MAY DEPARTMENT STORES CO
AMENDMENT NO. 1 TO THE FIVE YEAR CREDIT AGREEMENT
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<FILENAME>amend5yr.txt
<DESCRIPTION>AMENDMENT NO. 1 TO THE FIVE YEAR CREDIT AGREEMENT
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                                                   EXECUTION COPY
                      AMENDMENT NO. 1 TO THE
                    FIVE YEAR CREDIT AGREEMENT

                                  Dated as of August 4, 2003

          AMENDMENT NO. 1 TO THE FIVE YEAR CREDIT AGREEMENT
among The May Department Stores Company, a New York corporation
(the "Borrower") , The May Department Stores Company, a
Delaware corporation (the "Guarantor"), the banks, financial
institutions and other institutional lenders parties to the
Credit Agreement referred to below (collectively, the
"Lenders") and Citibank, N.A., as agent (the "Agent") for the
Lenders.

          PRELIMINARY STATEMENTS:

          (1)  The Borrower, the Lenders and the Agent have
entered into a Five Year Credit Agreement dated as of July 31,
2001 (the "Credit Agreement").  Capitalized terms not otherwise
defined in this Amendment have the same meanings as specified
in the Credit Agreement.

          (2)  The Borrower and the Required Lenders have agreed
to amend the Credit Agreement as hereinafter set forth.

          SECTION 1.  Amendments to Credit Agreement.  The
Credit Agreement is, effective as of the date hereof and
subject to the satisfaction of the conditions precedent set
forth in Section 4, hereby amended as follows:

               (a)  The definition of "Defined Debt" in Section 1.01
     is amended in full to read as follows:

                         "Defined Debt" means all Consolidated Debt
               (excluding accounts payable, accrued expenses and
               income taxes payable, in each case to the extent the
               same are set forth as current liabilities in the
               applicable financial statements), plus all Invested
               Amounts (as defined in Section 5.02(a), plus the
               present value of rental payments under operating
               leases, as such present value is disclosed in the
               financial statements provided to the Lenders under
               Section 4.01(e) or Section 5.01(h), as applicable.

               (b)  Section 5.02(a) is amended by renumbering clauses
     (iv) and (v) as clauses (v) and (vi), respectively, and
     adding a new clause (iv) to read as follows:

                         (iv) other Liens, or assignments of the
               right to receive income, arising under an asset
               securitization (including, without limitation, an
               asset securitization in a transaction with a bank-
               sponsored conduit) entered into by one or more
               "Unrestricted Subsidiaries" (as defined below) in an
               aggregate "Invested Amount" not to exceed $700,000,000
               at any time outstanding,

               (c)  Section 5.02(a) is further amended by adding
     after clause (vi) a new sentence to read as follows:

               For purposes of clause (iv) above, "Unrestricted
     Subsidiary" means any Subsidiary created or acquired by the
     Borrower after June 17, 1996 the primary business of which
     consists of financing operations in connection with leasing
     and conditional sales transactions on behalf of the


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     Borrower and its Subsidiaries, and/or purchasing accounts
     receivable and/or making loans secured by accounts
     receivable or inventory, or which is otherwise primarily
     engaged in the business of a finance company and each other
     "Unrestricted Subsidiary" as defined in the Indenture dated
     as of June 17, 1996 among the Borrower, the Guarantor and
     Bank One Trust Company, National Association (successor in
     interest to The First National Bank of Chicago), as
     trustee, as such Indenture may be amended from time to
     time, and "Invested Amount" means the amounts invested by
     investors that are not Affiliates of the Borrower in
     connection with a securitization transaction (including,
     without limitation, an asset securitization in a
     transaction with a bank-sponsored conduit) and paid to the
     Borrower or any of its Subsidiaries, as reduced by the
     aggregate amounts received by such investors and applied to
     reduce such invested amounts.

               (d)  Section 9.02 is amended in full to read as
     follows:

               SECTION 9.02.  Notices, Etc.  (a)  All notices and
     other communications provided for hereunder shall be either
     (x) in writing (including telecopier communication) and
     mailed, telecopied or delivered or (y) electronically, to
     the extent set forth in Section 9.02(b) and in the proviso
     to this Section 9.02(a), if to the Borrower or the
     Guarantor, at their address at 611 Olive, St. Louis,
     Missouri 63101, Attention:  Chief Financial Officer, with
     copies to the Treasurer and Secretary at the same address;
     if to any Initial Lender, at its Domestic Lending Office
     specified opposite its name on Schedule I hereto; if to any
     other Lender, at its Domestic Lending Office specified in
     the Assumption Agreement or the Assignment and Acceptance
     pursuant to which it became a Lender; and if to the Agent,
     at its address at Two Penns Way, New Castle, Delaware
     19720, Attention: Bank Loan Syndications Department; or, as
     to the Borrower or the Agent, at such other address as
     shall be designated by such party in a written notice to
     the other parties and, as to each other party, at such
     other address as shall be designated by such party in a
     written notice to the Borrower and the Agent, provided that
     materials required to be delivered pursuant to Section
     5.01(h)(i), (ii) or (iv) shall be delivered to the Agent as
     specified in Section 9.02(b) or as otherwise specified to
     the Borrower by the Agent.  All such notices and communications
     shall, when mailed, telecopied, or e-mailed, be effective when
     deposited in the mails, telecopied, or confirmed by e-mail,
     respectively, except that notices and communications to the
     Agent pursuant to Article II, III or VIII shall not be
     effective until received by the Agent.  Delivery by telecopier
     of an executed counterpart of any amendment or waiver of any
     provision of this Agreement or the Notes or of any Exhibit
     hereto to be executed and delivered hereunder shall be
     effective as delivery of a manually executed counterpart
     thereof.

               (b)  So long as Citibank or any of its Affiliates is
     the Agent, materials required to be delivered pursuant to
     Section 5.01(h)(i), (ii) and (iv) shall be delivered to the
     Agent in an electronic medium in a format acceptable to the
     Agent and the Lenders by e-mail at
     oploanswebadmin@citigroup.com.  The Borrower agrees that
     the Agent may make such materials (the "Communications")
     available to the Lenders by posting such notices on
     Intralinks, "e-Disclosure", the Agent's internet delivery
     system that is part of Fixed Income Direct, Global Fixed
     Income's primary web portal, or a substantially similar
     electronic system (the "Platform").  The Borrower
     acknowledges that (i) the distribution of material through
     an electronic medium is not necessarily secure and that
     there are confidentiality and other risks associated with
     such distribution, (ii) the Platform is provided "as is"
     and "as available" and (iii) neither the Agent nor any of
     its Affiliates warrants the accuracy, adequacy or
     completeness of the Communications or the Platform and each
     expressly disclaims liability for errors or omissions in
     the Communications or the Platform.  No warranty of any
     kind, express, implied or statutory, including, without
     limitation, any warranty of merchantability, fitness for a
     particular purpose, non-infringement of third party rights
     or freedom from viruses or other code defects, is made by
     the Agent or any of its Affiliates in connection with the
     Platform.



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               (c)  Each Lender agrees that notice to it (as provided
     in the next sentence) (a "Notice") specifying that any
     Communications have been posted to the Platform shall
     constitute effective delivery of such information,
     documents or other materials to such Lender for purposes of
     this Agreement; provided that if requested by any Lender
     the Agent shall deliver a copy of the Communications to
     such Lender by email or telecopier.  Each Lender agrees (i)
     to notify the Agent in writing of such Lender's e-mail
     address to which a Notice may be sent by electronic
     transmission (including by electronic communication) on or
     before the date such Lender becomes a party to this
     Agreement (and from time to time thereafter to ensure that
     the Agent has on record an effective e-mail address for
     such Lender) and (ii) that any Notice may be sent to such
     e-mail address.

               (e)  Section 9.08 is amended by adding to the end
     thereof a new sentence to read as follows:

               Notwithstanding anything herein to the contrary, the
     Borrower, the Guarantor, the Agent, each Lender, Citigroup
     Global Markets Inc. (formerly known as Salomon Smith Barney
     Inc.) and J.P. Morgan Securities Inc. (and each employee,
     representative or other agent of each of the foregoing
     parties) may disclose to any and all Persons, without
     limitation of any kind, the U.S. tax treatment and tax
     structure of the transactions contemplated hereby and all
     materials of any kind (including opinions or other tax
     analyses) that are provided to any of the foregoing parties
     relating to such U.S. tax treatment and tax structure.

               SECTION 2.  Conditions of Effectiveness.  This
Amendment shall become effective as of the date first above
written when, and only when, the Agent shall have received
counterparts of this Amendment executed by the Borrower, the
Guarantor and the Required Lenders or, as to any of the
Lenders, advice satisfactory to the Agent that such Lender has
executed this Amendment.  This Amendment is subject to the
provisions of Section 9.01 of the Credit Agreement.

               SECTION 3.  Representations and Warranties of
the Borrower.  The Borrower represents and warrants as follows:

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

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

                    (c)  No authorization or approval or other
     action by, and no notice to or filing with, any governmental
     authority or regulatory body or any other third party is
     required for the due execution, delivery and performance by
     the Guarantor or the Borrower of this Amendment.



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                    (d)  There is no pending or, to the best of the
     Borrower's or the Guarantor's knowledge, threatened action
     or proceeding to which the Guarantor or any of its
     Subsidiaries is or would be a party before any court,
     governmental agency, or arbitrator, that would, if
     adversely determined, have a Material Adverse Effect.
     Neither the Guarantor nor any of its Subsidiaries is in
     default under any order of any court, arbitrator or
     governmental body, or under any instrument, document or
     agreement binding upon the Guarantor, any of its
     Subsidiaries or any of their respective properties, which
     default (alone or together with all other such defaults)
     would have a Material Adverse Effect.

                    (e)  This Amendment has been duly executed
     and delivered by the Guarantor and the Borrower.  This
     Amendment is the legal, valid and binding obligation of the
     Guarantor and the Borrower.

                    (f)  No Default has occurred and is continuing.

               SECTION 4.  Reference to and Effect on the Credit
Agreement and the Notes.  (a)  On and after the effectiveness
of this Amendment, each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the
Notes to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall
mean and be a reference to the Credit Agreement, as amended by
this Amendment.

               (b)  The Credit Agreement and the Notes, as
specifically amended by this Amendment, are and shall continue
to be in full force and effect and are hereby in all respects
ratified and confirmed.

               (c)  The execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Lender
or the Agent under the Credit Agreement, nor constitute a
waiver of any provision of the Credit Agreement.

               SECTION 5.  Costs and Expenses.  The Borrower
agrees to pay on demand all costs and expenses of the Agent in
connection with the preparation, execution, delivery and
administration, modification and amendment of this Amendment
and the other instruments and documents to be delivered
hereunder (including, without limitation, the reasonable fees
and expenses of counsel for the Agent) in accordance with the
terms of Section 8.04 of the Credit Agreement.

               SECTION 6.  Execution in Counterparts.  This
Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and
all of which taken together shall constitute but one and the
same agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of
this Amendment.

               SECTION 7.  Governing Law.  This Amendment shall
be governed by, and construed in accordance with, the laws of the
State of New York.





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

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

                                   By __________________________
                                      Title:


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

                                   By __________________________
                                      Title:


                                   CITIBANK, N.A.,
                                   as Agent and as a Lender


                                   By __________________________
                                      Title:


                                   THE BANK OF NEW YORK


                                   By __________________________
                                      Title:


                                   BANK ONE, NA


                                   By __________________________
                                      Title:


                                   WACHOVIA BANK, NATIONAL
                                   ASSOCIATION


                                   By __________________________
                                      Title:


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                                   JPMORGAN CHASE BANK


                                   By __________________________
                                      Title:


                                   FLEET NATIONAL BANK


                                   By __________________________
                                      Title:


                                   BNP PARIBAS


                                   By __________________________
                                      Title:


                                   By __________________________
                                      Title:


                                   THE NORTHERN TRUST COMPANY


                                   By __________________________
                                      Title:


                                   FIRSTAR BANK, N.A.


                                   By __________________________
                                      Title:


                                   MIZUHO CORPORATE BANK, LTD.


                                   By __________________________
                                      Title:



                                   MANUFACTURERS AND TRADERS
                                   COMPANY


                                   By __________________________
                                      Title:


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                                   WELLS FARGO BANK


                                   By __________________________
                                      Title:


                                   STANDARD CHARTERED BANK


                                   By __________________________
                                      Title:


                                   FIFTH THIRD BANK


                                   By __________________________
                                      Title:


                                   COMMERCE BANK N.A.


                                   By __________________________
                                      Title:


                                   FIRST BANK


                                   By __________________________
                                      Title:

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