2003 Compensation Charter: MAY



The Executive Compensation and Development Committee shall:

(i) discharge the board's responsibilities relating to the compensation of the company's executives,
(ii) make recommendations to the board and corporate management for all major compensation and benefits programs, and
(iii) review and monitor the executive development efforts of the Company to assure development of a pool of management and executive personnel adequate for orderly management succession.

In addition, the committee shall prepare a report on executive compensation required by the rules of the SEC to be included in the Company's proxy statement.


The committee shall be a committee of the board of directors and shall consist of no fewer than three members, who shall meet the independence requirements of the New York Stock Exchange, the "non-employee director" requirements of Rule 16b-3(b)(3) of the Securities Exchange Act, and the "outside director" requirements of Regulation 1.162-27(e)(3) of the Internal Revenue Code.

The committee members shall be appointed for one-year terms at the annual meeting of the board, upon the recommendation of the nominating and governance committee. The chairman shall be designated by the board.


The committee shall meet at such times and from time-to-time as it deems to be appropriate, but not less than three times each year. The committee shall report to the full board of directors at the first board meeting following each such committee meeting.

The committee may request any officer or employee of the Company or the Company's outside counsel to attend a meeting of the committee or to meet with any members of, or consultants to, the committee.

The committee may form and delegate authority to subcommittees consisting of one or more members, when appropriate.

The committee may retain and terminate its own independent legal, compensation or other advisors, and shall approve such advisor's fees and retention terms. The Company shall provide for appropriate funding, as determined by the committee, to pay compensation to any advisors employed by the committee.


The committee shall:

With respect to executive compensation:

1. review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and set the CEO's compensation level based on this evaluation;

2. make recommendations to the board with respect to incentive compensation plans and equity-based plans, including reviewing and approving any changes in any stock related plan; and

3. review and make recommendations with respect to the overall compensation programs of the Company, including the

- review and approval of the compensation of the chairman, president, vice chairmen and members of the senior management committee
- review of store company principals' compensation; and
- review and approval of new compensation programs that involve May stock or affect the compensation of members of the senior management committee and store company principals.

With respect to executive development:

4. review, monitor and report to the board at least annually on management development efforts to assure development of a pool for adequate and orderly management succession (store com pany principal level and above)

With respect to executive officers and plan administration:

5. recommend to the board nominees for all executive officers and for all members of the following committees;

- profit sharing plan committee;
- retirement committees;
- long-term disability plan committee;

6. serve as the "Committee" under May's

- stock option plans;
- stock appreciation rights plan;
- executive incentive compensation plan for corporate executives;
- executive incentive compensation plan for company principals (with power to delegate certain powers to a management committee thereunder in accordance with the terms of the plan);
- deferred compensation plan; and
- restricted stock plan for management employees.

With respect to performance evaluation:

7. perform an annual performance evaluation of the committee. The committee shall also undertake such additional activities within the scope of its primary functions as the committee may from time-to-time determine.


This charter will be made available on the Company's Web site.