EXHIBIT 10.1 1994 STOCK INCENTIVE PLAN

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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.

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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.

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(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.

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(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

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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 th