TO: ALL DILLARD VENDORS & SUPPLIERS
DATE: JANUARY 12,1996
RE: DILLARD BUSINESS POLICY

As we begin a new year, we at Dillard's believe it is appropriate to restate and reiterate the principles upon which our relationship with vendors and suppliers will be based.

For many years, Dillard's business relationship with its vendors and suppliers has been governed by terms and conditions contained on our purchase order form as supplemented by communications with our merchants. These terms and conditions have also been applicable to electronic transactions. The terms and conditions have historically contained various commercial requirements as well as directives requir ing compliance with various laws. These various business conditions have been re -evaluated and have resulted in the preparation of a document entitled Dillard Department Stores, Inc. Purchase Order Terms, Conditions and Instructions, a copy of which is attached hereto. These terms apply to all orders placed with you; and acceptance of Dillard purchase orders, whether in writing or by electronic means, expressly constitutes your acceptance, as a vendor or supplier, of the terms, condi tions, and instructions contained in the attached document as it may be supple mented from time to time. Without strict compliance with the elements of the at tached Dillard Department Stores, Inc. Purchase Order Terms, Conditions and In structions, we will be unable to establish or continue a business relationship.

Dillard's particularly calls to your attention the portion of the attached which deals with the manner in which our merchandise is manufactured and shipped. Recent negative industry publicity has motivated us to restate and emphasize our longstanding philosophy and policy that all Dillard merchandise must be manufactured and shipped in compliance with all laws. We particularly wish to emphasize to all of our domes tic and foreign vendors and suppliers that no Dillard merchandise will be manufac tured or shipped by use of illegal forced labor, illegal convict labor, or illegal child labor. Further, all domestic or foreign suppliers of Dillard merchandise must conduct their business in compliance with all other laws and regulations relative to employ ment, manufacturing, shipping, customs and environment practices.

Compatible with the above, we are also re-negotiating our agreements with our foreign buying agents. These new buying agency agreements will include prohibi tions against illegal child labor and other forms of illegal employment, manufactur ing, shipping, customs and environmental practices identical to those contained in the enclosed. Our buying agents will be required to periodically spot check compli ance with these standards. In addition, corporate representatives of Dillard's will be making periodic inspections of manufacturing facilities to insure compliance.

We believe that these high standards are compatible with our philosophy of bringing quality products to our customers.