) (Manufacturer of Gasoline Engines), 2002 to present;
Chairman of the Board of Briggs & Stratton Corporation,
1986 to 2002; Chief Executive Officer of Briggs &
Stratton Corporation, 1986 to 2001; also a Director of
Banc One Corporation, Briggs & Stratton Corporation,
Midwest Express Holdings, Inc., and Wisconsin Energy
Corporation and its subsidiaries Wisconsin Electric
Power Company and Wisconsin Gas Company.
CONTINUING DIRECTORS
TERM EXPIRES 2005
----------------------------
Thomas W. Florsheim, Jr. 45 1996 Chairman and Chief Executive Officer of the Company,
2002 to present; President and Chief Executive Officer
of the Company, 1999 to 2002; President and Chief
Operating Officer of the Company, 1996 to 1999; Vice
President of the Company 1988 to 1996.
Robert Feitler 72 1964 Chairman, Executive Committee of the Company, 1996 to
(1)(2) present; Chairman, Corporate Governance & Compensation
Committee of the Company, 2002 to present; President
and Chief Operating Officer of the Company, 1968 to
1996; also a Director of ABN AMRO Asset Management,
Strattec Security Corp. and TC Manufacturing Co.

SERVED AS
CONTINUING DIRECTORS DIRECTOR PRINCIPAL OCCUPATION AND
TERM EXPIRES 2004 AGE SINCE BUSINESS EXPERIENCE
-------------------- --- --------- -------------------------------------------------------

Thomas W. Florsheim 72 1964 Chairman Emeritus of the Company, 2002 to present;
(1) Chairman of the Board, 1968 to 2002; Chief Executive
Officer of the Company, 1968 to 1999.
Leonard J. Goldstein 76 1992 Retired; Chairman of the Board of Miller Brewing
(1)(2)(3) Company, 1991 to 1993; President and Chief Executive
Officer of Miller Brewing Company, 1988 to 1991.

NOTES:

(1) Member of Executive Committee, of which Mr. Feitler is Chairman. No meetings
were held in 2002. The Executive Committee is empowered to exercise the
authority of the Board of Directors in the management of the business and
affairs of the Company between meetings of the Board, except for declaring
dividends, filling vacancies in the Board of Directors or committees
thereof, amending the Articles of Incorporation, adopting, amending or
repealing Bylaws and certain other matters.

(2) Member of Audit Committee, of which Mr. Stratton is Chairman. Three meetings
were held in 2002. The Audit Committee reviews accounting policies and
practices of the Company, including the adequacy of the system of internal
accounting controls. It also recommends to the Board a firm of independent
auditors to perform an audit of the annual financial statements of the
Company and reviews with the independent auditors the plan and result of
their audit of these financial statements.

(3) Member of Corporate Governance and Compensation Committee, of which Mr.
Feitler is Chairman. One meeting was held in 2002. The Corporate Governance
and Compensation Committee establishes compensation arrangements for senior
management and administers the granting of stock options to officers and
other key employees of the Company and its subsidiaries.

The Board of Directors held four meetings in 2002. All Directors attended at
least 75% of the meetings of the Board and Committees on which they served
during 2002. The Company does not have a standing Nominating Committee of the
Board of Directors.

AUDIT COMMITTEE

The Board of Directors has adopted and approved a formal written charter for the
Audit Committee. The Board of Directors has determined that the members of the
Audit Committee are "independent," as defined in the corporate governance
standards of the NASD relating to audit committees of companies with securities
listed on the NASDAQ National Market, meaning that they have no relationship to
the Company that may interfere with the exercise of their independence from
management and the Company.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors oversees and monitors the
participation of the Company's management and independent auditors throughout
the financial reporting process.

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

- reviewed and discussed the audited financial statements for the year ended
December 31, 2002 with the Company's management;

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

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

Based on the foregoing, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the Company's
annual report on Form 10-K for the year ended December 31, 2002.

The Audit Committee also reviewed the fees and scope of services provided to the
Company by Deloitte & Touche LLP for the year ended December 31, 2002, as
reflected in the following table, and considered whether the provision of the
non-audit services described in the table is compatible with maintaining the
independence of Deloitte & Touche LLP and has determined that the provision of
such services is compatible.

TYPE OF SERVICE AMOUNT
--------------- ------

Audit fees $108,500
Financial information systems design and implementation fees $ --
All other fees:
Audit-related fees(1) $ 32,325
Tax compliance consultation(2) $ 18,093
--------
Total all other fees $ 50,418

(1) Audit-related fees include benefit plan audits, acquisition due diligence,
and accounting consultation. Of this total, $11,470 was provided by the
Company's previous auditors.

(2) The Company's previous auditors provided $12,438 of these amounts.

AUDIT COMMITTEE

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

MANAGEMENT COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth total compensation of the Chief Executive Officer
and the four other most highly compensated executive officers of the Company as
of December 31, 2002, for the year 2002, as well as for the two previous years.

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

Thomas W. Florsheim, Jr. 2002 412,000 50,000 -- -- 12,500 -- --
Chairman and Chief 2001 400,000 -- -- -- 12,500 -- --
Executive Officer 2000 375,000 40,000 -- -- 10,000 -- --
John W. Florsheim 2002 320,000 50,000 -- -- 12.500 -- --
President, Chief 2001 310,000 -- -- -- 12,500 -- --
Operating Officer and 2000 285,000 30,000 -- -- 10,000 -- --
Assistant Secretary
James F. Gorman 2002 247,750 25,000 -- -- 6,000 -- --
Senior Vice President 2001 240,500 -- -- -- 6,000 -- --
2000 234,000 20,000 -- -- 5,000 -- --
Peter S. Grossman 2002 254,500 25,000 -- -- 6,000 -- --
Senior Vice President 2001 247,000 -- -- -- 6,000 -- --
2000 242,000 20,000 -- -- 5,000 -- --
John F. Wittkowske 2002 227,000 50,000 -- -- 12,500 -- --
Senior Vice President, 2001 220,000 -- -- -- 12,500 -- --
Chief Financial Officer, 2000 195,000 20,000 -- -- 10,000 -- --
and Secretary

NOTES:

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

(2) Options to acquire shares of Common Stock.

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

OPTION/SAR GRANTS IN LAST FISCAL YEAR

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

Thomas W. Florsheim, Jr. 2,517 3 39.72 7/22/07 16,024 46,402
9,983 10 36.11 7/22/12 226,708 574,522
John W. Florsheim 2,517 3 39.72 7/22/07 16,024 46,402
9,983 10 36.11 7/22/12 226,708 574,522
James F. Gorman 6,000 6 36.11 7/22/12 136,256 345,300
Peter S. Grossman 6,000 6 36.11 7/22/12 136,256 345,300
John F. Wittkowske 12,500 13 36.11 7/22/12 283,867 719,375

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

The following table provides information related to options exercised by the
named executive officers during 2002 and the number and value of options held at
December 31, 2002. The Company has not granted any stock appreciation rights.

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

Thomas W. Florsheim, Jr. 4,132 51,030 63,368 12,500 800,124 --
John W. Florsheim 4,132 51,030 63,368 12,500 800,124 --
James F. Gorman -- -- 26,000 6,000 284,385 --
Peter S. Grossman -- -- 32,000 6,000 409,945 --
John F. Wittkowske -- -- 60,000 12,500 731,225 --

NOTES:

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

(2) The fair market value of the Company's Common Stock at December 31, 2002 was
$34.51 (average of high ($35.04) and low ($33.98) trade). Value was
calculated on the basis of the difference between the option exercise price
and $34.51 multiplied by the number of shares of Common Stock underlying the
option.

EQUITY COMPENSATION PLAN INFORMATION

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

Equity compensation plans approved
by security holders 481,654 $25.14 133,100
Equity compensation plans not
approved by security holders -- N/A --
------- ------ -------
Total 481,654 $25.14 133,100

PENSION PLANS

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

The following table shows estimated annual benefits payable at normal retirement
under the general plan formula to persons whose normal retirement age is 65 in
specified earnings and years-of-service classifications. Amounts in excess of
$118,800 or based on income in excess of $200,000 are payable pursuant to the
excess benefits plan.

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

$100,000 $14,000 $ 22,000 $ 29,000 $ 36,000
150,000 22,000 34,000 45,000 56,000
200,000 30,000 46,000 61,000 76,000
250,000 38,000 58,000 77,000 96,000
300,000 46,000 70,000 93,000 116,000
350,000 54,000 82,000 109,000 136,000
400,000 62,000 94,000 125,000 156,000
450,000 70,000 100,000 141,000 176,000
500,000 78,000 118,000 157,000 196,000

The plans provide for normal retirement at age 65 and provide for reduced
benefits for early retirement beginning at age 55. Pension benefits are payable
as a straight life annuity and are calculated under a formula which is
integrated with Social Security, although the amounts determined under the
formula are not reduced by Social Security benefits or other offsets. The normal
retirement benefit is based on (i) the highest average earnings for any 5
consecutive years during the 10 calendar years ending with the year of
retirement, (ii) length of service up to 25 years and (iii) the highest average
covered compensation for Social Security purposes. Earnings covered by the plan
are generally defined as wages for purposes of federal income tax withholding
and therefore include the value realized upon the exercise of non-qualified
stock options and other minor items in addition to those included in the above
Summary Compensation Table as "Salary". Years of credited service under the
plans for the individuals described in the above Summary Compensation Table are
as follows: James Gorman -- 25; Peter Grossman -- 25; Thomas Florsheim,
Jr. -- 21; John W. Florsheim -- 9; John Wittkowske -- 9.

The foregoing describes the general formula under the defined benefit plan and
related excess benefits plan as revised in 1991. Those salaried employees who
were covered in the plans on January 1, 1989 are provided with the higher of the
benefits described above or a minimum benefit based on a prior formula through
the defined benefit plan, the unfunded excess benefits plan described above and
an unfunded deferred compensation plan. The normal retirement benefit under the
prior formula is based on the highest average earnings for any 5 consecutive
years during the 10 calendar years preceding retirement and length of service up
to 25 years. Minimum benefit amounts are not subject to any deduction for Social
Security benefits. Earnings covered by this formula are the same as those shown
in the above Summary Compensation Table as "Salary."

The following table shows estimated annual benefits payable under the prior
formula upon normal retirement to persons in specified earnings and
years-of-service classifications. Amounts in excess of $118,800 or based on
income in excess of $200,000 are payable pursuant to the excess benefits plan
and the deferred compensation plan.

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

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

COMPENSATION OF DIRECTORS

Directors of the Company who are not also employees of the Company or
subsidiaries receive a quarterly retainer of $1,250. In addition, they receive
$1,000 for each Board or Committee meeting attended, except that for each
additional meeting attended on the same day the compensation is $500. These
Directors may defer payment of all or part of their fees under the Deferred
Compensation Plan for Directors until they cease to be Directors.

On December 28, 2000, Chairman of the Board, Thomas W. Florsheim, entered into a
consulting agreement with the Company under which he would act as advisor to the
Company in connection with the Company's acquisition and sales of products and
materials. In accordance with this agreement, Thomas W. Florsheim was paid
$14,400 in 2002.

EMPLOYMENT AND DEFERRED COMPENSATION AGREEMENTS AND
RELATED PARTY TRANSACTIONS

The Company has entered into employment contracts with Thomas W. Florsheim, Jr.
and John W. Florsheim whereby, for services to be rendered, their employment
will be continued until December 31, 2003, at salary levels to be determined and
reviewed periodically. These contracts provide, among other things, that a lump
sum amount equal to slightly less than three times his base amount compensation
(as defined in Section 280G of the Internal Revenue Code) will be paid to Thomas
W. Florsheim, Jr. and John W. Florsheim, respectively, as severance pay, in the
event the Company terminates his employment without cause or he terminates his
employment following a change in control of more than 15% of the shares of the
Company, the replacement of two or more directors by persons not nominated by
the Board of Directors, any enlargement of the size of the Board of Directors if
the change was not supported by the existing Board of Directors, a merger,
consolidation or transfer of assets of the Company, or a substantial change in
his responsibilities. In the event Thomas W. Florsheim, Jr. or John W. Florsheim
is prevented from performing his duties by reason of permanent disability, his
normal salary will be discontinued and a disability salary of $225,000 per annum
for Thomas W. Florsheim, Jr. and $161,250 per annum for John Florsheim will be
paid until December 31, 2003. Also, in the event Thomas W. Florsheim, Jr. or
John W. Florsheim dies prior to the termination of his employment under the
contract, a death benefit equal to his salary at the annual rate being paid to
him at the date of death will be paid to a designated beneficiary for a
three-year period. As of January 1, 2003, Thomas W. Florsheim's, Jr. annual
salary is $437,000 and John W. Florsheim's annual salary is $345,000.

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

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

On December 5, 2001, the Company made a loan in the amount of $250,000 to John
F. Wittkowske, an officer of the Company. The entire amount of the loan was paid
off in 2002.

The Company has entered into change of control agreements with four executives,
John Wittkowske, Peter Grossman, James Gorman, and David Couper. These contracts
provide that a lump sum equal to slightly less than three times his base amount
of compensation (as defined in Section 280G of the Internal Revenue Code),
calculated with respect to the 3 taxable year period ending before the date the
change of control occurs, will be paid as severance pay in the event of a change
of control. The change of control agreements define a change of control as an
event in which:

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

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

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

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

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

As of January 1, 2003, Mr. Wittkowske's annual salary is $252,000, Mr.
Grossman's annual salary is $264,500, Mr. Gorman's annual salary is $255,750 and
Mr. Couper's annual salary is $129,500.

REPORT OF THE CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

The Corporate Governance and Compensation Committee is composed of four
non-employee directors who are responsible for establishing the total
compensation of the CEO and other executive officers of the Company.

Salaries of the CEO and other executive officers are reviewed annually and
adjusted according to individual performance and ability to fulfill the
position's assigned duties and responsibilities, its accountability and its
impact on the operations and profitability of the Company.

On December 6, 2002, the Governance and Compensation Committee ("the Committee")
met to establish executive officers' salaries for 2003 (effective January 1,
2003). The CEO's salary was set at $437,000 and the COO's salary was set at
$345,000. They both also received stock options granted in 2002, as the
committee recognizes stock ownership provides performance incentives that
encourage long-term growth in value for public shareholders.

Stock options were also granted in 2002 to all other executive officers of the
Company to link total executive compensation to stock price performance.

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

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

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
FOR THE YEAR ENDED: DECEMBER 31, 2002

[PERFORMANCE GRAPH]

---------------------------------------------------------------------------------------------------------------
1998 1999 2000 2001 2002
---------------------------------------------------------------------------------------------------------------

Weyco Group, Inc. Company 114 117 114 120 159
---------------------------------------------------------------------------------------------------------------
NASDAQ Non-Financial Index Stock Index 147 288 168 128 84
---------------------------------------------------------------------------------------------------------------
Russell 3000 - Shoes Peer Group Index 82 82 112 104 92
---------------------------------------------------------------------------------------------------------------

STOCK PERFORMANCE

The following line graph compares the cumulative total shareholder return on the
Company's common stock during the five years ended December 31, 2002 with the
cumulative return on the NASDAQ Non-Financial Stock Index and the Russell
3000-Shoes Index. The comparison assumes $100 was invested on December 31, 1997
in the Company's common stock and in each of the foregoing indices and assumes
reinvestment of dividends.

INDEPENDENT AUDITORS

On June 14, 2002, Arthur Andersen LLP was dismissed by the Board of Directors as
the Company's independent auditors, and Deloitte & Touche LLP was appointed as
the Company's independent auditors. During the year ended December 31, 2001 and
the subsequent interim period, there were no disagreements with Arthur Andersen
LLP on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures.

It is expected that Deloitte & Touche LLP, the Company's independent auditors
for 2002, will be selected for 2003 by the Board of Directors immediately
following the annual meeting of shareholders. A representative of Deloitte &
Touche LLP is expected to be present at the annual meeting of shareholders with
the opportunity to make a statement if so desired and such representative is
expected to be available to respond to appropriate questions.

METHOD OF PROXY SOLICITATION

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

OTHER MATTERS

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

INCORPORATION BY REFERENCE

The Company's financial statements and the related management's discussion and
analysis of financial condition and results of operation are incorporated by
reference from the Company's Annual Report to Shareholders.

SHAREHOLDER PROPOSALS

Shareholder proposals must be received by the Company no later than November 23,
2003, in order to be considered for inclusion in next year's annual meeting
proxy statement. In addition, a proposal submitted outside of Rule 14a-8 will be
considered untimely, and the Company may use discretionary voting authority for
any proposal that may be raised at next year's annual meeting unless the
proponent notifies us of the proposal not later than February 8, 2004.

[WEYCO GROUP, INC. LOGO]

March 24, 2003 JOHN F. WITTKOWSKE

Milwaukee, Wisconsin Secretary

ANNUAL MEETING OF SHAREHOLDERS OF

WEYCO GROUP, INC.
CLASS B COMMON STOCK
APRIL 22, 2003

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

Please detach and mail in the envelope provided.

--------------------------------------------------------------------------------
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE |X|
--------------------------------------------------------------------------------

1. Election of Directors for their respective terms. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR
PROPOSAL 1 IF NO INSTRUCTION TO THE CONTRARY IS INDICATED OR
NOMINEES: IF NO DIRECTION IS GIVEN.
| | FOR ALL NOMINEES O Virgis W. Colbert
O John W. Florsheim PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE
| | WITHHOLD AUTHORITY O Frederick P. Stratton, Jr. ENCLOSED ENVELOPE.
FOR ALL NOMINEES

| | FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any
individual nominee(s), mark "FOR ALL EXCEPT" and fill in the
circle next to each nominee you wish to withhold, as shown
here: O

--------------------------------------------------------------------
To change the address on your account, please check the box
at right and indicate your new address in the address space
above. Please note that changes to the registered name(s) on
the account may not be submitted via this method. | |
--------------------------------------------------------------------

Signature of Shareholder ________________________ Date: _____________ Signature of Shareholder _____________ Date: _____________

NOTE: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should
sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as
such. If signer is a partnership, please sign in partnership name by authorized person.

CLASS B COMMON STOCK
PROXY WEYCO GROUP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Thomas W. Florsheim, Jr. and John W.
Florsheim or either of them, proxies with full power of substitution, to vote at
the Annual Meeting of Shareholders of Weyco Group, Inc. (the "Company") to be
held on April 22, 2003 at 10:00 A.M., local time and at any adjournment thereof,
hereby revoking any proxies heretofore given, to vote all shares of Class B
Common Stock of the Company held or owned by the undersigned as directed on the
reverse, and in their discretion upon such other matters as may come before the
meeting.

(TO BE SIGNED ON REVERSE SIDE.)

SEE REVERSE
SIDE

ANNUAL MEETING OF SHAREHOLDERS OF

WEYCO GROUP, INC.
COMMON STOCK
APRIL 22, 2003

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

Please detach and mail in the envelope provided.

| | FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any
individual nominee(s), mark "FOR ALL EXCEPT" and fill in the
circle next to each nominee you wish to withhold, as shown
here: O

Signature of Shareholder ________________________ Date: _____________ Signature of Shareholder _____________ Date: _____________

COMMON STOCK
PROXY WEYCO GROUP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Thomas W. Florsheim, Jr. and John W.
Florsheim or either of them, proxies with full power of substitution, to vote at
the Annual Meeting of Shareholders of Weyco Group, Inc. (the "Company") to be
held on April 22, 2003 at 10:00 A.M., local time and at any adjournment thereof,
hereby revoking any proxies heretofore given, to vote all shares of Common Stock
of the Company held or owned by the undersigned as directed on the reverse, and
in their discretion upon such other matters as may come before the meeting.

(TO BE SIGNED ON REVERSE SIDE.)

SEE REVERSE
SIDE