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DEFERRED COMPENSATION PLAN
Section 1.Purpose.
The purpose of this Plan is to provide an additional incentive to
the key employees of The May Department Stores Company and its
subsidiaries to achieve superior performance.

Section 2.Definitions.
(a)  Board means the Board of Directors of May, as hereinafter
defined.

(b)  Committee means the Committee appointed to administer the
Plan, as hereinafter defined, as provided in Section 8 hereof.

(c)  Common Stock means the Common Stock of May, as hereinafter
defined.

(d)  Corporation means May, as hereinafter defined, or any
subsidiary of May which is an employer of an Executive, as
hereinafter defined, who is a Participant, as hereinafter
defined, in the Plan, as hereinafter defined.

(e)  Executive means any individual employed by the Corporation
in an executive capacity who receives regular stated compensation
in respect of such employer-employee relationship other than a
pension, retainer or fee under a contract.

(f)  Fiscal Year means the fiscal year of the Corporation as
established from time to time.

(g)  May means The May Department Stores Company, a Delaware
corporation, its successors and assigns.

(h)  Participant means an Executive who has been designated by
the Committee as eligible, and who has elected to participate in
the Plan, as hereinafter defined.

(i)  Plan means the Deferred Compensation Plan of the
Corporation, as described herein.

(j)  Restricted Stock means shares of Common Stock described in
Section 10 hereof.

(k)  Stock Unit means an accounting equivalent of one share of
Common Stock.




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(l)  Stock Unit Account means an account on the records of the
Corporation in respect of Stock Units which have been and/or may
be allocated to a Participant in the manner hereinafter set
forth.

Section 3.Methods of Payment.
(a)  Except as hereinafter provided, prior to the commencement of
the calendar year that includes the first day of a Fiscal Year,
each Participant shall be afforded the opportunity of making an
election to have any one or more of the following alternative
methods of payment applied to all or a part of any portion (which
such portion shall not exceed one-half, unless specifically
provided for to the contrary in the participant's written
contract of employment) of any compensation of which such
Participant shall be the recipient in respect of his performance
during such Fiscal Year:

     (i)  Alternative (i):  Payment of any such compensation that
     is paid in the form of a bonus on the first day of April
     next following the close of such Fiscal Year or on such
     subsequent date as the amount thereof is ascertainable.

     (ii) Alternative (ii):  Payment thereof at a deferred date
     or dates either in a lump sum or in annual installments, as
     may be determined by the Committee, such payment when made
     to include interest, as hereinafter provided, from the first
     day of April next following the Fiscal Year in respect of
     which the compensation was payable to the date of payment.

     (iii) Alternative (iii): [reserved]

     (iv) Alternative (iv):  Payment thereof at a deferred date
     or dates either in a lump sum or in annual installments, as
     may be determined by the Committee, and either in cash or in
     Common Stock or in both cash and Common Stock, as may be
     determined by the Committee, in respect of Stock Units to be
     allocated to the Participant as hereinafter provided.

If any Participant shall fail to make an election with respect to
any year, he shall be deemed to have elected not to defer any
portion of his compensation for such year.  Notwithstanding the
requirements imposed by this paragraph (a) with respect to the
time by which an election must be made, an employee who is
designated by the Committee as a Participant for the first time
may, within 60 days of such designation, make any election
otherwise permitted under this paragraph (a) with respect to the
Participant's compensation in respect of employment subsequent to
the date on which the election is made.
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(b)  In connection with all determinations to be made by the
Committee as respects Alternative (ii) and, except for the
determination of whether payment thereunder is to be made in cash
or in Common Stock or in both cash and Common Stock (which
determination shall be in the absolute discretion to the
Committee), Alternative (iv), the Participant shall be given an
opportunity at the time he makes his election of indicating his
preferences, which preferences shall be taken into account by the
Committee in making its determinations.  Except as provided in
Section 13 and Section 14 in no event shall payments under
Alternative (ii) or (iv) commence prior to the earliest of the
Participant's retirement, termination of employment or death (or
prior to the occurrence of a severe financial hardship, as
provided below).

The Committee shall make its determination with respect to the
payment schedule (i.e., a lump sum payment or payments in annual
installments) under Alternative (ii) or (iv) prior to the
commencement of the calendar year that includes the first day of
the Fiscal Year for which such alternative is elected.  Except in
the event of a severe financial hardship, as provided below, the
Committee's determination with respect to a payment schedule
shall become irrevocable as of the first day of the calendar year
that includes the first day of the Fiscal Year for which the
determination is made.  However, upon the written request of the
Participant (or if applicable, the beneficiary or distributee)
the payment schedule may be revised by the Committee, in its
absolute discretion, in the event that the Participant (or if
applicable, the beneficiary or distributee) incurs a severe
financial hardship.  Such severe financial hardship must have
been caused by an accident, illness or other event which was
beyond the control of the Participant (or, if applicable, the
beneficiary or distributee); and the Committee shall revise the
payment schedule that it had previously established only to the
extent that the Committee considers necessary to eliminate the
severe financial hardship.  Notwithstanding the requirements
imposed by this paragraph (b) regarding the date by which the
Committee must make a determination with respect to the payment
schedule under Alternative (ii) or (iv) and the date as of which
such determination shall become irrevocable (except in the event
of a severe financial hardship), when a Participant makes an
election pursuant to the last sentence of paragraph (a) of this
Section 3, the Committee shall make its determination with
respect to the payment schedule at any time prior to the date as
of which the Participant's election becomes effective, and its
determination shall become irrevocable (except in the event of a
severe financial hardship) as of such effective date.

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(c)  In the case of a Participant who elects to have all or any
part of his compensation for a particular Fiscal Year paid under
Alternative (iv), Stock Units shall be allocated to such
Participant by crediting the same to his Stock Unit Account, and
the number of Stock Units to be so credited for such Fiscal Year
shall be the sum of the following:

     (i)  the quotient, disregarding fractions, resulting from
     dividing the dollar amount of such portion of the
     Participant's compensation as is to be so applied to
     Alternative (iv) by the average closing price of the Common
     Stock on the New York Stock Exchange during the month of
     February ending in the Fiscal Year next following the Fiscal
     Year in respect of which such compensation was payable; plus

     (ii) the quotient, disregarding fractions, resulting from
     dividing the aggregate dollar amount of cash dividends which
     would have been paid to the Participant during such Fiscal
     Year had the Stock Units standing in his Stock Unit Account
     from time to time during such Fiscal Year been shares of
     Common Stock by the average closing price of the Common
     Stock on the New York Stock Exchange during the month of
     February ending in the year next following such Fiscal Year;
     plus

     (iii) the number of shares of Common Stock, disregarding
     fractions, which would have been received by the Participant
     as stock dividends during such Fiscal Year had the Stock
     Units standing in his Stock Unit Account at the date or
     dates of payment of such stock dividend(s) been shares of
     Common Stock.

Any allocation of Stock Units to a Participant's Stock Unit
Account required to be made pursuant to this paragraph (c) shall
be made as of the first day of April next following the Fiscal
Year in respect of which such compensation was payable or such
dividends were paid, as the case may be.  The aggregate value of
the fraction or fractions remaining after making the applicable
calculations referred to in subparagraphs (c)(i), (c)(ii) and
(c)(iii) of this Section 3 (based upon the average closing price
of Common Stock on the New York Stock Exchange during the month
of February next preceding such month of April), shall not be
converted into Stock Units but shall be allocated and added to
the amount elected by the Participant to be paid to him under
Alternative (ii) above, or, if the Participant shall have made no
such election under Alternative (ii), then such remaining amount
shall be paid to the Participant as if he had made an election
under Alternative (i) above to be so paid.
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(d)  Notwithstanding the provisions of Section 3(c) to the
contrary, in the event of a recapitalization of May pursuant to
which the outstanding shares of Common Stock shall be changed
into a greater or smaller number of shares (including, without
limitation, a stock split or a stock dividend of 25% or more of
the number of outstanding shares of Common Stock), the number of
Stock Units credited to a Participant's Stock Unit Account shall
be appropriately adjusted as of the effective date of such
recapitalization.

(e)  Interest to be paid under Alternative (ii) shall be credited
annually as of April 1 of each year and shall be at the following
rates:

     (i)  to and including March 31, 1974, the rate shall be 3%,
     compounded annually, and

     (ii) after March 31, 1974, the rate shall be equal to the
     average yield on long-term United States Government Bonds
     (as determined by the Board of Governors of the Federal
     Reserve Board and published in the Federal Reserve Bulletin)
     for the calendar year prior to said April 1, compounded
     annually, provided, however, that if the method of
     calculation of such average yield shall be changed, or if
     the determination and/or the publication thereof be
     discontinued, then the Committee shall substitute therefor
     such alternative method of determining such interest rate as
     it, in its discretion, shall deem appropriate.

(f)  Prior to the commencement of a specified period of time, the
Corporation may credit a Participant with a bonus ("Contingent
Bonus") with respect to his employment during such period of
time.  The Contingent Bonus will be subject to forfeiture for
such period as the Committee may determine and upon such terms
and conditions as the Committee may establish, either by adopting
resolutions of general applicability or by making individual
determinations on a case-by-case basis.  Prior to the date on
which a Contingent Bonus is credited with respect to a
Participant, the Committee will give the Participant an
opportunity to elect that one or more of the alternative methods
of payment provided for in Section 3(a)(ii) and (iv) shall be
applied to all or a portion of such Contingent Bonus, both with
respect to the period during which the Contingent Bonus is
forfeitable and with respect to the period after the forfeiture
provisions lapse.  The forfeiture provisions that are applied to
a Contingent Bonus in accordance with this paragraph (f) shall
also be applicable to any increments thereon under Alternative
(ii) or (iv).  In the event that no election is made with respect
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to a Contingent Bonus (or portion thereof) for the period after
the forfeiture provisions lapse, then such Contingent Bonus (or
portion thereof) shall be distributed under Alternative (i) upon
the lapse of the forfeiture provisions.

Section 4.Limitation of Stock Units.
In no event shall the aggregate number of Stock Units allocated
under this Plan in respect of compensation for any Fiscal Year
exceed a number equal to 1/2 of 1% of the total number of shares of
Common Stock outstanding at the close of such Fiscal Year
(inclusive of any Restricted Stock then outstanding).

Section 5.Distribution from the Stock Unit Account.
(a)  Distribution from a Participant's Stock Unit Account shall
be made in accordance with the determinations made by the
Committee, as in this Plan provided.  Stock Units shall be
adjusted from time to time in accordance with this Plan until all
distributions to which a Participant is entitled hereunder shall
have been made.

(b)  If the Committee determines that distribution to a
Participant is to be made in annual installments, the Committee
may determine from time to time whether each particular
installment shall be distributed in cash or in Common Stock or in
both cash and Common Stock.

(c)  If the Committee determines that a distribution to a
Participant is to be made in a lump sum in Common Stock, the
number of shares of Common Stock to be so distributed to such
Participant shall equal the number of Stock Units then in his
Stock Unit Account.  For the purpose of determining the number of
shares of Common Stock to be distributed on a particular annual
installment distribution date, the Committee shall make its
calculations as if that annual installment and all subsequent
annual installments were in fact to be made in shares of Common
Stock, as follows:  the number of shares of Common Stock which
would be then so distributable, except in the case of the last
distribution, shall be equal to the product, disregarding
fractions, of the total number of Stock Units then credited to
the Participant's Stock Unit Account, multiplied by a fraction,
the numerator of which shall be one and the denominator of which
shall be the number of remaining installments; and in the case of
the last distribution, shall be the number of shares of Common
Stock equal to the Stock Units then remaining in the
Participant's Stock Unit Account.  The Participant's Stock Unit
Account shall be decreased by one Stock Unit for each share of
Common Stock distributed to a Participant.

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(d)  If the Committee determines that a particular distribution
to a Participant is to be made in cash, a computation shall first
be made of the number of shares of Common Stock which would then
be distributable pursuant to paragraph (c) of this Section 5 if
such distribution were to be made in shares of Common Stock.  The
number of shares thus determined shall then be converted into
cash in respect of each such distribution by valuing such shares
at the average closing price of the Common Stock on the New York
Stock Exchange during the month of February next preceding the
date of such distribution, and the resulting amount of cash shall
be distributed to the Participant.  The Participant's Stock Unit
Account shall then be decreased by one Stock Unit for each share
of Common Stock which would have been distributed to the
Participant had such cash distribution been made in shares of
Common Stock.

(e)  If the Committee determines that a distribution is to be
made in part in Common Stock and in part in cash, paragraphs (c)
and (d) of this Section 5 shall be applied separately to the
respective parts of such distribution and to the respective parts
of the Stock Unit Account with respect to which the distribution
is to be made.

Section 6.Death of Participant.
In the event of the death of a Participant prior to complete
distribution under Alternatives (ii) and/or (iv) hereof, all cash
and/or Stock Units then remaining undistributed, or which shall
thereafter become distributable to him pursuant to such
Alternatives, shall be distributed to such beneficiary as the
Participant shall have designated in writing to the Corporation,
or, in the absence of such designation, to his personal
representative.  Such distribution shall be made at such date or
dates either in a lump sum or in annual installments, as may be
determined by the Committee prior to the beginning of the
calendar year that includes the first day of the Fiscal Year for
which alternative is elected (or, where applicable, the date
specified by the last sentence of Section 3(b)); provided,
however, that in the event of a severe financial hardship, the
Committee may subsequently revise its determination in accordance
with the applicable provisions of Section 3(b).

Section 7.Participant's Right Unsecured; Investments.
The right of a Participant to receive any distribution hereunder
shall be an unsecured claim against the general assets of the
Corporation.  Nothing in this Agreement shall require the
Corporation to invest any amount, the payment of which has been
deferred under Alternative (iv), in Common Stock or in any other
medium.
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Section 8.Administration of the Plan--Committee.
(a)  The Plan shall be administered by a Committee of not less
than three nor more than five persons designated by the Board
(which may, but need not, be the compensation committee of the
Board), all of whom shall be directors of the Corporation and
shall serve at the pleasure of the Board.  In no event shall any
member of the Committee be a Participant.  The Committee shall
act by vote or written consent of a majority of its members.  The
Plan may be amended, modified or terminated by the Board, except
that no change may be made without the approval of the Common
Shareowners of May (i) in the maximum number of shares or Stock
Units deliverable or allocable in respect of any Fiscal Year
under the plan or (ii) in the provisions of subparagraphs (c)(i)
and (c)(ii) of Section 3 of this Plan relating to the method of
determining the number of Stock Units allocable to a Participant.

(b)  The Committee shall prescribe such forms as it considers
appropriate for the administration of the Plan.  The forms shall
set forth such terms and conditions not inconsistent with the
terms of the Plan as the Committee may determine and shall
designate:

     (i)  the alternative or alternatives elected by the
     Participant pursuant to Section 3(a);

     (ii) the Committee's determination of the time or times when
     payment of such compensation will be made to the Participant
     pursuant to Section 3(b)(in the absence of a severe
     financial hardship);

     (iii) the beneficiary (if any) designated by the
     Participant pursuant to Section 6; and

     (iv) the Committee's determination of the time or times when
     payment of such compensation will be made after the
     Participant's death pursuant to Section 6 (in the absence of
     a severe financial hardship).

Section 9.Successors.
The provisions of the Plan with respect to each Participant shall
bind the legatees, heirs, executors, administrators or other
successors in interest of such Participant.

Section 10.Restricted Stock.
With respect to Fiscal Years ending prior to February 1, 1970,
Participants were entitled to elect a method of payment in shares


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of fully paid and non-assessable Common Stock of May ("Restricted
Stock"), the transfer of which such shares was restricted.  The
following terms and conditions shall continue to apply to shares
of Restricted Stock:

(a) Such shares in the hands of the Participant will be subject
to the restrictions that they may not be sold, assigned,
transferred, discounted or pledged as collateral for a loan or as
security for the performance of any obligation or for any purpose
by the Participant without the prior written consent of the
Committee.  Such restrictions shall expire with respect to such
shares at the time or times determined by the Committee and
specified on the legend affixed to the certificate therefor.

(b) Any Participant to whom Restricted Stock is issued shall have
all the rights of a shareowner with respect to such stock
including, without limitation, the right to receive the dividends
and to vote the same, subject only to the restrictions on
transfer set forth in paragraph (a) of this Section 10.

(c) There shall be imprinted on each certificate for shares of
Restricted Stock delivered to a Participant the appropriate
legend setting forth the substance of the restriction.  In the
event that there becomes issuable to a Participant a substitute
certificate or an additional certificate by reason of any
corporate reorganization, recapitalization, stock dividend or
like corporate change, any share represented by such substitute
certificate or additional certificate shall be subject to the
same restriction as the share in respect of which it was issued
and the certificate evidencing the same shall be similarly
stamped.

(d) In the granting of any consent by the Committee to release
Restricted Stock from the aforesaid restrictions, the Committee
shall be governed by the basic purpose of the Plan to provide an
additional incentive to the Participants, and in no event shall
the Committee consent to any such change in the absence of
illness, accident or other form of hardship.

(e) In the event of the death of a Participant, any shares of
Restricted Stock registered in his name may, notwithstanding the
restriction on the transfer thereof, be transferred pursuant to
his will or the laws of descent and distribution; it being
understood, however, that such shares in the hands of the
transferee shall be subject to the same restriction as was
applicable to their transfer by the Participant.


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Section 11.Alienation.
(a) Subject to the provisions of Section 6 and paragraph (b) of
this Section 11, no amount, the payment of which as been deferred
under Alternative (ii) or (iv), shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, levy or charge, and any attempt to so anticipate,
alienate, sell, transfer, assign, pledge, encumber, levy or
charge the same shall be void; nor shall any such amount be in
any manner liable for or subject to the debts, contracts,
liabilities, engagements or torts of the person entitled to such
benefit.

(b) Nothing in this Section 11 shall prohibit the personal
representative of a Participant from designating that any amount
be distributed in accordance with the terms of the Participant's
will or pursuant to the laws of descent and distribution.

Section 12.Withholding.
There shall be deducted from all amounts paid under this Plan any
taxes required to be withheld by any federal, state or local
government.  The Participants and their beneficiaries,
distributees and personal representatives will bear any and all
federal, foreign, state, local or other income or other taxes
imposed on amounts paid under this Plan as to which no amounts
are withheld, irrespective of whether withholding is required.

Section 13.Discretionary Payment.
(a) Notwithstanding any other provision in any other Section of
the Plan to be contrary, the Committee may, in its sole and
absolute discretion, direct an immediate payment of cash,
distribution of Stock and/or release of restrictions on
Restricted Stock with respect to amounts (except those referred
to in the next proviso) previously deferred under this Plan if
the Committee determines that such action is in the best
interests of May, the Participants and their beneficiaries;
provided, however, that the Committee may not direct an immediate
payment, distribution and/or release with respect to amounts
deferred pursuant to elections filed on or before October 1,
1985, by a Participant unless such Participant shall have
consented, during the period, not to exceed thirty (30) days,
designated by the Corporation and communicated to all such
Participants, to the application of this Section 13 to such
amounts (which consent, once given, shall be irrevocable).

(b) In the event that the Committee shall so direct an immediate
payment, distribution and/or release in accordance with Section
13(a), then

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     (i) the amounts of cash and the numbers of shares of Stock
     to be so paid and/or distributed shall be determined by the
     Committee so as to reflect fairly and equitably appropriate
     interest and dividends since the preceding April 1 and so as
     to reflect fairly and equitably such other facts and
     circumstances as the Committee deems appropriate, including,
     without limitation, recent price of the Stock;

     (ii) amounts which were otherwise deferred or to be deferred
     with respect to the Fiscal Year or long-term period in which
     such payment or distribution occurs shall be paid when
     otherwise payable (such amounts which would otherwise have
     been payable prior to the date of such payment or
     distribution shall be paid as soon as practicable
     thereafter);

     (iii) in the event that cash is not paid or made available
     to a Participant when otherwise due or that shares of Stock
     are not distributed or otherwise made available to a
     Participant when otherwise due, then such Participant may
     file a claim for such payment or distribution and, if such
     Participant is successful, then the Corporation shall
     reimburse such Participant for reasonable attorneys' fees
     actually paid by the Participant in enforcing such
     Participant's rights to such payment or distribution; and

     (iv) in the event that cash is not paid or made available to
     a Participant when otherwise due, then interest will accrue
     with respect to such unpaid amount from the date it was
     otherwise due until the date it is actually paid at a rate
     equal to two percentage points over the prime rate as in
     effect from time to time, as determined in good faith the
     Committee based on the prime rate charged from time to time
     by major banks in the City of New York.

Section 14.Change in Control.
Notwithstanding any other provision in any other Section of this
Plan to the contrary, (i) the value of all amounts deferred by a
Participant which have not yet been credited to the Participant's
accounts under this Plan and (ii) the value of all of a
Participant's accounts under this Plan shall be paid to such
Participant in each case in a lump sum cash payment on the
occurrence of a Change in Control of the Corporation or as soon
thereafter as practicable, but in no event later than five days
after the Change in Control of the Corporation, and (iii)
restrictions on all Restricted Stock, as defined in Section 10 of
this Plan shall lapse upon the occurrence of Change in Control of

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the Corporation.  The amounts of cash credited to each
Participant's accounts prior to determining the amount of cash to
be paid from these accounts shall be determined by the Committee
(which, for this purpose, shall be comprised of members of the
Board prior to the Change in Control of the Corporation) so as to
reflect fairly and equitably appropriate interest and dividends
since the preceding April 1 and so as to reflect fairly and
equitably such other facts and circumstances as the Committee
deems appropriate, including, without limitation, recent price of
the stock.  For purposes of payments under this Section 14, the
value of Stock Unit shall be computed as the greater of (a) the
closing price of shares of Common Stock as reported on the New
York Stock Exchange on or nearest the date on which the Change in
Control is deemed to occur (or, if not listed on such exchange,
on a nationally recognized exchange or quotation system on which
trading volume in the Common Stock is highest) or (b) the highest
per share price for shares of Common Stock actually paid in
connection with any Change in Control.

For purposes of this Plan, a "Change in Control of the
Corporation" shall be deemed to have occurred if

(a) any "person" as such term is used in Section 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (other than the Corporation, any trustee or other fiduciary
holding securities under an employee benefit plan of the
Corporation, or any company owned, directly or indirectly, by the
shareowners of the Corporation in substantially the same
proportions as their ownership of stock of the Corporation), is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under
Exchange Act), directly or indirectly of securities of the
Corporation representing 50% or more of the combined voting power
of the Corporation's then outstanding securities;

(b) during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board, and any new
director (other than a director designated by a person who has
entered into an agreement with the Corporation to effect a
transaction described in clause (a), (c) or (d) of this Section
whose election by the Board or nomination for election by the
Corporation's shareowners was approved by a vote of at least two-
thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose election
or nomination for election was previously so approved cease for
any reason to constitute at least a majority thereof;



                                12
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(c) the shareowners of the Corporation approve a merger or
consolidation of the Corporation with any other Corporation,
other than (1) a merger or consolidation which would result in
the voting securities of the Corporation outstanding immediately
prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of
the voting securities of the Corporation or such surviving entity
outstanding immediately after such merger or consolidation or (2)
a merger or consolidation effected to implement a
recapitalization of the Corporation (or similar transaction) in
which no "person" (as hereinabove defined) acquires more than 50%
of the combined voting power of the Corporation's then
outstanding securities; or

(d) the shareowners of the Corporation approve a plan of complete
liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the
Corporation's assets.
Records/Notes


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