CALERES INC — Director's Dealing 2005

Dec 5, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN SHOE CO INC (BWS)
CIK: 0000014707
Period of Report: 2005-12-01

Reporting Person: RITTER JERRY E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-01	Common Stock	M	11886.7857	—	Acquired	14836.7857	Direct
2005-12-01	Common Stock	D	11886.7857	$41.36	Disposed	2950	Direct
2005-12-01	Common Stock	M	2749.7983	—	Acquired	5699.7983	Direct
2005-12-01	Common Stock	D	2749.7983	$41.36	Disposed	2950	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-01	Phantom Stock	$	M	11886.7857	Disposed		Common Stock (11886.7857)	Direct
2005-12-01	Restricted Stock Unit	$	M	2749.7983	Disposed		Common Stock (2749.7983)	Direct

Footnotes

F1: Each unit of phantom stock represents the right to receive the fair market value of a share of common stock of the Company. On December 1, 2005, the Board of Directors of the Company adopted an amendment to the Brown Shoe Company, Inc. Deferred Compensation Plan for Non-Employee Directors (the "Plan") which directed Mr. Ritter's account under the Plan to be distributed to him no later than December 31, 2005. On December 1, 2005, 11,886.7857 units of Phantom Stock, which constituted all of Mr. Ritter's units of Phantom Stock under the Plan, were settled for cash.

F2: Each restricted stock unit represents a contingent right to receive the fair market value of a share of common stock of the Company. Mr. Ritter elected a distribution date of December 1, 2005, for his May 27, 2004 restricted stock unit award which represented 2749.7983 units and were settled for cash.