<PAGE>                 EMPLOYMENT AGREEMENT

 This Agreement is entered into as of the [first day of the
Contract Term] between THE MAY DEPARTMENT STORES COMPANY ("May")
and [name] (generally referred to as "you").

1. Employment.  (a)  May will employ you and you will provide
personal services to May, from [start date] to [end date] (the
"Contract Term") as [position] and/or perform such other
executive duties as may be required of you by May.  You represent
that you are not subject to any other employment agreement or
other obligation that would prevent you from performing or would
interfere with your ability to perform your obligations under
this Agreement.

 (b)  May will pay you basic compensation for your services at
the annual rate of [annual rate], payable semi-monthly.  The
annual rate will be subject to review by May each year and may be
increased but not decreased.  If you are selected to participate
in a May bonus plan (the "Incentive Plan"), you will be entitled
to the awards, if any, that may be payable under the terms of the
Incentive Plan.  You may elect to have all or any part of your
compensation paid under the terms of any applicable deferred
compensation plan.

 (c)  May will reimburse you for all reasonable normal expenses
you incur in accordance with May's employee expense reimbursement
policies.

 (d)  If you continue as a May employee after the Contract Term
expires, this Agreement will continue in full force, except that
your employment will then become terminable "at will" by either
you or May.

 (e)  The most recent Executive Compensation Change Memorandum,
as initialed by May and by you, is incorporated by reference and
is a part hereof.

 (f)  May provides to its executives certain employee benefit
plans and fringe benefits.  May reserves the right to amend,
modify or terminate any of these plans and benefits.  You will be
entitled to whatever benefits may be provided to you in
accordance with the terms of these plans and benefits, as amended
from time to time.

<PAGE>

2. Your Duties.  For the remaining period of the Contract Term
and for any period you may continue to work for May after the
Contract Term expires,

 (a) you will (i) faithfully and diligently perform your duties
in accordance with May's directions and serve May to the best of
your ability; (ii) devote your undivided time and attention to
May's business, subject to reasonable vacations in accordance
with May's vacation policy, to such extent as may be reasonably
necessary for you to perform your personal services properly; and
(iii) maintain your residence in [principal city] or within
reasonable access to the business activities of May in that city;
and

 (b) you will not (i)  engage in any activity that conflicts
with or adversely affects your performance of your duties under
this Agreement; (ii) accept any other employment, whether as an
executive, as a consultant or in any other capacity, whether or
not you are compensated therefor, or (iii) violate any of the
policies described in May's then applicable Policy of Business
Conduct.

3. Disability.  You will be "Totally Disabled" if you are
unable to substantially fulfill the normal duties of your
position under this Agreement.  If you remain Totally Disabled
for more than 180 days during any 360 day period, May may
terminate its obligations under this Agreement by giving you
written notice.  If May does so, your employment will terminate
on the last day of the month in which notice is given.  If you
have previously elected to participate in May's Long Term
Disability Plan, then the terms of that plan will apply.

4. Termination of Employment.  (a)  If your employment
terminates because of your death or Total Disability or your
voluntary termination of employment or if it is terminated by May
for Cause, (i) you will not be entitled to receive basic
compensation and employee benefits following your termination or
any other payment or benefit except as expressly provided herein
or in any applicable employee benefit plan or arrangement; and


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<PAGE>

(ii) you (or your legal representative(s)) will be entitled to
receive any incentive compensation payable under the terms of the
Incentive Plan.

 (b) If your employment terminates because of your voluntary
termination of employment, or if it is terminated by May for
Cause, then your obligations under this Agreement, including
those contained in Paragraphs 5 through 13, remain in full force
and effect, and May will be entitled to all legal and equitable
rights and remedies under this Agreement.

 (c)  If your employment is terminated by May without Cause,
then

  (i) your obligations under this Agreement, including those
 contained in Paragraphs 5 through 13, remain in full force and
 effect, and May will be entitled to all legal and equitable
 rights and remedies under this Agreement; and

  (ii) you will be entitled to your basic compensation and the
 other benefits provided for in Paragraph 1(f) for the
 remaining period of the Contract Term, subject to the
 provisions of Paragraph 4(c)(v); and

  (iii) you will be entitled to any incentive compensation
 payable under the terms of the Incentive Plan; and

  (iv) you will be entitled to post-termination benefits payable
 under May's employee benefit plans, including any right to
 participate in May's medical plans under COBRA, based on your
 service up to the termination date; and

  (v) you will use your best efforts to obtain other employment
 consistent with the terms of Paragraph 5.  If you accept other
 employment, you will promptly notify May of the compensation
 receivable or which you expect to receive from that employment
 that is attributable to the remaining period of the Contract
 Term.  All basic compensation otherwise payable under
 Paragraph 4(c) (except pursuant to Paragraph 4(c)(vi)) for any
 remaining period of the Contract Term will be reduced by the
 amount of any compensation receivable or which you expect to
 receive from your subsequent employment; and
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<PAGE>

  (vi) notwithstanding the foregoing, the minimum amount payable
 to you upon your termination shall be your basic compensation
 for the period during which your post-termination obligations
 under Paragraph 5 are in force.

 (d)  "Cause" in this Agreement means (i) an intentional act of
fraud, embezzlement, theft or any other material violation of law
that occurs during or in the course of your employment with May;
(ii) intentional damage to May's  assets; (iii) intentional
disclosure of May's confidential information contrary to May's
policies; (iv) breach of your obligations under this Agreement;
(v) intentional engagement in any competitive activity which
would constitute a breach of your duty of loyalty or of your
obligations under this Agreement; (vi) intentional breach of any
of May's policies; (vii) the willful and continued failure to
substantially perform your duties for May (other than as a result
of incapacity due to physical or mental illness); or (viii)
willful conduct by you that is demonstrably and materially
injurious to May, monetarily or otherwise.  For purposes of this
Paragraph 4(d), an act, or a failure to act, shall not be deemed
"willful" or "intentional" unless it is done, or omitted to be
done, by you in bad faith or without a reasonable belief that
your action or omission was in the best interest of May.  Failure
to meet performance standards or objectives, by itself, does not
constitute "Cause".  "Cause" also includes any of the above
grounds for dismissal regardless of whether May learns of it
before or after terminating your employment.

 (e) In addition to any other remedies, May can offset any
amount due to you as wages, compensation, bonus, deferred
compensation or otherwise by any unpaid amount which you owe to
May.

5. Avoiding Conflict of Interest.   (a)  At all times while you
are employed by May and for two years after your employment
terminates, you will not directly or indirectly:

  (i) own, manage, operate, finance, join, control, advise,
 consult, render services to, have an interest or future
 interest in or participate in the ownership, management,

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<PAGE>

 operation, financing or control of, or be employed by or
 connected in any manner with any Competing Business;

  (ii) solicit for employment, hire or offer employment to, or
 otherwise aid or assist (by disclosing information about
 employees or otherwise) any other person or entity other than
 May or a May subsidiary in soliciting for employment, hiring
 or offering employment to, any employee of May or a May
 subsidiary; or

  (iii) take any action which is intended to harm May or its
 reputation, or that May reasonably concludes could harm May or
 its reputation or lead to unwanted or unfavorable publicity
 for May.

Ownership of an investment of less than the greater of $25,000 or
1% of any class of equity or debt security of a Competing
Business will not be deemed ownership or participation in
ownership for purposes of Paragraph 5(a).

 (b)  "Competing Business" includes, but is not limited to,

  (i) any (x) retail department store, specialty store or other
 retail business that sells goods or merchandise of the types
 sold in May's (or its subsidiaries' or divisions') stores at
 retail to consumers or (y) any group of such stores or
 businesses or any other business that (A) competes (for
 customers, suppliers, employees or any other resource) with
 May or a May subsidiary, division or store; (B) is located in
 the United States or another country where May or a May
 subsidiary or division operates a store or stores; and (C) had
 annual gross sales volume or revenues (including sales in
 leased departments) in the prior fiscal year of more than $25
 million or is reasonably expected to have gross sales volume
 or revenues in either of the current fiscal year or the next
 following fiscal year of more than $25 million; or

  (ii) any business that provides buying office services to any
 store or group of stores or businesses referred to in
 Paragraph 5(b)(i); or


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<PAGE>

  (iii) any business in the United States or another country
 where May or a May subsidiary or division operates a store or
 stores in which your duties and functions would be
 substantially similar to your duties and functions under this
 Agreement and that is in material competition with May or a
 May subsidiary or division.

 (c) You agree that the restrictions set forth above are
reasonable, appropriate and enforceable because:

  (i)  May is one of the leading retail companies in the United
 States, with department stores throughout the United States;

  (ii) as an integral part of its business, May has expended a
 great deal of time, money and effort to develop and maintain
 confidential, proprietary and trade secret information to
 compete against similar businesses; this information, if
 misused or disclosed, could be very harmful to May's business
 and its competitive position in the marketplace;

  (iii) your  position with May provides you with access to
 May's confidential and proprietary trade secret information,
 strategies and other confidential business information that
 would be of considerable value to a Competing Business;

  (iv)  May compensates its executives and other associates to,
 among other things, develop and maintain valuable goodwill and
 relationships on May's behalf and to develop and maintain
 business information for May's exclusive ownership and use;

  (v)  long-term customer and supplier relationships are
 difficult to develop and maintain and require a significant
 investment of time, effort and expense;

  (vi)  May is entitled to appropriate safeguards (x) to ensure
 that you do not use any confidential information given to you
 during your employment by May or take any other action that
 could result in a loss of May's goodwill developed on May's
 behalf and at its expense, and (y) to prevent you and/or any
 Competing Business from having an unfair competitive advantage
 over May;

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<PAGE>

  (vii) the amount of compensation and benefits you receive from
 May is based in considerable part on your express agreement to
 refrain from competing with May and to maintain the
 confidentiality of May's proprietary information in accordance
 with the terms of this Agreement;

  (viii) the limited time period during which you have agreed
 not to compete with May after leaving May's employment, the
 limited scope of the restriction and the limited prohibition
 on your activities are reasonable to ensure that May's
 confidential current and long-term business methods,
 strategies and plans are not made available to its
 competitors; and

  (ix) on balance, in light of your training and background, the
 restrictions will not pose an undue hardship on you.

 (d) If you engage in any activity which would violate your
obligations under this Agreement (including this Paragraph 5) and
which involves another person or employer or a Competing
Business, you will disclose your obligations under this Agreement
to that other person, employer or Competing Business.

 (e) Any time during which you violate any of these
restrictions will not be counted in determining the time during
which the restrictions apply.  For example, if you were to join a
Competing Business in violation of the restrictions in Paragraph
5(a) and work for that business for a month before a court
enjoined this violation, then the time period of the restriction
would begin when the injunction was issued and the month during
which you violated the restriction would not be included in the
time that the restriction is to apply.

6. Preservation of Confidential Information.  (a) You will not,
at any time, directly or indirectly, use or disclose any of May's
Confidential Information except as authorized and within the
scope of your employment with May.

 (b)  At May's request and/or on termination of your employment
with May, you will return to May all documents, records,

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<PAGE>

notebooks, computer diskettes and tapes and anything else
containing May's Confidential Information, including all copies
thereof, as well as any other May property, in your possession,
custody or control.  You will also delete from your own computer
or other electronic storage medium any of May's proprietary or
confidential information.  Not later than 20 days after your
employment is terminated, you will certify in writing to May that
you have complied with these obligations.

 (c)  During your employment with May and thereafter, you will
(i) notify and provide May immediately with the details of any
unauthorized possession, use or knowledge of any of May's
Confidential Information, (ii) assist in preventing any
reoccurrence of this possession, use or knowledge, and (iii)
cooperate with May in any litigation or other action to protect
or retrieve May's Confidential Information.

 (d)   "Confidential Information" means any non-public
information pertaining to May's business. Confidential
Information includes information disclosed by May to you, and
information developed or learned by you during the course of or
as a result of your employment with May, which you also agree is
May's property.  You further agree that any item of intellectual
or artistic property generated or prepared by you, by yourself or
with others, in connection with your employment by May is May's
sole property and shall remain so unless May otherwise
specifically agrees in writing.  Confidential Information
includes, without limitation, information and documents
concerning May's processes; suppliers (including May's terms,
conditions and other business arrangements with suppliers);
supplier and customer lists; advertising and marketing plans and
strategies; profit margins; seasonal plans, goals, objectives and
projections; compilations, analyses and projections regarding
May's divisions, stores, product segments, product lines,
suppliers, sales and expenses; files; trade secrets and patent
applications (prior to their being public); salary, staffing and
employment information (including information about performance
of other executives); and "know-how," techniques or any technical
information not of a published nature relating, for example, to
how May conducts its business.


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<PAGE>

 (e) You agree that you will not disclose to May or use, or
induce May to use, any proprietary information, trade secret or
confidential business information of any other person or entity,
including any previous employer of yours.  You also represent
that you have returned all property, proprietary information,
trade secret and confidential business information belonging to
any prior employer.

7. Automatic Amendment by Court Order and Interim Enforcement.
(a)  If a court determines that, but for the provisions of this
Paragraph 7, any part of this Agreement is illegal, void as
against public policy or otherwise unenforceable, then the
relevant part will automatically be amended to the extent
necessary to make it sufficiently narrow in scope, time and
geographic area to be legally enforceable.  All other terms will
remain in full force and effect.

 (b)  If you raise any question as to the enforceability of any
part or terms of this Agreement, including, without limitation,
Paragraphs 5 and 6, you specifically agree that you will comply
fully with this Agreement unless and until an appropriate court
designated in Paragraph 13 has entered a final judgment to the
contrary.

 (c)  You agree that the restrictions in Paragraphs 5 and 6
will apply regardless of the manner in which your employment with
May is terminated, whether voluntarily, for Cause, without Cause
or otherwise.

8. Equitable and Legal Remedies.  (a)  May and you shall each
be entitled to pursue all legal and equitable rights and remedies
to secure performance of their respective obligations and duties
under this Agreement, unless otherwise expressly provided herein,
and enforcement of one or more of these rights and remedies will
not preclude May or you from pursuing any other rights and
remedies.

 (b)  You acknowledge and agree that the individualized
services and capabilities that you will provide to May under this
Agreement are of a personal, special, unique, unusual,
extraordinary and intellectual character.
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<PAGE>

 (c)  You acknowledge and agree that the restrictions in this
Agreement are reasonable to protect May's rights under this
Agreement and to safeguard May's Confidential Information.  You
expressly consent to injunctive and other equitable relief.
Without limiting the foregoing, if you breach or threaten to
breach your obligations under Paragraphs 5 or 6, you consent to
entry of a temporary, preliminary and/or permanent injunction
enjoining you from breaching those obligations.

 (d)  If any legal proceeding is instituted, neither you nor
May will be entitled to seek or obtain punitive or exemplary
damages of any kind from the other or, in your case, from May's
subsidiaries or divisions, or from the officers, directors or
employees of May, its subsidiaries or divisions, or to seek or
obtain damages or compensation for emotional distress.  Nothing
herein shall preclude an award of compensatory and punitive
damages against any other third party.

 (e)  If you terminate your employment voluntarily or if your
employment is terminated by May for Cause, you will be liable for
all attorneys' fees and costs incurred by May in seeking to
enforce its rights under this Agreement.

9. Entire Understanding.  The entire understanding and
agreement between you and May has been incorporated into this
Agreement, and this Agreement supersedes any other agreements and
understandings between you and May with respect to your
employment by May.  There are no other promises, representations,
understandings or inducements other than those specifically set
forth in this Agreement.  This Agreement may not be altered,
amended or added to except in a single writing signed by both you
and May.

10.  Arm's Length.  This Agreement was entered into at arm's
length, without duress or coercion, and is to be interpreted as
an agreement between two parties of equal bargaining strength.
Both you and May agree that this Agreement is clear and
unambiguous as to its terms, and that no parol or other evidence
will be used or admitted to alter or explain the terms of this
Agreement, but that it will be interpreted based on the language

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<PAGE>

within its four corners in accordance with the purposes for which
it is entered into.

11.  Successors and Assigns.  This Agreement will inure to the
benefit of, and will be binding upon, May, its successors and
assigns and you and your heirs, successors and assigns; provided,
however, that, because this is an agreement for the personal
services, you cannot assign any of your obligations under this
Agreement to anyone else.  May may assign its obligations under
this Agreement to a May subsidiary; any assignment, however, will
not relieve May of any of its obligations hereunder except to the
extent that they are actually discharged by the subsidiary.
Whenever this Agreement refers to May, that reference includes
any of May's subsidiaries or divisions in existence at any time
during which this Agreement governs the conduct of you and May.

12.  Signing this Agreement.  This Agreement may be executed in
counterparts, in which case each of the two counterparts will be
deemed to be an original and the final counterpart will be deemed
to have been executed in St. Louis, Missouri.

13.  Missouri Law Governs.  This Agreement has been executed by
May at May's corporate headquarters and principal executive
offices in St. Louis, Missouri.  May and you agree that your
relationship with May is centered in St. Louis, Missouri and that
the weight of your contacts with and obligations to May is also
in St. Louis, Missouri.  Any questions or other matter arising
under this Agreement, whether of validity, interpretation,
performance or otherwise, will therefore be governed by and
construed in accordance with the laws of the State of Missouri
applicable to agreements made and to be performed in Missouri
without regard to Missouri's choice of law rules.  All actions
and proceedings arising out of or relating directly or indirectly
to this Agreement will be filed and litigated exclusively in any
state court or federal court located in the City or County of St.
Louis, Missouri.  May and you expressly consent to the
jurisdiction of these courts, agree that venue is proper is these
courts and consent to service of process made upon the Secretary
of State of the State of Missouri or at your last known address
in May's records.

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<PAGE>

 BY SIGNING THIS AGREEMENT, YOU HEREBY CERTIFY THAT YOU (A)
HAVE RECEIVED A COPY OF THIS AGREEMENT TO REVIEW AND STUDY BEFORE
SIGNING IT; (B) HAVE READ THIS AGREEMENT CAREFULLY BEFORE SIGNING
IT; (C) HAVE HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING IT TO ASK
ANY QUESTIONS ABOUT IT AND HAVE RECEIVED SATISFACTORY ANSWERS TO
ALL YOUR QUESTIONS; (D) HAVE HAD AN OPPORTUNITY TO DISCUSS IT
WITH YOUR OWN LEGAL COUNSEL AND TO BE ADVISED AS TO ITS TERMS AND
YOUR OBLIGATIONS AND RIGHTS UNDER IT, AND (E) UNDERSTAND YOUR
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.

 IN WITNESS WHEREOF, this Agreement has been executed by you
and then by May in St. Louis, Missouri on the dates shown below,
but effective as of the date and year first above written.


Date:
                                   Executive

                                   THE MAY DEPARTMENT STORES
                              COMPANY


Date:                              BY:




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