DILLARD'S, INC.
("Company")
Debt Securities
TERMS AGREEMENT
October 29, 1998
Dillard's, Inc.
1600 Cantrell Road
Little Rock, Arkansas 72201
Attention: Vice President and Treasurer
Dear Sirs:
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 7, 1998, between the
Company and The Chase Manhattan Bank, as Trustee, on the
following terms:
Title: 5.79% Notes Due November 15, 2001
Aggregate Principal Amount: $150,000,000
Interest: 5.79% per annum, from November 4, 1998, payable
semiannually on May 15 and November 15 and commencing May 15,
1999, to holders of record on the preceding May 1 or November 1,
as the case may be.
Maturity: November 15, 2001
Redemption: No provisions for redemption.
Purchase Price: 99.60% of the principal amount of the
Securities, plus accrued interest from November 3, 1998, if any.
Expected Reoffering Price: 100% of the principal amount of
the Securities, plus accrued interest from November 4, 1998, if
any.
Specified Funds for Payment of Purchase Price: Federal (same-
day) funds.
Closing Date: 10:00 a.m. on November 4, 1998 at the offices
of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York,
New York 10017.
Name and Address of Representatives:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
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 us 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 Goldman, Sachs & Co. 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,
GOLDMAN, SACHS & CO.
/s/ Goldman, Sachs & Co.
(Goldman, Sachs & Co.)
To: Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
We accept the offer contained in your letter dated October
29, 1998, relating to $150,000,000 principal amount of our 5.79%
Notes due November 15, 2001. 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