-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qt3fqRgV6q/97SPyN0eImXDrdqxCbyjg6u+yJF6amNL78trWaFSfeNL5kIFV5EWF cARpZ5heh6v9QoHnqqVTUw== 0000028917-98-000013.txt : 19980806 0000028917-98-000013.hdr.sgml : 19980806 ACCESSION NUMBER: 0000028917-98-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 19980730 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980805 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DILLARDS INC CENTRAL INDEX KEY: 0000028917 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 710388071 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06140 FILM NUMBER: 98677163 BUSINESS ADDRESS: STREET 1: 1600 CANTRELL RD CITY: LITTLE ROCK STATE: AR ZIP: 72201 BUSINESS PHONE: 5013765200 FORMER COMPANY: FORMER CONFORMED NAME: DILLARD DEPARTMENT STORES INC DATE OF NAME CHANGE: 19920703 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ FORM 8-K CURRENT REPORT _______________________ PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 30, 1998 DATE OF REPORT (Date of earliest event reported) DILLARD'S, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-6140 71-0388071 (State or other (Commission (IRS Employer jurisdiction of incorporation) File Number) Identification Number) 1600 Cantrell Road, Little Rock, Arkansas 72201 (Address of principal executive offices) (Zip Code) (501) 376-5200 (Registrant's telephone number, including area code) Item 5. Other Events Pursuant to the terms and conditions of certain Terms Agreements between Registrant and Morgan Stanley dated July 30, 1998, Registrant will issue on or about August 7, 1998 its $200,000,000 aggregate principal amount of 6.43% Notes due 2004, $100,000,000 aggregate principal amount of 6.69% Notes due 2007, $200,000,000 aggregate principal amount of the 7.13% Debentures due 2018, $100,000,000 aggregate principal amount of the 6.08% REset Put Securities due 2010, $100,000,000 aggregate principal amount of the 6.17% REset Put Securities due 2011, $150,000,000 aggregate principal amount of the 6.31% REset Put Securities due 2012 and $150,000,000 aggregate principal amount of the 6.39% REset Put Securities due 2013. Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit 1(a) Terms Agreement dated July 30, 1998 between Dillard's, Inc. ("Dillard's") and Morgan Stanley & Co. Incorporated, as representative of the Underwriters named in the Terms Agreement ("Morgan Stanley"), relating to the 6.43% Notes due 2004 Exhibit 1(b) Terms Agreement dated July 30, 1998 between Dillard's and Morgan Stanley, relating to the 6.69% Notes due 2007 Exhibit 1(c) Terms Agreement dated July 30, 1998 between Dillard's and Morgan Stanley, relating to the 7.13% Debentures due 2018 Exhibit 1(d) Terms Agreement dated July 30, 1998 between Dillard's and Morgan Stanley, relating to the 6.08% REset Put Securities due 2010 Exhibit 1(e) Terms Agreement dated July 30, 1998 between Dillard's and Morgan Stanley, relating to the 6.17% REset Put Securities due 2011 Exhibit 1(f) Terms Agreement dated July 30, 1998 between Dillard's and Morgan Stanley, relating to the 6.31% REset Put Securities due 2012 Exhibit 1(g) Terms Agreement dated July 30, 1998 between Dillard's and Morgan Stanley, relating to the 6.39% REset Put Securities due 2013 Exhibit 4(a) Form of 6.43% Notes due 2004 Exhibit 4(b) Form of 6.69% Notes due 2007 Exhibit 4(c) Form of 7.13% Debentures due 2018 Exhibit 4(d) Form of 6.08% REset Put Securities due 2010 Exhibit 4(e) Form of 6.17% REset Put Securities due 2011 Exhibit 4(f) Form of 6.31% REset Put Securities due 2012 Exhibit 4(g) Form of 6.39% REset Put Securities due 2013 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DILLARD'S, INC. (Registrant) By: /s/ Steven K. Nelson Steven K. Nelson Vice President Date: August 4, 1998 Exhibit Index Exhibits to Form 8-K Number in Exhibit Table Exhibit Exhibit 1(a) Terms Agreement dated July 30, 1998 between Dillard's, Inc. ("Dillard's") and Morgan Stanley & Co. Incorporated, as representative of the Underwriters named in the Terms Agreement ("Morgan Stanley"), relating to the 6.43% Notes due 2004 Exhibit 1(b) Terms Agreement dated July 30, 1998 between Dillard's and Morgan Stanley, relating to the 6.69% Notes due 2007 Exhibit 1(c) Terms Agreement dated July 30, 1998 between Dillard's and Morgan Stanley, relating to the 7.13% Debentures due 2018 Exhibit 1(d) Terms Agreement dated July 30, 1998 between Dillard's and Morgan Stanley, relating to the 6.08% REset Put Securities due 2010 Exhibit 1(e) Terms Agreement dated July 30, 1998 between Dillard's and Morgan Stanley, relating to the 6.17% REset Put Securities due 2011 Exhibit 1(f) Terms Agreement dated July 30, 1998 between Dillard's and Morgan Stanley, relating to the 6.31% REset Put Securities due 2012 Exhibit 1(g) Terms Agreement dated July 30, 1998 between Dillard's and Morgan Stanley, relating to the 6.39% REset Put Securities due 2013 Exhibit 4(a) Form of 6.43% Notes due 2004 Exhibit 4(b) Form of 6.69% Notes due 2007 Exhibit 4(c) Form of 7.13% Debentures due 2018 Exhibit 4(d) Form of 6.08% REset Put Securities due 2010 Exhibit 4(e) Form of 6.17% REset Put Securities due 2011 Exhibit 4(f) Form of 6.31% REset Put Securities due 2012 Exhibit 4(g) Form of 6.39% REset Put Securities due 2013 EX-1.A 2 DILLARD'S, INC. ("Company") Debt Securities TERMS AGREEMENT July 30, 1998 Dillard's, Inc. 1600 Cantrell Road Little Rock, Arkansas 72201 Attention: Vice President and Treasurer Dear Sirs: On behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, we offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement Basic Provisions filed as an exhibit to the Company's registration statement on Form S-3 (No. 333-59183) ("Underwriting Agreement"), the following securities ("Securities") to be issued under an indenture, dated as of May 15, 1988, as supplemented by a First Supplemental Indenture dated as of December 16, 1988, a Second Supplemental Indenture dated as of September 14, 1990, and a Third Supplemental Indenture dated as of August 3, 1998, between the Company and The Chase Manhattan Bank, as Trustee, on the following terms: Title: 6.43% Notes Due 2004 Aggregate Principal Amount: $200,000,000 Interest: 6.43% per annum, from August 7, 1998, payable semiannually on February 1 and August 1 and commencing February 1, 1999, to holders of record on the preceding January 15 or July 15, as the case may be. Maturity: August 1, 2004. Redemption: No provisions for redemption except for upon the occurrence of a Merger Termination Event, as such term is described in the Prospectus. Purchase Price: 99.342% of the principal amount of the Securities, plus accrued interest from August 7, 1998, if any. Expected Reoffering Price: 99.967% of the principal amount of the Securities, plus accrued interest from August 7, 1998, if any. Specified Funds for Payment of Purchase Price: Federal (same-day) funds. Closing Date: 10:00 A.M. on August 7, 1998, at the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10017. Name and Address of Representatives: Morgan Stanley & Co. Incorporated 1585 Broadway, Second Floor New York, New York 10036 The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto. It is understood that we may, with your consent, amend this offer to add additional Underwriters and reduce the aggregate principal amount to be purchased by the Underwriters listed in Schedule A hereto by the aggregate principal amount to be purchased by such additional Underwriters. The provisions of the Underwriting Agreement are incorporated herein by reference. The Securities will be made available for checking and packaging at the office of Morgan Stanley & Co. Incorporated at least 24 hours prior to the Closing Date. Please signify your acceptance of our offer by signing the enclosed response to us in the space provided and returning it to us. Very truly yours, MORGAN STANLEY & CO. INCORPORATED On behalf of themselves and as Representatives of the Several Underwriters By Morgan Stanley & Co. Incorporated By /s/ Harold J. Hendershott III Name: Harold J. Hendershott III Title: Vice President SCHEDULE A Principal Underwriter Amount Morgan Stanley & Co. Incorporated $100,000,000 Chase Securities Inc. $100,000,000 Total. . . . . . . . . . . . . . . . . . . . . . $200,000,000 ============= To: Morgan Stanley & Co. Incorporated As Representatives of the Several Underwriters, c/o Morgan Stanley & Co. Incorporated 1585 Broadway, Second Floor New York, New York 10036 We accept the offer contained in your letter dated July 30, 1998, relating to $200,000,000 principal amount of our 6.43% Notes Due 2004. We also confirm that, to the best of our knowledge after reasonable investigation, the representations and warranties of the undersigned in the Underwriting Agreement filed as an exhibit to the undersigned's registration statement on Form S-3 (No. 333-59183) ("Underwriting Agreement") are true and correct, no stop order suspending the effectiveness of the Registration Statement (as defined in the Underwriting Agreement) or of any part thereof has been issued and no proceedings for that purpose have been instituted or, to the knowledge of the undersigned, are contemplated by the Securities and Exchange Commission and, subsequent to the respective dates of the most recent financial statements in the Prospectus (as defined in the Underwriting Agreement), there has been (or in the case of a form of prospectus filed pursuant to Rule 424(b)(1) or (4) there will be, as of the date of such prospectus) no material adverse change in the financial position or results of operations of the undersigned and its subsidiaries except as set forth in or contemplated by the Prospectus. Very truly yours, DILLARD'S, INC. By /s/ James I. Freeman Name: James I. Freeman Title: Senior Vice President and Chief Financial Officer EX-1.B 3 DILLARD'S, INC. ("Company") Debt Securities TERMS AGREEMENT July 30, 1998 Dillard's, Inc. 1600 Cantrell Road Little Rock, Arkansas 72201 Attention: Vice President and Treasurer Dear Sirs: On behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, we offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement Basic Provisions filed as an exhibit to the Company's registration statement on Form S-3 (No. 333-59183) ("Underwriting Agreement"), the following securities ("Securities") to be issued under an indenture, dated as of May 15, 1988, as supplemented by a First Supplemental Indenture dated as of December 16, 1988, a Second Supplemental Indenture dated as of September 14, 1990, and a Third Supplemental Indenture dated as of August 3, 1998, between the Company and The Chase Manhattan Bank, as Trustee, on the following terms: Title: 6.69% Notes Due 2007 Aggregate Principal Amount: $100,000,000 Interest: 6.69% per annum, from August 7, 1998, payable semiannually on February 1 and August 1 and commencing February 1, 1999, to holders of record on the preceding January 15 or July 15, as the case may be. Maturity: August 1, 2007. Redemption: No provisions for redemption except for upon the occurrence of a Merger Termination Event, as such term is described in the Prospectus. Purchase Price: 99.318% of the principal amount of the Securities, plus accrued interest from August 7, 1998, if any. Expected Reoffering Price: 99.968% of the principal amount of the Securities, plus accrued interest from August 7, 1998, if any. Specified Funds for Payment of Purchase Price: Federal (same-day) funds. Closing Date: 10:00 A.M. on August 7, 1998, at the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10017. Name and Address of Representatives: Morgan Stanley & Co. Incorporated 1585 Broadway, Second Floor New York, New York 10036 The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto. Morgan Stanley & Co. Incorporated will reimburse the Company for certain expenses in the amount of $25,000. It is understood that we may, with your consent, amend this offer to add additional Underwriters and reduce the aggregate principal amount to be purchased by the Underwriters listed in Schedule A hereto by the aggregate principal amount to be purchased by such additional Underwriters. The provisions of the Underwriting Agreement are incorporated herein by reference. The Securities will be made available for checking and packaging at the office of Morgan Stanley & Co. Incorporated at least 24 hours prior to the Closing Date. Please signify your acceptance of our offer by signing the enclosed response to us in the space provided and returning it to us. Very truly yours, MORGAN STANLEY & CO. INCORPORATED On behalf of themselves and as Representatives of the Several Underwriters By Morgan Stanley & Co. Incorporated By /s/ Harold J. Hendershott III Name: Harold J. Hendershott III Title: Vice President SCHEDULE A Principal Underwriter Amount Morgan Stanley & Co. Incorporated $50,000,000 Chase Securities Inc. $50,000,000 Total. . . . . . . . . . . . . . . . . . . . . . $100,000,000 ========= To: Morgan Stanley & Co. Incorporated As Representatives of the Several Underwriters, c/o Morgan Stanley & Co. Incorporated 1585 Broadway, Second Floor New York, New York 10036 We accept the offer contained in your letter dated July 30, 1998, relating to $100,000,000 principal amount of our 6.69% Notes Due 2007. We also confirm that, to the best of our knowledge after reasonable investigation, the representations and warranties of the undersigned in the Underwriting Agreement filed as an exhibit to the undersigned's registration statement on Form S-3 (No. 333-59183) ("Underwriting Agreement") are true and correct, no stop order suspending the effectiveness of the Registration Statement (as defined in the Underwriting Agreement) or of any part thereof has been issued and no proceedings for that purpose have been instituted or, to the knowledge of the undersigned, are contemplated by the Securities and Exchange Commission and, subsequent to the respective dates of the most recent financial statements in the Prospectus (as defined in the Underwriting Agreement), there has been (or in the case of a form of prospectus filed pursuant to Rule 424(b)(1) or (4) there will be, as of the date of such prospectus) no material adverse change in the financial position or results of operations of the undersigned and its subsidiaries except as set forth in or contemplated by the Prospectus. Very truly yours, DILLARD'S, INC. By /s/ James I. Freeman Name: James I. Freeman Title: Senior Vice President and Chief Financial Officer EX-1.C 4 DILLARD'S, INC. ("Company") Debt Securities TERMS AGREEMENT July 30, 1998 Dillard's, Inc. 1600 Cantrell Road Little Rock, Arkansas 72201 Attention: Vice President and Treasurer Dear Sirs: On behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, we offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement Basic Provisions filed as an exhibit to the Company's registration statement on Form S-3 (No. 333-59183) ("Underwriting Agreement"), the following securities ("Securities") to be issued under an indenture, dated as of May 15, 1988, as supplemented by a First Supplemental Indenture dated as of December 16, 1988, a Second Supplemental Indenture dated as of September 14, 1990, and a Third Supplemental Indenture dated as of August 3, 1998, between the Company and The Chase Manhattan Bank, as Trustee, on the following terms: Title: 7.13% Debentures Due 2018 Aggregate Principal Amount: $200,000,000 Interest: 7.13% per annum, from August 7, 1998, payable semiannually on February 1 and August 1 and commencing February 1, 1999, to holders of record on the preceding January 15 or July 15, as the case may be. Maturity: August 1, 2018. Redemption: No provisions for redemption except for upon the occurrence of a Merger Termination Event, as such term is described in the Prospectus. Purchase Price: 99.125% of the principal amount of the Securities, plus accrued interest from August 7, 1998, if any. Expected Reoffering Price: 100% of the principal amount of the Securities, plus accrued interest from August 7, 1998, if any. Specified Funds for Payment of Purchase Price: Federal (same-day) funds. Closing Date: 10:00 A.M. on August 7, 1998, at the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10017. Name and Address of Representatives: Morgan Stanley & Co. Incorporated 1585 Broadway, Second Floor New York, New York 10036 The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto. It is understood that we may, with your consent, amend this offer to add additional Underwriters and reduce the aggregate principal amount to be purchased by the Underwriters listed in Schedule A hereto by the aggregate principal amount to be purchased by such additional Underwriters. The provisions of the Underwriting Agreement are incorporated herein by reference. The Securities will be made available for checking and packaging at the office of Morgan Stanley & Co. Incorporated at least 24 hours prior to the Closing Date. Please signify your acceptance of our offer by signing the enclosed response to us in the space provided and returning it to us. Very truly yours, MORGAN STANLEY & CO. INCORPORATED On behalf of themselves and as Representatives of the Several Underwriters By Morgan Stanley & Co. Incorporated By /s/ Harold J. Hendershott III Name: Harold J. Hendershott III Title: Vice President SCHEDULE A Principal Underwriter Amount Morgan Stanley & Co. Incorporated $100,000,000 Chase Securities Inc. $100,000,000 Total. . . . . . . . . . . . . . . . . . . . . . $200,000,000 ========= To: Morgan Stanley & Co. Incorporated As Representatives of the Several Underwriters, c/o Morgan Stanley & Co. Incorporated 1585 Broadway, Second Floor New York, New York 10036 We accept the offer contained in your letter dated July 30, 1998, relating to $200,000,000 principal amount of our 7.13% Debentures Due 2018. We also confirm that, to the best of our knowledge after reasonable investigation, the representations and warranties of the undersigned in the Underwriting Agreement filed as an exhibit to the undersigned's registration statement on Form S-3 (No. 333-59183) ("Underwriting Agreement") are true and correct, no stop order suspending the effectiveness of the Registration Statement (as defined in the Underwriting Agreement) or of any part thereof has been issued and no proceedings for that purpose have been instituted or, to the knowledge of the undersigned, are contemplated by the Securities and Exchange Commission and, subsequent to the respective dates of the most recent financial statements in the Prospectus (as defined in the Underwriting Agreement), there has been (or in the case of a form of prospectus filed pursuant to Rule 424(b)(1) or (4) there will be, as of the date of such prospectus) no material adverse change in the financial position or results of operations of the undersigned and its subsidiaries except as set forth in or contemplated by the Prospectus. Very truly yours, DILLARD'S, INC. By /s/ James I. Freeman Name: James I. Freeman Title: Senior Vice President and Chief Financial Officer EX-1.D 5 DILLARD'S, INC. $100,000,000 OF 6.08% RESET PUT SECURITIES DUE 2010 TERMS AGREEMENT July 30, 1998 Morgan Stanley & Co. Incorporated As Representatives of the Several Underwriters, c/o Morgan Stanley & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 Ladies and Gentlemen: Dillard's, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to Morgan Stanley & Co. Incorporated (the "Representative"), on behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, subject in all respects to the terms and conditions of the Underwriting Agreement Basic Provisions (the "Agreement"), U.S. $100,000,000 aggregate principal amount of its 6.08% REset Put Securities Due 2010 described in the Prospectus Supplement (as defined below). This agreement (this "Terms Agreement") is supplemental to the Agreement. The notes to be issued pursuant to this Terms Agreement are referred to herein as the "Notes". All terms used herein have the meanings given to them in the Agreement except as otherwise indicated. The following terms and conditions of the Notes are more extensively described in the Company's Prospectus Supplement, dated July 30, 1998, relating to the Notes (the "Prospectus Supplement"): Title: 6.08% REset Put Securities Due 2010 ("REPSSM")* Trade Date: July 30, 1998 Original Issue Date: August 7, 1998 Principal Amount: $100,000,000 Price to Public: 99.986% of Principal Amount, plus accrued interest, if any, from and including August 7, 1998 Purchase Price: 99.736% of Principal Amount, plus accrued interest, if any, from and including August 7, 1998 Consideration for Remarketing: The Representative will pay the Company $2,060,000 for the right to serve as Remarketing Dealer under the Remarketing Agreement Interest Rate: 6.08% Form: Book-Entry Only Interest Payment Dates: February 1 and August 1 of each year, commencing February 1, 1999 Maturity Date: August 1, 2010, subject to the purchase and repurchase rights referred to below Remarketing: The Notes may be purchased by the Remarketing Dealer prior to the Maturity Date, as described in the Prospectus Supplement under "Description of the Offered Securities-The Reps-Purchase by the Remarketing Dealer; Remarketing" Remarketing Dealer: Morgan Stanley & Co. Incorporated Repurchase by the Company: The Notes are subject to repurchase by the Company prior to the Maturity Date if the Notes are not purchased by the Remarketing Dealer, as described in the Prospectus Supplement under "Description of the Offered Securities-The Reps-Mandatory Repurchase by the Company" and "-Optional Repurchase by the Company" Purchase Date and Time: 10:00 a.m., New York time, on August 7, 1998 Place for Delivery of Notes and Simpson Thacher & Bartlett Payment Therefor: 425 Lexington Avenue New York, New York Method of Payment: Wire transfer of immediately available funds Name and Address of Morgan Stanley & Co. Representatives: Incorporated 1585 Broadway, 2nd Floor New York, NY 10036 The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto 1. On the terms and subject to the conditions of the Agreement and this Terms Agreement, the Company hereby agrees to issue the Notes, and the Representative agrees, on behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, to purchase from the Company, at a purchase price of 99.736% of principal amount of the Notes, plus accrued interest, if any, from and including August 7, 1998 (the "Purchase Price"), the entire principal amount of Notes. 2. As a condition precedent to the Representative's obligation to consummate the transaction referred to above, the Representative shall have received the following: (1) a letter from Friday Eldredge & Clark, counsel for the Company, to the effect set forth in Section 6(c) of the Agreement and such other legal matters as the Representative shall reasonably request; (2) a letter from counsel for the Representative, to the effect set forth in Section 4(b) of the Agreement, and such other legal matters as the Representative shall reasonably request; (3) a letter from Deloitte & Touche LLP to the effect set forth in Section 4(d) of the Agreement; and (4) a certificate of the Company dated as of August 7, 1998 to the effect set forth in Section 4(h) of the Agreement. 3. This Terms Agreement is subject to termination by the Representative as set forth in Section 10 of the Agreement. In the event of such termination, no party shall have any liability to any other party hereto, except as provided in Sections 5 and 7 of the Agreement and except for any direct liability arising before or in relation to such termination. 4. If at any time when a Prospectus is required by the Act to be delivered in connection with sales of the Notes (including any sale of the Notes by the Remarketing Dealer or the Representative or any of their affiliates in connection with remarketing), any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Representative or for the Company, to amend any Registration Statement or amend or supplement any Prospectus or Prospectus Supplement in order that such Prospectus or Prospectus Supplement will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend any Registration Statement or file a new registration statement or amend or supplement any Prospectus or issue a new prospectus, prospectus supplement or pricing supplement in order to comply with the requirements of the Act or the Commission's interpretations of the Act, the Company shall prepare and file with the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make any such Registration Statement or any such Prospectus or Prospectus Supplement comply with such requirements, or prepare and file any such new registration statement and prospectus as may be necessary for such purpose, and furnish to such Representative such number of copies of such amendment, supplement, prospectus or other document as they may reasonably request. In addition, the Company shall, in connection with any such sale of the applicable principal amount of Notes by the Representative or any of its affiliates in connection with remarketing, (i) execute and deliver or cause to be executed and delivered legal documentation (including a purchase agreement or underwriting agreement and registration rights agreement with customary indemnities, covenants, representations and warranties, comfort letters and legal opinions) in form and substance reasonably satisfactory to the Representative, (ii) provide promptly upon request updated consolidated financial statements to the date of its latest report filed with the Commission, and (iii) to the extent the Company and the Representative deem reasonably necessary for successful completion of the Coupon Reset Process, make available senior management of the Company for road show and one-on-one presentations. 5. All notices to the Representative pursuant to Section 11 of the Agreement shall be sent to Morgan Stanley & Co. Incorporated, 1585 Broadway, 3rd Floor, New York, New York 10036, Attention: DPG, Telephone: 212-761-2566, Telecopy: 212-761-0580. 6. This agreement is a Terms Agreement referred to in the Agreement and shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Representative. Very truly yours, DILLARD'S, INC. By: /s/ James I Freeman Name: James I. Freeman Title: Senior Vice President and Chief Financial Officer Accepted as of the date hereof: MORGAN STANLEY & CO. INCORPORATED On behalf of themselves and as Representatives of the Several Underwriters By Morgan Stanley & Co. Incorporated By: /s/ Harold J. Hendershott III Name: Harold J. Hendershott III Title: Vice President SCHEDULE A Principal Underwriter Amount Morgan Stanley & Co. Incorporated $50,000,000 Chase Securities Inc. $50,000,000 Total. . . . . . . . . . . . . . . . . . . $100,000,000 ========== _______________________________ * REPS is a service mark of Morgan Stanley Dean Witter & Co. EX-1.E 6 DILLARD'S, INC. $100,000,000 OF 6.17% RESET PUT SECURITIES DUE 2011 TERMS AGREEMENT July 30, 1998 Morgan Stanley & Co. Incorporated As Representatives of the Several Underwriters, c/o Morgan Stanley & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 Ladies and Gentlemen: Dillard's, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to Morgan Stanley & Co. Incorporated (the "Representative"), on behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, subject in all respects to the terms and conditions of the Underwriting Agreement Basic Provisions (the "Agreement"), U.S. $100,000,000 aggregate principal amount of its 6.17% REset Put Securities Due 2011 described in the Prospectus Supplement (as defined below). This agreement (this "Terms Agreement") is supplemental to the Agreement. The notes to be issued pursuant to this Terms Agreement are referred to herein as the "Notes". All terms used herein have the meanings given to them in the Agreement except as otherwise indicated. The following terms and conditions of the Notes are more extensively described in the Company's Prospectus Supplement, dated July 30, 1998, relating to the Notes (the "Prospectus Supplement"): Title: 6.17% REset Put Securities Due 2011 ("REPSSM")* Trade Date: July 30, 1998 Original Issue Date: August 7, 1998 Principal Amount: $100,000,000 Price to Public: 99.980% of Principal Amount, plus accrued interest, if any, from and including August 7, 1998 Purchase Price: 99.630% of Principal Amount, plus accrued interest, if any, from and including August 7, 1998 Consideration for Remarketing: The Representative will pay the Company $2,330,000 for the right to serve as Remarketing Dealer under the Remarketing Agreement Interest Rate: 6.17% Form: Book-Entry Only Interest Payment Dates: February 1 and August 1 of each year, commencing February 1, 1999 Maturity Date: August 1, 2011, subject to the purchase and repurchase rights referred to below Remarketing: The Notes may be purchased by the Remarketing Dealer prior to the Maturity Date, as described in the Prospectus Supplement under "Description of the Offered Securities-The Reps-Purchase by the Remarketing Dealer; Remarketing" Remarketing Dealer: Morgan Stanley & Co. Incorporated Repurchase by the Company: The Notes are subject to repurchase by the Company prior to the Maturity Date if the Notes are not purchased by the Remarketing Dealer, as described in the Prospectus Supplement under "Description of the Offered Securities-The Reps-Mandatory Repurchase by the Company" and "-Optional Repurchase by the Company" Purchase Date and Time: 10:00 a.m., New York time, on August 7, 1998 Place for Delivery of Notes and Simpson Thacher & Bartlett Payment Therefor: 425 Lexington Avenue New York, New York Method of Payment: Wire transfer of immediately available funds Name and Address of Morgan Stanley & Co. Representatives: Incorporated 1585 Broadway, 2nd Floor New York, NY 10036 The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto 1. On the terms and subject to the conditions of the Agreement and this Terms Agreement, the Company hereby agrees to issue the Notes, and the Representative agrees, on behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, to purchase from the Company, at a purchase price of 99.630% of principal amount of the Notes, plus accrued interest, if any, from and including August 7, 1998 (the "Purchase Price"), the entire principal amount of Notes. 2. As a condition precedent to the Representative's obligation to consummate the transaction referred to above, the Representative shall have received the following: (1) a letter from Friday Eldredge & Clark, counsel for the Company, to the effect set forth in Section 6(c) of the Agreement and such other legal matters as the Representative shall reasonably request; (2) a letter from counsel for the Representative, to the effect set forth in Section 4(b) of the Agreement, and such other legal matters as the Representative shall reasonably request; (3) a letter from Deloitte & Touche LLP to the effect set forth in Section 4(d) of the Agreement; and (4) a certificate of the Company dated as of August 7, 1998 to the effect set forth in Section 4(h) of the Agreement. 3. This Terms Agreement is subject to termination by the Representative as set forth in Section 10 of the Agreement. In the event of such termination, no party shall have any liability to any other party hereto, except as provided in Sections 5 and 7 of the Agreement and except for any direct liability arising before or in relation to such termination. 4. If at any time when a Prospectus is required by the Act to be delivered in connection with sales of the Notes (including any sale of the Notes by the Remarketing Dealer or the Representative or any of their affiliates in connection with remarketing), any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Representative or for the Company, to amend any Registration Statement or amend or supplement any Prospectus or Prospectus Supplement in order that such Prospectus or Prospectus Supplement will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend any Registration Statement or file a new registration statement or amend or supplement any Prospectus or issue a new prospectus, prospectus supplement or pricing supplement in order to comply with the requirements of the Act or the Commission's interpretations of the Act, the Company shall prepare and file with the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make any such Registration Statement or any such Prospectus or Prospectus Supplement comply with such requirements, or prepare and file any such new registration statement and prospectus as may be necessary for such purpose, and furnish to such Representative such number of copies of such amendment, supplement, prospectus or other document as they may reasonably request. In addition, the Company shall, in connection with any such sale of the applicable principal amount of Notes by the Representative or any of its affiliates in connection with remarketing, (i) execute and deliver or cause to be executed and delivered legal documentation (including a purchase agreement or underwriting agreement and registration rights agreement with customary indemnities, covenants, representations and warranties, comfort letters and legal opinions) in form and substance reasonably satisfactory to the Representative, (ii) provide promptly upon request updated consolidated financial statements to the date of its latest report filed with the Commission, and (iii) to the extent the Company and the Representative deem reasonably necessary for successful completion of the Coupon Reset Process, make available senior management of the Company for road show and one-on-one presentations. 5. All notices to the Representative pursuant to Section 11 of the Agreement shall be sent to Morgan Stanley & Co. Incorporated, 1585 Broadway, 3rd Floor, New York, New York 10036, Attention: DPG, Telephone: 212-761-2566, Telecopy: 212-761-0580. 6. This agreement is a Terms Agreement referred to in the Agreement and shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Representative. Very truly yours, DILLARD'S, INC. By: /s/ James I. Freeman Name: James I. Freeman Title: Senior Vice President and Chief Financial Officer Accepted as of the date hereof: MORGAN STANLEY & CO. INCORPORATED On behalf of themselves and as Representatives of the Several Underwriters By Morgan Stanley & Co. Incorporated By: /s/ Harold J. Hendershott III Name: Harold J. Hendershott III Title: Vice President SCHEDULE A Principal Underwriter Amount Morgan Stanley & Co. Incorporated $50,000,000 Chase Securities Inc. $50,000,000 Total. . . . . . . . . . . . . . . . . . . $100,000,000 ========= _______________________________ * REPS is a service mark of Morgan Stanley Dean Witter & Co. EX-1.F 7 DILLARD'S, INC. $150,000,000 OF 6.31% RESET PUT SECURITIES DUE 2012 TERMS AGREEMENT July 30, 1998 Morgan Stanley & Co. Incorporated As Representatives of the Several Underwriters, c/o Morgan Stanley & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 Ladies and Gentlemen: Dillard's, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to Morgan Stanley & Co. Incorporated (the "Representative"), on behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, subject in all respects to the terms and conditions of the Underwriting Agreement Basic Provisions (the "Agreement"), U.S. $150,000,000 aggregate principal amount of its 6.31% REset Put Securities Due 2012 described in the Prospectus Supplement (as defined below). This agreement (this "Terms Agreement") is supplemental to the Agreement. The notes to be issued pursuant to this Terms Agreement are referred to herein as the "Notes". All terms used herein have the meanings given to them in the Agreement except as otherwise indicated. The following terms and conditions of the Notes are more extensively described in the Company's Prospectus Supplement, dated July 30, 1998, relating to the Notes (the "Prospectus Supplement"): Title: 6.31% REset Put Securities Due 2012 ("REPSSM")* Trade Date: July 30, 1998 Original Issue Date: August 7, 1998 Principal Amount: $150,000,000 Price to Public: 99.998% of Principal Amount, plus accrued interest, if any, from and including August 7, 1998 Purchase Price: 99.548% of Principal Amount, plus accrued interest, if any, from and including August 7, 1998 Consideration for Remarketing: The Representative will pay the Company $3,675,000 for the right to serve as Remarketing Dealer under the Remarketing Agreement Interest Rate: 6.31% Form: Book-Entry Only Interest Payment Dates: February 1 and August 1 of each year, commencing February 1, 1999 Maturity Date: August 1, 2012, subject to the purchase and repurchase rights referred to below Remarketing: The Notes may be purchased by the Remarketing Dealer prior to the Maturity Date, as described in the Prospectus Supplement under "Description of the Offered Securities-The Reps-Purchase by the Remarketing Dealer; Remarketing" Remarketing Dealer: Morgan Stanley & Co. Incorporated Repurchase by the Company: The Notes are subject to repurchase by the Company prior to the Maturity Date if the Notes are not purchased by the Remarketing Dealer, as described in the Prospectus Supplement under "Description of the Offered Securities-The Reps-Mandatory Repurchase by the Company" and "-Optional Repurchase by the Company" Purchase Date and Time: 10:00 a.m., New York time, on August 7, 1998 Place for Delivery of Notes and Simpson Thacher & Bartlett Payment Therefor: 425 Lexington Avenue New York, New York Method of Payment: Wire transfer of immediately available funds Name and Address of Morgan Stanley & Co. Representatives: Incorporated 1585 Broadway, 2nd Floor New York, NY 10036 The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto 1. On the terms and subject to the conditions of the Agreement and this Terms Agreement, the Company hereby agrees to issue the Notes, and the Representative agrees, on behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, to purchase from the Company, at a purchase price of 99.548% of principal amount of the Notes, plus accrued interest, if any, from and including August 7, 1998 (the "Purchase Price"), the entire principal amount of Notes. 2. As a condition precedent to the Representative's obligation to consummate the transaction referred to above, the Representative shall have received the following: (1) a letter from Friday Eldredge & Clark, counsel for the Company, to the effect set forth in Section 6(c) of the Agreement and such other legal matters as the Representative shall reasonably request; (2) a letter from counsel for the Representative, to the effect set forth in Section 4(b) of the Agreement, and such other legal matters as the Representative shall reasonably request; (3) a letter from Deloitte & Touche LLP to the effect set forth in Section 4(d) of the Agreement; and (4) a certificate of the Company dated as of August 7, 1998 to the effect set forth in Section 4(h) of the Agreement. 3. This Terms Agreement is subject to termination by the Representative as set forth in Section 10 of the Agreement. In the event of such termination, no party shall have any liability to any other party hereto, except as provided in Sections 5 and 7 of the Agreement and except for any direct liability arising before or in relation to such termination. 4. If at any time when a Prospectus is required by the Act to be delivered in connection with sales of the Notes (including any sale of the Notes by the Remarketing Dealer or the Representative or any of their affiliates in connection with remarketing), any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Representative or for the Company, to amend any Registration Statement or amend or supplement any Prospectus or Prospectus Supplement in order that such Prospectus or Prospectus Supplement will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend any Registration Statement or file a new registration statement or amend or supplement any Prospectus or issue a new prospectus, prospectus supplement or pricing supplement in order to comply with the requirements of the Act or the Commission's interpretations of the Act, the Company shall prepare and file with the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make any such Registration Statement or any such Prospectus or Prospectus Supplement comply with such requirements, or prepare and file any such new registration statement and prospectus as may be necessary for such purpose, and furnish to such Representative such number of copies of such amendment, supplement, prospectus or other document as they may reasonably request. In addition, the Company shall, in connection with any such sale of the applicable principal amount of Notes by the Representative or any of its affiliates in connection with remarketing, (i) execute and deliver or cause to be executed and delivered legal documentation (including a purchase agreement or underwriting agreement and registration rights agreement with customary indemnities, covenants, representations and warranties, comfort letters and legal opinions) in form and substance reasonably satisfactory to the Representative, (ii) provide promptly upon request updated consolidated financial statements to the date of its latest report filed with the Commission, and (iii) to the extent the Company and the Representative deem reasonably necessary for successful completion of the Coupon Reset Process, make available senior management of the Company for road show and one-on-one presentations. 5. All notices to the Representative pursuant to Section 11 of the Agreement shall be sent to Morgan Stanley & Co. Incorporated, 1585 Broadway, 3rd Floor, New York, New York 10036, Attention: DPG, Telephone: 212-761-2566, Telecopy: 212-761-0580. 6. This agreement is a Terms Agreement referred to in the Agreement and shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Representative. Very truly yours, DILLARD'S, INC. By: /s/ James I. Freeman Name: James I. Freeman Title: Senior Vice President and Chief Financial Officer Accepted as of the date hereof: MORGAN STANLEY & CO. INCORPORATED On behalf of themselves and as Representatives of the Several Underwriters By Morgan Stanley & Co. Incorporated By: /s/ Harold J. Hendershott III Name: Harold J. Hendershott III Title: Vice President SCHEDULE A Principal Underwriter Amount Morgan Stanley & Co. Incorporated $75,000,000 Chase Securities Inc. $75,000,000 Total. . . . . . . . . . . . . . . . . . . $150,000,000 ========= _______________________________ * REPS is a service mark of Morgan Stanley Dean Witter & Co. EX-1.G 8 DILLARD'S, INC. $150,000,000 OF 6.39% RESET PUT SECURITIES DUE 2013 TERMS AGREEMENT July 30, 1998 Morgan Stanley & Co. Incorporated As Representatives of the Several Underwriters, c/o Morgan Stanley & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 Ladies and Gentlemen: Dillard's, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to Morgan Stanley & Co. Incorporated (the "Representative"), on behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, subject in all respects to the terms and conditions of the Underwriting Agreement Basic Provisions (the "Agreement"), U.S. $150,000,000 aggregate principal amount of its 6.39% REset Put Securities Due 2013 described in the Prospectus Supplement (as defined below). This agreement (this "Terms Agreement") is supplemental to the Agreement. The notes to be issued pursuant to this Terms Agreement are referred to herein as the "Notes". All terms used herein have the meanings given to them in the Agreement except as otherwise indicated. The following terms and conditions of the Notes are more extensively described in the Company's Prospectus Supplement, dated July 30, 1998, relating to the Notes (the "Prospectus Supplement"): Title: 6.39% REset Put Securities Due 2013 ("REPSSM")* Trade Date: July 30, 1998 Original Issue Date: August 7, 1998 Principal Amount: $150,000,000 Price to Public: 99.989% of Principal Amount, plus accrued interest, if any, from and including August 7, 1998 Purchase Price: 99.389% of Principal Amount, plus accrued interest, if any, from and including August 7, 1998 Consideration for Remarketing: The Representative will pay the Company $3,750,000 for the right to serve as Remarketing Dealer under the Remarketing Agreement Interest Rate: 6.39% Form: Book-Entry Only Interest Payment Dates: February 1 and August 1 of each year, commencing February 1, 1999 Maturity Date: August 1, 2013, subject to the purchase and repurchase rights referred to below Remarketing: The Notes may be purchased by the Remarketing Dealer prior to the Maturity Date, as described in the Prospectus Supplement under "Description of the Offered Securities-The Reps-Purchase by the Remarketing Dealer; Remarketing" Remarketing Dealer: Morgan Stanley & Co. Incorporated Repurchase by the Company: The Notes are subject to repurchase by the Company prior to the Maturity Date if the Notes are not purchased by the Remarketing Dealer, as described in the Prospectus Supplement under "Description of the Offered Securities-The Reps-Mandatory Repurchase by the Company" and "-Optional Repurchase by the Company" Purchase Date and Time: 10:00 a.m., New York time, on August 7, 1998 Place for Delivery of Notes and Simpson Thacher & Bartlett Payment Therefor: 425 Lexington Avenue New York, New York Method of Payment: Wire transfer of immediately available funds Name and Address of Morgan Stanley & Co. Representatives: Incorporated 1585 Broadway, 2nd Floor New York, NY 10036 The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto 1. On the terms and subject to the conditions of the Agreement and this Terms Agreement, the Company hereby agrees to issue the Notes, and the Representative agrees, on behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, to purchase from the Company, at a purchase price of 99.389% of principal amount of the Notes, plus accrued interest, if any, from and including August 7, 1998 (the "Purchase Price"), the entire principal amount of Notes. 2. As a condition precedent to the Representative's obligation to consummate the transaction referred to above, the Representative shall have received the following: (1) a letter from Friday Eldredge & Clark, counsel for the Company, to the effect set forth in Section 6(c) of the Agreement and such other legal matters as the Representative shall reasonably request; (2) a letter from counsel for the Representative, to the effect set forth in Section 4(b) of the Agreement, and such other legal matters as the Representative shall reasonably request; (3) a letter from Deloitte & Touche LLP to the effect set forth in Section 4(d) of the Agreement; and (4) a certificate of the Company dated as of August 7, 1998 to the effect set forth in Section 4(h) of the Agreement. 3. This Terms Agreement is subject to termination by the Representative as set forth in Section 10 of the Agreement. In the event of such termination, no party shall have any liability to any other party hereto, except as provided in Sections 5 and 7 of the Agreement and except for any direct liability arising before or in relation to such termination. 4. If at any time when a Prospectus is required by the Act to be delivered in connection with sales of the Notes (including any sale of the Notes by the Remarketing Dealer or the Representative or any of their affiliates in connection with remarketing), any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Representative or for the Company, to amend any Registration Statement or amend or supplement any Prospectus or Prospectus Supplement in order that such Prospectus or Prospectus Supplement will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend any Registration Statement or file a new registration statement or amend or supplement any Prospectus or issue a new prospectus, prospectus supplement or pricing supplement in order to comply with the requirements of the Act or the Commission's interpretations of the Act, the Company shall prepare and file with the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make any such Registration Statement or any such Prospectus or Prospectus Supplement comply with such requirements, or prepare and file any such new registration statement and prospectus as may be necessary for such purpose, and furnish to such Representative such number of copies of such amendment, supplement, prospectus or other document as they may reasonably request. In addition, the Company shall, in connection with any such sale of the applicable principal amount of Notes by the Representative or any of its affiliates in connection with remarketing, (i) execute and deliver or cause to be executed and delivered legal documentation (including a purchase agreement or underwriting agreement and registration rights agreement with customary indemnities, covenants, representations and warranties, comfort letters and legal opinions) in form and substance reasonably satisfactory to the Representative, (ii) provide promptly upon request updated consolidated financial statements to the date of its latest report filed with the Commission, and (iii) to the extent the Company and the Representative deem reasonably necessary for successful completion of the Coupon Reset Process, make available senior management of the Company for road show and one-on-one presentations. 5. All notices to the Representative pursuant to Section 11 of the Agreement shall be sent to Morgan Stanley & Co. Incorporated, 1585 Broadway, 3rd Floor, New York, New York 10036, Attention: DPG, Telephone: 212-761-2566, Telecopy: 212-761-0580. 6. This agreement is a Terms Agreement referred to in the Agreement and shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Representative. Very truly yours, DILLARD'S, INC. By: /s/ James I. Freeman Name: James I. Freeman Title: Senior Vice President and Chief Financial Officer Accepted as of the date hereof: MORGAN STANLEY & CO. INCORPORATED On behalf of themselves and as Representatives of the Several Underwriters By Morgan Stanley & Co. Incorporated By: /s/ Harold J. Hendershott III Name: Harold J. Hendershott III Title: Vice President SCHEDULE A Principal Underwriter Amount Morgan Stanley & Co. Incorporated $75,000,000 Chase Securities Inc. $75,000,000 Total. . . . . . . . . . . . . . . . . . . $150,000,000 ========= _______________________________ * REPS is a service mark of Morgan Stanley Dean Witter & Co. EX-4.A 9 DILLARD'S, INC. 6.43% NOTE DUE 2004 REGISTERED REGISTERED NO. R-1 CUSIP 254067 AF8 If this Security is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, New York, New York) or its nominee, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Security is exchanged in whole or in part for Securities in definitive form. Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co. has an interest herein. DILLARD's, INC., a Delaware corporation (herein called the "Company", which term includes any successor corporation under the Indenture, hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $200,000,000 (TWO HUNDRED MILLION DOLLARS) on AUGUST 1, 2004, and to pay interest thereon from August 7, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 1 and August 1 in each year, commencing February 1, 1999, at the rate of 6.43% per annum, until the principal hereof is paid or made available for payment. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: August 7, 1998 TRUSTEE'S CERTIFICATE DILLARD'S, INC. OF AUTHENTICATION This is one of the Securities By: of the series designated Senior Vice President therein referred to in the and Chief Financial Officer within-mentioned Indenture. THE CHASE MANHATTAN BANK (formerly ATTEST: known as Chemical Bank), Trustee By: _________________________ By: ________________________________ Authorized Officer Assistant Secretary Reverse Side of Note The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of May 15, 1988, as supplemented by a First Supplemental Indenture, dated as of December 16, 1988, a Second Supplemental Indenture dated as of September 14, 1990 and a Third Supplemental Indenture dated as of August 7, 1998 (as so supplemented, herein called the "Indenture"), between the Company and The Chase Manhattan Bank (formerly known as Chemical Bank), Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $200,000,000. The Securities of this series are not subject to redemption prior to maturity except in accordance with the following paragraphs. Upon the occurrence of a Merger Redemption Event (as defined below), the Securities of this series shall be subject to redemption in whole but not in part at a redemption price equal to 102% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the date of redemption. Immediately following a Merger Redemption Event, the Company will mail a notice to the Trustee and the Holders of the Securities of this series stating that the Merger Redemption Event has occurred and that the Securities of this series will be redeemed no later than 30 days after the date of such notice. The Securities of this series shall be redeemed in whole at the foregoing redemption price by said 30th day. A "Merger Redemption Event" will be deemed to have occurred at such time as either of the following events occurs: (i) the Agreement and Plan of Merger, dated as of May 16, 1998 (the "Merger Agreement"), among the Company, MBC Acquisition, Inc. ("NEWCO") and Mercantile Stores Company, Inc. ("Mercantile") is terminated or (ii) the merger of NEWCO with and into Mercantile pursuant to the Merger Agreement is not consummated on or prior to October 31, 1998. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66-2/3% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiples thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - ___________________ Custodian ___________ (Cust) (Minor) under Uniform Gifts to Minors Act _______ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, ____________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ____________________ /____________________/ Please print or typewrite name and address of assignee the within Instrument of the said Company and do hereby irrevocably constitute and appoint , Attorney to transfer the said Instrument on the books of the said Company with full power of substitution in the premises. Dated: _________________________ ______________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER EX-4.B 10 DILLARD'S, INC. 6.69% NOTE DUE 2007 REGISTERED REGISTERED NO. R-1 CUSIP 254067 AG6 If this Security is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, New York, New York) or its nominee, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Security is exchanged in whole or in part for Securities in definitive form. Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co. has an interest herein. DILLARD's, INC., a Delaware corporation (herein called the "Company", which term includes any successor corporation under the Indenture, hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $100,000,000 (ONE HUNDRED MILLION DOLLARS) on AUGUST 1, 2007, and to pay interest thereon from August 7, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 1 and August 1 in each year, commencing February 1, 1999, at the rate of 6.69% per annum, until the principal hereof is paid or made available for payment. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: August 7, 1998 TRUSTEE'S CERTIFICATE DILLARD'S, INC. OF AUTHENTICATION This is one of the Securities By: of the series designated Senior Vice President therein referred to in the and Chief Financial Officer within-mentioned Indenture. THE CHASE MANHATTAN BANK (formerly ATTEST: known as Chemical Bank), Trustee By: _________________________ By:________________________________ Authorized Officer Assistant Secretary Reverse Side of Note The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of May 15, 1988, as supplemented by a First Supplemental Indenture, dated as of December 16, 1988, a Second Supplemental Indenture dated as of September 14, 1990 and a Third Supplemental Indenture dated as of August 7, 1998 (as so supplemented, herein called the "Indenture"), between the Company and The Chase Manhattan Bank (formerly known as Chemical Bank), Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $100,000,000. The Securities of this series are not subject to redemption prior to maturity except in accordance with the following paragraphs. Upon the occurrence of a Merger Redemption Event (as defined below), the Securities of this series shall be subject to redemption in whole but not in part at a redemption price equal to 102% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the date of redemption. Immediately following a Merger Redemption Event, the Company will mail a notice to the Trustee and the Holders of the Securities of this series stating that the Merger Redemption Event has occurred and that the Securities of this series will be redeemed no later than 30 days after the date of such notice. The Securities of this series shall be redeemed in whole at the foregoing redemption price by said 30th day. A "Merger Redemption Event" will be deemed to have occurred at such time as either of the following events occurs: (i) the Agreement and Plan of Merger, dated as of May 16, 1998 (the "Merger Agreement"), among the Company, MBC Acquisition, Inc. ("NEWCO") and Mercantile Stores Company, Inc. ("Mercantile") is terminated or (ii) the merger of NEWCO with and into Mercantile pursuant to the Merger Agreement is not consummated on or prior to October 31, 1998. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66-2/3% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiples thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - ___________________ Custodian ___________ (Cust) (Minor) under Uniform Gifts to Minors Act _______ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, ____________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ____________________ /____________________/ Please print or typewrite name and address of assignee the within Instrument of the said Company and do hereby irrevocably constitute and appoint , Attorney to transfer the said Instrument on the books of the said Company with full power of substitution in the premises. Dated: _________________________ ______________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER EX-4.C 11 DILLARD'S, INC. 7.13% DEBENTURE DUE 2018 REGISTERED REGISTERED NO. R-1 CUSIP 254067 AH4 If this Security is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, New York, New York) or its nominee, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Security is exchanged in whole or in part for Securities in definitive form. Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co. has an interest herein. DILLARD's, INC., a Delaware corporation (herein called the "Company", which term includes any successor corporation under the Indenture, hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $200,000,000 (TWO HUNDRED MILLION DOLLARS) on AUGUST 1, 2018, and to pay interest thereon from August 7, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 1 and August 1 in each year, commencing February 1, 1999, at the rate of 7.13% per annum, until the principal hereof is paid or made available for payment. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: August 7, 1998 TRUSTEE'S CERTIFICATE DILLARD'S, INC. OF AUTHENTICATION This is one of the Securities By: of the series designated Senior Vice President therein referred to in the and Chief Financial Officer within-mentioned Indenture. THE CHASE MANHATTAN BANK (formerly ATTEST: known as Chemical Bank), Trustee By:_________________________ By:________________________________ Authorized Officer Assistant Secretary Reverse Side of Debenture The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of May 15, 1988, as supplemented by a First Supplemental Indenture, dated as of December 16, 1988, a Second Supplemental Indenture dated as of September 14, 1990 and a Third Supplemental Indenture dated as of August 7, 1998 (as so supplemented, herein called the "Indenture"), between the Company and The Chase Manhattan Bank (formerly known as Chemical Bank), Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $200,000,000. The Securities of this series are not subject to redemption prior to maturity except in accordance with the following paragraphs. Upon the occurrence of a Merger Redemption Event (as defined below), the Securities of this series shall be subject to redemption in whole but not in part at a redemption price equal to 102% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the date of redemption. Immediately following a Merger Redemption Event, the Company will mail a notice to the Trustee and the Holders of the Securities of this series stating that the Merger Redemption Event has occurred and that the Securities of this series will be redeemed no later than 30 days after the date of such notice. The Securities of this series shall be redeemed in whole at the foregoing redemption price by said 30th day. A "Merger Redemption Event" will be deemed to have occurred at such time as either of the following events occurs: (i) the Agreement and Plan of Merger, dated as of May 16, 1998 (the "Merger Agreement"), among the Company, MBC Acquisition, Inc. ("NEWCO") and Mercantile Stores Company, Inc. ("Mercantile") is terminated or (ii) the merger of NEWCO with and into Mercantile pursuant to the Merger Agreement is not consummated on or prior to October 31, 1998. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66-2/3% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiples thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - ___________________ Custodian ___________ (Cust) (Minor) under Uniform Gifts to Minors Act _______ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, ____________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ____________________ /____________________/ Please print or typewrite name and address of assignee the within Instrument of the said Company and do hereby irrevocably constitute and appoint , Attorney to transfer the said Instrument on the books of the said Company with full power of substitution in the premises. Dated: _________________________ ______________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER EX-4.D 12 DILLARD'S, INC. 6.08% RESET PUT SECURITY DUE 2010 REGISTERED REGISTERED NO. R-1 CUSIP 254067AB7 If this Security is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, New York, New York) or its nominee, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Security is exchanged in whole or in part for Securities in definitive form. Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co. has an interest herein. DILLARD'S, INC., a Delaware corporation (herein called the "Company", which term includes any successor corporation under the Indenture, hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $100,000,000 (ONE HUNDRED MILLION DOLLARS) on August 1, 2010, subject to mandatory repayment of principal to the existing Holder hereof pursuant to the purchase and repurchase rights described on the reverse of this Security, and to pay interest thereon from August 7, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 1 and August 1 in each year, commencing February 1, 1999, at the rate of 6.08% per annum, from and including August 7, 1998 to but excluding the Coupon Reset Date referred to on the reverse hereof, and at the rate per annum determined in accordance with the Coupon Reset Process referred to on the reverse hereof, from and including the Coupon Reset Date, until the principal hereof is paid or made available for payment. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: August 7, 1998 TRUSTEE'S CERTIFICATE DILLARD'S, INC. OF AUTHENTICATION This is one of the By:_____________________ Securities of the series designated therein Senior Vice President referred to in the and Chief Financial Officer within-mentioned Indenture. THE CHASE MANHATTAN ATTEST: BANK, (formerly known as Chemical Bank), Trustee By:_____________________ By:_____________________ Assistant Secretary Authorized Officer (REVERSE OF NOTE) 6.08% RESET PUT SECURITY DUE 2010 This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness of the Company (the "Securities"), all issued or to be issued under and pursuant to an indenture, dated as of dated as of May 15, 1988, as supplemented by a First Supplemental Indenture dated as of December 16, 1988, a Second Supplemental Indenture dated as of September 14, 1990, and a Third Supplemental Indenture dated as of August 7, 1998 (the "Indenture"), between the Company and The Chase Manhattan Bank (formerly known as Chemical Bank), as Trustee (the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, duties and immunities thereunder of the Company and the Trustee and the rights thereunder of the Holders of the Securities. This Note is one of the series designated on the face hereof, limited in aggregate principal amount to $100,000,000 (the "Notes"). Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest Rate and Interest Payment Dates The Notes will bear interest at the rate of 6.08% from and including August 7, 1998 to but excluding August 1, 2000 (the "Coupon Reset Date"). Interest on the Notes will be payable semi-annually on February 1 and August 1 of each year, commencing February 1, 1999 (each, an "Interest Payment Date"). The interest payable, and punctually paid and duly provided for, on any Interest Payment Date will be paid to the Person in whose name this Note is registered at the close of business on the fifteenth calendar day (whether or not a Business Day) next preceding such Interest Payment Date (each such date a "Record Date"). Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Notes not less than 10 days prior to such special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest will be calculated based on a 360-day year consisting of twelve 30-day months. "Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or required by law or regulation to be closed. If the Remarketing Dealer (as defined below) purchases the Notes as described below, the Remarketing Dealer will reset the interest rate for the Notes effective on the Coupon Reset Date, pursuant to the Coupon Reset Process described below. In such circumstance, (i) this Note will be purchased by the Remarketing Dealer at 100% of the principal amount hereof on the Coupon Reset Date, on the terms and subject to the conditions described herein (interest accrued to but excluding the Coupon Reset Date will be paid by the Company on such date to the Holder hereof on the most recent Record Date), and (ii) from and including the Coupon Reset Date, the Notes will bear interest at the rate determined by the Remarketing Dealer in accordance with the procedures set forth under "Coupon Reset Process if Notes Are Remarketed" below. Maturity Date The Notes will mature on August 1, 2010 (the "Maturity Date"). On the Coupon Reset Date pursuant to automatic purchase of this Note, the Holder hereof will be entitled to receive 100% of the principal amount hereof (the "Purchase/Repurchase Price") (interest accrued to but excluding the Coupon Reset Date will be paid by the Company on such date to the Holders of the Notes on the most recent Record Date) from either (i) the Remarketing Dealer, if the Remarketing Dealer purchases this Note, or (ii) the Company, pursuant to either optional or mandatory repurchase of this Note by the Company. Purchase by the Remarketing Dealer; Remarketing If the Remarketing Dealer gives notice in writing (the "Remarketing Notification") to the Company and the Trustee on a Business Day (the "Notification Date") not later than fifteen calendar days prior to the Coupon Reset Date of its intention to purchase the Notes for remarketing, the Notes will be automatically purchased, or deemed purchased, by the Remarketing Dealer at the Purchase/Repurchase Price on the Coupon Reset Date, except in the circumstances described below. Interest accrued to but excluding the Coupon Reset Date will be paid by the Company on such date to the Holder hereof on the most recent Record Date. If the Remarketing Dealer purchases the Notes as aforesaid, from and after the Coupon Reset Date, the Notes will bear interest at the Coupon Reset Rate. The Remarketing Notification must contain the requisite delivery details, including the identity of the Remarketing Dealer's account with The Depository Trust Company, New York, New York (the "Depositary"). The Remarketing Dealer may revoke the Remarketing Notification and terminate its obligation to remarket the Notes by giving notice thereof to the Company and the Trustee at any time prior to 2:00 p.m., New York time, on the Business Day prior to the Coupon Reset Date. Such revocation will terminate the Coupon Reset Process. If the Remarketing Dealer gives the Remarketing Notification as aforesaid, then unless a Termination Event (as defined below) occurs, not later than 2:00 P.M., New York time, on the Business Day prior to the Coupon Reset Date, the Remarketing Dealer shall deliver the Purchase/Repurchase Price in immediately available funds to the Trustee for payment of the Purchase/Repurchase Price on the Coupon Reset Date and the Holder of this Note shall be required to deliver, and any owner of a beneficial interest in this Note shall be deemed to have delivered its beneficial interest in, this Note to the Remarketing Dealer against payment of the Purchase/Repurchase Price on the Coupon Reset Date through the facilities of the Depositary. The Remarketing Dealer's obligation to purchase the Notes will be terminated and the Coupon Reset Process will terminate, if any of the following (a "Termination Event") occurs: (i) an Event of Default occurs under the Indenture (in which case, termination is at the Remarketing Dealer's option); (ii) on the Bid Date (as defined below), fewer than two Dealers (as defined below) submit timely Bids (as defined below) substantially as provided below (in which case, termination is automatic); (iii) the Company exercises its right to repurchase the Notes as described under "-Optional Repurchase by the Company" below (in which case, termination is automatic); (iv) a "legal defeasance" or a "covenant defeasance" under Section 403 or 1010 of the Indenture has occurred; (v) the Remarketing Dealer fails to pay the Purchase/Repurchase Price by 2:00 p.m., New York time, on the Business Day prior to the Coupon Reset Date (other than due to the occurrence of a Market Disruption Event, as such term is defined in the Remarketing Agreement referred to below) (in which case, termination is automatic); (vi) the Remarketing Dealer does not give the Remarketing Notification (in which case, termination is automatic); (vii) the Remarketing Dealer revokes the Remarketing Notification in the manner set forth above (in which case, termination is automatic); or (viii) prior to the Notification Date the Remarketing Dealer resigns and no successor has been appointed (in which case, termination is automatic). The Remarketing Dealer will give the Trustee immediate written notice of any Termination Event under clause (i), (ii) or (v) (in the case of a Market Disruption Event) and the Company will give the Trustee immediate written notice of a Termination Event under clause (viii). If a Termination Event occurs, the Company will repurchase the Notes on the Coupon Reset Date as described below. The transactions described above will be executed on the Coupon Reset Date through the Depositary in accordance with the procedures of the Depositary, and the accounts of participants will be debited and credited and the Notes delivered by book- entry as necessary to effect the purchases and sales thereof. Notice to Holders by Trustee In anticipation of the purchase of the Notes by the Remarketing Dealer or the repurchase of the Notes by the Company on the Coupon Reset Date, the Trustee will notify the Holders of the Notes, not less than 30 days nor more than 60 days prior to the Coupon Reset Date, that all Notes shall be delivered on the Coupon Reset Date through the facilities of the Depositary against payment of the Purchase/Repurchase Price by the Remarketing Dealer or the Company. Coupon Reset Process if Notes Are Remarketed If the Remarketing Dealer elects to remarket the Notes, then the following steps (the "Coupon Reset Process") will be taken in order to determine the Coupon Reset Rate. The Company and the Remarketing Dealer will use reasonable efforts to cause the actions contemplated below to be completed in as timely a manner as possible. (a) No later than five Business Days prior to the Coupon Reset Date, the Company will provide the Remarketing Dealer with (i) a list (the "Dealer List"), containing the names and addresses of three dealers, one of whom shall be the Remarketing Dealer, from whom the Company desires the Remarketing Dealer to obtain Bids for the purchase of the Notes and (ii) such other material as may reasonably be requested by the Remarketing Dealer to facilitate a successful Coupon Reset Process. (b) Within one Business Day following receipt by the Remarketing Dealer of the Dealer List, the Remarketing Dealer will provide to each dealer ("Dealer") on the Dealer List (i) a copy of the Prospectus Supplement dated July 30, 1998 and Prospectus dated July 24, 1998, relating to the offering of the Notes (collectively, the "Prospectus Supplement"), (ii) a copy of the form of Notes and (iii) a written request that each Dealer submit a Bid to the Remarketing Dealer no later than 3:00 p.m., New York time, on the third Business Day prior to the Coupon Reset Date (the "Bid Date"). "Bid" means an irrevocable written offer given by a Dealer for the purchase of all of the Notes, settling on the Coupon Reset Date, and shall be quoted by such Dealer as a stated yield to maturity on the Notes ("Yield to Maturity"). Each Dealer shall also be provided with (i) the name of the Company, (ii) an estimate of the Remarketing Purchase Price (which shall be stated as a U.S. dollar amount and be calculated by the Remarketing Dealer in accordance with paragraph (c) below), (iii) the principal amount and maturity of the Notes and (iv) the method by which interest will be calculated on the Notes. (c) The purchase price for the Notes in connection with the Coupon Reset Process (the "Remarketing Purchase Price") shall be equal to (i) the principal amount of the Notes, plus (ii) a premium (the "Notes Premium") which shall be equal to the excess, if any, on the Coupon Reset Date of (A) the discounted present value to the Coupon Reset Date of a bond with a maturity of August 1, 2010 which has an interest rate of 5.503%, semiannual interest payments on each February 1 and August 1, commencing February 1, 2001, and a principal amount equal to the principal amount of the Notes, and assuming a discount rate equal to the Treasury Rate over (B) such principal amount of Notes. The "Treasury Rate" means the per annum rate equal to the offer side yield to maturity of the current on-the-run ten-year United States Treasury Security per Telerate page 500, or any successor page, no later than 3:00 p.m., New York time, on the Bid Date (or such other time or date that may be agreed upon by the Company and the Remarketing Dealer) or, if such rate does not appear on Telerate page 500, or any successor page, at such time, the rates on GovPX End-of-Day Pricing at 3:00 p.m., New York time, on the Bid Date (or such other time or date that may be agreed upon by the Company and the Remarketing Dealer). (d) The Remarketing Dealer will provide written notice to the Company as soon as practicable on the Bid Date, setting forth (i) the names of each of the Dealers from whom the Remarketing Dealer received Bids on the Bid Date, (ii) the Bid submitted by each such Dealer and (iii) the Remarketing Purchase Price as determined pursuant to paragraph (c) above. Except as provided below, the Remarketing Dealer will thereafter select from the Bids received the Bid with the lowest Yield to Maturity (the "Selected Bid"); provided, however, that (i) if the Remarketing Dealer has not received a timely Bid from a Dealer on or before the Bid Date, the Selected Bid shall be the lowest of all Bids received by such time and (ii) if any two or more of the lowest Bids submitted are equivalent, the Company shall in its sole discretion select any of such equivalent Bids (and such selected Bid shall be the Selected Bid). In all cases, the Remarketing Dealer shall have the right to match the Bid with the lowest Yield to Maturity in which case the Remarketing Dealer's Bid shall be the Selected Bid. The Remarketing Dealer will set the Coupon Reset Rate equal to the interest rate that will amortize the Notes Premium fully over the term of the Notes at the Yield to Maturity indicated by the Selected Bid. (e) Immediately after calculating the Coupon Reset Rate for the Notes, the Remarketing Dealer will provide written notice to the Company and the Trustee, setting forth the Coupon Reset Rate. The Coupon Reset Rate for the Notes will be effective from and including the Coupon Reset Date. The Remarketing Dealer On or prior to the date of original issuance of the Notes, the Company and Morgan Stanley & Co. Incorporated (the "Remarketing Dealer") entered into a Remarketing Agreement (a "Remarketing Agreement"). No Holder or beneficial owner of any Notes shall have any rights or claims under the Remarketing Agreement or against the Company or the Remarketing Dealer as a result of the Remarketing Dealer not purchasing the Notes. The Remarketing Dealer, in its individual or any other capacity, may buy, sell, hold and deal in any of the Notes. The Remarketing Dealer may exercise any vote or join in any action which any Holder or beneficial owner of the Notes may be entitled to exercise or take with like effect as if such Remarketing Dealer did not act in any capacity under its Remarketing Agreement. The Remarketing Dealer, in its individual capacity, either as principal or agent, may also engage in or have an interest in any financial or other transaction with the Company as freely as if it did not act in any capacity under its respective Remarketing Agreement. Mandatory Repurchase by the Company If any Termination Event occurs, the Company will repurchase the entire principal amount of the Notes on the Coupon Reset Date at the Purchase/Repurchase Price plus accrued and unpaid interest, if any, on the Notes. Optional Repurchase by the Company If the Remarketing Dealer gives the Remarketing Notification, then, not later than the fourth Business Day following the Notification Date, the Company may irrevocably elect, by notice in writing to the Remarketing Dealer and the Trustee, to terminate the Coupon Reset Process, whereupon the Company will repurchase the entire principal amount of the Notes on the Coupon Reset Date at the Purchase/Repurchase Price plus accrued and unpaid interest, if any, on the Notes. In case the Company is required to or elects to purchase the Notes pursuant to either of the preceding two paragraphs, the Company shall deliver the Purchase/Repurchase Price in immediately available funds to the Trustee by no later than 10:00 A.M., New York time, on the Coupon Reset Date, and the Holder of this Note shall be required to deliver, and any owner of a beneficial interest in this Note shall be deemed to have delivered its beneficial interest in, this Note to the Company against payment of the Purchase/Repurchase Price on the Coupon Reset Date through the facilities of the Depositary. Notes that have been purchased by the Company as aforesaid shall be canceled by the Trustee in accordance with the Indenture and no Notes may be issued in lieu thereof or in exchange therefor. The Notes are not subject to redemption prior to maturity except in accordance with the following paragraphs. Redemption Upon the occurrence of a Merger Redemption Event (as defined below), the Notes shall be subject to redemption in whole but not in part at a redemption price equal to 102% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the date of redemption. Immediately following a Merger Redemption Event, the Company will mail a notice to the Trustee and the Holders of the Notes stating that the Merger Redemption Event has occurred and that the Notes will be redeemed no later than 30 days after the date of such notice. The Notes shall be redeemed in whole at the foregoing redemption price by said 30th day. A "Merger Redemption Event" will be deemed to have occurred at such time as either of the following events occurs: (i) the Agreement and Plan of Merger, dated as of May 16, 1998 (the "Merger Agreement"), among the Company, MSC Acquisition, Inc. ("NEWCO") and Mercantile Stores Company, Inc. ("Mercantile") is terminated or (ii) the merger of NEWCO with and into Mercantile pursuant to the Merger Agreement is not consummated on or prior to October 31, 1998. General Matters If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66-2/3% in principal amount of the Securities at the time outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the time, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiples thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. This Note shall be governed by and construed in accordance with the laws of the State of New York. ___________________________ ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM --as tenants in common UNIF GIFT MIN ACT--______CUSTODIAN____ TEN ENT --as tenants by the entireties (Cust) (Minor) JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act of survivorship and not as tenants in common ______________________________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto Please Insert Social Security or Other Identifying Number of Assignee ________________ / / _________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE _________________________________________________________________ _________________________________________________________________ the within Note of Dillard's, Inc. and does hereby irrevocably constitute and appoint __________________________________________________________ attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: _________________________ ___________________________________ ____________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever. EX-4.E 13 DILLARD'S, INC. 6.17% RESET PUT SECURITY DUE 2011 REGISTERED REGISTERED NO. R-1 CUSIP 254067AC5 If this Security is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, New York, New York) or its nominee, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Security is exchanged in whole or in part for Securities in definitive form. Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co. has an interest herein. DILLARD'S, INC., a Delaware corporation (herein called the "Company", which term includes any successor corporation under the Indenture, hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $100,000,000 (ONE HUNDRED MILLION DOLLARS) on August 1, 2011, subject to mandatory repayment of principal to the existing Holder hereof pursuant to the purchase and repurchase rights described on the reverse of this Security, and to pay interest thereon from August 7, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 1 and August 1 in each year, commencing February 1, 1999, at the rate of 6.17% per annum, from and including August 7, 1998 to but excluding the Coupon Reset Date referred to on the reverse hereof, and at the rate per annum determined in accordance with the Coupon Reset Process referred to on the reverse hereof, from and including the Coupon Reset Date, until the principal hereof is paid or made available for payment. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: August 7, 1998 TRUSTEE'S CERTIFICATE DILLARD'S, INC. OF AUTHENTICATION This is one of the By:_____________________ Securities of the series designated therein Senior Vice President referred to in the and Chief Financial Officer within-mentioned Indenture. THE CHASE MANHATTAN ATTEST: BANK, (formerly known as Chemical Bank), Trustee By:_____________________ By:_____________________ Assistant Secretary Authorized Officer (REVERSE OF NOTE) 6.17% RESET PUT SECURITY DUE 2011 This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness of the Company (the "Securities"), all issued or to be issued under and pursuant to an indenture, dated as of dated as of May 15, 1988, as supplemented by a First Supplemental Indenture dated as of December 16, 1988, a Second Supplemental Indenture dated as of September 14, 1990, and a Third Supplemental Indenture dated as of August 7, 1998 (the "Indenture"), between the Company and The Chase Manhattan Bank (formerly known as Chemical Bank), as Trustee (the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, duties and immunities thereunder of the Company and the Trustee and the rights thereunder of the Holders of the Securities. This Note is one of the series designated on the face hereof, limited in aggregate principal amount to $100,000,000 (the "Notes"). Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest Rate and Interest Payment Dates The Notes will bear interest at the rate of 6.17% from and including August 7, 1998 to but excluding August 1, 2001 (the "Coupon Reset Date"). Interest on the Notes will be payable semi-annually on February 1 and August 1 of each year, commencing February 1, 1999 (each, an "Interest Payment Date"). The interest payable, and punctually paid and duly provided for, on any Interest Payment Date will be paid to the Person in whose name this Note is registered at the close of business on the fifteenth calendar day (whether or not a Business Day) next preceding such Interest Payment Date (each such date a "Record Date"). Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Notes not less than 10 days prior to such special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest will be calculated based on a 360-day year consisting of twelve 30-day months. "Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or required by law or regulation to be closed. If the Remarketing Dealer (as defined below) purchases the Notes as described below, the Remarketing Dealer will reset the interest rate for the Notes effective on the Coupon Reset Date, pursuant to the Coupon Reset Process described below. In such circumstance, (i) this Note will be purchased by the Remarketing Dealer at 100% of the principal amount hereof on the Coupon Reset Date, on the terms and subject to the conditions described herein (interest accrued to but excluding the Coupon Reset Date will be paid by the Company on such date to the Holder hereof on the most recent Record Date), and (ii) from and including the Coupon Reset Date, the Notes will bear interest at the rate determined by the Remarketing Dealer in accordance with the procedures set forth under "Coupon Reset Process if Notes Are Remarketed" below. Maturity Date The Notes will mature on August 1, 2011 (the "Maturity Date"). On the Coupon Reset Date pursuant to automatic purchase of this Note, the Holder hereof will be entitled to receive 100% of the principal amount hereof (the "Purchase/Repurchase Price") (interest accrued to but excluding the Coupon Reset Date will be paid by the Company on such date to the Holders of the Notes on the most recent Record Date) from either (i) the Remarketing Dealer, if the Remarketing Dealer purchases this Note, or (ii) the Company, pursuant to either optional or mandatory repurchase of this Note by the Company. Purchase by the Remarketing Dealer; Remarketing If the Remarketing Dealer gives notice in writing (the "Remarketing Notification") to the Company and the Trustee on a Business Day (the "Notification Date") not later than fifteen calendar days prior to the Coupon Reset Date of its intention to purchase the Notes for remarketing, the Notes will be automatically purchased, or deemed purchased, by the Remarketing Dealer at the Purchase/Repurchase Price on the Coupon Reset Date, except in the circumstances described below. Interest accrued to but excluding the Coupon Reset Date will be paid by the Company on such date to the Holder hereof on the most recent Record Date. If the Remarketing Dealer purchases the Notes as aforesaid, from and after the Coupon Reset Date, the Notes will bear interest at the Coupon Reset Rate. The Remarketing Notification must contain the requisite delivery details, including the identity of the Remarketing Dealer's account with The Depository Trust Company, New York, New York (the "Depositary"). The Remarketing Dealer may revoke the Remarketing Notification and terminate its obligation to remarket the Notes by giving notice thereof to the Company and the Trustee at any time prior to 2:00 p.m., New York time, on the Business Day prior to the Coupon Reset Date. Such revocation will terminate the Coupon Reset Process. If the Remarketing Dealer gives the Remarketing Notification as aforesaid, then unless a Termination Event (as defined below) occurs, not later than 2:00 P.M., New York time, on the Business Day prior to the Coupon Reset Date, the Remarketing Dealer shall deliver the Purchase/Repurchase Price in immediately available funds to the Trustee for payment of the Purchase/Repurchase Price on the Coupon Reset Date and the Holder of this Note shall be required to deliver, and any owner of a beneficial interest in this Note shall be deemed to have delivered its beneficial interest in, this Note to the Remarketing Dealer against payment of the Purchase/Repurchase Price on the Coupon Reset Date through the facilities of the Depositary. The Remarketing Dealer's obligation to purchase the Notes will be terminated and the Coupon Reset Process will terminate, if any of the following (a "Termination Event") occurs: (i) an Event of Default occurs under the Indenture (in which case, termination is at the Remarketing Dealer's option); (ii) on the Bid Date (as defined below), fewer than two Dealers (as defined below) submit timely Bids (as defined below) substantially as provided below (in which case, termination is automatic); (iii) the Company exercises its right to repurchase the Notes as described under "-Optional Repurchase by the Company" below (in which case, termination is automatic); (iv) a "legal defeasance" or a "covenant defeasance" under Section 403 or 1010 of the Indenture has occurred; (v) the Remarketing Dealer fails to pay the Purchase/Repurchase Price by 2:00 p.m., New York time, on the Business Day prior to the Coupon Reset Date (other than due to the occurrence of a Market Disruption Event, as such term is defined in the Remarketing Agreement referred to below) (in which case, termination is automatic); (vi) the Remarketing Dealer does not give the Remarketing Notification (in which case, termination is automatic); (vii) the Remarketing Dealer revokes the Remarketing Notification in the manner set forth above (in which case, termination is automatic); or (viii) prior to the Notification Date the Remarketing Dealer resigns and no successor has been appointed (in which case, termination is automatic). The Remarketing Dealer will give the Trustee immediate written notice of any Termination Event under clause (i), (ii) or (v) (in the case of a Market Disruption Event) and the Company will give the Trustee immediate written notice of a Termination Event under clause (viii). If a Termination Event occurs, the Company will repurchase the Notes on the Coupon Reset Date as described below. The transactions described above will be executed on the Coupon Reset Date through the Depositary in accordance with the procedures of the Depositary, and the accounts of participants will be debited and credited and the Notes delivered by book- entry as necessary to effect the purchases and sales thereof. Notice to Holders by Trustee In anticipation of the purchase of the Notes by the Remarketing Dealer or the repurchase of the Notes by the Company on the Coupon Reset Date, the Trustee will notify the Holders of the Notes, not less than 30 days nor more than 60 days prior to the Coupon Reset Date, that all Notes shall be delivered on the Coupon Reset Date through the facilities of the Depositary against payment of the Purchase/Repurchase Price by the Remarketing Dealer or the Company. Coupon Reset Process if Notes Are Remarketed If the Remarketing Dealer elects to remarket the Notes, then the following steps (the "Coupon Reset Process") will be taken in order to determine the Coupon Reset Rate. The Company and the Remarketing Dealer will use reasonable efforts to cause the actions contemplated below to be completed in as timely a manner as possible. (a) No later than five Business Days prior to the Coupon Reset Date, the Company will provide the Remarketing Dealer with (i) a list (the "Dealer List"), containing the names and addresses of three dealers, one of whom shall be the Remarketing Dealer, from whom the Company desires the Remarketing Dealer to obtain Bids for the purchase of the Notes and (ii) such other material as may reasonably be requested by the Remarketing Dealer to facilitate a successful Coupon Reset Process. (b) Within one Business Day following receipt by the Remarketing Dealer of the Dealer List, the Remarketing Dealer will provide to each dealer ("Dealer") on the Dealer List (i) a copy of the Prospectus Supplement dated July 30, 1998 and Prospectus dated July 24, 1998, relating to the offering of the Notes (collectively, the "Prospectus Supplement"), (ii) a copy of the form of Notes and (iii) a written request that each Dealer submit a Bid to the Remarketing Dealer no later than 3:00 p.m., New York time, on the third Business Day prior to the Coupon Reset Date (the "Bid Date"). "Bid" means an irrevocable written offer given by a Dealer for the purchase of all of the Notes, settling on the Coupon Reset Date, and shall be quoted by such Dealer as a stated yield to maturity on the Notes ("Yield to Maturity"). Each Dealer shall also be provided with (i) the name of the Company, (ii) an estimate of the Remarketing Purchase Price (which shall be stated as a U.S. dollar amount and be calculated by the Remarketing Dealer in accordance with paragraph (c) below), (iii) the principal amount and maturity of the Notes and (iv) the method by which interest will be calculated on the Notes. (c) The purchase price for the Notes in connection with the Coupon Reset Process (the "Remarketing Purchase Price") shall be equal to (i) the principal amount of the Notes, plus (ii) a premium (the "Notes Premium") which shall be equal to the excess, if any, on the Coupon Reset Date of (A) the discounted present value to the Coupon Reset Date of a bond with a maturity of August 1, 2011 which has an interest rate of 5.503%, semiannual interest payments on each February 1 and August 1, commencing February 1, 2002, and a principal amount equal to the principal amount of the Notes, and assuming a discount rate equal to the Treasury Rate over (B) such principal amount of Notes. The "Treasury Rate" means the per annum rate equal to the offer side yield to maturity of the current on-the-run ten-year United States Treasury Security per Telerate page 500, or any successor page, no later than 3:00 p.m., New York time, on the Bid Date (or such other time or date that may be agreed upon by the Company and the Remarketing Dealer) or, if such rate does not appear on Telerate page 500, or any successor page, at such time, the rates on GovPX End-of-Day Pricing at 3:00 p.m., New York time, on the Bid Date (or such other time or date that may be agreed upon by the Company and the Remarketing Dealer). (d) The Remarketing Dealer will provide written notice to the Company as soon as practicable on the Bid Date, setting forth (i) the names of each of the Dealers from whom the Remarketing Dealer received Bids on the Bid Date, (ii) the Bid submitted by each such Dealer and (iii) the Remarketing Purchase Price as determined pursuant to paragraph (c) above. Except as provided below, the Remarketing Dealer will thereafter select from the Bids received the Bid with the lowest Yield to Maturity (the "Selected Bid"); provided, however, that (i) if the Remarketing Dealer has not received a timely Bid from a Dealer on or before the Bid Date, the Selected Bid shall be the lowest of all Bids received by such time and (ii) if any two or more of the lowest Bids submitted are equivalent, the Company shall in its sole discretion select any of such equivalent Bids (and such selected Bid shall be the Selected Bid). In all cases, the Remarketing Dealer shall have the right to match the Bid with the lowest Yield to Maturity in which case the Remarketing Dealer's Bid shall be the Selected Bid. The Remarketing Dealer will set the Coupon Reset Rate equal to the interest rate that will amortize the Notes Premium fully over the term of the Notes at the Yield to Maturity indicated by the Selected Bid. (e) Immediately after calculating the Coupon Reset Rate for the Notes, the Remarketing Dealer will provide written notice to the Company and the Trustee, setting forth the Coupon Reset Rate. The Coupon Reset Rate for the Notes will be effective from and including the Coupon Reset Date. The Remarketing Dealer On or prior to the date of original issuance of the Notes, the Company and Morgan Stanley & Co. Incorporated (the "Remarketing Dealer") entered into a Remarketing Agreement (a "Remarketing Agreement"). No Holder or beneficial owner of any Notes shall have any rights or claims under the Remarketing Agreement or against the Company or the Remarketing Dealer as a result of the Remarketing Dealer not purchasing the Notes. The Remarketing Dealer, in its individual or any other capacity, may buy, sell, hold and deal in any of the Notes. The Remarketing Dealer may exercise any vote or join in any action which any Holder or beneficial owner of the Notes may be entitled to exercise or take with like effect as if such Remarketing Dealer did not act in any capacity under its Remarketing Agreement. The Remarketing Dealer, in its individual capacity, either as principal or agent, may also engage in or have an interest in any financial or other transaction with the Company as freely as if it did not act in any capacity under its respective Remarketing Agreement. Mandatory Repurchase by the Company If any Termination Event occurs, the Company will repurchase the entire principal amount of the Notes on the Coupon Reset Date at the Purchase/Repurchase Price plus accrued and unpaid interest, if any, on the Notes. Optional Repurchase by the Company If the Remarketing Dealer gives the Remarketing Notification, then, not later than the fourth Business Day following the Notification Date, the Company may irrevocably elect, by notice in writing to the Remarketing Dealer and the Trustee, to terminate the Coupon Reset Process, whereupon the Company will repurchase the entire principal amount of the Notes on the Coupon Reset Date at the Purchase/Repurchase Price plus accrued and unpaid interest, if any, on the Notes. In case the Company is required to or elects to purchase the Notes pursuant to either of the preceding two paragraphs, the Company shall deliver the Purchase/Repurchase Price in immediately available funds to the Trustee by no later than 10:00 A.M., New York time, on the Coupon Reset Date, and the Holder of this Note shall be required to deliver, and any owner of a beneficial interest in this Note shall be deemed to have delivered its beneficial interest in, this Note to the Company against payment of the Purchase/Repurchase Price on the Coupon Reset Date through the facilities of the Depositary. Notes that have been purchased by the Company as aforesaid shall be canceled by the Trustee in accordance with the Indenture and no Notes may be issued in lieu thereof or in exchange therefor. The Notes are not subject to redemption prior to maturity except in accordance with the following paragraphs. Redemption Upon the occurrence of a Merger Redemption Event (as defined below), the Notes shall be subject to redemption in whole but not in part at a redemption price equal to 102% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the date of redemption. Immediately following a Merger Redemption Event, the Company will mail a notice to the Trustee and the Holders of the Notes stating that the Merger Redemption Event has occurred and that the Notes will be redeemed no later than 30 days after the date of such notice. The Notes shall be redeemed in whole at the foregoing redemption price by said 30th day. A "Merger Redemption Event" will be deemed to have occurred at such time as either of the following events occurs: (i) the Agreement and Plan of Merger, dated as of May 16, 1998 (the "Merger Agreement"), among the Company, MSC Acquisition, Inc. ("NEWCO") and Mercantile Stores Company, Inc. ("Mercantile") is terminated or (ii) the merger of NEWCO with and into Mercantile pursuant to the Merger Agreement is not consummated on or prior to October 31, 1998. General Matters If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66-2/3% in principal amount of the Securities at the time outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the time, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiples thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. This Note shall be governed by and construed in accordance with the laws of the State of New York. ___________________________ ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM --as tenants in common UNIF GIFT MIN ACT--______CUSTODIAN______ TEN ENT --as tenants by the entireties (Cust) (Minor) JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act of survivorship and not as tenants in common ______________________________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto Please Insert Social Security or Other Identifying Number of Assignee ________________ / / _________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE _________________________________________________________________ _________________________________________________________________ the within Note of Dillard's, Inc. and does hereby irrevocably constitute and appoint __________________________________________________________ attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: _________________________ _______________________________________ _______________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever. EX-4.F 14 DILLARD'S, INC. 6.31% RESET PUT SECURITY DUE 2012 REGISTERED REGISTERED NO. R-1 CUSIP 254067AD3 If this Security is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, New York, New York) or its nominee, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Security is exchanged in whole or in part for Securities in definitive form. Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co. has an interest herein. DILLARD'S, INC., a Delaware corporation (herein called the "Company", which term includes any successor corporation under the Indenture, hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $150,000,000 (ONE HUNDRED FIFTY MILLION DOLLARS) on August 1, 2012, subject to mandatory repayment of principal to the existing Holder hereof pursuant to the purchase and repurchase rights described on the reverse of this Security, and to pay interest thereon from August 7, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 1 and August 1 in each year, commencing February 1, 1999, at the rate of 6.31% per annum, from and including August 7, 1998 to but excluding the Coupon Reset Date referred to on the reverse hereof, and at the rate per annum determined in accordance with the Coupon Reset Process referred to on the reverse hereof, from and including the Coupon Reset Date, until the principal hereof is paid or made available for payment. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: August 7, 1998 TRUSTEE'S CERTIFICATE DILLARD'S, INC. OF AUTHENTICATION This is one of the By:_____________________ Securities of the series designated therein Senior Vice President referred to in the and Chief Financial Officer within-mentioned Indenture. THE CHASE MANHATTAN ATTEST: BANK, (formerly known as Chemical Bank), Trustee By:_____________________ By:_____________________ Assistant Secretary Authorized Officer (REVERSE OF NOTE) 6.31% RESET PUT SECURITY DUE 2012 This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness of the Company (the "Securities"), all issued or to be issued under and pursuant to an indenture, dated as of dated as of May 15, 1988, as supplemented by a First Supplemental Indenture dated as of December 16, 1988, a Second Supplemental Indenture dated as of September 14, 1990, and a Third Supplemental Indenture dated as of August 7, 1998 (the "Indenture"), between the Company and The Chase Manhattan Bank (formerly known as Chemical Bank), as Trustee (the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, duties and immunities thereunder of the Company and the Trustee and the rights thereunder of the Holders of the Securities. This Note is one of the series designated on the face hereof, limited in aggregate principal amount to $150,000,000 (the "Notes"). Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest Rate and Interest Payment Dates The Notes will bear interest at the rate of 6.31% from and including August 7, 1998 to but excluding August 1, 2002 (the "Coupon Reset Date"). Interest on the Notes will be payable semi-annually on February 1 and August 1 of each year, commencing February 1, 1999 (each, an "Interest Payment Date"). The interest payable, and punctually paid and duly provided for, on any Interest Payment Date will be paid to the Person in whose name this Note is registered at the close of business on the fifteenth calendar day (whether or not a Business Day) next preceding such Interest Payment Date (each such date a "Record Date"). Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Notes not less than 10 days prior to such special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest will be calculated based on a 360-day year consisting of twelve 30-day months. "Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or required by law or regulation to be closed. If the Remarketing Dealer (as defined below) purchases the Notes as described below, the Remarketing Dealer will reset the interest rate for the Notes effective on the Coupon Reset Date, pursuant to the Coupon Reset Process described below. In such circumstance, (i) this Note will be purchased by the Remarketing Dealer at 100% of the principal amount hereof on the Coupon Reset Date, on the terms and subject to the conditions described herein (interest accrued to but excluding the Coupon Reset Date will be paid by the Company on such date to the Holder hereof on the most recent Record Date), and (ii) from and including the Coupon Reset Date, the Notes will bear interest at the rate determined by the Remarketing Dealer in accordance with the procedures set forth under "Coupon Reset Process if Notes Are Remarketed" below. Maturity Date The Notes will mature on August 1, 2012 (the "Maturity Date"). On the Coupon Reset Date pursuant to automatic purchase of this Note, the Holder hereof will be entitled to receive 100% of the principal amount hereof (the "Purchase/Repurchase Price") (interest accrued to but excluding the Coupon Reset Date will be paid by the Company on such date to the Holders of the Notes on the most recent Record Date) from either (i) the Remarketing Dealer, if the Remarketing Dealer purchases this Note, or (ii) the Company, pursuant to either optional or mandatory repurchase of this Note by the Company. Purchase by the Remarketing Dealer; Remarketing If the Remarketing Dealer gives notice in writing (the "Remarketing Notification") to the Company and the Trustee on a Business Day (the "Notification Date") not later than fifteen calendar days prior to the Coupon Reset Date of its intention to purchase the Notes for remarketing, the Notes will be automatically purchased, or deemed purchased, by the Remarketing Dealer at the Purchase/Repurchase Price on the Coupon Reset Date, except in the circumstances described below. Interest accrued to but excluding the Coupon Reset Date will be paid by the Company on such date to the Holder hereof on the most recent Record Date. If the Remarketing Dealer purchases the Notes as aforesaid, from and after the Coupon Reset Date, the Notes will bear interest at the Coupon Reset Rate. The Remarketing Notification must contain the requisite delivery details, including the identity of the Remarketing Dealer's account with The Depository Trust Company, New York, New York (the "Depositary"). The Remarketing Dealer may revoke the Remarketing Notification and terminate its obligation to remarket the Notes by giving notice thereof to the Company and the Trustee at any time prior to 2:00 p.m., New York time, on the Business Day prior to the Coupon Reset Date. Such revocation will terminate the Coupon Reset Process. If the Remarketing Dealer gives the Remarketing Notification as aforesaid, then unless a Termination Event (as defined below) occurs, not later than 2:00 P.M., New York time, on the Business Day prior to the Coupon Reset Date, the Remarketing Dealer shall deliver the Purchase/Repurchase Price in immediately available funds to the Trustee for payment of the Purchase/Repurchase Price on the Coupon Reset Date and the Holder of this Note shall be required to deliver, and any owner of a beneficial interest in this Note shall be deemed to have delivered its beneficial interest in, this Note to the Remarketing Dealer against payment of the Purchase/Repurchase Price on the Coupon Reset Date through the facilities of the Depositary. The Remarketing Dealer's obligation to purchase the Notes will be terminated and the Coupon Reset Process will terminate, if any of the following (a "Termination Event") occurs: (i) an Event of Default occurs under the Indenture (in which case, termination is at the Remarketing Dealer's option); (ii) on the Bid Date (as defined below), fewer than two Dealers (as defined below) submit timely Bids (as defined below) substantially as provided below (in which case, termination is automatic); (iii) the Company exercises its right to repurchase the Notes as described under "-Optional Repurchase by the Company" below (in which case, termination is automatic); (iv) a "legal defeasance" or a "covenant defeasance" under Section 403 or 1010 of the Indenture has occurred; (v) the Remarketing Dealer fails to pay the Purchase/Repurchase Price by 2:00 p.m., New York time, on the Business Day prior to the Coupon Reset Date (other than due to the occurrence of a Market Disruption Event, as such term is defined in the Remarketing Agreement referred to below) (in which case, termination is automatic); (vi) the Remarketing Dealer does not give the Remarketing Notification (in which case, termination is automatic); (vii) the Remarketing Dealer revokes the Remarketing Notification in the manner set forth above (in which case, termination is automatic); or (viii) prior to the Notification Date the Remarketing Dealer resigns and no successor has been appointed (in which case, termination is automatic). The Remarketing Dealer will give the Trustee immediate written notice of any Termination Event under clause (i), (ii) or (v) (in the case of a Market Disruption Event) and the Company will give the Trustee immediate written notice of a Termination Event under clause (viii). If a Termination Event occurs, the Company will repurchase the Notes on the Coupon Reset Date as described below. The transactions described above will be executed on the Coupon Reset Date through the Depositary in accordance with the procedures of the Depositary, and the accounts of participants will be debited and credited and the Notes delivered by book- entry as necessary to effect the purchases and sales thereof. Notice to Holders by Trustee In anticipation of the purchase of the Notes by the Remarketing Dealer or the repurchase of the Notes by the Company on the Coupon Reset Date, the Trustee will notify the Holders of the Notes, not less than 30 days nor more than 60 days prior to the Coupon Reset Date, that all Notes shall be delivered on the Coupon Reset Date through the facilities of the Depositary against payment of the Purchase/Repurchase Price by the Remarketing Dealer or the Company. Coupon Reset Process if Notes Are Remarketed If the Remarketing Dealer elects to remarket the Notes, then the following steps (the "Coupon Reset Process") will be taken in order to determine the Coupon Reset Rate. The Company and the Remarketing Dealer will use reasonable efforts to cause the actions contemplated below to be completed in as timely a manner as possible. (a) No later than five Business Days prior to the Coupon Reset Date, the Company will provide the Remarketing Dealer with (i) a list (the "Dealer List"), containing the names and addresses of three dealers, one of whom shall be the Remarketing Dealer, from whom the Company desires the Remarketing Dealer to obtain Bids for the purchase of the Notes and (ii) such other material as may reasonably be requested by the Remarketing Dealer to facilitate a successful Coupon Reset Process. (b) Within one Business Day following receipt by the Remarketing Dealer of the Dealer List, the Remarketing Dealer will provide to each dealer ("Dealer") on the Dealer List (i) a copy of the Prospectus Supplement dated July 30, 1998 and Prospectus dated July 24, 1998, relating to the offering of the Notes (collectively, the "Prospectus Supplement"), (ii) a copy of the form of Notes and (iii) a written request that each Dealer submit a Bid to the Remarketing Dealer no later than 3:00 p.m., New York time, on the third Business Day prior to the Coupon Reset Date (the "Bid Date"). "Bid" means an irrevocable written offer given by a Dealer for the purchase of all of the Notes, settling on the Coupon Reset Date, and shall be quoted by such Dealer as a stated yield to maturity on the Notes ("Yield to Maturity"). Each Dealer shall also be provided with (i) the name of the Company, (ii) an estimate of the Remarketing Purchase Price (which shall be stated as a U.S. dollar amount and be calculated by the Remarketing Dealer in accordance with paragraph (c) below), (iii) the principal amount and maturity of the Notes and (iv) the method by which interest will be calculated on the Notes. (c) The purchase price for the Notes in connection with the Coupon Reset Process (the "Remarketing Purchase Price") shall be equal to (i) the principal amount of the Notes, plus (ii) a premium (the "Notes Premium") which shall be equal to the excess, if any, on the Coupon Reset Date of (A) the discounted present value to the Coupon Reset Date of a bond with a maturity of August 1, 2012 which has an interest rate of 5.503%, semiannual interest payments on each February 1 and August 1, commencing February 1, 2003, and a principal amount equal to the principal amount of the Notes, and assuming a discount rate equal to the Treasury Rate over (B) such principal amount of Notes. The "Treasury Rate" means the per annum rate equal to the offer side yield to maturity of the current on-the-run ten-year United States Treasury Security per Telerate page 500, or any successor page, no later than 3:00 p.m., New York time, on the Bid Date (or such other time or date that may be agreed upon by the Company and the Remarketing Dealer) or, if such rate does not appear on Telerate page 500, or any successor page, at such time, the rates on GovPX End-of-Day Pricing at 3:00 p.m., New York time, on the Bid Date (or such other time or date that may be agreed upon by the Company and the Remarketing Dealer). (d) The Remarketing Dealer will provide written notice to the Company as soon as practicable on the Bid Date, setting forth (i) the names of each of the Dealers from whom the Remarketing Dealer received Bids on the Bid Date, (ii) the Bid submitted by each such Dealer and (iii) the Remarketing Purchase Price as determined pursuant to paragraph (c) above. Except as provided below, the Remarketing Dealer will thereafter select from the Bids received the Bid with the lowest Yield to Maturity (the "Selected Bid"); provided, however, that (i) if the Remarketing Dealer has not received a timely Bid from a Dealer on or before the Bid Date, the Selected Bid shall be the lowest of all Bids received by such time and (ii) if any two or more of the lowest Bids submitted are equivalent, the Company shall in its sole discretion select any of such equivalent Bids (and such selected Bid shall be the Selected Bid). In all cases, the Remarketing Dealer shall have the right to match the Bid with the lowest Yield to Maturity in which case the Remarketing Dealer's Bid shall be the Selected Bid. The Remarketing Dealer will set the Coupon Reset Rate equal to the interest rate that will amortize the Notes Premium fully over the term of the Notes at the Yield to Maturity indicated by the Selected Bid. (e) Immediately after calculating the Coupon Reset Rate for the Notes, the Remarketing Dealer will provide written notice to the Company and the Trustee, setting forth the Coupon Reset Rate. The Coupon Reset Rate for the Notes will be effective from and including the Coupon Reset Date. The Remarketing Dealer On or prior to the date of original issuance of the Notes, the Company and Morgan Stanley & Co. Incorporated (the "Remarketing Dealer") entered into a Remarketing Agreement (a "Remarketing Agreement"). No Holder or beneficial owner of any Notes shall have any rights or claims under the Remarketing Agreement or against the Company or the Remarketing Dealer as a result of the Remarketing Dealer not purchasing the Notes. The Remarketing Dealer, in its individual or any other capacity, may buy, sell, hold and deal in any of the Notes. The Remarketing Dealer may exercise any vote or join in any action which any Holder or beneficial owner of the Notes may be entitled to exercise or take with like effect as if such Remarketing Dealer did not act in any capacity under its Remarketing Agreement. The Remarketing Dealer, in its individual capacity, either as principal or agent, may also engage in or have an interest in any financial or other transaction with the Company as freely as if it did not act in any capacity under its respective Remarketing Agreement. Mandatory Repurchase by the Company If any Termination Event occurs, the Company will repurchase the entire principal amount of the Notes on the Coupon Reset Date at the Purchase/Repurchase Price plus accrued and unpaid interest, if any, on the Notes. Optional Repurchase by the Company If the Remarketing Dealer gives the Remarketing Notification, then, not later than the fourth Business Day following the Notification Date, the Company may irrevocably elect, by notice in writing to the Remarketing Dealer and the Trustee, to terminate the Coupon Reset Process, whereupon the Company will repurchase the entire principal amount of the Notes on the Coupon Reset Date at the Purchase/Repurchase Price plus accrued and unpaid interest, if any, on the Notes. In case the Company is required to or elects to purchase the Notes pursuant to either of the preceding two paragraphs, the Company shall deliver the Purchase/Repurchase Price in immediately available funds to the Trustee by no later than 10:00 A.M., New York time, on the Coupon Reset Date, and the Holder of this Note shall be required to deliver, and any owner of a beneficial interest in this Note shall be deemed to have delivered its beneficial interest in, this Note to the Company against payment of the Purchase/Repurchase Price on the Coupon Reset Date through the facilities of the Depositary. Notes that have been purchased by the Company as aforesaid shall be canceled by the Trustee in accordance with the Indenture and no Notes may be issued in lieu thereof or in exchange therefor. The Notes are not subject to redemption prior to maturity except in accordance with the following paragraphs. Redemption Upon the occurrence of a Merger Redemption Event (as defined below), the Notes shall be subject to redemption in whole but not in part at a redemption price equal to 102% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the date of redemption. Immediately following a Merger Redemption Event, the Company will mail a notice to the Trustee and the Holders of the Notes stating that the Merger Redemption Event has occurred and that the Notes will be redeemed no later than 30 days after the date of such notice. The Notes shall be redeemed in whole at the foregoing redemption price by said 30th day. A "Merger Redemption Event" will be deemed to have occurred at such time as either of the following events occurs: (i) the Agreement and Plan of Merger, dated as of May 16, 1998 (the "Merger Agreement"), among the Company, MSC Acquisition, Inc. ("NEWCO") and Mercantile Stores Company, Inc. ("Mercantile") is terminated or (ii) the merger of NEWCO with and into Mercantile pursuant to the Merger Agreement is not consummated on or prior to October 31, 1998. General Matters If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66-2/3% in principal amount of the Securities at the time outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the time, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiples thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. This Note shall be governed by and construed in accordance with the laws of the State of New York. ___________________________ ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM --as tenants in common UNIF GIFT MIN ACT--______CUSTODIAN______ TEN ENT --as tenants by the entireties (Cust) (Minor) JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act of survivorship and not as tenants in common ______________________________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto Please Insert Social Security or Other Identifying Number of Assignee ________________ / / _________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE _________________________________________________________________ _________________________________________________________________ the within Note of Dillard's, Inc. and does hereby irrevocably constitute and appoint __________________________________________________________ attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: _________________________ ________________________________________ _________________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever. EX-4.G 15 DILLARD'S, INC. 6.39% RESET PUT SECURITY DUE 2013 REGISTERED REGISTERED NO. R-1 CUSIP 254067AE1 If this Security is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, New York, New York) or its nominee, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Security is exchanged in whole or in part for Securities in definitive form. Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co. has an interest herein. DILLARD'S, INC., a Delaware corporation (herein called the "Company", which term includes any successor corporation under the Indenture, hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $150,000,000 (ONE HUNDRED FIFTY MILLION DOLLARS) on August 1, 2013, subject to mandatory repayment of principal to the existing Holder hereof pursuant to the purchase and repurchase rights described on the reverse of this Security, and to pay interest thereon from August 7, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 1 and August 1 in each year, commencing February 1, 1999, at the rate of 6.39% per annum, from and including August 7, 1998 to but excluding the Coupon Reset Date referred to on the reverse hereof, and at the rate per annum determined in accordance with the Coupon Reset Process referred to on the reverse hereof, from and including the Coupon Reset Date, until the principal hereof is paid or made available for payment. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: August 7, 1998 TRUSTEE'S CERTIFICATE DILLARD'S, INC. OF AUTHENTICATION This is one of the By:_____________________ Securities of the series designated therein Senior Vice President referred to in the and Chief Financial Officer within-mentioned Indenture. THE CHASE MANHATTAN ATTEST: BANK, (formerly known as Chemical Bank), Trustee By:_____________________ By:_____________________ Assistant Secretary Authorized Officer (REVERSE OF NOTE) 6.39% RESET PUT SECURITY DUE 2013 This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness of the Company (the "Securities"), all issued or to be issued under and pursuant to an indenture, dated as of dated as of May 15, 1988, as supplemented by a First Supplemental Indenture dated as of December 16, 1988, a Second Supplemental Indenture dated as of September 14, 1990, and a Third Supplemental Indenture dated as of August 7, 1998 (the "Indenture"), between the Company and The Chase Manhattan Bank (formerly known as Chemical Bank), as Trustee (the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, duties and immunities thereunder of the Company and the Trustee and the rights thereunder of the Holders of the Securities. This Note is one of the series designated on the face hereof, limited in aggregate principal amount to $150,000,000 (the "Notes"). Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest Rate and Interest Payment Dates The Notes will bear interest at the rate of 6.39% from and including August 7, 1998 to but excluding August 1, 2003 (the "Coupon Reset Date"). Interest on the Notes will be payable semi-annually on February 1 and August 1 of each year, commencing February 1, 1999 (each, an "Interest Payment Date"). The interest payable, and punctually paid and duly provided for, on any Interest Payment Date will be paid to the Person in whose name this Note is registered at the close of business on the fifteenth calendar day (whether or not a Business Day) next preceding such Interest Payment Date (each such date a "Record Date"). Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Notes not less than 10 days prior to such special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest will be calculated based on a 360-day year consisting of twelve 30-day months. "Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or required by law or regulation to be closed. If the Remarketing Dealer (as defined below) purchases the Notes as described below, the Remarketing Dealer will reset the interest rate for the Notes effective on the Coupon Reset Date, pursuant to the Coupon Reset Process described below. In such circumstance, (i) this Note will be purchased by the Remarketing Dealer at 100% of the principal amount hereof on the Coupon Reset Date, on the terms and subject to the conditions described herein (interest accrued to but excluding the Coupon Reset Date will be paid by the Company on such date to the Holder hereof on the most recent Record Date), and (ii) from and including the Coupon Reset Date, the Notes will bear interest at the rate determined by the Remarketing Dealer in accordance with the procedures set forth under "Coupon Reset Process if Notes Are Remarketed" below. Maturity Date The Notes will mature on August 1, 2013 (the "Maturity Date"). On the Coupon Reset Date pursuant to automatic purchase of this Note, the Holder hereof will be entitled to receive 100% of the principal amount hereof (the "Purchase/Repurchase Price") (interest accrued to but excluding the Coupon Reset Date will be paid by the Company on such date to the Holders of the Notes on the most recent Record Date) from either (i) the Remarketing Dealer, if the Remarketing Dealer purchases this Note, or (ii) the Company, pursuant to either optional or mandatory repurchase of this Note by the Company. Purchase by the Remarketing Dealer; Remarketing If the Remarketing Dealer gives notice in writing (the "Remarketing Notification") to the Company and the Trustee on a Business Day (the "Notification Date") not later than fifteen calendar days prior to the Coupon Reset Date of its intention to purchase the Notes for remarketing, the Notes will be automatically purchased, or deemed purchased, by the Remarketing Dealer at the Purchase/Repurchase Price on the Coupon Reset Date, except in the circumstances described below. Interest accrued to but excluding the Coupon Reset Date will be paid by the Company on such date to the Holder hereof on the most recent Record Date. If the Remarketing Dealer purchases the Notes as aforesaid, from and after the Coupon Reset Date, the Notes will bear interest at the Coupon Reset Rate. The Remarketing Notification must contain the requisite delivery details, including the identity of the Remarketing Dealer's account with The Depository Trust Company, New York, New York (the "Depositary"). The Remarketing Dealer may revoke the Remarketing Notification and terminate its obligation to remarket the Notes by giving notice thereof to the Company and the Trustee at any time prior to 2:00 p.m., New York time, on the Business Day prior to the Coupon Reset Date. Such revocation will terminate the Coupon Reset Process. If the Remarketing Dealer gives the Remarketing Notification as aforesaid, then unless a Termination Event (as defined below) occurs, not later than 2:00 P.M., New York time, on the Business Day prior to the Coupon Reset Date, the Remarketing Dealer shall deliver the Purchase/Repurchase Price in immediately available funds to the Trustee for payment of the Purchase/Repurchase Price on the Coupon Reset Date and the Holder of this Note shall be required to deliver, and any owner of a beneficial interest in this Note shall be deemed to have delivered its beneficial interest in, this Note to the Remarketing Dealer against payment of the Purchase/Repurchase Price on the Coupon Reset Date through the facilities of the Depositary. The Remarketing Dealer's obligation to purchase the Notes will be terminated and the Coupon Reset Process will terminate, if any of the following (a "Termination Event") occurs: (i) an Event of Default occurs under the Indenture (in which case, termination is at the Remarketing Dealer's option); (ii) on the Bid Date (as defined below), fewer than two Dealers (as defined below) submit timely Bids (as defined below) substantially as provided below (in which case, termination is automatic); (iii) the Company exercises its right to repurchase the Notes as described under "-Optional Repurchase by the Company" below (in which case, termination is automatic); (iv) a "legal defeasance" or a "covenant defeasance" under Section 403 or 1010 of the Indenture has occurred; (v) the Remarketing Dealer fails to pay the Purchase/Repurchase Price by 2:00 p.m., New York time, on the Business Day prior to the Coupon Reset Date (other than due to the occurrence of a Market Disruption Event, as such term is defined in the Remarketing Agreement referred to below) (in which case, termination is automatic); (vi) the Remarketing Dealer does not give the Remarketing Notification (in which case, termination is automatic); (vii) the Remarketing Dealer revokes the Remarketing Notification in the manner set forth above (in which case, termination is automatic); or (viii) prior to the Notification Date the Remarketing Dealer resigns and no successor has been appointed (in which case, termination is automatic). The Remarketing Dealer will give the Trustee immediate written notice of any Termination Event under clause (i), (ii) or (v) (in the case of a Market Disruption Event) and the Company will give the Trustee immediate written notice of a Termination Event under clause (viii). If a Termination Event occurs, the Company will repurchase the Notes on the Coupon Reset Date as described below. The transactions described above will be executed on the Coupon Reset Date through the Depositary in accordance with the procedures of the Depositary, and the accounts of participants will be debited and credited and the Notes delivered by book- entry as necessary to effect the purchases and sales thereof. Notice to Holders by Trustee In anticipation of the purchase of the Notes by the Remarketing Dealer or the repurchase of the Notes by the Company on the Coupon Reset Date, the Trustee will notify the Holders of the Notes, not less than 30 days nor more than 60 days prior to the Coupon Reset Date, that all Notes shall be delivered on the Coupon Reset Date through the facilities of the Depositary against payment of the Purchase/Repurchase Price by the Remarketing Dealer or the Company. Coupon Reset Process if Notes Are Remarketed If the Remarketing Dealer elects to remarket the Notes, then the following steps (the "Coupon Reset Process") will be taken in order to determine the Coupon Reset Rate. The Company and the Remarketing Dealer will use reasonable efforts to cause the actions contemplated below to be completed in as timely a manner as possible. (a) No later than five Business Days prior to the Coupon Reset Date, the Company will provide the Remarketing Dealer with (i) a list (the "Dealer List"), containing the names and addresses of three dealers, one of whom shall be the Remarketing Dealer, from whom the Company desires the Remarketing Dealer to obtain Bids for the purchase of the Notes and (ii) such other material as may reasonably be requested by the Remarketing Dealer to facilitate a successful Coupon Reset Process. (b) Within one Business Day following receipt by the Remarketing Dealer of the Dealer List, the Remarketing Dealer will provide to each dealer ("Dealer") on the Dealer List (i) a copy of the Prospectus Supplement dated July 30, 1998 and Prospectus dated July 24, 1998, relating to the offering of the Notes (collectively, the "Prospectus Supplement"), (ii) a copy of the form of Notes and (iii) a written request that each Dealer submit a Bid to the Remarketing Dealer no later than 3:00 p.m., New York time, on the third Business Day prior to the Coupon Reset Date (the "Bid Date"). "Bid" means an irrevocable written offer given by a Dealer for the purchase of all of the Notes, settling on the Coupon Reset Date, and shall be quoted by such Dealer as a stated yield to maturity on the Notes ("Yield to Maturity"). Each Dealer shall also be provided with (i) the name of the Company, (ii) an estimate of the Remarketing Purchase Price (which shall be stated as a U.S. dollar amount and be calculated by the Remarketing Dealer in accordance with paragraph (c) below), (iii) the principal amount and maturity of the Notes and (iv) the method by which interest will be calculated on the Notes. (c) The purchase price for the Notes in connection with the Coupon Reset Process (the "Remarketing Purchase Price") shall be equal to (i) the principal amount of the Notes, plus (ii) a premium (the "Notes Premium") which shall be equal to the excess, if any, on the Coupon Reset Date of (A) the discounted present value to the Coupon Reset Date of a bond with a maturity of August 1, 2013 which has an interest rate of 5.503%, semiannual interest payments on each February 1 and August 1, commencing February 1, 2004, and a principal amount equal to the principal amount of the Notes, and assuming a discount rate equal to the Treasury Rate over (B) such principal amount of Notes. The "Treasury Rate" means the per annum rate equal to the offer side yield to maturity of the current on-the-run ten-year United States Treasury Security per Telerate page 500, or any successor page, no later than 3:00 p.m., New York time, on the Bid Date (or such other time or date that may be agreed upon by the Company and the Remarketing Dealer) or, if such rate does not appear on Telerate page 500, or any successor page, at such time, the rates on GovPX End-of-Day Pricing at 3:00 p.m., New York time, on the Bid Date (or such other time or date that may be agreed upon by the Company and the Remarketing Dealer). (d) The Remarketing Dealer will provide written notice to the Company as soon as practicable on the Bid Date, setting forth (i) the names of each of the Dealers from whom the Remarketing Dealer received Bids on the Bid Date, (ii) the Bid submitted by each such Dealer and (iii) the Remarketing Purchase Price as determined pursuant to paragraph (c) above. Except as provided below, the Remarketing Dealer will thereafter select from the Bids received the Bid with the lowest Yield to Maturity (the "Selected Bid"); provided, however, that (i) if the Remarketing Dealer has not received a timely Bid from a Dealer on or before the Bid Date, the Selected Bid shall be the lowest of all Bids received by such time and (ii) if any two or more of the lowest Bids submitted are equivalent, the Company shall in its sole discretion select any of such equivalent Bids (and such selected Bid shall be the Selected Bid). In all cases, the Remarketing Dealer shall have the right to match the Bid with the lowest Yield to Maturity in which case the Remarketing Dealer's Bid shall be the Selected Bid. The Remarketing Dealer will set the Coupon Reset Rate equal to the interest rate that will amortize the Notes Premium fully over the term of the Notes at the Yield to Maturity indicated by the Selected Bid. (e) Immediately after calculating the Coupon Reset Rate for the Notes, the Remarketing Dealer will provide written notice to the Company and the Trustee, setting forth the Coupon Reset Rate. The Coupon Reset Rate for the Notes will be effective from and including the Coupon Reset Date. The Remarketing Dealer On or prior to the date of original issuance of the Notes, the Company and Morgan Stanley & Co. Incorporated (the "Remarketing Dealer") entered into a Remarketing Agreement (a "Remarketing Agreement"). No Holder or beneficial owner of any Notes shall have any rights or claims under the Remarketing Agreement or against the Company or the Remarketing Dealer as a result of the Remarketing Dealer not purchasing the Notes. The Remarketing Dealer, in its individual or any other capacity, may buy, sell, hold and deal in any of the Notes. The Remarketing Dealer may exercise any vote or join in any action which any Holder or beneficial owner of the Notes may be entitled to exercise or take with like effect as if such Remarketing Dealer did not act in any capacity under its Remarketing Agreement. The Remarketing Dealer, in its individual capacity, either as principal or agent, may also engage in or have an interest in any financial or other transaction with the Company as freely as if it did not act in any capacity under its respective Remarketing Agreement. Mandatory Repurchase by the Company If any Termination Event occurs, the Company will repurchase the entire principal amount of the Notes on the Coupon Reset Date at the Purchase/Repurchase Price plus accrued and unpaid interest, if any, on the Notes. Optional Repurchase by the Company If the Remarketing Dealer gives the Remarketing Notification, then, not later than the fourth Business Day following the Notification Date, the Company may irrevocably elect, by notice in writing to the Remarketing Dealer and the Trustee, to terminate the Coupon Reset Process, whereupon the Company will repurchase the entire principal amount of the Notes on the Coupon Reset Date at the Purchase/Repurchase Price plus accrued and unpaid interest, if any, on the Notes. In case the Company is required to or elects to purchase the Notes pursuant to either of the preceding two paragraphs, the Company shall deliver the Purchase/Repurchase Price in immediately available funds to the Trustee by no later than 10:00 A.M., New York time, on the Coupon Reset Date, and the Holder of this Note shall be required to deliver, and any owner of a beneficial interest in this Note shall be deemed to have delivered its beneficial interest in, this Note to the Company against payment of the Purchase/Repurchase Price on the Coupon Reset Date through the facilities of the Depositary. Notes that have been purchased by the Company as aforesaid shall be canceled by the Trustee in accordance with the Indenture and no Notes may be issued in lieu thereof or in exchange therefor. The Notes are not subject to redemption prior to maturity except in accordance with the following paragraphs. Redemption Upon the occurrence of a Merger Redemption Event (as defined below), the Notes shall be subject to redemption in whole but not in part at a redemption price equal to 102% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the date of redemption. Immediately following a Merger Redemption Event, the Company will mail a notice to the Trustee and the Holders of the Notes stating that the Merger Redemption Event has occurred and that the Notes will be redeemed no later than 30 days after the date of such notice. The Notes shall be redeemed in whole at the foregoing redemption price by said 30th day. A "Merger Redemption Event" will be deemed to have occurred at such time as either of the following events occurs: (i) the Agreement and Plan of Merger, dated as of May 16, 1998 (the "Merger Agreement"), among the Company, MSC Acquisition, Inc. ("NEWCO") and Mercantile Stores Company, Inc. ("Mercantile") is terminated or (ii) the merger of NEWCO with and into Mercantile pursuant to the Merger Agreement is not consummated on or prior to October 31, 1998. General Matters If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66-2/3% in principal amount of the Securities at the time outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the time, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiples thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. This Note shall be governed by and construed in accordance with the laws of the State of New York. ___________________________ ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM --as tenants in common UNIF GIFT MIN ACT--______CUSTODIAN_______ TEN ENT --as tenants by the entireties (Cust) (Minor) JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act of survivorship and not as tenants in common ______________________________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto Please Insert Social Security or Other Identifying Number of Assignee ________________ / / _________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE _________________________________________________________________ _________________________________________________________________ the within Note of Dillard's, Inc. and does hereby irrevocably constitute and appoint __________________________________________________________ attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: _________________________ _______________________________________ _______________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever. -----END PRIVACY-ENHANCED MESSAGE-----