X0203 3 2011-01-10 0 0000006885 STAGE STORES INC SSI 0001509916 Shein Oded 10201 MAIN STREET HOUSTON TX 77025 0 1 0 0 EVP, CFO Common Stock 10000 D Stock Appreciation Rights 16.31 2013-01-10 2018-01-10 Common Stock 30000 D On January 10, 2011, the reporting person was granted 10,000 shares of restricted common stock. The shares will vest, on a three-year cliff basis, on January 10, 2014. On January 10, 2011, the reporting person was granted Stock Appreciation Rights (SARs) with respect to a total of 30,000 shares of common stock. The grant price for the SARs is $16.31 per share of common stock, which is the closing price of the issuer's common stock on the grant date. The shares will vest as follows: 15,000 shares on January 10, 2013, 7,500 shares on January 10, 2014, and 7,500 shares on January 10, 2015. They will expire on the earlier of (i) sixty days after termination of employment (one year if termination is due to death, disability or retirement), or (ii) seven years from the date of grant. /s/ R.E. Stasyszen, Attorney in Fact for Oded Shein 2011-01-14