X0202 4 2006-06-01 0000006885 STAGE STORES INC SSI 0001305280 Mosse Sharon 10201 MAIN STREET HOUSTON TX 77025 1 0 0 0 Common Stock, $0.01 par value 2006-06-01 4 A 0 3483 0.00 A 3483 D Deferred Stock Units 31.09 2006-06-01 4 A 0 965 0 A Common Stock 965 36749 D Reflects the grant on June 1, 2006 of restricted shares of the Company's common stock valued at $100,000 based on the Black Scholes Pricing Model. The shares will vest, on a cliff basis, on June 1, 2009. Reflects the Director's election to receive $30,000 of her Total Annual Retainer fees for the 2006-2007 Term Year in exchange for 965 of the Company's Deferred Stock Units under the Company's 2003 Non-Employee Director Equity Compensation Plan. One-twelfth (1/12) of the number of Deferred Stock Units will be credited by the Company to the Director's ledger account ("Account") on the first day of each month during the Term year. Upon termination of service with the Company or a hardship, the Director may elect either (i) a single lump sum of cash distribution of her Deferred Stock Unit Account, or (ii) a single distribution of her Deferred Stock Unit Account in the form of the Company's restricted common stock. The number of shares of common stock to be issued will be equal to the number of Deferred Stock Units credited to the Director's Account. Includes all derivative securities currently owned by the reporting person including those previously reported as well as 676 deferred stock units and options to purchase 11,250 shares of the issuer's common stock received by the reporting person on August 19, 2005 as a result of the three-for-two split of the issuer's common stock payable as a stock dividend to all holders of record of the issuer's common stock at the close of business on August 4, 2005 and the antidilution provisions of the issuer's Amended and Restated 2001 Equity Incentive Plan as approved by the issuer's shareholders on June 3, 2004. /s/ R.E. Stasyszen, Attorney in Fact for Sharon Mosse 2006-06-05