AMENDMENT TO YOUNKERS, INC.
                 DEFERRED COMPENSATION AGREEMENT



          It is agreed that the distribution provisions of each of
the Deferred Compensation Agreements between Younkers, Inc.
("Younkers") and W. Thomas Gould (the "Employee"), dated June 10,
1985, January 1, 1986, January 1, 1987, January 1, 1988 and
December 28, 1988, as amended effective September 30, 1991 (the
"1991 Amendment"), are hereby amended effective February 13, 1997,
as follows:
1.   The first sentence of Paragraph 2 (a) of the 1991 Amendment is
amended to read in its entirety as follows:
          (a)  Following termination of the services of the
       Employee with Proffitt's, Inc. ("Proffitt's") for any
       reason (including but not limited to death, total and
       limited disability, retirement and voluntary or involuntary
       termination as an employee), Proffitt's shall distribute to
       Employee or his beneficiary(ies), pursuant to paragraph (b)
       below, shares of Proffitt's stock represented by the units
       in said Stock Account, together with any assets credited to
       the Cash Account (including interest).
       
       2. Paragraph 2 (b) of the 1991 Amendment is amended to read in
  its entirety as follows:
     (b)  Upon the first to occur of the Employee's
       termination of employment, death or total and permanent
       disability, all benefits payable hereunder (including
       without limitation, all interest credits thereon) shall be
       paid on the first business day in January of the year
       immediately following such event.
       
          IN WITNESS WHEREOF, the parties have executed this
  Amendment on the date and year first above written.
  
                                   PROFFITT'S, INC.
  
  
  
                              By:  _____________________________
                                   R. Brad Martin
                                     Chairman of the Board of 
                                     Directors and Chief
                                     Executive Officer 
  
  
  
                                   EXECUTIVE
  
  
                                   ____________________________
                                   W. Thomas Gould