AMENDMENT TO EMPLOYMENT AGREEMENT

          The Employment Agreement, dated as of October 22, 1995, by and
between PROFFITT'S, INC., a Tennessee Corporation (the "Company"), and
W. Thomas Gould (the "Executive"), is hereby amended, effective as of
February 13, 1997, by amending Section 3.2 of the Employment Agreement
as set forth below.
          1.   Section 3.2 of the Employment Agreement is deleted, and
replaced in its entirety as follows:
     Section 3.2.  Severance Amounts.  If the Executive's employment
terminates for any reason, other than by the Company upon conviction of
the Executive of, or plea by the Executive of guilty or nolo contendere
to, a felony involving moral turpitude with respect to the business of
the Company, the Company shall, in addition to the payments under
Section 3.1, (a) continue to pay Executive (or his designated
beneficiary), through February [2], 2001, his base compensation
($750,000), payable at such intervals as such base compensation would
ordinarily be paid, (b) continue to allow the Executive (or his
designated beneficiary) to exercise his Option (and any subsequently
granted options) to purchase common stock of the Company pursuant to the
terms set forth in the LTIP (other than any provisions in the LTIP that
terminate the exercise period for the Option) until the first to occur
of (i) February [2], 2001 or (ii) the second anniversary of the
Executive's Date of Termination, (c) continue to provide, through
February [2], 2001, medical and life insurance coverage in accordance
with such Company's programs for similarly situated senior management
(and their dependents) as it may exist from time to time and
(d) continue to allow the Executive (or his designated beneficiary) to
exercise all outstanding stock options granted to Executive by Younkers,
Inc., and assumed by the Company, until the first to occur of (i) the
regularly scheduled expiration of the term of the stock option or
(ii) the first anniversary of the Executive's Date of Termination.  If
the Executive's employment is terminated by his death, the Company shall
direct that all amounts described in Section 3.1 and this Section 3.2 be
paid to the Executive's designated beneficiaries, or to the executors,
administrators or other legal representatives of the Executive (in such
order of priority) as the Executive may have filed with the Company.
          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             

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