CALERES INC — Director's Dealing 2008

Nov 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN SHOE CO INC (BWS)
CIK: 0000014707
Period of Report: 2008-11-01

Reporting Person: MCGINNIS PATRICIA G (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-11-01	Phantom Stock Units	$	A	1686.2717	Acquired		Common Stock (1686.2717)	Direct

Footnotes

F1: These Phantom Stock Units were issued pursuant to the Deferred Compensation Plan for Non-Employee Directors; a participating director receives a number of fully vested phantom stock units on the last day of each fiscal quarter based on the total director retainer and meeting fees earned for the quarter, plus the value of dividend equivalents earned during the quarter, divided by the market value (mean of the high and low price) of the Company's common stock on the last trading day of the fiscal quarter.

F2: Each unit of phantom stock represents the right to receive cash equivalent to the fair market value of a share of common stock of the Company.

F3: The phantom stock will be settled in cash in annual installments over a five-year or ten-year period, or in a lump sum, at the Director's election when the Director's service as a director terminates.