EXHIBIT 10.1

1994 STOCK INCENTIVE PLAN
(Amended March 18, 2005)

I. GENERAL

1. PURPOSE. The purpose of the Plan is to aid the Company and its Subsidiaries in attracting, retaining, and motivating management employees.

2. DEFINITIONS. Whenever used herein, the following terms shall have the meanings set forth below:

a. "Board" means the Board of Directors of the Company.

b. "Code" means the Internal Revenue Code of 1986, as amended.

c. "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 "non-employee" directors within the meaning of Rule 16b-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, and who shall be "outside" directors within the meaning of Section 162(m) of the Code.

d. "Company" means The May Department Stores Company, a Delaware corporation.

e. "Disability" means a permanent and total disability which enables the Participant to be eligible for and receive a disability benefit under the Federal Social Security Act.

f. "Fair Market Value" means, as applied to a specific date, the average of the high and low prices of the Stock on the Composite Tape for New York Stock Exchange listed companies as reported in the Wall Street Journal or such other source as the Committee deems reliable, or, if no sale or sales of the Stock occurred on that day, on the last preceding day on which Stock was so traded.

g. "Incentive Stock Option" means an Option granted under the Plan which constitutes and shall be treated as an "incentive stock option" as defined in Section 422 of the Code.

h. "Non-Qualified Stock Option" means an Option granted under the Plan which shall not constitute or be treated as an Incentive Stock Option.

i. "Non-Tandem Stock Appreciation Right" means a Right described in

Part III, Section 3.

j. "Option" means a right or rights to purchase shares of Stock described in Part II.

k. "Option Agreement" means the agreement between the Company and a Participant evidencing the grant of an Option and containing the terms and conditions, not inconsistent with the Plan, that are applicable to such Option.

l. "Participant" means an individual to whom an Option or Right is granted or Restricted Stock Grant is made.

m. "Performance Restricted Stock" means Restricted Stock whose provisions include the restrictions described in Part IV, Section 3(b).

n. "Plan" means the 1994 Stock Incentive Plan of the Company, as amended from time to time.

o. "Related Option" means the Option in relation to which a Tandem Stock Appreciation Right is granted.

p. "Restricted Stock Grant" means a grant described in Part IV.

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

r. "Stock" means the Common Stock of the Company.

s. "Stock Appreciation Right" or "Right" means a right described in Part III which provides for the payment of an amount in cash or Stock in accordance with such terms and conditions as are provided in the Stock Appreciation Right Agreement applicable to such Right; provided however, that in Part III, Section 2, "Right" shall refer only to a "Tandem Stock Appreciation Right" and that in Part III, Section 3, "Right" shall refer only to a "Non-Tandem Stock Appreciation Right".

t. "Stock Appreciation Right Agreement" means the agreement between the Company and a Participant evidencing the grant of a Stock Appreciation Right and containing the terms and conditions, not inconsistent with the Plan, that are applicable to such Right.

u. "Subsidiary" means a subsidiary of the Company or an unincorporated organization controlled, directly or indirectly, by the Company.

v. "Tandem Stock Appreciation Right" means a Right described in Part III, Section 2.

3. ADMINISTRATION. The Plan shall be administered by the Committee. Subject to all applicable provisions of the Plan, the Committee is authorized to approve grants of Options or Rights or the making of Restricted Stock Grants in accordance with the Plan, to construe and interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to the Plan and to make all determinations and take all actions necessary or advisable for the Plan's administration. The Committee shall act by vote or written consent of a majority of its members. Whenever the Plan authorizes or requires the Committee to take any action, make any determination or decision or form any opinion, then any such action, determination, decision or opinion by or of the Committee shall be in the absolute discretion of the Committee.

4. SHARES SUBJECT TO THE PLAN.

(a) Maximum Number of Shares. Stock issued under the Plan shall be treasury shares subject to the following limitations:

(i) Plan Maximum. The maximum number of shares of Stock which may be issued under the Plan after March 21, 2003 is 44,727,304, of which no more than 5,691,749 shares may be issued pursuant to Restricted Stock Grants.

(ii) Participant Maximum. The maximum number of Options and Stock Appreciation Rights which may be granted to any Participant during the term of the Plan is 2,602,853; provided, however, that if a Stock Appreciation Right is issued in substitution for an existing stock option or in tandem with a stock option, then the grant of such a Stock Appreciation Right shall not count against the limit. The maximum number of shares of Stock which may be issued to each Participant free from restrictions pursuant to a grant of Performance Restricted Stock is 100,000 per year.

(b) Expired Options or Rights. If an Option or Right expires, terminates, ceases to be exercisable or is surrendered without having been exercised in full, then the shares relating to the Option or Right shall, unless the Plan has been terminated, again become available under the Plan.

(c) Lapse of Restrictions on Restricted Stock. If any shares of Stock shall be returned to the Company pursuant to the provisions of Sections 2 or 3 of Part IV or in the instruments evidencing the making of Restricted Stock Grants, then such shares shall, unless the Plan has been terminated, again become available under the Plan.

5. PARTICIPANTS. Participants in the Plan shall be determined as follows:

(a) Eligibility. The individuals who are eligible to receive Options, Rights or Restricted Stock Grants hereunder shall be limited to management employees of the Company and its Subsidiaries (including employees who are directors and/or officers).

(b) Determination. From time to time the Committee shall, in its sole discretion, but subject to all of the provisions of the Plan, determine which of those eligible employees shall receive Option(s), Stock Appreciation Right(s) or Restricted Stock Grant(s) under the Plan and the size, terms, conditions and/or restrictions of the Option(s), Right(s) or Restricted Stock Grant(s).

(c) Differing Terms; Effect of Grant. The Committee may approve the grant of Option(s) or Right(s) or the making of Restricted Stock Grant(s) subject to differing terms, conditions and/or restrictions to any eligible employee in any year. The Committee's decision to approve the grant of an Option or Right or the making of a Restricted Stock Grant to an eligible employee in any year shall not require the Committee to approve the grant of an Option or Right or the making of a Restricted Stock Grant to that employee in any other year or to any other employee in any year; nor shall the Committee's decision with respect to the size, terms, conditions and/or restrictions of any Option or Right to be granted to an employee or any Restricted Stock Grant to be made to an employee in any year require the Committee to approve the grant of an Option or Right or the making of a Restricted Stock Grant of the same size or with the same terms, conditions and/or restrictions to that employee in any other year or to any other employee in any year. The Committee shall not be precluded from approving the grant of an Option or Right or the making of a Restricted Stock Grant to any eligible employee solely because such employee may previously have been granted an Option or Right or may previously have received a Restricted Stock Grant.

6. RIGHTS WITH RESPECT TO SHARES OF STOCK. A Participant who has exercised an Option or Right (payable all or in part in Stock) or to whom a Restricted Stock Grant has been made shall have, after a certificate or certificates for the number of shares of Stock granted have been issued in his name, absolute ownership of such shares including the right to vote the same and receive dividends thereon; provided, however that rights with respect to shares issued in connection with a Restricted Stock Grant shall be subject to the terms, conditions and restrictions described in the Plan and in the instrument evidencing the making of the Restricted Stock Grant to such Participant.

7. EMPLOYMENT. In the absence of any specific agreement to the contrary, no grant of an Option or Right or making of a Restricted Stock Grant to a Participant under the Plan shall affect any right of the Company or its Subsidiaries to terminate the Participant's employment at any time.

II. OPTIONS

1. GENERAL. Each employee chosen to receive an Option(s) may be granted an Incentive Stock Option, a Non-Qualified Stock Option or both, subject to the following terms, conditions and restrictions. Each Option granted under the Plan shall be evidenced by an Option Agreement which shall contain such terms and conditions consistent with the Plan as the Committee shall determine; provided, however, that each Option shall satisfy the following requirements and each Incentive Stock Option shall satisfy the requirement of Part II, Section 2:

(a) Option Price. The option price for each share purchased under any Option shall be specified in the Option Agreement and, subject to the provisions of Part V, Section 3, shall not be less than Fair Market Value on the date the Option is granted; provided, however, that in no event shall the option price per share be less than the par value thereof.

(b) Option Period.

(i) General. The period in which an Option may be exercised shall not exceed ten years from the date the Option is granted; provided, however, that the Option may be sooner terminated in accordance with the provisions of this paragraph (b). Subject to the foregoing, the Committee may provide that any Option may be exercised, in whole or in part, at such time or times as the Committee may in its discretion determine.

(ii) Termination of Employment. If the Participant ceases to be an employee of the Company or a Subsidiary for any reason other than Retirement, Disability, or death, all of such Participant's outstanding Options shall immediately terminate.

(iii) Retirement or Disability. If a Participant's employment is terminated by Retirement or Disability, the term of any then outstanding Option held by the Participant shall extend for a period specified by the Committee in the agreement pertaining to such Option, and the number of shares in respect of which the Option may be exercised after the Participant's Retirement or Disability shall be determined by the agreement pertaining to such Option; provided, however, that such agreement shall provide that the Committee may cancel the Participant's Option during such period if the Participant's Retirement was without the consent of the Company, or if the Participant engages during such period of Retirement or Disability in employment or activities contrary, in the opinion of the Committee, to the best interests of the Company.

2. INCENTIVE STOCK OPTIONS. Each Option Agreement evidencing an Incentive Stock Option shall satisfy the requirement that to the extent that the aggregate Fair Market Value of Stock with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under the Plan and all stock option plans of the Company and its Subsidiaries) exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options. For purposes of this Section 2, aggregate Fair Market Value of Stock shall be determined as of the time the Option with respect to such Stock is granted.

3. DEATH. If a Participant's employment is terminated by death at a time when he or she has not fully exercised any then outstanding Option, or if a Participant dies after Retirement or Disability without having fully exercised any then outstanding Option, the beneficiary designated by the Participant (or, in the absence of such designation, the executors or administrators or legatees or distributees of the Participant's estate) shall have the right to exercise such Option in whole or in part during such period following the Participant's death as is set forth in the Option Agreement. The Company shall prescribe the procedures and requirements for beneficiary designations not inconsistent with this provision and has the right to review and approve such designations.

4. NONASSIGNABILITY. Each Option shall not be transferable (other than, upon the death of the Participant, by beneficiary designation, by last will and testament or by the laws of descent and distribution) and shall be exercisable during the Participant's lifetime only by the Participant.

5. PAYMENT FOR STOCK. Full payment in cash or, if the Committee approves, in Stock, for shares purchased shall be made at the time of exercising the Option in whole or in part. No certificates for shares so purchased shall be issued until full payment therefor has been made, and a Participant shall have none of the rights of a shareowner until such certificates are issued to him or her. In addition, if the Committee approves, the Option Agreement may provide that the Participant may elect, on terms set forth in the Option Agreement, to have the Company withhold from the shares of Stock payable to the Participant upon exercise of an Option the number of shares of Stock having a fair market value equal to the amount of any required withholding taxes.

6. USE OF PROCEEDS. The proceeds received by the Company from the sale of Stock pursuant to the exercise of an Option may be used for general corporate purposes.

7. RESTRICTIONS UPON EXERCISE OF OPTION. The exercise of each Option shall be subject to the condition that if at any time the Company shall determine in its discretion that the satisfaction of withholding tax or other withholding liabilities under any state or Federal law, or that the listing, registration or qualification of any shares otherwise deliverable upon such exercise upon any securities exchange or under any state or Federal law, or that the

consent or approval of any regulatory body, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares thereunder, then in any such event such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

8. REPRICING PROHIBITED. There shall be no grant of an Option(s) to a Participant in exchange for a Participant's agreement to cancellation of a higher-priced Option(s) that was previously granted to such Participant.

III. STOCK APPRECIATION RIGHTS

1. GENERAL. Each employee chosen to receive a Stock Appreciation Right(s) may be granted a Tandem Stock Appreciation Right, a Non-Tandem Stock Appreciation Right or both, subject to the following terms, conditions and restrictions and subject to such additional terms, conditions and restrictions as may be determined by the Committee from time to time hereafter; provided however, that no Right shall be subject to additional terms, conditions or restrictions which are more favorable to a Participant than the terms, conditions and restrictions set forth in the Plan.

2. TANDEM STOCK APPRECIATION RIGHTS. Each Tandem Stock Appreciation Right may be granted only with respect to a share(s) of Stock for which an Option(s) has been granted under the Plan, and may be awarded concurrently with the grant of such Option or at any time thereafter while the Option is outstanding. If the Committee so determines, a Tandem Stock Appreciation Right may also be granted with respect to a share(s) of Stock for which an option has been granted and is outstanding under any other plan of the Company. A Stock Appreciation Right shall be evidenced by a Stock Appreciation Right Agreement which shall contain such terms and conditions (which may include limitations as to the time when such Stock Appreciation Right becomes exercisable and when it ceases to be exercisable that are more restrictive than the limitations applicable to the Related Option(s)) not inconsistent with the Plan as the Committee shall determine; provided, however, that each Tandem Stock Appreciation Right shall satisfy the following requirements:

(a) Termination of a Right. If the Related Option is exercised, in whole or in part, then the Right with respect to the shares of Stock purchased pursuant to such exercise (but not with respect to any unpurchased shares of Stock) shall terminate as of the date of the exercise. If an unexercised Right is otherwise exercisable on the date that the Related Option expires, and if the Fair Market Value of the shares of Stock with respect to which such Right was granted, determined as of the date of such expiration, exceeds the Option price of such shares, then, notwithstanding Section 2(b), the Right shall automatically be deemed to have been exercised as of the date of such expiration; otherwise, on the date that the Related Option expires, any outstanding Right related thereto shall be terminated as of the date of such expiration.

(b) Exercise. Tandem Stock Appreciation Rights may be exercised (i) only at such time or times as, and to the extent that, the Related Options shall be exercisable, (ii) only upon surrender of the Related Options with respect to the shares for which the Rights are then being exercised, and (iii) subject to the terms and conditions set forth in the Stock Appreciation Right Agreement; provided that no Tandem Stock Appreciation Right may be exercised prior to the expiration of six (6) months from the date of the grant and can only be exercised during the ten-day period beginning on the third business day following the release of the Company's quarterly or annual statement of sales and earnings.

3. NON-TANDEM STOCK APPRECIATION RIGHTS. Each Non-Tandem Stock Appreciation Right may be granted with respect to a share(s) of Stock or, if the Committee so determines, in exchange for an outstanding Option or an outstanding stock option granted under any other plan of the Company. A Non-Tandem Stock Appreciation Right shall be evidenced by a Stock Appreciation Right Agreement which shall contain such terms and conditions not inconsistent with the Plan as the Committee shall determine; provided, however, that each Non-Tandem Stock Appreciation Right shall satisfy the following requirements:

(a) Termination of a Right. A Non-Tandem Stock Appreciation Right shall terminate as of the earlier of (i) the date of exercise of such Right, to the extent that it is exercised; or (ii) the termination

date

specified in the Stock Appreciation Right Agreement. If an unexercised Right is otherwise exercisable on the date that it expires, and if the Fair Market Value of the shares of Stock with respect to which such Right was granted, determined as of the date of such expiration, exceeds the exercise price of such Right (set forth in the Stock Appreciation Right Agreement), then the Right shall automatically be deemed to have been exercised as of the date of such expiration.

(b) Exercise. Non-Tandem Stock Appreciation Rights may be exercised in accordance with the terms and conditions set forth in the Stock Appreciation Right Agreement; provided that (i) no Non-Tandem Stock Appreciation Right that is payable all or in part in Stock may be exercised prior to the expiration of six (6) months from the date of the grant; (ii) the exercise price of any Non-Tandem Stock Appreciation Right granted in exchange for an outstanding Option or for an outstanding stock option granted under any other plan of the Company shall be the same exercise price as that outstanding Option or option and (iii) the exercise price of any Non-Tandem Stock Appreciation Right not granted in exchange for an outstanding Option or for an outstanding stock option granted under any other plan of the Company shall be the Fair Market Value of the Stock on the date of the grant of the Right(s).

4. PAYMENT.

(a) Amount. Upon the exercise of a Stock Appreciation Right, a Participant shall be entitled to receive the excess of the aggregate Fair Market Value of the shares of Stock with respect to which the Right is being exercised (determined as of the date of such exercise) over (i) the aggregate option price of such shares in the case of Tandem Stock Appreciation Rights; or (ii) the aggregate exercise price (set forth in the Stock Appreciation Right Agreement) in the case of Non-Tandem Stock Appreciation Rights.

(b) Form. Any amount which becomes payable upon exercise of a Stock Appreciation Right under the Plan shall be paid entirely in cash, entirely in Stock or partly in cash and partly in Stock in accordance with such terms and conditions as are provided in the applicable Stock Appreciation Right Agreement; provided, however, that notwithstanding any provision in any Stock Appreciation Right Agreement, the Committee may determine in its sole and absolute judgment that any amount which may become payable upon exercise of a Right shall be paid entirely in cash.

5. TERMINATION OF EMPLOYMENT.

(a) General. If a Participant ceases to be an employee of the Company or of a Subsidiary for any reason other than Retirement, Disability or death, all of such Participant's outstanding Rights shall immediately terminate.

(b) Retirement or Disability. If a Participant's employment is terminated by Retirement or Disability, the Participant's right to exercise all or any portion of any Right after the date of such Retirement or Disability shall be determined by the provisions of the Stock Appreciation Right Agreement; provided, however, that such Agreement shall provide that the Committee may terminate the Participant's Right prior to the date on which the Right is exercised if the Participant's Retirement was without the consent of the Company, or if the Participant engages during such period of Retirement or Disability in employment or activities contrary, in the opinion of the Committee, to the best interests of the Company.

(c) Death. If a Participant's employment is terminated by death at a time when the Participant has not fully exercised any then outstanding Rights, or if a Participant dies after Retirement or Disability without having fully exercised any then outstanding Rights, the beneficiary designated by the Participant (or, in the absence of such designation, the executors or administrators or legatees or distributees of the Participant's estate) shall have the right to exercise such Right in whole or in part during such period following the Participant's death as set forth in the Stock Appreciation Right Agreement. The Company shall prescribe the procedures and requirements for beneficiary designations not inconsistent with this provision and has the right to review and approve such designations.

6. EXPIRATION. If the period in which a Stock Appreciation Right is exercisable expires and the Right has not been exercised, then such Right shall terminate as of the last day on which it was exercisable.

7. NONASSIGNABILITY. Each Right shall not be transferable (other than, upon the death of the Participant, by beneficiary designation, by last will and testament or by the laws of descent and distribution) and shall be exercisable during the Participant's lifetime only by the Participant.

8. RESTRICTIONS UPON EXERCISE OF RIGHTS. The exercise of each Right shall be subject to the condition that if at any time the Company shall determine in its discretion that the satisfaction of withholding tax or other withholding liabilities under any state or Federal law, or that the consent or approval of any regulatory body, is necessary or desirable as a condition of, or in connection with, such exercise, then, in any such event, such exercise shall not be effective unless such withholding, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

IV. RESTRICTED STOCK GRANTS

1. GENERAL. A Restricted Stock Grant made under the Plan shall contain the following terms, conditions and restrictions and such additional terms, conditions and restrictions as may be determined by the Committee from time to time hereafter; provided, however, that no Restricted Stock Grant shall be subject to additional terms, conditions or restrictions which are more favorable to a Participant than the terms, conditions and restrictions set forth in the Plan.

2. RESTRICTIONS. Subject to the provisions of Part IV, Section 3, shares of Stock granted to a Participant pursuant to a Restricted Stock Grant:

(i) shall not be sold, assigned, conveyed, transferred, pledged, hypothecated, or otherwise disposed of, and

(ii) shall be returned to the Company forthwith, and all the rights of the Participant to such shares shall immediately terminate without any payment or consideration by the Company, if the Participant's continuous employment with the Company or any Subsidiary shall terminate for any reason, except as provided in Part IV, Section
4. Such return of such Stock shall be accomplished by the Participant's delivering or causing to be delivered to the Secretary or any Assistant Secretary of the Company the certificate(s) for such shares of Stock, accompanied by such endorsement(s) and/or instrument(s) of transfer as may be required by the Secretary or any Assistant Secretary of the Company.

3. LAPSE OF RESTRICTIONS.

(a) General. Subject to the provisions of Part IV, Sections 3(b) and 4 and of Part V, Section 4, the restrictions set forth in Part IV, Section 2 shall lapse on such date or dates on or after the first anniversary and on or before the tenth anniversary of the date as of which the Restricted Stock Grant is made, as the Committee shall determine at the time of the Restricted Stock Grant.

(b) Performance Restricted Stock. If the Committee has designated the Stock covered by a Restricted Stock Grant as Performance Restricted Stock, then the Committee shall establish, at the time of the grant, the Performance Period, Performance Formula, Performance Measures and Performance Goals (all as defined in the Executive Incentive Compensation Plan for Corporate Executives) that would determine the extent to which restrictions set forth in Part IV,
Section 2 shall lapse on any specified date. No restrictions shall lapse on any Performance Restricted Stock until the Committee certifies, in writing, that the requirements set forth in this Part IV,
Section 3(b) have been satisfied.

(c) Forfeiture. All shares of Stock forfeited under this
Section 3 shall be returned to the Company forthwith, and all the rights of the Participant to such shares shall immediately terminate without any payment or consideration by the Company.

4. TERMINATION OF EMPLOYMENT BY REASON OF DEATH OR DISABILITY. If a Participant who has been in the continuous employment of the Company or of a Subsidiary since the date as of which a Restricted Stock Grant was made to such Participant shall, while in such employment, die or become Disabled and such Participant's death or Disability shall occur more than one year after the date as of which the Restricted Stock Grant was made to such Participant, then the restrictions set forth in Part IV, Section 2 shall lapse as to all shares of Restricted Stock granted to such Participant pursuant to such Restricted Stock Grant on the date of such event. A Participant may file a written designation of beneficiary to receive, in the event of the Participant's death, any shares for which restrictions lapse on the date of death. The Company shall prescribe procedures and requirements for beneficiary designations not inconsistent with this provision and has the right to review and approve such designations.

5. AGREEMENT BY EMPLOYEE REGARDING WITHHOLDING TAXES. Each Participant shall agree that, subject to the provisions of Part IV, Section 6,

(i) no later than the date as of which the restrictions mentioned in Part IV, Section 2 and in the instrument evidencing the making of the Restricted Stock Grant shall lapse, such Participant will pay to the Company in cash, or, if the Committee approves, in Stock, or make other arrangements satisfactory to the Committee regarding payment of, any Federal, state or local taxes of any kind required by law to be withheld with respect to the shares of Stock subject to such Restricted Stock Grant, and

(ii) the Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state or local taxes of any kind required by law to be withheld with respect to the shares of Stock subject to such Restricted Stock Grant.

6. ELECTION TO RECOGNIZE GROSS INCOME IN THE YEAR OF GRANT. If any Participant properly elects, within thirty (30) days of the date of grant, to include in gross income for Federal income tax purposes an amount equal to the fair market value of the shares of Stock granted on the date of grant, such Participant shall pay to the Company, or make arrangements satisfactory to the Committee to pay to the Company in the year of such grant, any Federal, state or local taxes required to be withheld with respect to such shares. If such Participant shall fail to make such payments, the Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the employee any Federal, state or local taxes of any kind required by law to be withheld with respect to such shares.

7. RESTRICTIVE LEGEND; CERTIFICATES MAY BE HELD IN CUSTODY. Each certificate evidencing shares of Stock granted pursuant to a Restricted Stock Grant shall, (i) if issued to any person other than the Company for safekeeping while the restrictions apply, bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock Grant and (ii) if issued to the Company for safekeeping while the restrictions apply, be noted as restricted on the records of the transfer agent. Any attempt to dispose of such shares of Stock in contravention of such terms, conditions and restrictions shall be ineffective. The Committee may adopt rules which provide that the certificates evidencing such shares may be held in custody by a bank or other institution, or that the Company may itself hold such shares in custody, until the restrictions thereon shall have lapsed.

8. RESTRICTIONS UPON MAKING OF RESTRICTED STOCK GRANTS. The listing upon the New York Stock Exchange or the registration or qualification under any Federal or state law of any shares of Stock to be granted pursuant to Restricted Stock Grants (whether to permit the making of Restricted Stock Grants or the resale or other disposition of any such shares of Stock by or on behalf of the employees receiving such shares) may be necessary or desirable as a condition of or in connection with such Restricted Stock Grants and if, in any such event, the Board in its sole discretion so determines, delivery of the certificates for such shares of Stock shall not be made until such listing, registration or qualification shall have been completed. In such connection, the Company agrees that it will use its best effort to effect any such listing, registration or qualification; provided, however, the Company shall not be required to use its best efforts to effect such registration under the Securities Act of 1933 other than on Form S-8, as presently in effect, or such other forms as may be in effect from time to time calling for information comparable to that presently required to be furnished under Form S-8.

9. RESTRICTIONS UPON RESALE OF STOCK. If the shares of Stock that have been granted to a Participant pursuant to the terms of the Plan are not registered under the Securities Act of 1933, as amended, pursuant to an effective registration statement, such Participant, if the Committee shall deem it advisable, may be required to

represent and agree in writing that (i) any shares of Stock acquired by such employee pursuant to the Plan will not be sold except pursuant to an effective registration statement under the Securities Act of 1933, as amended, or pursuant to an exemption from registration under said Act and (ii) such Participant is acquiring such shares of Stock for the Participant's own account and not with a view to the distribution thereof.

V. MISCELLANEOUS

1. EFFECTIVE DATE. The Plan became effective on March 18, 1994, subject to approval by shareowners before March 18, 1995.

2. DURATION OF PLAN. Unless sooner terminated, the Plan shall remain in effect until March 21, 2013. Termination of the Plan shall not affect any Options or Rights previously granted, which Options or Rights shall remain in effect until exercised, surrendered, or cancelled, or until they have expired, all in accordance with their terms. Termination of the Plan shall not affect any Restricted Stock Grants previously made, or Stock previously granted pursuant to a Restricted Stock Grant; the terms, conditions and restrictions applicable to shares issued pursuant to a Restricted Stock Grant shall remain in effect until such terms, conditions and restrictions shall have lapsed all in accordance with their terms.

3. CHANGES IN CAPITAL STRUCTURE. In the event that there is any change in the capital structure of the Company through merger, consolidation, reorganization, recapitalization, spin-off or otherwise, or if there shall be any dividend on the Company's Stock, payable in such Stock, or if there shall be a Stock split or a combination of shares, then:

(i) the number of shares reserved for Options (both in the aggregate and with respect to each Participant) and the number of shares subject to outstanding Options and the price per share of each such Option;

(ii) the number of shares with respect to which Rights may be exercised (both in the aggregate and with respect to each Participant); and

(iii) the number of shares of Stock reserved for Restricted Stock Grants under the Plan shall be proportionately adjusted by the Board as it deems equitable, in its absolute discretion, to prevent dilution or enlargement of the rights of a Participant and any shares issued pursuant to such change in capital structure shall be subject to the same terms, conditions and restrictions as the shares of Stock with respect to which newly issued shares are issued. The issuance of Stock for consideration and the issuance of Stock rights shall not be considered a change in the Company's capital structure. No adjustment provided for in this Section 3 shall require the issuance of any fractional share.

4. CHANGE IN CONTROL. If while unexercised Options, Rights, or Restricted Stock Grants remain outstanding under the Plan:

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

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

of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or

(iii) (A) For grants prior to February 28, 2005, the shareowners of the Company approve a merger or consolidation of the Company with any other Company, other than (1) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (2) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 50% of the combined voting power of the Company's then outstanding securities; and

(B) For grants on or after February 28, 2005, there is consummation of a merger or consolidation of the Company with any other Company, other than (1) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (2) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 50% of the combined voting power of the Company's then outstanding securities; or

(iv) the shareowners of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets,

then (a) from and after the date of the first of the foregoing events to occur, all Options and Rights held by active employees on such date shall be exercisable in full, whether or not otherwise exercisable; and (b) on the date of the first of the foregoing events to occur, the restrictions set forth in Part IV, Section 2 on all outstanding Restricted Stock Grants, including Performance Restricted Stock Grants, shall lapse.

5. AMENDMENT OR TERMINATION. The Board may, by resolution, amend or terminate the Plan at any time; provided, however, that

(i) shareowner approval shall be required for any changes to the Plan which would require shareowner approval under the Delaware General Corporation Law, Rule 16b-3 of the Securities Exchange Act of 1934, as amended, or Section 162(m) of the Code; and

(ii) the Board may not, without the written consent of the Participant, alter, impair or adversely affect any right of such Participant with respect to any Option or Right previously granted or Restricted Stock Grant previously made to such Participant under the Plan except as authorized herein.

Notwithstanding the foregoing, the Board may, by resolution, amend the Plan in any way that it deems necessary or appropriate in order to make income with respect to the Plan deductible for Federal income tax purposes under Section 162(m) of the Code without regard to the foregoing provisos (i) and (ii), and any such amendment shall be effective as of such date as is necessary to make such income under the Plan so deductible.

6. UNFUNDED PLAN. The Plan shall be unfunded. Neither the Company nor the Committee shall be required to segregate any assets that may at any time be represented by Options or Rights under the Plan. Neither the Company nor the Committee shall be deemed to be a trustee of any amounts to be paid under the Plan. Any liability of the Company to any Participant with respect to a right shall be based solely upon any contractual obligations created by the Plan or a Stock Appreciation Right Agreement or Option Agreement; no such obligation shall be deemed to be secured by any pledge or any encumbrance on any property of the Company.

VI. CANCELLATION AND RESCISSION

1. COMPETITION; CONFIDENTIAL INFORMATION; TERMINATION FOR CAUSE

(a) Unless an Option Agreement or a Stock Appreciation Right Agreement (any such agreement being referred to herein as an "Agreement") specifies otherwise, the Committee may

(1) cancel at any time any unexercised Option or Right; or

(2) rescind any exercise of an Option or Right;

if the Participant is not in compliance with all other applicable provisions of the Agreement or the Plan or if, prior to any such exercise or within six months after such exercise, the Participant

(i) engages in a Competing Business, as such term is defined in the Agreement; or

(ii) solicits for employment, hires or offers employment to, or discloses information to or otherwise aids or assists any other person or entity other than the Company in soliciting for employment, hiring or offering employment to, any employee of the Company; or

(iii) takes any action which is intended to harm the Company or its reputation, which the Company reasonably concludes could harm the Company or its reputation or which the Company reasonably concludes could lead to unwanted or unfavorable publicity to the Company;

(iv) discloses to anyone outside the Company, or uses in other than the Company's business, any "confidential information", as such term is defined in the Agreement; or

(v) is terminated by the Company for "cause".

(b) Upon exercise of an Option or Right, the Participant shall certify on a form acceptable to the Committee that the Participant is in compliance with the terms and conditions of the Agreement and the Plan.

(c) The Company shall immediately notify the Participant in writing of any cancellation of any unexercised Option or Right. Following issuance of such notice, the Participant shall have no further rights with respect to such Option or Right.

(d) The Company shall notify the Participant in writing of any rescission of an exercise of an Option or Right within one year after the activity referred to in Part VI, Section 1(a). Within ten days after receiving such a notice from the Company, the Participant shall either (i) pay to the Company the excess of the fair market value of the Stock on the date of exercise of an Option over the exercise price for the Option or the fair market value of the Stock and/or cash distributed to the Participant as a result of the exercise of a Right or (ii) return the Stock received upon the exercise of an Option (in which case the Company will return the exercise price to the Participant) or return the Stock and/or cash distributed upon the exercise of a Right.

(e) The term "cause" shall mean (i) an intentional act of fraud, embezzlement, theft or any other material violation of law in connection with the Participant's duties or in the course of the Participant's employment with the Company; or (ii) intentional damage to assets of the Company; or (iii) intentional disclosure of confidential information of the Company contrary to the policy of the Company; or (iv) breach of the Participant's obligations the Company; or (v) intentional engagement in any competitive activity which would constitute a breach of the Participant's duty of loyalty or of the Participant's obligations under any written contract of employment; or
(vi) intentional breach of any policy of the Company; or (vii) the willful and continued failure by the Participant to substantially perform the Participant's duties with the

Company (other than any such failure resulting from the Participant's incapacity due to physical or mental illness); or (viii) the willful engaging by the Participant in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise.

2. AGREEMENT BY PARTICIPANT REGARDING DEDUCTION. The Participant shall agree and consent to a deduction from any amounts the Company owes to the Participant from time to time (including amounts owed as wages or other compensation, fringe benefits, or vacation pay, as well as any other amounts owed to the Participant by the Company) to the extent of the amounts the Participant owes the Company under this Part VI. Whether or not the Company elects to make any set-off in whole or in part, if the Company does not recover by means of set-off the full amount owned by the Participant, calculated as set forth in this Part VI, then the Participant agrees to pay immediately the unpaid balance to the Company.

EXHIBIT 10.2

DEFERRED COMPENSTION PLAN
(Amended March 18, 2005)

SECTION 1. PURPOSE.

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

SECTION 2. DEFINITIONS.

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 3. METHODS OF PAYMENT.

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

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

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

(iii) Alternative (iii): [reserved]

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

If any Participant shall fail to make an election with respect to any year, he shall be deemed to have elected not to defer any portion of his compensation for such year. Notwithstanding the requirements imposed by this paragraph (a) with respect to the time by which an election must be made, an employee who is designated by the Committee as a Participant for the first time may, within 60 days of such designation, make any election otherwise permitted under this paragraph (a) with respect to the Participant's compensation in respect of employment subsequent to the date on which the election is made.

(b) In connection with all determinations to be made by the Committee as respects Alternative (ii) and, except for the determination of whether payment thereunder is to be made in cash or in Common Stock or in both cash and Common Stock (which determination shall be in the absolute discretion to the Committee), Alternative (iv), the Participant shall be given an opportunity at the time he makes his election of indicating his preferences, which preferences shall be taken into account by the Committee in making its determinations. Except as provided in Section 13 and Section 14 in no event shall payments under Alternative (ii) or (iv) commence prior to the earliest of the Participant's retirement, termination of employment or death (or prior to the occurrence of a severe financial hardship, as provided below).

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

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

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

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

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

Any allocation of Stock Units to a Participant's Stock Unit Account required to be made pursuant to this paragraph (c) shall be made as of the first day of April next following the Fiscal Year in respect of which such compensation was payable or such dividends were paid, as the case may be. The aggregate value of the fraction or fractions remaining after making the applicable calculations referred to in subparagraphs (c)(i), (c)(ii) and (c)(iii) of this Section 3 (based upon the average closing price of Common Stock on the Composite Tape for New York Stock Exchange listed companies as reported in the Wall Street Journal, or such other source as the Committee deems reliable, during the month of February next preceding such month of April), shall not be converted into Stock Units but shall be allocated and added to the amount elected by the Participant to be paid to him under Alternative (ii) above, or, if the Participant shall have made no such election under Alternative (ii), then such remaining amount shall be paid to the Participant as if he had made an election under Alternative
(i) above to be so paid.

(d) Notwithstanding the provisions of Section 3(c) to the contrary, in the event of a recapitalization of May pursuant to which the outstanding shares of Common Stock shall be changed into a greater or smaller number of shares (including, without limitation, a stock split or a stock dividend of 25% or more of the number of outstanding shares of Common Stock), the number of Stock Units credited to a Participant's Stock Unit Account shall be appropriately adjusted as of the effective date of such recapitalization.

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

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

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

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

SECTION 4. LIMITATION OF STOCK UNITS.

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

SECTION 5. DISTRIBUTION FROM THE STOCK UNIT ACCOUNT.

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

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

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

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

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

SECTION 6. DEATH OF PARTICIPANT.

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

SECTION 7. PARTICIPANT'S RIGHT UNSECURED; INVESTMENTS.

The right of a Participant to receive any distribution hereunder shall be an unsecured claim against the general assets of the Corporation. Nothing in this Agreement shall require the Corporation to invest any amount, the payment of which has been deferred under Alternative (iv), in Common Stock or in any other medium.

SECTION 8. ADMINISTRATION OF THE PLAN--COMMITTEE.

(a) The Plan shall be administered by a Committee of not less than three nor more than five persons designated by the Board (which may, but need not, be the compensation committee of the Board), all of whom shall be directors of the Corporation and shall serve at the pleasure of the Board. In no event shall any member of the Committee be a Participant. The Committee shall act by vote or written consent of a majority of its members. The Plan may be amended, modified or terminated by the Board, except that no change may be made without the approval of the Common Shareowners of May (i) in the maximum number of shares or Stock Units deliverable or allocable in respect of any Fiscal Year under the plan or (ii) in the provisions of subparagraphs (c)(i) and (c)(ii) of Section 3 of this Plan relating to the method of determining the number of Stock Units allocable to a Participant.

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

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

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

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

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

SECTION 9. SUCCESSORS.

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

SECTION 10. RESTRICTED STOCK.

With respect to Fiscal Years ending prior to February 1, 1970, Participants were entitled to elect a method of payment in shares of fully paid and non-assessable Common Stock of May ("Restricted Stock"), the transfer of which such shares was restricted. The following terms and conditions shall continue to apply to shares of Restricted Stock:

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

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

(c) There shall be imprinted on each certificate for shares of Restricted Stock delivered to a Participant the appropriate legend setting forth the substance of the restriction. In the event that there becomes issuable to a Participant a substitute certificate or an additional certificate by reason of any corporate reorganization,

recapitalization, stock dividend or like corporate change, any share represented by such substitute certificate or additional certificate shall be subject to the same restriction as the share in respect of which it was issued and the certificate evidencing the same shall be similarly stamped.

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

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

SECTION 11. ALIENATION.

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

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

SECTION 12. WITHHOLDING.

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

SECTION 13. DISCRETIONARY PAYMENT.

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

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

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

(ii) amounts which were otherwise deferred or to be deferred with respect to the Fiscal Year or long-term period in which such payment or distribution occurs shall be paid when otherwise payable (such amounts

which

would otherwise have been payable prior to the date of such payment or distribution shall be paid as soon as practicable thereafter);

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

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

SECTION 14. CHANGE IN CONTROL.

Notwithstanding any other provision in any other Section of this Plan to the contrary,

(i) the value of all amounts deferred by a Participant which have not yet been credited to the Participant's accounts under this Plan and

(ii)the value of all of a Participant's accounts under this Plan shall be paid to such Participant in each case in a lump sum cash payment on the occurrence of a Change in Control of the Corporation or as soon thereafter as practicable, but in no event later than five days after the Change in Control of the Corporation, and

(iii) restrictions on all Restricted Stock, as defined in Section 10 of this Plan shall lapse upon the occurrence of a Change in Control of the Corporation.

The amounts of cash credited to each Participant's accounts prior to determining the amount of cash to be paid from these accounts shall be determined by the Committee (which, for this purpose, shall be comprised of members of the Board prior to the Change in Control of the Corporation) so as to reflect fairly and equitably appropriate interest and dividends since the preceding April 1 and so as to reflect fairly and equitably such other facts and circumstances as the Committee deems appropriate, including, without limitation, recent price of the stock. For purposes of payments under this Section 14, the value of a Stock Unit shall be computed as the greater of (a) the closing price of shares of Common Stock on the Composite Tape for New York Stock Exchange listed companies as reported in the Wall Street Journal, or such other source as the Committee deems reliable, on or nearest the date on which the Change in Control is deemed to occur (or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Stock is highest) or
(b) the highest per share price for shares of Common Stock actually paid in connection with any Change in Control. Notwithstanding the above, if, prior to December 28, 2005, the shareowners of the Corporation have approved an Agreement and Plan of Merger relating to a Change in Control, but the effective time of the Change in Control has not occurred as of that date, then all outstanding balances under the Plan shall be distributed prior to the end of calendar year 2005, with Stock Units being valued for this purpose as if the closing date for the Change in Control had occurred on December 28, 2005.

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

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

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

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

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

EXHIBIT 10.3

EMPLOYMENT AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

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

except as expressly provided herein or in any applicable employee benefit plan or arrangement; and (ii) you (or your legal representative(s)) will be entitled to receive any incentive compensation payable under the terms of the Incentive Plan.

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

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

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

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

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

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

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

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

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

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

(f) If your employment terminates because of your voluntary termination of employment more than nine months after the later of (a) the effective date of this Employment Agreement or (b) the effective date of any future written amendment to the Employment Agreement, then

(i) May will pay you your basic compensation to the earlier of
(i) the date on which you qualify to retire under the terms of May's tax-qualified Retirement Plan or (ii) the end of the period during which your post-termination obligations under Paragraph 5 of the Employment Agreement are in force; and

(ii) you will use your best efforts to obtain other employment consistent with the terms of Paragraph 5 of the Employment Agreement. If you accept other employment that is consistent with the terms of that Paragraph 5, you will promptly notify May of the compensation receivable or which you expect to receive from that employment that is attributable to that entire period. All basic compensation otherwise payable under Paragraph 4(f)(i) of this Employment Agreement will be reduced by the amount of any compensation receivable or which you expect to receive from your subsequent employment.

5. Avoiding Conflict of Interest. (a) At all times while you are employed by May and for [two years - Principals; one year - SVP, EVP; six months - VP level] after your employment terminates you will not directly or indirectly:

(i) own, manage, operate, finance, join, control, advise, consult, render services to; have an interest or future interest in or participate in the ownership, management, operation, financing or control of, or be employed by or connected in any manner with any Competing Business;

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

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

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

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

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

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

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

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

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

(ii) as an integral part of its business, May has expended a great deal of time, money and effort to develop and maintain confidential, proprietary and trade secret information to compete against similar businesses;

this information, if misused or disclosed, could be very harmful to May's business and its competitive position in the marketplace.

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

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

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

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

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

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

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

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

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

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

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

(c) During your employment with May and thereafter, you will (i) notify and provide May immediately with the details of any unauthorized possession, use or knowledge or any of May's Confidential

Information, (ii) assist in preventing any reoccurrence of this possession, use or knowledge, and (iii) cooperate with May in any litigation or other action to protect or retrieve May's Confidential Information.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Date:
     ----------------------------------      -----------------------------------
                                             Executive


                                             THE MAY DEPARTMENT STORES COMPANY


Date:                                        BY:
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                 GRANT       NUMBER OF COMMON       SOCIAL SECURITY
GRANTED TO       DATE            SHARES                 NUMBER
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                                       LAPSE DATE(S)

The Committee under the 1994 Stock Incentive Plan ("1994 Plan") of The May Department Stores Company has approved granting Executive restricted stock on the terms and subject to the conditions set forth in this Agreement.

Therefore, the Company and Executive hereby agree as follows:

1. The Company hereby grants to Executive, in the aggregate, the number of shares of the presently authorized common stock of the Company shown above ("Restricted Stock"), which shall be subject to the restrictions and conditions set forth in the 1994 Plan and in this Agreement.

2. The Company shall hold the certificates for the Restricted Stock in custody until the restrictions thereon shall lapse, at which time the Company shall deliver the certificates for such shares to Executive.

3. The restrictions on the Restricted Stock are that the shares (i) may not be sold, assigned, conveyed, transferred, pledged, hypothecated or otherwise disposed of, and (ii) shall be returned to the Company forthwith, and all of the Executive's rights to such shares shall immediately terminate without any payment or consideration by the Company, if Executive's continuous employment with the Company or any Subsidiary shall terminate for any reason except for Executive's death or Disability, as provided in Section 7 hereof.

4. Executive agrees that, subject to Section 5 of this Agreement, (a) no later than the date(s) as of which the restrictions on the Restricted Stock shall lapse with respect to all or any of the shares of Restricted Stock covered by this Agreement, Executive shall pay to the Company or make other arrangements satisfactory to the Committee regarding payment of any Federal, state or local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock for which the restrictions shall lapse; and (b) the Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Executive any Federal, state or local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock.

Executive may satisfy tax withholding obligations

(1) by paying cash (by (i) cashier's or certified check, (ii) personal check or (iii) wire transfer),

(2) by the Company's withholding a number of the shares of Restricted Stock for which the restrictions lapsed with a fair market value equal to the minimum amount of the withholding taxes (with any fractional share rounded up to the nearest whole share), or

(3) by a combination of shares (up to the minimum amount of the withholding obligation) and cash.

5. If Executive properly elects, within thirty (30) days of the Grant Date shown above, to include in gross income for Federal income tax purposes an amount equal to the fair market value of the shares of Restricted Stock granted on the Grant Date, Executive shall pay to the Company or make other arrangements satisfactory to the Committee to pay to the Company in the year of such grant, any Federal, state or local taxes required to be withheld with respect to such shares. If Executive fails to make such payments, the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Executive any Federal, state or local taxes of any kind required by law to be withheld with respect to such shares.

The May Department Stores Company has caused this agreement to be executed in its corporate name and Executive has executed the same in evidence of the Executive's acceptance hereof upon the terms and conditions herein set forth as of the Grant Date shown above.

THE MAY DEPARTMENT STORES COMPANY

6. The restrictions on the Restricted Stock shall lapse on the date(s) and with respect to the corresponding number of shares shown on the previous page, subject to all the other terms and conditions of this agreement.

7. Notwithstanding the foregoing, if (i) Executive ceases to be an employee of the Company or of a subsidiary thereof by reason of Disability or death, (ii) Executive has been in the continuous employment of the Company or of a Subsidiary from the Grant Date shown above through the date of such event, and
(iii) such Disability or death occurs more than one year after the Grant Date, then the restrictions shall lapse as to all shares of Restricted Stock on the date of Executive's Disability or death.

8. If there is (i) any change in the capital structure of the Company through merger, consolidation, reorganization, recapitalization, spin-off or otherwise, (ii) any dividend on the Restricted Stock, payable in common stock of the Company, or (iii) a stock split, or a combination of shares, a consolidation or merger, the Board shall make appropriate adjustments in the number of shares relating to Restricted Stock.

9. If (a) one of the events described in Section 4 of Part V of the 1994 Plan occurs and (b) Executive is actively employed on the date of such event, then from and after such date, the restrictions on all Restricted Stock covered by this Agreement shall immediately lapse.

10. Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company or subsidiary to terminate the Executive's employment at any time, in the absence of a specific agreement to the contrary.

11. So long as this Agreement shall remain in effect, the Company will furnish to Executive, as and when available, a copy of each prospectus issued with respect to the shares of stock covered hereby, and also copies of all material hereafter distributed by the Company to its shareowners.

12. This Agreement shall be governed by the laws of the State of Delaware. It may not be modified except in writing signed by both parties.

13. Executive acknowledges that Executive has received a copy of the 1994 Incentive Stock Plan, as such Plan is in effect on the date of this Agreement, has read and understands the terms of the 1994 Plan and of this Agreement, and agrees to all of the terms and conditions provided for in the 1994 Plan and in this Agreement.

14. Except as otherwise provided herein, or unless the context clearly indicates otherwise, capitalized terms herein which are defined in the 1994 Plan have the same definitions as provided in the 1994 Plan.

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                 GRANT       NUMBER OF COMMON       SOCIAL SECURITY
GRANTED TO       DATE            SHARES                 NUMBER
----------       ----        ----------------       ---------------


                                       LAPSE DATE(S)

The Committee under the 1994 Stock Incentive Plan ("1994 Plan") of The May Department Stores Company has approved granting Executive performance restricted stock on the terms and subject to the conditions set forth in this Agreement.

Therefore, the Company and Executive hereby agree as follows:

1. The Company hereby grants to Executive, in the aggregate, the number of shares of the presently authorized common stock of the Company shown above ("Restricted Stock"), which shall be subject to the restrictions and conditions set forth in the 1994 Plan and in this Agreement.

2. The Company shall hold the certificates for the Restricted Stock in custody until the restrictions thereon shall lapse. Upon receipt of written certification from the Committee that the restrictions on shares of Restricted Stock have lapsed, the Company shall deliver the certificates for such shares to Executive.

3. The restrictions on Restricted Stock are that the shares (i) may not be sold, assigned, conveyed, transferred, pledged, hypothecated or otherwise disposed of, and (ii) shall be returned to the Company forthwith, and all of the Executive's rights to such shares shall immediately terminate without any payment or consideration by the Company, if Executive's continuous employment with the Company or any Subsidiary shall terminate for any reason except for Executive's death or Disability, as provided in Section 7 hereof.

4. Executive agrees that, subject to Section 5 of this Agreement, (a) no later than the date(s) as of which the restrictions on the Restricted Stock shall lapse with respect to all or any of the shares of Restricted Stock covered by this Agreement, Executive shall pay to the Company or make other arrangements satisfactory to the Committee regarding payment of any Federal, state or local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock for which the restrictions shall lapse; and (b) the Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Executive any Federal, state or local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock.

Executive may satisfy tax withholding obligations

(1) by paying cash (by (i) cashier's or certified check, (ii) personal check or (iii) wire transfer),

(2) by the Company's withholding a number of the shares of Restricted Stock for which the restrictions lapsed with a fair market value equal to the minimum amount of the withholding taxes (with any fractional share rounded up to the nearest whole share), or

(3) by a combination of shares (up to the minimum amount of the withholding obligation) and cash.

5. If Executive properly elects, within thirty (30) days of the Grant Date shown above, to include in gross income for Federal income tax purposes an amount equal to the fair market value of the shares of Restricted Stock granted on the Grant Date, Executive shall pay to the Company or make other arrangements satisfactory to the Committee to pay to the Company in the year of such grant, any Federal, state or local taxes required to be withheld with respect to such shares. If Executive fails to make such payments, the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Executive any Federal, state or local taxes of any kind required by law to be withheld with respect to such shares.

The May Department Stores Company has caused this agreement to be executed in its corporate name and Executive has executed the same in evidence of the Executive's acceptance hereof upon the terms and conditions herein set forth as of the Grant Date shown above.

THE MAY DEPARTMENT STORES COMPANY

6. The Restrictions on the Restricted Stock shall lapse on the date(s) and with respect to the corresponding number of shares shown on the previous page, subject to all the other terms and conditions of this agreement, and the following:

(i) if Executive's operating company meets or exceeds Executive's Maximum Earnings Objective under the bonus plan applicable to Executive (the "Bonus Plan") for the most recently ended Fiscal Year (as defined in the Bonus Plan), then the restrictions that would otherwise lapse on such date shall lapse as to 100% of the shares of Restricted Stock;

(ii) if Executive's operating company meets or exceeds Executive's Target Earnings Objective but does not meet or exceed the Maximum Earnings Objective under the Bonus Plan for the most recently ended Fiscal Year, then the restrictions on the shares of Restricted Stock that would otherwise lapse on such date shall lapse as to 67% of such shares (for performance that falls between the Target Earnings Objective and the Maximum Earnings Objective, the percentage of shares of Restricted Stock on which restrictions will lapse shall be prorated);

(iii) if Executive's operating company meets or exceeds Executive's Threshold Earnings Objective but does not meet or exceed the Target Earnings Objective under the Bonus Plan for the most recently ended Fiscal Year, then the restrictions on the shares of Restricted Stock that would otherwise lapse on such date shall lapse as to 33% of such shares (for performance that falls between the Threshold Earnings Objective and the Target Earnings Objective, the percentage of shares of Restricted Stock on which restrictions will lapse shall be prorated); and

(iv) if Executive's operating company does not meet or exceed Executive's Threshold Earnings Objective under the Bonus Plan for the most recently ended Fiscal Year, then 100% of the shares of such Restricted Stock shall immediately forfeit to the Company. All rights of Executive to any shares forfeited shall immediately terminate without any payment or consideration by the Company.

Notwithstanding the above, the Company may, in its sole and absolute discretion, adjust the number of shares of Restricted Stock with respect to which restrictions will lapse on such date upwards (up to 100% of those shares with respect to which restrictions would otherwise lapse) and downwards (down to 0% of those shares with respect to which restrictions would otherwise lapse).

If, prior to a date on which restrictions are scheduled to lapse, Executive is transferred to another operating company or subsidiary of the Company and Executive's bonus under the Bonus Plan for the most recently ended Fiscal Year is prorated in accordance with the terms of the Bonus Plan, then, in such event, the percentage of Restricted Stock on which restrictions shall lapse on such date shall be similarly prorated. This Section 6 operates independently of any agreement Executive may have with respect to bonuses under the Bonus Plan.

7. Notwithstanding the foregoing, if (i) Executive ceases to be an employee of the Company or of a subsidiary thereof by reason of Disability or death, (ii) Executive has been in the continuous employment of the Company or of a Subsidiary from the Grant Date shown above through the date of such event, and
(iii) such Disability or death occurs more than one year after the Grant Date, then the restrictions shall lapse as to all shares of Restricted Stock on the date of Executive's Disability or death.

8. If there is (i) any change in the capital structure of the Company through merger, consolidation, reorganization, recapitalization, spin-off or otherwise, (ii) any dividend on the Restricted Stock, payable in common stock of the Company, or (iii) a stock split, or a combination of shares, a consolidation or merger, the Board shall make appropriate adjustments in the number of shares relating to Restricted Stock.

9. If (a) one of the events described in Section 4 of Part V of the 1994 Plan occurs and (b) Executive is actively employed on the date of such event, then from and after such date, the restrictions on all Restricted Stock covered by this Agreement shall immediately lapse.

10. Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company or subsidiary to terminate the Executive's employment at any time, in the absence of a specific agreement to the contrary.

11. So long as this Agreement shall remain in effect, the Company will furnish to Executive, as and when available, a copy of each prospectus issued with respect to the shares of stock covered hereby, and also copies of all material hereafter distributed by the Company to its shareowners.

12. This Agreement shall be governed by the laws of the State of Delaware. It may not be modified except in writing signed by both parties.

13. Executive acknowledges that Executive has received a copy of the 1994 Incentive Stock Plan, as such Plan is in effect on the date of this Agreement, has read and understands the terms of the 1994 Plan and of this Agreement, and agrees to all of the terms and conditions provided for in the 1994 Plan and in this Agreement.

14. Except as otherwise provided herein, or unless the context clearly indicates otherwise, capitalized terms herein which are defined in the 1994 Plan have the same definitions as provided in the 1994 Plan.

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                 GRANT       NUMBER OF COMMON       SOCIAL SECURITY
GRANTED TO       DATE            SHARES                 NUMBER
----------       ----        ----------------       ---------------


                                       LAPSE DATE(S)

The Committee under the 1994 Stock Incentive Plan ("1994 Plan") of The May Department Stores Company has approved granting Executive performance restricted stock on the terms and subject to the conditions set forth in this Agreement.

Therefore, the Company and Executive hereby agree as follows:

1. The Company hereby grants to Executive, in the aggregate, the number of shares of the presently authorized common stock of the Company shown above ("Restricted Stock"), which shall be subject to the restrictions and conditions set forth in the 1994 Plan and in this Agreement.

2. The Company shall hold the certificates for the Restricted Stock in custody until the restrictions thereon shall lapse. Upon receipt of written certification from the Committee that the restrictions on shares of Restricted Stock have lapsed, the Company shall deliver the certificates for such shares to Executive.

3. The restrictions on Restricted Stock are that the shares (i) may not be sold, assigned, conveyed, transferred, pledged, hypothecated or otherwise disposed of, and (ii) shall be returned to the Company forthwith, and all of the Executive's rights to such shares shall immediately terminate without any payment or consideration by the Company, if Executive's continuous employment with the Company or any Subsidiary shall terminate for any reason except for Executive's death or Disability, as provided in Section 7 hereof.

4. Executive agrees that, subject to Section 5 of this Agreement, (a) no later than the date(s) as of which the restrictions on the Restricted Stock shall lapse with respect to all or any of the shares of Restricted Stock covered by this Agreement, Executive shall pay to the Company or make other arrangements satisfactory to the Committee regarding payment of any Federal, state or local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock for which the restrictions shall lapse; and (b) the Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Executive any Federal, state or local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock.

Executive may satisfy tax withholding obligations

(1) by paying cash (by (i) cashier's or certified check, (ii) personal check or (iii) wire transfer),

(2) by the Company's withholding a number of the shares of Restricted Stock for which the restrictions lapsed with a fair market value equal to the minimum amount of the withholding taxes (with any fractional share rounded up to the nearest whole share), or

(3) by a combination of shares (up to the minimum amount of the withholding obligation) and cash.

5. If Executive properly elects, within thirty (30) days of the Grant Date shown above, to include in gross income for Federal income tax purposes an amount equal to the fair market value of the shares of Restricted Stock granted on the Grant Date, Executive shall pay to the Company or make other arrangements satisfactory to the Committee to pay to the Company in the year of such grant, any Federal, state or local taxes required to be withheld with respect to such shares. If Executive fails to make such payments, the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Executive any Federal, state or local taxes of any kind required by law to be withheld with respect to such shares.

The May Department Stores Company has caused this agreement to be executed in its corporate name and Executive has executed the same in evidence of the Executive's acceptance hereof upon the terms and conditions herein set forth as of the Grant Date shown above.

THE MAY DEPARTMENT STORES COMPANY

6. The Restrictions on the Restricted Stock shall lapse on the date(s) and with respect to the corresponding number of shares shown on the previous page, subject to all the other terms and conditions of this agreement, and the following:

(I) if Executive's operating company meets or exceeds Executive's Annual Earnings Objective under the bonus program applicable to Executive (the "Bonus Plan") for the most recently ended fiscal year (as defined in the Bonus Plan), then the restrictions that would otherwise lapse on such date shall lapse as 100% of the shares of Restricted Stock;

(ii) if Executive's operating company achieves 90% of Executive's Annual Earnings Objective but does not achieve 100% for the most recently ended fiscal year, then the restrictions on the shares of Restricted Stock that would otherwise lapse on such date shall lapse as to 67% of such shares (for achievement between 90% and 100% of the Annual Earnings Objective, the percentage of shares of Restricted Stock on which restrictions will lapse will be prorated);

(iii) if Executive's operating company achieves 80% of Executive's Annual Earnings Objective but does not achieve 90% for the most recently ended fiscal year, then the restrictions on the shares of Restricted Stock that would otherwise lapse on such date shall lapse as to 33% of such shares (for achievement between 80% and 90% of the Annual Earnings Objective, the percentage of shares of Restricted Stock on which restrictions will lapse will be prorated);

(ii) if Executive's operating company fails to achieve 80% of Executive's Annual Earnings Objective for the most recently ended fiscal year, then 100% of the shares of such Restricted Stock shall immediately forfeit to the Company. All rights of Executive to any shares forfeited shall immediately terminate without any payment or consideration by the Company.

Notwithstanding the above, the Company may, in its sole and absolute discretion, adjust the number of shares of Restricted Stock with respect to which restrictions will lapse on such date upwards (up to 100% of those shares with respect to which restrictions would otherwise lapse) and downwards (down to 0% of those shares with respect to which restrictions would otherwise lapse).

If, prior to a date on which restrictions are scheduled to lapse, Executive is transferred to another operating company or subsidiary of the Company and Executive's bonus under the Bonus Plan for the most recently ended fiscal year is prorated in accordance with the terms of the Bonus Plan, then, in such event, the percentage of Restricted Stock on which restrictions shall lapse on such date shall be similarly prorated. Thereafter, the percentage of Restricted Stock on which restrictions shall lapse for any release date that occurs after the close of the fiscal year following such transfer shall be calculated based on whether the new operating company or subsidiary has achieved Maximum, Target or Threshold Earnings Objectives for the most recently ended fiscal year under the bonus plan that applies to Executive in his or her new position. This Section 6 operates independently of any agreement Executive may have with respect to bonuses under the Bonus Plan.

7. Notwithstanding the foregoing, if (i) Executive ceases to be an employee of the Company or of a subsidiary thereof by reason of Disability or death, (ii) Executive has been in the continuous employment of the Company or of a Subsidiary from the Grant Date shown above through the date of such event, and
(iii) such Disability or death occurs more than one year after the Grant Date, then the restrictions shall lapse as to all shares of Restricted Stock on the date of Executive's Disability or death.

8. If there is (i) any change in the capital structure of the Company through merger, consolidation, reorganization, recapitalization, spin-off or otherwise, (ii) any dividend on the Restricted Stock, payable in common stock of the Company, or (iii) a stock split, or a combination of shares, a consolidation or merger, the Board shall make appropriate adjustments in the number of shares relating to Restricted Stock.

9. If (a) one of the events described in Section 4 of Part V of the 1994 Plan occurs and (b) Executive is actively employed on the date of such event, then from and after such date, the restrictions on all Restricted Stock covered by this Agreement shall immediately lapse.

10. Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company or subsidiary to terminate the Executive's employment at any time, in the absence of a specific agreement to the contrary.

11. So long as this Agreement shall remain in effect, the Company will furnish to Executive, as and when available, a copy of each prospectus issued with respect to the shares of stock covered hereby, and also copies of all material hereafter distributed by the Company to its shareowners.

12. This Agreement shall be governed by the laws of the State of Delaware. It may not be modified except in writing signed by both parties.

13. Executive acknowledges that Executive has received a copy of the 1994 Incentive Stock Plan, as such Plan is in effect on the date of this Agreement, has read and understands the terms of the 1994 Plan and of this Agreement, and agrees to all of the terms and conditions provided for in the 1994 Plan and in this Agreement.

14. Except as otherwise provided herein, or unless the context clearly indicates otherwise, capitalized terms herein which are defined in the 1994 Plan have the same definitions as provided in the 1994 Plan.

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                   AWARD          NUMBER OF      OPTION PRICE    SOCIAL SECURITY
AWARDED TO         DATE         COMMON SHARES      PER SHARE         NUMBER
----------         ----         -------------    ------------    ---------------

              EXPIRATION DATE            VESTING SCHEDULE

The Committee under the 1994 Stock Incentive Plan ("1994 Plan") of The May Department Stores Company (the "Company") has approved awarding Executive non-qualified options (referred to in this agreement as "options") to purchase shares of stock of the Company ("Stock") on the terms and subject to the conditions set forth in this agreement.

Therefore, the Company and Executive hereby agree as follows:

1. The Company hereby awards to Executive options to purchase, in the aggregate, the number of shares of the presently authorized Stock of the Company shown above, at the option price shown above. Subject to all other terms and conditions in this agreement, the options shall be irrevocable.

2. Subject to all the other terms and conditions in this agreement, the options may be exercised by Executive on and after the dates and for the corresponding number of shares shown in the vesting schedule above; provided, however, that the options may be exercised only on or before the expiration date shown above.

3. Executive may exercise options on and after the appropriate vesting dates (and before a date or event of termination or cancellation) in whole at any time, or in part from time to time, in blocks at least equal to the lesser of one hundred (100) shares or the total number of shares which are then exercisable. Executive shall give the Company(i) a written notice to exercise such options in whole or in a specified part, which certifies that Executive is in compliance with the terms and conditions of this agreement and Section 1 of Part VI of the 1994 Plan and (ii) full payment for the shares then being purchased ("Payment"). Payment may be made by (a) a cashier's or certified check payable to the order of the Company, (b) a wire transfer to the Company's account listed on the notice of exercise, (c) delivery of certificates representing shares of Stock owned by Executive for at least six months, on such terms as the Company shall establish from time to time, or (d) by such other means as the Company may from time to time authorize. Options will be considered exercised on the earliest of (x) the date that the notice of exercise of options and Payment are received in the office of the Treasurer of the Company at the Company's principal offices, 611 Olive Street, St. Louis, Missouri 63101, or at such other location as may be established in accordance with Section G on the other side of this agreement, (y) if the notice of exercise and Payment are sent to that office via independent courier service, the date the courier service shows that it received them, or (z) if the notice of exercise and Payment are mailed to that office in the United States mail in one envelope on which the United States Post Office has stamped its postmark, the date of that postmark.

4. The terms and conditions on the other side of this agreement are a part of this agreement.

The May Department Stores Company has caused this agreement to be executed in its corporate name and Executive has executed the same in evidence of the Executive's acceptance hereof upon the terms and conditions herein set forth as of the award date shown above.

THE MAY DEPARTMENT STORES COMPANY

A. (i) In no event may any option be exercised after the tenth anniversary of the award date shown on the face of this agreement, and any option may be sooner terminated in accordance with the provisions of the 1994 Plan and of this Section A.

(ii) If Executive ceases to be an employee of the Company or of a subsidiary thereof, for any reason other than Retirement or Disability or death, then all of the outstanding options shall immediately terminate. Executive's employment shall not be deemed to have ceased solely by reason of a leave of absence (a) during the first 90 consecutive days of a paid military, sick, family or other bona fide paid leave of absence or (b) if Executive has a right of reinstatement expressly guaranteed by either statute, contract, or company or subsidiary policy. In the event of such a leave of absence, the number of shares for which options may be exercised during the periods described in clauses (a) and (b) of the foregoing sentence shall be the number of shares for which options were exercisable as of the date that the leave of absence began, subject to the other terms and conditions of this Section A.

(iii) If Executive Retires or becomes Disabled, the term of any then outstanding options shall extend for a period ending on the earliest of (a) the date upon which the options would otherwise expire, (b) three years after such Retirement (for a reason other than Disability) or (c) twelve months after such Disability. In that event, the number of shares for which options may be exercised after that Retirement or Disability shall be the number of shares for which options were exercisable as of the date of that Retirement or Disability, subject to the other terms and conditions of this Section A. Options which were not exercisable as of the date of that Retirement or Disability will no longer be deemed to be outstanding thereafter.

(iv) (a) If Executive dies while in the employment of the Company or a subsidiary thereof without having fully exercised any then outstanding option, the beneficiary designated by Executive (or, in the absence of such designation, the executors or administrators or legatees or distributees of Executive's estate) shall have the right to exercise such option, in whole or in part during the period ending on the earlier of (1) the date upon which the options would otherwise expire or (2) three years after the date of death. In that event, the number of shares for which options may be exercised after such death shall be the number of shares for which options were outstanding on the date of death (whether or not the options were already exercisable on the date of death).

(b) If Executive dies during any period following Executive's Retirement or Disability, without having fully exercised any then outstanding option, the beneficiary designated by Executive (or, in the absence of such designation, the executors or administrators or legatees or distributees of Executive's estate) shall have the right to exercise such option, in whole or in part during the period ending on the earlier of (1) the date upon which the options would otherwise expire or (2) three years after the date of death. In that event, the number of shares for which options may be exercised after such death shall be the number of shares for which options were exercisable as of the date of the Retirement or Disability and remain outstanding on the date of Executive's death.

(v) The provisions of paragraph 3 and the foregoing paragraphs (i) through (iv) of this Section A are subject to the provision that the Committee may cancel all unexercised options hereunder at any time if the Retirement of the Executive was without the consent of the Company or the Executive, engages in employment or activities contrary, in the opinion of the Committee, to the best interests of the Company. In addition, the Committee may cancel all unexercised options, and may rescind any exercise of options, if, prior to any such exercise or within six months of such exercise, one of the events described in Section 1 of Part VI of the 1994 Plan occurs. Within 10 days after receiving notice that the Committee has rescinded the exercise of an option, Executive shall either (i) pay to the Company the excess of the fair market value of the Stock on the date of exercise of the option over the exercise price for the option or (ii) return to the Company the Stock received upon the exercise. The Company may deduct from any amounts the Company owes to the Executive from time to time the amounts Executive owes the Company pursuant to such rescission. Notwithstanding any other terms in this agreement, nothing in this Section A or elsewhere in this agreement shall be deemed or construed as extending the ten-year period described in Section A(i).

For purposes of this Section A, a "Competing Business" shall mean (i) any retail department store, specialty store or other retail business which sells goods or merchandise of the types sold in the Company's stores at retail to consumers or any group of such stores or businesses or any other business which competes (for customers, for suppliers, for employees or for any other resource) against the Company or any of the Company's subsidiaries, divisions or stores (in the United States or in any other country in which the Company or any subsidiary of the Company operates a store or stores at the time), which store, group of stores or business had annual gross sales volume or revenues (including sales in leased departments) in the prior fiscal year of more than $25 million or is reasonably expected to have such sales or revenues in either of the current fiscal year or the next following fiscal year of more than $25 million; or (ii) any business which provides buying office services to any store or group of stores or businesses referred to above; or (iii) any business (in the United States or in any other country in which the Company or any subsidiary of the Company operates a store or stores at the time) in which Executive's functions would be substantially similar to Executive's functions with the Company and which is in material competition with the Company or any subsidiary or division of the Company.

"Confidential information" shall mean all non-public information pertaining to the Company's business, including not only information disclosed by the Company to Executive, but also information developed or learned by Executive during the course of or as a result of employment with the Company. The Company's confidential information includes, without limitation, information and documents concerning the Company's processes; suppliers (including terms, conditions and other business arrangements with suppliers); supplier and customer lists; advertising and marketing plans and strategies;

profit margins; seasonal plans, goals, objectives and projections; compilations, analyses and projections regarding the Company's divisions, stores, product segments, product lines, suppliers, sales and expenses; files; trade secrets and patent applications (prior to their being public); salary, staffing and employment information (including information about performance of other executives); and "know-how," techniques or any technical information not of a published nature relating, for example, to how the Company conducts its business.

(vi) If (a) one of the events described in Section 4 of Part V of the 1994 Plan occurs and (b) Executive is actively employed on the date of such event, then from and after such date all options outstanding under this agreement shall be exercisable in full without regard to the provisions of
Section 2 of this agreement.

B. Promptly following each exercise of an option, shares shall be delivered to the Executive by the Company, subject to the provisions of Section D.

C. Each option is personal to Executive, is not transferable by Executive (other than, upon the death of Executive, by beneficiary designation, by last will and testament or by laws of descent and distribution) and, during Executive's lifetime, is exercisable only by Executive.

D. The exercise of each option shall be subject to the condition that if at any time the Company shall determine in its discretion that the satisfaction of withholding tax or other withholding liabilities under any state or Federal law ("Withholding Obligation"), or that the listing, registration or qualification of any shares otherwise deliverable upon such exercise upon any securities exchange or under any state or Federal law, or the consent or approval of any regulatory body, is necessary or desirable as a condition of, or in connection with, the exercise or the delivery or purchase of shares hereunder, then in any of those events, the exercise shall not be effective unless that withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. Executive shall pay any Withholding Obligation to the Company at the time of the option exercise by such mode of payment as the Company may from time to time authorize, which may include payment by (i) cashier's or certified check, (ii) personal check, (iii) wire transfer or (iv) the withholding of a number of the shares of Stock payable to Executive in connection with the option exercise with a fair market value equal to the Withholding Obligation (with any fractional share rounded up to the nearest whole share).

E. If there is (i) any change in the capital structure of the Company through merger, consolidation, reorganization, recapitalization, spin off or otherwise, (ii) any dividend on the Stock, payable in such Stock, or (iii) a stock split, or a combination of shares, a consolidation or merger, the Board shall make appropriate adjustments in the number and price of shares relating to options under this agreement.

F. Nothing in this agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company or subsidiary to terminate the Executive's employment at any time, in the absence of a specific agreement to the contrary.

G. Any notice to be given under this agreement by Executive shall be sent by mail addressed to the Company for the attention of the Treasurer at its principal offices, 611 Olive Street, St. Louis, Missouri 63101, and any notice by the Company to Executive shall be sent by mail addressed to the Executive at the address shown on the face of this agreement, or, if an address is not available, to Executive at Executive's store company or division. Either party may, by notice given to the other in accordance with the provisions of this Section, change the address to which subsequent notices shall be sent.

H. This agreement shall be governed by the laws of the State of Delaware. It may not be modified except in writing signed by both parties.

I. Executive acknowledges that Executive has received a copy of the 1994 Incentive Stock Plan, as such Plan is in effect on the date of this Agreement, has read and understands the terms of the 1994 Plan and of this Agreement, and agrees to all of the terms and conditions provided for in the 1994 Plan and in this Agreement.

J. So long as this agreement shall remain in effect, the Company will furnish to Executive, as and when available, a copy of each prospectus issued with respect to the shares of stock covered hereby, and also copies of all material hereafter distributed by the Company to its shareowners.

K. Except as otherwise provided herein, or unless the context clearly indicates otherwise, capitalized terms herein which are defined in the 1994 Plan have the same definitions as provided in the 1994 Plan.