THIS CAPITAL SECURITIES CERTIFICATE IS A GLOBAL CAPITAL
SECURITIES CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS CAPITAL SECURITY
CERTIFICATE IS EXCHANGEABLE FOR CAPITAL SECURITIES CERTIFICATES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
TRUST AGREEMENT AND 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 OF ANOTHER NOMINEE OF THE
DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
TRUST AGREEMENT.
UNLESS THIS CAPITAL SECURITY CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION ("DTC"), TO DILLARD'S CAPITAL TRUST I OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CAPITAL SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF SUCH NOMINEE AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO SUCH ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO A PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, HAS AN INTEREST
HEREIN.
NO EMPLOYEE BENEFIT OR OTHER PLAN OR INDIVIDUAL
RETIREMENT ACCOUNT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE") (EACH, A "PLAN"), NO ENTITY WHOSE UNDERLYING ASSETS
INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE
ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN
ASSETS" OF ANY PLAN, MAY ACQUIRE OR HOLD THIS CAPITAL SECURITIES
CERTIFICATE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASE AND
HOLDING IS COVERED BY THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S.
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
("PTCE") 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE
EXEMPTION WITH RESPECT TO SUCH PURCHASE AND HOLDING. ANY
PURCHASER OR HOLDER OF THE CAPITAL SECURITIES CERTIFICATE OR ANY
INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS
PURCHASE AND HOLDING HEREOF THAT EITHER (A) THE PURCHASER AND
HOLDER ARE NOT A PLAN OR A PLAN ASSET ENTITY AND IS NOT
PURCHASING SUCH SECURITIES ON BEHALF OF OR WITH "PLAN ASSETS" OF
ANY PLAN, OR (B) THE PURCHASE AND HOLDING OF THE CAPITAL
SECURITIES IS COVERED BY THE EXEMPTIVE RELIEF PROVIDED BY PTCE 96-
23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION.
CERTIFICATE NUMBER: C-1 CUSIP NO. 254 06P 200
8,000,000 CAPITAL SECURITIES
CERTIFICATE EVIDENCING CAPITAL SECURITIES OF
DILLARD'S CAPITAL TRUST I
7.50% CAPITAL SECURITIES
(LIQUIDATION AMOUNT $25 PER CAPITAL SECURITY)
Dillard's Capital Trust I, a statutory business trust
created under the laws of the State of Delaware (the "Issuer
Trust"), hereby certifies that Cede & Co. (the "Holder") is the
registered owner of $200,000,000 in aggregate liquidation amount
of capital securities of the Issuer Trust representing an
undivided beneficial ownership interest in the assets of the
Issuer Trust and designated the Dillard's Capital Trust I 7.50%
Capital Securities (liquidation amount $25 per Capital Security)
(the "Capital Securities"). The Capital Securities are
transferable on the books and records of the Issuer Trust, in
person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as
provided in Section 5.5 of the Trust Agreement (as defined
below). The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Capital
Securities are set forth in, and this certificate and the Capital
Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of the Amended
and Restated Trust Agreement of the Issuer Trust, dated as of
August 12, 1998, as the same may be amended from time to time
(the "Trust Agreement"), among Dillard's, Inc, as Depositor, The
Chase Manhattan Bank, as Property Trustee, Chase Manhattan Bank
Delaware, as Delaware Trustee, two individuals selected by the
holders of the Common Securities to act as administrators with
respect to the Issuer Trust (the "Administrators") and the
Holders of Trust Securities, including the designation of the
terms of the Capital Securities as set forth therein. The Holder
is entitled to the benefits of the Guarantee Agreement entered
into by Dillard's, Inc., a Delaware corporation, and The Chase
Manhattan Bank, as Guarantee Trustee, dated as of August 12, 1998
(the "Guarantee Agreement"), to the extent provided therein. The
Issuer Trust will furnish a copy of the Trust Agreement and the
Guarantee Agreement to the Holder without charge upon written
request to the Issuer Trust at its principal place of business or
registered office.
Upon receipt of this certificate, the Holder is bound
by the Trust Agreement and is entitled to the benefits
thereunder.
Terms used but not defined herein have the meanings set
forth in the Trust Agreement.
IN WITNESS WHEREOF, one of the Administrators of the
Issuer Trust has executed this certificate this 12th day of
August, 1998.
DILLARD'S CAPITAL TRUST I
By:_________________________________
Name:
Title:
Certificate of Authentication
This is one of the Capital Securities referred to in the within-
mentioned Trust Agreement.
The Chase Manhattan Bank, as Property Trustee
By:________________________________________
Authorized Officer
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and
transfers this Capital Security to:
(Insert assignee's social security or tax identification number)
(Insert address and zip code of assignee)
and irrevocably appoints
agent to transfer this Capital Security Certificate on the books
of the Issuer Trust. The agent may substitute another to act for
him or her.
Date:_______________________ Signature:
(Sign exactly as your name
appears on the other side of
this Capital Security
Certificate)
Signature Guarantee:
SIGNATURE GUARANTEE
Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Property Trustee,
which requirements include membership or participation in the
Security Transfer Agent medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the
Property Trustee in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as
amended.