EMPLOYMENT TERMINATION AGREEMENT

     THIS EMPLOYMENT TERMINATION AGREEMENT (this  Agreement ) dated
September 4, 1997 between ALAN D. MILLER, currently residing at 135
Wyckliffe Place, St. Louis, Missouri 63141 ( Employee ), and EDISON
BROTHERS STORES, INC., a Delaware corporation (the  Company ).

                            RECITALS

     WHEREAS, in November 1995, the Company, along with 65 of its
affiliates (collectively the  Debtors ), filed a petition under Chapter 11
of the United States Bankruptcy Code (the  Bankruptcy Code ) in the United
States Bankruptcy Court in Delaware (Case No. 95-1354 (PJW)) (the  Chapter
11 Case ) and has since been operating its business as a debtor-in-
possession; and
     WHEREAS, Employee has been serving as Chairman of the Board, President
and Chief Executive Officer of the Company since April, 1995 and is
currently serving in such capacity; and
     WHEREAS, during his tenure with the Company, Employee's service and
leadership have been critical in significantly increasing the value of the
Company and successfully guiding the Company through the Chapter 11 Case
and its reorganization; and
     WHEREAS, on June 30, 1997, the Debtors filed with the Bankruptcy Court
their Amended Joint Plan of Reorganization (as said Plan may be amended or
modified, the  Plan of Reorganization ) and expect to emerge from Chapter
11 in September, 1997; and
     WHEREAS, the statutory creditors committee appointed in the Chapter 11
Case has expressed its desire that the Company recruit a new Chief
Executive Officer for the Company but has requested that Employee remain in
his current positions with the Company through the Company's emergence from
Chapter 11 and until the commencement of employment of a new Chief
Executive Officer in order to ensure an orderly management transition, and
Employee has agreed to so remain, all on the terms and conditions of this
Agreement;
     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto do hereby agree as follows:

                           AGREEMENT

     1.  Resignation.  Employee shall resign as Chairman of the Board, a
member of the Board of Directors, President and Chief Executive Officer of
the Company effective upon the commencement of employment of the successor
Chief Executive Officer of the Company (the  Termination Date ).
     2.  Payments and Benefits.  Employee shall be entitled to receive the
following payments and benefits:

               (a)  On the Termination Date the Company shall pay     or
cause to be paid to Employee (i) the full base salary  earned by Employee
through the Termination Date and unpaid at the Termination Date, plus (ii)
credit for any vacation  earned by Employee but not taken prior to the
Termination Date, plus (iii) any monies owing to Employee in reimbursement
for travel or other business expenses incurred by Employee in the
performance of his duties prior to the  Termination Date, plus (iv) any
other amounts earned by or owing to Employee and unpaid as of the
Termination Date.

               (b)  On the Termination Date the Company shall pay or cause
     to be paid to Employee a lump sum cash amount of $1,575,000,
     representing Employee's current annual salary, which the parties
     acknowledge and agree is Five Hundred Twenty-Five Thousand Dollars
     ($525,000.00), multiplied by  three (3).

               (c)  On the Termination Date the Company shall pay or cause
     to be paid to Employee a lump sum cash amount equal to Seven Hundred
     Eighty-Seven Thousand Five Hundred Dollars ($787,500.00), which
     represents an aggregate amount equal to Employee's  target bonus
     under the Company's EBITDA Bonus Plan of Two Hundred Sixty-Two
     Thousand Five Hundred Dollars ($262,500.00) for each of fiscal years
     1997, 1998 and 1999.

               (d)  On the  Effective Date  of the Plan of Reorganization
     as that term is defined therein (the  Effective Date ) the Company
     shall pay or cause to be paid to Employee a lump sum cash bonus equal
     to One Million Five Hundred Thousand Dollars ($1,500,000.00)
     (representing a  performance bonus ).

               (e)  On September 17, 1997 the Company shall pay or cause to
     be paid to Employee a lump sum cash amount equal to Eighty-Seven
     Thousand Five Hundred Dollars ($87,500.00) (representing the amount to
     be paid to Employee on that date pursuant to Section 3.D of the
     Amended and Restated Employment Agreement, dated June 21, 1996,
     between the Company and Employee).

               (f)  The Company acknowledges and agrees that options for
     50,000 shares of New Common Stock (as such term is defined in the Plan
     of Reorganization) (the  Common Stock ) were to have been granted to
     Employee pursuant to the Company's 1997 Stock Option Plan.  The said
     stock options shall not be issued to Employee but instead shall be
     reallocated by the Board of Directors of the Company, or any
     authorized compensation committee or compensation subcommittee
     thereof, to other employees of the Company as such Board or authorized
     compensation committee or compensation subcommittee shall determine in
     its absolute discretion.  The Company shall grant to Employee, as of
     the Effective Date, 75,000 shares of Common Stock, which shares shall
     be restricted as to transferability (except in the event of Employee's
     death) until the latter of the Effective Date or the Termination Date.
     In addition, on the Termination Date the Company shall pay or cause to
     be paid to Employee a lump sum cash payment in such amount as is
     necessary (after taking into account all federal, state and local
     income taxes payable by Employee as a result of the receipt of such
     sum) to place Employee in the same after-tax position he would have
     been in if no federal, state or local income taxes were payable by
     Employee in respect of the vesting of such shares.  The Company has
     caused the aggregate number of shares of Common Stock authorized for
     issuance to Management pursuant to Section 9.8 of the Plan of
     Reorganization to be increased from 200,000 shares to 225,000 shares
     in order to fulfill the Company's obligations pursuant to this Section
     2(f).

           (g) The Company shall maintain in full force and effect for
     Employee's continued benefit, for a period of three years from the
     Termination Date, all life insurance, medical, dental, and disability
     plans, programs or arrangements in which Employee was entitled to
     participate immediately prior to the Termination Date, provided that
     Employee's continued participation is possible under the terms and
     provisions of such plans, programs or arrangements.  In the event that
     Employee's participation in any such plan, program or arrangement is
     barred by the terms thereof or is otherwise prevented, the Company
     shall arrange to provide Employee with benefits substantially similar
     to those which Employee would otherwise be entitled to receive under
     such plans, programs or arrangements.  Any continuation of benefits
     under this Section 2(g) shall not be counted towards the benefits
     extension period mandated by the Consolidated Omnibus Budget
     Reconciliation Act of 1985.

(i)  On the Termination Date the Company shall pay or cause to be paid to
   Employee all benefits to which Employee would be entitled under the
   Company's Pension and Pension Restoration Plans as if his employment had
   continued until January 1, 1998, including 100% vesting and payout of
   benefits, each with contribution made on behalf of Employee for the year
   1997.

3.  Tax Indemnity.  If any amounts or benefits payable by the Company to
    Employee pursuant to this Agreement are determined to be subject to any
    excise or similar tax pursuant to Sections 280G and 4999 of the Internal
    Revenue Code of 1986, as amended (the  IRC ), or any successor or other
    comparable federal, state or local tax laws, the Company shall pay to
    Employee, at the time such excise or similar tax payments are payable by
    Employee, without extension of any returns, such additional sum as is
    necessary (after taking into account all federal, state and local income
    taxes payable by Employee as a result of the receipt of such additional
    sum) to place Employee in the same after-tax position he would have been in
    had no such excise or similar purpose tax been paid or incurred.  Employee
    hereby agrees to explore with the Company a tax efficient solution to any
    potential excise or similar tax payment pursuant to this Section 3.  In the
    event of a subsequent controversy (including audit, administrative appeal
    or litigation) with the Internal Revenue Service (the  IRS ), or any state
    or local authority with respect to any excise or similar tax pursuant to
    Sections 280G and 4999 of the IRC, the Company shall reimburse Employee for
    any attorneys' and accounting fees incurred by Employee with respect to
    such controversy, and shall make an additional  tax gross up payment  as
    described above if additional excise or similar taxes pursuant to Section
    280G and 4999 of the IRC are subsequently determined to be due and payable,
    which additional payment shall include reimbursement for any interest
    expense and penalties payable to any taxing authority which is attributable
    to any increased excise or similar taxes pursuant to Sections 280G and 4999
    of the IRC and related attorney's or accountant's fees.  If Employee is
    subject to an audit by the IRS or any state or local authority, Employee
    shall give prompt notice thereof to the Company.  In such an event, the
    Company shall provide legal representation at audit, administrative appeal
    and in litigation on Employee's behalf with respect to any such action with
    an attorney reasonably acceptable to Employee; provided, however,
    Employee's counsel shall be kept advised of all proceedings and shall be
    permitted to participate therein and Employee shall be entitled to
    reimbursement as provided above.  Notwithstanding the foregoing, no
    settlement shall be agreed to with respect to any such audit without the
    prior written consent of Employee.
     
     4.  Private Letter Ruling.

               (a)  Without affecting the Company's obligations under
     Section 3 hereof, the Company, or such other appropriate party, at the
     Company's sole expense, shall submit to the IRS a request for a
     private letter ruling (hereinafter the request for private letter
     ruling shall be referred to as the  PLR Request  and the private
     letter ruling issued or to be issued in response to the PLR Request
     shall be referred to as the  PLR ) in a form reasonably acceptable to
     Employee substantially to the effect that the payments received under
     this Agreement will not constitute amounts that would be subject to
     any excise or similar tax pursuant to Sections 280G and 4999 of the
     IRC, or any successor or other comparable federal tax laws.

               (b)  From and after the Termination Date, the Company at its
     expense shall obtain and keep in effect (until drawn upon or
     terminated as set out below) an irrevocable stand-by letter of credit
     (the  Letter of Credit ) in a form and amount acceptable to Employee
     (including a provision that permits Employee to immediately draw down
     on the Letter of Credit if any notice of non-renewal is sent out by
     the issuer) which will ensure that amounts will be available to make
     any payments to Employee contemplated by Section 3 hereof including
     interest and penalties and any other  gross up payments  contemplated
     by this Agreement.  Said Letter of Credit shall remain in force and
     effect for the period determined as follows:

                         (i)  Upon the receipt of a favorable PLR from the
               IRS, with conclusions reasonably acceptable to Employee, the
               Letter of Credit shall be terminated.

                         (ii) Upon the receipt from the IRS of a PLR which
               in the Employee's reasonable opinion is adverse or if, prior
               to the issuance by the IRS of a PLR, the Company withdraws
               the PLR Request, Employee shall either timely file his
               individual federal, state and local income tax returns for
               the appropriate year (the  Employee Returns ) reflecting the
               excise tax of Sections 280G and 4999 of the IRC (or
               comparable state or local statutes or ordinances, as
               appropriate) as payable, or, if Employee Returns have been
               filed reflecting no such excise tax payable, said Employee
               Returns shall be amended to reflect the amount as payable,
               and Employee shall pay the appropriate excise taxes,
               interest and penalties, and Employee immediately shall draw
               down on the Letter of Credit in an amount sufficient to pay
               the amount Employee is entitled to receive pursuant to
               Section 3 hereof.

                         (iii)  If the IRS informs the Company that it will
               not issue a PLR with respect to all of the matters presented
               in the PLR Request, Employee agrees that he will file, or
               shall have filed, his Employee Returns reflecting the
               amounts in issue as not being subject to the excise or
               similar tax pursuant to Sections 280G and 4999 of the IRC
               (or comparable state or local statutes or ordinances, as
               appropriate) and the said Letter of Credit shall remain in
               effect.  If, at the expiration of time (including
               extensions) during which said excise tax can be assessed by
               the IRS against Employee, the IRS has not begun, or sent to
               Employee a notice that it intends to begin, an audit of
               Employee's individual federal income tax return for the year
               during which said excise tax would be payable, the Letter of
               Credit shall be terminated.  If, however, prior to the
               expiration of time (including extensions) during which said
               excise tax can be assessed by the IRS against Employee, an
               audit by the IRS has begun, or Employee has received a
               notice from the IRS that it intends to begin an audit, for
               the applicable year, the Letter of Credit shall remain in
               effect (a) until the closing of the audit by the IRS with no
               adjustment with respect to the excise tax in issue at which
               time the Letter of Credit shall be terminated by the Company
               or (b) after the closing of the audit by the IRS at any
               administrative level with an adjustment with respect to the
               applicable excise which is (i) agreed to by the Company and
               Employee or (ii) unagreed to by Company and Employee and the
               IRS issues a statutory notice of deficiency pursuant to
               Section 6212 of the IRC.  Upon the occurrence of clause (i)
               or (ii) above, Employee shall pay the amount of the
               adjustment and shall draw down on the Letter of Credit in an
               amount sufficient to pay the amount Employee is entitled to
               receive pursuant to Section 3 hereof.

                         (iv) If Employee pays the excise tax in issue
               pursuant to Section 4(b)(ii) or 4(b)(iii)(b), and if the
               Company requests in writing, Employee, at Company's expense,
               promptly shall file a claim for refund for the full amount
               of the applicable excise taxes and the Company may pursue
               said claim for refund at the Company's sole expense on
               Employee's behalf.  Employee agrees to cooperate with the
               Company in any such effort.  If a refund is received by
               Employee, Employee shall promptly forward said refund to
               Company.

     5.  Employee's Outplacement Expenses.   The Company shall reimburse
Employee for any out-of-pocket costs and expenses actually incurred by
Employee for  outplacement services  in an aggregate amount not to exceed
Twenty Five Thousand Dollars ($25,000.00).  For purposes of this Section 5,
outplacement services  shall be broadly defined and liberally construed.

     6.  Employee's Attorney's Fees.   The Company shall reimburse Employee
for any reasonable attorney's fees and expenses actually incurred by
Employee in connection with the implementation of this Agreement and the
terms and conditions hereof; provided, however, that the amount to be
reimbursed by the Company under this Section 6 shall in no event exceed
Fifteen Thousand Dollars ($15,000.00).

     7.  The Company's Release and Indemnification.

               (a)  The Company, on its own behalf and on behalf of its
     subsidiaries, hereby releases, acquits, and forever discharges
     Employee from any and all claims, demands, actions, causes of action
     and liabilities, whether known or unknown, absolute or contingent,
     presently existing or hereafter discovered, that the Company may now
     have or that might subsequently accrue to the Company against Employee
     arising out of or related to Employee's service as an employee,
     officer or director of the Company.  Except for the Avoidance Claims
     as referenced in Section 7.2(ii) of the Plan of Reorganization, which
     are not released hereunder, to the extent this release and the release
     set out in section 7.2 of the Plan of Reorganization are not
     consistent, the language which grants the broadest release to Employee
     shall control.

               (b)  The Company shall provide Employee with coverage under
     a directors and officers liability insurance policy, with tail
     coverage, with respect to actions of Employee as an officer or
     director of the Company occurring prior to the Termination Date, in an
     amount equal to or greater than that regularly carried on behalf of
     other officers and directors of the Company and reasonably acceptable
     to Employee.

               (c)  The Company shall indemnify, defend and hold harmless
     Employee against all losses, expenses, damages, and  liabilities
     incurred in connection with any claims by anyone against Employee with
     respect to his duties or actions as an employee, officer or director
     of the Company prior to the Termination Date.

     8.  Employee's Release.   Employee hereby releases, acquits, and
forever discharges the Company and the past, present and future directors,
shareholders, officers, employees, agents, attorneys, representatives and
affiliates of the Company, from any and all claims, demands, actions,
causes of action and liabilities, whether known or unknown, absolute or
contingent, presently existing or hereafter discovered, other than claims
or other actions or proceedings under or related to this Agreement, that
Employee may now have or that might subsequently accrue to Employee against
such parties arising out of or related to Employee's service as an
employee, officer or director of the Company.

     9.  Severability.   If any provision of this Agreement or the
application thereof to any person or circumstance shall to any extent be
held to be invalid or unenforceable, the remainder of this Agreement and
the application of such provision to persons or circumstances other than
those to which it is held invalid or unenforceable shall not be affected
thereby, and each provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.

     10.  Headings.  The headings in this Agreement are inserted for
convenience of reference only and shall not in any way affect the meaning
or interpretation of this Agreement.

     11.  Counterparts.   This Agreement may be executed in one or more
identical counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.

     12.  Entire Agreement.  This instrument constitutes the entire
agreement of the parties with respect to the subject matter hereof and
shall supersede any other agreement between the parties, oral or written,
concerning the same subject matter, except as otherwise expressly provided
herein.

     13.  Amendment.   This Agreement may be amended only by a writing
which makes express reference to this Agreement as the subject of such
amendment and which is signed by Employee and by a duly authorized officer
of the Company.

     14.  Governing Law.  This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of
Missouri, without reference to the conflict of laws rules of such State.
The parties (a) agree that any action, suit or other proceeding initiated
by either party pursuant to or in connection with this Agreement shall be
brought in a State or Federal court situated in the City or County of St.
Louis, Missouri, and (b) irrevocably submit to the jurisdiction of any such
court in any such action, suit or proceeding.

     15.  Binding Effect and Assignment.  The rights and obligations under
this Agreement shall inure to and be binding on the Company and its
respective successors and assigns and the rights and obligations under this
Agreement shall inure to and be binding upon Employee and his legal
representatives, legatees and heirs.  This Agreement may not be assigned by
either party hereto without the prior written consent of the other party.

     16.  Further Assurances.  The parties hereto agree to execute and
deliver such further instruments and documents as may be reasonably
necessary in order to fully effectuate the purpose and intent of this
Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.



Alan D. Miller, Employee


                                   EDISON BROTHERS STORES, INC.,
                                   on its own behalf and on
behalf of its subsidiaries


                                   By:
Title:


                                   By:
                                   Title: