ex10_1.htm


    
      
        

      

    

    
      AMENDED
        AND RESTATED

      DILLARD’S,
        INC.

      CORPORATE
        OFFICERS NON-QUALIFIED PENSION PLAN

      (As
        Amended and Restated as of November 17, 2007)

      


       

      1.  Purpose.  The
        purpose of the Amended and Restated Dillard’s, Inc. Corporate Officers
        Non-Qualified Pension Plan (the “Plan”) is to encourage continuing
        employment in the Company by Corporate Officers (defined below), to encourage
        Corporate Officers to increase their efforts on behalf of Dillard’s Inc. (the
“Company”) and to otherwise promote the best interests of the
        Company.

       

      2.  Qualifications.  Except
        as provided in Section 9(z), the following conditions in clauses (a), (b)
        and
        (c) must be met to qualify for pension benefits under the Plan:

       

      (a)  Service
        as a Corporate Officer for five (5) or more years of the last ten (10) Years
        of
        Employment by the Company (defined below).  “Corporate
        Officers” are persons designated as such and elected by the Board of
        Directors of Dillard’s, Inc., and include Chairman, Vice-Chairman, President,
        all Vice-Presidents, Secretary and Treasurer;

       

      (b)  Employment
        by the Company for a minimum of (x) fifteen (15) Years of Employment (defined
        below), or (y) ten (10) Years of Employment at age 65.  “Employment
        by the Company” is defined to mean employment by Dillard's, Inc., any
        subsidiary thereof, and, from and after the date of acquisition (unless the
        Administrative Committee otherwise determines for this purpose), any entity
        wholly acquired by Dillard’s, Inc.; and

       

      (c)  Except
        for Early Retirement due to Disability as provided in Section 7, employment
        by
        the Company until age 55.

       

      A
        person
        who satisfies the conditions in clauses (a), (b) and (c) above upon the person’s
        Retirement (defined below) is referred to as a “Qualified
        Person.”

       

      3.
        Pension Benefits.  Subject to Section 6,
“Annual Pension Benefit” is an amount equal to the greater
        of:

       

      (a)  1-1/2%
        of the person’s average Annual Pension Earnings (defined below) for the three
        Fiscal Years (defined below) of Employment by the Company during which such
        person’s Annual Pension Earnings are the highest, multiplied by such person’s
        total continuous Years of Employment;

       

      (b)  1-1/2%
        of the person’s average annual base salary for the five Years of Employment
        ending on December 31, 2002, multiplied by such person’s total continuous Years
        of Employment ending on December 31, 2002; or

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c)  1-2/3%
        of the person’s average annual base salary for the five Years of Employment
        ending on December 31, 2002, multiplied by such person’s total continuous Years
        of Employment ending on December 31, 2002, less 58% of the person’s primary FICA
        benefit.

       

      “Fiscal
        Year” means the fiscal year of Dillard’s, Inc.  “Annual Pension
        Earnings” for a Fiscal Year is defined to mean the excess of (x) the sum of
        such person’s annual base salary and cash bonus paid during the Fiscal Year over
        (y) the maximum amount of earnings considered “wages” under Section 3121(a)(1)
        of the Internal Revenue Code (the “Code” or “IRC”) for the
        calendar year in which such Fiscal Year commences.  A “Year of
        Employment” means a twelve (12) consecutive month period of continuous
        Employment by the Company and excludes fractional periods of
        employment.  Annual base salary, Annual Pension Earnings and Years of
        Employment shall not be taken into account for a period of employment (x)
        during
        which a person was not a Corporate Officer and (y) which occurs subsequent
        to a
        period of employment during which such person was a Corporate Officer, unless
        such person again becomes a Corporate Officer prior to such person’s
        Retirement.

       

      A
        Qualified Person’s Annual Pension Benefit will be paid in the form of equal
        monthly installments (i.e., 1/12 of the Annual Pension Benefit) on the first
        day
        of each calendar month, commencing, subject to Section 11, with the first
        day of
        the calendar month next following the Qualified Person’s
        Retirement.  For these purposes, “Retirement” means a person’s
        separation from service with Dillard’s, Inc. and its subsidiaries, as a result
        of, and after meeting the requirements for, either (w) Normal Retirement,
        (x)
        Early Retirement, or (y) Early Retirement due to Disability, as the case
        may
        be.  On the third anniversary of the first day of the calendar month
        next following the Qualified Person’s Retirement, and on each third year
        anniversary thereafter, while the Qualified Person (or Designated Beneficiary)
        is receiving an Annual Pension Benefit, the Qualified Person’s Annual Pension
        Benefit will be adjusted for the increase in an appropriate Consumer Price
        Index
        (“CPI”).

       

      4.  Normal
        Retirement.  An individual who has met the minimum Years
        of Employment requirement (10 years) and who has met the Corporate Officer
        requirement (serving 5 years as a Corporate Officer out of the last ten (10)
        Years of Employment by the Company) set forth in Section 2 may separate from
        service at any time after reaching age 65 (“Normal Retirement”) and
        commence receiving an Annual Pension Benefit.  Years of Employment
        completed, and annual base salary and/or Annual Pension Earnings paid, after
        age
        65 but prior to separation from service will be taken into account.

       

      5.  Disqualification.  An
        individual (and such individual’s Designated Beneficiary) will be disqualified
        from receiving benefits under the Plan (and any and all benefits or rights
        shall
        be forfeited, and any payment of an Annual Pension Benefit will immediately
        cease, with respect to such individual and/or Designated
        Beneficiary):

       

      (a)  If
        the person’s employment with Dillard’s, Inc. or any of its subsidiaries is
        terminated for dishonesty or criminal offense against Dillard’s, Inc. or any of
        its subsidiaries; or

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)  If,
        any time after termination of employment with Dillard’s, Inc. and its
        subsidiaries for any reason, the person performs services for or directly
        or
        indirectly receives remuneration of any kind (except stock dividend or interest
        income) from a business which is competitive with or comparable to the business
        of Dillard’s, Inc. or any of its subsidiaries.

       

      Notwithstanding
        the foregoing, following a Change in Control, the provisions of this Section
        5
        shall cease to apply.

       

      6.  Early
        Retirement.  An individual who has met the minimum Years
        of Employment requirement (15 years) and who has met the Corporate Officer
        requirement (serving 5 years as a Corporate Officer out of the last ten (10)
        Years of Employment by the Company) set forth in Section 2 may separate from
        service at any time after reaching age 55 and prior to reaching age 65
        (“Early Retirement”) and commence receiving an Annual Pension Benefit;
provided that the Annual Pension Benefit of a Qualified Person who takes
        Early Retirement will be reduced by 2-1/2% for each year or partial year
        between
        the Qualified Person's 65th birthday
        and the
        Qualified Person’s attained age upon Early Retirement; and provided further
        that, if a Qualified Person takes Early Retirement under this Section 6 when
        the Qualified Person is not a Corporate Officer, the Qualified Person’s Annual
        Pension Benefit will be reduced by 2-1/2% for each year or partial year between
        the Qualified Person’s 65th birthday and the date the Qualified Person was no
        longer a Corporate Officer.

       

      7.  Early
        Retirement - Disability.  An individual who has met the
        minimum Years of Employment requirement (15 years) and who has met the Corporate
        Officer requirement (serving 5 years as a Corporate Officer out of the last
        ten
        (10) Years of Employment by the Company) set forth in Section 2 may separate
        from service due to a Disability prior to reaching age 65 (“Early Retirement
        due to Disability”) and commence receiving an Annual Pension Benefit,
        unreduced for age under 65.  A person shall be considered to have a
“Disability” if such person is determined by the Administrative Committee
        to be unable to perform the majority of the substantial and material duties
        of
        such person’s occupation with the Company by reason of any medically
        determinable physical or mental impairment that can be expected to result
        in
        death or can be expected to last for a continuous period of not less than
        12
        months.  In making its determination the Administrative Committee may
        require a physical examination by a physician chosen by the Administrative
        Committee.

       

      8.  Death
        Benefits.

       

      (a)  In
        the event of the death of a Qualified Person after such person’s Retirement and
        commencement of benefits under the Plan but prior to the fifth anniversary
        of
        the first day of the calendar month next following such Qualified Person’s
        Retirement, the Designated Beneficiary of such Qualified Person will continue
        to
        receive the monthly Annual Pension Benefit, in the same amount the Qualified
        Person would have received, until the fifth anniversary of the first day
        of the
        calendar month next following the Qualified Person’s
        Retirement.  Thereafter, all payments of an Annual Pension Benefit,
        and all benefits under the Plan, in respect of such Qualified Person and
        Designated Beneficiary shall cease.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)  In
        the event of the death of a person who has otherwise satisfied all of the
        requirements for Early Retirement, Early Retirement due to Disability or
        Normal
        Retirement, as the case may be, prior to such person’s death, but who has not
        yet commenced receiving benefits under the Plan, the Designated Beneficiary
        of
        such Qualified Person will be paid the monthly Annual Pension Benefit, in
        the
        same amount the Qualified Person would have received had such person’s Early
        Retirement, Early Retirement due to Disability or Normal Retirement, as the
        case
        may be, occurred on the date of such person’s death, until the fifth anniversary
        of the first day of the calendar month next following such person’s
        death.  Thereafter, all payments of an Annual Pension Benefit, and all
        benefits under the Plan, in respect of such Qualified Person and Designated
        Beneficiary shall cease.

       

      (c)  In
        the event of the death of a Qualified Person after such person’s Retirement and
        commencement of benefits under the Plan and after the fifth anniversary of
        the
        first day of the calendar month next following such Qualified Person’s
        Retirement, all payments of an Annual Pension Benefit, and all benefits under
        the Plan, in respect of such Qualified Person shall cease, and no Designated
        Beneficiary shall be entitled to any benefits or amounts under the
        Plan.

       

      (d)  A
        “Designated Beneficiary” shall mean the person designated by the
        Qualified Person on a form approved by the Administrative Committee, and
        filed
        with the Administrative Committee prior to the date of death.  If more
        than one designation has been made, the most recent form will be
        followed.  If no valid form is on file with the Administrative
        Committee, or if the Qualified Person has not completed a designation, then
        the
        Designated Beneficiary shall be the Qualified Person’s spouse, if then living,
        or if not, then the Qualified Person’s estate.

       

      9.  Change
        in Control.  Subject to Section 10, (x) in the event a
        Change in Control occurs following a Qualified Person’s Retirement or death, the
        then Present Value of the Annual Pension Benefit such Qualified Person (or
        his
        or her Designated Beneficiary, as the case may be) would otherwise be entitled
        to receive following such Change in Control will be paid to such Qualified
        Person (or his or her Designated Beneficiary) in a lump sum payment no later
        than sixty (60) days following such Change in Control, (y) in the event a
        Change
        in Control occurs prior to a person’s separation from service but following his
        or her satisfaction of all of the qualification requirements for Early
        Retirement, Early Retirement due to Disability or Normal Retirement under
        the
        Plan, the then Present Value of the Annual Pension Benefit such person would
        have been entitled to receive had such person’s Early Retirement, Early
        Retirement due to Disability or Normal Retirement, as the case may be, occurred
        on the date of the Change in Control will be paid to such person in a lump
        sum
        payment no later than sixty (60) days following such Change in Control, and
        (z)
        in the event a Change in Control occurs and on the date of such Change in
        Control a person either (A) is a Corporate Officer or (B) is employed by
        the
        Company or a subsidiary thereof and was formerly a Corporate Officer but
        has not
        satisfied all of the qualification requirements for Early Retirement, Early
        Retirement due to Disability or Normal Retirement under the Plan, the then
        Present Value of the Adjusted Annual Pension Benefit determined as of the
        date
        of the Change in Control will be paid to such person in a lump sum payment
        no
        later than sixty (60) days following such Change in Control.  The
“Adjusted Annual Pension Benefit” means the Annual Pension Benefit
        determined as of the date of the Change in Control reduced by 21⁄2% for each year
        or partial year between the person’s 65th birthday
        and the
        person’s attained age on the date of the Change in Control (or, if the person is
        not a Corporate Officer on the date of such Change in Control, the Qualified
        Person’s attained age on the date the Qualified Person was no longer a Corporate
        Officer).  Only one Change in Control can occur under the Plan, and,
        except as expressly set forth in this Section 9, following
        a Change in Control no further payments shall be made pursuant to the Plan
        and
        no further benefits or rights shall accrue under the Plan with respect to
        any
        person.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      A
        “Change in Control” means the occurrence, after the date of this
        amendment and restatement, of any of the following events:

       

      [(a)  Any
        one person, or more than one person acting as a Group (defined below), acquires
        ownership of common stock of Dillard’s, Inc. that, together
        with  common stock held by such person or Group, constitutes more than
        50 percent of the total fair market value or total voting power of
        the  common stock of Dillard’s, Inc., whether by direct sale, merger,
        consolidation, share exchange or other form of corporate
        reorganization;

       

      (b)  Any
        one person, or more than one person acting as a Group (defined below), acquires
        ownership of Class
        B common stock of Dillard’s, Inc. that, together with Class
        B common stock held by such person or Group, constitutes more than 50
        percent of the total fair market value or total voting power of the Class
        B common stock of Dillard’s, Inc., whether by direct sale, merger,
        consolidation, share exchange or other form of corporate
        reorganization;

       

      (c)  A
        majority of
        the members of the Dillard’s, Inc. Board of Directors is replaced during
        any 12-month period by Directors whose appointment or election is not endorsed
        by a majority of the members of the Dillard’s, Inc. Board of Directors before
        the date of the appointment or election; or

       

      (d)  Any
        one person, or more than one person acting as a Group, acquires (or has acquired
        during the 12-month period ending on the date of the most recent acquisition
        by
        such person or Group) assets from Dillard’s, Inc. or any of its subsidiaries
        that have a total gross fair market value equal to or more than 80 percent
        of
        the total gross fair market value of all of the assets of Dillard’s, Inc.
        immediately before such acquisition or acquisitions (and for this purpose,
        gross
        fair market value means the value of the assets of Dillard’s, Inc., or the value
        of the assets being disposed of, determined without regard to any liabilities
        associated with such assets);

       

      excluding,
        however, in each case of clauses (a), (b) or (c), any sales, dispositions
        or transfers to, or acquisitions by, (i) any partnership or other entity
        of
        which more
        than 50 percent of the total fair market value or total voting power of
        the ownership interest is directly or indirectly controlled by Dillard’s,
        Inc., or (ii)
        the descendents of William Dillard or any spouse of any such descendants
        or any
        partnership or other entity controlled directly or indirectly by any such
        persons or any trust for the benefit of any such persons, it being the intent
        that no Change in Control shall be deemed to have occurred as a result of
        any
        such sale, disposition, transfer or acquisition described in clauses (a),
        (b) or
        (c) of this Section 9;
        and provided, however, that in all cases such event also satisfies the
        requirements to be a “change in ownership of a corporation” or a “change in the
        effective control of a corporation” within the meaning of Code Section 409A and
        the related regulations thereunder.  For this purpose, persons
        will be considered to be acting as a “Group” if they are owners of a
        corporation that enters into a merger, consolidation, purchase or acquisition
        of
        stock, or similar business transaction with Dillard’s, Inc.  For this
        purpose, if a person, including an entity, owns stock in both corporations
        that
        enter into a merger, consolidation, purchase or acquisition of stock, or
        similar
        transaction, such shareholder is considered to be acting as a Group with
        other
        shareholders only with respect to the ownership in that corporation before
        the
        transaction giving rise to the change and not with respect to the ownership
        interest in the other corporation.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Present
        Value” shall mean the lump sum value determined by using the interest rate
        determined under Code Section 417(e) for the month of December preceding
        the
        calendar year in which the Change in Control occurs and by using for
        post-retirement mortality the 1994 Group Annuity Reserving Mortality Table
        projected to 2002 based on a fixed blend of 50% the unloaded male mortality
        rates and 50% of the unloaded female mortality rates.  No
        pre-retirement mortality factor shall be taken into account.  Such
        present value calculation shall be made with the three-year adjustment for
        CPI
        set forth in Section 3 based upon the assumption used for future CPI increases
        in the determination of pension expense for financial accounting purposes
        for
        the Fiscal Year immediately preceding the date of the Change in
        Control.

       

      10.  Maximum
        Payment upon a Change in Control.  Notwithstanding any
        provision in this Plan to the contrary, in the event the Company determines
        that
        part or all of the lump sum payment to a person pursuant to Section 9
        constitutes a “parachute payment” under Section 280G(b)(2) of the Code, then, if
        the aggregate present value of such parachute payment, singularly or together
        with the aggregate present value of any consideration, compensation or benefits
        to be paid to the person under any other plan, arrangement or agreement which
        constitute “parachute payments” (collectively, the “Parachute Amount”)
        exceeds 2.99 times the person’s “base amount” under Section 280G(b)(3) of the
        Code (the “Base Amount”), the amounts constituting “parachute payments”
which would otherwise be payable to or for the benefit of the person
        under this
        Plan shall be reduced to the extent necessary so that the Parachute Amount
        is
        equal to 2.99 times the person’s Base Amount.

       

      11.  Delay
        in Payment to Specified Employees.  Notwithstanding any
        provision in this Plan to the contrary, in accordance with IRC Section 409A
        and
        the regulations promulgated thereunder, if, at the time of a Qualified Person’s
        Retirement, such Qualified Person is a “Specified Employee” and the deferral of
        the commencement of any payments otherwise payable hereunder as the result
        of
        such Retirement is necessary in order to prevent any accelerated or additional
        tax under IRC Section 409A, then, unless such payment is made due to death
        or a
        Change in Control, Dillard’s, Inc. will defer the commencement of payment of the
        Qualified Person’s Annual Pension Benefit until the first day of the seventh
        calendar month following the date upon which such Specified Employee’s
        Retirement occurs (or the earliest date as is permitted under IRC Section
        409A).  The payment for the seventh month shall include the six
        monthly installments of the Annual Pension Benefit that would have been paid
        over the prior six months but for this provision.  A Specified
        Employee means an employee of Dillard’s, Inc. or its subsidiaries who, as of the
        date of the employee’s separation from service, is a “key employee,”
provided that as of the date of the employee’s separation from service,
        the stock of Dillard’s, Inc. is publicly traded on an established securities
        market or otherwise.  If a person is a “key employee” pursuant to the
        requirements of IRC Section 416(i)(1)(A)(i), (ii), or (iii) (applied in
        accordance with the regulations thereunder and disregarding IRC Section
        416(i)(5)) at any time during a 12-month period ending on December 31, then
        such
        person shall be treated as a key employee for the 12-month period beginning
        on
        the immediately following April 1.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      12.  Administrative
        Committee.  The administration of the Plan, the exclusive
        and discretionary power to determine eligibility for benefits, to decide
        any
        disputes arising under the Plan, to interpret the terms of the Plan, and
        the
        responsibility for carrying out the Plan's provisions shall be vested in
        the
        Administrative Committee, which shall consist of at least three members any
        or
        all of whom may be, but need not be, employees of Dillard’s, Inc. or any of its
        subsidiaries.  In exercising any discretion under the Plan, the
        Administrative Committee shall have sole, absolute and discretionary authority,
        final and binding on all affected persons, to the maximum extent permitted
        by
        applicable law.  The Executive Committee of the Dillard’s, Inc. Board
        of Directors shall appoint the Administrative Committee members and have
        the
        power of removal and substitution.  The Administrative Committee shall
        serve as the Plan's administrator as defined in the Employee Retirement Income
        Security Act of 1974, as amended (“ERISA”).  The Administrative
        Committee shall designate among themselves a chairman and vice chairman of
        the
        Administrative Committee and the chairman shall designate a
        secretary.  Any Administrative Committee member may resign by
        notifying the Executive Committee of the Dillard’s, Inc. Board of Directors and
        the Administrative Committee in writing.  The Administrative Committee
        shall establish rules for administration of the Plan and transaction of its
        business.  The Administrative Committee shall hold meetings and
        determine the notice, place and time of each.  Subject to Section
        13(a), a majority of its members shall constitute a quorum, and decisions
        with a
        quorum present shall be by majority vote.  The decisions of the
        Administrative Committee as to interpretation and application of the Plan
        shall
        be final and binding.  The action of a majority expressed in writing
        without a meeting shall constitute the action of the Administrative Committee
        and shall have the same effect as if consented to by every Administrative
        Committee member.  Nothing in this Section 12 shall prohibit a member
        of the Administrative Committee from serving as such in addition to being
        an
        officer, employee, agent or other representative of Dillard’s, Inc. or any of
        its subsidiaries.  Dillard’s, Inc. shall indemnify each Administrative
        Committee member and any other employee of Dillard’s, Inc. or any of its
        subsidiaries involved in the administration of the Plan against all costs,
        expenses and liabilities, including reasonable attorney's fees incurred in
        connection with any action, suit or proceeding instituted against him while
        acting in good faith in discharging his duties with respect to the
        Plan.  This indemnification is limited to the amount of such costs and
        expenses that are not otherwise covered under insurance now or hereafter
        provided by Dillard’s, Inc. or one of its subsidiaries.

       

      13.  Claim
        Procedure.

       

      (a)  A
        person who believes that he or she is entitled to a benefit or a different
        benefit under the Plan than the one determined by the Administrative Committee
        shall have the right to file with the Administrative Committee a written
        notice
        of claim.  The Administrative Committee shall either grant or deny
        such claim within 90 days after receipt of such written notice of claim (or
        within such other period as may mutually be agreed to by the person and the
        Administrative Committee), unless special circumstances require an extension
        of
        time of up to an additional 90 days for processing the claim and appropriate
        notice of such extension is given; provided, however, that any delay on
        the part of the Administrative Committee in arriving at a decision shall
        not
        adversely affect benefits payable under a granted claim.  Such claim
        under this Section 13(a) shall be filed with, and such review shall be performed
        by, the Secretary of the Administrative Committee.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)  Any
        person who makes a claim that is denied shall have the right to appeal the
        denial of his claim to the Administrative Committee for a full review at
        any
        time within 60 days after the claimant receives written notice of such
        denial.  Such appeal under this Section 13(b) shall be filed with and
        such review shall be performed by the “Appeals Committee” of the Administrative
        Committee, which for these purposes shall be the full Administrative
        Committee.  The final decision of the Administrative Committee shall
        be made not later than 60 days after its receipt from the claimant of a request
        for review, unless special circumstances, such as the need to hold a hearing,
        require an extension of time for processing, in which case a decision shall
        be
        made as soon as possible but not later than 120 days after receipt of a request
        for review.  Such decision shall be made in writing and shall be final
        and binding on the claimant.

       

      14.  Miscellaneous.

      


      (a)  Unfunded
        Plan.  The Plan is intended to be an unfunded plan which
        is maintained primarily for the purpose of providing deferred compensation
        for a
        select group of management or highly compensated employees for purposes of
        Title
        I of ERISA.  The Plan is not intended to qualify as a tax-qualified
        pension plan or an eligible deferred compensation plan for purposes of IRC
        Section 401(a).  Any right of any person or Designated Beneficiary to
        receive a benefit under the Plan shall constitute an unsecured claim against
        the
        general assets of Dillard’s, Inc. and its subsidiaries, no greater than the
        right of any unsecured creditor, and no Person or Designated Beneficiary
        shall
        have, by reason of the Plan, any right, title or interest of any kind in
        any
        property or specific assets of Dillard’s, Inc. or any of its
        subsidiaries.

      


      (b)  Amendment
        or Termination.  The Plan may be amended, including an
        amendment terminating the Plan, in whole or in part, at any time by the Board
        of
        Directors of Dillard’s, Inc.  However, from and after a Change in
        Control, no such amendment may adversely affect the benefits accrued to the
        date
        of such amendment by any person without the affected person’s
        consent.

      


      (c)  Compliance
        with Section 409A of the Code.  This Plan shall be
        interpreted in accordance with Section 409A of the Code and Department of
        Treasury regulations and other interpretative guidance issued
        thereunder.  Notwithstanding any provision of the Plan to the
        contrary, in the event that the Administrative Committee determines that
        any
        amounts payable hereunder will be taxable to a  person under Section
        409A of the Code and related Department of Treasury guidance prior to payment
        to
        such person of such amount, the Administrative Committee may (a) adopt such
        amendments to the Plan and appropriate policies and procedures, including
        amendments and policies with retroactive effect, that the Administrative
        Committee determines necessary or appropriate to preserve the intended tax
        treatment of the benefits provided by the Plan and/or (b) take such other
        actions as the Administrative Committee determines necessary or appropriate
        to
        avoid the imposition of an additional tax under Section 409A of the
        Code.  The Administrative Committee shall implement the provisions of
        this Section 14(c) in good faith; provided, that neither
        Dillard’s, Inc., the Administrative Committee, nor any of Dillard’s, Inc.’s or
        any of its subsidiaries’ employees or representatives shall have any liability
        to any persons or any Designated Beneficiary with respect to this
        Section.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      (d)  Non-Alienation
        of Benefits.  No benefit payable under the Plan shall be
        subject in any manner by the Qualified Person or Designated Beneficiary or
        creditors of any of them to anticipation, alienation, sale, transfer,
        assignment, pledge, encumbrance, attachment or garnishment.

      


      (e)  Withholding.  All
        distributions and benefits under the Plan shall be subject to applicable
        withholding, including for federal, state and local income and employment
        taxes.  Dillard’s, Inc. shall have the right to withhold taxes from
        any payments made under the Plan or to make such other arrangements as it
        deems
        necessary or appropriate to satisfy its withholding obligations, including
        the
        right of Dillard’s, Inc. or a subsidiary to withhold from any amounts otherwise
        payable by Dillard’s, Inc. or a subsidiary to the affected Qualified Person or
        Designated Beneficiary on such terms and conditions as Dillard’s, Inc. shall
        prescribe.

      


      (f)  Limitation
        of Rights.  The establishment and maintenance of the Plan
        shall not be deemed to constitute a contract of employment, and nothing herein
        contained shall be deemed to give to any person the right to be retained
        in the
        employ of Dillard’s, Inc. or any of its subsidiaries, or to interfere with the
        right of Dillard’s, Inc. or any of its subsidiaries to discharge any person at
        any time or to terminate the Plan in accordance with Section 14(b)
        above.

      


      (g)  Severability.  If
        a court of competent jurisdiction holds any provision of the Plan to be invalid
        or unenforceable, the remaining provisions of the Plan shall continue to
        be
        fully effective.

      


      (h)  Construction.  The
        Plan shall be construed in accordance with and governed by the laws of the
        State
        of Arkansas, except as may be preempted by ERISA or other federal
        law.  Headings and subheadings of the Plan have been inserted for
        convenience.   This Plan document contains the all of the terms
        and conditions of the Plan.  There are no other restrictions,
        agreements, promises, warranties or covenants with respect to the Plan other
        than those expressly set forth herein.  The failure of Dillard’s, Inc.
        or the Administrative Committee to insist upon strict adherence to any term
        of
        the Plan shall not be considered a waiver of any right to thereafter insist
        on
        strict adherence to that term or any other term of the Plan.