<PAGE>
                                                                 Exhibit 10.2


                    FIVE YEAR CREDIT AGREEMENT
                    Dated as of July 31, 2001

THE MAY DEPARTMENT STORES COMPANY, a New York corporation (the
"Borrower"), THE MAY DEPARTMENT STORES COMPANY, a Delaware
corporation (the "Guarantor"), the banks, financial institutions
and other institutional lenders (the "Initial Lenders") listed on
the signature pages hereof, CITIBANK, N.A. ("Citibank"), as
administrative agent (the "Agent") for the Lenders (as
hereinafter defined), THE BANK OF NEW YORK, BANK ONE, NA, FIRST
UNION NATIONAL BANK and THE CHASE MANHATTAN BANK, as co-
syndication agents, and SALOMON SMITH BARNEY INC., as sole lead
arranger and book runner, agree as follows:

                            ARTICLE I

                 DEFINITIONS AND ACCOUNTING TERMS

          SECTION 1.01.  Certain Defined Terms.  As used in this
Agreement, the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and
plural forms of the terms defined):

               "Advance" means a Revolving Credit Advance or a
     Competitive Bid Advance.

               "Affiliate" means, as to any Person, any other Person
     that, directly or indirectly, controls, is controlled by or
     is under common control with such Person or is a director or
     officer of such Person.

               "Agent's Account" means the account of the Agent
     maintained by the Agent at Citibank at its office at 399
     Park Avenue, New York, New York 10043, Account No. 36852248,
     Attention:  Bank Loan Syndications.

               "Applicable Lending Office" means, with respect to each
     Lender, such Lender's Domestic Lending Office in the case of
     a Base Rate Advance and such Lender's Eurodollar Lending
     Office in the case of a Eurodollar Rate Advance and, in the
     case of a Competitive Bid Advance, the office of such Lender
     notified by such Lender to the Agent as its Applicable
     Lending Office with respect to such Competitive Bid Advance.

               "Applicable Margin" means, as of any date (a) for Base
     Rate Advances, 0% per annum and (b) for Eurodollar Rate
     Advances, a percentage per annum determined by reference to
     the Public Debt Rating in effect on such date as set forth
     below:

<PAGE>
<TABLE>
     <S>                      <C>
     Public Debt Rating       Applicable Margin for
          S&P/Moody's         Eurocurrency Rate Advances

     Level 1
     AA- or Aa3 or above      0.100%

     Level 2
     Less than Level 1 but    0.125%
     at least A+ or A1

     Level 3
     Less than Level 2 but    0.165%
     at least A or A2

     Level 4
     Less than Level 3 but    0.255%
     at least A- or A3

     Level 5
     Lower than Level 4       0.375%

               "Applicable Percentage" means, as of any date, a
     percentage per annum determined by reference to the Public
     Debt Rating in effect on such date as set forth below:

     Public Debt Rating      Applicable Percentage
        S&P/Moody's

     Level 1
     AA- or Aa3 or above      0.060%

     Level 2
     Less than Level 1 but    0.075%
     at least A+ or A1

     Level 3
     Less than Level 2 but    0.080%
     at least A or A2

     Level 4
     Less than Level 3 but    0.090%
     at least A- or A3

     Level 5
     Lower than Level 4       0.125%

</TABLE>

                                2
<PAGE>
               "Applicable Utilization Fee" means, as of any date on
     which the aggregate principal amount of the Advances exceeds
     50% of the aggregate Commitments, a percentage per annum
     determined by reference to the Public Debt Rating in effect
     on such date as set forth below:

     Public Debt Rating      Applicable Utilization Fee
        S&P/Moody's

     Level 1
     AA- or Aa3 or above      0.000%

     Level 2
     Less than Level 1 but
     at least A+ or A1        0.050%

     Level 3
     Less than Level 2 but
     at least A or A2         0.100%

     Level 4
     Less than Level 3 but
     at least A- or A3        0.100%

     Level 5
     Lower than Level 4       0.125%

               "Assignment and Acceptance" means an assignment and
     acceptance entered into by a Lender and an Eligible
     Assignee, and accepted by the Agent, in substantially the
     form of Exhibit C hereto.

               "Base Rate" means a fluctuating interest rate per annum
     in effect from time to time, which rate per annum shall at
     all times be equal to the highest of:

                         (a)  the rate of interest announced publicly by
          Citibank in New York, New York, from time to time, as
          Citibank's base rate;

                         (b)  the sum (adjusted to the nearest 1/8 of 1%
          or, if there is no nearest 1/8 of 1%, to the next
          higher 1/8 of 1%) of (i) 1/2 of 1% per annum, plus
          (ii) the rate obtained by dividing (A) the latest
          three-week moving average of secondary market morning
          offering rates in the United States for three-month
          certificates of deposit of major United States money

                                3

<PAGE>
          market banks, such three-week moving average (adjusted
          to the basis of a year of 360 days) being determined
          weekly on each Monday (or, if such day is not a
          Business Day, on the next succeeding Business Day) for
          the three-week period ending on the previous Friday by
          Citibank on the basis of such rates reported by
          certificate of deposit dealers to and published by the
          Federal Reserve Bank of New York or, if such
          publication shall be suspended or terminated, on the
          basis of quotations for such rates received by Citibank
          from three New York certificate of deposit dealers of
          recognized standing selected by Citibank, by (B) a
          percentage equal to 100% minus the average of the daily
          percentages specified during such three-week period by
          the Board of Governors of the Federal Reserve System
          (or any successor) for determining the maximum reserve
          requirement (including, but not limited to, any
          emergency, supplemental or other marginal reserve
          requirement) for Citibank with respect to liabilities
          consisting of or including (among other liabilities)
          three-month U.S. dollar non-personal time deposits in
          the United States, plus (iii) the average during such
          three-week period of the annual assessment rates
          estimated by Citibank for determining the then current
          annual assessment payable by Citibank to the Federal
          Deposit Insurance Corporation (or any successor) for
          insuring U.S. dollar deposits of Citibank in the United
          States; and

                         (c)  1/2 of one percent per annum above the
          Federal Funds Rate.

               "Base Rate Advance" means a Revolving Credit Advance
     that bears interest as provided in Section 2.07(a)(i).

               "Borrowing" means a Revolving Credit Borrowing or a
     Competitive Bid Borrowing.

               "Business Day" means a day of the year on which banks
     are not required or authorized by law to close in New York
     City and, if the applicable Business Day relates to any
     Eurodollar Rate Advances or LIBO Rate Advances, on which
     dealings are carried on in the London interbank market.

               "Capital Stock" means the shares of a corporation's
     common, preferred and other equity securities issued by such
     corporation or that such corporation is authorized to issue.

                                4
<PAGE>
               "Capitalization" means, with respect to the Guarantor,
     the sum of its Defined Debt, deferred taxes, deferred
     investment tax credit and common stockholders' equity.

               "Commitment" means as to any Lender (a) the amount set
     forth opposite such Lender's name on the signature pages
     hereof or (b) if such Lender has entered into any Assignment
     and Acceptance, the amount set forth for such Lender in the
     Register maintained by the Agent pursuant to
     Section 9.07(d), as such amount may be reduced pursuant to
     Section 2.05.

               "Competitive Bid Advance" means an advance by a Lender
     to the Borrower as part of a Competitive Bid Borrowing
     resulting from the competitive bidding procedure described
     in Section 2.03 and refers to a Fixed Rate Advance or a LIBO
     Rate Advance.

               "Competitive Bid Borrowing" means a borrowing
     consisting of simultaneous Competitive Bid Advances from
     each of the Lenders whose offer to make one or more
     Competitive Bid Advances as part of such borrowing has been
     accepted under the competitive bidding procedure described
     in Section 2.03.

               "Competitive Bid Note" means a promissory note of the
     Borrower payable to the order of any Lender, in
     substantially the form of Exhibit A-2 hereto, evidencing the
     indebtedness of the Borrower to such Lender resulting from a
     Competitive Bid Advance made by such Lender.

               "Competitive Bid Reduction" has the meaning specified
     in Section 2.01.

               "Confidential Information" means information that the
     Borrower or the Guarantor furnishes to the Agent or any
     Lender in a writing designated as confidential, but does not
     include any such information that is or becomes generally
     available to the public or that is or becomes available to
     the Agent or such Lender from a source other than the
     Borrower or the Guarantor that is not, to the knowledge of
     the Agent or such Lender, subject to any legal obligation to
     keep such information confidential.

               "Consolidated" refers to the consolidation of accounts
     in accordance with GAAP.


                                5
<PAGE>
               "Convert", "Conversion" and "Converted" each refers to
     a conversion of Revolving Credit Advances of one Type into
     Revolving Credit Advances of the other Type pursuant to
     Section 2.09 or 2.10.

               "Debt" means, without duplication, (i) indebtedness
     (excluding, except in the case of Section 6.01(d), interest
     payable thereon unless such interest is to be accrued and
     added to the principal amount of such indebtedness) for
     borrowed money or for the deferred purchase price of
     property or services, (ii) obligations as lessee under
     leases that shall have been or should be, in accordance with
     GAAP, consistently applied, recorded as capital leases and
     (iii) obligations under any guarantee in respect of, and
     obligations (contingent or otherwise) to purchase or
     otherwise acquire, or otherwise to assure a creditor against
     loss in respect of, indebtedness or obligations of others of
     the kinds referred to in clause (i) or (ii) above.  There
     shall not be included in any Debt of the Guarantor any
     minority interest in any Subsidiary of the Guarantor.

               "Default" means any Event of Default or any event
     described in Section 6.01 that would constitute an Event of
     Default but for the requirement that notice be given or time
     elapse or both.

               "Defined Debt " means all Consolidated Debt (excluding
     accounts payable, accrued expenses and income taxes payable,
     in each case to the extent the same are set forth as current
     liabilities in the applicable financial statements), plus
     the present value of rental payments under operating leases,
     as such present value is disclosed in the financial
     statements provided to the Lenders under Section 4.01(e) or
     Section 5.01(h), as applicable.

               "Domestic Lending Office" means, with respect to any
     Lender, the office of such Lender specified as its "Domestic
     Lending Office" opposite its name on Schedule I hereto or in
     the Assignment and Acceptance pursuant to which it became a
     Lender, or such other office of such Lender as such Lender
     may from time to time specify to the Borrower and the Agent.

               "EBITDAR" means, for any period, net income (or net
     loss) plus the sum of (a) interest expense, (b) income tax
     expense, (c) depreciation expense, (d) amortization expense
     and (e) rent expense, in each case determined in accordance
     with GAAP for such period.

                                6

<PAGE>
               "Effective Date" has the meaning specified in
     Section 3.01.

               "Eligible Assignee" means (i) a Lender; and (ii) any
     other Person approved by the Agent and the Borrower, such
     approval not to be unreasonably withheld or delayed;
     provided, however, that neither the Borrower nor an
     Affiliate of the Borrower shall qualify as an Eligible
     Assignee.

               "ERISA" means the Employee Retirement Income Security
     Act of 1974, as amended from time to time.

               "ERISA Affiliate" means any trade or business (whether
     or not incorporated) that is a member of a group of which
     the Guarantor is a member and which is under common control
     within the meaning of the regulations promulgated under
     Section 414 of the Internal Revenue Code of 1986, as
     amended.

               "Eurocurrency Liabilities" has the meaning assigned to
     that term in Regulation D of the Board of Governors of the
     Federal Reserve System, as in effect from time to time.

               "Eurodollar Lending Office" means, with respect to any
     Lender, the office of such Lender specified as its
     "Eurodollar Lending Office" opposite its name on Schedule I
     hereto or in the Assignment and Acceptance pursuant to which
     it became a Lender (or, if no such office is specified, its
     Domestic Lending Office), or such other office of such
     Lender as such Lender may from time to time specify to the
     Borrower and the Agent.

               "Eurodollar Rate" means, for any Interest Period for
     each Eurodollar Rate Advance comprising part of the same
     Revolving Credit Borrowing, an interest rate per annum equal
     to the rate per annum (rounded upward to the nearest whole
     multiple of 1/16 of 1% per annum) appearing on Telerate
     Markets Page 3750 (or any successor page) as the London
     interbank offered rate for deposits in U.S. dollars at
     approximately 11:00 A.M. (London time) two Business Days
     prior to the first day of such Interest Period for a term
     comparable to such Interest Period or, if for any reason
     such rate is not available, the average (rounded upward to
     the nearest whole multiple of 1/16 of 1% per annum, if such
     average is not such a multiple) of the rate per annum at
     which deposits in U.S. dollars are offered by the principal
     office of each of the Reference Banks in London, England to
                                7
<PAGE>
     prime banks in the London interbank market at
     11:00 A.M.(London time) two Business Days before the first
     day of such Interest Period in an amount substantially equal
     to such Reference Bank's Eurodollar Rate Advance comprising
     part of such Revolving Credit Borrowing to be outstanding
     during such Interest Period and for a period equal to such
     Interest Period.  If the Telerate Markets Page 3750 (or any
     successor page) is unavailable, the Eurodollar Rate for any
     Interest Period for each Eurodollar Rate Advance comprising
     part of the same Revolving Credit Borrowing shall be
     determined by the Agent on the basis of applicable rates
     furnished to and received by the Agent from the Reference
     Banks two Business Days before the first day of such
     Interest Period, subject, however, to the provisions of
     Section 2.09.

               "Eurodollar Rate Advance" means a Revolving Credit
     Advance that bears interest as provided in
     Section 2.07(a)(ii).

               "Eurodollar Rate Reserve Percentage" for any Interest
     Period for all Eurodollar Rate Advances or LIBO Rate
     Advances comprising part of the same Borrowing means the
     reserve percentage applicable two Business Days before the
     first day of such Interest Period under regulations issued
     from time to time by the Board of Governors of the Federal
     Reserve System (or any successor) for determining the actual
     reserve requirement (including, without limitation, any
     emergency, supplemental or other marginal reserve
     requirement) for a member bank of the Federal Reserve System
     in New York City with respect to liabilities or assets
     consisting of or including Eurocurrency Liabilities (or with
     respect to any other category of liabilities that includes
     deposits by reference to which the interest rate on
     Eurodollar Rate Advances or LIBO Rate Advances is
     determined) having a term equal to such Interest Period.

               "Events of Default" has the meaning specified in
     Section 6.01.

               "Federal Funds Rate" means, for any period, a
     fluctuating interest rate per annum equal for each day
     during such period to the weighted average of the rates on
     overnight Federal funds transactions with members of the
     Federal Reserve System arranged by Federal funds brokers, as
     published for such day (or, if such day is not a Business
     Day, for the next preceding Business Day) by the Federal
     Reserve Bank of New York, or, if such rate is not so
                                8

<PAGE>
     published for any day that is a Business Day, the average of
     the quotations for such day on such transactions received by
     the Agent from three Federal funds brokers of recognized
     standing selected by it.

               "Fixed Rate Advances" has the meaning specified in
     Section 2.03(a)(i).

               "GAAP" has the meaning specified in Section 1.03.

               "Interest Period" means, for each Eurodollar Rate
     Advance comprising part of the same Revolving Credit
     Borrowing and each LIBO Rate Advance comprising part of the
     same Competitive Bid Borrowing, the period commencing on the
     date of such Eurodollar Rate Advance or LIBO Rate Advance or
     the date of the Conversion of any Base Rate Advance into
     such Eurodollar Rate Advance and ending on the last day of
     the period selected by the Borrower pursuant to the
     provisions below and, thereafter, with respect to Eurodollar
     Rate Advances, each subsequent period commencing on the last
     day of the immediately preceding Interest Period and ending
     on the last day of the period selected by the Borrower
     pursuant to the provisions below.  The duration of each such
     Interest Period shall be one, two, three or six months, and
     subject to clause (c) of this definition, nine or twelve
     months, as the Borrower may, upon notice received by the
     Agent not later than 11:00 A.M. (New York City time) on the
     third Business Day prior to the first day of such Interest
     Period, select; provided, however, that:

                         (a)  the Borrower may not select any Interest
          Period that ends after the Termination Date;

                         (b)  Interest Periods commencing on the same date
          for Eurodollar Rate Advances comprising part of the
          same Revolving Credit Borrowing or for LIBO Rate
          Advances comprising part of the same Competitive Bid
          Borrowing shall be of the same duration;

                         (c)  in the case of any such Revolving Credit
          Borrowing, the Borrower shall not be entitled to select
          an Interest Period having duration of nine or twelve
          months unless, by 2:00 P.M. (New York City time) on the
          third Business Day prior to the first day of such
          Interest Period, each Lender notifies the Agent that
          such Lender will be providing funding for such
          Revolving Credit Borrowing with such Interest Period
          (the failure of any Lender to so respond by such time
                                9

<PAGE>
          being deemed for all purposes of this Agreement as an
          objection by such Lender to the requested duration of
          such Interest Period); provided that, if any or all of
          the Lenders object to the requested duration of such
          Interest Period, the duration of the Interest Period
          for such Revolving Credit Borrowing shall be one, two,
          three or six months, as specified by the Borrower
          requesting such Revolving Credit Borrowing in the
          applicable Notice of Revolving Credit Borrowing as the
          desired alternative to an Interest Period of nine or
          twelve months;

                         (d)  whenever the last day of any Interest Period
          would otherwise occur on a day other than a Business
          Day, the last day of such Interest Period shall be
          extended to occur on the next succeeding Business Day,
          provided, however, that, if such extension would cause
          the last day of such Interest Period to occur in the
          next following calendar month, the last day of such
          Interest Period shall occur on the next preceding
          Business Day; and

                         (e)  whenever the first day of any Interest Period
          occurs on a day of an initial calendar month for which
          there is no numerically corresponding day in the
          calendar month that succeeds such initial calendar
          month by the number of months equal to the number of
          months in such Interest Period, such Interest Period
          shall end on the last Business Day of such succeeding
          calendar month.

               "Lenders" means the Initial Lenders and each Person
     that shall become a party hereto pursuant to Section 9.07.

               "LIBO Rate" means, for any Interest Period for all LIBO
     Rate Advances comprising part of the same Competitive Bid
     Borrowing, an interest rate per annum equal to the rate per
     annum (rounded upward to the nearest whole multiple of 1/16
     of 1% per annum) appearing on Telerate Markets Page 3750 (or
     any successor page) as the London interbank offered rate for
     deposits in U.S. dollars at approximately 11:00 A.M. (London
     time) two Business Days prior to the first day of such
     Interest Period for a term comparable to such Interest
     Period or, if for any reason such rate is not available, the
     average (rounded upward to the nearest whole multiple of
     1/16 of 1% per annum, if such average is not such a
     multiple) of the rate per annum at which deposits in U.S.
     dollars offered by the principal office of each of the
                                10

<PAGE>
          Reference Banks in London, England to prime banks in the
     London interbank market at 11:00 A.M. (London time) two
     Business Days before the first day of such Interest Period
     in an amount substantially equal to the amount that would be
     the Reference Banks' respective ratable shares of such
     Borrowing if such Borrowing were to be a Revolving Credit
     Borrowing to be outstanding during such Interest Period and
     for a period equal to such Interest Period.  If the Telerate
     Markets Page 3750 (or any successor page) is unavailable,
     the LIBO Rate for any Interest Period for each LIBO Rate
     Advance comprising part of the same Competitive Bid
     Borrowing shall be determined by the Agent on the basis of
     applicable rates furnished to and received by the Agent from
     the Reference Banks two Business Days before the first day
     of such Interest Period, subject, however, to the provisions
     of Section 2.09.

               "LIBO Rate Advances" means a Competitive Bid Advance
     bearing interest based on the LIBO Rate.

               "Lien" means any lien, security interest or other
     charge or encumbrance, or any other type of preferential
     arrangement.

               "Material Adverse Change" means any material adverse
     change in the financial condition or results of operations
     of the Guarantor and its Subsidiaries taken as a whole.

               "Material Adverse Effect" means a material adverse
     effect on (a) the financial condition or operations of the
     Guarantor and its Subsidiaries taken as a whole or (b) the
     ability of the Guarantor or the Borrower to perform its
     payment obligations under this Agreement or any Note.

               "Moody's" means Moody's Investors Service, Inc.

               "Multiemployer Plan" means a multiemployer plan, as
     defined in Section 4001(a)(3) of ERISA.

               "Note" means a Revolving Credit Note or a Competitive
     Bid Note.

               "Notice of Competitive Bid Borrowing" has the meaning
     specified in Section 2.03(a).

               "Notice of Revolving Credit Borrowing" has the meaning
     specified in Section 2.02(a).

                                11
<PAGE>
               "PBGC" means the Pension Benefit Guaranty Corporation
     (or any successor).

               "Person" means an individual, partnership, corporation
     (including a business trust), joint stock company, trust,
     unincorporated association, joint venture, limited liability
     company or other entity, or a government or any political
     subdivision or agency thereof.

               "Plan" means an employee benefit plan (other than a
     Multiemployer Plan) maintained for employees of the
     Guarantor or any of its Subsidiaries or ERISA Affiliates and
     covered by Title IV of ERISA.

               "Public Debt Rating" means, as of any date, the rating
     that has been most recently announced by either S&P or
     Moody's, as the case may be, for any class of non-credit
     enhanced long-term senior unsecured debt issued by the
     Borrower or, if either such rating agency has issued more
     than one such rating, the lowest such rating issued by such
     rating agency.  For purposes of the foregoing, (a) if only
     one of S&P and Moody's shall have in effect a Public Debt
     Rating, the Applicable Margin, the Applicable Percentage and
     the Applicable Utilization Fee shall be determined by
     reference to the available rating; (b) if neither S&P nor
     Moody's shall have in effect a Public Debt Rating, the
     Applicable Margin, the Applicable Percentage and the
     Applicable Utilization Fee will be set in accordance with
     Level 5 under the definition of "Applicable Margin",
     "Applicable Percentage" or

               "Applicable Utilization Fee", as the case may be;
     (c) if any rating established by S&P or Moody's shall be
     changed, such change shall be effective as of the date on
     which such change is first announced publicly by the rating
     agency making such change; and (d) if S&P or Moody's shall
     change the basis on which ratings are established, each
     reference to the Public Debt Rating announced by S&P or
     Moody's, as the case may be, shall refer to the then
     equivalent rating by S&P or Moody's, as the case may be.

               "Reference Banks" means Citibank, The Chase Manhattan
     Bank, The Bank of New York, Bank One, NA and First Union
     National Bank.

               "Register" has the meaning specified in
     Section 9.07(d).

                                12
<PAGE>
               "Required Lenders" means at any time Lenders owed at
     least 66-2/3% of the then aggregate unpaid principal amount
     of the Revolving Credit Advances owing to Lenders, or, if no
     such principal amount is then outstanding, Lenders having at
     least 66-2/3% of the Commitments.

               "Revolving Credit Advance" means an advance by a Lender
     to the Borrower as part of a Revolving Credit Borrowing and
     refers to a Base Rate Advance or a Eurodollar Rate Advance
     (each of which shall be a "Type" of  Revolving Credit
     Advance).

               "Revolving Credit Borrowing" means a borrowing
     consisting of simultaneous Revolving Credit Advances of the
     same Type made by each of the Lenders pursuant to
     Section 2.01.

               "Revolving Credit Note" means a promissory note of the
     Borrower payable to the order of any Lender, delivered
     pursuant to a request made under Section 2.17 in
     substantially the form of Exhibit A-1 hereto, evidencing the
     aggregate indebtedness of the Borrower to such Lender
     resulting from the Revolving Credit Advances made by such
     Lender.

               "S&P" means Standard & Poor's, a division of The
     McGraw-Hill Companies, Inc.

               "Specified Intercompany Indebtedness" means any of the
     following: (i) any deferred obligation of the Borrower to
     make any payment in connection with (a) any dividend or
     other distribution to shareholders that shall have been
     declared by the Borrower, or (b) any purchase, redemption or
     other acquisition by the Borrower of any shares of any class
     of its Capital Stock or any warrants, rights or options to
     acquire any such shares, (ii) indebtedness evidenced by any
     promissory note or any other instrument that shall have been
     distributed by the Borrower in connection with any dividend
     or other distribution to shareholders, or (iii) any other
     indebtedness or obligation of the Borrower arising in
     connection with the making by the Borrower of any dividend,
     distribution to shareholders or recapitalization.

               "Subordinated Note" means a promissory note made by the
     Borrower and containing the subordination terms set forth in
     Exhibit E hereto.


                                13
<PAGE>
               "Subsidiary" of any Person means any corporation,
     partnership, joint venture, limited liability company, trust
     or estate of which (or in which) more than 50% of (a) the
     issued and outstanding Capital Stock having ordinary voting
     power to elect a majority of the Board of Directors of such
     corporation (irrespective of whether at the time Capital
     Stock of any other class or classes of such corporation
     shall or might have voting power upon the occurrence of any
     contingency), (b) the interest in the capital or profits of
     such limited liability company, partnership or joint venture
     or (c) the beneficial interest in such trust or estate is at
     the time directly or indirectly owned or controlled by such
     Person, by such Person and one or more of its other
     Subsidiaries or by one or more of such Person's other
     Subsidiaries.

               "Termination Date" means the earlier of (a) July 31,
     2006 and (b) the date of termination in whole of the
     Commitments pursuant to Section 2.05 or 6.01.

               "Termination Event" means (i) (A) the filing of a
     notice of intent to terminate any Plan or the treatment of a
     Plan amendment as a termination under Section 4041 of ERISA,
     or (B) the appointment of a trustee by the appropriate
     United States District Court to administer any Plan, or
     (C) the institution of proceedings by the PBGC to terminate
     any Plan or to appoint a trustee to administer any Plan, or
     (D) the occurrence of any event that constitutes grounds
     either for the termination of any Plan by the PBGC or for
     the appointment by the appropriate United States District
     Court of a trustee to administer or liquidate any Plan,
     provided, however, that the event described in Section
     4042(a)(4) of ERISA shall be a Termination Event only if the
     Guarantor or any of its Subsidiaries or ERISA Affiliates
     shall have received any notice from the PBGC that such event
     has occurred and constitutes grounds for the termination of
     any Plan or the appointment of such a trustee to administer
     or liquidate such Plan and such event shall continue for 30
     days after receipt of such notice, or (E) the withdrawal of
     the Guarantor or any of its ERISA Affiliates from a Plan
     during a plan year in which it was a "substantial employer"
     as defined in Section 4001(a)(2) of ERISA; if (ii) (X) any
     such event (i.e., any event described in the preceding
     clauses (A), (B), (C), (D), or (E) of subsection (i) of this
     definition of Termination Event) could cause the imposition
     of a lien under Section 4068 of ERISA, (Y) the aggregate
     amount of vested unfunded benefit liabilities (excluding
                                14


<PAGE>
     vested unfunded benefit liabilities that arise or might
     arise only as a result of the termination of any Plan) under
     all Plans as to which any such event shall have occurred
     shall, on the date such event occurred, exceed 2% of
     Consolidated Capitalization as shown on the latest of the
     Consolidated financial statements specified in
     Section 4.01(e) or delivered to the Lenders pursuant to
     Section 5.01(h), and (Z) the Borrower or the Guarantor fails
     to provide the Lenders with written assurances reasonably
     satisfactory to the Required Lenders that no lien will arise
     or be imposed under Section 4068 of ERISA.

               "Voting Stock" means Capital Stock issued by a
     corporation, or equivalent interests in any other Person,
     the holders of which are ordinarily, in the absence of
     contingencies, entitled to vote for the election of
     directors (or persons performing similar functions) of such
     Person, even if the right so to vote has been suspended by
     the happening of such a contingency.

          SECTION 1.02.  Computation of Time Periods.  In this
Agreement in the computation of periods of time from a specified
date to a later specified date, the word "from"  means "from and
including" and the words "to" and "until" each mean "to but
excluding".

          SECTION 1.03.  Accounting Terms.  All accounting terms
not specifically defined herein shall be construed in accordance
with generally accepted accounting principles consistent with
those applied in the preparation of the financial statements
referred to in Section 4.01(e) ("GAAP").

                           ARTICLE II

               AMOUNTS AND TERMS OF THE ADVANCES

          SECTION 2.01.  The Revolving Credit Advances.  Each
Lender severally agrees, on the terms and conditions hereinafter
set forth, to make Revolving Credit Advances to the Borrower from
time to time on any Business Day during the period from the
Effective Date until the Termination Date in an aggregate amount
not to exceed at any time outstanding such Lender's Commitment
provided that the aggregate amount of the Commitments of the
Lenders shall be deemed used from time to time to the extent of
the aggregate amount of the Competitive Bid Advances then
outstanding and such deemed use of the aggregate amount of the
Commitments shall be allocated among the Lenders ratably

                                15
<PAGE>
according to their respective Commitments (such deemed use of the
aggregate amount of the Commitments being a "Competitive Bid
Reduction").  Each Revolving Credit Borrowing shall be in an
aggregate amount of $25,000,000 or an integral multiple of
$1,000,000 in excess thereof and shall consist of Revolving
Credit Advances of the same Type made on the same day by the
Lenders ratably according to their respective Commitments.
Within the limits of each Lender's Commitment, the Borrower may
borrow under this Section 2.01, prepay pursuant to Section 2.11
and reborrow under this Section 2.01.

          SECTION 2.02.  Making the Revolving Credit Advances.
(a)  Each Revolving Credit Borrowing shall be made on notice,
given not later than (x) 12:00 noon (New York City time) on the
third Business Day prior to the date of the proposed Revolving
Credit Borrowing in the case of a Revolving Credit Borrowing
consisting of Eurodollar Rate Advances or (y) 12:00 noon (New
York City time) on the date of the proposed Revolving Credit
Borrowing in the case of a Revolving Credit Borrowing consisting
of Base Rate Advances, by the Borrower to the Agent, which shall
give to each Lender prompt notice thereof by telecopier or telex.
Each such notice of a Revolving Credit Borrowing (a "Notice of
Revolving Credit Borrowing") shall be by telephone, confirmed
immediately in writing, or telecopier or telex in substantially
the form of Exhibit B-1 hereto, specifying therein the requested
(i) date of such Revolving Credit Borrowing, (ii) Type of
Advances comprising such Revolving Credit Borrowing,
(iii) aggregate amount of such Revolving Credit Borrowing, and
(iv) in the case of a Revolving Credit Borrowing consisting of
Eurodollar Rate Advances, initial Interest Period for each such
Revolving Credit Advance.  Each Lender shall, before 1:00 P.M.
(New York City time) on the date of such Revolving Credit
Borrowing make available for the account of its Applicable
Lending Office to the Agent at the Agent's Account, in same day
funds, such Lender's ratable portion of such Revolving Credit
Borrowing.  After the Agent's receipt of such funds and upon
fulfillment of the applicable conditions set forth in
Article III, the Agent will make such funds available to the
Borrower at the Agent's address referred to in Section 9.02.

          (b)  Anything in subsection (a) above to the contrary
notwithstanding, the Borrower may not select Eurodollar Rate
Advances for any Revolving Credit Borrowing if the aggregate
amount of such Revolving Credit Borrowing is less than
$25,000,000 or if the obligation of the Lenders to make
Eurodollar Rate Advances shall then be suspended pursuant to
Section 2.09 or 2.13.

                                16

<PAGE>
          (c)  Each Notice of Revolving Credit Borrowing shall be
irrevocable and binding on the Borrower.  In the case of any
Revolving Credit Borrowing that the related Notice of Revolving
Credit Borrowing specifies is to be comprised of Eurodollar Rate
Advances, the Borrower shall indemnify each Lender against any
loss, cost or expense incurred by such Lender as a result of any
failure to fulfill on or before the date specified in such Notice
of Revolving Credit Borrowing for such Revolving Credit Borrowing
the applicable conditions set forth in Article III, including,
without limitation, any loss (including loss of anticipated
profits), cost or expense incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by such
Lender to fund the Revolving Credit Advance to be made by such
Lender as part of such Revolving Credit Borrowing when such
Revolving Credit Advance, as a result of such failure, is not
made on such date.

          (d)  Unless the Agent shall have received notice from a
Lender prior to the date of any Revolving Credit Borrowing that
such Lender will not make available to the Agent such Lender's
ratable portion of such Revolving Credit Borrowing, the Agent may
assume that such Lender has made such portion available to the
Agent on the date of such Revolving Credit Borrowing in
accordance with subsection (a) of this Section 2.02 and the Agent
may, in reliance upon such assumption, make available to the
Borrower on such date a corresponding amount.  If and to the
extent that such Lender shall not have so made such ratable
portion available to the Agent, such Lender and the Borrower
severally agree to repay to the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until
the date such amount is repaid to the Agent, at (i) in the case
of the Borrower, the interest rate applicable at the time to
Revolving Credit Advances comprising such Revolving Credit
Borrowing and (ii) in the case of such Lender, the Federal Funds
Rate. If such Lender shall repay to the Agent such corresponding
amount, such amount so repaid shall constitute such Lender's
Revolving Credit Advance as part of such Revolving Credit
Borrowing for purposes of this Agreement.

          (e)  The failure of any Lender to make the Revolving
Credit Advance to be made by it as part of any Revolving Credit
Borrowing shall not relieve any other Lender of its obligation,
if any, hereunder to make its Revolving Credit Advance on the
date of such Revolving Credit Borrowing, but no Lender shall be
responsible for the failure of any other Lender to make the
Revolving Credit Advance to be made by such other Lender on the
date of any Revolving Credit Borrowing.
                                17
<PAGE>
          SECTION 2.03.  The Competitive Bid Advances.  (a)  Each
Lender severally agrees that the Borrower may make Competitive
Bid Borrowings under this Section 2.03 from time to time on any
Business Day during the period from the date hereof until the
date occurring 30 days prior to the Termination Date in the
manner set forth below; provided that, following the making of
each Competitive Bid Borrowing, the aggregate amount of the
Advances then outstanding shall not exceed the aggregate amount
of the Commitments of the Lenders (computed without regard to any
Competitive Bid Reduction).

               (i)  The Borrower may request a Competitive Bid
     Borrowing under this Section 2.03 by delivering to the
     Agent, by telecopier or telex, a notice of a Competitive Bid
     Borrowing (a "Notice of Competitive Bid Borrowing"), in
     substantially the form of Exhibit B-2 hereto, specifying
     therein the requested (v) date of such proposed Competitive
     Bid Borrowing, (w) aggregate amount of such proposed
     Competitive Bid Borrowing, (x) in the case of a Competitive
     Bid Borrowing consisting of LIBO Rate Advances, Interest
     Period, or in the case of a Competitive Bid Borrowing
     consisting of Fixed Rate Advances, maturity date for
     repayment of each Fixed Rate Advance to be made as part of
     such Competitive Bid Borrowing (which maturity date may not
     be earlier than the date occurring 30 days after the date of
     such Competitive Bid Borrowing or later than the Termination
     Date), (y) interest payment date or dates relating thereto,
     and (z) other terms (if any) to be applicable to such
     Competitive Bid Borrowing, not later than 12:00 noon (New
     York City time) (A) at least one Business Day prior to the
     date of the proposed Competitive Bid Borrowing, if the
     Borrower shall specify in the Notice of Competitive Bid
     Borrowing that the rates of interest to be offered by the
     Lenders shall be fixed rates per annum (the Advances
     comprising any such Competitive Bid Borrowing being referred
     to herein as "Fixed Rate Advances") and (B) at least four
     Business Days prior to the date of the proposed Competitive
     Bid Borrowing, if the Borrower shall instead specify in the
     Notice of Competitive Bid Borrowing that the Advances
     comprising such Competitive Bid Borrowing shall be LIBO Rate
     Advances.  The Agent shall in turn promptly notify each
     Lender of each request for a Competitive Bid Borrowing
     received by it from the Borrower by sending such Lender a
     copy of the related Notice of Competitive Bid Borrowing.

               (ii) Each Lender may, if, in its sole discretion, it
     elects to do so, irrevocably offer to make one or more

                                18
<PAGE>
     Competitive Bid Advances to the Borrower as part of such
     proposed Competitive Bid Borrowing at a rate or rates of
     interest specified by such Lender in its sole discretion, by
     notifying the Agent (which shall give prompt notice thereof
     to the Borrower), (A) before 9:30 A.M. (New York City time)
     on the date of such proposed Competitive Bid Borrowing, in
     the case of a Competitive Bid Borrowing consisting of Fixed
     Rate Advances and (B) before 10:00 A.M. (New York City time)
     three Business Days before the date of such proposed
     Competitive Bid Borrowing, in the case of a Competitive Bid
     Borrowing consisting of LIBO Rate Advances of the minimum
     amount and maximum amount of each Competitive Bid Advance
     which such Lender would be willing to make as part of such
     proposed Competitive Bid Borrowing (which amounts may,
     subject to the proviso to the first sentence of this
     Section 2.03(a), exceed such Lender's Commitment, if any),
     the rate or rates of interest therefor and such Lender's
     Applicable Lending Office with respect to such Competitive
     Bid Advance; provided that if the Agent in its capacity as a
     Lender shall, in its sole discretion, elect to make any such
     offer, it shall notify the Borrower of such offer at least
     30 minutes before the time and on the date on which notice
     of such election is to be given to the Agent, by the other
     Lenders.  If any Lender shall elect not to make such an
     offer, such Lender shall so notify the Agent before
     10:00 A.M. (New York City time) on the date on which notice
     of such election is to be given to the Agent by the other
     Lenders, and such Lender shall not be obligated to, and
     shall not, make any Competitive Bid Advance as part of such
     Competitive Bid Borrowing; provided that the failure by any
     Lender to give such notice shall not cause such Lender to be
     obligated to make any Competitive Bid Advance as part of
     such proposed Competitive Bid Borrowing.

               (iii)     The Borrower shall, in turn, (A) before
     12:00 noon (New York City time) on the date of such proposed
     Competitive Bid Borrowing, in the case of a Competitive Bid
     Borrowing consisting of Fixed Rate Advances and (B) before
     12:30 P.M. (New York City time) three Business Days before
     the date of such proposed Competitive Bid Borrowing, in the
     case of a Competitive Bid Borrowing consisting of LIBO Rate
     Advances, either:

                         (x)  cancel such Competitive Bid Borrowing by
          giving the Agent notice to that effect, or



                                19
<PAGE>
                         (y)  accept one or more of the offers made by any
          Lender or Lenders pursuant to paragraph (ii) above, in
          its sole discretion, by giving notice to the Agent of
          the amount of each Competitive Bid Advance (which
          amount shall be equal to or greater than the minimum
          amount, and equal to or less than the maximum amount,
          notified to the Borrower by the Agent on behalf of such
          Lender for such Competitive Bid Advance pursuant to
          paragraph (ii) above) to be made by each Lender as part
          of such Competitive Bid Borrowing, and reject any
          remaining offers made by Lenders pursuant to
          paragraph (ii) above by giving the Agent notice to that
          effect.  The Borrower shall accept the offers made by
          any Lender or Lenders to make Competitive Bid Advances
          in order of the lowest to the highest rates of interest
          offered by such Lenders.  If two or more Lenders have
          offered the same interest rate, the amount to be
          borrowed at such interest rate will be allocated among
          such Lenders in proportion to the amount that each such
          Lender offered at such interest rate.

               (iv) If the Borrower notifies the Agent that such
     Competitive Bid Borrowing is cancelled pursuant to
     paragraph (iii)(x) above, the Agent shall give prompt notice
     thereof to the Lenders and such Competitive Bid Borrowing
     shall not be made.

               (v)  If the Borrower accepts one or more of the offers
     made by any Lender or Lenders pursuant to paragraph (iii)(y)
     above, the Agent shall in turn promptly notify (A) each
     Lender that has made an offer as described in paragraph (ii)
     above, of the date and aggregate amount of such Competitive
     Bid Borrowing and whether or not any offer or offers made by
     such Lender pursuant to paragraph (ii) above have been
     accepted by the Borrower, (B) each Lender that is to make a
     Competitive Bid Advance as part of such Competitive Bid
     Borrowing, of the amount of each Competitive Bid Advance to
     be made by such Lender as part of such Competitive Bid
     Borrowing, and (C) each Lender that is to make a Competitive
     Bid Advance as part of such Competitive Bid Borrowing, upon
     receipt, that the Agent has received forms of documents
     appearing to fulfill the applicable conditions set forth in
     Article III.  Each Lender that is to make a Competitive Bid
     Advance as part of such Competitive Bid Borrowing shall,
     before 12:00 noon (New York City time) on the date of such
     Competitive Bid Borrowing specified in the notice received
     from the Agent pursuant to clause (A) of the preceding
     sentence or any later time when such Lender shall have
                                20
<PAGE>
     received notice from the Agent pursuant to clause (C) of the
     preceding sentence, make available for the account of its
     Applicable Lending Office to the Agent at the Agent's
     Account, in same day funds, such Lender's portion of such
     Competitive Bid Borrowing.  Upon fulfillment of the
     applicable conditions set forth in Article III and after
     receipt by the Agent of such funds, the Agent will make such
     funds available to the Borrower at the Agent's address
     referred to in Section 9.02.  Promptly after each
     Competitive Bid Borrowing the Agent will notify each Lender
     of the amount of the Competitive Bid Borrowing, the
     consequent Competitive Bid Reduction and the dates upon
     which such Competitive Bid Reduction commenced and will
     terminate.

               (vi) If the Borrower notifies the Agent that it accepts
     one or more of the offers made by any Lender or Lenders
     pursuant to paragraph (iii)(y) above, such notice of
     acceptance shall be irrevocable and binding on the Borrower.
     The Borrower shall indemnify each Lender against any loss,
     cost or expense incurred by such Lender as a result of any
     failure to fulfill on or before the date specified in the
     related Notice of Competitive Bid Borrowing for such
     Competitive Bid Borrowing the applicable conditions set
     forth in Article III, including, without limitation, any
     loss (including loss of anticipated profits), cost or
     expense incurred by reason of the liquidation or
     reemployment of deposits or other funds acquired by such
     Lender to fund the Competitive Bid Advance to be made by
     such Lender as part of such Competitive Bid Borrowing when
     such Competitive Bid Advance, as a result of such failure,
     is not made on such date.

          (b)  Each Competitive Bid Borrowing shall be in an
aggregate amount of $25,000,000 or an integral multiple of
$1,000,000 in excess thereof and, following the making of each
Competitive Bid Borrowing, the Borrower shall be in compliance
with the limitation set forth in the proviso to the first
sentence of subsection (a) above.

          (c)  Within the limits and on the conditions set forth
in this Section 2.03, the Borrower may from time to time borrow
under this Section 2.03, repay or prepay pursuant to
subsection (d) below, and reborrow under this Section 2.03,
provided that a Competitive Bid Borrowing shall not be made
within two Business Days of the date of any other Competitive Bid
Borrowing.

                                21
<PAGE>
          (d)  The Borrower shall repay to the Agent for the
account of each Lender that has made a Competitive Bid Advance,
on the maturity date of each Competitive Bid Advance (such
maturity date being that specified by the Borrower for repayment
of such Competitive Bid Advance in the related Notice of
Competitive Bid Borrowing delivered pursuant to subsection (a)(i)
above and provided in the Competitive Bid Note evidencing such
Competitive Bid Advance), the then unpaid principal amount of
such Competitive Bid Advance.  The Borrower shall have no right
to prepay any principal amount of any Competitive Bid Advance
unless, and then only on the terms, specified by the Borrower for
such Competitive Bid Advance in the related Notice of Competitive
Bid Borrowing delivered pursuant to subsection (a)(i) above and
set forth in the Competitive Bid Note evidencing such Competitive
Bid Advance.

          (e)  The Borrower shall pay interest on the unpaid
principal amount of each Competitive Bid Advance from the date of
such Competitive Bid Advance to the date the principal amount of
such Competitive Bid Advance is repaid in full, at the rate of
interest for such Competitive Bid Advance specified by the Lender
making such Competitive Bid Advance in its notice with respect
thereto delivered pursuant to subsection (a)(ii) above, payable
on the interest payment date or dates specified by the Borrower
for such Competitive Bid Advance in the related Notice of
Competitive Bid Borrowing delivered pursuant to subsection (a)(i)
above, as provided in the Competitive Bid Note evidencing such
Competitive Bid Advance.  Upon the occurrence and during the
continuance of an Event of Default under Section 6.01(a), the
Borrower shall pay interest on the amount of unpaid principal of
each Competitive Bid Advance owing to a Lender, payable in
arrears on the date or dates interest is payable thereon, at a
rate per annum equal at all times to 2% per annum above the rate
per annum required to be paid on such Competitive Bid Advance
under the terms of the Competitive Bid Note evidencing such
Competitive Bid Advance unless otherwise agreed in such
Competitive Bid Note.

          (f)  The indebtedness of the Borrower resulting from
each Competitive Bid Advance made to the Borrower as part of a
Competitive Bid Borrowing shall be evidenced by a separate
Competitive Bid Note of the Borrower payable to the order of the
Lender making such Competitive Bid Advance.

          SECTION 2.04.  Fees.  (a)  Facility Fee.  The Borrower
agrees to pay to the Agent for the account of each Lender a
facility fee on the aggregate amount of such Lender's Commitment

                                22
<PAGE>
from the Effective Date in the case of each Initial Lender and
from the effective date specified in the Assignment and
Acceptance pursuant to which it became a Lender in the case of
each other Lender until the Termination Date at a rate per annum
equal to the Applicable Percentage in effect from time to time,
payable in arrears quarterly on the last day of each January,
April, July and October, commencing October 31, 2001, and on the
Termination Date.

          (b)  Agent's Fees.  The Borrower shall pay to the Agent
for its own account such fees as may from time to time be agreed
between the Borrower and the Agent.

          SECTION 2.05.  Optional Termination or Reduction of the
Commitments.  The Borrower shall have the right, upon at least
three Business Days' notice to the Agent, to terminate in whole
or permanently reduce ratably in part the unused portions of the
respective Commitments of the Lenders, provided that each partial
reduction shall be in the aggregate amount of $25,000,000 or an
integral multiple of $1,000,000 in excess thereof and provided
further that the aggregate amount of the Commitments of the
Lenders shall not be reduced to an amount that is less than the
aggregate principal amount of the Competitive Bid Advances then
outstanding.

          SECTION 2.06.  Repayment of Revolving Credit Advances.
The Borrower shall repay to the Agent for the ratable account of
the Lenders on the Termination Date the aggregate principal
amount of the Revolving Credit Advances then outstanding.

          SECTION 2.07.  Interest on Revolving Credit Advances.
(a)  Scheduled Interest.  The Borrower shall pay interest on the
unpaid principal amount of each Revolving Credit Advance owing to
each Lender from the date of such Revolving Credit Advance until
such principal amount shall be paid in full, at the following
rates per annum:

               (i)  Base Rate Advances.  During such periods as such
     Revolving Credit Advance is a Base Rate Advance, a rate per
     annum equal at all times to the sum of (x) the Base Rate in
     effect from time to time plus (y) the Applicable Margin in
     effect from time to time plus (z) the Applicable Utilization
     Fee, if any, in effect from time to time, payable in arrears
     quarterly on the last day of each January, April, July and
     October during such periods and on the date such Base Rate
     Advance shall be Converted or paid in full.


                                23
<PAGE>
               (ii) Eurodollar Rate Advances.  During such periods as
     such Revolving Credit Advance is a Eurodollar Rate Advance,
     a rate per annum equal at all times during each Interest
     Period for such Revolving Credit Advance to the sum of
     (x) the Eurodollar Rate for such Interest Period for such
     revolving Credit Advance plus (y) the Applicable Margin in
     effect from time to time plus (z) the Applicable Utilization
     Fee, if any, in effect from time to time, payable in arrears
     on the last day of such Interest Period and, if such
     Interest Period has a duration of more than three months, on
     each day that occurs during such Interest Period every three
     months from the first day of such Interest Period and on the
     date such Eurodollar Rate Advance shall be Converted or paid
     in full.

          (b)  Default Interest.  Upon the occurrence and during
the continuance of an Event of Default under Section 6.01(a), the
Agent may, and upon the request of the Required Lenders shall,
require the Borrower to pay interest ("Default Interest") on the
unpaid principal amount of each Revolving Credit Advance owing to
each Lender, payable in arrears on the dates referred to in
clause (a)(i) or (a)(ii) above, at a rate per annum equal at all
times to 2% per annum above the rate per annum required to be
paid on such Revolving Credit Advance pursuant to clause (a)(i)
or (a)(ii) above, provided, however, that following acceleration
of the Advances pursuant to Section 6.01, Default Interest shall
accrue and be payable hereunder whether or not previously
required by the Agent.

          SECTION 2.08.  Additional Interest on Eurodollar Rate
Advances and LIBO Rate Advances.  The Borrower shall pay to each
Lender, so long as such Lender shall be required under
regulations of the Board of Governors of the Federal Reserve
System to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities, additional
interest on the unpaid principal amount of each Eurodollar Rate
Advance and each LIBO Rate Advance of such Lender to the
Borrower, from the date of such Advance until maturity of such
Advance, at an interest rate per annum equal at all times during
the Interest Period for such Advance to the difference obtained
by subtracting (i) the Eurodollar Rate or the LIBO Rate, as the
case may be, for such Interest Period from (ii) the rate obtained
by dividing such rate referred to in clause (i) above by that
percentage equal to 100% minus the Reserve Percentage of such
Lender for such Interest Period, payable on each date on which
interest is payable on such Advance.  Such additional interest
shall be determined by such Lender.  A certificate as to the

                                24

<PAGE>
amount of such additional interest, submitted to the Borrower and
the Agent by such Lender, shall be conclusive and binding for all
purposes, absent manifest error.

          SECTION 2.09.  Interest Rate Determination.  (a)  Each
Reference Bank agrees to furnish to the Agent timely information
for the purpose of determining each Eurodollar Rate and each LIBO
Rate.  If any one or more of the Reference Banks shall not
furnish such timely information to the Agent for the purpose of
determining any such interest rate, the Agent shall determine
such interest rate on the basis of timely information furnished
by the remaining Reference Banks.  The Agent shall give prompt
notice to the Borrower and the Lenders of the applicable interest
rate determined by the Agent for purposes of Section 2.07(a)(i)
or (ii), and the rate, if any, furnished by each Reference Bank
for the purpose of determining the interest rate under
Section 2.07(a)(ii).

          (b)  If, with respect to any Eurodollar Rate Advances,
the Required Lenders at least one Business Day before the date of
any proposed Revolving Credit Advance, notify the Agent that the
Eurodollar Rate for any Interest Period for such Advances will
not adequately reflect the cost to such Required Lenders of
making, funding or maintaining their respective Eurodollar Rate
Advances for such Interest Period, the Agent shall forthwith so
notify the Borrower and the Lenders, whereupon (i) each
Eurodollar Rate Advance will automatically, on the last day of
the then existing Interest Period therefor, Convert into a Base
Rate Advance, and (ii) the obligation of the Lenders to make, or
to Convert Revolving Credit Advances into, Eurodollar Rate
Advances shall be suspended until the Agent shall notify the
Borrower and the Lenders that the circumstances causing such
suspension no longer exist.

          (c)  If the Borrower shall fail to select the duration
of any Interest Period for any Eurodollar Rate Advances in
accordance with the provisions contained in the definition of
"Interest Period" in Section 1.01, the Agent will forthwith so
notify the Borrower and the Lenders and such Advances will
automatically, on the last day of the then existing Interest
Period therefor, Convert into Base Rate Advances.

          (d)  Upon the occurrence and during the continuance of
any Event of Default, (i) each Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest
Period therefor, Convert into a Base Rate Advance and (ii) the
obligation of the Lenders to make, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended.
                                25
<PAGE>
          (e)  If Telerate Markets Page 3750 is unavailable and
fewer than two Reference Banks furnish timely information to the
Agent for determining the Eurodollar Rate or LIBO Rate for any
Eurodollar Rate Advances or LIBO Rate Advances, as the case may
be,

               (i)   the Agent shall forthwith notify the Borrower
     and the Lenders that the interest rate cannot be determined
     for such Eurodollar Rate Advances or LIBO Rate Advances, as
     the case may be,

               (ii)  with respect to Eurodollar Rate Advances, each
     such Advance will automatically, on the last day of the then
     existing Interest Period therefor, Convert into a Base Rate
     Advance (or if such Advance is then a Base Rate Advance,
     will continue as a Base Rate Advance), and

               (iii) the obligation of the Lenders to make Eurodollar
     Rate Advances or LIBO Rate Advances or to Convert Revolving
     Credit Advances into Eurodollar Rate Advances shall be
     suspended until the Agent shall notify the Borrower and the
     Lenders that the circumstances causing such suspension no
     longer exist.

          SECTION 2.10.  Optional Conversion of Revolving Credit
Advances.  The Borrower may on any Business Day, upon notice
given to the Agent not later than 11:00 A.M. (New York City time)
on the third Business Day prior to the date of the proposed
Conversion and subject to the provisions of Sections 2.09 and
2.13, Convert all Revolving Credit Advances of one Type
comprising the same Borrowing into Revolving Credit Advances of
the other Type; provided, however, that any Conversion of Base
Rate Advances into Eurodollar Rate Advances shall be in an amount
not less than the minimum amount specified in Section 2.02(b).
Each such notice of a Conversion shall, within the restrictions
specified above, specify (i) the date of such Conversion,
(ii) the Revolving Credit Advances to be Converted, and (iii) if
such Conversion is into Eurodollar Rate Advances, the duration of
the initial Interest Period for each such Advance.  Each notice
of Conversion shall be irrevocable and binding on the Borrower.

          SECTION 2.11.  Prepayments of Revolving Credit
Advances.  The Borrower may, upon notice at least two Business
Days' prior to the date of such prepayment, in the case of
Eurodollar Rate Advances, and not later than 11:00 A.M. (New York
City time) on the date of such prepayment, in the case of Base
Rate Advances, to the Agent stating the proposed date and
aggregate principal amount of the prepayment, and if such notice
                                26

<PAGE>
is given the Borrower shall, prepay the outstanding principal
amount of the Revolving Credit Advances comprising part of the
same Revolving Credit Borrowing in whole or ratably in part,
together with accrued interest to the date of such prepayment on
the principal amount prepaid; provided, however, that in the
event of any such prepayment of a Eurodollar Rate Advance, the
Borrower shall be obligated to reimburse the Lenders in respect
thereof pursuant to Section 9.04(c).

          SECTION 2.12.  Increased Costs.  (a)  If, due to either
(i) at any time after July 31, 2001, the introduction of or any
change (other than any change by way of imposition or increase of
reserve requirements referred to in Section 2.08) in or in the
interpretation of any law or regulation or (ii) the compliance
with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender of agreeing
to make or making, funding or maintaining Eurodollar Rate
Advances or LIBO Rate Advances made to the Borrower (excluding
for purposes of this Section 2.12 any  such increased costs
resulting from (i) Taxes or Other Taxes (as to which Section 2.15
shall govern) and (ii) changes in the basis of taxation of
overall net income or overall gross income by the United States
or by the foreign jurisdiction or state under the laws of which
such Lender is organized or has its Applicable Lending Office or
any political subdivision thereof), then the Borrower shall from
time to time, upon demand by such Lender (with a copy of such
demand to the Agent), pay to the Agent for the account of such
Lender additional amounts sufficient to reimburse such Lender for
such increased cost.  A certificate as to the amount of such
increased cost, submitted to the Borrower and the Agent by such
Lender, shall be conclusive and binding for all purposes, absent
manifest error.

     (b)  If either (i) at any time after July 31, 2001, the
introduction of or any change in or in the interpretation of any
law or regulation or (ii) compliance by any Lender with any
guideline, order or request from any central bank, court or
administrative or governmental authority (whether or not having
the force of law) affects or would affect the amount of capital
required or expected to be maintained by any Lender or any
corporation controlling such Lender, or has the effect of
reducing the rate of return on such Lender's or such
corporation's capital, and such Lender determines that the amount
of such capital is increased by or based upon, or such rate of
return is reduced as a consequence of, such Lender's making,
funding or maintaining Eurodollar Rate Advances or LIBO Rate
Advances hereunder, or such Lender's commitments hereunder, then,
                                27
<PAGE>
upon demand by such Lender (with a copy of such demand to the
Agent), the Borrower shall immediately pay to the Agent for the
account of such Lender, from time to time as specified by such
Lender, additional amounts sufficient to compensate such Lender
in the light of such circumstances, to the extent that such
Lender reasonably determines such increase in capital to be
allocable to such Lender's making, funding or maintaining
Eurodollar Rate Advances or LIBO Rate Advances hereunder, or such
Lender's commitment to lend hereunder.  A certificate as to such
amounts submitted to the Borrower and the Agent by such Lender
shall be conclusive and binding for all purposes, absent manifest
error.

     SECTION 2.13.  Illegality.  Notwithstanding any other
provision of this Agreement, if any Lender shall notify the Agent
that the introduction of or any change in or in the
interpretation of any law or regulation makes it unlawful, or any
central bank or other governmental authority asserts that it is
unlawful, for any Lender or its Eurodollar Lending Office to
perform its obligations hereunder to make Eurodollar Rate
Advances or LIBO Rate Advances or to fund or maintain Eurodollar
Rate Advances or LIBO Rate Advances hereunder, (a) each
Eurodollar Rate Advance or LIBO Rate Advance of such Lender, as
the case may be, will automatically, upon such demand or, if
permitted by law, at the end of each applicable Interest Period,
Convert into a Base Rate Advance or an Advance that bears
interest at the rate set forth in Section 2.07(a)(i), as the case
may be, and (b) the obligation of such Lender to make Eurodollar
Rate Advances or LIBO Rate Advances or to Convert Revolving
Credit Advances into Eurodollar Rate Advances shall be suspended
until the Agent shall notify the Borrower and the Lender that the
circumstances causing such suspension no longer exist.

     SECTION 2.14.  Payments and Computations.  (a)  The Borrower
shall make each payment hereunder without set-off or counterclaim
not later than 11:00 A.M. (New York City time) on the day when
due in U.S. dollars to the Agent at the Agent's Account in same
day funds.  The Agent will promptly thereafter cause to be
distributed like funds relating to the payment of principal or
interest or facility fees ratably (other than amounts payable
pursuant to Section 2.03, 2.12, 2.15 or 9.04(c)) to the Lenders
for the account of their respective Applicable Lending Offices,
and like funds relating to the payment of any other amount
payable to any Lender to such Lender for the account of its
Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement.  Upon its acceptance
of an Assignment and Acceptance and recording of the information

                                28
<PAGE>
contained therein in the Register pursuant to Section 9.07(c),
from and after the effective date specified in such Assignment
and Acceptance, the Agent shall make all payments hereunder and
under the Notes in respect of the interest assigned thereby to
the Lender assignee thereunder, and the parties to such
Assignment and Acceptance shall make all appropriate adjustments
in such payments for periods prior to such effective date
directly between themselves.

          (b)   The Borrower hereby authorizes each Lender, if
and to the extent payment owed to such Lender is not made when
due hereunder or under the Note held by such Lender, to charge
from time to time against any or all of the Borrower's accounts
with such Lender any amount so due.

          (c)   All computations of interest based on the Base
Rate shall be made by the Agent on the basis of a year of 365 or
366 days, as the case may be, and all computations of interest
based on the Eurodollar Rate, the LIBO Rate or the Federal Funds
Rate or in respect of Fixed Rate Advances and of facility fees
shall be made by the Agent on the basis of a year of 360 days, in
each case for the actual number of days (including the first day
but excluding the last day) occurring in the period for which
such interest or facility fees are payable.  Each determination
by the Agent of an interest rate hereunder shall be conclusive
and binding for all purposes, absent manifest error.

          (d)   Whenever any payment hereunder or under the
Notes shall be stated to be due on a day other than a Business
Day, such payment shall be made on the next succeeding Business
Day, and such extension of time shall in such case be included in
the computation of payment of interest or facility fee, as the
case may be; provided, however, that, if such extension would
cause payment of interest on or principal of Eurodollar Rate
Advances or LIBO Rate Advances to be made in the next following
calendar month, such payment shall be made on the next preceding
Business Day.

          (e)   Unless the Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the
Lenders hereunder that the Borrower will not make such payment in
full, the Agent may assume that the Borrower has made such
payment in full to the Agent on such date and the Agent may, in
reliance upon such assumption, cause to be distributed to each
Lender on such due date an amount equal to the amount then due
such Lender.  If and to the extent the Borrower shall not have so
made such payment in full to the Agent, each Lender shall repay
to the Agent forthwith on demand such amount distributed to such
                                29
<PAGE>
Lender together with interest thereon, for each day from the date
such amount is distributed to such Lender until the date such
Lender repays such amount to the Agent, at the Federal Funds
Rate.

          SECTION 2.15.  Taxes.  (a)  Any and all payments by the
Borrower hereunder (other than payments made under Section 2.03)
or under the Revolving Credit Notes shall be made, in accordance
with Section 2.14, free and clear of and without deduction for
any and all present or future taxes, levies, imposts, deductions,
charges, or withholdings, and all liabilities with respect
thereto excluding, in the case of each Lender and the Agent,
taxes imposed on its net income and franchise taxes imposed on it
by the United States of America or any political subdivision
thereof or therein (including Puerto Rico) and, in the case of
each Lender, taxes imposed on its net income and franchise taxes
imposed on it as a result of making any Revolving Credit Advance,
by the jurisdiction of such Lender's Applicable Lending Office or
any political subdivision thereof (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings, and
liabilities being hereinafter referred to as "Taxes").  If the
Borrower shall be required by law to deduct any Taxes from or in
respect of any sum payable hereunder (other than sums payable
under Section 2.03) or under any Revolving Credit Note to any
Lender or the Agent, (i) the sum payable shall be increased as
may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under
this Section 2.15) such Lender or the Agent (as the case may be)
receives an amount equal to the sum it would have received had no
such deductions been made, (ii) the Borrower shall make such
deductions, and (iii) the Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in
accordance with applicable law.

          (b)   In addition, the Borrower agrees to pay any
present or future stamp or documentary taxes or any other excise
or property taxes, charges, or similar levies which arise from
any payment made hereunder (other than payments under
Section 2.03) or under the Revolving Credit Notes or from the
execution, delivery or registration of, or otherwise with respect
to, this Agreement, the Revolving Credit Notes (hereinafter
referred to as "Other Taxes").

          (c)   The Borrower will indemnify each Lender and the
Agent for the full amount of Taxes and Other Taxes (including,
without limitation, any taxes imposed by any jurisdiction on
amounts payable under this Section 2.15) paid by such Lender or

                                30

<PAGE>
Agent (as the case may be) and any liability (including
penalties, interest, and expenses) arising therefrom or with
respect thereto, whether or not such Taxes or Other Taxes were
correctly or legally asserted.  This indemnification shall be
made within 30 days from the date such Lender or the Agent (as
the case may be) makes written demand therefor.  A certificate as
to any additional amount payable to any Lender under this
Section 2.15 submitted to the Borrower and the Agent (if a Lender
is so submitting) by such Lender or the Agent shall show in
reasonable detail the amount payable and the calculations used to
determine such amount and shall, absent manifest error, be final,
conclusive and binding upon all parties hereto.  Each Lender
agrees that, to the extent that any Taxes are otherwise required
to be paid or deducted or withheld pursuant to this Section 2.15
in respect of any payments under this Agreement and such Lender
or the Agent is entitled to claim an exemption in respect of all
or a portion of such Taxes, such Lender or the Agent, as
applicable, shall provide the Borrower with all necessary
certificates as are required to obtain the benefits of such
exemption.  With respect to such deduction or withholding for or
on account of any Taxes and to confirm that all such Taxes have
been paid to the appropriate authorities, the Borrower shall
promptly (and in any event not later than 30 days after receipt)
furnish to each Lender such certificates, receipts and other
documents as may be required (in the judgment of such Lender) to
establish any tax credit to which such Lender may be entitled.

          (d)   Within 30 days after the date of any payment of
Taxes or Other Taxes by the Borrower, the Borrower will furnish
to the Agent, at its address referred to in Section 9.02, the
original or a certified copy of a receipt evidencing payment
thereof.

          (e)   Within thirty days following the date hereof
(or, in the case of any assignee, on the effective date of its
becoming a "Lender" hereunder), each Lender organized under the
laws of a jurisdiction outside the United States shall provide
the Administrative Agent with the forms prescribed by the
Internal Revenue Service of the United States certifying such
Lender's exemption from United States withholding taxes with
respect to all payments to be made to such Lender hereunder and
under any of the Notes, and each such Lender shall thereafter
provide the Agent with such supplements and amendments thereto
and such additional forms as may from time to time be required by
applicable law.  Each Lender represents that, as of July 31,
2001, no Taxes are required to be withheld from payments made to
such Lender by the Borrower hereunder.

                                31
<PAGE>
          (f)   If any Lender benefits from or utilizes foreign
tax credits as a result of payments required to be made by the
Borrower hereunder, such Lender shall credit against future
payments to such Lender by the Borrower an amount equal to the
amount of tax eligible for such credit or, if no such future
payments are due, refund such amount to the Borrower.

          (g)   Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and
obligations of the Borrower contained in this Section 2.15 shall
survive the payment in full of principal and interest hereunder
and under the Revolving Credit Notes and the termination of this
Agreement.

          (h)   Any Lender claiming any additional amounts
payable pursuant to this Section 2.15 agrees to use best efforts
(consistent with its internal policy and legal and regulatory
restrictions) to change the jurisdiction of its Eurodollar
Lending Office if the making of such a change would avoid the
need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable
judgment of such Lender, otherwise materially adversely affect
such Advances or such Lender.

          SECTION 2.16.  Sharing of Payments, Etc.  If any Lender
shall obtain any payment (whether voluntary, involuntary, through
the exercise of any right of set-off, or otherwise) on account of
the Revolving Credit Advances owing to it (other than pursuant to
Section 2.12, 2.15 or 9.04(c)) in excess of its ratable share of
payments on account of the Revolving Credit Advances obtained by
all the Lenders, such Lender shall forthwith purchase from the
other Lenders such participations in the Revolving Credit
Advances owing to them as shall be necessary to cause such
purchasing Lender to share the excess payment ratably with each
of them; provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing
Lender, such purchase from each Lender shall be rescinded and
such Lender shall repay to the purchasing Lender the purchase
price to the extent of such recovery together with an amount
equal to such Lender's ratable share (according to the proportion
of (i) the amount of such Lender's required repayment to (ii) the
total amount so recovered from the purchasing Lender) of any
interest or other amount paid or payable by the purchasing Lender
in respect of the total amount so recovered.  The Borrower agrees
that any Lender so purchasing a participation from another Lender
pursuant to this Section 2.16 may, to the fullest extent
permitted by law, exercise all its rights of payment (including
the right of set-off) with respect to such participation as fully
                                32
<PAGE>
as if such Lender were the direct creditor of the Borrower in the
amount of such participation.

          SECTION 2.17.  Evidence of Debt.  (a)  Each Lender
shall maintain in accordance with its usual practice an account
or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Revolving Credit Advance owing to such
Lender from time to time, including the amounts of principal and
interest payable and paid to such Lender from time to time
hereunder in respect of Revolving Credit Advances.  The Borrower
agrees that upon notice by any Lender to the Borrower (with a
copy of such notice to the Agent) to the effect that a Revolving
Credit Note is required or appropriate in order for such Lender
to evidence (whether for purposes of pledge, enforcement or
otherwise) the Revolving Credit Advances owing to, or to be made
by, such Lender, the Borrower shall promptly execute and deliver
to such Lender a Revolving Credit Note payable to the order of
such Lender in a principal amount up to the Commitment of such
Lender.

          (b)   The Register maintained by the Agent pursuant to
Section 9.07(d) shall include a control account, and a subsidiary
account for each Lender, in which accounts (taken together) shall
be recorded (i) the date and amount of each Borrowing made
hereunder, the Type of Advances comprising such Borrowing and, if
appropriate, the Interest Period applicable thereto, (ii) the
terms of each Assignment and Acceptance delivered to and accepted
by it, (iii) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each
Lender hereunder and (iv) the amount of any sum received by the
Agent from the Borrower hereunder and each Lender's share
thereof.

          (c)   Entries made in good faith by the Agent in the
Register pursuant to subsection (b) above, and by each Lender in
its account or accounts pursuant to subsection (a) above, shall
be prima facie evidence of the amount of principal and interest
due and payable or to become due and payable from the Borrower
to, in the case of the Register, each Lender and, in the case of
such account or accounts, such Lender, under this Agreement,
absent manifest error; provided, however, that the failure of the
Agent or such Lender to make an entry, or any finding that an
entry is incorrect, in the Register or such account or accounts
shall not limit or otherwise affect the obligations of the
Borrower under this Agreement.



                                33
<PAGE>
          SECTION 2.18.  Use of Proceeds.  The proceeds of the
Advances shall be available (and the Borrower agrees that it
shall use such proceeds) for general corporate purposes,
including, without limitation, acquisitions.

                           ARTICLE III

             CONDITIONS TO EFFECTIVENESS AND LENDING

          SECTION 3.01.  Conditions Precedent to Effectiveness of
this Agreement.  This Agreement shall become effective on and as
of the first date (the "Effective Date") on which the following
conditions precedent have been satisfie

               (a)  The Borrower shall have paid all accrued fees and
     expenses of the Agent and the Lenders (including the accrued
     fees and expenses of counsel to the Agent).

               (b)  On the Effective Date, the following statements
     shall be true and the Agent shall have received for the
     account of each Lender a certificate signed by a duly
     authorized officer of the Borrower, dated the Effective
     Date, stating that:

                         (i)  The representations and warranties contained
          in Section 4.01 are correct on and as of the Effective
          Date, and

                         (ii) No event has occurred and is continuing that
          constitutes a Default.

               (c)  The Agent shall have received on or before the
     Effective Date the following, each dated such day, in form
     and substance satisfactory to the Agent and (except for the
     Revolving Credit Notes) in sufficient copies for each
     Lender:

                         (i)  The Revolving Credit Notes to the order of
          the Lenders to the extent requested by any Lender
          pursuant to Section 2.17.

                         (ii) Certified copies of the resolutions of the
          Board of Directors of each of the Borrower and the
          Guarantor approving this Agreement and the Notes, and
          of all documents evidencing other necessary corporate
          action and governmental approvals, if any, with respect
          to this Agreement and the Notes.

                                34

<PAGE>
                         (iii)     A certificate of the Secretary or an
          Assistant Secretary of each of the Borrower and the
          Guarantor certifying the names and true signatures of
          the officers of such Person authorized to sign this
          Agreement and the Notes and the other documents to be
          delivered by it hereunder.

                         (iv) A favorable opinion of Latham & Watkins,
          special counsel for the Borrower and the Guarantor,
          substantially in the form of Exhibit D-1 hereto and as
          to such other matters as any Lender through the Agent
          may reasonably request.

                         (v)  A favorable opinion of the General Counsel of
          the Borrower and the Guarantor, substantially in the
          form of Exhibit D-2 hereto and as to such other matters
          as any Lender through the Agent may reasonably request.

                         (vi) A favorable opinion of Shearman & Sterling,
          counsel for the Agent, in form and substance
          satisfactory to the Agent.

               (d)  The Borrower shall have terminated the
     commitments, and paid in full all Debt, interest, fees and
     other amounts outstanding, under the Amended and Restated
     Credit Agreement dated as of July 23, 1996, as amended,
     among the Borrower, the Guarantor, the lenders parties
     thereto, Citibank, as administrative agent for the lenders,
     and The Bank of New York, Credit Lyonnais Chicago Branch,
     The First National Bank of Chicago and NationsBank, N.A., as
     co-agent for the lenders, and each of the Lenders that is a
     party to such credit agreement hereby waives, upon execution
     of this Agreement, the requirement of prior notice under
     such credit agreement relating to the termination of
     commitments thereunder.

          SECTION 3.02.  Conditions Precedent to Each Revolving
Credit Borrowing.  The obligation of each Lender to make a
Revolving Credit Advance on the occasion of each Revolving Credit
Borrowing shall be subject to the conditions precedent that the
Effective Date shall have occurred and on the date of such
Revolving Credit Borrowing (a) the following statements shall be
true (and each of the giving of the applicable Notice of
Revolving Credit Borrowing and the acceptance by the Borrower of
the proceeds of such Revolving Credit Borrowing shall constitute
a representation and warranty by the Borrower that on the date of
such Borrowing such statements are true):

                                35
<PAGE>
               (i)  the representations and warranties contained in
     Section 4.01 (except the representations set forth in
     subsection (e) thereof and in subsection (f) thereof) are
     correct on and as of such date, before and after giving
     effect to such Revolving Credit Borrowing and to the
     application of the proceeds therefrom, as though made on and
     as of such date, and

               (ii) no event has occurred and is continuing, or would
     result from such Revolving Credit Borrowing or from the
     application of the proceeds therefrom, that constitutes a
     Default;

and (b) the Agent shall have received such other approvals,
opinions or documents as any Lender through the Agent may
reasonably request.

          SECTION 3.03.  Conditions Precedent to Each Competitive
Bid Borrowing.  The obligation of each Lender that is to make a
Competitive Bid Advance on the occasion of a Competitive Bid
Borrowing to make such Competitive Bid Advance as part of such
Competitive Bid Borrowing is subject to the conditions precedent
that (i) the Agent shall have received the written confirmatory
Notice of Competitive Bid Borrowing with respect thereto,
(ii) on or before the date of such Competitive Bid Borrowing, but
prior to such Competitive Bid Borrowing, the Agent shall have
received a Competitive Bid Note payable to the order of such
Lender for each of the one or more Competitive Bid Advances to be
made by such Lender as part of such Competitive Bid Borrowing, in
a principal amount equal to the principal amount of the
Competitive Bid Advance to be evidenced thereby and otherwise on
such terms as were agreed to for such Competitive Bid Advance in
accordance with Section 2.03, and (iii) on the date of such
Competitive Bid Borrowing the following statements shall be true
(and each of the giving of the applicable Notice of Competitive
Bid Borrowing and the acceptance by the Borrower of the proceeds
of such Competitive Bid Borrowing shall constitute a
representation and warranty by the Borrower that on the date of
such Competitive Bid Borrowing such statements are true):

               (a)  the representations and warranties contained in
     Section 4.01 (except the representations set forth in
     subsection (e) thereof and in subsection (f) thereof) are
     correct on and as of the date of such Competitive Bid
     Borrowing, before and after giving effect to such
     Competitive Bid Borrowing and to the application of the
     proceeds therefrom, as though made on and as of such date,
     and
                                36

<PAGE>
               (b)  no event has occurred and is continuing, or would
     result from such Competitive Bid Borrowing or from the
     application of the proceeds therefrom, that constitutes a
     Default.

          SECTION 3.04.  Determinations Under Section 3.01.  For
purposes of determining compliance with the conditions specified
in Section 3.01, each Lender shall be deemed to have consented
to, approved or accepted or to be satisfied with each document or
other matter required thereunder to be consented to or approved
by or acceptable or satisfactory to the Lenders unless an officer
of the Agent responsible for the transactions contemplated by
this Agreement shall have received notice from such Lender prior
to the date that the Borrower, by notice to the Lenders,
designates as the proposed Effective Date, specifying its
objection thereto.  The Agent shall promptly notify the Lenders
of the occurrence of the Effective Date.

                            ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES

          SECTION 4.01.  Representations and Warranties of the
Guarantor and the Borrower.  Each of the Guarantor and, with
respect to itself and its Subsidiaries, the Borrower represents
and warrants as follows:

               (a)  Each of the Guarantor and the Borrower is a
     corporation duly, organized, validly existing and in good
     standing under the laws of the jurisdiction indicated for it
     in the recital of parties to this Agreement.

               (b)  The execution, delivery and performance by each of
     the Guarantor and the Borrower of this Agreement and, in the
     case of the Borrower, the Notes to be delivered by it, are
     each within the Guarantor's and the Borrower's corporate
     powers, have been duly authorized by all necessary corporate
     action, and do not contravene (i) the Guarantor's or the
     Borrower's charter or by-laws or (ii) law, any judgment,
     order or injunction or any contractual restriction binding
     on or affecting the Guarantor or the Borrower.  The
     execution, delivery and performance by each of the Guarantor
     and the Borrower will not result in or require the creation
     of any Lien, claim or other charge or encumbrance upon or
     with respect to any of the Guarantor's or the Borrower's
     property or interests in property.


                                37

<PAGE>
               (c)  No authorization or approval or other action by,
     and no notice to or filing with, any governmental authority
     or regulatory body or any other third party is required for
     the due execution, delivery and performance by the Guarantor
     or the Borrower of this Agreement or, in the case of the
     Borrower, the Notes to be delivered by it.

               (d)  This Agreement has been duly executed and
     delivered by the Guarantor and the Borrower, and each of the
     Notes to be delivered by it when delivered hereunder will
     have been, duly executed and delivered by the Borrower.
     This Agreement is, and each of the Notes when delivered
     hereunder will be, the legal, valid and binding obligation
     of the Borrower, and this Agreement is the legal, valid and
     binding obligation of the Guarantor, in each case
     enforceable against the Borrower and the Guarantor in
     accordance with their respective terms, subject to the
     effect of any applicable bankruptcy, insolvency,
     reorganization or moratorium or similar laws affecting the
     rights of creditors generally and subject to general
     principles of equity (regardless of whether enforcement is
     sought in a proceeding at law or in equity).

               (e)  The Consolidated balance sheet of the Guarantor
     and its Subsidiaries as at February 3, 2001, and the related
     Consolidated statements of income and cash flows of the
     Guarantor and its Subsidiaries for the fiscal year then
     ended, accompanied by an opinion of Arthur Andersen LLP
     independent public accountants, and the Consolidated balance
     sheet of the Guarantor and its Subsidiaries as at May 5,
     2001, and the related Consoliidated statements of income of
     the Guarantor and its Subsidiaries for the three months then
     ended, duly certified by the chief financial officer of the
     Guarantor, copies of which have been furnished to each
     Lender, fairly present, subject, in the case of said balance
     sheet as at May 5, 2001, and said statements of income for
     the three months then ended, to year-end audit adjustments,
     the Consolidated financial condition of the Guarantor and
     its Subsidiaries as at such dates and the Consolidated
     results of the operations of the Guarantor and its
     Subsidiaries for the periods ended on such dates, all in
     accordance with generally accepted accounting principles
     consistently applied.  Since February 3, 2001, there has
     been no Material Adverse Change.

               (f)  There is no pending or, to the best of the
     Borrower's or the Guarantor's knowledge, threatened action

                                38

<PAGE>
     or proceeding to which the Guarantor or any of its
     Subsidiaries is or would be a party before any court,
     governmental agency, or arbitrator, that would, if adversely
     determined, have a Material Adverse Effect.  Neither the
     Guarantor nor any of its Subsidiaries is in default under
     any order of any court, arbitrator or governmental body, or
     under any instrument, document or agreement binding upon the
     Guarantor, any of its Subsidiaries or any of their
     respective properties, which default (alone or together with
     all other such defaults) would have a Material Adverse
     Effect.

               (g)  Neither the Guarantor nor any of its Subsidiaries
     or ERISA Affiliates has incurred any withdrawal liability
     under ERISA to any Multiemployer Plan that would have a
     Material Adverse Effect.

               (h)  Not more than twenty-five percent (25%) of the
     value of the assets subject to any "arrangement" (as such
     term is used in section 221.2(g)(1) of Regulation U of the
     Board of Governors of the Federal Reserve System) under this
     Agreement or the Notes is represented by Margin Stock.

               (i)  Neither the Borrower nor the Guarantor is an
     "investment company", or a company "controlled" by an
     "investment company", within the meaning of the Investment
     Company Act of 1940, as amended.

                            ARTICLE V

                    COVENANTS OF THE GUARANTOR

          SECTION 5.01.  Affirmative Covenants.  So long as any
Advance shall remain unpaid or any Lender shall have any
Commitment hereunder, the Guarantor will:

               (a)  Compliance with Laws, Etc.  Comply, and cause each
     of its Subsidiaries to comply, in all material respects,
     with all applicable laws, rules, regulations and orders,
     except to the extent that the failure to do so would not
     have a Material Adverse Effect.

               (b)  Payment of Taxes.  Pay and discharge, and cause
     each of its Subsidiaries to pay and discharge, before the
     same shall become delinquent, all taxes, assessments and
     governmental charges or levies imposed upon it or upon its
     property; provided, however, that neither the Guarantor nor

                                39

<PAGE>
     any of its Subsidiaries shall be required to pay or
     discharge any such tax, assessment, charge or levy that is
     being contested in good faith and by proper proceedings and
     as to which appropriate reserves are being maintained,
     unless and until any Lien resulting therefrom attaches to
     its property and such Lien is not otherwise permitted by
     this Agreement.

               (c)  Maintenance of Insurance.  Maintain, and cause
     each of its Subsidiaries to maintain, insurance with
     responsible and reputable insurance companies or
     associations in such amounts and covering such risks as is
     usually carried by companies engaged in similar businesses
     and owning similar properties in the same general areas in
     which the Guarantor or such Subsidiary operates; provided,
     however, that the Guarantor and its Subsidiaries may self-
     insure to the same extent as other companies engaged in
     similar businesses and owning similar properties in the same
     general areas in which the Guarantor or such Subsidiary
     operates.

               (d)  Preservation of Corporate Existence, Etc.
     Preserve and maintain, and cause each of its Subsidiaries to
     preserve and maintain, its corporate existence, rights
     (charter and statutory) and franchises; provided, however,
     that the Guarantor and its Subsidiaries may consummate any
     merger or consolidation permitted under Section 5.02(b) and
     provided further that neither the Guarantor nor any of its
     Subsidiaries shall be required to preserve any right or
     franchise where the failure to do so would not have a
     Material Adverse Effect.

               (e)  Visitation Rights.  At any reasonable time and
     from time to time upon reasonable notice, permit the Agent
     or any of the Lenders or any agents or representatives
     thereof, to examine the records and books of account of, and
     visit the properties of, the Guarantor and any of its
     Subsidiaries, and to discuss the affairs, finances and
     accounts of the Guarantor and any of its Subsidiaries with
     any of their financial officers.

               (f)  Keeping of Books.  Keep, and cause each of its
     Subsidiaries to keep, proper books of record and account in
     such detail as is necessary to allow the delivery of the
     reports required by clause (h) below, in which full and
     correct entries shall be made of all financial transactions
     and the assets and business of the Guarantor and each such

                                40
<PAGE>
     Subsidiary in accordance with generally accepted accounting
     principles in effect from time to time.

               (g)  Maintenance of Properties, Etc.  Maintain and
     preserve, and cause each of its Subsidiaries to maintain and
     preserve, all of its properties that are used in the conduct
     of its business in good working order and condition,
     ordinary wear and tear excepted, except where the failure to
     do so would not have a Material Adverse Effect.

               (h)  Reporting Requirements.  Furnish to the Lenders:

                         (i)  as soon as available and in any event within
          60 days after the end of each of the first three
          quarters of each fiscal year of the Guarantor, the
          Consolidated balance sheet of the Guarantor and its
          Subsidiaries as of the end of such quarter and the
          Consolidated statement of income of the Guarantor and
          its Subsidiaries for the period commencing at the end
          of the previous fiscal year and ending with the end of
          such quarter, duly certified (subject to year-end audit
          adjustments) by the chief financial officer of the
          Guarantor as having been prepared in accordance with
          generally accepted accounting principles and
          certificates of the chief financial officer of the
          Guarantor as to compliance with the terms of this
          Agreement and setting forth in reasonable detail the
          calculations necessary to demonstrate compliance with
          Section 5.03, provided that in the event of any change
          in generally accepted accounting principles used in the
          preparation of such financial statements, the Guarantor
          shall also provide, if necessary for the determination
          of compliance with Section 5.03, a statement of
          reconciliation conforming such financial statements to
          GAAP;

                         (ii) as soon as available and in any event within
          120 days after the end of each fiscal year of the
          Guarantor, a copy of the annual audit report for such
          year for the Guarantor and its Subsidiaries, containing
          the Consolidated balance sheet of the Guarantor and its
          Subsidiaries as of the end of such fiscal year and
          Consolidated statements of income and cash flows of the
          Guarantor and its Subsidiaries for such fiscal year, in
          each case accompanied by an opinion acceptable to the
          Required Lenders by Arthur Andersen LLP or other
          independent public accountants acceptable to the

                                41

<PAGE>
          Required Lenders, provided that in the event of any
          change in generally accepted accounting principles used
          in the preparation of such financial statements, the
          Guarantor shall also provide, if necessary for the
          determination of compliance with Section 5.03, a
          statement of reconciliation conforming such financial
          statements to GAAP;

                         (iii) as soon as possible and in any event
          within five days after the occurrence of each Default
          continuing on the date of such statement, a statement
          of the chief financial officer of the Borrower or the
          Guarantor setting forth details of such Default and the
          action that the Borrower and the Guarantor has taken
          and proposes to take with respect thereto;

                         (iv) promptly after the sending or filing thereof,
          copies of all reports that the Guarantor sends to any
          of its securityholders, and copies of all reports and
          registration statements that the Guarantor or any
          Subsidiary files with the Securities and Exchange
          Commission or any national securities exchange; and

                         (v)  such other information respecting the
          condition, financial or otherwise, or operations of the
          Guarantor or any of its Subsidiaries as any Lender
          through the Agent may from time to time reasonably
          request.

               (i)  Ownership of the Borrower.  Maintain at all times
     ownership by the Guarantor, directly or indirectly, of (i)
     all of the issued and outstanding common stock of the
     Borrower and (ii)  all other issued and outstanding Voting
     Stock of the Borrower.

               (j)  Assets of the Borrower.  Cause 51% or more of the
     Guarantor's Consolidated total assets, as at the end of each
     fiscal quarter, to be owned by the Borrower and Subsidiaries
     of the Borrower.

               (k)  Specified Intercompany Indebtedness.  Cause all
     Specified Intercompany Indebtedness to be (i) subordinate in
     right of payment to the prior payment in full of all
     obligations and liabilities of the Borrower arising under
     this Agreement or in connection herewith, (ii) structured in
     a manner such that no principal amount thereof shall be due
     or payable by the Borrower at any time prior to the later to

                                42

<PAGE>
     occur of the termination of this Agreement and the repayment
     in full of all obligations and liabilities of the Borrower
     arising hereunder or in connection herewith and (iii)
     evidenced by a Subordinated Note.  Upon the execution by the
     Borrower of any Subordinated Note, the Borrower shall
     provide a certified copy thereof to the Agent, who will
     provide a copy to each Lender.

          SECTION 5.02.  Negative Covenants.  So long as any
Advance shall remain unpaid or any Lender shall have any
Commitment hereunder, the Guarantor will not:

               (a)  Liens, Etc.  Create or suffer to exist, or permit
     any of its Subsidiaries to create or suffer to exist, any
     Lien securing Debt on or with respect to any of its
     properties, whether now owned or hereafter acquired, or
     assign, or permit any of its Subsidiaries to assign, any
     right to receive income to secure any Debt, other than:

                         (i)  the Liens existing on the Effective Date,
          provided that the aggregate principal amount of Debt
          secured by the Liens referred to in this clause (i)
          shall not exceed $130,000,000,

                         (ii) other Liens secured by real estate assets,
          provided that the aggregate principal amount of the
          Debt secured by the Liens referred to in this
          clause (ii)shall not exceed ten percent of the
          Guarantor's total assets (as shown on the most recent
          financial statements delivered in accordance with
          Section 5.01(h)) at any time outstanding,

                         (iii) other Liens securing Debt in an
          aggregate principal amount not to exceed two percent of
          the Guarantor's total assets (as shown on the most
          recent financial statements delivered in accordance
          with Section 5.01(h)) at any time outstanding, provided
          that no such Liens shall encumber any current assets of
          the Guarantor or any of its Subsidiaries, provided,
          further, that for purposes of the foregoing proviso the
          current portion of a long-term receivable subject to a
          Lien will not be treated as a current asset,

                         (iv) Liens in favor of the Guarantor or any of its
          Subsidiaries, and



                                43
<PAGE>
                         (v)  the replacement, extension or renewal of any
          Lien permitted by clause (i) above upon or in the same
          property theretofore subject thereto or the
          replacement, extension or renewal (without increase in
          the amount or change in any direct or contingent
          obligor) of the Debt secured thereby.

               (b)  Mergers, Etc.  Merge or consolidate with or into,
     or convey, transfer, lease or otherwise dispose of (whether
     in one transaction or in a series of transactions) all or
     substantially all of its assets (whether now owned or
     hereafter acquired) to, any Person, or permit any of its
     Subsidiaries to do so, except that (i) any Subsidiary of the
     Guarantor may merge or consolidate with or into, or dispose
     of assets to, any other Subsidiary of the Guarantor, (ii)
     any Subsidiary of the Guarantor may merge into or dispose of
     assets to the Guarantor and (iii) the Guarantor may merge
     with any other Person so long as the Borrower is the
     surviving corporation, provided, in each case, that (x) no
     Default shall have occurred and be continuing at the time of
     such proposed transaction or would result therefrom and
     (y)(1) in the case of any such merger or consolidation to
     which both the Guarantor and the Borrower are parties,
     either the Guarantor or the Borrower is the surviving
     corporation and such surviving corporation is not a
     Subsidiary of any other Person, (2) in the case of any such
     merger or consolidation to which the Guarantor (but not the
     Borrower) is a party, the Guarantor is the surviving
     corporation and is not a Subsidiary of any other Person, (3)
     in the case of any such merger or consolidation to which the
     Borrower (but not the Guarantor) is a party, the Borrower is
     the surviving corporation and (4) except as provided in
     clause (1) above, in the case of any such merger or
     consolidation to which any Subsidiary of the Guarantor is a
     party, the surviving corporation is a wholly-owned
     Subsidiary of the Guarantor.

               (c)  Subordinated Notes.  (i) Amend or modify any term
     or provision of any Subordinated Note; provided that the
     Borrower may from time to time, without the prior written
     consent of the Required Lenders, agree to any amendment of
     (or any replacement Subordinated Note for) any Subordinated
     Note that (A) amends the interest rate applicable thereto in order
     to more accurately reflect market rates then in effect,
     (B) extends the maturity date of such Subordinated
     Note, or (C) otherwise does not, in the reasonable judgment
     of the Agent, adversely affect the interests of the Lenders

                                44

<PAGE>
     hereunder; or (ii) create or suffer to exist any lien,
     security interest or other charge or encumbrance upon or
     with respect to any Subordinated Note; or (iii) assign,
     participate or otherwise transfer any interest in any
     Subordinated Note; provided that a Subordinated Note may be
     assigned, participated or otherwise transferred by the
     Guarantor or by any of its Subsidiaries to the Guarantor or
     to any wholly-owned Subsidiary of the Guarantor that shall
     have agreed in writing to observe the covenants set forth in
     clause (i), (ii) and (iii) of this Section 5.02(e) with
     respect to such Subordinated Note.

          SECTION 5.03.  Financial Covenants.  So long as any
Advance shall remain unpaid or any Lender shall have any
Commitment hereunder, the Guarantor will:

               (a)  Fixed Charge Coverage Ratio.  Maintain at the end
     of each fiscal quarter a ratio of Consolidated EBITDAR of
     the Guarantor and its Subsidiaries for the most recently
     ended period of 12 fiscal months to the sum of (i) interest
     payable on, and amortization of debt discount in respect of,
     all Debt during such period plus (ii) rentals payable under
     leases of real or personal, or mixed, property during such
     period, in each case, by the Guarantor and its Subsidiaries
     of not less than 2.50 : 1.00.

               (b)  Ratio of Defined Debt to Capitalization.  Maintain
     a ratio of Consolidated Defined Debt to Consolidated
     Capitalization that is not greater than 0.68 : 1.00 at the
     end of each fiscal quarter.

                            ARTICLE VI

                        EVENTS OF DEFAULT

          SECTION 6.01.  Events of Default.  If any of the
following events ("Events of Default") shall occur and be
continuing:

               (a)  The Borrower shall fail to pay any principal of
     any Advance when the same becomes due and payable; or the
     Borrower shall fail to pay any interest on any Advance or
     make any other payment of fees or other amounts payable
     under this Agreement or any Note within five days after the
     same becomes due and payable; or



                                45

<PAGE>
               (b)  Any representation or warranty made by the
     Guarantor or the Borrower herein or by the Guarantor or the
     Borrower (or any of their respective officers) in connection
     with this Agreement shall prove to have been incorrect in
     any material respect when made; or

               (c)  The Borrower or the Guarantor shall fail to
     perform or observe any term, covenant, or agreement to be
     performed or observed by it contained in this Agreement
     (other than as described in subsection (a) or (b) above),
     which failure shall remain unremedied for (i) 30 days after
     written notice thereof shall have been given to the Borrower
     or the Guarantor by the Agent or any Lender or (ii) such
     longer period as shall have been established with the
     consent of the Required Lenders (provided that any covenant
     in Section 5.01(h) for which the time period allowed therein
     for reporting has passed may be cured in the applicable
     period under clause (i) or (ii) of this Section 6.01(c)); or

               (d)  Either (i) any default under any agreement or
     instrument relating to any Debt of the Guarantor or any
     Subsidiary of the Guarantor aggregating in excess of
     $150,000,000, or any other event, shall occur and shall
     continue after the applicable grace period, if any,
     specified in such agreement or instrument, if the effect of
     such default or event is to permit the acceleration of the
     maturity of such Debt, or to permit the demand that cash
     collateral therefor be provided, or (ii) (A) the Guarantor
     or any Subsidiary of the Guarantor shall fail to pay any
     Debt (but excluding Debt evidenced by the Notes) of the
     Guarantor or such Subsidiary (as the case may be)
     aggregating in excess of $25,000,000 in principal amount, or
     any interest or premium thereon, when due (whether by
     scheduled maturity, required prepayment, acceleration,
     demand, or otherwise) and such failure shall continue after
     the applicable grace period, if any, specified in the
     agreement or instrument relating to such Debt, or (B) any
     other default under any agreement or instrument relating to
     any such Debt aggregating in excess of $25,000,000, or any
     other event, shall occur and shall continue after the
     applicable grace period, if any, specified in such agreement
     or instrument, and in either such event (C) such Debt
     aggregating in excess of $25,000,000 shall be, or be
     declared to be, due and payable, or required to be prepaid
     (other than by a regularly scheduled required prepayment),
     prior to the stated maturity thereof or cash collateral
     therefor required to be provided; or

                                46

<PAGE>
               (e)  The Guarantor or any of its Subsidiaries shall
     generally not pay its debts as such debts become due, or
     shall admit in writing its inability to pay its debts
     generally, or shall make a general assignment for the
     benefit of creditors; or any proceeding shall be instituted
     by or against the Guarantor or any of its Subsidiaries
     seeking to adjudicate it a bankrupt or insolvent, or seeking
     liquidation, winding up, reorganization, arrangement,
     adjustment, protection, relief, or composition of it or its
     debts under any law relating to bankruptcy, insolvency or
     reorganization or relief of debtors, or seeking the entry of
     an order for relief or the appointment of a receiver,
     trustee, custodian or other similar official for it or for
     any substantial part of its property and, in the case of any
     such proceeding instituted against it (but not instituted by
     it), either such proceeding shall remain undismissed or
     unstayed for a period of 45 days, or any of the actions
     sought in such proceeding (including, without limitation,
     the entry of an order for relief against, or the appointment
     of a receiver, trustee, custodian or other similar official
     for, it or for any substantial part of its property) shall
     occur; or the Guarantor or any of its Subsidiaries shall
     take any corporate action to authorize any of the actions
     set forth above in this subsection (e); or

               (f)  Any final judgment or final order for the payment
     of money shall be rendered against the Guarantor or any of
     its Subsidiaries and such judgment or order is, together
     with any other such judgments or orders then outstanding, in
     an amount (determined after an allowance for the application
     of any insurance proceeds to such judgment or order) that
     would, if paid by the Guarantor or any Subsidiary of the
     Guarantor, cause the Guarantor or the Borrower to fail to
     observe or perform, or materially impair the prospects for
     the observance or performance by the Borrower or the
     Guarantor of any term, covenant, or agreement contained in
     this Agreement, and either (i) enforcement proceedings have
     been commenced by any creditor upon such judgment or order,
     or (ii) there shall be any period of 10 consecutive days
     during which a stay of such enforcement proceedings, for any
     reason, including, but not by way of limitation, by reason
     of a pending appeal or otherwise, shall not be in effect; or

               (g)  (i) Any Person or two or more Persons acting in
     concert shall have acquired beneficial ownership (within the
     meaning of Rule 13d-3 of the Securities and Exchange
     Commission under the Securities Exchange Act of 1934),

                                47
<PAGE>
     directly or indirectly, of Voting Stock of the Guarantor (or
     other securities convertible into such Voting Stock)
     representing 20% or more of the combined voting power of all
     Voting Stock of the Guarantor; or (ii)  the Guarantor shall
     at any time cease to own, directly or indirectly, all of the
     issued and outstanding Capital Stock of the Borrower; or

               (h)  Any Termination Event with respect to a Plan shall
     have occurred, and (i) such Termination Event is not
     correctable or if correctable shall not have been corrected
     and (ii) the then present value of such Plan's benefit
     liabilities exceeds the then current value of assets
     accumulated in such Plan by an amount that is more than 2%
     of the Guarantor's Consolidated Capitalization at the end of
     the most recent fiscal quarter (or in the case of a
     Termination Event involving the withdrawal of a "substantial
     employer" (as defined in subsection 4001(a)(2) of ERISA), the
     withdrawing employer's proportionate share of such excess
     shall exceed such amount); or

               (i) The Guarantor or any of its Subsidiaries shall
     attempt to terminate or asset the invalidity or
     unenforceability of the Guarantor's guaranty set forth in
     Article VII of this Agreement or any provision thereof or
     (ii) such guaranty or any provision thereof shall be
     determined to be invalid or unenforceable in the course of
     any legal proceeding; then, and in any such event, the Agent
     (i) shall at the request, or may with the consent, of the
     Required Lenders, by notice to the Borrower, declare the
     obligation of each Lender to make Advances to be terminated,
     whereupon the same shall forthwith terminate, and (ii) shall
     at the request, or may with the consent, of the Required
     Lenders, by notice to the Borrower, declare the Advances,
     all interest thereon and all other amounts payable under
     this Agreement to be forthwith due and payable, whereupon
     the Advances, all such interest and all such amounts shall
     become and be forthwith due and payable, without
     presentment, demand, protest or further notice of any kind,
     all of which are hereby expressly waived by the Borrower;
     provided, however, that in the event of an actual or deemed
     entry of an order for relief with respect to the Borrower or
     the Guarantor under the Federal Bankruptcy Code, (A) the
     obligation of each Lender to make Advances shall
     automatically be terminated and (B) the Advances, all such
     interest and all such amounts shall automatically become and
     be due and payable, without presentment, demand, protest or
     any notice of any kind, all of which are hereby expressly
     waived by the Borrower.
                                48

<PAGE>
                          ARTICLE VII

                            GUARANTY

          SECTION 7.01.  Guaranty.  The Guarantor hereby
unconditionally and irrevocably guarantees the due and punctual
payment (whether at stated maturity, upon acceleration or
otherwise) of the principal of and interest on each Advance and
the due and punctual payment and performance of all other
obligations of the Borrower under or in connection with this
Agreement, whether for principal, interest, fees, indemnities,
reimbursement claims or otherwise.  Upon failure by the Borrower
to pay punctually any such amount, the Guarantor shall forthwith
on demand pay the amount not so paid at the place, in the manner
and with the effect otherwise specified in this Agreement or any
Note.  Without limiting the generality of the foregoing, the
Guarantor's liability shall extend to all amounts which would be
owed by the Borrower to the Agent or any of the Lenders under
this Agreement or the Notes but for the fact that they are
unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving the
Borrower.

          SECTION 7.02.  Guaranty Unconditional .  The Guarantor
guarantees that the obligations of the Borrower under this
Agreement will be paid and performed strictly in accordance with
the terms of this Agreement and the Notes, regardless of any law,
regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the
Agent or any Lender with respect thereto.  The obligations of the
Guarantor under or in respect of this Guaranty are independent of
the obligations of the Borrower, and a separate action or actions
may be brought and prosecuted against the Guarantor to enforce
its obligations under this Article VII, irrespective of whether
any action or actions may be brought and prosecuted against the
Borrower.  The obligations of the Guarantor under this Article
VII shall be unconditional and absolute and without limiting the
generality of the foregoing, shall not be released, discharged or
otherwise affected by:

               (a)  any extension, renewal, settlement, compromise,
     waiver or release in respect of any obligation of the
     Borrower under this Agreement, the Notes or any other
     agreement or instrument relating thereto;

               (b)  any modification or amendment of or supplement to
     this Agreement or any Note;

                                49

<PAGE>
               (c)  any change in the corporate existence, structure
     or ownership of the Borrower or its Subsidiaries, or any
     insolvency, bankruptcy, reorganization or other similar
     proceeding affecting the Borrower or any assets of the
     Borrower and its Subsidiaries;

               (d)  any taking, exchange, release or non-perfection of
     any collateral, or any taking, release or amendment or
     waiver of or consent to departure from any other guaranty,
     for all or any of the obligations of the Borrower hereunder
     or under the Notes;

               (e)  any manner of application of collateral, or
     proceeds thereof, to all or any of the obligations of the
     Borrower hereunder or under the Notes, or any manner of sale
     or other disposition of any collateral for all or any of the
     obligations of the Borrower hereunder or under the Notes or
     any other assets of the Borrower or any of its Subsidiaries;

               (f)  the existence of any claim, set-off or other
     rights which the Guarantor may have at any time against the
     Borrower, the Agent, any Lender or any other Person, whether
     in connection herewith or any unrelated transactions,
     provided that nothing herein shall prevent the assertion of
     any such claim by separate suit or compulsory counterclaim;

               (g)  any invalidity or unenforceability relating to or
     against the Borrower for any reason of any provision or all
     of this Agreement or any Note, or any provision of
     applicable law or regulation purporting to prohibit the
     payment by the Borrower of the principal of or interest on
     any Note or any other amount payable by it under this
     Agreement; or

               (h)  any other act or omission to act or delay of any
     kind by the Borrower, any of the Agent or the Lenders or any
     other Person, or any other circumstance whatsoever which
     might, but for the provisions of this paragraph, constitute
     a legal or equitable discharge of the Guarantor's
     obligations hereunder.

          SECTION 7.03.  Discharge Only Upon Payment in Full;
Reinstatement in Certain Circumstances.  The Guarantor's
obligations hereunder shall remain in full force and effect until
the principal of and interest on the Notes and all other amounts
payable by the Borrower under this Agreement shall have been paid
in full and shall survive the Termination Date.  If at any time

                                50
<PAGE>
any payment of the principal of or interest on any Note or any
other amount payable by the Borrower under this Agreement is
rescinded or must be otherwise restored or returned upon the
insolvency, bankruptcy or reorganization of the Borrower or
otherwise, the Guarantor's obligations hereunder with respect to
such payment shall be reinstated at such time as though such
payment had been due but not made at such time.

          SECTION 7.04.  Waiver by the Guarantor.  The Guarantor
irrevocably waives acceptance hereof, presentment, demand,
protest and any notice not provided for herein, as well as any
requirement that at any time any right be exhausted or any action
be taken by the Agent, any Lender or any other Person against the
Borrower or any other Person or any collateral security.

          SECTION 7.05.  Subrogation.  Upon making any payment
hereunder, the Guarantor shall be subrogated to the rights of the
Lenders and the Agent against the Borrower with respect to such
payment; provided that the Guarantor shall not enforce any right
or demand or receive any payment by way of subrogation until all
amounts of principal of and interest on the Notes and all other
amounts payable by the Borrower under this Agreement have been
paid in full.

          SECTION 7.06.  Stay of Acceleration .  In the event
that acceleration of the time for payment of any amount payable
by the Borrower under this Agreement or any of its Notes is
stayed upon the insolvency, bankruptcy or reorganization of the
Borrower, all such amounts otherwise subject to acceleration
under the terms of this Agreement shall nonetheless be payable by
the Guarantor hereunder forthwith on demand by the Agent for the
account of the Lenders.

          SECTION 7.07.  Amendments, Etc. in Respect of Article
VII.  No amendment or waiver of any provision of this Article
VII, nor consent to any departure by the Guarantor therefrom,
shall in any event be effective unless the same shall be in
writing and signed by all of the Lenders, and then in the case of
any waiver or consent the same shall be effective only in the
specific instance and for the specific purpose for which given.

                           ARTICLE VIII

                            THE AGENT

          SECTION 8.01.  Authorization and Action.  Each Lender
hereby appoints and authorizes the Agent to take such action as
agent on its behalf and to exercise such powers and discretion
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under this Agreement as are delegated to the Agent by the terms
hereof, together with such powers and discretion as are
reasonably incidental thereto.  As to any matters not expressly
provided for by this Agreement (including, without limitation,
enforcement or collection of the Notes), the Agent shall not be
required to exercise any discretion or take any action, but shall
be required to act or to refrain from acting (and shall be fully
protected in so acting or refraining from acting) upon the
instructions of the Required Lenders, and such instructions shall
be binding upon all Lenders and all holders of Notes; provided,
however, that the Agent shall not be required to take any action
that exposes the Agent to personal liability or that is contrary
to this Agreement or applicable law.  The Agent agrees to give to
each Lender prompt notice of each notice given to it by the
Borrower or the Guarantor pursuant to the terms of this
Agreement.

          SECTION 8.02.  Agent's Reliance, Etc.  Neither the
Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it
or them under or in connection with this Agreement, except for
its or their own gross negligence or willful misconduct.  Without
limitation of the generality of the foregoing, the Agent:
(i) may treat the Lender that made any Advance as the holder of
the Debt resulting therefrom until the Agent receives and accepts
an Assignment and Acceptance entered into by such Lender, as
assignor, and an Eligible Assignee, as assignee, as provided in
Section 9.07; (ii) may consult with legal counsel (including
counsel for the Borrower or the Guarantor), independent public
accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith
by it in accordance with  the advice of such counsel, accountants
or experts; (iii) makes no warranty or representation to any
Lender and shall not be responsible to any Lender for any
statements, warranties or representations (whether written or
oral) made in or in connection with this Agreement; (iv) shall
not have any duty to ascertain or to inquire as to the
performance, observance or satisfaction of any of the terms,
covenants or conditions of this Agreement on the part of the
Borrower or the Guarantor or  the existence at any time of any
Default or to inspect the property (including the books and
records) of the Borrower or the Guarantor; (v) shall not be
responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of
this Agreement or any other instrument or document furnished
pursuant hereto; and (vi) shall incur no liability under or in
respect of this Agreement by acting upon any notice, consent,
certificate or other instrument or writing (which may be by
                                52
<PAGE>
telecopier, telegram or telex) believed by it to be genuine and
signed or sent by the proper party or parties.

          SECTION 8.03.  Citibank and Affiliates.  With respect
to its Commitment, the Advances made by it and the Note issued to
it, Citibank shall have the same rights and powers under this
Agreement as any other Lender and may exercise the same as though
it were not the Agent; and the term "Lender" or "Lenders" shall,
unless otherwise expressly indicated, include Citibank in its
individual capacity.  Citibank and its Affiliates may accept
deposits from, lend money to, act as trustee under indentures of,
accept investment banking engagements from and generally engage
in any kind of business with, the Guarantor, any of its
Subsidiaries and any Person who may do business with or own
securities of the Guarantor or any such Subsidiary, all as if
Citibank were not the Agent and without any duty to account
therefor to the Lenders.  The Agent shall have no duty to
disclose information obtained or received by it or any of its
Affiliates relating to the Guarantor or its Subsidiaries to the
extent such information was obtained or received in any capacity
other than as Agent.

          SECTION 8.04.  Lender Credit Decision.  Each Lender
acknowledges that it has, independently and without reliance upon
the Agent or any other Lender and based on the financial
statements referred to in Section 4.01 and such other documents
and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement.  Each Lender
also acknowledges that it will, independently and without
reliance upon the Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not
taking action under this Agreement.

          SECTION 8.05.  Indemnification.  The Lenders agree to
indemnify the Agent (to the extent not reimbursed by the
Borrower), ratably according to the respective principal amounts
of the Revolving Credit Advances then owed to each of them (or if
no Revolving Credit Advances are at the time outstanding, ratably
according to the respective amounts of their Commitments), from
and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever that may be
imposed on, incurred by, or asserted against the Agent in any way
relating to or arising out of this Agreement or any action taken
or omitted by the Agent under this Agreement (collectively, the
"Indemnified Costs"), provided that no Lender shall be liable for
any portion of the Indemnified Costs resulting from the Agent's
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<PAGE>
gross negligence or willful misconduct.  Without limitation of
the foregoing, each Lender agrees to reimburse the Agent promptly
upon demand for its ratable share of any out-of-pocket expenses
(including reasonable counsel fees) incurred by the Agent in
connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or
legal advice in respect of rights or responsibilities under, this
Agreement, to the extent that the Agent is not reimbursed for
such expenses by the Borrower.  In the case of any investigation,
litigation or proceeding giving rise to any Indemnified Costs,
this Section 8.05 applies whether any such investigation,
litigation or proceeding is brought by the Agent, any Lender or a
third party.

          SECTION 8.06.  Successor Agent.  The Agent may resign
at any time by giving written notice thereof to the Lenders and
the Borrower and may be removed at any time with or without cause
by the Required Lenders.  Upon any such resignation or removal,
the Required Lenders shall have the right to appoint a successor
Agent.  If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment,
within 30 days after the retiring Agent's giving of notice of
resignation or the Required Lenders' removal of the retiring
Agent, then the retiring Agent may, on behalf of the Lenders,
appoint a successor Agent, which shall be a commercial bank
organized under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at
least $500,000,000.  Upon the acceptance of any appointment as
Agent hereunder by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights,
powers, discretion, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and
obligations under this Agreement.  After any retiring Agent's
resignation or removal hereunder as Agent, the provisions of this
Article VIII shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent under this
Agreement.

                            ARTICLE IX

                          MISCELLANEOUS

          SECTION 9.01.  Amendments, Etc.  No amendment or waiver
of any provision of this Agreement or the Revolving Credit Notes,
nor consent to any departure by the Borrower or the Guarantor
therefrom, shall in any event be effective unless the same shall
be in writing and signed by the Required Lenders, and then such
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<PAGE>
waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided,
however, that no amendment, waiver or consent shall, unless in
writing and signed by all the Lenders, do any of the following:
(a) waive any of the conditions specified in Section 3.01,
(b) increase the Commitments of the Lenders, (c) reduce the
principal of, or interest on, the Revolving Credit Advances or
any fees or other amounts payable hereunder, (d) postpone any
date fixed for any payment of principal of, or interest on, the
Revolving Credit Advances or any fees or other amounts payable
hereunder, (e) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Revolving Credit
Advances, or the number of Lenders, that shall be required for
the Lenders or any of them to take any action hereunder,
(f) reduce or limit the obligations of the Guarantor under
Section 8.01 or release or otherwise limit the Guarantor's
liability with respect to the obligations owing to the Agent and
the Lenders under Article VIII or (g) amend this Section 9.01;
and provided further that no amendment, waiver or consent shall,
unless in writing and signed by the Agent in addition to the
Lenders required above to take such action, affect the rights or
duties of the Agent under this Agreement or any Note.

          SECTION 9.02.  Notices, Etc.  All notices and other
communications provided for hereunder shall be in writing
(including telecopier, telegraphic or telex communication) and
mailed, telecopied, telegraphed, telexed or delivered, if to the
Borrower or the Guarantor, at their address at 611 Olive,
St. Louis, Missouri 63101, Attention:  Chief Financial Officer,
with copies to the Treasurer and Secretary at the same address;
if to any Initial Lender, at its Domestic Lending Office
specified opposite its name on Schedule I hereto; if to any other
Lender, at its Domestic Lending Office specified in the
Assignment and Acceptance pursuant to which it became a Lender;
and if to the Agent, at its address at Two Penns Way, New Castle,
Delaware 19720, Attention: Bank Loan Syndications Department; or,
as to the Borrower or the Agent, at such other address as shall
be designated by such party in a written notice to the other
parties and, as to each other party, at such other address as
shall be designated by such party in a written notice to the
Borrower and the Agent.  All such notices and communications
shall, when mailed, telecopied, telegraphed or telexed, be
effective when deposited in the mails, telecopied, delivered to
the  telegraph company or confirmed by telex answerback,
respectively, except that notices and communications to the Agent
pursuant to Article II, III or VIII shall not be effective until
received by the Agent.  Delivery by telecopier of an executed

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<PAGE>
counterpart of any amendment or waiver of any provision of this
Agreement or the Notes or of any Exhibit hereto to be executed
and delivered hereunder shall be effective as delivery of a
manually executed counterpart thereof.

          SECTION 9.03.  No Waiver; Remedies.  No failure on the
part of any Lender or the Agent to exercise, and no delay in
exercising, any right hereunder or under any Note shall operate
as a waiver thereof; nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof or
the exercise of any other right.  The remedies herein provided
are cumulative and not exclusive of any remedies provided by law.

          SECTION 9.04.  Costs and Expenses.  (a)  The Borrower
agrees to pay on demand all reasonable costs and expenses of the
Agent in connection with the preparation, execution, delivery,
administration, modification and amendment of this Agreement, the
Notes and the other documents to be delivered hereunder,
including, without limitation, the reasonable fees and expenses
of counsel for the Agent with respect thereto and with respect to
advising the Agent as to its rights and responsibilities under
this Agreement.  The Borrower further agrees to pay on demand all
costs and expenses of the Agent and the Lenders, if any
(including, without limitation, reasonable counsel fees and
expenses), in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of this Agreement,
the Notes and the other documents to be delivered hereunder,
including, without limitation, reasonable fees and expenses of
counsel for the Agent and each Lender in connection with the
enforcement of rights under this Section 9.04(a).

          (b)  Each of the Guarantor and the Borrower agrees to
indemnify and hold harmless the Agent, each Lender, and Salomon
Smith Barney Inc. and the officers, directors, employees, and
agents of the Agent, each Lender, and Salomon Smith Barney Inc.
(any one of the foregoing being an "Indemnified Party" and any
two or more of the foregoing being "Indemnified Parties") from
and against, and pay the Indemnified Parties the amount of, any
and all claims, damages, liabilities, costs, and expenses
(including, without limitation, reasonable fees and out-of-pocket
expenses of counsel or the reasonable and verifiable allocated
cost of in-house counsel and staff, including counsel for each
Indemnified Party) that may be incurred by or asserted against an
Indemnified Party relating in whole or in part to this Agreement
and in connection with or arising out of or by reason of any
investigation, litigation, or proceeding related to (i) the use
or proposed use of the proceeds of any or all Advances made
hereunder, or (ii) any acquisition or proposed acquisition by the
                                56
<PAGE>
Guarantor or by any Subsidiary of the Guarantor, of all or any
portion of the stock or all or substantially all the assets of
any Person or any operating unit or division of any Person,
whether or not an Indemnified Party is a party thereto, provided,
however, that this indemnification shall not apply to any claim,
damage, liability, cost, and expense arising as a direct result
of an Indemnified Party's gross negligence or intentional
misconduct.  The covenants of the Guarantor and the Borrower
contained in this Section 9.04(b) shall survive the payment in
full of the Advances and any other amounts payable hereunder and
shall survive the Termination Date.  In the case of an
investigation, litigation or other proceeding to which the
indemnity in this Section 9.04(b) applies, such indemnity shall
be effective whether or not such investigation, litigation or
proceeding is brought by the Borrower, its directors,
equityholders or creditors or an Indemnified Party or any other
Person, whether or not any Indemnified Party is otherwise a party
thereto and whether or not the transactions contemplated hereby
are consummated.  The Borrower also agrees not to assert any
claim for special, indirect, consequential or punitive damages
against the Agent, any Lender, any of their Affiliates, or any of
their respective directors, officers, employees, attorneys and
agents, on any theory of liability, arising out of or otherwise
relating to the Notes, this Agreement, any of the transactions
contemplated herein or the actual or proposed use of the proceeds
of the Advances.

          (c)  If any payment of principal of, or Conversion of,
any Eurodollar Rate Advance or LIBO Rate Advance is made by the
Borrower to or for the account of a Lender other than on the last
day of the Interest Period for such Advance, as a result of a
payment or Conversion pursuant to Section 2.09(d) or (e), 2.11 or
2.13, acceleration of the maturity of the Notes pursuant to
Section 6.01 or for any other reason, or by an Eligible Assignee
to a Lender other than on the last day of the Interest Period for
such Advance upon an assignment of rights and obligations under
this Agreement pursuant to Section 9.07 as a result of a demand
by the Borrower pursuant to Section 9.07(a), the Borrower shall,
upon demand by such Lender (with a copy of such demand to the
Agent), pay to the Agent for the account of such Lender any
amounts required to compensate such Lender for any additional
losses, costs or expenses that it may reasonably incur as a
result of such payment or Conversion, including, without
limitation, any loss (including loss of anticipated profits),
cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by any Lender to
fund or maintain such Advance.

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<PAGE>
          (d)  Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and
obligations of the Borrower contained in Sections 2.12, 2.15 and
9.04 shall survive the payment in full of principal, interest and
all other amounts payable hereunder and under the Notes.

          SECTION 9.05.  Right of Set-off.  Upon (i) the
occurrence and during the continuance of any Event of Default and
(ii) the making of the request or the granting of the consent
specified by Section 6.01 to authorize the Agent to declare the
Advances due and payable pursuant to the provisions of
Section 6.01, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set
off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other
indebtedness at any time owing by such Lender to or for the
credit or the account of the Borrower or the Guarantor against
any and all of the obligations of the Borrower or the Guarantor
now or hereafter existing under this Agreement and the Note held
by such Lender, whether or not such Lender shall have made any
demand under this Agreement or such Note and although such
obligations may be unmatured.  Each Lender agrees promptly to
notify the Borrower or the Guarantor, as the case may be, after
any such set-off and application, provided that the failure to
give such notice shall not affect the validity of such set-off
and application.  The rights of each Lender under this Section
are in addition to other rights and remedies (including, without
limitation, other rights of set-off) that such Lender may have.

          SECTION 9.06.  Binding Effect.  This Agreement shall be
binding upon and inure to the benefit of the Borrower, the
Guarantor, the Agent and each Lender and their respective
successors and assigns, except that neither the Borrower nor the
Guarantor shall have the right to assign its rights hereunder or
any interest herein without the prior written consent of the
Lenders.

          SECTION 9.07.  Assignments and Participations.  (a)
Each Lender may and, if demanded by the Borrower (following a
demand by such Lender pursuant to Section 2.12 or 2.15 or an
assertion of illegality by such Lender under Section 2.13) upon
at least five Business Days' notice to such Lender and the Agent,
will assign to one or more Persons all or a portion of its rights
and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment, the Revolving
Credit Advances owing to it and the Revolving Credit Note or
Notes held by it); provided, however, that (i) each such

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<PAGE>
assignment shall be of a constant, and not a varying, percentage
of all rights and obligations under this Agreement (other than
any right to make Competitive Bid Advances, Competitive Bid
Advances owing to it and Competitive Bid Notes), (ii) except in
the case of an assignment to a Person that, immediately prior to
such assignment, was a Lender or an assignment of all of a
Lender's rights and obligations under this Agreement, the amount
of the Commitment of the assigning Lender being assigned pursuant
to each such assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment) shall
in no event be less than $10,000,000 or an integral multiple of
$1,000,000 in excess thereof, (iii) each such assignment shall be
to an Eligible Assignee, (iv) each such assignment made as a
result of a demand by the Borrower pursuant to this
Section 9.07(a) shall be arranged by the Borrower after
consultation with the Agent and shall be either an assignment of
all of the rights and obligations of the assigning Lender under
this Agreement or an assignment of a portion of such rights and
obligations made concurrently with another such assignment or
other such assignments that together cover all of the rights and
obligations of the assigning Lender under this Agreement, (v) no
Lender shall be obligated to make any such assignment as a result
of a demand by the Borrower pursuant to this Section 9.07(a)
unless and until such Lender shall have received one or more
payments from either the Borrower or one or more Eligible
Assignees in an aggregate amount at least equal to the aggregate
outstanding principal amount of the Advances owing to such
Lender, together with accrued interest thereon to the date of
payment of such principal amount and all other amounts payable to
such Lender under this Agreement, and (vi) the parties to each
such assignment shall execute and deliver to the Agent, for its
acceptance and recording in the Register, an Assignment and
Acceptance, together with any Revolving Credit Note subject to
such assignment and a processing and recordation fee of $3,500
payable by the parties to each such assignment, provided,
however, that in the case of each assignment made as a result of
a demand by the Borrower, such recordation fee shall be payable
by the Borrower except that no such recordation fee shall be
payable in the case of an assignment made at the request of the
Borrower to an Eligible Assignee that is an existing Lender. Upon
such execution, delivery, acceptance and recording, from and
after the effective date specified in each Assignment and
Acceptance, (x) the assignee thereunder shall be a party hereto
and, to the extent that rights and obligations hereunder have
been assigned to it pursuant to such Assignment and Acceptance,
have the rights and obligations of a Lender hereunder and (y) the
Lender assignor thereunder shall, to the extent that rights and

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<PAGE>
obligations hereunder have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights (other than its
rights under Section 2.12, 2.15 and 9.04 to the extent any claim
thereunder relates to an event arising prior such assignment) and
be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all or the
remaining portion of an assigning Lender's rights and obligations
under this Agreement, such Lender shall cease to be a party
hereto).

          (b)  By executing and delivering an Assignment and
Acceptance, the Lender assignor thereunder and the assignee
thereunder confirm to and agree with each other and the other
parties hereto as follows:  (i) other than as provided in such
Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in
or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of
this Agreement or any other instrument or document furnished
pursuant hereto; (ii) such assigning Lender makes no
representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower or the
Guarantor or the performance or observance by the Borrower or the
Guarantor of any of its obligations under this Agreement or any
other instrument or document furnished pursuant hereto;
(iii) such assignee confirms that it has received a copy of this
Agreement, together with copies of the financial statements
referred to in Section 4.01 and such other documents and
information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and
Acceptance; (iv) such assignee will, independently and without
reliance upon the Agent, such assigning Lender or any other
Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement;
(v) such assignee confirms that it is an Eligible Assignee;
(vi) such assignee appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers and
discretion under this Agreement as are delegated to the Agent by
the terms hereof, together with such powers and discretion as are
reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all of the
obligations that by the terms of this Agreement are required to
be performed by it as a Lender.



                                60

<PAGE>
          (c)  Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender and an assignee representing that
it is an Eligible Assignee, together with any Revolving Credit
Note or Notes subject to such assignment, the Agent shall, if
such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit C hereto, (i) accept such
Assignment and Acceptance, (ii) record the information contained
therein in the Register and (iii) give prompt notice thereof to
the Borrower.

          (d)  The Agent shall maintain at its address referred
to in Section 9.02 a copy of each Assignment and Acceptance
delivered to and accepted by it and a register for the
recordation of the names and addresses of the Lenders and the
Commitment of, and principal amount of the Advances owing to,
each Lender from time to time (the "Register").  The entries in
the Register shall be conclusive and binding for all purposes,
absent manifest error, and the Borrower, the Agent and the
Lenders may treat each Person whose name is recorded in the
Register as a Lender hereunder for all purposes of this
Agreement.  The Register shall be available for inspection by the
Borrower or any Lender at any reasonable time and from time to
time upon reasonable prior notice.

          (e)  Each Lender may sell participations to one or more
banks or other entities (other than the Guarantor or any of its
Affiliates) in or to all or a portion of its rights and
obligations under this Agreement (including, without limitation,
all or a portion of its Commitment, the Advances owing to it and
any Note or Notes held by it); provided, however, that (i) such
Lender's obligations under this Agreement (including, without
limitation, its Commitment to the Borrower hereunder) shall
remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of
such obligations, (iii) such Lender shall remain the holder of
any such Note for all purposes of this Agreement, (iv) the
Borrower, the Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement and (v) no
participant under any such participation shall have any right to
approve any amendment or waiver of any provision of this
Agreement or any Note, or any consent to any departure by the
Borrower or the Guarantor therefrom, except to the extent that
such amendment, waiver or consent would reduce the principal of,
or interest on, the Notes or any fees or other amounts payable
Under, in each case to the extent subject to such participation,
or postpone any date fixed for any payment of principal of, or

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<PAGE>
interest on, the Notes or any fees or other amounts payable
hereunder, in each case to the extent subject to such
participation.

          (f)  Any Lender may, in connection with any assignment
or participation or proposed assignment or participation pursuant
to this Section 9.07, disclose to the assignee or participant or
proposed assignee or participant, any information relating to the
Borrower or the Guarantor furnished to such Lender by or on
behalf of the Borrower or the Guarantor; provided that, prior to
any such disclosure, the assignee or participant or proposed
assignee or participant shall agree to preserve the
confidentiality of any Confidential Information relating to the
Borrower or the Guarantor received by it from such Lender.

          (g)  Notwithstanding any other provision set forth in
this Agreement, any Lender may at any time create a security
interest in all or any portion of its rights under this Agreement
(including, without limitation, the Advances owing to it and any
Note or Notes held by it) in favor of any Federal Reserve Bank in
accordance with Regulation A of the Board of Governors of the
Federal Reserve System.

          (h)  In the case of any sale of a participating
interest of any of the rights or obligations of any Lender
hereunder, such participant shall not be entitled to receive any
greater payment under Section 2.12 than such selling Lender would
have been entitled to receive with respect to the rights and
obligations transferred.

          (i)  Notwithstanding anything to the contrary contained
in this Agreement, any Lender (a "Granting Lender") may grant to
a special purpose funding vehicle (an "SPC") affiliated with such
Granting Lender, identified as such in writing from time to time
by the Granting Lender to the Agent and the Borrower, the option
to provide to the Borrower all or any part of any Advance that
such Granting Lender would otherwise be obligated to make to the
Borrower pursuant to this Agreement; provided that (i) nothing
herein shall constitute a commitment to make any Advance by any
SPC, (ii) if an SPC elects not to exercise such option or
otherwise fails to provide all or any part of such Advance, the
Granting Lender shall be obligated to make such Advance pursuant
to the terms hereof, and (iii) if an SPC provides all or any part
of an Advance it will not result in costs, expenses or fees for
the Borrower greater than if the Advance had been made by the
Granting Lender.  The making of an Advance by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Advance were made by the Granting Lender.
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Each party hereto hereby agrees that no SPC shall be liable for
any payment under this Agreement for which a Lender would
otherwise be liable, for so long as, and to the extent, the
related Granting Lender makes such payment.  In furtherance of
the foregoing, each party hereto hereby agrees that, prior to the
date that is one year and one day after the payment in full of
all outstanding senior indebtedness of any SPC, it will not
institute against, or join any other person in instituting
against, such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or similar proceedings
under the laws of the United States or any State thereof for any
action or inaction by the SPC under this Agreement.  In addition,
notwithstanding anything to the contrary contained in this
Section 9.07 any SPC may (x) with notice to, but without the
prior written consent of, the Borrower or the Agent and without
paying any processing fee therefor, assign all or a portion of
its interest in any Advances to its Granting Lender or to any
financial institutions (if consented to by the Borrower and the
Agent) providing liquidity and/or credit facilities to or for the
account of such SPC to fund the Advances made by such SPC or to
support the securities (if any) issued by such SPC to fund such
Advances and (y) disclose on a confidential basis any non-public
information relating to its Advances to any rating agency,
commercial paper dealer or provider of a surety, guarantee or
credit or liquidity enhancement to such SPC.

          SECTION 9.08.  Confidentiality.  Neither the Agent nor
any Lender shall disclose any Confidential Information to any
other Person without the consent of the Borrower, other than
(a) to the Agent's or such Lender's Affiliates and their
officers, directors, employees, agents and advisors and, as
contemplated by Section 9.07(f), to actual or prospective
assignees and participants, and then only on a confidential
basis, (b) as required by any law, rule or regulation or judicial
process and (c) as requested or required by any state, federal or
foreign authority or examiner regulating banks or banking.

          SECTION 9.09.  Governing Law.  This Agreement and the
Notes shall be governed by, and construed in accordance with, the
laws of the State of New York.

          SECTION 9.10.  Execution in Counterparts.  This
Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.


                                63

<PAGE>
Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a
manually executed counterpart of this Agreement.

          SECTION 9.11.  Waiver of Jury Trial.  Each of the
Borrower, the Guarantor, the Agent and the Lenders hereby
irrevocably waives all right to trial by jury in any action,
proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to this Agreement or the
Notes or the actions of the Agent or any Lender in the
negotiation, administration, performance or enforcement thereof.

          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto
duly authorized, as of the date first above written.


                                     THE MAY DEPARTMENT STORES COMPANY, a
                                     New York corporation, as Borrower


                                     By __________________________
                                          Title:


                                     THE MAY DEPARTMENT STORES COMPANY, a
                                     Delaware corporation, as Guarantor


                                     By __________________________
                                          Title:


                                     CITIBANK, N.A.,
                                        as Agent


                                     By __________________________
                                          Title:


                      Administrative Agent
Commitment
$91,000,000.00                       CITIBANK, N.A.




                                64
<PAGE>
                                     By __________________________
                                          Title:

                     Co-Syndication Agents

$80,500,000.00                       THE BANK OF NEW YORK


                                     By __________________________
                                          Title:


$80,500,000.00                       BANK ONE, NA


                                     By __________________________
                                          Title:


$80,500,000.00                       FIRST UNION NATIONAL BANK


                                     By __________________________
                                          Title:

$80,500,000.00                       THE CHASE MANHATTAN BANK


                                     By __________________________
                                          Title:


                      Senior Managing Agents


$49,000,000.00                       FLEET NATIONAL BANK


                                     By __________________________
                                          Title:


$49,000,000.00                       BNP PARIBAS


                                     By __________________________
                                          Title:

                                65
<PAGE>
                      Managing Agents


$35,000,000.00                       THE NORTHERN TRUST COMPANY


                                     By __________________________
                                          Title:


$35,000,000.00                       FIRSTAR BANK, N.A.


                                     By __________________________
                                          Title:


$35,000,000.00                       DAI-ICHI KANGYO BANK, LTD


                                     By __________________________
                                          Title:


                      Initial Lenders


$24,500,000.00                       ALLFIRST BANK


                                     By __________________________
                                          Title:
                                            66
<PAGE>
$24,500,000.00                       WELLS FARGO BANK


                                     By __________________________
                                          Title:


$17,500,000.00                       STANDARD CHARTERED BANK


                                     By __________________________
                                          Title:


$10,500,000.00                       FIFTH THIRD BANK


                                     By __________________________
                                     Title:


$7,000,000.00                        COMMERCE BANK N.A.


                                     By __________________________
                                          Title:

$700,000,000    Total of the Commitments




                                            67
<PAGE>

<TABLE>
                                 SCHEDULE I
                      THE MAY DEPARTMENT STORES COMPANY
                             FIVE YEAR CREDIT AGREEMENT
                             APPLICABLE LENDING OFFICES

<S>                           <C>                              <C>
Name of Initial Lender        Domestic Lending Office          Eurodollar Lending Office

ALLFIRST BANK

THE BANK OF NEW YORK          One Wall Street                  One Wall Street
                              New York, NY  10286              New York, NY  10286
                              Attn:  Diane Burgess             Attn:  Diane Burgess
                              T:  212 635-1311                 T:  212 635-1311
                              F:  212 635-1481                 F :  212 635-1481
BANK ONE, NA

BNP PARIBAS

THE CHASE MANHATTAN BANK

CITIBANK, N.A.                Two Penns Way                    Two Penns Way
                              New Castle, DE  19720            New Castle, DE  19720
                              Attn:                            Attn:
                              T:                               T:
                              F:                               F:

COMMERCE BANK N.A.            1000 Walnut, BB 17-5             1000 Walnut, BB 17-5
                              Kansas City, MO  64105           Kansas City, MO  64105
                              Attn:  Julius A. Madas           Attn:  Julius A. Madas
                              T:  816 234-2203                 T:  816 234-2203
                              F:  816 234-8648                 F:  816 234-8648



                                            68
<PAGE>
DAI-ICHI KANGYO BANK, LTD
FIFTH THIRD BANK

FIRST UNION NATIONAL BANK     201 South College Street         201 South College Street
                              Charlotte, NC  28288             Charlotte, NC  28288
                              Attn:  Todd Tucker               Attn:  Todd Tucker
                              T:  704 383-0905                 T:  704 383-0905
                              F:  704 383-7999                 F:  704 383-7999


FIRSTAR BANK, N.A.            One Firstar Plaza                One Firstar Plaza
                              St. Louis, MO  63101             St. Louis, MO  63101
                              Attn:  Michelle Campbell         Attn:  Michelle Campbell
                              T:  314 418-3567                 T:  314 418-3567
                              F:  314 418-1963                 F:  314 418-1963
FLEET NATIONAL BANK

THE NORTHERN TRUST COMPANY

STANDARD CHARTERED BANK

WELLS FARGO BANK              201 Third Street                 201 Third Street
                              San Francisco, CA  94103         San Francisco, CA  94103
                              Attn:  Ginnie Padgett            Attn:  Ginnie Padgett
                              T:  415 477-5374                 T:  415 477-5374
                              F:  415 512-1943                 F:  415 512-1943
</TABLE>









                                            69
<PAGE>
                                            EXHIBIT A-1 - FORM OF
                                                 REVOLVING CREDIT
                                                  PROMISSORY NOTE


U.S.$_______________                    Dated:  _______________,200_


     FOR VALUE RECEIVED, the undersigned, THE MAY DEPARTMENT
STORES COMPANY, a New York corporation (the "Borrower"), HEREBY
PROMISES TO PAY to the order of _________________________ (the
"Lender") for the account of its Applicable Lending Office on the
Termination Date (each as defined in the Credit Agreement
referred to below) the unpaid principal amount of each Revolving
Credit Advance made by the Lender to the Borrower pursuant to the
Credit Agreement outstanding on the Termination Date.

     The Borrower promises to pay interest on the unpaid
principal amount of each  Revolving Credit Advance from the date
of such Revolving Credit Advance until such principal amount is
paid in full, at such interest rates, and payable at such times,
as are specified in the Credit Agreement.

     Both principal and interest are payable in lawful money of
the United States of America to Citibank, as Agent, at 399 Park
Avenue, New York, New York 10043, in same day funds.  Each
Revolving Credit Advance owing to the Lender by the Borrower
pursuant to the Credit Agreement, and all payments made on
account of principal thereof, shall be recorded by the Lender
and, prior to any transfer hereof, endorsed on the grid attached
hereto which is part of this Promissory Note.

     This Promissory Note is one of the Revolving Credit Notes
referred to in, and is entitled to the benefits of, the Five Year
Credit Agreement dated as of July 31, 2001 among the Borrower,
The May Department Stores Company, a Delaware corporation, as
Guarantor, the Lender and certain other lenders, Citibank, N.A.,
as Agent for the Lender and such other lenders, The Bank of New
York, Bank One, NA, First Union National Bank and The Chase
Manhattan Bank, as co-syndication agents, and Salomon Smith
Barney Inc., as sole
lead arranger and bookrunner (as amended or modified from time to
time, the "Credit Agreement").  The terms used herein that are
defined in the Credit Agreement have the same definitions as in
the Credit Agreement.  The Credit Agreement, among other things,
(i) provides for the making of Revolving Credit Advances by the
Lender to the Borrower from time to time in an aggregate amount
                                70
<PAGE>
not to exceed at any time outstanding the U.S. dollar amount
first above mentioned, the indebtedness of the Borrower resulting
from each such Revolving Credit Advance being evidenced by this
Promissory Note and (ii) contains provisions for acceleration of
the maturity hereof upon the happening of certain stated events
and also for prepayments on account of principal hereof prior to
the maturity hereof upon the terms and conditions therein
specified.

                              THE MAY DEPARTMENT STORES COMPANY, a
                              New York corporation



                              By __________________________
                                   Title:
<PAGE>
                ADVANCES AND PAYMENTS OF PRINCIPAL


                          Amount of        Unpaid
Date      Amount of     Principal Paid    Principal     Notation
           Advance        or Prepaid       Balance      Made By








<PAGE>
                                            EXHIBIT A-2 - FORM OF
                                                  COMPETITIVE BID
                                                  PROMISSORY NOTE




U.S.$_______________                 Dated:  ____________, 200_


          FOR VALUE RECEIVED, the undersigned, THE MAY DEPARTMENT
STORES COMPANY, a New York corporation (the "Borrower"), HEREBY
PROMISES TO PAY to the order of _________________________ (the
"Lender") for the account of its Applicable Lending Office (as
defined in the Five Year Credit Agreement dated as of July 31,
2001 among the Borrower, The May Department Stores Company, a
Delaware corporation, as Guarantor, the Lender and certain other
lenders, Citibank, N.A., as Agent for the Lender and such other
lenders, The Bank of New York, Bank One, NA, First Union National
Bank and The Chase Manhattan Bank, as co-syndication agents, and
Salomon Smith Barney Inc., as sole lead arranger and bookrunner
(as amended or modified from time to time, the "Credit
Agreement"; the terms defined therein being used herein as
therein defined)), on _______________, 200_, the principal amount
of U.S.$_______________].

          The Borrower promises to pay interest on the unpaid
principal amount hereof from the date hereof until such principal
amount is paid in full, at the interest rate and payable on the
interest payment date or dates provided below:

          Interest Rate: _____% per annum (calculated on the
basis of a year of _____ days for the actual number of days
elapsed).

          Interest Payment Date or Dates:                     .

          Both principal and interest are payable in lawful money
of the United States of America to Citibank, as agent, for the
account of the Lender at the office of  Citibank, at
_________________________ in same day funds.

          This Promissory Note is one of the Competitive Bid
Notes referred to in, and is entitled to the benefits of, the
Credit Agreement.  The Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events.


<PAGE>
          The Borrower hereby waives presentment, demand, protest
and notice of any kind.  No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof
shall operate as a waiver of such rights.

          This Promissory Note shall be governed by, and
construed in accordance with, the laws of the State of New York.


                                   THE DEPARTMENT STORES COMPANY, a
                                   New York corporation


                                   By __________________________
                                      Title:


































<PAGE>
                                  EXHIBIT B-1 - FORM OF NOTICE OF
                                       REVOLVING CREDIT BORROWING

Citibank, N.A., as Agent
 for the Lenders parties
 to the Credit Agreement
 referred to below
 Two Penns Way
 New Castle, Delaware 19720

                                   [Date]

          Attention: Bank Loan Syndications Department

Ladies and Gentlemen:

          The undersigned, The May Department Stores Company, a
New York corporation, refers to the Five Year Credit Agreement,
dated as of July 31, 2001 (as amended or modified from time to
time, the "Credit Agreement", the terms defined therein being
used herein as therein defined), among the undersigned, The May
Department Stores Company, a Delaware corporation, as Guarantor,
certain Lenders, Citibank, N.A., as Agent for said Lenders, The
Bank of New York, Bank One, NA, First Union National Bank and The
Chase Manhattan Bank, as co-syndication agents, and Salomon Smith
Barney Inc., as sole lead arranger and bookrunner, and hereby
gives you notice, irrevocably, pursuant to Section 2.02 of the
Credit Agreement that the undersigned hereby requests a Revolving
Credit Borrowing under the Credit Agreement, and in that
connection sets forth below the information relating to such
Revolving Credit Borrowing (the "Proposed Revolving Credit
Borrowing") as required by Section 2.02(a) of the Credit
Agreement:

               (i)    The Business Day of the Proposed Revolving
     Credit Borrowing is _______________, 200_.

               (ii)   The Type of Advances comprising the Proposed
     Revolving Credit Borrowing is [Base Rate Advances]
     [Eurodollar Rate Advances].

               (iii)  The aggregate amount of the Proposed Revolving
     Credit Borrowing is $_______________.

               [(iv)  The initial Interest Period for each Eurodollar
     Rate Advance made as part of the Proposed Revolving Credit
     Borrowing is _____ month[s].]


<PAGE>
          The undersigned hereby certifies that the following
statements are true on the date hereof, and will be true on the
date of the Proposed Revolving Credit Borrowing:

               (A)  the representations and warranties contained in
     Section 4.01 of the Credit Agreement (except the
     representations set forth in subsections (e) and (f)
     thereof) are true and correct in all material respects on
     and as of the date hereof as though made on and as of such
     date; and

               (B)  no event has occurred and is continuing, or would
     result from such Proposed Revolving Credit Borrowing or from
     the application of the proceeds therefrom, that constitutes
     a Default.

                              Very truly yours,


                              THE MAY DEPARTMENT STORES COMPANY, a
                              New York corporation



                              By __________________________
                                 Title:
























<PAGE>
                                  EXHIBIT B-2 - FORM OF NOTICE OF
                                        COMPETITIVE BID BORROWING


Citibank, N.A., as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
  Two Penns Way
  New Castle, Delaware 19720


                                   [Date]

          Attention: Bank Loan Syndications Department

Ladies and Gentlemen:

          The undersigned, The May Department Stores Company, a
New York corporation, refers to the Five Year Credit Agreement,
dated as of July 31, 2001 (as amended or modified from time to
time, the "Credit Agreement", the terms defined therein being
used herein as therein defined), among the undersigned, The May
Department Stores Company, a Delaware corporation, as Guarantor,
certain Lenders parties thereto, Citibank, N.A., as Agent for
said Lenders, The Bank of New York, Bank One, NA, First Union
National Bank and The Chase Manhattan Bank, as co-syndication
agents, and Salomon Smith Barney Inc., as sole lead arranger and
bookrunner, and hereby gives you notice, irrevocably, pursuant to
Section 2.03 of the Credit Agreement that the undersigned hereby
requests a Competitive Bid Borrowing under the Credit Agreement,
and in that connection sets forth the terms on which such
Competitive Bid Borrowing (the "Proposed Competitive Bid
Borrowing") is requested to be made:

     (A)  Date of Competitive Bid Borrowing  _________________
     (B)  Amount of Competitive Bid Borrowing_________________
     (C)  [Maturity Date] [Interest Period]  _________________
     (D)  Interest Rate Basis                _________________
     (E)  Interest Payment Date(s)           _________________
     (F)  ___________                        _________________

          The undersigned hereby certifies that the following
statements are true on the date hereof, and will be true on the
date of the Proposed Competitive Bid Borrowing:




<PAGE>
               (a)  the representations and warranties contained in
     Section 4.01 of the Credit Agreement (except the
     representations set forth in subsections (e) and (f)
     thereof) are true and correct in all material respects on
     and as of the date hereof as though made on and as of such
     date;

               (b)  no event has occurred and is continuing, or would
     result from the Proposed Competitive Bid Borrowing or from
     the application of the proceeds therefrom, that constitutes
     a Default;

          The undersigned hereby confirms that the Proposed
Competitive Bid Borrowing is to be made available to it in
accordance with Section 2.03(a)(v) of the Credit Agreement.

                              Very truly yours,


                              THE MAY DEPARTMENT STORES COMPANY, a
                              New York corporation



                              By __________________________
                                 Title:
























<PAGE>
                                              EXHIBIT C - FORM OF
                                        ASSIGNMENT AND ACCEPTANCE


          Reference is made to the Five Year Credit Agreement
dated as of July 31, 2001 (as amended or modified from time to
time, the "Credit Agreement") among The May Department Stores
Company, a New York corporation (the "Borrower"), The May
Department Stores Company, a Delaware corporation (the
"Guarantor"), the Lenders (as defined in the Credit Agreement),
Citibank, N.A., as agent for the Lenders (the "Agent"), The Bank
of New York, Bank One, NA, First Union National Bank and The
Chase Manhattan Bank, as co-syndication agents, and Salomon Smith
Barney Inc., as sole lead arranger and bookrunner.  Terms defined
in the Credit Agreement are used herein with the same meaning.

          The "Assignor" and the "Assignee" referred to on
Schedule I hereto agree as follows:

          1.   The Assignor hereby sells and assigns to the
Assignee, and the Assignee hereby purchases and assumes from the
Assignor, that interest in and to all of the Assignor's rights
and obligations under the Credit Agreement as of the date hereof
(other than in respect of Competitive Bid Advances and
Competitive Bid Notes) which represents the percentage interest
specified on Schedule 1 hereto of all outstanding rights and
obligations under the Credit Agreement (other than in respect of
Competitive Bid Advances and Competitive Bid Notes).  After
giving effect to such sale and assignment, the Assignee's
Commitment and the amount of the Revolving Credit Advances owing
to the Assignee will be as set forth on Schedule 1 hereto and the
Assignor's Commitment and the amount of the Revolving Credit
Advances owing to the Assignor will be as set forth on Schedule I
hereto.

          2.   The Assignor (i) represents and warrants that it
is the legal and beneficial owner of the interest being assigned
by it hereunder and that such interest is free and clear of any
adverse claim; (ii) makes no representation or warranty and
assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit
Agreement or any other instrument or document furnished pursuant
thereto; (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the
Borrower or the Guarantor or the performance or observance by the
Borrower or the Guarantor of any of its obligations under the
Credit Agreement or any other instrument or document furnished

<PAGE>
pursuant thereto; and (iv) attaches the Revolving Credit Note
held by the Assignor [and requests that the Agent exchange such
Revolving Credit Note for a new Revolving Credit Note payable to
the order of [the Assignee in an amount equal to the Commitment
assumed by the Assignee pursuant hereto or new Revolving Credit
Notes payable to the order of the Assignee in an amount equal to
the Commitment assumed by the Assignee pursuant hereto and] the
Assignor in an amount equal to the Commitment retained by the
Assignor under the Credit Agreement, [respectively,] as specified
on Schedule 1 hereto.

          3.   The Assignee (i) confirms that it has received a
copy of the Credit Agreement, together with copies of the
financial statements referred to in Section 4.01(e) thereof and
such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this
Assignment and Acceptance; (ii) agrees that it will,
independently and without reliance upon the Agent, the Assignor
or any other Lender and based on such documents and information
as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the
Credit Agreement; (iii) confirms that it is an Eligible Assignee;
(iv) appoints and authorizes the Agent to take such action as
agent on its behalf and to exercise such powers and discretion
under the Credit Agreement as are delegated to the Agent by the
terms thereof, together with such powers and discretion as are
reasonably incidental thereto; (v) agrees that it will perform in
accordance with their terms all of the obligations that by the
terms of the Credit Agreement are required to be performed by it
as a Lender; (vi) specifies as its Domestic Lending Office (and
address for notices) and Eurodollar Lending Office the offices
set forth beneath its name on the signature pages hereof; and
(vii) attaches any U.S. Internal Revenue Service forms required
under Section 2.15 of the Credit Agreement.

          4.   Following the execution of this Assignment and
Acceptance (and to the extent required under Section 9.07 of the
Credit Agreement, the Borrower's consent hereto), it will be
delivered to the Agent for acceptance and recording by the Agent.
The effective date for this Assignment and Acceptance (the
"Effective Date") shall be the date of acceptance hereof by the
Agent, unless otherwise specified on Schedule 1 hereto.

          5.   Upon such acceptance and recording by the Agent,
as of the Effective Date, (i) the Assignee, in addition to any
rights and obligations under the Credit Agreement held by it
immediately prior to the Effective Date, shall be a party to the
Credit Agreement and, to the extent provided in this Assignment
and Acceptance, have the rights and obligations of a Lender

<PAGE>
thereunder and (ii) the Assignor shall, to the extent provided in
this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

          6.   Upon such acceptance and recording by the Agent,
from and after the Effective Date, the Agent shall make all
payments under the Credit Agreement and the Revolving Credit
Notes in respect of the interest assigned hereby (including,
without limitation, all payments of principal, interest and
facility fees with respect thereto) to the Assignee.  The
Assignor and Assignee shall make all appropriate adjustments in
payments under the Credit Agreement and the Revolving Credit
Notes for periods prior to the Effective Date directly between
themselves.

          7.   This Assignment and Acceptance shall be governed
by, and construed in accordance with, the laws of the State of
New York.

          8.   This Assignment and Acceptance may be executed in
any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall
constitute one and the same agreement.  Delivery of an executed
counterpart of Schedule 1 to this Assignment and Acceptance by
telecopier shall be effective as delivery of a manually executed
counterpart of this Assignment and Acceptance.

          IN WITNESS WHEREOF, the Assignor and the Assignee have
caused Schedule 1 to this Assignment and Acceptance to be
executed by their officers thereunto duly authorized as of the
date specified thereon.


















<PAGE>
                            Schedule 1
                                to
                    Assignment and Acceptance


Percentage interest assigned:                                   ______%

Assignee's Commitment:                                         $______

Aggregate outstanding principal amount of Revolving Credit
Advances assigned:                                             $______

Principal amount of Revolving Credit Note payable to
Assignee:                                                      $______

Principal amount of Revolving Credit Note payable to
Assignor:                                                      $______

Effective Date*:    _______________, 200_


                              [NAME OF ASSIGNOR], as Assignor

                              By __________________________
                                 Title:


                              Dated:  _______________, 200_

                              [NAME OF ASSIGNEE], as Assignee

                              By __________________________
                                 Title:


                              Dated:  _______________, 200_

                              Domestic Lending Office:
                                   [Address]

                              Eurodollar Lending Office:
                                   [Address]



_________________
*  This date should be no earlier than five Business Days after
the delivery of this Assignment and Acceptance to the Agent.


<PAGE>
Accepted [and Approved]** this
__________ day of _______________, 200_
CITIBANK, N.A., as Agent
By_______________________
   Title:



[Approved this __________ day
of _______________, 200_
THE MAY DEPARTMENT STORES COMPANY, a New York corporation
By_________________________]*
   Title:





     **   Required if the Assignee is an Eligible Assignee solely by
     reason of clause (ii) of the definition of "Eligible
     Assignee".
     *    Required if the Assignee is an Eligible Assignee solely by
     reason of clause (ii) of the definition of "Eligible
     Assignee".

<PAGE>
                                             EXHIBIT D-1- FORM OF
                                               OPINION OF COUNSEL
                                                 LATHAM & WATKINS


                              July __, 2001




Citibank, N.A., as Administrative agent
399 Park Avenue
New York, NY  10043

The Banks party to the Credit
Agreement referred to below listed
on Schedule I hereto

     Re:  Five Year Credit Agreement dated as of July 31, 2001,
          among the Borrower, the Guarantor, the Lender and
          certain other lenders who are parties to the Credit
          Agreement, Citibank, N.A., as Agent for the Lender and
          such other lenders, The Bank of New York, Bank One, NA,
          First Union National Bank and the Chase Manhattan Bank,
          as co-syndication agents, and Salomon Smith Barney
          Inc., as sole lead arranger and bookrunner (the "Credit
          Agreement")

Ladies and Gentlemen:

     We have acted as special counsel to The May Department
Stores Company, a New York corporation (the "Borrower"), and The
May Department Stores Company, a Delaware corporation (the
"Guarantor") in connection with the preparation, execution and
delivery of the Credit Agreement.  This opinion is furnished
pursuant to Section 3.01(c) of the Credit Agreement.  Capitalized
terms used herein but not otherwise defined herein shall have the
meanings assigned to them in the Credit Agreement.  The Borrower
and the Guarantor are sometimes hereinafter referred to
individually as a "Loan Party" and collectively as the "Loan
Parties".

     In rendering the opinions set forth herein, we have examined
originals or copies of the following:

     (a)  the Credit Agreement; and
     (b)  such other documents as we have deemed necessary or
          appropriate as a basis for the opinions expressed
          below.

<PAGE>
     As used in this opinion "Applicable Laws" shall mean those
laws, rules and regulations of the State of New York and of the
United States of America, which in our experience, are normally
applicable to transactions of the type contemplated by the Credit
Agreement.

     In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as facsimile, certified or photostatic copies, and the
authenticity of the originals of such copies.  As to any facts
material to this opinion which we did not independently establish
or verify, we have relied upon representations of the Loan
Parties.  We also have assumed that the Credit Agreement is the
valid and binding obligation of each party there to other than
the Loan Parties, enforceable against each such party in
accordance with its terms.  We express no opinion as to the
effect on the opinions herein stated of (i) the compliance or
noncompliance by the Agent, any of the co-syndication agents, the
sole lead arranger and bookrunner or any Lender with any state,
federal or other laws or regulations applicable to it or (ii) the
legal or regulatory status or the nature of the business of the
Agent, any of the co-syndication agents, the sole lead arranger
and bookrunner or any Lender.

     Members of this firm are admitted to the practice of law in
the State of New York and, in rendering the opinions expressed
herein, we express no opinion as to the laws of any jurisdiction
other than:  (i) the laws of the State of New York and (ii) the
federal laws of the United States of America.

     In addition, in rendering the opinions expressed herein we
have assumed, with your permission, that:

     A.   Each of the Loan Parties is a corporation duly
incorporated, validly existing and in good standing under the
laws of the State of its respective incorporation.

     B.   Each of the Loan Parties has all requisite
corporation power and corporate authority to execute, deliver and
perform all of its obligations under the Credit Agreement.

     C.   The execution, delivery and performance by each of the
Loan Parties of the Credit Agreement and the consummation by the
Loan Parties of the transactions contemplated thereby have been
duly authorized by all requisite corporate action on the part of
each of the Loan Parties.


<PAGE>
     D.   The Credit Agreement has been duly executed and
delivered by each of the Loan Parties.

     E.   The execution, delivery and performance of any of the
Borrower's obligations under the Credit Agreement will not
conflict with, contravene, violate or constitute a default under:
(i) its Certificate of Incorporation or by-laws, (ii) any lease,
indenture, instrument or other agreement to which the Borrower or
any of its properties is subject, (iii) any rule, law or
regulation to which the Borrower is subject (other than
Applicable Laws as to which we express our opinion in paragraph 2
hereof) or (iv) any judicial or administrative order or decree of
any governmental authority.

     F.   The execution, delivery and performance of any of the
Guarantor's obligations under the Credit Agreement will not
conflict with, contravene, violate or constitute a default under:
(i) its Certificate of Incorporation or by-laws, (ii) any lease,
indenture, instrument or other agreement to which the Guarantor
or any of its properties is subject, (iii) any rule, law or
regulation to which the Guarantor is subject (other than
Applicable Laws as to which we express our opinion in paragraph 2
hereof) or (iv) any judicial or administrative order or decree of
any governmental authority.

     G.   No authorization, consent or other approval of, or
notice to or filing with, any court, governmental authority or
regulatory body is required to authorize or is required in
connection with the execution, delivery or performance by either
Loan Parties of the Credit Agreement or the transactions
contemplated thereby.

     We understand that Alan E. Charlson, Senior Vice President
and General Counsel of the Borrower, is rendering an opinion,
subject to certain qualifications, assumptions and exceptions,
with respect to the matters set forth in the foregoing paragraphs
A through G, and we express no opinion with respect to the
matters covered thereby.

     Based upon the foregoing and subject to the qualifications
and exceptions set forth herein, we are of the opinion that:

     1.   The Credit Agreement constitutes the legal, valid and
binding obligation of each Loan Party, enforceable against each
Loan Party in accordance with its terms.




<PAGE>
     2.   Neither the execution, delivery or performance by
either Loan Party of the Credit Agreement nor the compliance by
either Loan Party with the terms and provisions thereof will
contravene any provision of any Applicable Law.

     The opinions expressed herein are subject to the following
limitations, qualifications and exceptions:

     (i)   Such opinions are subject to the effect of
bankruptcy, fraudulent conveyance, fraudulent transfer,
insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights or remedies of creditors
generally;

     (ii)  the enforcement of the Credit Agreement may be
limited by (A) certain equitable, legal or statutory principles
or provisions affecting the enforcement of contractual rights of
the type contained in the Credit Agreement generally, regardless
of whether such enforcement is considered in a proceeding in
equity or at law, including without limitation, concepts of
notice, materiality, reasonableness, good faith and fair dealing,
requirements that waivers or amendments be in writing,
severability of contractual obligations, jurisdiction, service or
process, venue, and applicable statutes of limitation and
doctrines of estoppel, and (B) judicial discretion or statutory
limitations with respect to the availability of equitable
remedies or defenses, the calculation of damages and the
entitlement to attorneys' fees and other costs;

     (iii) the enforceability of indemnification or contribution
provisions contained in the Credit Agreement under certain
circumstances may be limited under statutory law or court
decisions with respect to a liability where such indemnification
or contribution is contrary to public policy or prohibited by
law;

     (iv)  we express no opinion with respect to the
enforceability of any provision of the Credit Agreement to the
extent it authorizes or permits any party to the Credit Agreement
or any purchaser of a participation interest from any such party
to set-off or apply any deposit, property or indebtedness with
respect to any participation interest; and

     (v)   we express no opinion with respect to the application
of Section 548 of the federal Bankruptcy Code and comparable
provisions of state law.



<PAGE>
     This opinion is rendered only to the Agent, the co-
syndication agents, the sole lead arranger and bookrunner  and
the Lenders in connection with the above transactions and is
solely for the Agent's, the co-syndication agents', the sole lead
arranger and bookrunner's and the Lenders' benefit.  This opinion
may not be relied upon by any other person, firm or corporation
for any purpose without our prior written consent; provided,
however, that assignees who become parties to the Credit
Agreement (in accordance with the terms and conditions thereof)
are entitled to rely on this opinion, subject to the
qualifications set forth herein, as though it had been addressed
to them and delivered on the date hereof.

                                        Very truly yours,


<PAGE>
                                            EXHIBIT D-2 - FORM OF
                                               OPINION OF COUNSEL
                               FOR THE BORROWER AND THE GUARANTOR


                              [Effective Date]




Citibank, N.A., as Administrative Agent
399 Park Avenue
New York, New York  10043

The Lenders party to the Credit Agreement
     referred to below listed on Schedule 1
     hereto (hereinafter, the "Lenders")

     Re:  Five Year Credit Agreement dated as of July 31, 2001,
          among the Borrower, the Guarantor, the Lender and
          certain other lenders who are parties to the Credit
          Agreement, Citibank, N.A., as Agent for the Lender and
          such other lenders, The Bank of New York, Bank One, NA,
          First Union National Bank and the Chase Manhattan Bank,
          as co-syndication agents, and Salomon Smith Barney
          Inc., as sole lead arranger and bookrunner (the "Credit
          Agreement")

Ladies and Gentlemen:

          I am Senior Vice President and General Counsel of The
May Department Stores Company, a New York corporation
("Borrower") and Senior Vice President and General Counsel of The
May Department Stores Company, a Delaware corporation
("Guarantor").  This opinion is being rendered pursuant to
Section 3.01(c) of the Credit Agreement.  Capitalized terms used
herein but not otherwise defined herein shall have the meanings
assigned to them in the Credit Agreement.  Borrower and Guarantor
are sometimes hereinafter referred to individually as a "Loan
Party" and collectively as the "Loan Parties".

          In that connection, I have examined or caused to be
examined such documents as I have deemed appropriate for the
purpose of this opinion.  I advise you as follows as of the date
hereof:

          1.   Borrower is a corporation duly incorporated,
validly existing and in good standing under the laws of the State
of New York. Guarantor is a corporation duly incorporated,

<PAGE>
validly existing and in good standing under the laws of the State
of Delaware.  Each Loan Party has all requisite corporate power
and corporate authority to enter into the Credit Agreement and to
consummate the transactions contemplated thereby.

          2.   The Credit Agreement has been duly authorized by
all requisite corporate action on the part of each Loan Party and
has been duly executed and delivered by each Loan Party.

          3.   To the best of my knowledge after diligent inquiry
with respect thereto, there is no pending or threatened action or
proceeding against Guarantor or any of its Subsidiaries before
any court, governmental agency or arbitrator that would have a
materially adverse effect on the financial condition or
operations of Guarantor and its Subsidiaries, taken as a whole,
or which purports to affect the legality, validity or
enforceability of the Credit Agreement or any of the Notes.

          4.   The execution, delivery and performance by each
Loan Party of the Credit Agreement (a) will not contravene, or
result in a breach of the terms, conditions or provisions of, or
result in the violation of the Certificate of Incorporation or
By-laws of such Loan Party or, to my knowledge, contravene, or
result in a breach of the terms, conditions or provisions of, or
constitute a default under any material agreement or instrument
affecting such Loan Party or to which such Loan Party is a party
or by which such Loan Party or any of its properties is bound, or
result in the creation of any lien, security interest or other
charge or encumbrance on any of its properties and (b) will not
violate any material order, judgment or decree or any Missouri
statute, law, rule or regulation to which such Loan Party is
subject.

          5.   No authorization, consent or other approval of, or
notice to, or filing with any regulatory body, federal, state or
local, which has not been obtained is required in connection with
the execution, delivery or performance by either Loan Party of
the Credit Agreement.

          6.   Neither Guarantor nor any of its Subsidiaries is
engaged in the business of extending credit for the purpose of
"purchasing" or "carrying" any "margin stock" (as each of the
quoted terms is defined or used in Regulation U of the Board of
Governors of the Federal Reserve System).

          7.   Guarantor owns directly all of the issued and
outstanding common stock of Borrower and all other issued and
outstanding Capital Stock of Borrower that constitutes voting
stock.

<PAGE>
     This opinion is rendered only to the Agent, the co-
syndication agents, the sole lead arranger and bookrunner  and
the Lenders in connection with the above transactions and is
solely for the Agent's, the co-syndication agents', the sole lead
arranger and bookrunner's and the Lenders' benefit.  This opinion
may not be relied upon by any other person, firm or corporation
for any purpose without our prior written consent; provided,
however, that assignees who become parties to the Credit
Agreement (in accordance with the terms and conditions thereof)
are entitled to rely on this opinion, subject to the
qualifications set forth herein, as though it had been addressed
to them and delivered on the date hereof.



                                        Very truly yours,



                                        Alan E. Charlson
                                        Senior Vice President
                                         and General Counsel

<PAGE>
                                                        EXHIBIT E
                                         Subordination Provisions


          The payment of principal of, premium, if any, and
interest on this promissory note is hereby subordinated in right
of payment, to the prior payment in full of all Senior Debt,
whether outstanding on the date of this promissory note or
hereafter incurred.

          Except for Permitted Payments (as hereinafter defined),
the Holder will not (i) accelerate, take or receive from Maker by
setoff or in any other manner, the whole or any part of the
indebtedness evidenced by this promissory note, including,
without limitation, the taking of any negotiable instruments
evidencing such amounts, nor any security for any of the
indebtedness evidenced by this promissory note, or (ii) ask,
demand, sue or otherwise take any action to enforce any claim
with respect to this promissory note without the prior written
consent of the agent for the holders of the Senior Bank Debt and
the holders of the Designated Senior Debt (or their
Representative), in each case unless and until all Senior Debt
shall have been fully and indefeasibly paid and satisfied in cash
and all financing arrangements contemplated by the Bank Credit
Agreement shall have been terminated; provided, however, that so
long as no event of default shall have occurred and be continuing
under the Bank Credit Agreement, the Holder may receive
securities that are subordinated to at least the same extent as
this promissory note to the Senior Debt.

          Notwithstanding the provisions of the immediately
preceding paragraph, until the occurrence and during the
continuance of an event of default under any Designated Senior
Debt (including, without limitation, an "Event of Default" as
defined in the Bank Credit Agreement), and provided that (i)
there shall not then exist any breach of any provision of this
promissory note that is for the benefit of the holders of the
Designated Senior Debt that has not been waived, in writing, by
the holders thereof (or their Representative), and (ii) the
payment described below, if made, would not give rise to the
occurrence of an event of default under any Designated Senior
Debt, Maker may pay to Holder, and Holder may accept from Maker,
when due, on an unaccelerated basis, pursuant to the terms of
this promissory note, (A) regularly scheduled payments of
interest, (B) payments of principal upon the stated maturity of
this promissory note, and (C) in the event the Holder is an
insurance company which has provided insurance coverage to the
Maker, payments in the form of setoffs or reductions in the
principal amount of this promissory note against any insurance
<PAGE>
benefits owing from the Holder to Maker with respect to such
coverage (collectively, "Permitted Payments").  It is expressly
understood and agreed by Holder that, except as otherwise
provided in clause (C) above, any prepayment (whether optional or
mandatory) of any of the indebtedness evidenced by this
promissory note shall not be a Permitted Payment.

          In the event of any distribution, division, or
application, partial or complete, voluntary or involuntary, by
operation of law or otherwise, of all or any part of the assets
of the Maker or the proceeds thereof to the creditors of the
Maker or readjustment of the obligations evidenced by this
promissory note, whether by reason of liquidation, bankruptcy,
arrangement, receivership, assignment for the benefit of
creditors or any other action or proceeding involving the
readjustment of all or any part of the Senior Debt or this
promissory note, or the application of the assets of the Maker to
the payment or liquidation thereof, or upon the dissolution or
other winding up of the Maker's business, or upon the sale of all
or substantially all of the Maker's assets (except to the extent
permitted in the instruments or agreements governing the Senior
Debt), then in any such event, (i) the Senior Debt shall be fully
and indefeasibly paid and satisfied in cash prior to the payment
of all or any part of the indebtedness evidenced by this
promissory note, and (ii) any payment or distribution of any kind
or character, whether in cash, securities or other property,
which shall be payable or deliverable upon or with respect to any
or all of the indebtedness evidenced by this promissory note
shall be paid or delivered to the holders of the Senior Debt (or
their Representatives), pro rata, for application on any of the
Senior Debt, due or not due, until all Senior Debt shall have
been fully and indefeasibly paid and satisfied in cash; provided,
however, that, so long as no event of default shall have occurred
and be continuing under the Bank Credit Agreement, the Holder may
receive securities that are subordinated to at least the same
extent as this promissory note to the Senior Debt.

          After all Senior Debt has been indefeasibly paid in
full and until this promissory note is paid in full, the Holder
shall be subrogated (equally and ratably with all other
Indebtedness pari passu with this promissory note) to the rights
of holders of Senior Debt to receive distributions applicable to
Senior Debt to the extent that distributions otherwise payable to
the Holder have been applied to the payment of Senior Debt.  A
distribution made under these subordination provisions to holders
of Senior Debt that otherwise would have been made to the Holder
is not, as between the Maker and the Holder, a payment by the
Maker on the Senior Debt.

<PAGE>
          The subordination provisions set forth herein shall not
be amended or modified without the written consent of the holders
of all Designated Senior Debt (or their Representative).

          "Bank Credit Agreement" means that certain Five Year
Credit Agreement dated as of July 31, 2001, among the Borrower,
the Guarantor, the Lender and certain other lenders who are
parties to the Credit Agreement, Citibank, N.A., as Agent for the
Lender and such other lenders, The Bank of New York, Bank One,
NA, First Union National Bank and the Chase Manhattan Bank, as
co-syndication agents, and Salomon Smith Barney Inc., as sole
lead arranger and bookrunner, as such agreement may be restated,
further amended, supplemented or otherwise modified or replaced
from time to time hereafter, and any notes issued pursuant
thereto, together with any refunding or replacement thereof.

          "Designated Senior Debt" means, at any time, (i) so
long as the Bank Credit Agreement is in effect or any Senior Bank
Debt is outstanding at such time, the Senior Bank Debt and (ii)
any other Senior Debt the principal amount of which at such time
is $100 million or more.

          "Hedging Obligations" means the obligations of the
Maker under (i) interest rate swap agreements, interest rate cap
agreements, interest rate collar agreements currency swap
agreements and (ii) other agreements or arrangements designed to
protect such Person against fluctuations in interest rates or
fluctuations in currency values.

          "Indebtedness" means any indebtedness of the Maker,
whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or
letters of credit (or reimbursement agreements in respect
thereof) or banker's acceptances or representing obligations
under capital leases or the balance deferred and unpaid of the
purchase price of any property or representing any Hedging
Obligations, except any such balance that constitutes an accrued
expense or trade payable, if and to the extent any of the
foregoing indebtedness (other than Hedging Obligations) would
appear as a liability upon a balance sheet of the Maker prepared
in accordance with generally accepted accounting principles at
the time of its incurrence, as well as all indebtedness of others
secured by a lien on any asset of the Maker (whether or not such
indebtedness is assumed by the Maker) and, to the extent not
otherwise included, the guaranty by the Maker of any indebtedness
of any other person or entity.



<PAGE>
          "Representative" means the indenture trustee or other
trustee, agent or representative for any Senior Debt, including,
without limitation, the Administrative Agent.

          "Senior Bank Debt" means the Indebtedness and
obligations outstanding under the Bank Credit Agreement,
including, without limitation, all principal, interest, fees,
indemnities, reimbursement claims or otherwise and whether or not
such obligations accrue before or after the commencement of any
bankruptcy, insolvency or similar proceeding or constitute an
allowed claim in any such proceeding.

          "Senior Debt" means (i) the Senior Bank Debt and (ii)
all other Indebtedness of the Maker, unless the instrument under
which such Indebtedness is incurred expressly provides that it is
on a parity with or subordinated in right of payment to the
Indebtedness evidenced by this promissory note.  Notwithstanding
anything to the contrary in the foregoing, Senior Debt will not
include (x) any liability for federal, state, local or other
taxes owed or owing by the Maker, (y) any Indebtedness of the
Maker to any of its subsidiaries or other affiliates or (z) any
trade payables or accrued expenses.



























<PAGE>

                                                   EXECUTION COPY

                        U.S. $700,000,000

                    FIVE YEAR CREDIT AGREEMENT

                    Dated as of July 31, 2001
                              Among

                THE MAY DEPARTMENT STORES COMPANY

                      a New York corporation
                           as Borrower

                THE MAY DEPARTMENT STORES COMPANY

                     a Delaware corporation
                           as Guarantor

                               and

                 THE INITIAL LENDERS NAMED HEREIN

                        as Initial Lenders

                               and

                          CITIBANK, N.A.

                     as Administrative Agent

                               and

                       THE BANK OF NEW YORK
                           BANK ONE, NA
                    FIRST UNION NATIONAL BANK
                               and
                     THE CHASE MANHATTAN BANK

                     as Co-Syndication Agents

                               and

                    SALOMON SMITH BARNEY INC.,

               As Sole Lead Arranger and Bookrunner
<PAGE>
                        TABLE OF CONTENTS
ARTICLE I

     SECTION 1.01.  Certain Defined Terms                                1

     SECTION 1.02.  Computation of Time Periods                          9

     SECTION 1.03.  Accounting Terms                                     9

ARTICLE II

     SECTION 2.01.  The Revolving Credit Advances                        9

     SECTION 2.02.  Making the Revolving Credit Advances                 9

     SECTION 2.03.  The Competitive Bid Advances                        10

     SECTION 2.04.  Fees                                                13

     SECTION 2.05.  Termination or Reduction of the Commitments         13

     SECTION 2.06.  Repayment of Revolving Credit Advances              13

     SECTION 2.07.  Interest on Revolving Credit Advances               13

     SECTION 2.08.  Additional Interest on Eurodollar Rate Advances
                    and LIBO Rate Advances                              14

     SECTION 2.09.  Interest Rate Determination                         14

     SECTION 2.10.  Optional Conversion of Revolving Credit
                    Advances                                            15

     SECTION 2.11.  Prepayments of Revolving Credit Advances            15

     SECTION 2.12.  Increased Costs                                     15

     SECTION 2.13.  Illegality                                          16

     SECTION 2.14.  Payments and Computations                           16

     SECTION 2.15.  Taxes                                               17

     SECTION 2.16.  Sharing of Payments, Etc.                           18

     SECTION 2.17.  Evidence of Debt                                    18

     SECTION 2.18.  Use of Proceeds                                     19

<PAGE>
ARTICLE III

     SECTION 3.01.  Conditions Precedent to Effectiveness of this
                    Agreement                                           19

     SECTION 3.02.  Conditions Precedent to Each Revolving Credit
                    Borrowing                                           20

     SECTION 3.03.  Conditions Precedent to Each Competitive Bid
                    Borrowing                                           20

     SECTION 3.04.  Determinations Under Section 3.01                   21

ARTICLE IV

     SECTION 4.01.  Representations and Warranties of the Guarantor
                    and the Borrower                                    21

ARTICLE V

     SECTION 5.01.  Affirmative Covenants                               22

     SECTION 5.02.  Negative Covenants                                  24

     SECTION 5.03.  Financial Covenants                                 25

ARTICLE VI

     SECTION 6.01.  Events of Default                                   25

ARTICLE VII

     SECTION 7.01.  Guaranty                                            27

     SECTION 7.02.  Guaranty Unconditional                              27

     SECTION 7.03.  Discharge Only Upon Payment in Full;
                    Reinstatement in Certain Circumstances              28

     SECTION 7.04.  Waiver by the Guarantor                             28

     SECTION 7.05.  Subrogation                                         28

     SECTION 7.05.  Stay of Acceleration                                29

     SECTION 7.07.  Amendments, Etc. in Respect of Article VII          29



<PAGE>
ARTICLE VIII

     SECTION 8.01.  Authorization and Action                            29

     SECTION 8.02.  Agent's Reliance, Etc.                              29

     SECTION 8.03.  Citibank and Affiliates                             29

     SECTION 8.04.  Lender Credit Decision                              30

     SECTION 8.05.  Indemnification                                     30

     SECTION 8.06.  Successor Agent                                     30

ARTICLE IX

     SECTION 9.01.  Amendments, Etc.                                    30

     SECTION 9.02.  Notices, Etc.                                       31

     SECTION 9.03.  No Waiver; Remedies                                 31

     SECTION 9.04.  Costs and Expenses                                  31

     SECTION 9.05.  Right of Set-off                                    32

     SECTION 9.06.  Binding Effect                                      32

     SECTION 9.07.  Assignments and Participations                      32

     SECTION 9.08.  Confidentiality                                     35

     SECTION 9.09.  Governing Law                                       35

     SECTION 9.10.  Execution in Counterparts                           35

     SECTION 9.11.  Waiver of Jury Trial                                36



Schedules

     Schedule I - List of Applicable Lending Offices

Exhibits

     Exhibit A-1     -   Form of Revolving Credit Note

     Exhibit A-2     -   Form of Competitive Bid Note
<PAGE>
     Exhibit B-1     -   Form of Notice of Revolving Credit Borrowing

     Exhibit B-2     -   Form of Notice of Competitive Bid Borrowing

     Exhibit C   -       Form of Assignment and Acceptance

     Exhibit D-1     -   Form of Opinion of Counsel of Latham & Watkins

     Exhibit D-2     -   Form of Opinion of General Counsel for the Borrower
                         and the Guarantor

     Exhibit E  -   Subordination Provisions