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 65
th
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 2½% for each year
or partial year between the person’s 65
th
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.