2003 Code of Ethics : MAY

POLICY ON BUSINESS CONDUCT


The May Department Stores Company is committed to conducting its business according to the highest ethical, moral and legal standards. It is a basic principle that all business conduct must adhere strictly to the highest standards of integrity and propriety. All May associates are required to comply with the laws, rules and regulations that apply to May's business. We expect May associates to use sound business judgment, to adhere to the highest ethical and moral standards, and to avoid all conflicts of interest. Every associate - worldwide - is expected to adhere to these standards.

This booklet has been prepared to clearly outline our business policies and ethics. It is important that all associates read this booklet thoroughly and clearly understand the behavior expected of them and the standards to which they are held.

All associates have a personal responsibility to comply with our policies, ask questions if they have doubts about the ethical or legal implications of any situation or proposed course of action, and report any concerns they may have about any business practice that may violate the law or our policies.

Any associate
who observes or knows of violations of our policies,
has a question about the legality of an action, or
has a questions as to whether an existing or potential conflict of interest exists, or whether May should consider consenting to any conflict because of the particular circumstances,
should discuss the matter with Kathleen E. Gentilozzi, vice president of human resources, Barry S. Silver, vice president of audit, Alan E. Charlson, senior vice president and general counsel, or Richard A. Brickson, secretary and senior counsel. No associate will suffer retaliation in any form for reporting concerns in good faith.

We are confident that each associate will comply with our policies and will follow the highest standards of business integrity.


CONFLICT OF INTEREST POLICY


Any direct or indirect conflict of interest between an associate and the company is prohibited, unless specifically consented to by the company.

An associate has a conflict of interest if, in the course of employment, the associate's judgment and discretion is or may be influenced by considerations of personal gain or benefit, or gain or benefit to a third party. All business decisions for May are to reflect the independent judgment and discretion of May's associates, uninfluenced by any considerations other than what is honestly believed to be in the best interest of the company and its shareowners. The divided loyalty that is present when an associate has a conflict of interest could potentially lead to serious problems for the associate and for May.

May respects the privacy of its associates and their rights to conduct their personal affairs without interference. However, if an associate's personal affairs create a conflict of interest, a potential conflict of interest or the appearance of a conflict of interest, May must insist on a full and timely disclosure of the facts. In many cases such a disclosure will permit May and the associate to avoid any problems. If the facts are disclosed and if there is no illegal or unethical conduct involved, the company could consent to the proposed activity even though a technical or nominal conflict of interest may exist.

It is not possible to formulate in advance an all-inclusive set of guidelines regarding potential conflicts of interest. The illustrations shown below provide guidelines for certain types of situations. Specific questions regarding situations which are not clearly covered by this policy statement will be answered on a case-by-case basis when they arise.

Illustrations of Potential Conflicts of Interest

Relationships with Suppliers, Customers or Competitors

An associate should not own any substantial stock or other financial interest in or participate in the business of, or serve as a director, employee or consultant to:

anyone having or seeking business with the company, including actual or potential resources, or
a competitor of the company.
The question of what constitutes a "substantial" stock or other financial interest will depend on the particular facts and circumstances in any given case. An associate should not accept an offer by anyone having or seeking business with the company or competitor of the company to purchase stock on terms that are not generally available to the public.

Indirect Interest and Relationships

A conflict of interest can arise because of the business activities of an associate's close relatives. An associate has a potential conflict of interest whenever a close relative has a significant interest in a transaction or a significant relationship with any competitor or resource. Such an associate should not make or influence any decision which could directly or indirectly benefit his or her close relative and, in order to protect the associate and the company from the appearance of a conflict of interest, he or she should make appropriate disclosures to the company.

Gifts, Loans and Entertainment

An associate should not:

accept gifts, including cash, merchandise, trips or other valuable items, from a competitor or from anyone having or seeking business with the company, other than non-cash gifts of nominal value,
accept loans from any persons or entities having or seeking business with the company (a loan from a financial institution at normal interest rates prevailing at the time of the borrowing is, however, permissible), or
purchase items for personal use from vendors having or seeking business with the company. If an associate wants to buy an item that the company does not carry, the associate may request the company to order the item from the vendor. If the company elects to order the item, it then will sell the item to the associate at a price that reflects a customary department mark-up less the associate discount.
Participating in business-related functions, including the acceptance of meals with a supplier, customer or competitor on occasion, is a normal and permissible business practice. However, each associate should exercise care to insure that such functions are necessary and that their value and frequency are not excessive under all the applicable circumstances.

Outside Business Activities

Active participation on a part-time or freelance basis in any outside business, whether or not such a business is a resource, competitor or non-retail customer would also be a conflict if:

the associate's participation in that business could interfere with his or her ability to devote proper time and attention to his or her employment by the company, or
it constitutes a drain away from the company of his or her talents and creative energy.
As a general rule, if annual earnings from any outside business in which the associate actively participates exceed 5% of the associate's annual compensation from the company, or if the associate frequently renders more than 4 hours of service per week to an outside business, there will be a conflict in violation of this policy.

Nonbusiness Activities

Participation in the activities of a trade association, professional society, charitable institution or governmental institution on a non-compensated basis or holding a part-time public office (with or without compensation) will not generally create a conflict in violation of this policy. However, if such participation involves a substantial commitment of time, the company should be consulted.

Personal Use of Corporate Property and Corporate Information

An associate should not:

use or divert any corporate property, including the services of other associates, for his or her own advantage or benefit, or
use corporate letterhead paper when writing letters on personal or other matters not directly related to the company's business, because that practice uses the company's name and could expose the company to potential liability for activities beyond the scope of his or her employment.
Insider Trading

One special aspect of dealing with corporate information is the potential use or misuse of "material inside information." Material inside information means facts that have not been disclosed to the public that could influence a reasonable investor's decision to buy or sell a company's stock or other securities. Information is nonpublic if it has not been disseminated in a manner making it available to investors generally. Examples of events that could involve material inside information (until appropriate public disclosure has been made) include a change in the dividend, a stock split, a merger, an acquisition, disposition or consolidation, changes in directors or senior executive officers, changes in control, earnings information, or financial performance that is not generally expected on the basis of publicly known factors.

You may become aware of material inside information about May or about another company in the performance of your job. If so, you must both hold that information in strictest confidence and refrain from buying or selling (or influencing others to buy or sell) any stock or other securities of May or of the other company until the information is public. Buying or selling securities before the information is publicly disclosed is deemed to be "insider trading," unless the transaction is made pursuant to a binding contract, specific instruction or written plan you put in place before you became aware of the information. Disclosing the information to anyone could be "tipping." Either of these actions could result in both civil and criminal liability, both to you personally and to the company.

Associate Responsibilities

Do not disclose material inside information to outsiders, either intentionally or inadvertently, under any circumstances, whether at meetings held as part of the business day, at informal after-hours discussions, or to friends or relatives.

Each associate is charged with the responsibility for recognizing any situation in which a conflict of interest is present or might arise and for taking appropriate action to eliminate or prevent such conflict. Each associate must also exercise care to avoid or prevent conduct which might reasonably appear to be in conflict with the best interest of May and May's shareowners.

Who to Contact with Questions or Concerns

Any associate who has a question as to whether an existing or potential conflict of interest exists, or whether May should consider consenting to any conflict because of the particular circumstances, should immediately contact one of the individuals identified in the General section to report all the pertinent facts and to request an opinion with respect to the question.


ACCOUNTING AND PAYMENT PRACTICES POLICY


Use of company funds or other company property for illegal, unethical or otherwise improper purposes is prohibited.

In prior years, there have been many widely publicized reports of various types of improper accounting and payment practices by or on behalf of a number of prominent companies.

Types of Improper Accounting or Payments

Some examples of improper practices include:

capitalizing costs that should be expensed,
recording expenses or income in the wrong period,
recording credits or charges that are not appropriately documented or approved,
misleading, or otherwise less-than-clear, financial disclosures,
disregarding or ignoring the requirements of company SPIs relating to financial reporting,
bribery of public officials, particularly officials of foreign countries, and
creation or use of so-called "slush funds" (secret accounts of money diverted from legitimate corporate accounts or collected from corporate personnel which are used for political contributions, bribes or other improper or questionable purposes).
In many cases, the legal consequences for the companies and individuals who have engaged in these practices have been extremely serious. Some have faced federal criminal prosecution. Others have been subjected to expensive, time-consuming civil actions brought by various governmental agencies and private parties.

Many of these types of practices are directly covered by SPIs or by other corporate, divisional or departmental policy statements. Some, however, do not fall precisely within any written statement of policy. This policy is intended to make absolutely clear that all such practices and all similar practices, whether legal or illegal, are prohibited.

The rules set forth below are not intended to be all-inclusive, but address areas of particular concern.

Accounting Practices

May requires full, fair, accurate, timely and understandable recording and reporting of financial information. No undisclosed or unrecorded account or fund shall be established for any purpose. No false or misleading entries shall be made in May's books or records for any reason. No disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation or for any purpose other than as described in the documents. All transactions must be fully and completely documented and recorded in May's books and records. All associates shall comply with generally accepted accounting rules and May's internal controls at all times.

Political Contributions

No company funds or other company property shall be used for United States federal political campaign contributions. No company funds or other company property may be used for any other political contributions, whether within or without the United States, unless such use has been approved in accordance with SPI-A5.

Payments to Government Personnel

Direct or indirect payments to officials or associates of any government at any level of either May's or private funds in furtherance of May business are prohibited, whether or not it is accepted practice in that country.

Foreign Representatives, Agents and Consultants

Commission or fee arrangements shall be made only with firms or persons serving as bona fide commercial representatives, agents or consultants. Such arrangements may not be entered into with any firm in which a government official or associate is known to have an interest unless the arrangement is permitted by applicable law and has been specifically approved by the company's general counsel. All commission and fee arrangements shall be by written contract. Any commission or fee must be reasonable and consistent with normal practice for the industry, the merchandise involved and the services to be rendered. Payments shall not be made in cash.

Associate Responsibilities

An associate may not take any action or authorize any action which involves any illegal, unethical or otherwise improper payment of money or anything else of value. An associate having information or knowledge of any unrecorded account or fund, of any false or misleading entry in May's books or records, or other violation of May's accounting practices must promptly report the matter to one of the individuals identified on page 10.

Who to Contact with Questions or Concerns

If a situation arises with respect to this accounting and payment practices policy about which an associate has any concern or any question, before taking any action, the associate should immediately review the matter with one of the individuals identified in the General section.


CONFIDENTIAL INFORMATION POLICY


Unauthorized disclosure of any confidential information is prohibited. Information which is provided to associates and to which associates have access is only for use in performing job responsibilities. Associates may not share this information outside of the company in any unauthorized way, including the actual reports themselves, copies of the reports, any form of written summary of any kind, verbal disclosures or pictures.

Confidential Information

All information pertaining to the company's business is confidential, proprietary and a protectable trade secret of May, except to the extent that the company has made any portion of such information public through a press release or publicly filed report.

Associate Responsibilities

Each associate should exercise care to reduce the likelihood of unauthorized disclosures of confidential information. Associates should guard against even seemingly innocent or inadvertent disclosures to spouses, friends and business associates.

Associates should properly safeguard documents at all times. For example, after a meeting, whether on or off company premises, associates should not leave any written materials behind.

No associate should attempt to obtain confidential information that does not relate to his or her employment duties. Associates should treat all non-public company information as confidential while they are employed and after their employment at May, if they should some day leave.


AMERICANS WITH DISABILITIES ACT


Every associate must assist May in implementing our Americans with Disabilities Act (or ADA) policy to provide all customers full and equal access to our stores, merchandise and services. May is also committed to providing equal employment opportunities to qualified individuals with disabilities. We must provide exceptionally friendly service to all customers and be sensitive to the needs of both our customers and our associates with disabilities. A few examples illustrate how to assist customers with disabilities.

Customer Etiquette

Give a customer with a disability prompt, courteous, cheerful service and respect.
Focus attention and service on the customer, not his or her companion.
Don't assume the customer will or will not need extra help; ask if the customer requires service or assistance and be ready to provide it.
Do not ask personal questions about the disability.
Take the time needed to provide extra service.
If you are unable to offer prompt assistance to a customer with a disability, you should request additional assistance.
Customer Service

Offer assistance to hold open a door or help maneuver a wheelchair.
Offer to escort a visually impaired customer.
Offer to bring merchandise to the customer at an accessible location like a hard surface aisle, wrap stand or fitting room.
Check prices and read price tags aloud to a customer with a visual impairment.
Retrieve merchandise stored above or below the reach of a person with a disability.
Keep movable fixtures out of the accessible route to merchandise, fitting rooms, restrooms, elevators and other facilities.
Customers

May is committed to complying with the ADA. All of our customers deserve the highest level of attention, service and respect. May expects every associate to make an extra effort to help May serve our customers with disabilities as required by the ADA.

Employment

May prohibits employment discrimination on the basis of disability. In addition, it is our policy to reasonably accommodate the known limitations of an otherwise qualified individual with a disability, if we can do so without undue hardship.


SEXUAL HARASSMENT


May's policy is to respect the personal dignity and individuality of all associates, customers and others we come in contact with in the workplace. Inappropriate or unwelcome sexual behavior, either physical or verbal in nature, clearly interferes with and hinders performance, violates company policy and may be considered sexual harassment. Sexual harassment in any form is prohibited at May. Company policy also forbids retaliation against anyone who has made a sexual harassment complaint or assisted in an investigation.

Types of Harassment

There are two types of sexual harassment:

quid pro quo, and
hostile work environment.
Quid Pro Quo Harassment

Quid pro quo harassment (means "this for that") occurs when employment or some condition of employment depends upon the receipt of sexual favors and is then denied when sexual favors are not granted.

Hostile Work Environment

This second type of sexual harassment is not as easy to define. It involves a situation where an associate is subjected to unwelcome, repeated and severe sexually offensive or intimidating behavior in the workplace. This includes, but is not limited to, severe and repeated instances of unwelcome physical contact, sexually offensive language, and similar unwelcome behavior.

May will not tolerate the sexual harassment of any associate. No associate, either male or female, should be subjected to unsolicited or unwelcome sexual overtures or conduct, either verbal or physical. If an associate believes he or she has experienced, learned of or witnessed sexual harassment, the associate must immediately notify the human resources manager at his or her location or a member of management with whom he or she is comfortable. The company will treat sexual harassment like any other form of associate misconduct.


EQUAL OPPORTUNITY


Employment

May forbids discrimination and harassment in all terms, conditions and privileges of employment. The company's policy is to provide equal opportunity in employment and to take affirmative action to ensure such equal opportunity. The policy applies to all personnel actions and procedures, including but not limited to recruiting, hiring, training, transfers and promotions, compensation, benefits and all other terms, conditions and privileges of employment.

Diversity

May's commitment and policy on non-discrimination extend to more than our associates. We require that our associates treat all other associates, all customers, suppliers and any others with whom they come into contact during the course of the business day fairly, equally and with dignity. The variety and individuality of our associates, our customers, and all others with whom we interact enhance the quality of our work environment and our customers' shopping experience. We strive every day to be sensitive to the uniqueness each of us brings to our company.

These policies are to be administered without regard to age, citizenship, color, disability, marital status, national origin, race, religion, sex, sexual orientation, veteran's status or any other characteristic protected by federal, state or local laws. If an associate believes he or she has experienced, learned of or witnessed a violation of these policies, the associate must immediately notify the human resources manager at his or her location or a member of management with whom he or she is comfortable. The company will treat a violation of these policies like any other form of associate misconduct. Company policy forbids retaliation against anyone who has complained of a violation of these policies.

GENERAL


Note to All Associates

A violation of the policies described in this booklet harms anyone with an economic interest in May, including shareowners and associates. A violation may also expose the associate and the company to civil and criminal liability. Associates violating these policies are subject to disciplinary action up to and including termination.

Taking action to prevent problems is part of the May culture. Each associate who knows of, or reasonably believes there is, a violation or possible violation of applicable laws or any of these policies, must promptly report that information. An associate may report the information either by name or anonymously, in writing, by email or by telephone to one of the individuals listed on the next page.

It is company policy to promptly investigate each complaint alleging the violation of a law or company policy and to effectively remedy the situation when a violation has occurred. Every manager is responsible for assisting May in implementing these policies, and every associate is expected to adhere to these policies not only in practice but in spirit. It is all of our jobs to make sure our commitment and policy is a way of life. No associate will suffer retaliation in any form for reporting concerns in good faith. May will take corrective action and/or disciplinary action against anyone who retaliates, directly or indirectly, against an associate who reports a suspected violation of our policies or law.

Who to Contact with Questions or Concerns

Any associate who has a concern or a question about any of the policies described in this booklet should contact Kathleen E. Gentilozzi - Vice President, Human Resources, Barry S. Silver - Vice President, Audit, Alan E. Charlson - Senior Vice President and General Counsel, or Richard A. Brickson - Secretary and Senior Counsel. Associates can find applicable telephone numbers, fax numbers and email addresses in the copy of this booklet distributed to them this year, in the copy of this booklet on May's Intranet web site and in May's telephone and email directories.

If the question or concern relates to accounting, internal accounting controls, or auditing matters, it will be referred to Barry Silver. Mr. Silver meets independently with the audit committee of May's board of directors after each meeting of that committee. He will review such questions and concerns with the audit committee.