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                                                                EXHIBIT 10.5

                         EDISON BROTHERS STORES, INC.

                    1998 DEFERRED STOCK COMPENSATION PLAN
                          FOR NON-EMPLOYEE DIRECTORS



                                  ARTICLE I

                                 INTRODUCTION


         1.1 Purpose of the Plan. The Edison Brothers Stores, Inc. 1998 Deferred
Stock Compensation Plan for Non-Employee Directors (the "Plan"), by allowing
fees payable to such Directors to be deferred and received in the form of Common
Stock of the Company, is intended to encourage such Directors to acquire a
greater personal stake in the success of the Company and thereby increase the
identification of interests between such Directors and the stockholders of the
Company.

         1.2 Effective Date. The Plan shall be subject to approval by the
stockholders of the Company at the Company's 1998 Annual Meeting of
Stockholders, and if so approved, shall become effective on the date of such
approval.


                                  ARTICLE II

                                 DEFINITIONS

         2.1 "Board" means the Board of Directors of the Company.

         2.2 "Committee" means the Board or a committee of the Board comprised
of two or more Outside Directors appointed by the Board to administer the Plan.

         2.3  "Common Stock" means the Common Stock of the Company, par value 
$.01 per share.

         2.4 "Company" means Edison Brothers Stores, Inc., a Delaware
corporation, or any successor thereto.

         2.5 "Deferral Election" means a written election to defer Fees under
the Plan.

         2.6 "Director" means a member of the Board who is not an employee of
the Company or any of its subsidiaries or affiliates. For purposes of the Plan,
an employee is an individual whose wages are subject to the withholding of
federal income tax under Section 3401 of the Internal Revenue Code of 1986, as
amended.



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         2.7 "Effective Date" means the date on which the Plan is approved by
the Stockholders of the Company as provided in Section 1.2.

         2.8 "Fee Payment Date" means the date Fees would otherwise have been
paid to a Participant.

         2.9 "Fees" means any retainer or meeting fees payable to a Director for
serving as a member of the Board or of any committee thereof. Fees shall not
include any expenses paid directly or through reimbursement.

         2.10 "Market Value," when used with reference to a share of Common
Stock as of a particular date, means the closing price of a share of Common
Stock as reported for that date (or, if no prices are quoted for that date, for
the last preceding date for which such prices are quoted) on the New York Stock
Exchange, or, if the Common Stock is not then listed on the New York Stock
Exchange, on such other national securities exchange on which the Common Stock
is listed or, if not so listed, then on the Nasdaq National Market. If, as of a
particular date, the Common Stock is not listed or quoted on any national
securities exchange or on the Nasdaq National Market, then the Market Value of a
share of Common Stock as of such date shall be determined according to such
criteria as the Committee in good faith shall deem appropriate.

         2.11 "Outside Director" means a member of the Board who is a
"non-employee director" as such term is defined in Rule 16b-3 under the
Securities Exchange Act of 1934, as amended.

         2.12 "Participant" means a Director who defers Fees under Article V of
the Plan.

         2.13  "Secretary" means the Secretary of the Company.

         2.14 "Shares" means shares of Common Stock.

         2.15 "Stock Units" means the credits to a Participant's Stock Unit
Account under Article V of the Plan.

         2.16 "Stock Unit Account" means the account established by the Company
pursuant to Section 5.5.

         2.17 "Termination of Service" means termination of service as a member
of the Board for any reason.




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                                 ARTICLE III

                                ADMINISTRATION

         The Plan shall be administered by the Committee. Subject to the express
provisions of the Plan, the Committee shall have complete authority to interpret
the Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, and to make all other determinations necessary or desirable for the
administration of the Plan. The decisions of the Committee with respect to the
matters set forth in this Article III shall be final and binding on all
interested parties.


                                  ARTICLE IV

                                 ELIGIBILITY

         Each person who is a Director on a Fee Payment Date shall be eligible
to defer Fees payable on such date in accordance with Article V of the Plan. If
any Director subsequently becomes an employee of the Company or any of its
subsidiaries, but does not incur a Termination of Service, such Director shall
continue as a Participant with respect to Fees previously deferred, but shall
cease eligibility with respect to all future Fees, if any, earned while an
employee.


                                  ARTICLE V

                              DEFERRAL ELECTIONS

         5.1 General Rule. Each Director may, in lieu of receipt of Fees, defer
all or part of such Fees in accordance with this Article V, provided that such
Director is eligible under Article IV of the Plan to defer such Fees on the Fee
Payment Date.

         5.2 Timing of Election. Each Director who is serving on the Board on
the Effective Date may make a Deferral Election at any time prior to that date,
which election shall be effective as of the Effective Date. Any Director who is
serving on the Board on the Effective Date who does not make a Deferral Election
prior to the Effective Date, and any person who is not serving as a Director on
the Effective Date but thereafter becomes a Director, may make a Deferral
Election at any time before the commencement of any subsequent calendar year,
which election shall be effective as of the first day of such calendar year.

         5.3 Duration of Election. A Deferral Election shall apply to Fees
payable after the date such Deferral Election becomes effective and shall be
deemed to be continuing unless the Participant revokes or modifies such Deferral
Election by filing a new Deferral Election before the first day of any
subsequent calendar year, which new Deferral 


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Election shall be effective as of the first day of such calendar year,
subject to the last sentence of Section 6.1 of the Plan.

         5.4 Form of Election. A Deferral Election shall be made by completing
and filing with the Secretary a notice of election in the form specified by the
Committee. A Deferral Election shall set forth (a) the portion (up to 100%) of
Fees to be deferred by the Participant, and (b) when the payout shall be made or
commence, and whether it shall be delivered in a lump sum or according to an
installment schedule as provided in Section 6.1 of the Plan.

         5.5 Stock Unit Account. The Company shall establish a Stock Unit
Account for each Participant. On each Fee Payment Date, each Participant's Stock
Unit Account shall be credited with a number of Stock Units equal to the portion
of the Fee payable on such Fee Payment Date deferred by such Participant,
divided by the Market Value of a Share on such Fee Payment Date. Fractional
Stock Units shall be calculated to three decimal places and credited
cumulatively.

         5.6 Crediting of Dividends. If a dividend or distribution is paid on
the Common Stock in cash or in property other than Shares, then on the date of
payment of the dividend or distribution the Stock Unit Account of each
Participant shall be credited with that number of Stock Units (including
fractional units) equal to the number of Stock Units credited to the account as
of the record date for such dividend or distribution, times the cash amount of
the dividend paid or the fair market value of the property distributed per
Share, divided by the Market Value of a Share on the date such dividend or
distribution is paid.


                                  ARTICLE VI

                      SETTLEMENT OF STOCK UNIT ACCOUNTS

         6.1 Payment Options. A Participant's Stock Unit Account is to be
settled by delivering to the Participant a number of Shares equal to the number
of Stock Units then credited to the Participant's Stock Unit Account. Such
delivery shall be made in one lump sum on, or as soon as administratively
feasible after, the first day of the calendar month immediately following the
month in which the Participant incurs a Termination of Service; provided,
however, that, in lieu thereof, a Participant may elect (a) to have the delivery
of Shares in settlement of his or her Stock Unit Account made or commence (as
the case may be) on, or as soon as administratively feasible after, January 1 of
the year immediately following the date on which the Participant incurs a
Termination of Service, and/or (b) to have the delivery of Shares in settlement
of his or her Stock Unit Account made in annual installments over a period not
to exceed ten years following the date of the first such payment. If a
Participant elects to have the delivery made in annual installments, the number
of Shares delivered in each such installment shall be determined by multiplying
(i) the number of Stock Units credited to the Stock Unit Account on the date of
payment of such installment by (ii) a fraction, the numerator of which is one
and 


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the denominator of which is the number of remaining unpaid installments.
Notwithstanding the foregoing, if an election made by a Participant would result
in the delivery of Shares in installments of fewer than 100 Shares per annum,
then all of the Shares to be delivered to the Participant in settlement of his
or her Stock Unit Account shall be delivered in one lump sum. If a lump sum
payment or the final installment payment hereunder would result in the issuance
of a fractional Share, cash in lieu of such fractional Share shall be paid to
the Participant based on the Market Value of a Share on the day immediately
preceding the date of such payment. A Participant's Stock Unit Account shall
continue to be credited with dividends or distributions paid on the Common Stock
pursuant to Section 5.6 and shall be subject to adjustment pursuant to Article
IX until the entire balance of the Stock Unit Account has been distributed. The
election described in this Section 6.1 shall be made when a Deferral Election is
filed under Article V. A Participant may change the manner in which his or her
Stock Unit Account is to be distributed by filing a new Deferral Election with
the Secretary, provided, however, that (a) such change may be made only with the
prior consent of the Committee and (b) the new Deferral Election must be filed
at least six months before the date on which the Participant incurs a
Termination of Service.

         6.2 Payment Upon Death of a Participant. If a Participant dies before
the entire balance of his or her Stock Unit Account has been distributed, the
balance of the Participant's Stock Unit Account shall be paid in a lump sum, as
soon as administratively feasible after the Participant's death, to the
beneficiary designated by the Participant under Article VIII.


                                 ARTICLE VII

                               UNFUNDED STATUS

         The interest of each Participant in any Fees deferred under the Plan
(and any Stock Units or Stock Unit Account relating thereto) shall be solely
that of a general creditor of the Company. Stock Unit Accounts, and Stock Units
credited thereto, shall at all times be maintained by the Company only as
bookkeeping entries evidencing unfunded and unsecured general obligations of the
Company. The Company shall not be required to acquire, reserve, segregate or
otherwise set aside Shares for the payment of its obligations under the Plan,
but shall make available as and when required a sufficient number of Shares to
meet the needs of the Plan.


                                 ARTICLE VIII

                          DESIGNATION OF BENEFICIARY

         Each Participant may designate, on a form provided by the Committee,
one or more beneficiaries to receive payment of the Participant's Stock Unit
Account if the Participant dies before receiving full payment. The Company may
rely upon the most 


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recent beneficiary designation, provided that such form was executed by
the Participant or his or her legal representative and filed with the Secretary
prior to the Participant's death. If the Participant fails to designate a
beneficiary, or if all designated beneficiaries of the Participant die before
complete payment is made hereunder, any remaining unpaid amounts shall be paid
in one lump sum to the estate of the Participant.


                                  ARTICLE IX

                  ADJUSTMENT UPON CHANGES IN CAPITALIZATION

         The number of Stock Units credited to each Participant's Stock Unit
Account shall be proportionately adjusted to reflect any dividend or other
distribution on the outstanding Shares payable in Shares or any split or
consolidation of the Shares. If the outstanding Shares shall be changed into or
exchangeable for a different class or classes of securities of the Company or
securities of another corporation, whether through reorganization,
reclassification, recapitalization, merger, consolidation or otherwise, then, in
a manner that the Committee deems equitable, there shall be substituted for each
Share to be delivered upon settlement of Stock Unit Accounts the number and kind
of shares of stock or other securities into which each outstanding Share shall
be so changed or for which each such Share shall be exchanged.


                                  ARTICLE X

                              GENERAL PROVISIONS

         10.1 No Stockholder Rights Conferred. Nothing contained in the Plan
will confer upon any Participant or beneficiary any rights of a Stockholder of
the Company, unless and until Shares are actually issued or transferred to such
Participant or beneficiary in accordance with Article VI.

         10.2 Service as Director. Nothing in this Plan shall be construed as
conferring any right upon any Director to continue as a member of the Board.

         10.3 Changes to the Plan. The Board may at any time amend, suspend or
terminate the Plan, provided that no amendment, suspension or termination of the
Plan may, without the written consent of an affected Participant, adversely
affect the rights of such Participant with respect to any Stock Units credited
to his or her Stock Unit Account at the time of such amendment, suspension or
termination.

         10.4 Compliance with Laws. The obligation of the Company to issue or
deliver Shares under the Plan shall be subject to (i) the effectiveness of a
registration statement under the Securities Act of 1933, as amended, with
respect to such Shares, if deemed necessary or appropriate by counsel for the
Company, (ii) the condition that the Shares shall have been listed (or
authorized for listing upon official notice of issuance) upon 


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each stock exchange or national quotation system, if any, on which
shares of the Common Stock may then be listed, and (iii) such other conditions
or requirements as, in the opinion of the Company's counsel, may be necessary to
comply with all other applicable laws, regulations, rules and orders then in
effect.

         10.5 Non-Alienability of Benefits. Neither a Participant nor any
beneficiary designated by such Participant may alienate, assign, transfer,
pledge, sell or encumber any Stock Unit, Stock Unit Account or any benefit or
right under the Plan, nor shall any Stock Unit, Stock Unit Account or any
benefit or right under the Plan be subject to the claims of any creditors of any
Participant or designated beneficiary.

         10.6 Governing Law. The validity, construction and effect of the Plan
will be governed by (i) the Delaware General Corporation Law, and (ii) to the
extent applicable, the laws (other than the corporation laws) of the State of
Missouri.