<PAGE> 1
                                                                   EXHIBIT 10.5




                               KELLWOOD COMPANY
                     EXECUTIVE DEFERRED COMPENSATION PLAN
                     ------------------------------------

                 (Adopted and Effective as of January 1, 1997)










                            McDermott, Will & Emery
                               Chicago, Illinois



<PAGE> 2

                                   ADOPTION
                                   --------
                                      OF
                                      --
             KELLWOOD COMPANY EXECUTIVE DEFERRED COMPENSATION PLAN
             -----------------------------------------------------


WHEREAS, KELLWOOD COMPANY (the "Company") desires to provide deferred
compensation benefits to certain employees of the Company and its subsidiaries
by adopting an unfunded plan maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly-compensated
employees, as described in Sections 201(2), 301(a)(3), and 401(a)(1) of the
Employee Retirement Income Security Act of 1974 and in the form attached
hereto;


NOW, THEREFORE, the Company, acting through its duly authorized
representative, hereby adopts the attached plan, entitled the KELLWOOD COMPANY
EXECUTIVE DEFERRED COMPENSATION PLAN, effective as of January 1, 1997.


                              KELLWOOD COMPANY



                              By /s/ Leon M. McWhite
                                 --------------------------------------


Dated: 12/3/96





<PAGE> 3
<TABLE>
                               TABLE OF CONTENTS
                               -----------------
<CAPTION>


                                                                   PAGE
                                                                   ----
      <S>                                                             <C>
      SECTION 1                                                       1
            Introduction                                              1
               The Plan, the Company                                  1
               Employers                                              1
               Purpose                                                1
               Plan Administration                                    1

      SECTION 2                                                       2
            Eligibility for Participation                             2
               Covered Employee                                       2
               Eligibility                                            2
               Period of Participation                                2

      SECTION 3                                                       2
            Benefits                                                  2
               Intent                                                 2
               Compensation Deferral Contributions                    2
               Separate Accounts; Interest                            3
               Compensation                                           3
               Time of Distribution                                   4
               Acceleration of Payments                               4
               Change in Control                                      4

      SECTION 4                                                       5
            Beneficiaries, Funding                                    5
               Plan Beneficiary                                       5
               Funding                                                5

      SECTION 5                                                       5
            General Provisions                                        5
               Employment Rights                                      5
               Interests Not Transferable                             5
               Controlling Law                                        5
               Gender and Number                                      6
               Action by the Company                                  6
               Successor to the Company or Any Other Employer         6
               Facility of Payment                                    6
               Tax Withholding                                        6
               Statement of Accounts                                  6

      SECTION 6                                                       7
            Amendment and Termination                                 7

                                    -i-
<PAGE> 4
                                                                   PAGE
                                                                   ----
      <S>                                                             <C>
      SECTION 7                                                       7
            Claims and Review                                         7
               Claims Procedure                                       7
               Review Procedure                                       7
</TABLE>


                                    -ii-
<PAGE> 5
             KELLWOOD COMPANY EXECUTIVE DEFERRED COMPENSATION PLAN
             -----------------------------------------------------

                                   SECTION 1
                                   ---------

                                 Introduction
                                 ------------



1.1.  The Plan, the Company.  KELLWOOD COMPANY (the "Company") hereby
---------------------------
establishes the KELLWOOD COMPANY EXECUTIVE DEFERRED COMPENSATION PLAN (the
"Plan"), effective as of January 1, 1997 (the "Effective Date").


1.2.  Employers.  The Company and each other organization that is an
---------------
employer under KELLWOOD COMPANY RETIREMENT SAVINGS PLAN ("401(k) Plan") shall be
an "Employer" under this Plan unless specified to the contrary by the Company
by writing filed with the Plan Administrator.


1.3.  Purpose.  The purpose of this Plan is to provide to eligible employees
-------------
the opportunity to defer the receipt of current earnings in accordance with
the terms hereof.

This Plan is an unfunded plan maintained primarily for the purpose of
providing deferred compensation for a select group of management or
highly-compensated employees, as such plans are described in Sections 201(2),
301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of
1974.  "Contributions" to the Plan are reflected through credits to bookkeep-
ing accounts that are adjusted periodically to reflect hypothetical investment
earnings.  Participants are entitled to receive from the general assets of the
Employers cash payments equal to their account balances, as set forth in the
Plan.


1.4.  Plan Administration.  The Plan is administered by the Kellwood Company
-------------------------
Retirement Savings Plan Committee, or by any successor committee that
administers the 401(k) Plan (such Committee is referred to herein as the "Plan
Administrator").




<PAGE> 6
                                   SECTION 2
                                   ---------

                         Eligibility for Participation
                         -----------------------------


2.1.  Covered Employee.  For any calendar year, a "Covered Employee" means
----------------------
an employee of an Employer under the Plan whose annualized base salary as of the
preceding December 1 (or in the case of a commissioned salesperson, his
annualized calendar compensation for the preceding year based on compensation
through such December 1) exceeds $100,000 (or such greater amount as the Plan
Administrator may determine and announce for any calendar year to reflect cost
of living increases).


2.2.  Eligibility.  Subject to the conditions and limitations of the Plan,
-----------------
an employee of an Employer shall become eligible to enroll in this Plan and
shall become a "Participant" on the first day of the calendar year occurring on
or after the Effective Date on which he is a Covered Employee.


2.3.  Period of Participation.  An employee of an Employer who becomes a
-----------------------------
Participant in this Plan will continue as a Participant in the Plan in
accordance with its provisions until all benefits to which he is entitled
under the Plan have been distributed to him, but may make compensation
deferral contributions only for such period during which he is a Covered
Employee.



                                   SECTION 3
                                   ---------

                                   Benefits
                                   --------


3.1.  Intent.  Commencing on the Effective Date, the provisions of this
------------
Section 3 are intended to allow a Participant to elect to make compensation
deferral contributions.


3.2.  Compensation Deferral Contributions.
-----------------------------------------

      (a)   For any calendar year, a Participant may elect to make a
            compensation deferral contribution from his Compensation in
            increments of $100 per month, but not in excess of $5,000 per
            month.  A Participant's compensation deferral contributions
            under this subsection 3.2 shall be made pursuant to a compensa-
            tion deferral election by which the Participant elects to have
            his Compensation

                                    -2-
<PAGE> 7

            reduced by the amount provided in the election,
            and the Employer shall credit such amount to the Participant's
            account as provided in subsection 3.3.

      (b)   An election shall be filed with the Participant's Employer prior
            to the calendar year to which such contributions relate.

      (c)   A Participant's compensation deferral election under this subsec-
            tion 3.2 shall apply to Compensation otherwise payable during
            the calendar year to which the election specifically relates.

      (d)   Notwithstanding the foregoing, a Participant's compensation
            deferral election automatically shall be revoked for any period
            he ceases, in the sole opinion of the Plan Administrator, to be
            a member of a select group of management or a highly-compensated
            employee.


3.3.  Separate Accounts; Interest.  The Plan Administrator shall maintain
---------------------------------
separate bookkeeping accounts in the name of each Participant to reflect the
Participant's compensation deferral contributions.  As of the last day of each
calendar month, a Participant's accounts shall be adjusted as follows:

      (a)   First, the balance in the Participant's accounts as of the last
            day of the prior month shall be increased, in such manner and at
            such time as the Plan Administrator shall determine on a uniform
            basis, by an amount equal to one-twelfth of the sum of the
            "prime rate" plus 1%.  The prime rate for this purpose shall be
            the rate reported as such in the Wall Street Journal on the
            first business day of December of the calendar year immediately
            preceding the applicable month.

      (b)   Next, deferrals which are made during the month shall be credited
            to accounts, and each January 31 payments made on or about such
            date shall be debited, all in accordance with rules established
            by the Plan Administrator.


3.4.  Compensation.  For purposes of determining a Participant's
------------------
compensation deferral contributions, his Compensation shall mean his base salary
(plus in the case of a commissioned salesperson, his commissions) for the
applicable year.


                                    -3-
<PAGE> 8

3.5.  Time of Distribution.  At the time a Participant first elects to make
--------------------------
a compensation deferral contribution, he shall also elect to receive his account
either in a lump sum or in annual installments over a period not to exceed ten
years.  A lump sum payment shall be made, and installment payments shall
commence, on or about the last business day of January following the calendar
year in which the Participant terminates employment with all Employers.  Each
following installment shall be made on or about the last business day of
January of any succeeding year.  A Participant may change his election made
under this subsection at any time, but no change in election shall be
recognized if it is filed with the Plan Administrator later than the last day
of the calendar year prior to the year in which the Participant terminates
employment with all Employers.


3.6  Acceleration of Payments.  Notwithstanding any other provision of this
-----------------------------
Plan to the contrary, the Company, in its sole discretion, is empowered to
accelerate the payment of Accounts to a Participant at any time or from time
to time, and without a pre-payment penalty, for any reason the Company may
determine to be appropriate.  Neither the Company nor any Employer shall have
any obligation to make any such acceleration for any reason whatsoever.


3.7.  Change in Control.  Notwithstanding the provisions of subsection 3.5,
-----------------------
a Participant's entire account balance shall be paid in a lump sum within 30
days after a Change in Control.  A Change in Control shall occur if: (i) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of
securities of the Company representing 25% or more of the combined voting
power of the Company's then outstanding securities or (ii) during any period
of two consecutive years individuals who at the beginning of the two-year
period were members of the Board of Directors of the Company cease for any
reason to constitute at least a majority of such Board.



                                   SECTION 4
                                   ---------

                            Beneficiaries, Funding
                            ----------------------


4.1.  Plan Beneficiary.  A "Plan Beneficiary" means the person designated by
----------------------
a Participant in writing and filed with the Plan


                                    -4-
<PAGE> 9

Administrator prior to the Participant's death.  If a Participant has not so
designated a person, or if such person predeceases the Participant, the
Participant's Plan beneficiary shall be the person who is designated as the
Participant's beneficiary under the 401(k) Plan, or if no person is so
designated under the 401(k) Plan, the Participant's spouse, if any, or if the
Participant has no spouse at the time of his death, the Plan Beneficiary shall
be determined pursuant to the beneficiary rules contained in the 401(k) Plan.


4.2.  Funding.  The Plan is an unfunded plan.  Benefits payable under this
-------------
Plan to a Participant or his Plan Beneficiary shall be paid directly by the
Employers from their general assets.



                                   SECTION 5
                                   ---------

                              General Provisions
                              ------------------


5.1.  Employment Rights.  Establishment of the Plan shall not be construed
-----------------------
to give any Participant the right to be retained in the employ of the Company or
any other Employer or to any benefits not specifically provided by this Plan.


5.2.  Interests Not Transferable.  Except as to withholding of any tax under
--------------------------------
the laws of the United States or any state or municipality or pursuant to a
valid "domestic relations order," the interests of Participants and their Plan
Beneficiaries in the Plan are not subject to the claims of their creditors and
may not be voluntarily or involuntarily transferred, assigned, alienated or
encumbered.  For purposes of this subsection, a valid domestic relations order
shall mean a state court divorce order or property settlement agreement that
is part of a divorce order that directs payment of all or a portion of a Par-
ticipant's accounts in a lump sum, without interest, to the Participant's
spouse, former spouse or children.  Except in the case of overpayments under
this Plan, any payment to which a Participant or his Beneficiary is entitled
under this Plan shall not be reduced or offset to reflect any amounts the
Participant or Beneficiary owes an Employer or on account of any other reason,
including without limitation the Participant's or Beneficiary's competition
with an Employer, embezzlement of Employer funds, theft of Employer trade
secrets or violation of confidentiality agreements, unless the Participant or
Beneficiary shall consent in writing to such reduction or offset.


                                    -5-
<PAGE> 10

5.3.  Controlling Law.  The laws of Missouri shall be controlling in all
---------------------
matters relating to the Plan.


5.4.  Gender and Number.  Where the context admits, words in the masculine
-----------------------
gender shall include the feminine and neuter genders, the plural shall include
the singular, and the singular shall include the plural.


5.5.  Action by the Company.  Any action required of or permitted by the
---------------------------
Company under the Plan shall be by resolution of the Plan Administrator.


5.6.  Successor to the Company or Any Other Employer.  The term "Company" as
----------------------------------------------------
used in the Plan shall include any successor to the Company by reason of
merger, consolidation, the purchase or transfer of all or substantially all of
the Company's assets, or otherwise.  The term "Employer" as used in the Plan
with respect to the Company or any subsidiary shall include any successor to
that corporation by reason of merger, consolidation, the purchase or transfer
of all or substantially all of the assets of that corporation, or otherwise.
After a Change in Control, as defined in subsection 3.7, the benefits of Par-
ticipants and beneficiaries shall be guaranteed by any entity that, directly
or indirectly, owns 50% or more of the outstanding shares of common stock or
the combined voting power of the Company.


5.7.  Facility of Payment.  Any amounts payable hereunder to any person
-------------------------
under a legal disability or who, in the judgment of the Plan Administrator, is
unable to properly manage his affairs may be paid to the legal representative
of such person or may be applied for the benefit of such person in any manner
which the Plan Administrator may select.  Any payment made in accordance with
the next preceding sentence shall be a full and complete discharge of any
liability for such payment under the Plan.


5.8.  Tax Withholding.  The Employers may withhold for tax purposes
---------------------
(including income tax and FICA) from amounts otherwise payable under this Plan
or from amounts otherwise payable from the Employers to Participants.


5.9.  Statement of Accounts.  The Plan Administrator shall furnish each
---------------------------
Participant with a statement of his accounts under this Plan quarterly or as
otherwise determined by the Plan Administrator.


                                    -6-
<PAGE> 11

                                   SECTION 6
                                   ---------

                           Amendment and Termination
                           -------------------------


Although the Employers expect to continue the Plan, the Company must
necessarily reserve and reserves the right to amend the Plan from time to time
or to terminate the Plan at any time.  However, no amendment of the Plan, nor
the termination of the Plan, may cause the reduction or cessation of any
benefits that were accrued and payable up to the date of such amendment or
termination.  With respect to the preceding sentence, an accrued benefit shall
equal amounts allocated to a Participant's accounts prior to the date of the
amendment or termination of the Plan.  The Company specifically reserves the
right to amend the amount by which accounts are increased pursuant to subpara-
graph 3.3(b), provided that no such amendment shall reduce a Participant's
account determined under subsection 3.3 as of the date of amendment.



                                   SECTION 7
                                   ---------

                               Claims and Review
                               -----------------


7.1.  Claims Procedure.  If a claim for benefits under the Plan is denied in
----------------------
whole or in part, the employee will receive written notification.  The
notification will include specific reasons for the denial, specific reference
to pertinent Plan provisions, a description of any additional material or
information necessary to process the claim and why such material or
information is necessary, and an explanation of the claims review procedure.
If the Plan Administrator fails to respond within 90 days, the claim is
treated as denied.


7.2.  Review Procedure.  Within 60 days after the claim is denied or, if the
----------------------
claim is deemed denied, within 150 days after the claim is filed, an employee
(or his duly authorized representative) may file a written request with the
Plan Administrator for a review of his denied claim.  The employee may review
pertinent documents that were used in processing his claim, submit pertinent
documents, and address issues and comments in writing to the Plan
Administrator.  The Plan Administrator will notify the employee of its final
decision in writing.  In its response, the Plan Administrator will explain the
reason for the decision, with specific references to pertinent Plan provisions
on which the decision was based.  If


                                    -7-
<PAGE> 12

the Plan Administrator fails to respond to the request for review within 60
days, the review is treated as denied.


                                    -8-
<PAGE> 13
                            AMENDMENT
                            ---------
                               OF
                               --
                        KELLWOOD COMPANY
                        ----------------
              EXECUTIVE DEFERRED COMPENSATION PLAN
              ------------------------------------

     WHEREAS, Kellwood Company (the "Company") maintains the
Kellwood Company Executive Deferred Compensation Plan (the
"Plan"); and

     WHEREAS, amendment of the Plan is now considered desirable;

     NOW, THEREFORE, the Company, acting in accordance with
Section 6 of the Plan, hereby amends the Plan effective
January 1, 1997 as follows:

     1.   By substituting the following for subsection 3.2 of the
Plan:

"3.2.  Compensation Deferral Contributions:
------------------------------------------

     (a)  For any calendar year, a Participant may elect to
          make a compensation deferral contribution from his
          Compensation in increments of $100 per month, but
          not in excess of $5,000 per month.  A
          Participant's compensation deferral contributions
          under this subparagraph 3.2(a) shall be made
          pursuant to a compensation deferral election by
          which the Participant elects to have his
          Compensation reduced by the amount provided in the
          election, and the Employer shall credit such
          amount to the Participant's account as provided in
          subsection 3.3.  A Participant's compensation
          deferral election under this subparagraph 3.2(a)
          shall be filed with the Participant's Employer
          prior to the calendar year to which such
          contributions relate and shall apply to
          Compensation otherwise payable during the calendar
          year to which the election specifically relates.

     (b)  For any year, a Participant may elect to make a
          compensation deferral contribution from his Bonus
<PAGE> 14
          in increments of whole percentages of his Bonus
          but not in excess of the lesser of an amount
          designated by the Participant or $60,000.  A
          Participant's compensation deferral contribution
          under this subparagraph 3.2(b) shall be made
          pursuant to a compensation deferral election by
          which the Participant elects to have his Bonus
          reduced by the amount provided in the election,
          and the Employer shall credit such amount to the
          Participant's account as provided in subsection
          3.3.  A Participant's compensation deferral
          election under this subparagraph (b) shall be
          filed with the Participant's Employer prior to the
          calendar year in which begins the period over
          which the Participant earns the Bonus to which the
          election specifically relates.  Notwithstanding
          the above, however, for the Bonus earned during
          the period beginning May 1, 1997 and ending
          April 30, 1998 the election shall be filed no
          later than April 30, 1997; and with respect to a
          Participant who is hired by an Employer during a
          period beginning January 1 ending April 30, the
          election to make a compensation deferral election
          for the Bonus earned beginning in his year of hire
          may be filed by April 30 of the year in which he
          is hired.

     (c)  Notwithstanding the foregoing, a Participant's
          compensation deferral election automatically shall
          be revoked for any period he ceases, in the sole
          opinion of the Plan Administrator, to be a member
          of a select group of management or a highly-
          compensated employee."

     2.   By substituting the following for subsection 3.4 of the
Plan:

"3.4.  Compensation and Bonuses: For purposes of determining a
-------------------------------
Participant's compensation deferral contributions, his
Compensation shall mean his base salary (plus in the case of a
commissioned salesperson, his commissions) for the applicable
year and his Bonus shall mean amounts earned during the
applicable twelve-month period under the Kellwood Company
<PAGE> 15
Executive Bonus Plan or any other similar plan or plans
designated by the Plan Administrator as being included under this
subsection 3.4."

     IN WITNESS WHEREOF, the Company acting through its duly
authorized representative hereby adopts the foregoing amendment
this 18th day of March, 1997.

                            KELLWOOD COMPANY


                             By /s/ Leon M. McWhite
                               ----------------------------------
                               Its Vice President Human Resources
                                   ------------------------------