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                                                                    Exhibit 10.3

              EXECUTIVE INCENTIVE COMPENSATION PLAN
                     FOR CORPORATE EXECUTIVES
                     (Amended March 9, 2001)

    This document constitutes and sets forth the terms of The
May Department Stores Company Executive Incentive Compensation
Plan for Corporate Executives.

    Section 1.  Purposes of the Plan.   The purposes of the Plan
are (i) to provide a means to attract, retain and motivate
talented personnel and (ii) to provide to participating
management employees added incentive for high levels of
performance and for additional effort to improve the Company's
financial performance.  Payments of awards under this Plan are
intended to qualify for tax deductibility under the provisions of
Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code").  Notwithstanding any other provisions of this Plan,
if any decision must be made before a specified date in order for
payments to qualify for such tax deductibility under the tax
rules in effect from time to time, then such decision is to be
made before such date.

    Section 2.  Definitions.   Whenever used herein, the
following terms shall have the following meanings:

       (a) "Annual Award" means, for a Participant for a Fiscal
    Year, the product of the Participant's Minimum Annual
    Compensation for such Fiscal Year multiplied by the
    aggregate of:

           (i) the Participant's Annual EPS Factor for such
           Fiscal Year, plus

          (ii) the Participant's Annual RONA Factor for such
       Fiscal Year.

       (b) "Annual EPS Factor" means, for a Participant for a
    Fiscal Year

       (1)  if actual EPS Growth for such Fiscal Year equals or
       exceeds the Participant's Threshold Annual EPS Growth
       Objective for such Fiscal Year but is less than the
       Participant's Target Annual EPS Growth Objective for such
       Fiscal Year,

           (i) seven and one-half percent (up to fifteen percent
           for the Chairman of the Board, the Chief Executive
           Officer or the President), plus
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           (ii) seven and one-half percent (up to fifteen
           percent for the Chairman of the Board , the Chief
           Executive Officer or the President) multiplied by a
           fraction (not less than zero and not greater than
           one), the numerator of which is the actual EPS Growth
           for such Fiscal Year less the Participant's Threshold
           Annual EPS Growth Objective for such Fiscal Year and
           the denominator of which is the Participant's Target
           Annual EPS Growth Objective for such Fiscal Year less
           the Participant's Threshold Annual EPS Growth
           Objective for such Fiscal Year; or

       (2)  if actual EPS Growth for such Fiscal Year equals or
       exceeds the Participant's Target Annual EPS Growth
       Objective for such Fiscal Year but is less than the
       Participant's Maximum Annual EPS Growth Objective for
       such Fiscal Year,

           (i) fifteen percent (up to thirty percent for the
           Chairman of the Board, the Chief Executive Officer or
           the President), plus

           (ii) seven and one-half percent (up to fifteen
           percent for the Chairman of the Board, the Chief
           Executive Officer or the President) multiplied by a
           fraction (not less than zero and not greater than
           one), the numerator of which is the actual EPS Growth
           for such Fiscal Year less the Participant's Target
           Annual EPS Growth Objective for such Fiscal Year and
           the denominator of which is the Participant's Maximum
           Annual EPS Growth Objective for such Fiscal Year less
           the Participant's Target Annual EPS Growth Objective
           for such Fiscal Year; or

       (3)  if actual EPS Growth for such Fiscal Year equals or
       exceeds the Participant's Maximum Annual EPS Growth
       Objective for such Fiscal Year, twenty-two and one-half
       percent (up to forty-five percent for the Chairman of the
       Board, the Chief Executive Officer or the President);

        provided, however,

           (1) that the Annual EPS Factor shall be subject to
           adjustment as provided in Section 6(b); and

           (2) that the percentages referred to in this
           definition may be adjusted by the Committee as
           provided in Section 4(b).
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       (c) "Annual RONA Factor" means, for a Participant for a
    Fiscal Year

       (1)   if actual RONA for such Fiscal Year equals or
       exceeds the Participant's Threshold Annual RONA Objective
       for such Fiscal Year but is less than the Participant's
       Target Annual RONA Objective for such Fiscal Year,

            (i) seven and one-half percent (up to fifteen
           percent for the Chairman of the Board, the Chief
           Executive Officer or the President), plus

           (ii) seven and one-half percent (up to fifteen
           percent for the Chairman of the Board, the Chief
           Executive Officer or the President) multiplied by a
           fraction (not less than zero and not greater than
           one), the numerator of which is the actual RONA for
           such Fiscal Year less the Participant's Threshold
           Annual RONA Objective for such Fiscal Year and the
           denominator of which is the Participant's Target
           Annual RONA Objective for such Fiscal Year less the
           Participant's Threshold Annual RONA Objective for
           such Fiscal Year; or

       (2)   if actual RONA for such Fiscal Year equals or
       exceeds the Participant's Target Annual RONA Objective
       for such Fiscal Year but is less than the Participant's
       Maximum Annual RONA Objective for such Fiscal Year,

            (i) fifteen percent (up to thirty percent for the
           Chairman of the Board, the Chief Executive Officer or
           the President), plus

           (ii) seven and one-half percent (up to fifteen
           percent for the Chairman of the Board, the Chief
           Executive Officer or the President) multiplied by a
           fraction (not less than zero and not greater than
           one), the numerator of which is the actual RONA for
           such Fiscal Year less the Participant's Target Annual
           RONA Objective for such Fiscal Year and the
           denominator of which is the Participant's Maximum
           Annual RONA Objective for such Fiscal Year less the
           Participant's Target Annual RONA Objective for such
           Fiscal Year; or

       (3)  if actual RONA for such Fiscal Year equals or
       exceeds the Participant's Maximum Annual RONA Objective
       for such Fiscal Year, twenty-two and one-half percent (up
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        to forty-five percent for the Chairman of the Board, the
        Chief Executive Officer or the President);

    provided, however,

           (1) that the Annual RONA Factor shall be subject to
           adjustment as provided in Section 6(b); and

           (2) that the percentages referred to in this
           definition may be adjusted by the Committee as
           provided in Section 4(b).

       (d) "Average Annual Compensation" means, for a Long-Term
    Performance Period, the Participant's average annual salary
    rate during such period, determined on a monthly basis, or
    such lesser amount as the Participant and the Company shall
    agree to, in writing.

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

       (f) "Committee" means a committee designated by the
    Board, which shall consist of not less than three members of
    the Board who shall be appointed by and serve at the
    pleasure of the Board and who shall be "outside" directors
    within the meaning of Section 162(m) of the Code.

       (g) "Company" means The May Department Stores Company, a
    Delaware corporation.1

       (h) "Disability" means the inability of a Participant to
    perform the normal duties of the Participant's regular
    occupation.

       (i) "EPS Growth" means (i) for a Fiscal Year, the annual
    growth rate in EPS measured from the immediately preceding
    Fiscal Year; and (ii) for a Long-Term Performance Period,
    the compound annual growth rate in EPS measured from the
    Fiscal Year immediately preceding the Long-Term Performance
    Period to the last Fiscal Year in the Long-Term Performance
    Period.  For purposes of this definition, "EPS" for a Fiscal
    Year means the Company's EPS for such Fiscal Year as
    reported in the Company's annual report to its shareholders
    for the year of determination (or, in the event that such

1 The definition of "Company" was amended on May 24, 1996 to
reflect the reincorporation of the company from New York to
Delaware pursuant to a statutory share exchange approved by
shareowners on May 24, 1996.
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    item is not included in such annual report, such comparable
    figure as may be determined by the Committee) adjusted by
    the Company's independent certified public accountants to
    exclude such non-recurring or extraordinary items as the
    Committee shall determine are not representative of the on-
    going operations of the Company.

       (j) "Fiscal Year" means the fiscal year of the Company.

       (k) "Long-Term Award" means, for a Participant for a
    Long-Term Performance Period, the product of the
    Participant's Average Annual Compensation for such period
    multiplied by the aggregate of:

           (i) the Participant's Long-Term EPS Factor for such
           period, plus

           (ii) the Participant's Long-Term RONA Factor for such
           period

    as such product is adjusted in accordance with Section 5(b)
    of the Plan.

       (l) "Long -Term EPS Factor" means, for a Participant for
    a Long-Term Performance Period,

       (1)  if actual EPS Growth for such period equals or
       exceeds the Participant's Threshold Long-Term EPS Growth
       Objective for such period but is less than the
       Participant's Target Long-Term EPS Growth Objective for
       such period,

           (i) five percent (up to ten percent for the Chairman
           of the Board, the Chief Executive Officer or the
           President), plus

           (ii) five percent (up to ten percent for the Chairman
           of the Board, the Chief Executive Officer or the
           President) multiplied by a fraction (not less than
           zero and not greater than one), the numerator of
           which is the actual EPS Growth for such period less
           the Participant's Threshold Long-Term EPS Growth
           Objective for such period and the denominator of
           which is the Participant's Target Long-Term EPS
           Growth Objective for such period less the
           Participant's Threshold Long-Term EPS Growth
           Objective for such period; or

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       (2)  if actual EPS Growth for such period equals or
       exceeds the Participant's Target Long-Term EPS Growth
       Objective for such period but is less than the
       Participant's Maximum Long-Term EPS Growth Objective for
       such period,

           (i) ten percent (up to twenty percent for the
           Chairman of the Board, the Chief Executive Officer or
           the President), plus

           (ii) five percent (up to ten percent for the Chairman
           of the Board, the Chief Executive Officer or the
           President) multiplied by a fraction (not less than
           zero and not greater than one), the numerator of
           which is the actual EPS Growth for such period less
           the Participant's Target Long-Term EPS Growth
           Objective for such period and the denominator of
           which is the Participant's Maximum Long-Term EPS
           Growth Objective for such period less the
           Participant's Target Long-Term EPS Growth Objective
           for such period; or

       (3)  if actual EPS Growth for such period equals or
       exceeds the Participant's Maximum Long-Term EPS Growth
       Objective for such period, fifteen percent (up to thirty
       percent for the Chairman of the Board, the Chief
       Executive Officer or the President);

    provided, however, that the Long-Term EPS Factor shall be
    subject to adjustment as provided in Section 6(b).

       (m) "Long-Term Performance Period" means three
    consecutive Fiscal Years.

       (n) "Long-Term RONA Factor" means, for a Participant for
    a Long-Term Performance Period

       (1)  if actual RONA for such period equals or exceeds the
       Participant's Threshold Long-Term RONA Objective for such
       period but is less than the Participant's Target Long-
       Term RONA Objective for such period,

           (i) five percent (up to ten percent for the Chairman
           of the Board, the Chief Executive Officer or the
           President), plus



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           (ii) five percent (up to ten percent for the Chairman
           of the Board, the Chief Executive Officer or the
           President) multiplied by a fraction (not less than
           zero and not greater than one), the numerator of
           which is the actual RONA for such period less the
           Participant's Threshold Long-Term RONA Objective for
           such period and the denominator of which is the
           Participant's Target Long-Term RONA Objective for
           such period less the Participant's Threshold Long-
           Term RONA Objective for such period; or

       (2)  if actual RONA for such period equals or exceeds the
       Participant's Target Long-Term RONA Objective for such
       period but is less than the Participant's Maximum Long-
       Term RONA Objective for such period,

           (i) ten percent (up to twenty percent for the
           Chairman of the Board, the Chief Executive Officer or
           the President), plus

           (ii) five percent (up to ten percent for the Chairman
           of the Board , the Chief Executive Officer or the
           President) multiplied by a fraction (not less than
           zero and not greater than one), the numerator of
           which is the actual RONA for such period less the
           Participant's Target Long-Term RONA Objective for
           such period and the denominator of which is the
           Participant's Maximum Long-Term RONA Objective for
           such period less the Participant's Target Long-Term
           RONA Objective for such period; or

       (3)  if actual RONA for such period equals or exceeds
       the Participant's Maximum Long-Term RONA Objective for
       such period, fifteen percent (up to thirty percent for
       the Chairman of the Board , the Chief Executive Officer
       or the President);

    provided, however, that the Long-Term RONA Factor shall be
    subject to adjustment as provided in Section 6(b).

       (o) "Market Value" means the average closing price of the
    Stock on the New York Stock Exchange, Inc. during the month
    of February of the year specified.

       (p) "Minimum Annual Compensation" means, for a Fiscal
    Year, the Participant's rate of minimum annual salary on the
    first day of the fiscal month of November in the Fiscal
    Year.
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       (q) "Participant" means an individual who has been
    designated to participate in the Plan in accordance with
    Section 3 of the Plan.

       (r) "Plan" mean The May Department Stores Company
    Executive Incentive Compensation Plan for Corporate
    Executives.

       (s) "Relative Performance Rank" means, for a Fiscal Year
    or for a Long-Term Performance Period, the relative rank of
    the Company (as among the Company and a group of competitors
    designated by the Committee) based on the EPS Growth and
    RONA, respectively, of all such corporations for such
    corporations' comparable fiscal periods, as determined by
    the Committee.  Relative Performance Rank shall be
    determined based on data provided by the Company's
    independent certified public accountants from publicly
    available information about all such corporations, and
    adjusted by such independent certified public accountants
    for comparability (adjustments for LIFO, major non-recurring
    transactions, etc.) subject to the direction and approval of
    the Committee.  The competitors designated by the Committee
    for the 1994 Fiscal Year and for the Long-Term Performance
    Period commencing in 1994 are Dayton-Hudson Company, Dillard
    Department Stores, J.C. Penney, Melville Stores, Mercantile
    Stores and Nordstrom.  The Committee may change the number
    of competitors or corporations included in the group when,
    as a result of extraordinary or unforeseen events, it is no
    longer appropriate for a particular corporation to be
    included in the competitor group (such as when one of the
    group ceases operations, merges with another corporation,
    files for bankruptcy protection or significantly changes the
    nature of its business).2 3

2 March 15, 1996:  The Committee changed the competitor group to
drop Melville and to add Sears for Fiscal Years and Long-Term
Performance Periods ending after March 15, 1996.  Melville had
announced its planned restructuring; the Company had announced
its planned spin-off of Payless; Sears was more closely
positioned to the Company in the marketplace.

3 November 20, 1998:  The Committee changed the competitor group
to drop Mercantile Stores and to add Federated Department Stores
and Kohl's for Fiscal Years and Long-Term Performance Periods
ending after November 20, 1998.  Mercantile Stores was acquired
by other retailers in the fall of 1998.


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       (t) "Retirement" means, as to a Participant, retirement
    as that word is defined in any retirement plan sponsored by
    the Company or any Subsidiary which is applicable to such
    Participant.

       (u) "RONA" means (i) for a Fiscal Year, the Company's
    return on beginning net assets for such Fiscal Year as
    reported in the Company's annual report to its shareowners
    for the year of determination (or, in the event that such
    item is not included in such annual report, such comparable
    figure as may be determined by the Committee) adjusted by
    the Company's independent certified public accountants to
    exclude such non-recurring or extraordinary items as the
    Committee shall determine are not representative of the
    ongoing operations of the Company; and (ii) for a Long-Term
    Performance Period, the sum of the RONA for each Fiscal Year
    in the Long-Term Performance Period divided by three.

       (v) "Stock" means the common stock of the Company.

       (w) "Subsidiary" means a subsidiary corporation of the
    Company within the meaning of Section 425(f) of Code.

       (x) The terms "Maximum Annual EPS Growth Objective,"
    "Maximum Long-Term EPS Growth Objective," "Target Annual EPS
    Growth Objective," "Target Long-Term EPS Growth Objective,"
    "Threshold Annual EPS Growth Objective," "Threshold Long-
    Term EPS Growth Objective," "Maximum Annual RONA Objective,"
    "Maximum Long-Term RONA Objective," "Target Annual RONA
    Objective," "Target Long-Term RONA Objective," "Threshold
    Annual RONA Objective" and "Threshold Long-Term RONA
    Objective" shall mean the respective objectives determined
    by the Committee for each Participant pursuant to Section 7
    of the Plan.

    Section 3.  Eligibility.   Management employees of the
Company and its Subsidiaries shall be eligible to participate in
the Plan.  The Committee may, in its sole discretion, designate
any such individual as a Participant for a particular Fiscal Year
and/or for a particular Long-Term Performance Period before the
end of such Fiscal Year and Long-Term Performance Period,
respectively.  Designation of an individual as a Participant for
any period shall not require designation of such individual as a
Participant in any other period, and designation of one
individual as a Participant shall not require designation of any
other individual as a Participant in such period or in any other
period.

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    Section 4.  Annual Award.   (a) Subject to the other
provisions of the Plan, a Participant for a Fiscal Year who is
designated as such for an entire Fiscal Year shall be entitled to
an Annual Award for such Fiscal Year.  Subject to the other
provisions of the Plan, a Participant for a Fiscal Year who is
designated as such for less than an entire Fiscal Year shall be
entitled to a reduced Annual Award for such Fiscal Year equal to
the Annual Award for such Fiscal Year multiplied by a fraction,
the numerator of which shall be the number of complete fiscal
months between (i) the first day of the fiscal month in which
occurs the date as of which the Participant was so designated and
(ii) the end of such Fiscal Year and the denominator of which
shall be twelve.

    (b) The Committee may change the percentages referred to in
the definitions of "Annual EPS Factor" and "Annual RONA Factor"
for any Fiscal Year, provided that the maximum Annual Award which
may be paid under such different percentages may not be greater
than 45% (90% for the Chairman of the Board, the Chief Executive
Officer or the President) of the Participant's Minimum Annual
Compensation for such Fiscal Year.

    (c) Notwithstanding any other provision of the Plan, the
maximum dollar amount of any Annual Award for any Participant for
any Fiscal Year shall not exceed $2,000,000.

    Section 5.  Long-Term Award.   (a) Subject to the other
provisions of the Plan, a Participant for a Long-Term Performance
Period who is designated as such for an entire Long-Term
Performance Period shall be entitled to a Long-Term Award for
such period.  Subject to the other provisions of the Plan, a
Participant for a Long-Term Performance Period who is designated
as such for less than an entire Long-Term Performance Period
shall be entitled to a reduced Long-Term Award for such period
equal to the Long-Term Award for such period multiplied by a
fraction, the numerator of which shall be the number of complete
fiscal months between (i) the first day of the fiscal month in
which occurs the date as of which the Participant was so
designated and (ii) the end of such Long-Term Performance Period
and the denominator of which shall be thirty-six.

    (b) The Long-Term Award otherwise payable pursuant to
Section 5(a) of the Plan for a Long-Term Performance Period shall
be adjusted by multiplying such Long-Term Award by a percentage
equal to a fraction, the numerator of which shall be the Market
Value of the Stock in February of the calendar year in which such
Long-Term Performance Period ends and the denominator of which

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shall be the Market Value of the Stock in February of the
calendar year in which such Long-Term Performance Period begins;
provided, however, that such percentage shall in no event be
greater than one hundred fifty percent nor less than seventy-five
percent.

    (c) Notwithstanding any other provision of the Plan, the
maximum dollar amount of any Long-Term Award for any Participant
for any Long-Term Performance Period shall not exceed $2,000,000.

    Section 6.  Adjustments.   (a)  Discretionary Adjustment of
Awards.  In the event that the Committee determines, in its
absolute discretion, that an Annual Award or a Long-Term Award
payable to a Participant in accordance with the other terms of
the Plan should be adjusted, upwards or downwards, based on all
the facts and circumstances known to the Committee at the time,
then, the Committee may, in its sole and absolute discretion,
increase or decrease any such Annual Award or Long-Term Award to
such amount as it determines;  provided, however, that the
Committee may not adjust upwards any Annual Award or Long-Term
Award of any Participant who is a "covered employee" (as defined
in Section 162 (m) of the Code and the regulations thereunder)
with respect to the particular performance period for which the
Annual Award or Long-Term Award is being granted.

    (b) Adjustment for Relative Rank.  A Participant's Annual
EPS Factor, Annual RONA Factor, Long-Term EPS Factor and Long-
Term RONA Factor shall be adjusted in the following manner based
upon the number of competitors in the group of competitors used
to determine the Company's Relative Performance Rank and the
Company's Relative Performance Rank therein:

    Number of Competitor Companies (not including the Company)

                              10    9    8    7    6    5    4
Factor will be no less than
 "Target" if the Company's    1st- 1st- 1st- 1st- 1st- 1st- 1st-
 rank is:                      3rd  3rd  3rd  2nd  2nd  2nd  2nd

Factor will be no less than
 "Threshold" if the Company's 4th- 4th- 4th- 3rd- 3rd- 3rd- 3rd -
 rank is:                      6th  6th  6th  4th  4th  4th  4th

Factor will be no higher than
 "Threshold" if the Company's 9th- 8th- 7th- 7th- 6th- 5th- 5th
 rank is:                      11th 10th 9th  8th  7th  6th


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    Section 7.  Annual and Long-Term Targets.   Threshold,
target and maximum annual and long-term objectives with respect
to EPS Growth and with respect to RONA shall be determined by the
Committee as soon as practicable prior to the commencement of
each Fiscal Year and each Long-Term Performance Period for each
Participant or within the period permitted by applicable law.
The Committee shall cause the respective objectives for each
Participant to be provided to such Participant as soon thereafter
as practicable.  Such objectives shall remain in effect for the
entire Fiscal Year or Long-Term Performance Period, as
appropriate.

    Section 8.  Payment of Awards.   (a) Annual Awards for a
Fiscal Year shall be payable in cash within three months after
the close of such Fiscal Year or as soon thereafter as
practicable.

    (b) Long-Term Awards for a Long-Term Performance Period
shall be payable in cash within three months after the close of
such Long-Term Performance Period or as soon thereafter as
practicable.

    (c) A Participant may elect to defer all or a portion of an
award by making such election under the Deferred Compensation
Plan with respect to such award. Such election must be made not
later than December 31 of the calendar year preceding the
commencement of the Fiscal Year or Long-Term Performance Period,
as appropriate.

    (d) The Company shall have the right to deduct any sums that
federal, state or local tax laws require to be withheld with
respect to any payment of awards.

    (e) Before any award is paid to a Participant who is a
"covered employee" (as defined in Section 162(m) of the Code and
the regulations thereunder), the Committee shall certify in
writing that the material terms of the Plan have been satisfied.

    Section 9.  Termination of Employment.

    (a) Death or Disability.  In the event of either the death
or Disability of the Participant while employed (a "Section 9(a)
Event"), the Participant shall be entitled to the following:

       (i) An Annual Award with respect to the Fiscal Year in
       which the Section 9(a) Event occurs equal to the Annual


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       Award otherwise payable (if any) for that Fiscal Year,
       prorated to the end of the fiscal month in which such
       Section 9(a) Event occurs; and

       (ii) A Long-Term Award with respect to each Long-Term
       Performance Period which includes the Fiscal Year of the
       Section 9(a) Event; provided, however, that for purposes
       of this Section 9(a)(ii) the Long-Term Award for any
       Long-Term Performance Period (1) shall be determined at
       the end of the Fiscal Year in which the Section 9(a)
       Event occurs, (2) shall be determined (and averages used
       in that determination shall be calculated) based only on
       the Fiscal Year and any preceding Fiscal Years otherwise
       included in the Long-Term Performance Period and (3)
       shall be prorated to the end of the fiscal month in which
       the Section 9(a) Event occurs.

   (b) Retirement.

       (i) In the event of the Retirement of the Participant
       with the written consent of the Company, such event shall
       be deemed to be a Section 9(a) Event, and the Participant
       shall be entitled to an Annual Award and to a Long-Term
       Award as provided in Section 9(a).

       (ii) In the event of the Retirement of the Participant
       without the consent of the Company (a "Section 9(b)(ii)
       Event"), the Participant shall be entitled to the
       following:

           (1) An Annual Award with respect to the Fiscal Year
           in which the Section 9(b)(ii) Event occurs equal to
           the Annual Award otherwise payable (if any) for the
           Fiscal Year, prorated to the end of the fiscal month
           in which the Section 9(b)(ii) Event occurs; and

           (2) No Long-Term Award following the Section 9(b)(ii)
           Event.  The Participant shall forfeit any right or
           entitlement to any award with respect to any Long-
           Term Performance Period which has not been completed
           on the date of the Section 9(b)(ii) Event.  Any Long-
           Term Award for a period which ended prior to the
           Section 9(b)(ii) Event shall remain unaffected.

   (c) Termination of Employment.



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       (i) In the event of the termination of employment of the
       Participant not covered by Sections 9(a) or 9(b) above
       which occurs at the end of the term of the Participant's
       then-current written employment agreement (if any) with
       the Company or Subsidiary, or in the event of such a
       termination of a Participant who has no current written
       employment agreement with the Company or Subsidiary, such
       event shall be deemed to be a Section 9(b)(ii) Event, and
       the Participant shall be entitled to an Annual Award (but
       not to a Long-Term Award) as provided in Section
       9(b)(ii).

       (ii) In the event of the termination of employment of the
       Participant not covered by Sections 9(a) or 9(b) above
       before the end of the term of the Participant's then-
       current written employment agreement (if any) with the
       Company or Subsidiary, with the written consent of the
       Company (a "Section 9(c)(ii) Event"), the Participant
       shall be entitled to the following:

           (1) An Annual Award with respect to the Fiscal Year
           in which the Section 9(c)(ii) Event occurs equal to
           the actual award otherwise payable for the Fiscal
           Year (if any); provided, however, that in the event
           that the term of the Participant's then-current
           employment agreement is due to expire during that
           Fiscal Year, then the Annual Award shall be prorated
           to the end of the fiscal month in which such term is
           due to expire; and

           (2) A Long-Term Award with respect to each Long-Term
           Performance Period which includes the Fiscal Year of
           the 9(c)(ii) Event equal to the Long-Term Award
           otherwise payable with respect to each Long-Term
           Performance Period; provided, however, that in the
           event that the term of the Participant's then-current
           employment agreement (if any) with the Company is
           otherwise due to expire during any such period, then
           the Long-Term Award with respect to such period shall
           be prorated to the end of the calendar month in which
           such term is due to expire.

       (iii) In the event of the termination of employment of
       the Participant not otherwise covered by this Section 9
       before the end of the term of the then-current written
       employment agreement (if any) with the Company or
       Subsidiary, without the written consent of the Company,

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       the Participant shall not be entitled to any Annual Award
       or to any Long-Term Award with respect to any Fiscal Year
       or Long-Term Performance Period which has not been
       completed as of the date of such termination of
       employment.  The Participant shall forfeit any right or
       interest in any award for any such Fiscal Year or Long-
       Term Performance Period.  Annual Awards and Long-Term
       Awards with respect to Fiscal Years and Long-Term
       Performance Periods which ended prior to the date of such
       termination of employment shall remain unaffected.

   (d) For purposes of this Section 9, the term "written
consent of the Company" shall refer to an express written consent
of the Company, duly executed by the Company, which, by its own
terms, expressly refers to this Section 9 of the Plan.

    Section 10. Transfers and Changes in Responsibilities.   In
the event that (i) the duties of a Participant change and the
Participant becomes eligible to participate in another bonus plan
of the Company, or (ii) the duties of an employee who is a
participant in another bonus plan of the Company change and the
employee is newly designated by the Committee as a Participant in
this Plan, then the maximum amount that such Participant would be
entitled to receive under the Plan shall be

    (1)  the Annual Award determined in accordance with the
    provisions of the Plan with respect to the entire Fiscal
    Year in which such event occurred; and

    (2)  a Long-Term Award with respect to each Long-Term
    Performance Period which has commenced at the time of the
    event, determined in accordance with the provisions of the
    Plan,

subject, in all events, to the Committee's right to adjust such
awards in accordance with and subject to the restrictions set
forth in Section 6(a), in its absolute discretion, which may be
exercised in such a way that the Committee deems fair and
equitable based on the performance of Participant while
participating in the other bonus plan of the Company.

    Section 11.  Rights of Participants and Beneficiaries.   (a)
Nothing contained in the Plan shall confer upon any Participant
any right to continue in the employ of the Company or constitute
any contract or agreement of employment or interfere in any way
with the right of the Company to terminate or change the
conditions of employment.

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    (b) The Company shall pay all amounts payable hereunder only
to the Participant or his or her personal representatives.  In
the event of the death of a Participant, payments of all amounts
otherwise due to the Participant under the Plan shall be made to
the Participant's beneficiary at the time of death under the
Company Paid Life Plan of The May Department Stores Company or to
such other beneficiary as the Participant shall have designated,
in writing, for purposes of this Plan on a form provided by the
Company.

    (c) Subject to the provisions of Section 11(d), rights to
payments under the Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, levy or charge, and any attempt to do so shall be
void;  nor shall any such amounts be in any manner liable for or
subject to the debts, contracts, liabilities, engagements or
torts of the Participant or his or her beneficiaries.

    (d) Nothing in this Section 11 shall prohibit the personal
representatives of a Participant from designating that any amount
that would otherwise be distributed to the Participant's estate
should be distributed in accordance with the terms of the
Participant's last will and testament or pursuant to the laws of
descent and distribution.

    Section 12.  Unfunded Character of the Plan.   The right of
a Participant to receive any Annual Award or Long-Term Award
hereunder shall be an unsecured claim against the general assets
of the Company.  Nothing in the Plan shall require the Company to
invest any amounts in Stock or in any other medium.

    Section 13.  Changes in Capital Structure.   In the event
that there is any change in the Stock through merger,
consolidation, reorganization, recapitalization, spin-off or
otherwise, or if there shall be any dividend on the Stock,
payable in such Stock, or if there shall be a stock split or
combination of shares, then the fraction provided for in Section
5(b) of the Plan shall be adjusted by the Committee as it deems
desirable, in its absolute discretion, to prevent dilution or
enlargement of the rights of Participants.  The issuance of Stock
for consideration and the issuance of Stock rights shall not be
considered a change in the Company's capital structure.

    Section 14.  Amendment or Termination.   The Committee may,
by resolution, amend or terminate the Plan at any time.  Any
amendment necessary to bring the Plan into compliance with
Section 162(m) of the Code and any regulations thereunder shall

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not require shareowner approval and the effectiveness of such
amendment shall be as of the effective date of the provision in
Section 162(m) of the Code or regulations thereunder giving rise
to the amendment.  However, (i) shareowner approval shall be
sought for any changes to the Plan which would require shareowner
approval under Section 162(m) of the Code and (ii) except as
provided in the preceding sentence, the Committee may not,
without the consent of the Participant, amend or terminate the
Plan in such a manner as to affect adversely any Annual Award or
Long-Term Award which would have been payable, based on the terms
of the Plan immediately prior to any such amendment or
termination, for any Fiscal Year or Long-Term Performance Period
which has already commenced as of the effective date of the
amendment or termination.











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