EXHIBIT 10
AMENDED AND RESTATED
DILLARD'S, INC.
CORPORATE OFFICERS NON-QUALIFIED PENSION PLAN
1. Purpose. The purpose of the Corporate Officers Non-Qualified Pension Plan
is to encourage continuing employment in the Company by Corporate Officers, to encourage
Corporate Officers to increase their efforts in behalf of the Company and to otherwise promote the
best interests of the Company.
2. Qualifications. The following conditions must be met to qualify for pension benefits:
(a) Serve as a Corporate Officer for five (5) of the last ten (10) years of
employment by the Company. Corporate Officers are persons designated as such and elected by the
Board of Directors, and include Chairman, Vice-Chairman, President, all Vice-Presidents,
Secretary and Treasurer. Mr. William Dillard is specifically excluded from this Plan.
(b) Employment by the Company for a minimum of fifteen (15) years or ten (10) years
at age 65. Employment by the Company is defined to mean employment by Dillard's, Inc., Mayer &
Schmidt, Dillard Department Stores, Inc., or any subsidiary of the above corporations after
acquisition thereof.
3. Pension Benefits. Annual pension benefit will be the greater of an amount equal to:
(a) 1-1/2% of the average annual pension earnings for the three fiscal years of
employment during which annual pension earnings are the highest multiplied by the total years of
employment;
(b) 1-1/2% of the average annual base salary for the five years of employment
ending on December 31, 2002, multiplied by the total years of employment ending on December 31,
2002; or
(c) 1-2/3% of the average annual base salary for the five years of employment
ending on December 31, 2002, multiplied by the total years of employment ending on December 31,
2002, less 58% of the individual's primary FICA benefit.
Annual pension earnings for a fiscal year is defined to mean the excess of the sum of base salary and bonus for
the fiscal year over the maximum amount of earnings considered wages under Section 3121(a)(1) of the Internal
Revenue Code for the calendar year in which such fiscal year commences. Pension benefits will be paid 1/12 of
annual benefit on the first day of each month following retirement. On the third anniversary of the officer's
retirement, the annual benefit will be adjusted for the increase in an appropriate Consumer Price Index, and each
third year anniversary thereafter."
4. Retirement Date. The normal retirement date will be at age 65. Years of service and
pension benefits will not continue to accrue past age 65.
5. Dis-Qualification. An otherwise qualified person will be disqualified from drawing
pension benefits under the following circumstances:
(a) Dismissal for dishonesty or criminal offense against the Company.
(b) Resignation or termination for the purpose or with result or intent to accept
employment or be employed in a management position with a competitive or comparable business to
the Company.
6. Early Retirement. After the required minimum years of employment (15 years), early retirement
may be requested by an officer or by the Company after age 55. Upon early retirement, the annual pension
benefit will be reduced by 2-1/2% for each year between the officer's attained age and his 65th birthday.
7. Early Retirement - Disability. After the required minimum years of employment (15 years),
early retirement may be granted for disability. After establishing Social Security Benefits for Disability,
the pension benefit would not be reduced for age under 65.
8. Death Benefits. In the event of death prior to qualification for normal retirement, no benefits
are vested to the officer or his beneficiary. In the event of death after retirement or qualification for
normal retirement, the officer's beneficiary will receive the monthly benefit each month until the fifth (5th)
anniversary of the officer's retirement or qualification for normal retirement.
9. Administrative Committee. The administration of the Plan, the exclusive and discretionary
power to determine eligibility for benefits and to interpret the terms of the Plan, and the responsibility
for carrying out the Plan's provisions shall be vested in the Administrative Committee which shall consist
of at least three members any or all of whom may be, but need not be, employees of the Company. The
Executive Committee of the Board shall appoint the Administrative Committee members and have the power of removal
and substitution. The Administrative Committee shall serve as the Plan's administrator as defined in the Employee
Retirement Income Security Act, as amended. The Administrative Committee shall designate among themselves a
chairman and vice chairman of the Administrative Committee and the chairman shall designate a secretary. Any
Administrative Committee member may resign by notifying the Executive Committee of the Board and the
Administrative Committee in writing. The Administrative Committee shall establish rules for administration of
the Plan and transaction of its business. The Administrative Committee shall hold meetings and determine the
notice, place and time of each. A majority of its members shall constitute a quorum. Decisions with a quorum
present shall be by majority vote. The decisions of the Administrative Committee as to interpretation and
application of the Plan shall be final and binding. The action of a majority expressed in writing without a
meeting shall constitute the action of the Administrative Committee and shall have the same effect as if
consented to by every Administrative Committee member. Nothing in this Article shall prohibit a member of the
Administrative Committee from serving as such in addition to being an officer, employee, agent or other
representative of the Company. The Company shall indemnify each Administrative Committee member and any other
employee of the Company involved in the administration of the Plan against all costs, expenses and liabilities,
including reasonable attorney's fees incurred in connection with any action, suit or proceeding instituted
against him while acting in good faith in discharging his duties with respect to the Plan. This indemnification
is limited to the amount of such costs and expenses that are not otherwise covered under insurance now or
hereafter provided by the Company.
10.Claim Procedure.
(a) A person who believes that he is entitled to a benefit or a different benefit
than the one determined by the Administrative Committee shall have the right to file with the
Administrative Committee a written notice of claim. The Administrative Committee shall either
grant or deny such claim within 90 days after receipt of such written notice of claim (or within
such other period as may mutually agreed to by the parties), unless special circumstances
require an extension of time of up to an additional 90 days for processing the claim and
appropriate notice of such extension is given; provided, however, that any delay on the part of
the Administrative Committee in arriving at a decision shall not adversely affect benefits
payable under a granted claim.
(b) Any person who makes a claim that is denied shall have the right to appeal the
denial of his claim to the Administrative Committee for a full review at any time within 60 days
after the claimant receives written notice of such denial. The final decision of the
Administrative Committee shall be made not later than 60 days after its receipt from the
claimant of a request for review, unless special circumstances, such as the need to hold a
hearing, require an extension of time for processing in which case a decision shall be made as
soon as possible but not later than 120 days after receipt of a request for review. Such
decision shall be made in writing and shall be final and binding on the claimant.
