RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                       THE MAY DEPARTMENT STORES COMPANY
 
 
     The undersigned, Richard A. Brickson, certifies that he is the Secretary
of The May Department Stores Company, a corporation organized under the laws
of the State of Delaware (the "Corporation"), and does hereby further certify
as follows:
 
     1.     The name of the Corporation is The May Department Stores Company.
            The Corporation was originally incorporated under the name May
            Properties 1976, Inc.
 
     2.     The original Certificate of Incorporation of the Corporation was
            filed in the Office of the Secretary of State of the State of
            Delaware on May 21, 1976 and was amended on May 20, 1996, May 21,
            1999 and July 13, 2005, respectively.
 
     3.     The Restated Certificate of Incorporation was duly adopted by the
            Board of Directors without a vote of the shareowners in
            accordance with Section 245 of the General Corporation Law of the
            State of Delaware.
 
     4.     The Restated Certificate of Incorporation only restates and
            integrates and does not further amend the provisions of the
            Corporation's Certificate of Incorporation as heretofore amended
            or supplemented, and there is no discrepancy between those
            provisions and the provisions of the Restated Certificate of
            Incorporation.
 
     5.     The text of the Certificate of Incorporation of the Corporation
            is hereby restated to read in its entirety as follows:
 
                                    FIRST.
 
     The name of the Corporation shall be
 
                        THE MAY DEPARTMENT STORES COMPANY.
 
                                   SECOND.
 
     The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle. The
name of the Corporation's registered agent at such address is The Corporation
Trust Company.
 
                                    THIRD.
 
     The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware (the "GCL").
 
                                   FOURTH.
 
     The total number of shares of stock which the Corporation shall have
authority to issue is 1,025,000,000 consisting of 1,000,000,000 shares of
common stock, par value $.50 per share (the "Common Stock"), and 25,000,000
shares of preference stock, par value $.50 per share (the "Preference
Shares").
 
     The owners of shares of Common Stock shall not have any preemptive right
to purchase shares or other securities to be issued by the Corporation or
subjected to rights or options to purchase.
 
     The designations, preferences, privileges and voting powers of the
shares of each class, and the restrictions or qualifications thereof are as
follows:
 
     Preference Shares of the Corporation may be issued from time to time or
in one or more class or series, each of which class or series shall have such
distinctive designation or title as shall be fixed by the Board of Directors
of the Corporation (the "Board of Directors") prior to the issuance of any
shares thereof.  Each such class or series of Preference Shares shall have
such voting powers, full or limited, or no voting powers, and such
preferences and relative, participating, optional or other special rights and
such qualifications, limitations or restrictions thereof, as shall be stated
in such resolution or resolutions providing for the issue of such class or
series of Preference Shares as may be adopted from time to time by the Board
of Directors prior to the issuance of any shares thereof pursuant to the
authority hereby expressly vested in it, all in accordance with the laws of
the State of Delaware.
 
                                    FIFTH.
 
     Elections of directors at any annual or special meeting of shareowners
shall be by written ballot, unless the By-Laws of the Corporation provide
otherwise.
 
                                    SIXTH.
 
     The number of directors shall be fixed by the By-Laws.  It shall not be
necessary for any director of the Corporation to be a shareowner thereof.
 
                                   SEVENTH.
 
     Whenever shareowners are allowed to take any action by vote, such action
may be taken without a meeting on written consent, setting forth the action
so taken, signed by the owners of all outstanding shares entitled to vote
thereon.  Written consent thus given by the owners of all outstanding shares
entitled to vote shall have the same effect as a unanimous vote of
shareowners.
 
                                   EIGHTH.
 
     Special meetings of shareowners of the Corporation for any purpose or
purposes may be called at any time by a majority of the entire Board of
Directors.  Special meetings of shareowners of the Corporation may not be
called by any other person or persons.
 
                                   NINTH.
 
     The directors shall have the further power to provide by the By-Laws or
otherwise, for the selection from among their own number, of an executive
committee of such number as they may from time to time designate, and to
delegate to such executive committee all or any of the powers of the Board of
Directors in so far as the delegation of such power is not contrary to law.
 
                                   TENTH.
 
     No director of the Corporation shall be personally liable to the
Corporation or its shareowners for monetary damages for any breach of
fiduciary duty by such a director as a director to the full extent authorized
or permitted by law (as now or hereafter in effect).  Notwithstanding the
foregoing sentence, a director shall be liable to the extent provided by
applicable law (i) for any breach of the director's duty of loyalty to the
Corporation or its shareowners, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the GCL or (iv) for any transaction from which the
director derived an improper personal benefit.  No amendment to or repeal of
this Article TENTH shall apply to or have any effect on the liability or
alleged liability of any director of the Corporation for or with respect to
any acts or omissions of such director occurring prior to such amendment or
repeal.
 
                                 ELEVENTH.
 
     The officers and directors of the Corporation and such other persons as
authorized by a majority of the entire Board of Directors consistent with the
provisions of the GCL shall be indemnified by the Corporation to the fullest
extent authorized or permitted by law (as now or hereafter in effect).
 
                                 TWELFTH.
 
     A.     In addition to any affirmative vote required by law or this
Certificate of Incorporation or the By-Laws of the Corporation, and except as
otherwise expressly provided in Section B of this Article TWELFTH, a Business
Combination (as hereinafter defined) with, or proposed by or on behalf of,
any Interested Shareowner (as hereinafter defined) or any Affiliate or
Associate (as hereinafter defined) of any Interested Shareowner or any person
who thereafter would be an Affiliate or Associate of such Interested
Shareowner shall require the affirmative vote of not less than sixty-six and
two-thirds percent (66 2/3%) of the votes entitled to be cast by the owners
of all the then outstanding shares of Voting Stock (as hereinafter defined),
voting together as a single class, excluding Voting Stock beneficially owned
by any Interested Shareowner or any Affiliate or Associate of such Interested
Shareowner. Such affirmative vote shall be required notwithstanding the fact
that no vote may be required, or that a lesser percentage or separate class
vote may be specified, by law or in any agreement with any national
securities exchange or otherwise.
 
     B.     The provisions of Section A of this Article TWELFTH shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote, if any, as is required
by law or by any other provision of this Certificate of Incorporation or the
By-Laws of the Corporation, or any agreement with any national securities
exchange, if all of the conditions specified in either of the following
Paragraphs 1 or 2 are met or, in the case of a Business Combination not
involving the payment of consideration to the owners of the Corporation's
outstanding Capital Stock (as hereinafter defined), if the condition
specified in the following Paragraph 1 is met:
 
            1.     The Business Combination shall have been approved, either
     specifically or as a transaction which is within an approved category of
     transactions, by a majority (whether such approval is made prior to or
     subsequent to the acquisition of, or announcement or public disclosure
     of the intention to acquire, beneficial ownership of the Voting Stock
     that caused the Interested Shareowner to become an Interested
     Shareowner) of the Board of Directors prior to the date on which the
     Continuing Directors (as hereinafter defined) comprise less than a
     majority of the entire Board of Directors.
 
            2.     All of the following conditions shall have been met:
 
            a.     The aggregate amount of cash and the Fair Market Value (as
     hereinafter defined), as of the date of the consummation of the Business
     Combination, of consideration other than cash to be received per share
     by owners of Common Stock in such Business Combination shall be at least
     equal to the highest amount determined under clauses (i), (ii), (iii)
     and (iv) below:
 
                   (i)     (if applicable) the highest per share price
            (including any brokerage commissions, transfer taxes and
            soliciting dealers' fees) paid by or on behalf of the Interested
            Shareowner for any share of Common Stock in connection with the
            acquisition by the Interested Shareowner of beneficial ownership
            of shares of Common Stock (x) within the two-year period
            immediately prior to the first public announcement of the
            proposed Business Combination (the "Announcement Date") or (y) in
            the transaction in which it became an Interested Shareowner,
            whichever is higher, in either case as adjusted for any
            subsequent stock split, stock dividend, subdivision or
            reclassification with respect to Common Stock;
 
                   (ii)    the Fair Market Value per share of Common Stock on
            the Announcement Date or on the date on which the Interested
            Shareowner became an Interested Shareowner (the "Determination
            Date"), whichever is higher, as adjusted for any subsequent stock
            split, stock dividend, subdivision or reclassification with
            respect to Common Stock;
 
                   (iii)   (if applicable) the price per share equal to the
            Fair Market Value per share of Common Stock determined pursuant
            to the immediately preceding clause (ii), multiplied by the ratio
            of (x) the highest per share price (including any brokerage
            commission, transfer taxes and soliciting dealers' fees) paid by
            or on behalf of the Interested Shareowner for any share of Common
            Stock in connection with the acquisition by the Interested
            Shareowner of beneficial ownership of shares of Common Stock
            within the two-year period immediately prior to the Announcement
            Date, as adjusted for any subsequent stock split, stock dividend,
            subdivision or reclassification with respect to Common Stock to
            (y) the Fair Market Value per share of Common Stock on the first
            day in such two-year period on which the Interested Shareowner
            acquired beneficial ownership of any share of Common Stock, as
            adjusted for any subsequent stock split, stock dividend,
            subdivision or reclassification with respect to Common Stock; and
 
                   (iv)    the Corporation's net income per share of Common
            Stock for the four full consecutive fiscal quarters immediately
            preceding the Announcement Date, multiplied by the higher of the
            then price/earnings multiple (if any) of such Interested
            Shareowner or the highest price/earnings multiple of the
            Corporation within the two-year period immediately preceding the
            Announcement Date (such price/earnings multiples being determined
            as customarily computed and reported in the financial community).
 
            b.     The aggregate amount of cash and the Fair Market Value, as
     of the date of the consummation of the Business Combination, of
     consideration other than cash to be received per share by owners of
     shares of any class or series of outstanding Capital Stock, other than
     Common Stock, shall be at least equal to the highest amount determined
     under clauses (i), (ii), (iii) and (iv) below:
 
                   (i)     (if applicable) the highest per share (including
            any brokerage commissions, transfer taxes and soliciting dealers'
            fees) paid by or on behalf of the Interested Shareowner for any
            share of such class or series of Capital Stock in connection with
            the acquisition by the Interested Shareowner of beneficial
            ownership of shares of such class or series of Capital Stock (x)
            within the two-year period immediately prior to the Announcement
            Date or (y) in the transaction in which it became an Interested
            Shareowner, whichever is higher, in either case as adjusted for
            any subsequent stock split, stock dividend, subdivision or
            reclassification with respect to such class or series of Capital
            Stock;
 
                   (ii)    the Fair Market Value per share of such class or
            series of Capital Stock on the Announcement Date or on the
            Determination Date, whichever is higher, as adjusted for any
            subsequent stock split, stock dividend, subdivision or
            reclassification with respect to such class or series of Capital
            Stock;
 
                   (iii)   (if applicable) the price per share equal to the
            Fair Market Value per share of such class or series of Capital
            Stock determined pursuant to the immediately preceding clause
            (ii), multiplied by the ratio of (x) the highest per share price
            (including any brokerage commissions, transfer taxes and
            soliciting dealers' fees) paid by or on behalf of the Interested
            Shareowner for any share of such class or series of Capital Stock
            in connection with the acquisition by the Interested Shareowner
            of beneficial ownership of shares of such class or series of
            Capital Stock within the two-year period immediately prior to the
            Announcement Date, as adjusted for any subsequent stock split,
            stock dividend, subdivision or reclassification with respect to
            such class or series of Capital Stock to (y) the Fair Market
            Value per share of such class or series of Capital Stock on the
            first day in such two-year period on which the Interested
            Shareowner acquired beneficial ownership of any share of such
            class or series of Capital Stock, as adjusted for any subsequent
            stock split, stock dividend, subdivision or reclassification with
            respect to such class or series of Capital Stock; and
 
                   (iv)    (if applicable) the highest preferential amount
            per share to which the owners of shares of such class or series
            of Capital Stock would be entitled in the event of any voluntary
            or involuntary liquidation, dissolution or winding up of the
            affairs of the Corporation regardless of whether the Business
            Combination to be consummated constitutes such an event.
 
            The provisions of this Paragraph 2 shall be required to be met
     with respect to every class or series of outstanding Capital Stock,
     whether or not the Interested Shareowner has previously acquired
     beneficial ownership of any shares of a particular class or series of
     Capital Stock.
 
            c.     The consideration to be received by owners of a particular
     class or series of outstanding Capital Stock shall be in cash or in the
     same form as previously has been paid by or on behalf of the Interested
     Shareowner in connection with its direct or indirect acquisition of
     beneficial ownership of shares of such class or series of Capital Stock.
     If the consideration so paid for shares of any class or series of
     Capital Stock varied as to form, the form of consideration for such
     class or series of Capital Stock shall be either cash or the form used
     to acquire beneficial ownership of the largest number of shares of such
     class or series of Capital Stock previously acquired by the Interested
     Shareowner.
 
            d.     After the Determination Date and prior to the consummation
     of such Business Combination: (i) there shall have been no failure to
     declare and pay at the regular date therefor any full quarterly
     dividends (whether or not cumulative) payable in accordance with the
     terms of any outstanding Capital Stock; (ii) there shall have been no
     reduction in the annual rate of dividends paid on the Common Stock
     (except as necessary to reflect any stock split, stock dividend or
     subdivision of the Common Stock); (iii) there shall have been an
     increase in the annual rate of dividends paid on the Common Stock as
     necessary to reflect any reclassification (including any reverse stock
     split, recapitalization, reorganization or any similar transaction that
     has the effect of reducing the number of outstanding shares of Common
     Stock); and (iv) such Interested Shareowner shall not have become the
     beneficial owner of any additional shares of Capital Stock except as
     part of the transaction that results in such Interested Shareowner
     becoming an Interested Shareowner and except in a transaction that,
     after giving effect thereto, would not result in any increase in the
     Interested Shareowner's percentage beneficial ownership of any class or
     series of Capital Stock.
 
            e.     A proxy or information statement describing the proposed
     Business Combination and complying with the requirements of the
     Securities Exchange Act of 1934, as amended, and the rules and
     regulations thereunder (the "Act") (or any subsequent provisions
     replacing such Act, rules or regulations) shall be mailed to all
     shareowners of the Corporation at least 30 days prior to the
     consummation of such Business Combination (whether or not such proxy or
     information statement is required to be mailed pursuant to such Act or
     subsequent provisions). The proxy or information statement shall contain
     on the first page thereof, in a prominent place, any statement as to the
     advisability (or inadvisability) of the Business Combination that the
     Continuing Directors, or any of them, may choose to make and, if deemed
     advisable by a majority of the Continuing Directors, the opinion of an
     investment banking firm selected by a majority of the Continuing
     Directors as to the fairness (or not) of the terms of the Business
     Combination from a financial point of view to the owners of the
     outstanding shares of Capital Stock other than the Interested Shareowner
     and its Affiliates or Associates, such investment banking firm to be
     paid a reasonable fee for its services by the Corporation.
 
            f.     Such Interested Shareowner shall not have made any major
     change in the Corporation's business or equity capital structure.
 
     C.     The following definitions shall apply with respect to this
Article TWELFTH:
 
            1.     The term "Business Combination" shall mean:
 
            a.     any merger or consolidation of the Corporation or any
     Subsidiary (as hereinafter defined) with (i) any Interested Shareowner
     or (ii) any other company (whether or not itself an Interested
     Shareowner) which is or after such merger or consolidation would be an
     Affiliate or Associate of an Interested Shareowner; or
 
            b.     any sale, lease, exchange, mortgage, pledge, transfer or
     other disposition or security arrangement, investment, loan, advance,
     guarantee, agreement to purchase, agreement to pay, extension of credit,
     joint venture participation or other arrangement (in one transaction or
     a series of transactions) with or for the benefit of any Interested
     Shareowner or any Affiliate or Associate of any Interested Shareowner
     involving any assets, securities or commitments of the Corporation, any
     Subsidiary or any Interested Shareowner or any Affiliate or Associate of
     any Interested Shareowner which (except for any arrangement, whether as
     employee, consultant or otherwise, other than as a director, pursuant to
     which any Interested Shareowner or any Affiliate or Associate thereof
     shall directly or indirectly, have any control over or responsibility
     for the management of any aspect of the business or affairs of the
     Corporation, with respect to which arrangements the value tests set
     forth below shall not apply), together with all such other arrangements
     (including all contemplated future events), has an aggregate Fair Market
     Value and/or involves aggregate commitments of $10,000,000 or more or
     constitutes more than 5 percent of the book value of the total assets
     (in the case of transactions involving assets or commitments other than
     Capital Stock) or 5 percent of the Shareowners' equity (in the case of
     transactions in Capital Stock) of the entity in question (the
     "Substantial Part"), as reflected in the most recent fiscal year-end
     consolidated balance sheet of such entity existing at the time the
     shareowners of the Corporation would be required to approve or authorize
     the Business Combination involving the assets, securities and/or
     commitments constituting any Substantial Part, except for transactions
     made in the ordinary course of the Corporation's business, consistent
     with past practices; or
 
            c.     the adoption of any plan or proposal for the liquidation
     or dissolution of the Corporation or for any amendment to the
     Corporation's By-Laws; or
 
            d.     any reclassification of securities (including any reverse
     stock split), or recapitalization of the Corporation, or any merger or
     consolidation of the Corporation with any of its Subsidiaries or any
     other transaction (whether or not with or otherwise involving an
     Interested Shareowner) that has the effect, directly or indirectly, of
     increasing the proportionate share of any class or series of Capital
     Stock, or any securities convertible into Capital Stock or into equity
     securities of any Subsidiary, that is beneficially owned by any
     Interested Shareowner or any Affiliate or Associate of any Interested
     Shareowner; or
 
            e.     any agreement, contract or other arrangement providing for
     any one or more of the actions specified in the foregoing clauses (a) to
     (d).
 
            2.     The term "Capital Stock" shall mean all capital stock of
     the Corporation authorized to be issued from time to time under Article
     FOURTH of this Certificate of Incorporation, and the term "Voting Stock"
     shall mean all Capital Stock which by its terms may be voted on all
     matters submitted to shareowners of the Corporation generally.
 
            3.     The term "person" shall mean any individual, firm, company
     or other entity and shall include any group comprised of any person and
     any other person with whom such person or any Affiliate or Associate of
     such person has any agreement, arrangement or understanding, directly or
     indirectly, for the purpose of acquiring, holding, voting or disposing
     of Capital Stock.
 
            4.     The term "Interested Shareowner" shall mean any person
     (other than the Corporation or any Subsidiary and other than any profit-
     sharing, employee stock ownership or other employee benefit plan of the
     Corporation or any Subsidiary or any trustee of or fiduciary with
     respect to any such plan when acting in such capacity) who (a) is or has
     announced or publicly disclosed a plan or intention to become the
     beneficial owner of Voting Stock representing ten percent (10%) or more
     of the votes entitled to be cast by the owners of all then outstanding
     shares of Voting Stock; or (b) is an Affiliate or Associate of the
     Corporation and at any time within the two-year period immediately prior
     to the date in question was the beneficial owner of Voting Stock
     representing ten percent (10%) or more of the votes entitled to be cast
     by the owners of all then outstanding shares of Voting Stock.
 
            5.     A person shall be a "beneficial owner" of any Capital
     Stock (a) which such person or any of its Affiliates or Associates
     beneficially owns, directly or indirectly; (b) which such person or any
     of its Affiliates or Associates has, directly or indirectly, (i) the
     right to acquire (whether such right is exercisable immediately or
     subject only to the passage of time), pursuant to any agreement,
     arrangement or understanding or upon the exercise of conversion rights,
     exchange rights, warrants or options, or otherwise, or (ii) the right to
     vote pursuant to any agreement, arrangement or understanding; or (c)
     which is beneficially owned, directly or indirectly, by any other person
     with which such person or any of its Affiliates or Associates has any
     agreement, arrangement or understanding for the purpose of acquiring,
     holding, voting or disposing of any shares of Capital Stock. For the
     purposes of determining whether a person is an Interested Shareowner
     pursuant to Paragraph 4 of this Section C, the number of shares of
     Capital Stock deemed to be outstanding shall include shares deemed
     beneficially owned by such person through application of this Paragraph
     5, but shall not include any other shares of Capital Stock that may be
     issuable pursuant to any agreement, arrangement or understanding, or
     upon exercise of conversion rights, warrants or options, or otherwise.
 
            6.     The terms "Affiliate" and "Associate" shall have the
     respective meanings ascribed to such terms in Rule 12b-2 under the Act,
     as amended and in effect as of the date hereof (the term "registrant" in
     said Rule 12b-2 meaning in this case the Corporation).
 
            7.     The term "Subsidiary" means any company of which a
     majority of any class of equity security is beneficially owned by the
     Corporation; provided, however, that for the purposes of the definition
     of Interested Shareowner set forth in Paragraph 4 of this Section C, the
     term "Subsidiary" shall mean only a company of which a majority of each
     class of equity security is beneficially owned by the Corporation.
 
            8.     The term "Continuing Director" means any member of the
     Board of Directors, while such person is a member of the Board of
     Directors, who is not an Affiliate or Associate or representative of the
     Interested Shareowner and was a member of the Board of Directors prior
     to the time that the Interested Shareowner became an Interested
     Shareowner, and any successor of a Continuing Director while such
     successor is a member of the Board of Directors, who is not an Affiliate
     or Associate or representative of the Interested Shareowner and is
     recommended or elected to succeed the Continuing Director by a majority
     of Continuing Directors.
 
            9.     The term "Fair Market Value" means (a) in the case of
     cash, the amount of such cash; (b) in the case of stock, the highest
     closing sale price during the 30-day period immediately preceding the
     date in question of a share of such stock on the Composite Tape for New
     York Stock Exchange-Listed Stocks, or, if such stock is not quoted on
     the Composite Tape, on the New York Stock Exchange, or, if such stock is
     not listed on such Exchange, on the principal United States securities
     exchange registered under the Act on which such stock is listed, or, if
     such stock is not listed on any such exchange, the highest closing bid
     quotation with respect to a share of such stock during the 30-day period
     preceding the date in question on the National Association of Securities
     Dealers, Inc. Automated Quotations System or any similar system then in
     use, or if no such quotations are available, the fair market value on
     the date in question of a share of such stock as determined by a
     nationally recognized investment banking firm selected by a majority of
     the Continuing Directors; and (c) in the case of property other than
     cash or stock, the fair market value of such property on the date in
     question as determined by a nationally recognized investment banking
     firm selected by a majority of the Continuing Directors.
 
            10.    In the event of any Business Combination in which the
     Corporation survives, the phrase "consideration other than cash to be
     received" as used in Paragraphs 2.a and 2.b of Section B of this Article
     TWELFTH shall include the shares of Common Stock and/or the shares of
     any other class or series of Capital Stock retained by the owners of
     such shares.
 
     D.     The Board of Directors shall have the power and duty to determine
for the purposes of this Article TWELFTH, on the basis of information known
to them after reasonable inquiry, all questions arising under this Article
TWELFTH, including, without limitation, (a) whether a person is an Interested
Shareowner, (b) the number of shares of Capital Stock or other securities
beneficially owned by any person, (c) whether a person is an Affiliate or
Associate of another, (d) whether a Proposed Action is with, or proposed by,
or on behalf of an Interested Shareowner or an Affiliate or an Associate of
an Interested Shareowner, (e) whether the assets that are the subject of any
Business Combination have, or the consideration to be received for the
issuance or transfer of securities by the Corporation or any Subsidiary in
any Business Combination has, an aggregate Fair Market Value of $10,000,000
or more, and (f) whether the assets or securities that are the subject of any
Business Combination constitutes a Substantial Part.  Any such determination
made in good faith shall be binding and conclusive on all parties.
 
     E.     Nothing contained in this Article TWELFTH shall be construed to
relieve any Interested Shareowner from any fiduciary obligation imposed by
law.
 
     F.     The fact that any Business Combination complies with the
provisions of Section B of this Article TWELFTH shall not be construed to
impose any fiduciary duty, obligation or responsibility on the Board of
Directors, or any member thereof, to approve such Business Combination or
recommend its adoption or approval to the shareowners of the Corporation, nor
shall such compliance limit, prohibit or otherwise restrict in any manner the
Board of Directors, or any member thereof, with respect to evaluations of or
actions and responses taken with respect to such Business Combination.
 
     G.     For the purposes of this Article TWELFTH, a Business Combination
or any proposal to amend, repeal or adopt any provision of this Certificate
of Incorporation inconsistent with this Article TWELFTH (collectively
"Proposed Action") is presumed to have been proposed by, or on behalf of, an
Interested Shareowner or an Affiliate or Associate of an Interested
Shareowner or a person who thereafter would become such if (1) after the
Interested Shareowner became such, the Proposed Action is proposed following
the election of any director of the Corporation who, with respect to such
Interested Shareowner, would not qualify to serve as a Continuing Director or
(2) such Interested Shareowner, Affiliate, Associate or person votes for or
consents to the adoption of any such Proposed Action, unless as to such
Interested Shareowner, Affiliate, Associate or person a majority of the
Continuing Directors make a good faith determination that such Proposed
Action is not proposed by or on behalf of such Interested Shareowner,
Affiliate, Associate or person, based on information known to them after
reasonable inquiry.
 
     H.     Notwithstanding any other provisions of this Certificate of
Incorporation or the By-Laws of the Corporation (and notwithstanding the fact
that a lesser percentage or separate class vote may be specified by law, this
Certificate of Incorporation or the By-Laws of the Corporation), any proposal
to amend, repeal or adopt any provision of this Certificate of Incorporation
inconsistent with this Article TWELFTH which is proposed by or on behalf of
an Interested Shareowner or an Affiliate or Associate of an Interested
Shareowner shall require the affirmative vote of the owners of not less than
sixty-six and two-thirds percent (66 2/3%) of the votes entitled to be cast
by the owners of all the then outstanding shares of Voting Stock, voting
together as a single class, excluding Voting Stock beneficially owned by any
Interested Shareowner; provided, however, that prior to the time such number
of persons constituting a quorum of the Board of Directors are nominated by
or on behalf of the Interested shareowner and elected to the Board of
Directors, this Section H shall not apply to, and such sixty-six and two-
thirds percent (66 2/3%) vote shall not be required for, any amendment,
repeal or adoption recommended by a majority of the Board of Directors prior
to the date on which the Continuing Directors comprise less than a majority
of the Board of Directors.
 
                                THIRTEENTH.
 
     The business and affairs of the Corporation shall be managed under the
direction of a Board of Directors consisting of not less than three nor more
than twenty-one directors, the exact number of directors shall be fixed by
the By-laws.  At the 2005 meeting of shareowners, the successors of the
directors whose terms expire at that meeting shall be elected for a term
expiring at the 2006 annual meeting of shareowners (which number of directors
shall be approximately one-third of the total number of directors of the
Corporation); at the 2006 annual meeting of shareowners, the successors of
the directors whose terms expire at that meeting shall be elected for a term
expiring at the 2007 annual meeting of shareowners (which number of directors
shall be approximately two-thirds of the total number of directors of the
Corporation); and at each annual meeting of shareowners thereafter, the
directors shall be elected for terms expiring at the next annual meeting of
shareowners.
 
     A director shall hold office until the annual meeting for the year in
which his term expires and until his successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office.  Any vacancy on the Board of
Directors that results from an increase in the number of directors may be
filled by a majority of the Board of Directors then in office, provided that
a quorum is present, and any other vacancy occurring in the Board of
Directors may be filled by a majority of the directors then in office, even
if less than a quorum, or by a sole remaining director.
 
                                FOURTEENTH.
 
     In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors, by vote of two-thirds of the entire Board of
Directors, is expressly authorized to adopt, repeal, alter, amend or rescind
the By-Laws of the Corporation at any meeting of the Board of Directors,
provided that the substance of the proposed amendment or addition or the
subject matter thereof shall have been submitted in writing at a preceding
meeting of the Board of Directors or notice thereof shall have been given to
the directors; waiver of notice by any director being deemed equivalent to
such notice to him.
 
     The By-Laws may also be amended at any general or special meeting of
shareowners, provided notice of the proposed amendment shall have been given
in the call for such meeting.
 
                                 FIFTEENTH.
 
     The Corporation reserves the right to repeal, alter, amend or rescind
any provision contained in this Certificate of Incorporation, in the manner
now or hereafter prescribed by statute, and all rights conferred on
shareowners herein are granted subject to this reservation.
 
            6.     This restatement of the Certificate of Incorporation of
     The May Department Stores Company was  adopted in accordance with
     Section 245 of the General Corporation Law of the State of Delaware.
 
     IN WITNESS WHEREOF, The May Department Stores Company has caused this
Restated Certificate of Incorporation to be signed by Richard A. Brickson,
its Secretary, this 15th day of  August, 2005.
 
 
                                         THE MAY DEPARTMENT STORES COMPANY
 
 
                                         /s/ Richard A. Brickson
                                         Richard A. Brickson
                                         Secretary