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| ## Comptroller of the Currency                                        |
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| > Administrator of National Banks                                     |
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Comptroller of the Currency

2345 Grand Boulevard, Suite 700

Kansas City, MO 64108

March 10, 2003 **Conditional Approval #581**

##### April 2003

Mr. Richard A. Cohen

Vice President/Secretary

May National Bank of Ohio

c/o The May Department Stores Co.

611 Olive Street, Suite 1750

St. Louis, Missouri 63101-1799

Re: Application to merge May National Bank of Arizona, Phoenix, Arizona
with and into

May National Bank of Ohio, Lorain, Ohio under the charter and title of
the latter

Application Control Number: 2003-MW-02-0002

Charter Number: 21922

Dear Mr. Cohen:

This is to inform you that on this date the Office of the Comptroller of
the Currency (OCC) conditionally approved your proposal to merge May
National Bank of Arizona, Phoenix, Arizona with and into May National
Bank of Ohio, Lorain, Ohio under the charter and title of the latter.

This approval is conditioned upon, prior to consummation, May National
Bank of Ohio and May Department Stores Co. entering into a binding
written agreement setting forth May Department Stores Co.'s commitment
to provide capital maintenance and liquidity support to the bank, if and
when necessary. The terms and provisions of this capital and liquidity
maintenance agreement and any amendments thereto must be acceptable to
the bank, subject to the OCC's right to raise a supervisory objection,
and, if deemed necessary, shall include a provision for collateral to
support those obligations. The agreement may not be modified or
terminated without prior notice to, and right to raise a supervisory
objection by, the OCC, and,

This approval is also subject to the condition that May National Bank of
Ohio: (i) shall give ADC for Credit Card Banks, Cynthia Wilson, sixty
(60) days prior written notice of the bank's intent to significantly
deviate or change from its business plan or operations[^1] and (ii)
shall obtain the OCC's written determination of no objection before the
bank engages in any significant deviation or change from its business
plan or operations.

These conditions are enforceable under 12 USC §1818.

This conditional approval is granted based on a thorough review of all
information available, including commitments and representations made in
the application and the merger agreement and those of your
representatives.

The Bank Merger Act requires the OCC to consider, "\...the effectiveness
of any insured depository institution involved in the proposed merger
transaction in combating money Mr.

Richard A. Cohen

2003-MW-02-0002

Page Two

laundering activities, including overseas branches." We have considered
this factor and believe the approval of this transaction is consistent
with that statutory provision.

As a reminder, the district office must be advised in writing in advance
of the desired effective date for the merger, so that the OCC may issue
the necessary certification letter. The effective date must be on or
after the date of this letter and any other required regulatory
approval.

If the merger is not consummated within one year from the approval date,
the approval shall automatically terminate, unless the OCC grants an
extension of the time period.

This approval, and the activities and communications by OCC employees in
connection with the filing, do not constitute a contract, express or
implied, or any other obligation binding upon the OCC, the U.S., any
agency or entity of the U.S., or an officer or employee of the U.S., and
do not affect the ability of the OCC to exercise its supervisory,
regulatory and examination authorities under applicable law and
regulations. The foregoing may not be waived or modified by any employee
or agent of the OCC or the U.S.

If you have questions, please contact NBE/Senior Licensing Analyst
Stephen A. Lybarger at

\(816\) 556-1860.

Sincerely,

Ellen Tanner Shepherd

Ellen Tanner Shepherd

Licensing Manager

[^1]: If such deviation is the subject of an application filed with the
    OCC, no separate notice to the supervisory

    office is required.