Schedule 13d

Filed by: BARINGTON COMPANIES EQUITY PARTNERS L P
Subject Company: DILLARD'S INC
Filed as of Date: 05/20/2008
View Original Filing on Edgar's


Page 27 of 29 Pages


EXHIBIT 99.11


 

AGREEMENT OF JOINT FILING

 

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D/A (the "Statement") to which this Agreement is attached as an exhibit, and any amendments thereto, and agree that such Statement, as so filed, is filed on behalf of each of them.


This Agreement of Joint Filing supersedes and replaces the Agreement of Joint Filing dated April 2, 2008.


IN WITNESS WHEREOF, the undersigned have executed this Agreement.


Dated:   May 19, 2008





BARINGTON COMPANIES EQUITY PARTNERS, L.P.

By:

Barington Companies Investors, LLC, its general partner


By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:    Managing Member



BARINGTON COMPANIES INVESTORS, LLC


By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member



BARINGTON INVESTMENTS, L.P.

By:

Barington Companies Advisors, LLC, its general partner


By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:   Managing Member






Page 28 of 29 Pages


BARINGTON COMPANIES ADVISORS, LLC


By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:   Managing Member


BARINGTON COMPANIES OFFSHORE FUND, LTD.


By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:   Authorized Signatory



BARINGTON OFFSHORE ADVISORS II, LLC

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

Title:   Managing Member



BARINGTON CAPITAL GROUP, L.P.

By:  LNA Capital Corp., its general partner


By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:   President and CEO



LNA CAPITAL CORP.


By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:   President and CEO



/s/ James A. Mitarotonda

James A. Mitarotonda






Page 29 of 29 Pages


RJG CAPITAL PARTNERS, L.P.

By: RJG Capital Management, LLC, its general partner

By: /s/ Ronald J. Gross

Name: Ronald J. Gross

Title: Managing Member


RJG CAPITAL MANAGEMENT, LLC

By: /s/ Ronald J. Gross

Name: Ronald J. Gross

Title:   Managing Member



/s/ Ronald J. Gross

Ronald J. Gross