STAGE STORES, INC. AMENDED AND RESTATED 2003 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN

1.1            PURPOSE OF PLAN .  The purpose of this Plan is to advance the interests of Stage Stores, Inc., a Nevada corporation, and its subsidiaries and affiliates, and to reward, retain and attract non-employee Directors of the Company, to provide non-employee Directors with the opportunity to align their interests with those of the shareholders of the Company, and to enable non-employee Directors to enhance their retirement security by permitting them to enter into annual agreements to defer certain Director fees.

1.2             EFFECTIVE DATE AND TERM .   This Plan was adopted effective May 29, 2003.  The Company hereby amends and restates this Plan effective December 19, 2008.  This Plan shall remain in effect until terminated by action of the Board, or until all Directors have received all amounts to which they are entitled hereunder, if earlier.

1.3             ELIGIBILITY TO PARTICIPATE IN THE PLAN .   Any individual who becomes a Director while this Plan is in effect, and who is not also an employee of the Company, is eligible to participate in this Plan.

1.4             STOCK RESERVED .   The Company shall at all times during the term of this Plan reserve and keep available the number of shares of Common Stock as will be sufficient to satisfy the provisions of this Plan.  There may be issued under this Plan an aggregate of not more than 100,000 shares of Common Stock, subject to adjustment as provided in Section 6.1 of this Plan.  Common Stock issued pursuant to this Plan may be authorized but unissued shares, treasury shares, or any combination thereof.  If any Common Stock issued as Restricted Stock or otherwise subject to repurchase or forfeiture rights is reacquired by the Company pursuant to such rights, or if any Deferred Stock Units are not converted into Common Stock that would otherwise have been issuable under this Plan, such shares of Common Stock relating thereto will be available for issuance under this Plan.  If there is any change in the shares of Common Stock, as by stock splits, reverse stock splits, stock dividends or recapitalization, the number of shares of Common Stock which may be issued under this Plan shall be appropriately adjusted.

2.1             CERTAIN DEFINED TERMS .   For all purposes of this Plan, the terms listed below are defined as follows:

(a)           " Account " has the meaning as set forth in Section 6.5.1 of this Plan.

(b)           " Beneficiary " means the person, persons or legal entity entitled to receive benefits under this Plan which become payable in the event of the Director's death.

(c)           " Board " means the Board of Directors of the Company.

(d)           " Calculation Date " means the first day of a Term Year.

(e)           " Common Stock " means the $0.01 par value common stock of the Company.

(f)           " Company " means Stage Stores, Inc., a Nevada corporation.

(g)           " Deferral " means the annual amount of Total Annual Retainer Fees that a Director elects to defer pursuant to a properly executed written election.

(h)           " Deferred Director Fee Plan " means the plan set forth in Article VI of this Plan whereby the Directors may defer certain director fees under this Plan.

(i)           " Deferred Stock Unit " has the meaning as set forth in Section 6.1 of this Plan.

(j)           " Deferred Stock Unit Amount " has the meaning as set forth in Section 6.1 of this Plan.

(k)           " Director " means a current non-employee member of the Board of Directors of Stage Stores, Inc., or a former non-employee member who retains the rights to benefits under this Plan.

(l)            " Hardship " means a severe financial hardship to the Director resulting from a sudden and unexpected illness or accident of the Director or a dependent of the Director, loss of the Director's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Director.  The circumstances that will constitute a Hardship will depend upon the facts of each case, but, in any case, payment shall not be made in the event that such Hardship is or may be relieved:

(1)           through reimbursement or compensation by insurance or otherwise or

(2)           by liquidation of the Director’s assets, to the extent that liquidation of such assets would not itself cause severe financial hardship,

(m)          " Payment Date " means each date Total Annual Retainer Fees are payable to a Director as set forth in Article III or otherwise, which is currently the first day of each month.

(n)           " Plan " means the Stage Stores, Inc. 2003 Non-Employee Director Equity Compensation Plan as amended and restated by the Stage Stores, Inc. Amended and Restated 2003 Non-Employee Director Equity Compensation Plan set forth herein and as it may be amended from time to time.

(o)           " Plan Administrator " means the individual or committee appointed by the Company to administer the Plan.

(p)           " Plan Year " shall commence on January 1 and end on December 31 of each year.

(q)          " Restricted Stock " means shares of Common Stock granted in accordance with Article IV of this Plan.

(r)           " Separation from Service " means the date a Director ceases to be a member of the Board.  The determination of whether a “Separation from Service” has occurred shall be made in accordance with the meaning of “separation from service” under Section 409A of the Code.

(s)           " Term Year " means the twelve month period beginning on the first day of each term served by a Director, and in the event a term is for two or more years, each twelve month period beginning on the anniversary date of the first day of such term.

(t)           " Total Annual Retainer Fees " means the sum of a Director’s Annual Retainer, Lead Independent Director Retainer, Special Board Meeting Fees, Committee Meeting Fees, Committee Chairman Fee, and such other compensation as the Board may deem appropriate, as applicable.

3.1             ANNUAL RETAINER .   Directors shall receive an Annual Retainer (currently $40,000, but subject to modification), which shall be earned and paid pro rata over their term at the beginning of each month.  The Annual Retainer is intended to compensate the Director for attendance at regularly scheduled quarterly Board meetings as well as periodic consultation and participation in teleconference meetings held for periodic Board updates.

3.2             LEAD INDEPENDENT DIRECTOR RETAINER .   In addition to the Annual Retainer to which all Directors are entitled, the Lead Independent Director shall receive an additional Lead Independent Director Retainer (currently $70,000, but subject to modification), which shall be earned and paid pro rata over his or her term at the beginning of each month.  The Lead Independent Director Retainer is intended to compensate the Lead Independent Director for the additional duties set forth in the Company’s Corporate Governance Guidelines.

3.3            SPECIAL BOARD MEETING FEES.   Directors shall receive a Special Board Meeting Fee (currently $1,500 per meeting, but subject to modification) for their preparation and attendance at special meetings of the Board (may be by teleconference) called for the purpose of specific actions by the Board (consents, resolutions, etc.) and held at times other than in conjunction with regular quarterly meetings of the Board.  No additional meeting fee is to be paid for attendance at regular quarterly board meetings.

3.4            COMMITTEE MEETING FEES .   Directors shall receive (a) a Regular Committee Meeting Fee (currently $1,000 per meeting but subject to modification) for their preparation and attendance at regular quarterly meetings of the Committees on which they serve, and (b) a Special Committee Meeting Fee (currently $1,000 per meeting but subject to modification) for (i) their preparation and attendance at Committee meetings (may be by teleconference) called for the purpose of specific actions by their Committees (consents, resolutions, etc.) and held at times other than in conjunction with regular quarterly meetings of their Committees, and (ii) their preparation and attendance at “ad hoc” Board Committee assignments held at times other than in conjunction with regular quarterly meetings of their Committees or the Board.

3.5             COMMITTEE CHAIRMAN FEE .   The Chairman of each Board Committee shall receive an annual Committee Chairman Fee (currently $15,000 in the case of the Audit Committee and $10,000 in the case of the Compensation and Corporate Governance and Nominating Committees, but subject to modification), which shall be earned and paid pro rata over his or her term at the beginning of each month.

4.1             RESTRICTED STOCK ELECTION .   A Director shall have an option to receive his or her Total Annual Retainer Fees, or a portion thereof, in Restricted Stock.  To exercise this option, a Director must make an election in writing to the Plan Administrator to receive all or a portion of such Total Annual Retainer Fees in the form of Restricted Stock for the upcoming Term Year.  The election must be made during the thirty (30) day period immediately prior to the beginning of each Term Year.  With respect to a new Director, his or her initial election must be made no later than 30 days after the first day of his or her initial term as a Director.  An election, once made, is irrevocable for the applicable period to which it relates.  An election shall remain in force and effect for the applicable period to which such election relates and all subsequent Term Years unless changed during the thirty (30) day period prior to the beginning of a Term Year.

4.2             RESTRICTED STOCK .   The issuance of Restricted Stock in lieu of cash will be made by the Company on such terms and conditions as the Board may establish.  In any event, in order to receive Restricted Stock, a Director must, at a minimum, (a) make a Restricted Stock election as set forth in Section 4.1 above, and (b) execute a Shareholder Agreement by which he or she agrees not to sell any of the Restricted Stock until he or she leaves the Board.  The number of shares of Restricted Stock to be issued to a Director during a Term Year shall be computed as follows:

The amount of a Director’s Total Annual Retainer Fees payable to the Director for the Term Year which such Director has elected to receive as Restricted Stock divided by the average of the high and low prices of the Common Stock for the five trading days prior to the Calculation Date;  provided, however, in the event of an increase in the amount of a Director’s Total Annual Retainer Fees during a Term Year, the number of shares of Restricted Stock to be issued to that Director shall be the increased amount (incremental increase) of the Director’s Total Annual Fees times the portion of the Total Annual Fees which the Director has elected to defer at the beginning of the Term Year divided by the average of the high and low prices of the Common Stock for the five trading days prior to the effective date of the increase, which effective date shall be no less than thirty (30) calendar days after the increase has been approved by the Board.  No fractional shares will be credited.  The excess deferred Total Annual Retainer Fees will be carried over to the next Payment Date for the purpose of computing the number of shares of Restricted Stock to be issued at such subsequent Payment Date.  One-twelfth (1/12) of the number of shares of Restricted Stock so computed shall be issued to the Director on each Payment Date during the Term Year.

The number of shares of Restricted Stock issued to a Director shall be adjusted, as appropriate, to reflect any stock split, any dividend payable in shares of Common Stock, any recapitalization of the Company or any reorganization of the Company.

Any Restricted Stock certificate issued to a Director in lieu of cash shall bear restrictive legends consistent with the terms and conditions established by the Board for the issuance of the Restricted Stock as well as such other restrictive legends as may be required by law or SEC regulation and shall be in a form substantially as follows:

The Shares represented by this Certificate have not been registered under the United States Securities Act of 1933 (the “Act”) and are “restricted securities” as that term is defined in Rule 144 under the Act.  The Shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company.  In addition, the rights and obligations of the holder of this Certificate, and the ability of the holder to transfer the Shares represented by this Certificate, are subject to the terms and conditions of a Shareholder Agreement, a copy of which can be obtained from the Company upon written request.

The amount of any Total Annual Retainer Fees which the Director has designated to be used for the acquisition of Restricted Stock under this Plan shall be credited toward the Director’s obligation to develop and maintain a stock position in the Company with an original investment of at least four times the Annual Retainer within three years of his or her initial election to the Board or as otherwise set forth in the Company’s Corporate Governance Guidelines.

5.1             ANNUAL DEFERRAL ELECTION .   A Director shall have an option to defer his or her Total Annual Retainer Fees, or a portion thereof, under the provisions of Article VI below.  To exercise this option, a Director must