PROFFITTS INC, S-3, 1998-08-20

PROFFITTS INC
S-3, 1998-08-20
DEPARTMENT STORES

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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<TABLE>
<S> <C> <C>
PROFFITT'S, INC. TENNESSEE 62-0331040
PROFFITT'S CAPITAL TRUST I DELAWARE APPLIED FOR
PROFFITT'S CAPITAL TRUST II DELAWARE APPLIED FOR
PROFFITT'S CAPITAL TRUST III DELAWARE APPLIED FOR
PROFFITT'S CAPITAL TRUST IV DELAWARE APPLIED FOR
PROFFITT'S CAPITAL TRUST V DELAWARE APPLIED FOR
(EXACT NAME OF REGISTRANTS AS (STATES OR OTHER JURISDICTIONS OF (I.R.S. EMPLOYER
SPECIFIED IN THEIR CHARTERS) INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBERS)
</TABLE>

<TABLE>
<S> <C>
BRIAN J. MARTIN, ESQ.
PROFFITT'S, INC.
750 LAKESHORE PARKWAY 750 LAKESHORE PARKWAY
BIRMINGHAM, ALABAMA 35211 BIRMINGHAM, ALABAMA 35211
(205) 940-4000 (205) 940-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING NUMBER,
AREA CODE, OF REGISTRANTS' PRINCIPAL EXECUTIVE
OFFICES) INCLUDING AREA CODE, OF AGENT FOR SERVICE)
</TABLE>

COPIES TO:

RALPH F. MACDONALD, III
MARK C. KANALY
ALSTON & BIRD LLP
ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309
(404) 881-7000

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective as determined by
market conditions and other factors.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest re-investment plans, please check the
following box. [_]

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest re-investment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act Registration Statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [_]

If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]

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<PAGE>

CALCULATION OF REGISTRATION FEE
<TABLE>
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- -------------------------------------------------------------------------------------------------------------
<CAPTION>
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TO BE REGISTERED(1) REGISTERED(2)(6) PER UNIT(3)(4) PRICE(4)(6)(7) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Senior Debt Securities of
Proffitt's, Inc.(5)............ $2,500,000,000(11) 100% $2,500,000,000 $737,500(12)
Subordinated Debt Securities of
Proffitt's, Inc.(5)............
Preferred Stock, $1.00 par value,
of Proffitt's, Inc.(5).........
Depositary Shares of Proffitt's,
Inc.(5)........................
Common Stock, $.10 par value, of
Proffitt's, Inc.(5)............
Warrants of Proffitt's, Inc.(8).
Stock Purchase Contracts of
Proffitt's, Inc.(9)............
Stock Purchase Units of
Proffitt's, Inc.(9)............
Preferred Securities of
Proffitt's Capital Trust I,
Proffitt's Capital Trust II,
Proffitt's Capital Trust III,
Proffitt's Capital Trust IV
and/or Proffitt's Capital Trust
V (collectively, the "Proffitt's
Trusts")(10)...................
Guarantees of Preferred
Securities of the Proffitt's
Trusts(10).....................
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Such indeterminate number or principal amount of Senior Debt Securities,
Subordinated Debt Securities, Preferred Stock, Depositary Shares, Common
Stock, Warrants, Stock Purchase Contracts, and Stock Purchase Units of
Proffitt's, Inc. and such indeterminate number of Preferred Securities of
the Proffitt's Trusts as may from time to time be issued at indeterminate
prices. Subordinated Debt Securities may be issued and sold to the
Proffitt's Trusts, in which event such Subordinated Debt Securities may
later be distributed to the holders of Preferred Securities upon a
dissolution of the applicable Proffitt's Trust and the distribution of
the assets thereof. This Registration Statement also covers delayed
delivery contracts that may be issued by the Registrant under which the
party purchasing such contracts may be required to purchase Senior Debt
Securities, Subordinated Debt Securities, Preferred Stock or Common
Stock. Such contracts may be issued together with the specific Securities
to which they relate. In addition, Securities registered hereunder may be
sold either separately or as units comprised of more than one type of
Security registered hereunder.

(2) In United States dollars or the equivalent thereof in any other currency,
currency unit or units, or composite currency or currencies.

(3) Estimated solely for the purpose of computing the registration fee.

(4) Exclusive of accrued interest and distributions, if any.

(5) Also includes such indeterminate number of Senior Debt Securities,
Subordinated Debt Securities and shares of Preferred Stock, Depositary
Shares and Common Stock as may be issued upon conversion or exchange of
any Senior Debt Securities, Subordinated Debt Securities, Preferred Stock
or Depositary Shares that provide for conversion or exchange into other
Securities or upon exercise of Warrants for such Securities. It further
includes the rights to purchase one one-hundredth ( 1/100) of a share of
Series C Junior Preferred Stock that are associated with each share of
Common Stock.

(6) Such amount represents the principal amount of any Senior Debt Securities
or Subordinated Debt Securities issued at their principal amount, the
issue price of any Senior Debt Securities or Subordinated Debt Securities
issued at an original issue discount, the liquidation preference of any
Preferred Stock or Depositary Shares, the amount computed pursuant to
Rule 457(c) for any Common Stock, the issue price of any Warrants and the
exercise price of any Securities issuable upon exercise of Warrants.

(7) No separate consideration will be received for the Senior Debt
Securities, Subordinated Debt Securities, Preferred Stock, Depositary
Shares, Common Stock or Preferred Securities of the Proffitt's Trusts
issuable upon conversion of or in exchange for Senior Debt Securities,
Subordinated Debt Securities, Preferred Stock or Depositary Shares.

(8) Warrants may be sold separately or with Senior Debt Securities,
Subordinated Debt Securities, Preferred Stock, Depositary Shares or
Common Stock.

(9) Includes an indeterminable number of shares of Common Stock to be
issuable by Proffitt's, Inc. upon settlement of the Stock Purchase
Contracts or Stock Purchase Units.

(10) Includes the rights of holders of the Preferred Securities under the
Guarantees of Preferred Securities and back-up undertakings, consisting
of obligations by Proffitt's, Inc., as set forth in the Amended and
Restated Declaration of Trust, the Subordinated Debt Securities Indenture
and Supplemental Indentures thereto, in each case as further described in
the Registration Statement. No separate consideration will be received
for any Guarantees or any back-up undertakings.

(11) Includes $1,000,000,000 of unsold securities previously registered under
Registration Statement No. 333-55805.

(12) Pursuant to Rule 429 under the Securities Act, the registration fee
consists of $442,500 paid herewith and $295,000 which has been previously
paid in connection with Registration Statement No. 333-55805. See Note
(11).
<PAGE>

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PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 429 UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), THE PROSPECTUS INCLUDED IN
THIS REGISTRATION STATEMENT ALSO RELATES TO UNSOLD SECURITIES IN THE AGGREGATE
AMOUNT OF $1,000,000,000 THAT WERE PREVIOUSLY REGISTERED BY PROFFITT'S, INC.
AND PROFFITT'S CAPITAL TRUST I UNDER REGISTRATION STATEMENT NO. 333-55805 ON
FORM S-3 FILED ON JUNE 2, 1998. THIS REGISTRATION STATEMENT CONSTITUTES POST-
EFFECTIVE AMENDMENT NO. 1 TO SUCH PRIOR REGISTRATION STATEMENT. SUCH POST-
EFFECTIVE AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(C) OF THE SECURITIES ACT CONCURRENTLY WITH THE EFFECTIVENESS OF THIS
REGISTRATION STATEMENT.

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

3
<PAGE>

PROSPECTUS

$2,500,000,000

PROFFITT'S, INC.

SENIOR DEBT SECURITIES, SUBORDINATED DEBT SECURITIES,
PREFERRED STOCK, DEPOSITARY SHARES, COMMON STOCK, WARRANTS,
STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

PROFFITT'S CAPITAL TRUST I
PROFFITT'S CAPITAL TRUST II
PROFFITT'S CAPITAL TRUST III
PROFFITT'S CAPITAL TRUST IV
PROFFITT'S CAPITAL TRUST V

PREFERRED SECURITIES GUARANTEED ON A SUBORDINATED BASIS,
AS DESCRIBED HEREIN, BY PROFFITT'S, INC.

Proffitt's, Inc. (the "Company") may offer and sell from time to time the
following securities: (i) its unsecured senior debt securities ("Senior Debt
Securities") and unsecured subordinated debt securities ("Subordinated Debt
Securities," and, together with the Senior Debt Securities, the "Debt
Securities"), consisting of debentures, notes or other evidences of
indebtedness; (ii) shares of its preferred stock, par value $1.00 per share
(the "Preferred Stock"); (iii) depositary shares representing entitlement to
all rights and preferences of a fraction of a share of Preferred Stock of a
specific series ("Depositary Shares"), (iv) shares of its common stock, par
value $.10 per share (the "Common Stock"); (v) warrants to purchase any of the
foregoing Senior Debt Securities, Subordinated Debt Securities, Preferred
Stock, Depositary Shares or Common Stock (the "Warrants"); (vi) stock purchase
contracts ("Stock Purchase Contracts") to purchase Common Stock; or (vii)
stock purchase units ("Stock Purchase Units"), each Stock Purchase Unit
representing ownership of a Stock Purchase Contract and one of the following,
which will secure the holder's obligation to purchase Common Stock under the
Stock Purchase Contract: (x) Senior Debt Securities or Subordinated Debt
Securities, (y) Preferred Securities (as defined below), or (z) debt
obligations of third parties, including U.S. government or government agency
securities. Such securities may be offered in one or more separate classes or
series, in amounts, at prices, and on terms to be determined by market
conditions at the time of sale and to be set forth in a supplement or
supplements to this Prospectus (each, a "Prospectus Supplement"). Such
securities may be sold for U.S. dollars or foreign-denominated currency or
currency units, and amounts payable with respect to such securities may
likewise be payable in U.S. dollars or foreign-denominated currency or
currency units, in each case as the Company specifically designates.

Proffitt's Capital Trust I, Proffitt's Capital Trust II, Proffitt's Capital
Trust III, Proffitt's Capital Trust IV and Proffitt's Capital Trust V, (each a
"Proffitt's Trust" and, collectively, the "Proffitt's Trusts"), are separate
statutory business trusts created under the laws of the State of Delaware,
each of which may offer and sell from time to time preferred securities, which
may be designated as preferred securities or capital securities, representing
undivided beneficial interests in the assets of the applicable Proffitt's
Trust ("Preferred Securities").

(continued on following pages)

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is August 20, 1998.
<PAGE>

The payment of periodic cash distributions ("Distributions") with respect to
Preferred Securities out of monies held by such Proffitt's Trust, and payments
on liquidation, redemption or otherwise with respect to Preferred Securities,
will be guaranteed by the Company to the extent described herein (each a
"Trust Guarantee" and, collectively, the "Trust Guarantees"). Each Trust
Guarantee (i) will rank junior and subordinate in right of payment to all
other indebtedness of the Company, except indebtedness of the Company that by
its terms is subordinate or pari passu to the Trust Guarantee, and (ii) will
rank pari passu with most senior preferred or preference stock of the Company.
Subordinated Debt Securities may be issued and sold from time to time by the
Company in one or more series to the Proffitt's Trusts or a Trustee of any of
the Proffitt's Trusts in connection with the investment of the proceeds from
the offering of Preferred Securities and Common Securities (as defined herein)
of the Proffitt's Trusts. Subordinated Debt Securities purchased by any of the
Proffitt's Trusts may be subsequently distributed pro rata to holders of
Preferred Securities and Common Securities in connection with the dissolution
of the applicable Proffitt's Trust upon the occurrence of certain events as
may be described in an accompanying Prospectus Supplement. See "Description of
Preferred Securities," "Description of Trust Guarantees--Status of the Trust
Guarantees."

Specific terms of the particular securities in respect of which this
Prospectus is being delivered (the "Offered Securities"), will be set forth in
an accompanying Prospectus Supplement or Supplements, together with the terms
of the offering of the Offered Securities. A Prospectus Supplement will set
forth with regard to the particular Offered Securities, certain terms thereof,
including, where applicable, (i) in the case of Debt Securities, the ranking
as Senior or Subordinated Debt Securities, the specific title or designation,
aggregate principal amount, denominations, maturity, interest rate, if any
(which may be fixed or variable), the time and method of calculating interest
payments, if any, the time of payment of interest, if any, any listing on a
securities exchange, any exchangeability, conversion, redemption, prepayment
or sinking fund provisions, the currency or currencies or currency unit or
units in which principal, premium, if any, or interest, if any, is payable,
initial public offering price and any other specific terms of the Debt
Securities; (ii) in the case of Preferred Stock, the specific title or
designation, number of shares, and the rights, preferences and privileges
thereof, any qualifications or restrictions thereon (including dividends,
liquidation value, voting rights, terms for the redemption, conversion or
exchange thereof and any other specific terms of the Preferred Stock), and
listing, if any, on a securities exchange; (iii) in the case of Depositary
Shares, the fractional share of the series of Preferred Stock representing
such Depositary Shares, and the other information provided with respect to
Preferred Stock; (iv) in the case of Common Stock, the initial offering price;
(v) in the case of Warrants, the specific designation, duration, offering
price, exercise price, detachability features, any listing of the Warrants or
the underlying securities on a securities exchange, as well as the terms on
which and the securities for which such Warrants may be exercised; (vi) in the
case of Stock Purchase Contracts, the designation and number of shares of
Common Stock issuable thereunder, the purchase price of the Common Stock, the
date or dates on which the Common Stock is required to be purchased by the
holders of the Stock Purchase Contracts, any periodic payments required to be
made by the Company to the holders of the Stock Purchase Contracts, or vice
versa, and the terms of the offering and sale thereof; (vii) in the case of
Stock Purchase Units, the specific terms of the Stock Purchase Contracts and
any Debt Securities or Preferred Securities or debt obligations of third
parties securing the holder's obligation to purchase the Common Stock under
the Stock Purchase Contracts, and the terms of the offering and sale thereof;
and (viii) in the case of Preferred Securities, the specific designation,
number of securities, liquidation amount per security, the purchase price, any
listing on a securities exchange, distribution rate (or method of calculation
thereof), dates on which distributions shall be payable and dates from which
distributions shall accrue, any voting rights, terms for any conversion or
exchange into other securities, any redemption, exchange or sinking fund
provisions, any other rights, preferences, privileges, limitations or
restrictions relating to the Preferred Securities and the terms upon which the
proceeds of the sale of the Preferred Securities shall be used to purchase a
specific series of Subordinated Debt Securities of the Company.

The Offered Securities may be offered in amounts, at prices and on terms to
be determined at the time of offering; provided, however, that the aggregate
offering price to the public of the Offered Securities will be limited to
$2,500,000,000. Any Prospectus Supplement relating to any Offered Securities
will contain information concerning certain United States federal income tax
considerations, if applicable, to such Offered Securities.

2
<PAGE>

The Offered Securities may be offered directly by the Company, through
agents designated from time to time by the Company, or to or through
underwriters or dealers. If any agents or underwriters are involved in the
sale of any of the Offered Securities, their names, and any applicable
purchase price, fee, commission or discount arrangements between or among
them, will be set forth, or will be calculable from the information set forth,
in the applicable Prospectus Supplement. No Offered Securities may be sold
without delivery of the applicable Prospectus Supplement or a term sheet
describing the method and terms of the offering of such series of Offered
Securities. See "Plan of Distribution."

This Prospectus may not be used to consummate sales of the Offered
Securities unless accompanied by a Prospectus Supplement.

No dealer, salesman or other individual has been authorized to give any
information or to make any representations not contained in this Prospectus,
any accompanying Prospectus Supplement or the documents incorporated or deemed
incorporated herein in connection with the offering covered by this Prospectus
or any accompanying Prospectus Supplement. If given or made, such information
or representations must not be relied upon as having been authorized by the
Company, or any underwriter, dealer or agent. This Prospectus and any
accompanying Prospectus Supplement do not constitute an offer to sell, or a
solicitation of an offer to buy, any securities other than the registered
securities to which it relates in any jurisdiction where, or to any person to
whom, it is unlawful to make such offer or solicitation. Neither the delivery
of this Prospectus or any accompanying Prospectus Supplement nor any sale made
hereunder shall, under any circumstances, create any implication that there
has not been any change in the facts set forth in this Prospectus or any
accompanying Prospectus Supplement or in the affairs of the Company since the
date hereof or thereof.

----------------

Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement are stated in United States dollars ("$," "dollars" or
"U.S.$").

3
<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (the "Exchange Act"), and, in accordance therewith, files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company with the Commission can be inspected and
copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the
Commission's Regional Offices at 7 World Trade Center, Suite 1300, New York,
New York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington D.C. 20549. The public may obtain additional
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission also maintains a site on the
World Wide Web at http://www.sec.gov that contains reports, proxy statements
and other information filed electronically through the Commission's Electronic
Data Gathering, Analysis and Retrieval System. In addition, the Company's
Common Stock is listed on the New York Stock Exchange, Inc. (the "NYSE") under
the symbol "PFT." Reports, proxy statements and other information concerning
the Company may be inspected at the offices of the NYSE, 20 Broad Street, New
York, New York 10005.

The Company and the Proffitt's Trusts have filed a Registration Statement on
Form S-3 (the "Registration Statement") with the Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Offered Securities. This Prospectus, which is part of the Registration
Statement, does not contain all of the information set forth in the
Registration Statement, certain items of which are contained in the exhibits
and schedules thereto as permitted by the Commission's rules and regulations.
In addition, certain documents filed by the Company with the Commission have
been incorporated in this Prospectus by reference. Statements contained or
incorporated herein concerning the provisions of documents included as
exhibits hereto or incorporated by reference herein do not purport to be
complete and are necessarily summaries of such documents and each such
statement is qualified in its entirety by reference to the full text of such
document. For further information with respect to the Company, the Proffitt's
Trusts and the Offered Securities, reference is made to the Registration
Statement, including the schedules and exhibits thereto, and the documents
incorporated by reference therein. Certain financial and other information
relating to the Company is contained in the documents indicated below under
"Incorporation of Certain Documents by Reference."

No separate financial statements of the Proffitt's Trusts have been included
or incorporated by reference herein. The Company does not consider that such
financial statements would be material to holders of Preferred Securities
because (i) all of the voting securities of the Proffitt's Trusts will be
owned, directly or indirectly, by the Company, a reporting company under the
Exchange Act, (ii) the Proffitt's Trusts have and will have no independent
operations, but exist for the sole purpose of issuing securities representing
undivided beneficial interests in their assets and investing the proceeds
thereof in Subordinated Debt Securities issued by the Company, and (iii) the
Company's obligations, which are described herein and in any accompanying
Prospectus Supplement, pursuant to the Declarations (as defined herein) for
the Proffitt's Trusts (including the obligation to pay expenses of the
Proffitt's Trusts), the Subordinated Indenture and any supplemental indentures
thereto, the Subordinated Debt Securities issued to the Proffitt's Trusts, and
the Trust Guarantees, taken together, constitute a full and unconditional
guarantee, on a subordinated basis, by the Company of payments due on the
Preferred Securities. See "Description of Preferred Securities" and
"Description of Trust Guarantees."

4
<PAGE>

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Prospectus or in any accompanying Prospectus
Supplement (including the information incorporated herein or in any
accompanying Prospectus Supplement by reference) may constitute "forward-
looking statements" for purposes of the Securities Act and the Exchange Act.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. When used in this Prospectus or in any accompanying
Prospectus Supplement, the words "believe," "anticipate," "estimate,"
"project," "intend," "expect" and similar expressions, when used in connection
with the Company or its management, are intended to identify such forward-
looking statements. These forward-looking statements were based on various
factors and were derived utilizing numerous important assumptions and other
important factors that could cause actual results to differ materially from
those in the forward-looking statements. Important assumptions and other
important factors that could cause actual results to differ materially from
those in the forward-looking statements relating to the performance of the
Company include, but are not limited to: (i) general economic and business
conditions, both nationally and in those market areas in which the Company
operates; (ii) changes in merchandise mixes, site selection and related
traffic and demographic patterns; (iii) prospects for the retail industry;
(iv) the level of consumer spending for apparel and other consumer goods; (v)
levels of consumer debt and bankruptcies; (vi) changes in interest rates;
(vii) changes in buying, charging and payment behavior among the Company's
customers; (viii) the effects of weather conditions on seasonal sales in the
market areas served by the Company; (ix) competition among department and
specialty stores and other retailers, including luxury goods retailers,
general merchandise stores, mail order retailers and off-price and discount
stores; (x) the competitive pricing environment within the department and
specialty store industries; (xi) the effectiveness of planned advertising,
marketing and promotional campaigns; (xii) the speed and effectiveness of
identification and implementation of best practices; (xiii) the ability to
determine and implement appropriate merchandising strategies, merchandise flow
and inventory turnover levels; (xiv) realization of planned synergies and cost
savings in existing operations and in recent and future acquisitions; (xv) the
ability to integrate acquired businesses; (xvi) any adverse effects of the
Year 2000 problem on the Company, especially as a result of such problems at
third parties with which the Company does business; (xvii) effective cost
containment; (xviii) changes in business strategy or development plans; (xix)
the loss of key personnel; (xx) the availability of capital to fund the
expansion of Company's business; and (xxi) other factors referenced in this
Prospectus or in any accompanying Prospectus Supplement, as well as the
information incorporated herein or in any accompanying Prospectus Supplement
by reference. Other factors and assumptions not identified above also were
involved in the derivation of these forward-looking statements, and the
failure of such other assumptions to be realized as well as other factors may
also cause actual results to differ materially from those projected.

All written or oral forward-looking statements attributable to the Company
are expressly qualified in their entirety by the foregoing cautionary
statement. Readers are cautioned not to rely on the forward-looking
statements, which speak only as of the date of this Prospectus. The Company
assumes no obligation to update or to publicly announce the results of any
revisions to any of these forward-looking statements to reflect actual
results, future events or developments, changes in assumptions or changes in
other factors affecting such forward-looking statements.

5
<PAGE>

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission by the Company pursuant to
the Exchange Act are incorporated by reference in this Prospectus:

(i) Annual Report on Form 10-K for the fiscal year ended January 31,
1998;

(ii) Quarterly Report on Form 10-Q for the fiscal quarter ended May 2,
1998;

(iii) Current Reports filed on Form 8-K dated January 23, 1998, February
11, 1998, February 17, 1998, March 26, 1998, April 13, 1998, July
8, 1998, July 13, 1998 (as amended by the Form 8-K/As filed on
July 14, 1998 and August 4, 1998), and August 4, 1998; and

(iv) The section entitled "Unaudited Pro Forma Condensed Combined
Financial Statements" contained in the Company's Registration
Statement on Form S-4 (File No. 333-60123) filed on July 29, 1998.

In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering hereunder shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing
such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for all purposes to the extent that a statement contained herein or in any
other subsequently filed document that is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as modified or
superseded, to constitute a part of this Prospectus.

The Company will provide, without charge, to each person to whom a copy of
this Prospectus and any Prospectus Supplement are delivered, upon the written
or oral request of such person, a copy of any and all of the documents
incorporated by reference (not including the exhibits to such documents,
unless such exhibits are specifically incorporated by reference in such
documents). Such requests should be directed to Brian J. Martin, Esq.,
Proffitt's, Inc., 750 Lakeshore Parkway, Birmingham, Alabama, 35211, or by
telephone at (205) 940-4000 or facsimile at (205) 940-4468.

6
<PAGE>

THE COMPANY

The Company is a leading department store retailer that, as of the date of
this Prospectus, operates 234 department stores in 24 states, primarily in the
Southeast and Midwest, and is the fourth largest traditional department store
company in the United States. The Company's stores operate under the
Proffitt's, Herberger's, McRae's, Parisian, Younkers, Carson Pirie Scott,
Bergner's and Boston Store trade names. Carson Pirie Scott, Bergner's and
Boston Store are operated as a single "chain" of department stores, and the
stores operating under each of the other trade names are operated as separate
chains. The Company's stores are typically leading branded traditional
department stores in their communities. Most of the stores are located in
premier regional or community malls in the respective trade areas served. The
Company's stores offer a wide selection of fashion apparel, accessories,
cosmetics and decorative home furnishings, featuring assortments of premier
brands, private brands and specialty merchandise. Merchandising, sales
promotion and certain store operating support functions are conducted in
multiple regional locations to tailor regional assortments to the local
customer. The Company coordinates merchandising planning and execution among
the stores and consolidates certain administrative and support functions to
realize scale economies, to promote a competitive cost structure and to
increase margins. In addition to its department stores, the Company also
operates four furniture stores in the Carson Pirie Scott chain.

On July 4, 1998, the Company entered into an Agreement and Plan of Merger
with Saks Holdings, Inc., a Delaware corporation ("Saks Holdings"), and a
wholly owned subsidiary of the Company, pursuant to which Saks Holdings will
become a wholly owned subsidiary of the Company (the "Merger"). Saks Holdings
is the holding company for Saks & Company, which conducts business as Saks
Fifth Avenue, Off 5th and Folio. Saks Fifth Avenue is recognized worldwide as
a premier fashion retailer, offering the finest quality and latest style in
women's and men's apparel. The Off 5th outlet division sells high quality,
upscale branded fashion apparel and home furnishings at exceptional prices.
The Folio catalogs primarily offer fashionable women's apparel, accessories
and home furnishings and gifts. The Merger, which is subject to approval by
the shareholders of both the Company and Saks Holdings, is expected to be
completed during September 1998. Immediately following the Merger, the Company
expects to change its name to "Saks Incorporated."

Under the leadership of R. Brad Martin and an experienced senior management
team, the Company has executed a disciplined acquisition strategy and
strategic approach to new store openings, growing from 11 stores and net sales
of $94.8 million in fiscal 1989 to 235 stores and net sales of $3.5 billion in
fiscal 1997. Giving effect to the Merger, the Company would have had pro forma
net sales of $5.7 billion in fiscal 1997.

The Company was incorporated under the laws of the State of Tennessee in
1919. The principal executive offices of the Company are located at 750
Lakeshore Parkway, Birmingham, Alabama 35211, and its telephone number is
(205) 940-4000.

THE PROFFITT'S TRUSTS

Each of the Proffitt's Trusts is a statutory business trust created under
Delaware law pursuant to (i) a declaration of trust (as amended and restated,
the "Declaration") executed by the Company as sponsor for such trust (the
"Sponsor"), and certain of the Proffitt's Trustees (as defined herein) of such
trust and (ii) the filing of a certificate of trust with the Secretary of
State of the State of Delaware on June 1, 1998 with respect to Proffitt's
Capital Trust I and on August 19, 1998 with respect to each of Proffitt's
Capital Trusts II, III, IV and V. The Proffitt's Trusts exist for the
exclusive purposes of (i) issuing the Preferred Securities and common
securities representing undivided beneficial interests in the assets of the
Proffitt's Trusts (the "Common Securities" and, together with the Preferred
Securities, the "Trust Securities"), (ii) investing the gross proceeds from
the sale of the Trust Securities in Subordinated Debt Securities, and (iii)
engaging in only those other activities necessary or incidental thereto. All
of the Common Securities issued by the Proffitt's Trusts will be owned
directly or indirectly by the Company. Such Common Securities will rank pari
passu, and payments will be made thereon pro rata, with the Preferred
Securities, except that, if any event of default under the Declaration has
occurred and is continuing, the rights of the holders of the Common Securities
to payment in respect of distributions and

7
<PAGE>

payments upon liquidation, redemption and otherwise will be subordinated to
the rights of the holders of the Preferred Securities. The Company will
directly or indirectly acquire Common Securities in an aggregate liquidation
amount equal to at least 3% of the total capital of the Proffitt's Trusts.

Each of the Proffitt's Trusts has a term of approximately 45 years, but may
dissolve earlier, as provided in the applicable Declaration. The business and
affairs of each Proffitt's Trust will be conducted by the trustees (with
respect to each of the Proffitt's Trusts, the "Proffitt's Trustees") appointed
by the Company as the direct or indirect holder of all the Common Securities.
As the holder of the Common Securities, the Company will be entitled to
appoint, remove or replace any of, or increase or reduce the number of, the
Proffitt's Trustees. The duties and obligations of the Proffitt's Trustees are
governed by the applicable Declaration. A majority of the Proffitt's Trustees
of each Proffitt's Trust (the "Regular Trustees") are persons who are
employees or officers of or who are affiliated with the Company. In addition,
one Proffitt's Trustee is a financial institution that is unaffiliated with
the Company and has minimum capital and surplus of not less than $50,000,000.
That institution acts as property trustee and as indenture trustee for the
purpose of compliance with the provisions of the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act," or the "TIA"), pursuant to the terms
set forth in the applicable Prospectus Supplement (the "Property Trustee"). In
addition, unless the Property Trustee maintains a principal place of business
in the State of Delaware and otherwise meets the requirements of applicable
law, one Proffitt's Trustee will be an entity having a principal place of
business in the State of Delaware (the "Delaware Trustee"). The Company will
pay all fees and expenses related to the Proffitt's Trusts and the offering of
the Trust Securities.

The Property Trustee for each of the Proffitt's Trusts is The First National
Bank of Chicago, One First National Plaza, Mail Suite 0126, Chicago, Illinois
60670-0126; Attention: Corporate Trustee Administration. The Delaware Trustee
for each of the Proffitt's Trusts is First Chicago Delaware Inc. and its
address in the State of Delaware is 300 King Street, Wilmington, Delaware
19801, Attention: Mike Majchrzak. The principal place of business of each of
the Proffitt's Trusts shall be c/o Proffitt's, Inc., 750 Lakeshore Parkway,
Birmingham, Alabama, 35211, telephone number (205) 940-4000.

8
<PAGE>

USE OF PROCEEDS

Unless otherwise specified in the applicable Prospectus Supplement for any
offering of the Offered Securities, the net proceeds received by the Company
from the sale of the Offered Securities will be used for general corporate
purposes, which may include, without limitation, funding investments in, or
extensions of credit to, the Company's subsidiaries, repayment of maturing
obligations, redemption and repurchase of outstanding indebtedness or other
securities, financing possible future acquisitions, and for working capital.
Pending such use, the Company may temporarily invest the net proceeds or may
use them to reduce outstanding amounts under the Company's credit facility or
other indebtedness. The proceeds from the sale of Preferred Securities by the
Proffitt's Trusts will be invested in Subordinated Debt Securities of the
Company. Any proposal to use proceeds from any offering of the Offered
Securities in connection with an acquisition will be disclosed in the
Prospectus Supplement relating to such offering.

CONSOLIDATED RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS

The ratio of earnings to combined fixed charges and preferred stock
dividends is computed by dividing earnings by the sum of fixed charges and
preferred stock dividend requirements. For these purposes, earnings consist
primarily of income (loss) before income taxes adjusted for fixed charges.
Combined fixed charges and preferred stock dividends consist primarily of
interest (whether expensed or capitalized), the portion of rental expense
representative of the interest factor in these rentals and preferred stock
dividends.

The following sets forth the Company's consolidated ratio of earnings to
combined fixed charges and preferred dividends for the periods shown:

<TABLE>
<CAPTION>
FOR THE THREE
FOR THE 52 WEEKS ENDED, MONTHS ENDED,
----------------------------------------------------------- -------------
JANUARY 29, JANUARY 28, FEBRUARY 3, FEBRUARY 1, JANUARY 31, MAY 3, MAY 2,
1994(1) 1995 1996 1997 1998 1997 1998
----------- ----------- ----------- ----------- ----------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to
Fixed Charges.......... -- 3.1 2.4 2.6 2.5 2.0 3.0
=== === === === === === ===
</TABLE>
- --------
(1) For the fiscal year ended January 29, 1994, the Company reported a pre-tax
loss from continuing operations of $135,697, which resulted from the
emergence of Carson Pirie Scott & Co. ("CPS") from Chapter 11 bankruptcy
protection during the fiscal year. The Company acquired CPS on January 31,
1998 and accounted for the acquisition as a pooling-of-interests. Net
income after extraordinary items and changes in accounting methods for the
fiscal year ended January 29, 1994 was $28,832. The ratio of earnings to
fixed charges calculation for fiscal year ended January 29, 1994,
indicated a fixed charge coverage deficiency of $136,873.

9
<PAGE>

DESCRIPTION OF DEBT SECURITIES

GENERAL

The following description of the terms of the Senior Debt Securities and
Subordinated Debt Securities sets forth certain general terms and provisions
of the Debt Securities. Each Indenture (as defined below) gives the Company
broad authority to set the particular terms of each series of Debt Securities,
including the right to modify certain of the terms contained in the Indenture.
The particular terms of a series of Debt Securities and the extent, if any, to
which the particular terms of the issue modify the terms of the Indenture will
be described in the Prospectus Supplement relating to such Debt Securities.

The Senior Debt Securities are to be issued under an indenture (the "Senior
Indenture"), to be entered into between the Company and The First National
Bank of Chicago, as Trustee. The Subordinated Debt Securities are to be issued
under an indenture (the "Subordinated Indenture"), also to be entered into
between the Company and The First National Bank of Chicago, as Trustee. The
term "Trustee" as used herein shall refer to The First National Bank of
Chicago, or such other bank or trust company as the Trustee may appoint as
trustee pursuant to the terms of the applicable Indenture, in its capacity as
Trustee for the Senior Debt Securities or the Subordinated Debt Securities, as
appropriate. The Senior Indenture and/or the Subordinated Indenture, as
appropriate (being sometimes referred to herein collectively as the
"Indentures" and individually as an "Indenture"), will be filed with the
Commission upon the execution of a Prospectus Supplement relating to the
issuance of Debt Securities thereunder but will be substantially in the forms
filed as exhibits to the Registration Statement. The Indentures are subject to
and governed by the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and may be supplemented from time to time following
execution. The statements made under this heading relating to the Debt
Securities and the Indentures are summaries of the provisions thereof and do
not purport to be complete and are qualified in their entirety by reference to
the Indentures and such Debt Securities.

Capitalized terms used but not defined herein shall have the respective
meanings set forth in the Indentures. Wherever particular provisions or
defined terms of the Indentures are referred to, it is intended that such
provisions or defined terms shall be incorporated herein by reference.

TERMS

The Debt Securities will be direct, unsecured obligations of the Company.
The indebtedness represented by the Senior Debt Securities will rank equally
with all other unsecured and unsubordinated debt of the Company. The
indebtedness represented by the Subordinated Debt Securities will rank junior
and subordinate in right of payment to the prior payment in full of the senior
debt of the Company, to the extent and in the manner set forth in the
Prospectus Supplement for such Securities. See "--Subordination" below.

Each Indenture provides that the Debt Securities may be issued without limit
as to aggregate principal amount, in one or more series, in each case as
established from time to time in, or pursuant to authority granted by, a
resolution of the Board of Directors of the Company and in one or more
indentures supplemental to such Indenture. Debt Securities may be issued with
terms different from those of any other Debt Securities previously issued by
the Company. All Debt Securities of one series need not be issued at the same
time and, unless otherwise provided, a series may be reopened, without the
consent of the Holders of outstanding Debt Securities of such series, for
issuances of additional Debt Securities of such series. The Debt Securities
may be denominated and payable in U.S. dollars or in foreign currencies or
units based on or related to foreign currencies, including European Currency
Units ("ECUs"). Special United States federal income tax considerations
applicable to any Debt Securities denominated other than in U.S. dollars will
be described in the relevant Prospectus Supplement.

Each Indenture provides that there may be more than one Trustee thereunder,
each with respect to one or more series of Debt Securities. Any Trustee under
an Indenture may resign or be removed with respect to one or more series of
Debt Securities, and a successor Trustee may be appointed to act with respect
to such series. In

10
<PAGE>

the event that two or more persons are acting as Trustee with respect to
different series of Debt Securities, each such Trustee shall be a Trustee of a
trust under the applicable Indenture separate and apart from the trust
administered by any other Trustee, and, except as otherwise indicated herein,
any action described herein to be taken by each Trustee may be taken by each
such Trustee with respect to, and only with respect to, the one or more series
of Debt Securities for which it is Trustee under the applicable Indenture.

Reference is made to the applicable Prospectus Supplement relating to a
particular series of Debt Securities being offered thereby for the specific
terms of the Debt Securities, including, but not limited to:

(1) the title of and ranking as Senior Debt Securities or Subordinated
Debt Securities;

(2) the aggregate principal amount;

(3) the issue price;

(4) the terms, if any, by which such Securities may be convertible into
or exchangeable for other securities or property of the Company;

(5) when, how much, at what place, under what conditions, and in what
currency, principal, premium, if any, and interest are payable, and
if any of the foregoing is not known at the time the Prospectus
Supplement is filed, the method of determining the same;

(6) any terms with respect to subordination;

(7) terms of any mandatory redemption, sinking fund, or similar
obligation;

(8) provisions, if any, affording holders of the Debt Securities
protection in the event of a highly leveraged or similar transaction
involving the Company;

(9) any terms with respect to the events of default;

(10) whether such Debt Securities will be issued in book-entry form;

(11) whether such Debt Securities will be in registered ("Registered Debt
Securities") or bearer ("Bearer Debt Securities") form;

(12) the applicability, if any, of the discharge, defeasance and covenant
defeasance provisions of the Indenture; and.

(13) any other terms of such Debt Securities which are not inconsistent
with the Trust Indenture Act.

The Debt Securities may provide for less than the entire principal amount
thereof to be payable upon declaration of acceleration of the maturity thereof
as a result of the occurrence and continuation of an Event of Default
("Original Issue Discount Securities"). Any special U.S. federal income tax,
accounting and other considerations applicable to Original Issue Discount
Securities will be described in the applicable Prospectus Supplement.

Debt Securities may be issued, from time to time, with the principal amount
payable on any principal payment date, or the amount of interest payable on
any interest payment date, to be determined by reference to one or more
currency exchange rates, commodity prices, equity indices or other factors.
Holders of such Debt Securities may receive a principal amount on any
principal payment date, or a payment of interest on any interest payment date,
that is greater than or less than the amount of principal or interest
otherwise payable on such dates, depending upon the value on such dates of the
applicable currency, commodity, equity index or other factors. Information as
to the methods for determining the amount of principal or interest payable on
any date, the currencies, commodities, equity indices or other factors to
which the amount payable on such date is linked and certain additional tax
considerations will be set forth in the applicable Prospectus Supplement.

All Debt Securities of any one series shall be substantially identical,
except, in the case of Debt Securities issued in global form, as to
denomination and except as may otherwise be provided in or pursuant to
resolution of the Board of Directors of the Company or in any indenture
supplemental to the Indenture.

11
<PAGE>

Reference is made to the applicable Prospectus Supplement for information
with respect to any deletions from, modifications of or additions to the
Events of Default or covenants of the Company that are described below,
including any addition of a covenant or other provision providing event risk
or similar protection.

GUARANTEES

The Debt Securities may be guaranteed on a senior or unsubordinated basis by
subsidiaries of the Company, which would guarantee the due and punctual
payment of principal of, premium, if any, and interest on such Debt
Securities, and the due and punctual payment of any sinking fund payments
thereon, when and as the same shall become due and payable whether at a
maturity date, by declaration of acceleration, call for redemption or
otherwise. The applicability and terms of any such guarantee relating to a
series of Debt Securities will be set forth in the Prospectus Supplement
relating to such Debt Securities.

DENOMINATIONS, INTEREST, REGISTRATION AND TRANSFER

Unless otherwise described in the applicable Prospectus Supplement, the Debt
Securities of any series issued in registered form will be issuable in
denominations of $1,000 and integral multiples thereof. Unless otherwise
described in the applicable Prospectus Supplement, the Debt Securities of any
series issued in bearer form will be issuable in denominations of $5,000.

Unless otherwise specified in the applicable Prospectus Supplement, the
principal of (and applicable premium or Make-Whole Amount, if any) and
interest, if any, on any series of Debt Securities will be payable in the
currency designated in the Prospectus Supplement at the corporate trust office
of the Trustee, initially located at One First National Plaza, Mail Suite
0126, Chicago, Illinois 60670-0126; Attention: Corporate Trustee
Administration in the case of each of the Senior Debt Securities and the
Subordinated Debt Securities, provided that, at the option of the Company,
payment of interest may be made by check mailed to the address of the Person
entitled thereto as it appears in the Security Register for such series or by
wire transfer of funds to such Person at an account maintained within the
United States. The Company may at any time designate additional Paying Agents
or rescind the designation of any Paying Agents or approve a change in the
office through which any Paying Agent acts, except that the Company will be
required to maintain a Paying Agent in each Place of Payment for such series.
All monies paid by the Company to a Paying Agent for the payment of principal
of and premium, if any, and interest, if any, on any Debt Security which
remains unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will be repaid to the Company, and
the Holder of such Debt Security will thereafter look only to the Company for
payment thereof.

Any interest not punctually paid or duly provided for on any Interest
Payment Date with respect to a Debt Security ("Defaulted Interest") will
forthwith cease to be payable to the Holder on the applicable Regular Record
Date and may either be paid to the Person in whose name such Debt Security is
registered at the close of business on a special record date (the "Special
Record Date") for the payment of such Defaulted Interest to be fixed by the
applicable Trustee, notice whereof shall be mailed to each Holder of such Debt
Security not less than 10 days prior to such Special Record Date, or may be
paid at any time in any other lawful manner, all as more completely described
in the applicable Indenture.

Subject to certain limitations imposed upon Debt Securities issued in book-
entry form, the Debt Securities of any series will be exchangeable for other
Debt Securities of the same series and of a like aggregate principal amount
and tenor of different authorized denominations upon surrender of such Debt
Securities at the corporate trust office of the applicable Trustee referred to
above. In addition, subject to certain limitations imposed upon Debt
Securities issued in book-entry form, the Debt Securities of any series may be
surrendered for conversion or registration of transfer or exchange at the
corporate trust office of the applicable Trustee referred to above. Every Debt
Security surrendered for conversion, registration of transfer or exchange
shall be duly endorsed or accompanied by a written instrument of transfer. No
service charge will be made for any registration of transfer or exchange of
any Debt Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
If the applicable Prospectus Supplement refers to

12
<PAGE>

any transfer agent (in addition to the applicable Trustee) initially
designated by the Company with respect to any series of Debt Securities, the
Company may at any time rescind the designation of any such transfer agent or
approve a change in the location through which any such transfer agent acts,
except that the Company will be required to maintain a transfer agent in each
Place of Payment for such series. The Company may at any time designate
additional transfer agents with respect to any series of Debt Securities.

Neither the Company nor any Trustee shall be required to: (i) issue,
register the transfer of or exchange Debt Securities of any series during a
period beginning at the opening of business 15 days before any selection of
Debt Securities of that series to be redeemed and ending at the close of
business on the day of mailing or publication of the relevant notice of
redemption; (ii) register the transfer of or exchange any Debt Security, or
portion thereof, called for redemption, except the unredeemed portion of any
Debt Security being redeemed in part; (iii) exchange any Bearer Debt Security
selected for redemption, except that such a Bearer Debt Security may be
exchanged for a Registered Debt Security of that series and like tenor,
provided that such Bearer Debt Security shall be simultaneously surrendered
for redemption or exchange; or (iv) issue, register the transfer of or
exchange any Debt Security that has been surrendered for repayment at the
option of the Holder, except the portion, if any, of such Debt Security not to
be so repaid.

GLOBAL DEBT SECURITIES

The registered Debt Securities of a series may be issued in the form of one
or more fully registered global Securities (a "Registered Global Security")
that will be deposited with a depositary (a "Depositary") or with a nominee
for a Depositary identified in the Prospectus Supplement relating to such
series and registered in the name of the Depositary or a nominee thereof. In
such case, one or more Registered Global Securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal amount of outstanding registered Debt Securities of the series to be
represented by such Registered Global Security or Securities. Unless and until
it is exchanged in whole for Debt Securities in definitive registered form, a
Registered Global Security may not be transferred except as a whole by the
Depositary for such Registered Debt Security to a nominee of such Depositary
or by a nominee of such Depositary to such Depositary or another nominee of
such Depositary or by such Depositary or any such nominee to a successor of
such Depositary or a nominee of such successor.

The specific terms of the depositary arrangement with respect to any portion
of a series of Debt Securities to be represented by a Registered Global
Security will be described in the Prospectus Supplement relating to such
series. The Company anticipates that the following provisions will apply to
all depositary arrangements.

Ownership of beneficial interests in a Registered Global Security will be
limited to Persons that have accounts with the Depositary for such Registered
Global Security ("participants") or persons that may hold interests through
participants. Upon the issuance of a Registered Global Security, the
Depositary for such Registered Global Security will credit, on its book-entry
registration and transfer system, the participants' accounts with the
respective principal amounts of the Debt Securities represented by such
Registered Global Security beneficially owned by such participants. The
accounts to be credited shall be designated by any dealers, underwriters or
agents participating in the distribution of such Debt Securities. Ownership of
beneficial interests in such Registered Global Security will be shown on, and
the transfer of such ownership interests will be effected only through,
records maintained by the Depositary for such Registered Global Security (with
respect to interests of participants) and on the records of participants (with
respect to interests of persons holding through participants). The laws of
some states may require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to own, transfer or pledge beneficial interests in
Registered Global Securities.

So long as the Depositary for a Registered Global Security, or its nominee,
is the registered owner of such Registered Global Security, such Depositary or
such nominee, as the case may be, will be considered the sole owner or holder
of The Debt Securities represented by such Registered Global Security for all
purposes under the applicable Indenture. Except as set forth below, owners of
beneficial interests in a Registered Global Security

13
<PAGE>

will not be entitled to have the Debt Securities represented by such
Registered Global Security registered in their names, will not receive or be
entitled to receive physical delivery of such Debt Securities in definitive
form and will not be considered the owners or Holders thereof under the
applicable Indenture. Accordingly, each person owning a beneficial interest in
a Registered Global Security must rely on the procedures of the Depositary for
such Registered Global Security and, if such person is not a participant, on
the procedures of the participant or other intermediary through which such
person owns its interest, to exercise any rights of a Holder under the
applicable Indenture. The Company understands that, under existing industry
practices, if the Company requests any action of Holders, or if an owner of a
beneficial interest in a Registered Global Security desires to give or take
any action which a Holder is entitled to give or take under the applicable
Indenture, the Depositary for such Registered Global Security would authorize
the participants holding the relevant beneficial interests to give or take
such action, and such participants would authorize beneficial owners owning
through such participants to give or take such action or would otherwise act
upon the instructions of beneficial owners holding through them.

Payments of principal and premium or Make-Whole Amount, if any, and
interest, if any, or any Additional Amounts payable with respect to Debt
Securities represented by a Registered Global Security registered in the name
of a Depositary or its nominee will be made to such Depositary or its nominee,
as the case may be, as the registered owners of such Registered Global
Security. None of the Company, the Trustee or any other agent of the Company
or agent of the Trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in such Registered Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

The Company expects that the Depositary for any Debt Securities represented
by a Registered Global Security, upon receipt of any payment of principal,
premium or interest in respect of such Registered Global Security, will
immediately credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in such Registered
Global Security as shown on the records of such Depositary. The Company also
expects that payments by participants to owners of beneficial interests in
such Registered Global Security held through such participants will be
governed by standing customer instructions and customary practices, as is now
the case with the securities held for the accounts of customers in bearer form
or registered in "street name," and will be the responsibility of such
participants.

If the Depositary for any Debt Securities represented by a Registered Global
Security is at any time unwilling or ineligible to continue as Depositary, and
a successor Depositary is not appointed by the Company within 90 days, the
Company will issue such Debt Securities in definitive form in exchange for
such Registered Global Security. In addition, the Company may at any time and
in its sole discretion determine not to have any of the Debt Securities of a
series represented by one or more Registered Global Securities and, in such
event, will issue Debt Securities of such series in a definitive form in
exchange for all of the Registered Global Security or Securities representing
such Debt Securities. Any Debt Securities issued in definitive form in
exchange for a Registered Global Security will be registered in such name or
names as the Depositary shall instruct the Trustee. The Company expects that
such instructions will be based upon directions received by the Depositary
from participants with respect to ownership of beneficial interests in such
Registered Global Security.

Bearer Debt Securities of a series may also be issued in the form of one or
more global Securities (a "Bearer Global Security") that will be deposited
with a common depositary for Euroclear and CEDEL, or with a nominee for such
depositary identified in the Prospectus Supplement relating to such series.
The specific terms and procedures, including the specific terms of the
depositary arrangement and any specific procedures for the issuance of Debt
Securities in definitive form in exchange for a Bearer Global Security, with
respect to any portion of a series of Debt Securities to be represented by a
Bearer Global Security, will be described in the Prospectus Supplement
relating to such series.

MERGER, CONSOLIDATION OR SALE

The Company may consolidate with, or sell, lease or convey all or
substantially all of its assets to, or merge with or into, any other
corporation or trust or entity provided that: (i) either the Company shall be
the continuing

14
<PAGE>

entity, or the successor entity (if other than the Company) formed by or
resulting from any such consolidation or merger or which shall have received
the transfer of such assets shall be an entity organized under the laws of the
United States or any state thereof and expressly assume by supplemental
indenture the due and punctual payment of the principal of (and premium or
Make-Whole Amount, if any) and interest (including any Additional Amounts), if
any, on all of the Debt Securities and the due and punctual performance and
observance of all of the covenants and conditions contained in each Indenture;
(ii) immediately after giving effect to such transaction and treating any
indebtedness that becomes an obligation of the Company or any Subsidiary as a
result thereof as having been incurred by the Company or such Subsidiary at
the time of such transaction, no Event of Default under the Indenture, and no
event which, after notice or the lapse of time, or both, would become such an
Event of Default, shall have occurred and be continuing; and (iii) certain
other conditions are met.

This covenant would not apply to any recapitalization transaction, a change
of control of the Company or a highly leveraged transaction unless such
transactions or change of control were structured to include a merger or
consolidation or transfer or lease of the Company's assets substantially as an
entirety. Except as may be described in a Prospectus Supplement applicable to
a particular series of Debt Securities, there are no covenants or other
provisions in the Indentures providing for a put or increased interest or that
would otherwise afford holders of Debt Securities additional protection in the
event of a recapitalization transaction, a change of control of the Company or
a highly leveraged transaction.

COVENANTS

Any covenants with respect to any series of Debt Securities will be set
forth in the Prospectus Supplement relating thereto.

EVENTS OF DEFAULT, NOTICE AND WAIVER

Except as otherwise provided in a Prospectus Supplement with respect to a
particular series of Debt Securities, each Indenture may provide that the
following events are "Events of Default" with respect to any series of Debt
Securities issued thereunder: (i) default for 30 days in the payment of any
installment of interest or Additional Amounts, if any, payable on any Debt
Security of such series; (ii) default in the payment of the principal of (or
premium or Make-Whole Amount, if any, on) any Debt Security of such series
when due, either at maturity, redemption or otherwise; (iii) default in making
any sinking fund payment as required for any Debt Security of such series;
(iv) default in the performance or breach of any other covenant or agreement
of the Company contained in the Indenture continued for 60 days after written
notice as provided in the applicable Indenture; (v) default under a bond,
debenture, note or other evidence of indebtedness for money borrowed by the
Company (or by any Subsidiary, the repayment of which the Company has
guaranteed or for which the Company is directly responsible or liable as
obligor or guarantor other than indebtedness which is non-recourse to the
Company or the Subsidiaries), having a principal amount in excess of a minimum
amount set forth in the applicable Prospectus Supplement, whether such
indebtedness now exists or shall hereafter be created, which default shall
have resulted in such indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise have become due and payable,
without such acceleration having been rescinded or annulled within 30 days
after written notice to the Company as provided in the Indenture; (vi) certain
events of bankruptcy, insolvency or reorganization; and (vii) any other Event
of Default provided with respect to a particular series of Debt Securities.

If an Event of Default under an Indenture with respect to Debt Securities of
any series at the time outstanding occurs and is continuing, then in every
such case the applicable Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Debt Securities (as defined in
the Indentures) of each such affected series (voting as a single class) may
declare the principal amount (or, if the Debt Securities of that series are
Original Issue Discount Securities (as defined in the Indentures) or Indexed
Securities (as defined in the Indentures), such portion of the principal
amount as may be specified in the terms thereof) of and premium or Make-Whole
Amount, if any, on all of the Debt Securities of that series to be due and
payable immediately by written notice thereof to the Company (and to the
applicable Trustee if given by the Holders). However, at

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any time after such a declaration of acceleration with respect to Debt
Securities of such series (or of all Debt Securities then Outstanding under
the applicable Indenture, as the case may be) has been made, but before a
judgment or decree for payment of the money due has been obtained by the
applicable Trustee, the Holders of not less than a majority in principal
amount of the Outstanding Debt Securities of such series (or of all Debt
Securities then Outstanding under the applicable Indenture, as the case may
be) may rescind and annul such declaration and its consequences if (i) the
Company shall have deposited with the applicable Trustee all required payments
of the principal of (and premium or Make-Whole Amount, if any) and interest
(and Additional Amounts, if any) on the Debt Securities of such series (or of
all Debt Securities then Outstanding under the applicable Indenture, as the
case may be), plus certain fees, expenses, disbursements and advances of the
applicable Trustee and (ii) all Events of Default, other than the nonpayment
of accelerated principal (or a specified portion thereof and the premium or
Make-Whole Amount, if any) or interest (and Additional Amounts, if any), with
respect to Debt Securities of such series (or of all Debt Securities then
Outstanding under the applicable Indenture, as the case may be) have been
cured or waived as provided in the Indenture. Each Indenture also provides
that the Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series (or of all Debt Securities then
Outstanding under the applicable Indenture, as the case may be) may waive any
past default with respect to such series and its consequences, except a
default (x) in the payment of principal of (or premium or Make-Whole Amount,
if any) or interest (or Additional Amounts, if any), on any Debt Security of
such series or (y) in respect of a covenant or provision contained in the
applicable Indenture that cannot be modified or amended without the consent of
the Holders of each Outstanding Debt Security affected thereby.

The Trustee may be required to give notice to the Holders of Debt Securities
within 90 days of a default under the applicable Indenture unless such default
shall have been cured or waived; provided, however, that such Trustee may
withhold notice to the Holders of any series of Debt Securities of any default
with respect to such series (except a default in the payment of the principal
of (or premium or Make-Whole Amount, if any) or interest (or Additional
Amounts, if any), on any Debt Security of such series or in the payment of any
sinking fund installment in respect of any Debt Security of such series) if
the Responsible Officers (as defined in the Indentures) of such Trustee
consider such withholding to be in the interest of such Holders. Each
Indenture may provide that no Holder of Debt Securities of any series may
institute any proceedings, judicial or otherwise, with respect to such
Indenture or for any remedy thereunder, except in the case of failure of the
applicable Trustee, for 60 days, to act after it has received a written
request to institute proceedings in respect of an Event of Default from the
Holders of not less than 25% in principal amount of the Outstanding Debt
Securities of such series, as well as an offer of indemnity reasonably
satisfactory to it. This provision would not prevent, however, any Holder of
Debt Securities from instituting suit for the enforcement of payment of the
principal of (and premium or Make-Whole Amount, if any) and interest (or
Additional Amounts), if any, payable with respect to such Debt Securities at
the respective due dates thereof.

Subject to provisions in each Indenture relating to its duties in case of
default, the Trustee is not under an obligation to exercise any of its rights
or powers under such Indenture at the request or direction of any Holders of
any series of Debt Securities then Outstanding under such Indenture, unless
such Holders shall have offered to the Trustee thereunder reasonable security
or indemnity. Subject to such provisions for the indemnification of the
Trustee, the Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series (or of all Debt Securities then
Outstanding under each Indenture, as the case may be) may have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the applicable Trustee, or of exercising any trust or power
conferred upon such Trustee. However, the Trustee may refuse to follow any
direction which is in conflict with any law or the applicable Indenture, which
may involve such Trustee in personal liability or which may be unduly
prejudicial to the Holders of Debt Securities of such series not joining
therein.

Within 120 days after the close of each fiscal year, the Company must
deliver to each Trustee a certificate, signed by one of several specified
officers, stating such officer's knowledge of the Company's compliance with
all the conditions and covenants under the applicable Indenture and, in the
event of any noncompliance, specifying such noncompliance and the nature and
status thereof.

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MODIFICATION OF THE INDENTURES

Modifications and amendments of an Indenture applicable to any series may be
made only with the consent of the Holders of not less than a majority in
principal amount of all Outstanding Debt Securities issued under such
Indenture which are affected by such modification or amendment; provided,
however, that no such modification or amendment may, without the consent of
the Holder of each such Debt Security affected thereby, (i) change the Stated
Maturity (as defined in the Indentures) of the principal of (or premium or
Make-Whole Amount, if any), or any installment of principal of or interest (or
Additional Amounts, if any), payable on, any such Debt Security, (ii) reduce
the principal amount of, or the rate or amount of interest on, or any premium
or Make-Whole Amount, payable on redemption of or any Additional Amount, if
any, payable with respect to any such Debt Security, or reduce the amount of
principal of an Original Issue Discount Security or Make-Whole Amount, if any,
that would be due and payable upon declaration of acceleration of the maturity
thereof or would be provable in bankruptcy, or adversely affect any right of
repayment of the Holder of any such Debt Security, (iii) change the Place of
Payment (as defined in the Indentures) where, or the currency or currencies,
currency units or composite currency or currencies in which payment of the
principal of (and Premium or Make-Whole Amount, if any), or interest (or
Additional Amounts, if any) payable with respect to, any such Debt Security,
is payable, (iv) impair the right to institute suit for the enforcement of any
payment on or with respect to any such Debt Security, (v) reduce the
percentage of the Holders of outstanding Debt Securities of any series
necessary to modify or amend the applicable Indenture, to waive compliance
with certain provisions thereof or certain defaults and consequences
thereunder or to reduce the quorum or voting requirements set forth in the
applicable Indenture, or (vi) modify any of the foregoing provisions or any of
the provisions relating to the waiver of certain past defaults or certain
covenants, except to increase the required percentage to effect such action or
to provide that certain other provisions may not be modified or waived without
the consent of the Holders of such Debt Security.

The Holders of not less than a majority in principal amount of Outstanding
Debt Securities issued under either Indenture have the right to waive
compliance by the Company with certain covenants in such Indenture.

Modifications and amendments of an Indenture may be made by the Company and
the respective Trustee thereunder without the consent of any Holder of Debt
Securities for any of the following purposes: (i) to evidence the succession
of another Person to the Company as obligor under such Indenture; (ii) to add
to the covenants of the Company for the benefit of the Holders of all or any
series of Debt Securities or to surrender any right or power conferred upon
the Company in such Indenture; (iii) to add Events of Default for the benefit
of the Holders of all or any series of Debt Securities; (iv) to add or change
any provisions of an Indenture to facilitate the issuance of, or to liberalize
certain terms of, Debt Securities in bearer form, or to permit or facilitate
the issuance of Debt Securities in uncertificated form, provided that such
action shall not adversely affect the interests of the Holders of the Debt
Securities of any series in any material respect; (v) to add, change or
eliminate any provisions of an Indenture, provided that any such addition,
change or elimination shall become effective only when there are no
Outstanding Debt Securities of any series created prior thereto which are
entitled to the benefit of such provision; (vi) to secure the Debt Securities;
(vii) to establish the form or terms of additional Debt Securities of any
series, including the provisions and procedures, if applicable, for the
conversion of such Debt Securities into Common Stock of the Company or other
securities or property of the Company; (viii) to provide for the acceptance or
appointment of a successor Trustee or facilitate the administration of the
trusts under an Indenture by more than one Trustee; (ix) to cure any
ambiguity, defect or inconsistency in an Indenture, provided that such action
shall not adversely affect the interests of Holders of Debt Securities of any
series issued under such Indenture in any material respect; (x) to close an
Indenture with respect to the authentication and delivery of additional series
of Debt Securities or to qualify, or maintain qualification of, an Indenture
under the Trust Indenture Act; or (xi) to supplement any of the provisions of
an Indenture to the extent necessary to permit or facilitate defeasance and
discharge of any series of such Debt Securities, provided that such action
shall not adversely affect the interests of the Holders of the Debt Securities
of any series in any material respect.

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SUBORDINATION

The Subordinated Indenture contains only minimal provisions relating to the
subordination of the Subordinated Debt Securities. Those provisions are
summarized below. The extent to which a particular series of Subordinated Debt
Securities is subordinated to other indebtedness of the Company will be set
forth in the Prospectus Supplement for that series. The particular terms of
subordination of an issue of Subordinated Debt Securities may supersede the
general provisions of the Subordinated Indenture summarized below.

Upon any distribution to creditors of the Company in a liquidation,
dissolution, bankruptcy, insolvency or reorganization, the payment of the
principal of and interest on the Subordinated Debt Securities will be
subordinated to the extent provided in the Subordinated Indenture in right of
payment to the prior payment in full of all Senior Debt, but the obligation of
the Company to make payment of the principal of and interest on the
Subordinated Securities will not otherwise be affected. No payment of
principal or interest may be made on the Subordinated Securities at any time
in the event there shall have occurred and be continuing a default in any
payment with respect to Senior Debt, or an event of default with respect to
any Senior Debt resulting in the acceleration of the maturity thereof, or if
any judicial proceeding shall be pending with respect to any such default and
the Company receives notice of the default. The Company may resume payments on
the Subordinated Securities when the default is cured or waived if the
subordination provisions of the Subordinated Indenture otherwise permit
payment at that time. After all Senior Debt is paid in full and until the
Subordinated Debt Securities are paid in full, Holders will be subrogated to
the rights of holders of Senior Debt to the extent that distributions
otherwise payable to Holders have been applied to the payment of Senior Debt.
By reason of such subordination, in the event of a distribution of assets upon
insolvency, certain general creditors of the Company may recover more,
ratably, than Holders of the Subordinated Securities.

There is no limit on the amount of senior debt that the Company may incur.
In addition, there are no restrictions in the Subordinated Indenture upon the
creation of additional senior debt or other indebtedness.

DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

Under each Indenture, the Company may discharge certain obligations to
Holders of any series of Debt Securities issued thereunder if the relevant
defeasance provisions were made applicable to the series at the time it was
issued. There are two types of defeasance, one which discharges the Company
from virtually all obligations with respect to the series of Debt Securities
(called "defeasance") and the other which discharges the Company only from
certain covenant obligations (called "covenant defeasance"). The Prospectus
Supplement for a series may make either or both types of defeasance applicable
to a series. Under defeasance, the Company will be discharged from any and all
obligations with respect to the series of Debt Securities except (i) for the
obligation to pay Additional Amounts, if any, upon the occurrence of certain
events of tax, assessment or governmental charge with respect to payments on
the series and (ii) for certain ministerial obligations like the obligation to
register the exchange or transfer of the Debt Securities and to maintain an
office or registry for the Debt Securities. Under covenant defeasance, by
contrast, the Company will be discharged only from certain covenant
obligations such as those described under "Certain Covenants" with the result
that any failure of the Company to comply with the defeased covenants will not
result in a Default or Event of Default.

The discharge is effected by irrevocably depositing with the Trustee in
trust an amount, either in cash or in Government Obligations (as defined
below) or in a combination of the two, which will provide money in an amount
sufficient to pay the principal of (and premium or Make-Whole Amount, if any)
and interest on the Debt Securities, and any mandatory sinking fund or
analogous payments on the Debt Securities, on the scheduled dates of payment.
The cash and Governmental Obligations deposited with the Trustee must be
denominated in the currency, currencies, currency units or composite
currencies in which the series is payable.

"Government Obligations" means securities which are (i) direct obligations
of the United States of America or the government which issued the Foreign
Currency (as defined in the Indentures) in which the Debt Securities of a
particular series are payable, for the payment of which its full faith and
credit is pledged or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United

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<PAGE>

States of America or the government which issued the Foreign Currency in which
the Debt Securities of such series are payable, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America or such other government, which, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian
with respect to any such Government Obligation or a specific payment of
interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of a depository receipt, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt
from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of the
Government Obligation evidenced by such depository receipt.

As a condition to either type of defeasance, the Company must deliver to the
applicable Trustee an Opinion of Counsel (as specified in each Indenture) to
the effect that the Holders of the Debt Securities will not recognize income,
gain or loss for United States federal income tax purposes as a result of such
defeasance or covenant defeasance and will be subject to United States federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance or covenant defeasance had not
occurred, and such Opinion of Counsel, in the case of defeasance, must refer
to and be based upon a ruling of the Internal Revenue Service or a change in
applicable United States federal income tax laws occurring after the date of
such Indenture.

If, after either type of defeasance has been effected with respect to an
issue of Debt Securities, the currency in which such issue is to be paid
changes either as a result of an election which a Holder of a security of that
series is entitled to make or as a result of a "Conversion Event" (as defined
below), then the indebtedness represented by the Securities will be fully
discharged and satisfied through the payment of the principal of (and premium
or Make-Whole Amount, if any) and interest on the Securities as they become
due by converting the amounts provided by the trust into the new currency or
currency unit at the exchange rate current at that time.

Unless otherwise provided in a Prospectus Supplement, "Conversion Event"
means the cessation of use of (i) a currency, currency unit or composite
currency issued by the government of one or more countries other than the
United States both by the government of the country that issued such currency
and for the settlement of transactions by a central bank or other public
institutions of or within the international banking community, or (ii) the
ECU, both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Community, or
(iii) any currency unit or composite currency for the purposes for which it
was established. Unless otherwise provided in the applicable Prospectus
Supplement, all payments of principal of (and premium or Make-Whole Amount, if
any) and interest (and Additional Amounts, if any) on any Debt Security that
is payable in a Foreign Currency that ceases to be used by its government of
issuance shall be made in United States dollars.

In the event the Company effects covenant defeasance with respect to any
Debt Securities and such Debt Securities are declared due and payable because
of the occurrence of any Event of Default other than with respect to a
covenant as to which there has been covenant defeasance, the amount on deposit
with the Trustee, will be sufficient to pay amounts due on such Debt
Securities at the time of their Stated Maturity but may not be sufficient to
pay amounts due on such Debt Securities at the time of the acceleration
resulting from such Event of Default. However, the Company would remain liable
to make payment of such amounts due at the time of acceleration.

The applicable Prospectus Supplement may further describe the provisions, if
any, permitting defeasance or covenant defeasance, including any modifications
to the provisions described above.

CONVERSION AND EXCHANGE RIGHTS

The terms on which Debt Securities of any series are convertible into or
exchangeable for Common Stock or other securities or property of the Company
will be set forth in the Prospectus Supplement relating thereto.

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<PAGE>

Such terms shall include the conversion or exchange price (or manner of
calculation thereof), the exchange or conversion period, provisions as to
whether conversion or exchange is mandatory, at the option of the Holder or at
the option of the Company, and may include provisions pursuant to which the
number of shares, other securities or property of the Company to be received
by the Holders of Debt Securities would be calculated. The conversion or
exchange price of any Debt Securities of any series that is convertible into
Common Stock, Preferred Stock, Depositary Shares of the Company may be
adjusted for any stock dividends, stock splits, reclassification, combinations
or similar transactions, as set forth in the applicable Prospectus Supplement.

GOVERNING LAW

The Indentures are governed by and shall be construed in accordance with the
laws of the State of New York.

REDEMPTION OF DEBT SECURITIES

The Prospectus Supplement for a series of Debt Securities will describe the
terms pursuant to which the Securities of that series may be redeemed: whether
mandatory or at the option of the Company, whether in whole or in part and at
what price or Make-Whole Amount. The Indentures specify the procedures for
effecting a redemption.

From and after notice has been given as provided in the Indenture, if funds
for the redemption of any Debt Securities called for redemption shall have
been made available on such redemption date, such Debt Securities will cease
to bear interest on the date fixed for such redemption specified in such
notice, and the only right of the Holders of the Debt Securities will be to
receive payment of the Redemption Price (as defined in the Indentures).

THE TRUSTEE

The First National Bank of Chicago is one of a number of banks with which
the Company and its subsidiaries maintain banking relationships in the
ordinary course of business. The Company's banking relationship with The First
National Bank of Chicago includes existing trustee relations, general lending
activities, and general banking services. Upon the occurrence of an Event of
Default or an event which, after notice or lapse of time or both, would become
an Event of Default under a series of Debt Securities, or upon the occurrence
of a default under such other indenture, the Trustee may be deemed to have a
conflicting interest with respect to the Debt Securities for purposes of the
Trust Indenture Act and, accordingly, may be required to resign as Trustee
under one or both of the Indentures. In that event, the Company would be
required to appoint a successor Trustee.

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DESCRIPTION OF PREFERRED STOCK

The following describes generally the terms of the Preferred Stock. The
particular terms of the Preferred Stock offered by any Prospectus Supplement
and the extent, if any, to which such general provisions may apply to the
Preferred Stock so offered will be described in the Prospectus Supplement
relating to such Preferred Stock.

GENERAL

Under the Company's Amended and Restated Charter (the "Charter") and Amended
and Restated Bylaws (the "Bylaws"), which are filed as exhibits to the
Registration Statement of which this Prospectus is a part, the Board of
Directors of the Company is authorized without further shareholder action to
adopt resolutions providing for the issuance of up to 10,000,000 shares of
Preferred Stock, in one or more series, with such voting powers, full or
limited, and with such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions, as may be determined by the Board of Directors. As of the date
of this Prospectus, the Company had no shares of Preferred Stock outstanding.
The Company has established a series of Preferred Stock, par value $1.00 per
share, designated as the Series C Junior Preferred Stock ("Series C Junior
Preferred Stock") consisting of 1,500,000 shares to be issued under certain
circumstances involving a potential change in control of the Company. The
terms of the Series C Junior Preferred Stock are described below under "Series
C Junior Preferred Stock."

The Prospectus Supplement relating to the particular series of Preferred
Stock offered will describe the specific terms, including, where applicable:
(i) the title, designation, number of shares and stated value of such
Preferred Stock; (ii) the price at which such Preferred Stock will be issued;
(iii) the dividend rates (or method of calculation) and dates on which
dividends shall be payable, whether such dividends will be cumulative or
noncumulative and, if cumulative, the dates from which dividends shall
commence to cumulate; (iv) the dates on which the Preferred Stock will be
subject to redemption and the redemption price; (v) any redemption or sinking
fund provisions; (vi) whether the Preferred Stock is convertible or
exchangeable and, if so, the securities or rights into which such Preferred
Stock is convertible or exchangeable (which may include other Preferred Stock,
Senior Debt Securities, Subordinated Debt Securities, Common Stock or other
securities or rights of the Company (including rights to receive payment in
cash or securities based on the value, rate or price of one or more specified
commodities, currencies or indices) or securities of other issuers or a
combination of the foregoing), and the terms and conditions upon which such
conversions or exchanges will be effected including the initial conversion or
exchange prices or rates, the conversion or exchange period and any other
related provisions; (vii) if other than the currency of the United States of
America, the currency or currencies including composite currencies in which
such Preferred Stock is denominated and/or in which payments will or may be
payable; (viii) the method by which amounts in respect of such Preferred Stock
may be calculated and any commodities, currencies or indices, or value, rate
or price, relevant to such calculation; (ix) the place or places where
dividends and other payments on the Preferred Stock are payable and the
identity of the transfer agent, registrar and dividend disbursement agent for
the Preferred Stock; (x) any additional dividend, liquidation, redemption,
sinking fund, voting and other rights, preferences, privileges, limitations
and restrictions.

Unless otherwise specified in the Prospectus Supplement relating to a
particular series of Preferred Stock, each series of Preferred Stock will rank
on a parity in all respects with each other series of Preferred Stock. See
"Series C Junior Preferred Stock," below.

DIVIDENDS

Holders of Preferred Stock will be entitled to receive cash dividends, when
and as declared by the Board of Directors of the Company out of assets of the
Company legally available for payment, at such rates and on such dates as will
be set forth in the applicable Prospectus Supplement. Each dividend will be
payable to holders of record as they appear on the stock books of the Company
on the record dates fixed by the Board of Directors of the Company. Different
series of the Preferred Stock may be entitled to dividends at different rates
or based upon different methods of determination. Such rate may be fixed or
variable or both. Dividends on any series of

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the Preferred Stock may be cumulative or noncumulative, as provided in the
Prospectus Supplement relating thereto. Except as provided in the related
Prospectus Supplement no series of Preferred Stock will be entitled to
participate in the Company's earnings or assets.

LIQUIDATION RIGHTS

Unless otherwise stated in the applicable Prospectus Supplement, in the
event of any voluntary or involuntary liquidation, dissolution or winding up
of the Company, the holders of each series of Preferred Stock will be entitled
to receive out of assets of the Company available for distribution to
shareholders, before any distribution of assets is made to holders of Common
Stock or any other class of stock ranking junior to such series of Preferred
Stock, liquidating distributions in the amount of the stated value per share
(as set forth in the applicable Prospectus Supplement) plus all accrued and
unpaid dividends up to the date fixed for distribution for the current
dividend period and, if such series of the Preferred Stock is cumulative, for
all dividend periods prior thereto, all as set forth in the Prospectus
Supplement with respect to such shares. If, upon any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the amounts payable
with respect to a series of Preferred Stock and any other shares of stock of
the Company ranking as to any distribution on a parity with such series of
Preferred Stock are not paid in full, the holders of such series of Preferred
Stock and of such other shares will share ratably in any such distribution of
assets of the Company in proportion to the full respective preferential
amounts to which they are entitled. After payment of the full amount of the
liquidating distribution to which they are entitled, the holders of Preferred
Stock will not be entitled to any further participation in any distribution of
assets by the Company.

Neither the sale, conveyance, exchange or transfer of all or substantially
all the property and assets of the Company, the consolidation or merger of the
Company with or into any other corporation, nor the merger or consolidation of
any other corporation into or with the Company shall be deemed to be a
liquidation, dissolution or winding up of the Company.

REDEMPTION AND SINKING FUND

The terms, if any, on which shares of a series of Preferred Stock may be
subject to optional or mandatory redemption, in whole or in part, or have the
benefit of a sinking fund, will be set forth in the Prospectus Supplement
relating to such series.

VOTING RIGHTS

Except as indicated below or in the applicable Prospectus Supplement, or
except as expressly required by applicable law, the holders of the Preferred
Stock issued pursuant to this Prospectus and any Prospectus Supplement will
not be entitled to vote.

CONVERSION AND EXCHANGE RIGHTS

The terms, if any, on which shares of any series of Preferred Stock are
convertible or exchangeable will be set forth in the Prospectus Supplement
relating thereto. The Prospectus Supplement will describe the securities or
rights into which such shares of Preferred Stock are convertible or
exchangeable (which may include other Preferred Stock, Debt Securities,
Depositary Shares, Common Stock or other securities or rights of the Company
(including rights to receive payment in cash or securities based on the value,
rate or price of one or more specified commodities, currencies or indices) or
securities of other issuers or a combination of the foregoing). Such terms may
include provisions for conversion, either mandatory, at the option of the
holder, or at the option of the Company, in which case the consideration to be
received by the holders of Preferred Stock would be calculated as of a time
and in the manner stated in the Prospectus Supplement.

TRANSFER AGENT AND REGISTRAR

The transfer agent, registrar and dividend disbursement agent for the
Preferred Stock will be designated in the applicable Prospectus Supplement.

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SERIES C JUNIOR PREFERRED STOCK

Pursuant to the Company's Charter, the Series C Junior Preferred Stock
consists of 1,500,000 shares of authorized Preferred Stock. No shares of
Series C Junior Preferred Stock have been issued, and unless indicated
otherwise in a Prospectus Supplement, the Company is aware of no facts
suggesting that issuance of such shares may be imminent. Any increase in the
number of authorized shares of Series C Junior Preferred Stock does not
require approval of the Company's shareholders under the Tennessee Business
Corporation Act (the "TBCA"). The ability of the Board of Directors of the
Company to issue Preferred Stock, while providing flexibility in connection
with possible acquisitions and other corporate purposes, could have the effect
of making it more difficult for a third party to acquire, or of discouraging a
third party from acquiring, a majority of the outstanding voting stock of the
Company.

The following summary of the Series C Junior Preferred Stock is qualified in
its entirety by reference to the Charter, the Bylaws, and the applicable
provisions of the TBCA. Capitalized terms used but not defined herein shall
have the meanings set forth in the Charter, the Bylaws and the TBCA.

Rights Agreement. On March 28, 1995, the Board of Directors of the Company
declared a dividend distribution of one right (a "Right") for each share of
Common Stock pursuant to a Rights Agreement (the "Rights Agreement") dated as
of March 28, 1995 between the Company and Union Planters Bank, N.A., as Rights
Agent. Each Right entitles the holder to purchase from the Company one one-
hundredth ( 1/100) of a share of Series C Preferred Stock at a price of $85
per one one-hundredth ( 1/100) of a share. The Rights Agreement was amended on
March 25, 1998 by Amendment No. 1 to the Rights Agreement to increase the
exercise price of the Rights to $278 per one one-hundredth ( 1/100) of a share
of Series C Junior Preferred Stock, subject to adjustment. Initially, the
Rights are not exercisable. However, they will become exercisable if, without
the prior approval of the Board of Directors of the Company, any person either
acquires 20% or more of the shares of Common Stock then outstanding or
commences a tender or exchange offer which, if successfully consummated, would
result in such person's acquisition of 20% or more of the shares of Common
Stock then outstanding. The Rights are generally designed to deter coercive
takeover tactics and to encourage all persons interested in potentially
acquiring control of the Company to treat each shareholder on a fair and equal
basis.

Dividends and Distributions. Subject to any shares of a series of Preferred
Stock (or any similar stock) ranking senior to the Series C Junior Preferred
Stock with respect to dividends, each share of Series C Junior Preferred
Stock, if issued, would be entitled to receive quarterly dividends on the
first day of March, June, September and December in each year (each, a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the issuance of such share of Series C Junior Preferred
Stock in an amount per share (rounded to the nearest cent) equal to the
greater of: (a) $1.00, or (b) 100 times the aggregate per share amount of all
cash and non-cash dividends or distributions, other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock since
the immediately preceding Quarterly Dividend Payment Date or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series C Junior Preferred Stock.

In the event the Company declares a dividend on the Common Stock that is
payable in shares of Common Stock, or effects a subdivision, combination or
consolidation of the outstanding shares of Common Stock into a greater or
lesser number of shares of Common Stock, the amount to which holders of shares
of Series C Junior Preferred Stock will be entitled under clause (b) of the
preceding paragraph shall be adjusted by multiplying such amount by a fraction
(the "Adjustment Multiplier"), the numerator of which is the number of shares
of Common Stock outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.

Dividend payments on shares of Series C Junior Preferred Stock are in
preference to the holders of Common Stock and of any other junior stock. In
addition, such dividends will accrue and be cumulative on outstanding shares
of Series C Junior Preferred Stock. However, any accrued but unpaid dividends
shall not bear interest.

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Dividends paid on the shares of Series C Junior Preferred Stock in an amount
less than the total amount of such dividends at the time accrued and payable
on such shares shall be allocated pro rata on a share-by-share basis among all
such shares at the time outstanding.

In the event that dividends or other distributions payable on the Series C
Junior Preferred Stock are in arrears, thereafter and until all accrued and
unpaid dividends have been paid in full, the Company is prohibited from:

(i) declaring dividends or making any distributions on any shares of
stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series C Junior Preferred Stock;

(ii) declaring dividends or making any distributions on any shares of
stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series C Junior
Preferred Stock, except dividends paid ratably on the Series C
Junior Preferred Stock and all such parity stock on which dividends
are payable or in arrears in proportion to the total amounts to
which the holders of all such shares are then entitled;

(iii) redeeming or otherwise acquiring for consideration shares of any
stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series C Junior Preferred Stock,
provided that the Company may at any time redeem, purchase or
otherwise acquire shares of any such junior stock in exchange for
shares of any stock of the Company ranking junior (as to dividends
and upon dissolution, liquidation and winding up) to the Series C
Junior Preferred Stock; or

(iv) redeeming or otherwise acquiring for consideration any shares of
Series C Junior Preferred Stock, or any shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series C Junior Preferred Stock, except in
accordance with a purchase offer made in writing or by publication
to all holders of such shares upon such terms as the Board, after
consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and
classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.

Liquidation Preference. Upon any liquidation, dissolution or winding up of
the Company, the Company is prohibited from making a distribution (1) to the
holders of shares of stock ranking junior to the Series C Junior Preferred
Stock unless, prior thereto, the holders of shares of Series C Junior
Preferred Stock shall have received $1.00 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon; provided that the
holders of shares of Series C Junior Preferred Stock are entitled to receive
an aggregate amount per share equal to 100 times the aggregate amount to be
distributed per share to holders of shares of Common Stock, or (2) to the
holders of shares of stock ranking on a parity with the Series C Junior
Preferred Stock except distributions made ratably on the Series C Junior
Preferred Stock and all such parity stock in proportion to the total amounts
to which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up.

In the event the Company declares or pays a dividend on the Common Stock
payable in shares of Common Stock, or effects a subdivision, combination or
consolidation of the outstanding shares of Common Stock into a greater or
lesser number of shares of Common Stock, the aggregate amount to which holders
of shares of Series C Junior Preferred Stock would otherwise be entitled
pursuant to clause (1) above will be adjusted by multiplying such amount by
the Adjustment Multiplier.

Voting Rights. Each share of Series C Junior Preferred Stock is entitled to
100 votes on all matters submitted to a vote of the Company's shareholders;
provided, however, that, in the event the Company at any time declares a
dividend on the Common Stock payable in shares of Common Stock, or effects a
subdivision, combination or consolidation of the outstanding shares of Common
Stock into a greater or lesser number of shares of Common Stock, the number of
votes per share of Series C Junior Preferred Stock will be adjusted by
multiplying such number by the Adjustment Multiplier.

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Mergers, Consolidations and Certain Other Transactions. In the case of a
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, each share of Series C Junior Preferred Stock is
entitled to be similarly exchanged or changed into an amount per share equal
to 100 times the aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
share of Common Stock is changed or exchanged.

Redemption. The shares of Series C Junior Preferred Stock are not
redeemable.

Rank. The Series C Junior Preferred Stock rank, with respect to the payment
of dividends and the distribution of assets, junior to all series of any other
class of the Company's Preferred Stock.

Amendment. The Charter of the Company may not be amended in any manner which
would materially alter or change the powers, preferences or special rights of
the Series C Junior Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of at least a majority of the outstanding
shares of Series C Junior Preferred Stock, voting together as a single class.

DESCRIPTION OF DEPOSITARY SHARES

The Company may, at its option, elect to offer fractional interests in
shares of a series of Preferred Stock as Depositary Shares, rather than full
shares of Preferred Stock. In such event, receipts ("Depositary Receipts") for
such Depositary Shares will be issued, each of which will represent a fraction
of a share of a particular series of Preferred Stock, as described in the
related Prospectus Supplement.

Shares of any series of Preferred Stock represented by Depositary Shares
will be deposited under a Deposit Agreement (the "Deposit Agreement") between
the Company and the depositary (the "Preferred Stock Depositary"). The
Prospectus Supplement relating to a series of Depositary Shares will set forth
the name and address of the Depositary with respect to such Depositary Shares.
Subject to the terms of the Deposit Agreement, each holder of a Depositary
Share will be entitled, in proportion to the applicable fraction of a share of
Preferred Stock represented by such Depositary Share, to all the rights and
preferences of the Preferred Stock represented thereby (including dividend,
voting, conversion or exchange, redemption, and liquidation rights, if any).

Depositary Shares will be evidenced by Depositary Receipts issued pursuant
to the applicable Deposit Agreement. Immediately following the issuance and
delivery of the Preferred Stock by the Company to a Depositary, the Company
will cause such Depositary to issue, on behalf of the Company, the Depositary
Receipts. Copies of the applicable form of Deposit Agreement and Depositary
Receipt may be obtained from the Company upon request, and the statements made
hereunder relating to the Deposit Agreement and the Depositary Receipt to be
issued thereunder are summaries of certain anticipated provisions thereof and
do not purport to be complete and are subject to, and qualified in their
entirety by reference to, all of the provisions of the applicable Deposit
Agreement and related Depositary Receipts.

DIVIDENDS AND OTHER DISTRIBUTIONS

The Preferred Stock Depositary will distribute all cash dividends or other
cash distributions received in respect of a series of Preferred Stock to the
record holders of Depositary Receipts relating to such Preferred Stock in
proportion to the number of such Depositary Receipts owned by such holders on
the relevant Record Date, subject to certain obligations of holders to file
proofs, certificates and other information and to pay certain charges and
expenses to such Preferred Stock Depositary. The Preferred Stock Depositary
shall distribute only such amount, however, as can be distributed without
attributing to any holder of Depositary Shares a fraction of one cent, and the
balance not so distributed shall be added to and treated as part of the next
sum received by the Preferred Stock Depositary for distribution to record
holders of Depositary Shares.

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In the event of a distribution other than in cash, the Preferred Stock
Depositary will distribute property received by it to the record holders of
Depositary Shares in an equitable manner, unless the Preferred Stock
Depositary determines that it is not feasible to make such distribution, in
which case the Preferred Stock Depositary, with the Company's approval, may
sell such property and distribute the net proceeds from such sale to such
holders.

The Deposit Agreement will also contain provisions relating to the manner in
which any subscription or similar rights offered by the Company to holders of
the Preferred Stock shall be made available to the holders of Depositary
Shares.

Upon surrender of the Depositary Receipts at the corporate trust office of
the Preferred Stock Depositary (unless the related Depositary Shares have
previously been called for redemption, or converted or exchanged), the holders
thereof will be entitled to delivery at such office, to or upon each such
holder's order, of the number of whole or fractional shares of the class or
series of Preferred Stock and any money or other property represented by the
Depositary Shares evidenced by such Depositary Receipts. Holders of Depositary
Receipts will be entitled to receive whole or fractional shares of the related
class or series of Preferred Stock on the basis of the proportion of Preferred
Stock represented by each Depositary Share as specified in the applicable
Prospectus Supplement, but holders of such shares of Preferred Stock will not
thereafter be entitled to receive Depositary Shares therefor. If the
Depositary Receipts delivered by the holder evidence a number of Depositary
Shares in excess of the number of Depositary Shares representing the number of
shares of Preferred Stock to be withdrawn, the Preferred Stock Depositary will
deliver to such holder at the same time a new Depositary Receipt evidencing
such excess number of Depositary Shares.

REDEMPTION OF DEPOSITARY SHARES

If a series of Preferred Stock represented by Depositary Shares is subject
to redemption, the Depositary Shares will be redeemed from the proceeds
received by the Preferred Stock Depositary resulting from the redemption, in
whole or in part, of such class or series of Preferred Stock held by the
Preferred Stock Depositary. The Preferred Stock Depositary shall mail notice
of redemption not less than 30 and not more than 60 days prior to the date
fixed for redemption to the record holders of the Depositary Shares to be so
redeemed at their respective addresses appearing in the Preferred Stock
Depositary's books. The redemption price per Depositary Share will be equal to
the applicable fraction of the redemption price and other amounts, if any per
share payable with respect to such class or series of Preferred Stock.
Whenever the Company redeems Preferred Stock held by the Preferred Stock
Depositary, the Preferred Stock Depositary will redeem as of the same
redemption date the number of Depositary Shares representing Preferred Stock
so redeemed. If fewer than all the Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed will be selected by lot or pro rata as may be
determined to be equitable by the Preferred Stock Depositary.

From and after the date fixed for redemption, the Depositary Shares so
called for redemption will no longer be outstanding, and all rights of the
holders of the Depositary Shares will cease, except the right to receive the
money, securities, or other property payable upon such redemption and any
money, securities, or other property to which the holders of such Depositary
Shares were entitled upon such redemption upon surrender to the Preferred
Stock Depositary of the Depositary Receipts evidencing such Depositary Shares.

VOTING THE PREFERRED STOCK

Upon receipt of notice of any meeting at which the holders of a class or
series of Preferred Stock are entitled to vote, the Preferred Stock Depositary
will mail the information contained in such notice of meeting to the record
holders of the Depositary Receipts evidencing the Depositary Shares of such
class or series of Preferred Stock. Each record holder of such Depositary
Receipts on the record date (which will be the same date as the record date
for the related class or series of Preferred Stock) will be entitled to
instruct the Preferred Stock Depositary as to the exercise of the voting
rights pertaining to the amount of Preferred Stock represented by such
holder's Depositary Shares. The Preferred Stock Depositary will endeavor,
insofar as practicable, to vote

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<PAGE>

the number of shares of Preferred Stock represented by such Depositary Shares
in accordance with such instructions, and the Company will agree to take all
reasonable action which may be deemed necessary by the Preferred Stock
Depositary in order to enable the Preferred Stock Depositary to do so. The
Preferred Stock Depositary will abstain from voting the Preferred Stock to the
extent it does not receive specific instructions from the holder of Depositary
Shares representing such shares of Preferred Stock. The Preferred Stock
Depositary will not be responsible for any failure to carry out any
instruction to vote, or for the manner or effect of any such vote made, as
long as any such action or non-action is in good faith and does not result
from the negligence or willful misconduct of the Stock Depositary.

LIQUIDATION PREFERENCE

In the event of the liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, the holders of each Depositary Receipt will
be entitled to the fraction of the liquidation preference accorded each share
of related Preferred Stock as set forth in the applicable Prospectus
Supplement.

CONVERSION OF PREFERRED STOCK

The Depositary Shares, as such, will not be convertible into Common Stock or
any other securities or property of the Company. Nevertheless, if so specified
in a Prospectus Supplement relating to an offering of Depositary Shares, the
Depositary Receipts may be surrendered by the holders thereof to the Preferred
Stock Depositary with written instructions directing the Company to cause
conversion of a class or a series of Preferred Stock represented by the
related Depositary Shares into whole shares of Common Stock, other shares of a
class or series of Preferred Stock of the Company or other shares of stock.
Upon receipt of such instructions and any amounts payable in respect thereof,
the Company will cause such conversion utilizing the same procedures as those
provided for delivery of Preferred Stock to effect such conversion. If the
Depositary Shares evidenced by a Depositary Receipt are to be converted in
part only, a Depositary Receipt or Receipts will be issued for any Depositary
Shares not converted. No fractional shares of Common Stock will be issued upon
conversion, and if such conversion will result in a fractional share being
issued, an amount will be paid in cash by the Company equal to the value of
the fractional interest based upon the closing price of the Common Stock on
the last business day prior to the conversion.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may be amended at any time by agreement
between the Company and the Preferred Stock Depositary. However, any amendment
which materially and adversely alters the rights of the holders of Depositary
Receipts or that would be materially and adversely inconsistent with the
rights of holders of the underlying Preferred Stock will be ineffective,
unless such amendment has been approved by the holders of at least a majority
of the Depositary Shares then outstanding. No amendment shall impair the
right, subject to certain anticipated exceptions in the Deposit Agreement, of
any holder of Depositary Receipts to surrender any Depositary Receipt with
instructions to deliver to the holder the related class or series of Preferred
Stock and all money and other property, if any, represented thereby, except in
order to comply with law. Every holder of any outstanding Depositary Receipt
at the time any such amendment becomes effective shall be deemed, by
continuing to hold such Depositary Receipt, to consent and agree to such
amendment and to be bound by the applicable Deposit Agreement as amended
thereby.

The Deposit Agreement may be terminated by the Company upon not less than 30
days prior written notice to the Preferred Stock Depositary if a majority of
each class or series of Preferred Stock subject to such Deposit Agreement
consents to such termination, whereupon the Preferred Stock Depositary will
deliver or make available to each holder of Depositary Receipts, upon
surrender of the Depositary Receipts held by such holder, such number of whole
or fractional shares of Preferred Stock as are represented by the Depositary
Shares evidenced by such Depositary Receipts, together with any other property
held by the Preferred Stock Depositary with respect to such Depositary
Receipts. The Deposit Agreement will automatically terminate if (i) all
outstanding Depositary Shares related thereto have been redeemed, (ii) there
has been a final distribution in

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<PAGE>

respect of the Preferred Stock in connection with any liquidation, dissolution
or winding up of the Company and such distribution has been distributed to the
holders of the related Depositary Receipts, or (iii) each share of the related
Preferred Stock has been converted into Company stock not so represented by
Depositary Shares.

CHARGES OF DEPOSITARY

The Company will pay all transfer and other taxes and governmental charges
arising solely from the existence of the Depositary Agreement. The Company
will pay the Preferred Stock Depositary's fees and charges in connection with
the initial deposit of the Preferred Stock and issuance of Depositary
Receipts, all withdrawals of Preferred Stock by owners of Depositary Shares
and any redemption of the Preferred Stock. Holders of Depositary Receipts will
pay all other transfer and other taxes, governmental charges, and fees and
charges of the Preferred Stock Depositary that are not expressly provided for
in the Deposit Agreement.

RESIGNATION AND REMOVAL OF DEPOSITARY

The Preferred Stock Depositary may resign at any time by delivering to the
Company notice of its election to do so, and the Company may at any time
remove the Preferred Stock Depositary, any such resignation or removal to take
effect upon the appointment of a successor Depositary and such successor
Depositary's acceptance of the appointment. Such successor Depositary must be
appointed within 60 days after delivery of the notice of resignation or
removal and must be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least
$50,000,000.

MISCELLANEOUS

The Preferred Stock Depositary will forward all reports and communications
from the Company which are delivered to the Preferred Stock Depositary and
which the Company is required or otherwise determines to furnish to the
holders of the Preferred Stock.

Neither the Preferred Stock Depositary nor the Company will be liable if it
is prevented or delayed by law or any circumstance beyond its control in
performing its obligations under the Deposit Agreement. The obligations of the
Company and the Preferred Stock Depositary under the Deposit Agreement will be
limited to performing in good faith their duties thereunder (in the case of
any action or inaction in the voting of a class or series of Preferred Stock
represented by the Depositary Shares), gross negligence or willful misconduct.
The Company and the Preferred Stock Depositary will not be obligated to
prosecute or defend any legal proceeding in respect of any Depositary Shares,
Depositary Receipts or shares of any Preferred Stock represented thereby,
unless satisfactory indemnity is furnished. The Company and the Preferred
Stock Depositary may rely upon written advice of counsel or accountants, or
information provided by persons presenting shares of Preferred Stock for
deposit, holders of Depositary Receipts or other persons believed to be
competent and on documents believed to be genuine.

DESCRIPTION OF COMMON STOCK

The following description of the terms of the Common Stock sets forth
certain general rules and provisions of the Common Stock as contained in the
Charter and Bylaws and is qualified in its entirety by reference to the
Charter and Bylaws.

The Company is authorized to issue an aggregate of 300,000,000 shares of
Common Stock. As of May 2, 1998, there were 89,734,571 shares of Common Stock
outstanding held by approximately 2,200 shareholders of record. All
outstanding shares of Common Stock are fully paid and nonassessable. The
Common Stock is listed on the NYSE under the symbol "PFT."

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<PAGE>

GENERAL

Holders of Common Stock have no preemptive, subscription, redemption or
conversion rights. The rights, preferences and privileges of holders of Common
Stock are subject to, and may be adversely affected by, the rights of the
holders of any series of Preferred Stock, whether currently outstanding or
designated and issued in the future. See "Description of Preferred Stock."

DIVIDENDS

Subject to the preferences of holders of Preferred Stock, including the
Series C Junior Preferred Stock, holders of Common Stock are entitled to
dividends when, as, and if declared by the Board of Directors out of funds
legally available therefor.

VOTING RIGHTS

Except as otherwise provided by law or by the designation of the
preferences, limitations and relative rights of any series of Preferred Stock,
the voting power of the Company is held by the holders of Common Stock. Each
holder of Common Stock is entitled to one vote for each share held. Holders of
Common Stock are not entitled to cumulative voting rights and, therefore,
holders of a plurality of shares voting in the election of directors may elect
the entire class of the Board of Directors standing for election at a
shareholders' meeting at which a quorum is present. In that event, holders of
the remaining shares of Common Stock would not be able to elect any director
to the Board of Directors. The Company's Charter requires that its Board of
Directors be staggered, consisting of three classes of directors which are as
nearly equal in number as possible. See "Anti-Takeover Provisions in the
Company's Charter and Bylaws--Staggered Board of Directors."

LIQUIDATION AND DISSOLUTION

Except as otherwise provided by the designation of the preferences,
limitations and relative rights of any series of Preferred Stock, including
the Series C Junior Preferred Stock, in the event of any liquidation,
dissolution, or winding up of the Company, whether voluntary or involuntary,
after payment has been made to the holders of each series of Preferred Stock
of the full amount to which they are entitled, the holders of shares of Common
Stock will be entitled to share, ratably according to the number of shares of
Common Stock held by them, in all remaining assets if available for
distribution to holders of the Common Stock. Shares of the Series C Junior
Preferred Stock have a liquidation preference as described under "Description
of Preferred Stock--Series C Junior Preferred Stock--Liquidation Preference."

INDEMNIFICATION

Article XII of the Charter and Article IV of the Bylaws provide that a
director or officer of the Company may be indemnified to the maximum extent
now or hereafter permitted by the TBCA. The Commission has taken the position
that similar provisions added to other corporations' articles of incorporation
would not protect those corporations' directors from liability for violations
of the federal securities laws. The Company has included this provision in its
Charter to provide its directors with the maximum indemnification made
available by the TBCA. It is believed that this provision will help the
Company to attract and retain as directors the persons most qualified for
those positions.

TRANSFER AGENT

The transfer agent and registrar for the Common Stock is Union Planters
Bank, N.A.

CERTAIN PROVISIONS OF TENNESSEE LAW REGARDING TAKEOVERS

As a Tennessee corporation, the Company is subject to certain provisions of
Tennessee law which may discourage or render more difficult an unsolicited
takeover of the Company. These provisions include Tennessee's Business
Combination Act, Control Share Acquisition Act, Investor Protection Act and
Greenmail Act.

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<PAGE>

Business Combination Act. Tennessee's Business Combination Act (the
"Business Combination Act") provides that a party owning 10% or more of stock
in a "resident domestic corporation" (such party is called an "interested
shareholder") cannot engage in a business combination with the resident
domestic corporation unless the combination (i) takes place at least five
years after the interested shareholder first acquired 10% or more of the
resident domestic corporation, and (ii) either (A) is approved by at least 2/3
of the noninterested voting shares of the resident domestic corporation or (B)
satisfies certain fairness conditions specified in the Business Combination
Act.

These provisions apply unless one of two events occurs. A business
combination with an entity can proceed without delay when approved by the
target corporation's board of directors before that entity becomes an
interested shareholder, or the resident corporation may enact a charter
amendment or bylaw to remove itself entirely from the Business Combination
Act. This charter amendment or by-law must be approved by a majority of the
shareholders who have held shares for more than one year prior to the vote. It
may not take effect for at least two years after the vote. The Company has not
adopted a provision in its Charter or Bylaws removing the Company from
coverage under the Business Combination Act.

The Business Combination Act further provides an exemption from liability
for officers and directors of resident domestic corporations who do not
approve proposed business combinations or charter amendments and by-laws
removing their corporations from the Business Combination Act's coverage as
long as the officers and directors act in "good faith belief" that the
proposed business combination would adversely affect their corporation's
employees, customers, suppliers, or the communities in which their corporation
operates and such factors are permitted to be considered by the board of
directors under the charter. The Company's Charter presently contains no
provisions relating to the Board's consideration of such factors.

Control Share Acquisition Act. The Tennessee Control Share Acquisition Act
("TCSAA") strips a purchaser's shares of voting rights any time an acquisition
of shares in a covered Tennessee corporation brings the purchaser's voting
power to one-fifth, one-third or a majority of all voting power. The
purchaser's voting rights can be reestablished only by a majority vote of the
other shareholders. The purchaser may demand a special meeting of shareholders
to conduct such a vote. The purchaser can demand such a meeting before
acquiring a control share only if it holds at least 10% of outstanding shares
and announces a good faith intention to make the control share acquisition. A
target corporation may or may not redeem the purchaser's shares if the shares
are not granted voting rights. The TCSAA applies only to a corporation that
has adopted a provision in its charter or by-laws expressly declaring that the
TCSAA will apply. The Company has not adopted any provision in its Charter or
Bylaws electing protection under the TCSAA.

Investor Protection Act. Tennessee's Investor Protection Act ("TIPA")
applies to tender offers directed at corporations (called "offeree companies")
that have "substantial assets" in Tennessee and that are either incorporated
in or have a principal office in Tennessee. By virtue of its incorporation
under the laws of the State of Tennessee, the Company is subject to the
provisions of the TIPA.

The TIPA requires an offeror making a tender offer for an offeree company to
file with the Commissioner of Commerce and Insurance (the "Commissioner") a
registration statement. When the offeror intends to gain control of the
offeree company, the registration statement must indicate any plans the
offeror has for the offeree. The Commissioner may require additional
information material to the takeover offer and may call for hearings. The TIPA
does not apply to an offer that the offeree company's board of directors
recommends to shareholders.

In addition to requiring the offeror to file a registration statement with
the Commissioner, the TIPA requires the offeror and the offeree company to
deliver to the Commissioner all solicitation materials used in connection with
the tender offer. The TIPA prohibits "fraudulent, deceptive, or manipulative
acts or practices" by either side, and gives the Commissioner standing to
apply for equitable relief to the Chancery Court of Davidson County,
Tennessee, or to any other chancery court having jurisdiction whenever it
appears to the Commissioner that the offeror, the offeree company, or any of
its respective affiliates has engaged in or is about to engage in a violation
of the TIPA. Upon proper showing, the Chancery Court may grant injunctive
relief. The TIPA further provides civil and criminal penalties for violations.

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<PAGE>

Greenmail Act. The Tennessee Greenmail Act ("TGA") applies to any
corporation (including the Company) chartered under the laws of Tennessee
which has a class of voting stock registered or traded on a national
securities exchange or registered with the Commission pursuant to Section
12(g) of the Exchange Act. The TGA provides that it is unlawful for any
corporation or subsidiary to purchase, either directly or indirectly, any of
its shares at a price above the market value, as defined in the TGA, from any
person who holds more than 3% of the class of the securities purchased if such
person has held such shares for less than two years, unless either the
purchase is first approved by the affirmative vote of a majority of the
outstanding shares of each class of voting stock issued or the corporation
makes an offer of at least equal value per share to all holders of shares of
such class.

ANTI-TAKEOVER PROVISIONS IN THE COMPANY'S CHARTER AND BYLAWS

Removal of Directors. The Company's Charter and Bylaws provide that any or
all directors may be removed only for cause (as defined in the TBCA) by a vote
of a majority of the shareholders entitled to vote thereon.

Staggered Board of Directors. The Company's Charter requires that its Board
of Directors be staggered, consisting of three classes of directors which are
as nearly equal in number as possible. The initial terms of the Class I, Class
II and Class III directors expire at the Company's annual meeting of
shareholders in the years 1998, 1999 and 2000, respectively. Thereafter,
directors of each class are elected for terms of three years. The Company's
Charter also provides that the affirmative vote of the holders of at least 80%
of the voting power of the then outstanding capital stock, voting together as
a single class, is required to amend or repeal, or adopt any provision
inconsistent with, the provision of the Company's Charter requiring a
staggered Board of Directors.

Required Shareholder Vote for Authorization of Certain Actions. The TBCA
provides that the approval of the Company's Board of Directors and of a
majority of the outstanding shares of the Company's Common Stock entitled to
vote thereon would generally be required to approve a merger or to sell,
lease, exchange or otherwise dispose of substantially all of the Company's
assets. However, the Company's Charter provides that, except under specified
circumstances, the affirmative vote of the holders of at least 80% of the
voting power of the then outstanding shares of capital stock entitled to vote
in the election of directors, voting together as a single class, is required
for the approval of (i) certain mergers or consolidations, (ii) certain sales,
leases, exchanges, mortgages, pledges or other dispositions of the assets of
the Company, (iii) the adoption of a plan for the liquidation of the Company,
(iv) certain reclassifications of the Company's securities and certain
recapitalizations and (v) any agreement providing for the foregoing.

No Shareholder Action by Written Consent. The Company's Charter and Bylaws
require that any shareholder action must be effected at a duly called annual
or special meeting and may not be effected by written consent.

Authorized Capital Stock. The Company's Charter authorizes the issuance of
up to 300,000,000 shares of Common Stock and up to 10,000,000 shares of
Preferred Stock. Such shares may be issued by the Company's Board of Directors
without further action or authorization by the Company's shareholders, unless
such action is required in a particular case by applicable laws or regulations
or by any stock exchange upon which the Company's capital stock may be listed
and the directors may fix the voting rights, conversion rights, and other
terms thereof without shareholder approval. Preferred Stock will be issuable
in one or more classes or series, with each class or series having such rights
and preferences as the Company's Board of Directors may fix and determine by
resolution.

This authority of the Board of Directors to issue additional shares of
Common Stock and Preferred Stock will provide the Company with the flexibility
necessary to meet its future needs without the time delay resulting from
seeking shareholder approval unless otherwise required. The unissued shares of
Common Stock and Preferred Stock will be issuable from time to time for any
corporate purpose, including, without limitation, stock splits, stock
dividends, employee benefit and compensation plans, acquisitions, and public
or private sales for

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stock ownership of persons seeking to obtain control of the Company. In
addition, the sale of a substantial number of shares of Common Stock to
persons who have an understanding with the Company concerning the voting of
such shares, or the discriminatory distribution or dividend of shares of
Common Stock (or the right to receive Common Stock) to the shareholders of the
Company, may have the effect of discouraging or increasing the cost of
unsolicited attempts to acquire control of the Company. The issuance of
Preferred Stock may also, under certain circumstances, have an anti-takeover
effect, particularly if such stock has broad class voting rights or a
substantial number of votes per share.

The actual effect of any issuance of Preferred Stock upon the rights of
holders of Common Stock cannot be specified because the Company's Board of
Directors has not determined the issuance prices or terms or the rights of the
holders of any Preferred Stock, other than the Series C Junior Preferred
Stock. Such effects might include:

(i)restrictions on Common Stock dividends if Preferred Stock dividends
have not been paid;

(ii) dilution of the voting power and equity interest of current holders
of Common Stock to the extent that any Preferred Stock has voting
rights or is convertible into Common Stock; and

(iii) current holders of all the shares of Common Stock not being
entitled to share in the Company's assets upon liquidation until
satisfaction of any liquidation preferences granted to holders of
Preferred Stock.

Rights Agreement. The Company has adopted and implemented a Rights Agreement
that is generally designed to deter coercive takeover tactics and to encourage
all persons interested in potentially acquiring control of the Company to
treat each shareholder on a fair and equal basis. See "Description of
Preferred Stock--Series C Junior Preferred Stock--Rights Agreement."

Effect Of Anti-Takeover Provisions. Certain provisions of the Company's
Charter, Bylaws and Rights Agreement may tend to discourage certain kinds of
unsolicited takeover bids for the Company, including some tender offers which
shareholders may feel would be in their best interests, and may tend to
perpetuate present management. Certain provisions of the TBCA may be deemed to
have an "anti-takeover" effect as well. These provisions affect shareholder
rights and should be given careful attention. They may have the effect of
delaying a tender offer or takeover attempt that a shareholder might consider
in his or her best interest, including those attempts that might result in a
premium over the current market price for the shares held by shareholders. See
"Description of Preferred Stock" and "Description of Common Stock" generally.

DESCRIPTION OF WARRANTS

The following description of the terms of the Warrants sets forth certain
general rules and provisions of the Warrants to which any Prospectus
Supplement may relate. Particular terms of the Warrants offered by any
Prospectus Supplement and the extent, if any, to which such general provisions
may apply to the Warrants so offered will be described in the Prospectus
Supplement relating to such Warrants.

GENERAL

The Company may issue Warrants to purchase Senior Debt Securities,
Subordinated Debt Securities, Preferred Stock, Depositary Shares, Common Stock
or any combination thereof (collectively, the "Underlying Warrant
Securities"), and such Warrants may be issued independently or together with
any such Underlying Warrant Securities and may be attached or separate from
such Underlying Warrant Securities. Each series of Warrants will be issued
under a separate warrant agreement (each a "Warrant Agreement") to be entered
into between the Company and a warrant agent ("Warrant Agent"). The Warrant
Agent will act solely as an agent of the Company in connection with the
Warrants of such series and will not assume any obligation or relationship of
agency for or with holders or beneficial owners of Warrants.

The applicable Prospectus Supplement will describe the terms of any Warrants
in respect of which this Prospectus is being delivered, including the
following: (i) the title of such Warrants; (ii) the aggregate number of

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such Warrants; (iii) the price or prices at which such Warrants will be
issued; (iv) the currency or currencies, including composite currencies, in
which the price of such Warrants may be payable; (v) the designation and terms
of the Underlying Warrant Securities purchasable upon exercise of such
Warrants and the number of such Underlying Warrant Securities issuable upon
exercise of such Warrants; (vi) the price at which and the currency or
currencies, including composite currencies, in which the Underlying Warrant
Securities purchasable upon exercise of such Warrants may be purchased; (vii)
the date on which the right to exercise such Warrants shall commence and the
date on which such right shall expire; (viii) whether such Warrants will be
issued in registered form or bearer form; (ix) if applicable, the minimum or
maximum amount of such Warrants which may be exercised at any one time; (x) if
applicable, the designation and terms of the Underlying Warrant Securities
with which such Warrants are issued and the number of such Warrants issued
with each such Underlying Warrant Security; (xi) if applicable, the date on
and after which such Warrants and the related Underlying Warrant Securities
will be separately transferable; (xii) information with respect to book-entry
procedures, if any; (xiii) if applicable, a discussion of certain United
States federal income tax considerations; (xiv) the procedures and conditions
relating to the exercise of such Warrants; and (xv) any other terms of such
Warrants, including terms, procedures and limitations relating to the exchange
and exercise of such Warrants.

Warrant certificates may be exchanged for new warrant certificates of
different denominations, and Warrants may be exercised at the corporate trust
office of the Warrant Agent or any other office indicated in the Prospectus
Supplement. Prior to the exercise of their Warrants, holders of Warrants
exercisable for Debt Securities will not have any of the rights of holders of
the Debt Securities purchasable upon such exercise and will not be entitled to
payments of principal (or premium, if any) or interest, if any, on the Debt
Securities purchasable upon such exercise. Prior to the exercise of their
Warrants for shares of Preferred Stock or Common Stock, holders of such
Warrants will not have any rights of holders of the Preferred Stock or Common
Stock purchasable upon such exercise and will not be entitled to dividend
payments, if any, or voting rights of the Preferred Stock or Common Stock
purchasable upon such exercise.

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

The following description of the terms of the Stock Purchase Contracts and
Stock Purchase Units (as defined below) sets forth certain general rules and
provisions of the Stock Purchase Contracts and/or Stock Purchase Units to
which any Prospectus Supplement may relate. Particular terms of the Stock
Purchase Contracts and/or Stock Purchase Units offered by any Prospectus
Supplement and the extent, if any, to which such general provisions may apply
to the Stock Purchase Contracts and/or Stock Purchase Units so offered will be
described in the Prospectus Supplement relating to such Stock Purchase
Contracts and/or Stock Purchase Units.

The Company may issue Stock Purchase Contracts, representing contracts
obligating holders to purchase from the Company, and the Company to sell to
the holders, a specified number of shares of Common Stock at a future date or
dates. The price per share of Common Stock may be fixed at the time the Stock
Purchase Contracts are issued or may be determined by reference to a specific
formula set forth in the Stock Purchase Contracts. The Stock Purchase
Contracts may be issued separately or as a part of units ("Stock Purchase
Units") consisting of a Stock Purchase Contract and (x) Senior Debt Securities
or Subordinated Debt Securities (y) Preferred Securities, or (z) debt
obligations of third parties, including U.S. government or agency securities,
each securing the holders' obligations to purchase the Common Stock under the
Stock Purchase Contracts. The Stock Purchase Contracts may require the Company
to make periodic payments to the holders of the Stock Purchase Units or vice
versa, and such payments may be unsecured or prefunded on some basis. The
Stock Purchase Contracts may require holders to secure their obligations
thereunder in a specified manner.

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DESCRIPTION OF PREFERRED SECURITIES

The following description of the terms of the Preferred Securities sets
forth certain general rules and provisions of the Preferred Securities to
which any Prospectus Supplement may relate. Particular terms of the Preferred
Securities offered by any Prospectus Supplement and the extent, if any, to
which such general provisions may apply to the Preferred Securities so offered
will be described in the Prospectus Supplement relating to such Preferred
Securities.

Each of the Proffitt's Trusts may issue, from time to time, only one series
of Preferred Securities having terms described in the Prospectus Supplement
relating thereto. The Declaration of each Proffitt's Trust authorizes the
Regular Trustees of each Proffitt's Trust to issue on behalf of the Proffitt's
Trust one series of Preferred Securities. Each Declaration will be qualified
as an indenture under the Trust Indenture Act. The Property Trustee, The First
National Bank of Chicago, an independent trustee, will act as indenture
trustee for the Preferred Securities, to be issued by the Proffitt's Trusts,
for the purposes of compliance with the provisions of the Trust Indenture Act.
The Preferred Securities will have such terms, including distributions,
redemption, voting, liquidation rights and such other preferred, deferred or
other special rights or such restrictions as shall be set forth in the
Declaration or made part of the Declaration by the Trust Indenture Act, and
which will mirror the terms of the Subordinated Debt Securities held by the
applicable Proffitt's Trust and as described in the Prospectus Supplement
related thereto. Reference is made to the Prospectus Supplement relating to
the Preferred Securities of the applicable Proffitt's Trust for specific
terms, including (i) the distinctive designation of such Preferred Securities;
(ii) the number of Preferred Securities issued; (iii) the annual distribution
rate (or method of determining such rate) for Preferred Securities issued by
the Proffitt's Trust and the date or dates upon which such distributions shall
be payable; provided, however, that distributions on such Preferred Securities
shall be payable on a periodic basis to holders of such Preferred Securities
as of a record date in each period during which such Preferred Securities are
outstanding; (iv) whether distributions on Preferred Securities shall be
cumulative, and, in the case of Preferred Securities having such cumulative
distribution rights, the date or dates or method of determining the date or
dates from which distributions on Preferred Securities shall be cumulative;
(v) the amount or amounts which shall be paid out of the assets to the holders
of Preferred Securities upon voluntary or involuntary dissolution, winding-up
or termination of the Proffitt's Trust; (vi) the obligation, if any, of the
Proffitt's Trust to purchase or redeem Preferred Securities and the price or
prices at which, the period or periods within which, and the terms and
conditions upon which, Preferred Securities shall be purchased or redeemed, in
whole or in part, pursuant to such obligation (with such redemption price to
be determined through negotiations among the Company and the Underwriters
based on, among other factors, redemption prices of securities similar to the
Preferred Securities and market conditions generally); (vii) the voting
rights, if any, of Preferred Securities in addition to those required by law,
including the number of votes per Preferred Security and any requirement for
the approval by the holders of Preferred Securities as a condition to
specified action or amendments to the Declaration of the Proffitt's Trust;
(viii) the terms and conditions, if any, upon which the Subordinated Debt
Securities may be distributed to holders of Preferred Securities; (ix) if
applicable, any securities exchange upon which the Preferred Securities shall
be listed; (x) whether Preferred Securities are convertible or exchangeable,
and if so, the securities or rights unto which Preferred Securities are
convertible or exchangeable, and the terms and conditions upon which such
conversions or exchanges will be effected; (xi) the amount by which amounts in
respect of Preferred Securities may be calculated and any commodities,
currencies, currency units or composite currencies, or indices, or value, rate
or price, relevant to such calculation; and (xii) any other relevant rights,
preferences, privileges, limitations or restrictions of Preferred Securities
not inconsistent with the Declaration of the Proffitt's Trust or with
applicable law. All Preferred Securities offered will be guaranteed by the
Company to the extent set forth below under "Description of Trust Guarantees."
Each Trust Guarantee of the Company, when taken together with the Company's
obligations under the Subordinated Debt Securities and the relevant
Supplemental Indenture, and its obligations under the applicable Declaration,
including obligations to pay costs, expenses, debts and liabilities of the
related Proffitt's Trust (other than with respect to the Trust Securities),
would provide a full and unconditional guarantee, on a subordinated basis, of
amounts due on Preferred Securities issued by such Proffitt's Trust. Certain
United States federal income tax considerations applicable to any offering of
Preferred Securities will be described in the Prospectus Supplement relating
thereto.

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<PAGE>

In connection with the issuance of Preferred Securities, the applicable
Proffitt's Trust will issue one series of Common Securities. Each Declaration
authorizes the Regular Trustees to issue on behalf of each of the Proffitt's
Trusts one series of Common Securities having such terms including
distributions, redemption, voting, liquidation rights or such restrictions as
shall be set forth therein. The terms of the Common Securities issued by the
Proffitt's Trusts will be substantially identical to the terms of the
Preferred Securities issued by the Proffitt's Trusts and the Common Securities
will rank pari passu, and payments will be made thereon pro rata, with the
Preferred Securities except that, upon an event of default under the
Declaration, the rights of the holders of the Common Securities to payment in
respect of distributions and payments upon liquidation, redemption and
otherwise will be subordinated to the rights of the holders of the Preferred
Securities. Except in certain limited circumstances, the Common Securities
will also carry the right to vote to appoint, remove or replace any of the
Proffitt's Trustees. All of the Common Securities of the Proffitt's Trusts
will be directly or indirectly owned by the Company.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF TRUST PREFERRED SECURITIES

If an Event of Default under a Declaration occurs and is continuing, then
the holders of Preferred Securities would rely on the enforcement by the
Property Trustee of its rights as a holder of the applicable series of
Subordinated Debt Securities against the Company. In addition, the holders of
a majority in liquidation amount of the Preferred Securities will have the
right to direct the time, method and place of conducting any proceeding for
any remedy available to the Property Trustee or to direct the exercise of any
trust or power conferred upon the Property Trustee under the Declaration,
including the right to direct the Property Trustee to exercise the remedies
available to it as a holder of the Subordinated Debt Securities. If the
Property Trustee fails to enforce its rights under the applicable series of
Subordinated Debt Securities, a holder of Preferred Securities may, to the
fullest extent permitted by law, institute a legal proceeding directly against
the Company to enforce the Property Trustee's rights under the applicable
series of Subordinated Debt Securities without first instituting any legal
proceeding against the Property Trustee or any other person or entity.
Notwithstanding the foregoing, if an Event of Default under the applicable
Declaration has occurred and is continuing and such event is attributable to
the failure of the Company to pay interest or principal on the applicable
series of Subordinated Debt Securities on the date such interest or principal
is otherwise payable (or in the case of redemption, on the redemption date),
then a holder of Preferred Securities may directly institute a proceeding for
enforcement of payment to such holder of the principal of or interest on the
applicable series of Subordinated Debt Securities having a principal amount
equal to the aggregate liquidation amount of the Preferred Securities of such
holder (a "Direct Action") on or after the respective due date specified in
the applicable series of Subordinated Debt Securities. In connection with such
Direct Action, the Company will be subrogated to the right of such holder of
Preferred Securities under the Declaration to the extent of any payment made
by the Company to such holder of Preferred Securities in such Direct Action.

DESCRIPTION OF TRUST GUARANTEES

Set forth below is a summary of information concerning the Trust Guarantees
which will be executed and delivered by the Company for the benefit of the
holders from time to time of Preferred Securities. Each Trust Guarantee will
be qualified as an indenture under the Trust Indenture Act. The First National
Bank of Chicago, an independent trustee, will act as indenture trustee under
each of the Trust Guarantees (the "Preferred Guarantee Trustee") for the
purposes of compliance with the provisions of the Trust Indenture Act. The
terms of the Trust Guarantees will be those set forth in the Trust Guarantee
and those made part of the Trust Guarantee by the Trust Indenture Act. The
following summary does not purport to be complete and is subject in all
respects to the provisions of, and is qualified in its entirety by reference
to, the form of Trust Guarantee, which is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part, and the Trust
Indenture Act. Each Trust Guarantee will be held by the Preferred Guarantee
Trustee for the benefit of the holders of the Preferred Securities of the
applicable Proffitt's Trust.

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GENERAL

Pursuant to each Trust Guarantee, the Company will agree, to the extent set
forth therein, to pay to the holders of the Preferred Securities, the
Guarantee Payments (as defined herein) (to the extent not paid by the
Proffitt's Trust), as and when due, regardless of any defense, right of set-
off or counterclaim which the applicable Proffitt's Trust may have or assert.
The following payments or distributions with respect to Preferred Securities
issued by a Proffitt's Trust to the extent not paid by such Proffitt's Trust
(the "Guarantee Payments"), will be subject to the Trust Guarantee (without
duplication): (i) any accrued and unpaid distributions which are required to
be paid on such Preferred Securities, to the extent such Proffitt's Trust
shall have funds available therefore; (ii) the redemption price (the
"Redemption Price") and all accrued and unpaid distributions to the date of
redemption to the extent such Proffitt's Trust has funds available therefore
with respect to any Preferred Securities called for redemption by such
Proffitt's Trust; and (iii) upon a voluntary or involuntary dissolution,
winding-up or termination of such Proffitt's Trust (other than in connection
with the distribution of Subordinated Debt Securities to the holders of
Preferred Securities or the redemption of all of the Preferred Securities),
the lesser of (a) the aggregate of the liquidation amount and all accrued and
unpaid distributions on such Preferred Securities to the date of payment, to
the extent such Proffitt's Trust has funds available therefore and (b) the
amount of assets of such Proffitt's Trust remaining available for distribution
to holders of such Preferred Securities in liquidation of such Proffitt's
Trust. The Company's obligation to make a Guarantee Payment may be satisfied
by direct payment of the required amounts by the Company to the holders of
Preferred Securities or by causing the applicable Proffitt's Trust to pay such
amounts to such holders.

Each Trust Guarantee will be a full and unconditional guarantee, on a
subordinated basis, with respect to the Preferred Securities issued by the
applicable Proffitt's Trust, but will not apply to any payment of
distributions except to the extent such Proffitt's Trust shall have funds
available therefor. If the Company does not make interest payments on the
Subordinated Debt Securities purchased by the applicable Proffitt's Trust,
such Proffitt's Trust will not pay distributions on the Preferred Securities
issued by it and will not have funds available therefor. See "Description of
the Proffitt's Debt Securities--Particular Terms of the Subordinated Debt
Securities." Each Trust Guarantee, when taken together with the Company's
obligations under the Subordinated Debt Securities, the Subordinated
Indenture, and the Declaration will provide a full guarantee on a subordinated
basis by the Company of payments due on the applicable Preferred Securities.

The Company has also agreed separately to guarantee the obligations of each
of the Proffitt's Trusts with respect to the Common Securities (the "Common
Securities Guarantee") to the same extent as the Trust Guarantee, except that
upon an event of default under the applicable Subordinated Indenture, holders
of Preferred Securities shall have priority over holders of Common Securities
with respect to distributions and payments on liquidation, redemption or
otherwise.

CERTAIN COVENANTS OF THE COMPANY

Pursuant to each Trust Guarantee, the Company will covenant that, so long as
any Preferred Securities remain outstanding, if there shall have occurred any
event that would constitute an event of default under such Trust Guarantee or
the applicable Declaration, then (a) the Company shall not declare or pay any
dividend on, make any distributions with respect to, or redeem, purchase,
acquire or make liquidation payment with respect to, any of its capital stock
(other than (i) purchases or acquisitions of shares of Common Stock in
connection with the satisfaction by the Company of its obligations under any
employee benefit plans or the satisfaction by the Company of its obligations
pursuant to any contract or security outstanding on the date of such event
requiring the Company to purchase shares of the Company Common Stock, (ii) as
a result of a reclassification of Proffitt's capital stock or the exchange or
conversion of one class or series of Proffitt's capital stock for another
class or series of Proffitt's capital stock or, (iii) the purchase of
fractional interests in shares of Proffitt's capital stock pursuant to the
conversion or exchange provisions of such Proffitt's capital stock or the
security being converted or exchanged), (b) the Company shall not make any
payment of interest, principal or premium, if any, on or repay, repurchase or
redeem any debt securities (including guarantees) issued by the Company which
rank pari passu with or junior to such Subordinated Debt Securities and (c)
the Company shall not make any guarantee payments with respect to the
foregoing (other than pursuant to such Trust Guarantee).

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MODIFICATION OF THE TRUST GUARANTEES; ASSIGNMENT

Except with respect to any changes which do not adversely affect the rights
of holders of Preferred Securities in any material respect (in which case no
vote will be required), each Trust Guarantee may be amended only with the
prior approval of the holders of not less than a majority in liquidation
amount of the outstanding Preferred Securities related thereto. The manner of
obtaining any such approval of holders of such Preferred Securities will be as
set forth in an accompanying Prospectus Supplement. All guarantees and
agreements contained in each Trust Guarantee shall bind the successors,
assigns, receivers, trustees and representatives of the Company and shall
inure to the benefit of the holders of the related Preferred Securities then
outstanding.

TERMINATION

Each Trust Guarantee will terminate as to the Preferred Securities issued by
the applicable Proffitt's Trust (a) upon full payment of the Redemption Price
of all Preferred Securities of such Proffitt's Trust, (b) upon distribution of
the Subordinated Debt Securities held by such Proffitt's Trust to the holders
of the Preferred Securities or (c) upon full payment of the amounts payable in
accordance with the Declaration upon liquidation of such Proffitt's Trust.
Each Trust Guarantee will continue to be effective or will be reinstated, as
the case may be, if at any time any holder of Preferred Securities must
restore payment of any sums paid under such Preferred Securities or such Trust
Guarantee.

EVENTS OF DEFAULT

An event of default under each of the Trust Guarantees will occur upon the
failure of the Company to perform any of its payment or other obligations
thereunder.

The holders of a majority in liquidation amount of the Preferred Securities
to which each Trust Guarantee relates have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Preferred Guarantee Trustee in respect of the Trust Guarantee or to direct the
exercise of any trust or power conferred upon the Preferred Guarantee Trustee
under such Trust Guarantee. If the Preferred Guarantee Trustee fails to
enforce the applicable Trust Guarantee, any holder of Preferred Securities to
which such Trust Guarantee relates may institute a legal proceeding directly
against the Company to enforce such holder's rights under such Trust
Guarantee, without first instituting a legal proceeding against the applicable
Proffitt's Trust, such Preferred Guarantee Trustee or any other person or
entity. Notwithstanding the foregoing, if the Company has failed to make a
Guarantee Payment, a holder of Preferred Securities may directly institute a
proceeding against the Company for enforcement of the applicable Trust
Guarantee for such payment. The Company waives any right or remedy to require
that any action be brought first against the applicable Proffitt's Trust or
another person or entity before proceeding directly against the Company.

STATUS OF THE TRUST GUARANTEES

Each Trust Guarantee will constitute an unsecured obligation of the Company
and will rank (i) subordinate and junior in right of payment to all other
liabilities of the Company, except those made subordinate or pari passu by
their terms; (ii) pari passu with the most senior preferred or preference
stock now or hereafter issued by the Company and with any guarantee now or
hereafter entered into by the Company in respect of any preferred or
preference stock of any affiliate of the Company; and (iii) senior to the
Company's Common Stock. The terms of the Preferred Securities provide that
each holder of Preferred Securities by acceptance thereof agrees to the
subordination provisions and other terms of the Trust Guarantee relating
thereto.

Each Trust Guarantee will constitute a guarantee of payment and not of
collection (that is, the guaranteed party may institute a legal proceeding
directly against the Company to enforce its rights under the guarantee without
instituting a legal proceeding against any other person or entity).

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INFORMATION CONCERNING THE PREFERRED GUARANTEE TRUSTEE

The Preferred Guarantee Trustee, prior to the occurrence of a default with
respect to the applicable Trust Guarantee, undertakes to perform only such
duties as are specifically set forth in such Trust Guarantee and, after
default, shall exercise the same degree of care as a prudent individual would
exercise in the conduct of his or her own affairs. Subject to such provisions,
the Preferred Guarantee Trustee is under no obligation to exercise any of the
powers vested in it by the applicable Trust Guarantee at the request of any
holder of Preferred Securities, unless offered reasonable indemnity against
the costs, expenses and liabilities which might be incurred thereby; but the
foregoing shall not relieve the Preferred Guarantee Trustee, upon the
occurrence of an event of default under such Trust Guarantee, from exercising
the rights and powers vested in it by such Trust Guarantee.

GOVERNING LAW

Each Trust Guarantee will be governed by and construed in accordance with
the laws of the State of New York.

EFFECT OF OBLIGATIONS UNDER THE SUBORDINATED DEBT
SECURITIES AND THE TRUST GUARANTEE

As set forth in the Declaration, the sole purpose of each of the Proffitt's
Trusts is to issue the Trust Securities evidencing undivided beneficial
interests in the assets of such Proffitt's Trust, and to invest the proceeds
from such issuance and sale in the Subordinated Debt Securities.

As long as payments of interest and other payments are made when due on the
Subordinated Debt Securities, such payments will be sufficient to cover
distributions and payments due on the Trust Securities because of the
following factors: (i) the aggregate principal amount of Subordinated Debt
Securities will be equal to the sum of the aggregate stated liquidation amount
of the Trust Securities; (ii) the interest rate and the interest and other
payment dates on the Subordinated Debt Securities will match the distribution
rate and other payment dates for the Preferred Securities; (iii) the Company
shall pay all, and none of the Proffitt's Trusts shall be obligated to pay,
directly or indirectly, costs, expenses, debt, and obligations of the
Proffitt's Trusts (other than with respect to the Trust Securities); and (iv)
each of the Declarations further provides that the applicable Proffitt's
Trustees shall not take or cause or permit the Proffitt's Trusts to, among
other things, engage in any activity that is not consistent with the purposes
of the Proffitt's Trusts.

Payments of distributions (to the extent funds therefor are available) and
other payments due on the Preferred Securities (to the extent funds therefor
are available) are guaranteed on a subordinated basis by the Company as and to
the extent set forth under "Description of Trust Guarantees." If the Company
does not make interest payments on the Subordinated Debt Securities purchased
by a Proffitt's Trust, it is expected that such Proffitt's Trust will not have
sufficient funds to pay distributions on the Preferred Securities. None of the
Trust Guarantee apply to any payment of distributions unless and until the
applicable Proffitt's Trust has sufficient funds for the payment of such
distributions. Each Trust Guarantee covers the payment of distributions and
other payments on the Preferred Securities only if and to the extent that the
Company has made a payment of interest or principal on the Subordinated Debt
Securities held by the applicable Proffitt's Trust as its sole asset. Each
Trust Guarantee, when taken together with the Company's obligations under the
Subordinated Debt Securities and the Subordinated Indenture and its
obligations under the applicable Declaration, including its obligations to pay
costs, expenses, debts and liabilities of the related Proffitt's Trust (other
than with respect to the Trust Securities), provide a full guarantee of
payments due on the Preferred Securities.

If the Company fails to make interest or other payments on the Subordinated
Debt Securities when due (taking account of any Extension Period as defined in
the Declarations), each Declaration provides a mechanism whereby the holders
of the Preferred Securities, using the procedures described in "Description of
Preferred Securities" and in any accompanying Prospectus Supplement, may
direct the related Property Trustee to enforce

38
<PAGE>

its rights under the Subordinated Debt Securities. If the Property Trustee
fails to enforce its rights under the Subordinated Debt Securities, a holder
of Preferred Securities may, to the fullest extent permitted by law, institute
a legal proceeding against the Company to enforce the Property Trustee's
rights under the Subordinated Debt Securities without first instituting any
legal proceeding against the Property Trustee or any other person or entity.
Notwithstanding the foregoing, if a Declaration Event of Default has occurred
and is continuing and such event is attributable to the failure of the Company
to pay interest or principal on the Subordinated Debt Securities on the date
such interest or principal is otherwise payable (or in the case of redemption
on the redemption date), then a holder of Preferred Securities may institute a
Direct Action for payment on or after the respective due date specified in the
Subordinated Debt Securities. In connection with such Direct Action, the
Company will be subrogated to the rights of such holder of Preferred
Securities under the Declaration to the extent of any payment made by the
Company to such holder of Preferred Securities in such Direct Action. The
Company, under each Trust Guarantee, acknowledges that the related Preferred
Guarantee Trustee shall enforce such Trust Guarantee on behalf of the holders
of the Preferred Securities. If the Company fails to make payments under any
Trust Guarantee, the Trust Guarantee provides a mechanism whereby the holders
of the Preferred Securities may direct the Preferred Guarantee Trustee to
enforce its rights thereunder. Any holder of Preferred Securities may
institute a legal proceeding directly against the Company to enforce the
Preferred Guarantee Trustee's rights under the applicable Trust Guarantee
without first instituting a legal proceeding against the applicable Proffitt's
Trust, the Preferred Guarantee Trustee, or any other person or entity.

The Company and each of the Proffitt's Trusts believe that the above
mechanisms and obligations, taken together, provide a full and unconditional
guarantee, on a subordinated basis, by the Company of payments due on the
Preferred Securities. See "Description of Trust Guarantees--General."

39
<PAGE>

PLAN OF DISTRIBUTION

The Company and/or the Proffitt's Trusts may offer and sell the Offered
Securities to or through underwriters or dealers, and also may offer and sell
the Offered Securities directly to other purchasers or through designated
agents. Any such underwriter or agent involved in the offer and sale of the
Offered Securities will be named in the applicable Prospectus Supplement.

The distribution of the Offered Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed,
or at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Company and/or the
Proffitt's Trusts also may, from time to time, authorize underwriters acting
as the Company's agents to offer and sell the Offered Securities upon the
terms and conditions set forth in any Prospectus Supplement.

If so indicated in the applicable Prospectus Supplement, the Company will
authorize dealers acting as the Company's agents to solicit offers by certain
institutions to purchase Offered Securities from the Company at the public
offering price set forth in such Prospectus Supplement pursuant to Stock
Purchase Contracts providing for payment and delivery on the date or dates
stated in such Prospectus Supplement. Each Stock Purchase Contract will be for
an amount not less than, and the principal amount of Offered Securities sold
pursuant to Stock Purchase Contracts shall not be less nor more than, the
respective amounts stated in such Prospectus Supplement. Institutions with
which Stock Purchase Contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other institutions, but
will in all cases be subject to the approval of the Company. Stock Purchase
Contracts will not be subject to any conditions except (i) the purchase by an
institution of the Offered Securities covered by its Stock Purchase Contract
shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject and
(ii) the Company shall have sold to such underwriters the total principal
amount of the Offered Securities less the principal amount thereof covered by
Stock Purchase Contracts. A commission indicated in the Prospectus Supplement
will be paid to agents and underwriters soliciting purchases of Offered
Securities pursuant to Stock Purchase Contracts accepted by the Company.
Agents and underwriters shall have no responsibility in respect of the
delivery or performance of Stock Purchase Contracts.

In connection with the sale of Offered Securities, underwriters may receive
compensation from the Company and/or the Proffitt's Trusts or from purchasers
of the Offered Securities, for whom they may act as agents, in the form of
discounts, concessions or commissions. Underwriters may sell the Offered
Securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agents. Underwriters,
dealers and agents that participate in the distribution of the Offered
Securities may be deemed to be underwriters, and any discounts or commissions
they receive from the Company and/or the Proffitt's Trusts, and any profit on
the resale of the Offered Securities they realize may be deemed to be
underwriting discounts and commissions under the Securities Act. Any such
underwriter or agent will be identified, and any such compensation received
from the Company and/or the Proffitt's Trusts will be described, in the
applicable Prospectus Supplement.

Unless otherwise specified in the related Prospectus Supplement, each series
of the Offered Securities will be a new issue with no established trading
market, other than the Common Stock and any series of Preferred Stock which
are listed on the NYSE. Any Common Stock sold pursuant to a Prospectus
Supplement will be listed on the NYSE, subject to official notice of issuance.
The Company may elect to list any of the other Offered Securities on an
exchange, but is not obligated to do so. It is possible that one or more
underwriters may make a market in a series of the Offered Securities, but will
not be obligated to do so and may discontinue any market making at any time
without notice. Therefore, no assurance can be given as to the liquidity of
the trading market for the Offered Securities.

If dealers are utilized in the sale of the Offered Securities, the Company
and/or the Proffitt's Trusts will sell such Offered Securities to the dealers
as principals. The dealers may then resell such Offered Securities to the

40
<PAGE>

public at varying prices to be determined by such dealers at the time of
resale. The names of the dealers and the terms of the transaction will be set
forth in the Prospectus Supplement relating thereto.

Under agreements the Company may enter into, underwriters, dealers and
agents who participate in the distribution of the Offered Securities may be
entitled to indemnification by the Company and/or the Proffitt's Trusts
against certain liabilities, including liabilities under the Securities Act,
or to contribution with respect to payments which such agents, dealers or
underwriters may be required to make in respect thereof.

Underwriters, dealers and agents may engage in transactions with, or perform
services for the Company and/or the Proffitt's Trusts in the ordinary course
of business.

LEGAL OPINIONS

Unless otherwise indicated in the applicable Prospectus Supplement, the
legality and validity of the Offered Securities will be passed upon for the
Company by Alston & Bird LLP, Atlanta, Georgia. Certain United States federal
income taxation matters will be passed upon for the Company and the Proffitt's
Trusts by Alston & Bird LLP, Atlanta, Georgia. Certain matters of Delaware law
relating to the validity of the Preferred Securities will be passed upon for
the Proffitt's Trusts and the Company by special Delaware counsel designated
in the related Prospectus Supplement.

EXPERTS

The consolidated financial statements of the Company as of January 31, 1998
and February 1, 1997 and for each of the three years in the period ended
January 31, 1998, are incorporated by reference herein in reliance upon the
report of PricewaterhouseCoopers LLP, independent accountants, given upon the
authority of that firm as experts in accounting and auditing.

41
<PAGE>

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses in connection with the distribution of the Offered Securities
are set forth in the following table. All amounts except the Securities and
Exchange Commission registration fee are estimated.

<TABLE>
<S> <C>
SEC Registration Fee............................................ $ 442,500
NYSE Listing Fee................................................ *
Blue Sky Fees and Expenses...................................... *
Printing and Engraving Costs.................................... *
Rating Agencies' Fees........................................... *
Accounting Fees and Expenses.................................... *
Legal Fees and Expenses......................................... *
Trustee and Registrar Fees...................................... *
Miscellaneous................................................... *
-----------
Total......................................................... $ *
===========
</TABLE>
- --------
* To be filed by amendment or Rule 424 filing.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant's Amended and Restated Charter and Amended and Restated
Bylaws provide for indemnification of directors and officers of the Registrant
to the full extent permitted by Tennessee law.

Sections 48-18-501 et seq. of the Tennessee Business Corporation Act provide
generally that a corporation may indemnify any person who was or is a part or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation, or is or was serving at its
request in such capacity in another corporation or business association,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct
was unlawful.

In addition, pursuant to the authority of Tennessee law, the Charter of the
Registrant also eliminates the monetary liability of directors to the fullest
extent permitted by Tennessee law.

The Declaration of the Proffitt's Trust provides that no Property Trustee or
any of its Affiliates, or any officer, director, shareholder, member, partner,
employee, representative or agent of the Property Trustee or the Delaware
Trustee (each a "Fiduciary Indemnified Person"), and no Regular Trustee,
Affiliate of any Regular Trustee, or any officer, director, shareholder,
member, partner, employee, representative or agent of the Proffitt's Trust or
any of its Affiliates (each a "Company Indemnified Person") shall be liable,
responsible or accountable in damages or otherwise to the Proffitt's Trust or
any officer, director, shareholder, member, partner, employee, representative
or agent of the Proffitt's Trust or its Affiliates or to any holder of
Preferred Securities for any loss, damage or claim incurred by reason of any
act or omission performed or omitted by such Fiduciary Indemnified Person or
Company Indemnified Person in good faith on behalf of the Proffitt's Trust and
in a manner such Fiduciary Indemnified Person or Company Indemnified Person
reasonably believed to be within the scope of the authority conferred on such
Fiduciary Indemnified Person or Company Indemnified Person by such Declaration
or by law, except that a Fiduciary Indemnified Person or Company Indemnified
Person shall be liable for any such loss, damage or claim incurred by reason
of such Fiduciary Indemnified Person's or Company Indemnified Person's gross
negligence or willful misconduct with respect to such acts or omissions.

II-1
<PAGE>

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act") may be permitted to directors, officers or
persons controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Securities and
Exchange Commission (the "Commission") such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<C> <S>
1.1* Form of Underwriting Agreement for Senior Debt Securities.
1.2* Form of Underwriting Agreement for Subordinated Debt Securities.
1.3* Form of Underwriting Agreement for Preferred Stock.
1.4* Form of Underwriting Agreement for Depositary Shares.
1.5* Form of Underwriting Agreement for Common Stock.
Form of Underwriting Agreement for Stock Purchase Contracts or Stock
1.6* Purchase Units.
1.7* Form of Underwriting Agreement for Preferred Securities.
3.1 Amended and Restated Charter of Proffitt's, Inc. (incorporated by
reference to Exhibit 4.2 to the Company's Current Report on Form 8-
K (File No. 1-13113) dated February 11, 1998).
3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit
4(b) to the Company's Registration Statement on Form S-4 (File No.
333-41563) dated December 5, 1997).
4.1 Form of Indenture for Senior Debt Securities (incorporated by
reference to Exhibit 4.1 to the Company Registration on Form S-3
(File No. 333-55805) dated June 2, 1998).
4.2 Form of Indenture for Subordinated Debt Securities (incorporated by
reference to Exhibit 4.2 to the Company Registration on Form S-3
(File No. 333-55805) dated June 2, 1998).
4.3* Form of Preferred Stock.
4.4* Form of Preferred Security.
4.5* Form of Senior Debt Security.
4.6* Form of Subordinated Debt Security.
4.7* Form of Warrant Agreement.
4.8* Form of Stock Purchase Contract Agreement.
4.9* Form of Pledge Agreement.
4.10 Form of Preferred Securities Guarantee Agreement relating to
Proffitt's Capital Trust I (incorporated by reference to Exhibit
4.10 to the Company Registration on Form S-3 (File No. 333-55805)
dated June 2, 1998).
4.11 Form of Preferred Securities Guarantee Agreement relating to
Proffitt's Capital Trust II, Proffitt's Capital Trust III,
Proffitt's Capital Trust IV and Proffitt's Capital Trust V.
4.12 Certificate of Trust of Proffitt's Capital Trust I (incorporated by
reference to Exhibit 4.11 to the Company Registration on Form S-3
(File No. 333-55805) dated June 2, 1998).
4.13 Certificate of Trust of Proffitt's Capital Trust II.
4.14 Certificate of Trust of Proffitt's Capital Trust III.
</TABLE>

II-2
<PAGE>

<TABLE>
<C> <S>
4.15 Certificate of Trust of Proffitt's Capital Trust IV.
4.16 Certificate of Trust of Proffitt's Capital Trust V.
4.17 Declaration of Trust of Proffitt's Capital Trust I (incorporated by
reference to Exhibit 4.12 to the Company Registration on Form S-3
(File No. 333-55805) dated June 2, 1998).
4.18 Declaration of Trust of Proffitt's Capital Trust II.
4.19 Declaration of Trust of Proffitt's Capital Trust III.
4.20 Declaration of Trust of Proffitt's Capital Trust IV.
4.21 Declaration of Trust of Proffitt's Capital Trust V.
4.22 Form of Amended and Restated Declaration of Trust relating to
Proffitt's Capital Trust I (incorporated by reference to Exhibit 4.13
to the Company Registration on Form S-3 (File No. 333-55805) dated
June 2, 1998).
4.23 Form of Amended and Restated Declaration of Trust relating to
Proffitt's Capital Trust II, Proffitt's Capital Trust III, Proffitt's
Capital Trust IV and Proffitt's Capital Trust V.
4.24* Form of Supplemental Indenture to Indenture for Subordinated Debt
Securities to be used in connection with the issuance of Subordinated
Debt Securities related to Preferred Securities.
5.1* Opinion of Alston & Bird LLP regarding legality of the Offered
Securities.
5.2* Opinion of special Delaware counsel regarding legality of the
Preferred Securities.
8.1* Opinion of Alston & Bird LLP as to certain federal income taxation
matters.
12.1 Statement regarding computation of ratio of earnings to fixed charges
and preferred stock dividends.
23.1 Consent of PricewaterhouseCoopers LLP
23.2* Consent of Alston & Bird LLP (included in Exhibit 5.1).
23.3* Consent of Alston & Bird LLP (included in Exhibit 8.1).
23.4* Consent of special Delaware counsel (included in Exhibit 5.2).
24.1 Power of Attorney (included on signature page of this Registration
Statement).
25.1 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee under
the Senior Debt Securities (incorporated by reference to Exhibit 25.1
to the Company Registration on Form S-3 (File No. 333-55805) dated
June 2, 1998).
25.2 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee under
the Subordinated Debt Securities (incorporated by reference to
Exhibit 25.2 to the Company Registration on Form S-3 (File No. 333-
55805) dated June 2, 1998).
25.3 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee under
the Declaration of Trust of Proffitt's Capital Trust I (incorporated
by reference to Exhibit 25.3 to the Company Registration on Form S-3
(File No. 333-55805) dated June 2, 1998).
25.4 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee under
the Declaration of Trust of Proffitt's Capital Trust II.
25.5 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee under
the Declaration of Trust of Proffitt's Capital Trust III.
25.6 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee under
the Declaration of Trust of Proffitt's Capital Trust IV.
</TABLE>

II-3
<PAGE>

<TABLE>
<C> <S>
25.7 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee under
the Declaration of Trust of Proffitt's Capital Trust V.
25.8 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee of the
Preferred Securities Guarantee of Proffitt's, Inc. for the benefit
of the holders of the Preferred Securities of Proffitt's Capital
Trust I (incorporated by reference to Exhibit 25.4 to the Company
Registration on Form S-3 (File No. 333-55805) dated June 2, 1998).
25.9 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee of the
Preferred Securities Guarantee of Proffitt's, Inc. for the benefit
of the holders of the Preferred Securities of Proffitt's Capital
Trust II.
25.10 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee of the
Preferred Securities Guarantee of Proffitt's, Inc. for the benefit
of the holders of the Preferred Securities of Proffitt's Capital
Trust III.
25.11 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee of the
Preferred Securities Guarantee of Proffitt's, Inc. for the benefit
of the holders of the Preferred Securities of Proffitt's Capital
Trust IV.
25.12 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee of the
Preferred Securities Guarantee of Proffitt's, Inc. for the benefit
of the holders of the Preferred Securities of Proffitt's Capital
Trust V.
</TABLE>
- --------
* To be filed by amendment or as an exhibit to a document to be incorporated
by reference herein in connection with an offering of the offered
securities.

ITEM 17. UNDERTAKINGS.

A. Rule 415 Offering.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement;

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

II-4
<PAGE>

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

B. Subsequent Documents Incorporated by Reference.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

C. Indemnification of Officers, Directors and Controlling Persons.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

D. Rule 430A.

The undersigned registrant hereby undertakes that:

(1) For the purpose of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

E. Qualification of Trust Indentures

The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.

II-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, as of August 19,
1998.

PROFFITT'S, INC.

/s/ James S. Scully
By: _________________________________
Name: James S. Scully
Title: Vice President and Treasurer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Brian J. Martin, Douglas E. Coltharp and James
S. Scully, and each of them, his or her true and lawful attorney-in-fact and
agent with full power of substitution for him or her in his or her name, place
and stead, in any and all capacities to sign any and all amendments (including
pre-effective and post-effective amendments) to this Registration Statement,
and to file the same with all exhibits thereto and other documents in
connection therewith, including any Registration Statement filed pursuant to
Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange
Commission, grants unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes as he or she might or could do in person, and hereby ratifies and
confirms all that said attorneys-in-fact and agents or their or his or her
substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----

<S> <C> <C>
/s/ R. Brad Martin Chairman of the Board and August 19,
____________________________________ Chief Executive Officer 1998
R. Brad Martin (Principal Executive
Officer)

/s/ Douglas E. Coltharp Executive Vice President and August 19,
____________________________________ Chief Financial Officer 1998
Douglas E. Coltharp (Principal Financial
Officer)

/s/ Donald E. Wright Senior Vice President and August 19,
____________________________________ Financial and Accounting 1998
Donald E. Wright (Principal Accounting
Officer)

/s/ Ronald deWaal Vice Chairman and Director August 19,
____________________________________ 1998
Ronald deWaal

/s/ Bernard E. Bernstein Director August 19,
____________________________________ 1998
Bernard E. Bernstein
</TABLE>

II-6
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----

<S> <C> <C>
/s/ Stanton J. Bluestone Director August 19, 1998
____________________________________
Stanton J. Bluestone

____________________________________ Director
John W. Burden, III

____________________________________ Director
Edmond D. Cicala

____________________________________ Director
Julius Erving

/s/ Michael S. Gross Director August 19, 1998
____________________________________
Michael S. Gross

____________________________________ Director
Donald E. Hess

/s/ G. David Hurd Director August 19, 1998
____________________________________
G. David Hurd

____________________________________ Director
C. Warren Neel

____________________________________ Director
Marguerite W. Sallee

/s/ Gerald Tsai, Jr. Director August 19, 1998
____________________________________
Gerald Tsai, Jr.
</TABLE>

II-7
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Proffitt's
Capital Trust I certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Birmingham, State of Alabama, as of
August , 1998.

PROFFITT'S CAPITAL TRUST I

By:PROFFITT'S, INC.
as Depositor

/s/ James S. Scully
By: _________________________________
Name:James S. Scully
Title:Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Proffitt's
Capital Trust II certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Birmingham, State of Alabama, as of
August , 1998.

PROFFITT'S CAPITAL TRUST II

By:PROFFITT'S, INC.
as Depositor

/s/ James S. Scully
By: _________________________________
Name:James S. Scully
Title:Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Proffitt's
Capital Trust III certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Birmingham, State of Alabama, as of
August , 1998.

PROFFITT'S CAPITAL TRUST III

By:PROFFITT'S, INC.
as Depositor

/s/ James S. Scully
By: _________________________________
Name:James S. Scully
Title:Vice President and Treasurer

II-8
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Proffitt's
Capital Trust IV certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Birmingham, State of Alabama, as of
August , 1998.

PROFFITT'S CAPITAL TRUST IV

By:PROFFITT'S, INC.
as Depositor

/s/ James S. Scully
By: _________________________________
Name:James S. Scully
Title:Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Proffitt's
Capital Trust V certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Birmingham, State of Alabama, as of
August , 1998.

PROFFITT'S CAPITAL TRUST V

By:PROFFITT'S, INC.
as Depositor

/s/ James S. Scully
By: _________________________________
Name:James S. Scully
Title:Vice President and Treasurer

II-9
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<C> <S>
1.1* Form of Underwriting Agreement for Senior Debt Securities.
1.2* Form of Underwriting Agreement for Subordinated Debt Securities.
1.3* Form of Underwriting Agreement for Preferred Stock.
1.4* Form of Underwriting Agreement for Depositary Shares.
1.5* Form of Underwriting Agreement for Common Stock.
1.6* Form of Underwriting Agreement for Stock Purchase Contracts or Stock
Purchase Units.
1.7* Form of Underwriting Agreement for Preferred Securities.
3.1 Amended and Restated Charter of Proffitt's, Inc. (incorporated by
reference to Exhibit 4.2 to the Company's Current Report on Form 8-K
(File No. 1-13113) dated February 11, 1998).
3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 4(b)
to the Company's Registration Statement on Form S-4 (File No. 333-
41563) dated December 5, 1997).
4.1 Form of Indenture for Senior Debt Securities (incorporated by
reference to Exhibit 4.1 to the Company Registration on Form S-3
(File No. 333-55805) dated June 2, 1998).
4.2 Form of Indenture for Subordinated Debt Securities (incorporated by
reference to Exhibit 4.2 to the Company Registration on Form S-3
(File No. 333-55805) dated June 2, 1998).
4.3* Form of Preferred Stock.
4.4* Form of Preferred Security.
4.5* Form of Senior Debt Security.
4.6* Form of Subordinated Debt Security.
4.7* Form of Warrant Agreement.
4.8* Form of Stock Purchase Contract Agreement.
4.9* Form of Pledge Agreement.
4.10 Form of Preferred Securities Guarantee Agreement relating to
Proffitt's Capital Trust I (incorporated by reference to Exhibit 4.10
to the Company Registration on Form S-3 (File No. 333-55805) dated
June 2, 1998).
4.11 Form of Preferred Securities Guarantee Agreement relating to
Proffitt's Capital Trust II, Proffitt's Capital Trust III, Proffitt's
Capital Trust IV and Proffitt's Capital Trust V.
4.12 Certificate of Trust of Proffitt's Capital Trust I (incorporated by
reference to Exhibit 4.11 to the Company Registration on Form S-3
(File No. 333-55805) dated June 2, 1998).
4.13 Certificate of Trust of Proffitt's Capital Trust II.
4.14 Certificate of Trust of Proffitt's Capital Trust III.
4.15 Certificate of Trust of Proffitt's Capital Trust IV.
4.16 Certificate of Trust of Proffitt's Capital Trust V.
4.17 Declaration of Trust of Proffitt's Capital Trust I (incorporated by
reference to Exhibit 4.12 to the Company Registration on Form S-3
(File No. 333-55805) dated June 2, 1998).
4.18 Declaration of Trust of Proffitt's Capital Trust II.
4.19 Declaration of Trust of Proffitt's Capital Trust III.
4.20 Declaration of Trust of Proffitt's Capital Trust IV.
4.21 Declaration of Trust of Proffitt's Capital Trust V.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<C> <S>
4.22 Form of Amended and Restated Declaration of Trust relating to
Proffitt's Capital Trust I (incorporated by reference to Exhibit 4.13
to the Company Registration on Form S-3 (File No. 333-55805) dated
June 2, 1998).
4.23 Form of Amended and Restated Declaration of Trust relating to
Proffitt's Capital Trust II, Proffitt's Capital Trust III, Proffitt's
Capital Trust IV and Proffitt's Capital Trust V.
4.24* Form of Supplemental Indenture to Indenture for Subordinated Debt
Securities to be used in connection with the issuance of Subordinated
Debt Securities related to Preferred Securities.
5.1* Opinion of Alston & Bird LLP regarding legality of the Offered
Securities.
5.2* Opinion of special Delaware counsel regarding legality of the
Preferred Securities.
8.1* Opinion of Alston & Bird LLP as to certain federal income taxation
matters.
12.1 Statement regarding computation of ratio of earnings to fixed charges
and preferred stock dividends.
23.1 Consent of PricewaterhouseCoopers LLP
23.2* Consent of Alston & Bird LLP (included in Exhibit 5.1).
23.3* Consent of Alston & Bird LLP (included in Exhibit 8.1).
23.4* Consent of special Delaware counsel (included in Exhibit 5.2).
24.1 Power of Attorney (included on signature page of this Registration
Statement).
25.1 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee under
the Senior Debt Securities (incorporated by reference to Exhibit 25.1
to the Company Registration on Form S-3 (File No. 333-55805) dated
June 2, 1998).
25.2 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee under
the Subordinated Debt Securities (incorporated by reference to Exhibit
25.2 to the Company Registration on Form S-3 (File No. 333-55805)
dated June 2, 1998).
25.3 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee under
the Declaration of Trust of Proffitt's Capital Trust I (incorporated
by reference to Exhibit 25.3 to the Company Registration on Form S-3
(File No. 333-55805) dated June 2, 1998).
25.4 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee under
the Declaration of Trust of Proffitt's Capital Trust II.
25.5 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee under
the Declaration of Trust of Proffitt's Capital Trust III.
25.6 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee under
the Declaration of Trust of Proffitt's Capital Trust IV.
25.7 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee under
the Declaration of Trust of Proffitt's Capital Trust V.
25.8 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee of the
Preferred Securities Guarantee of Proffitt's, Inc. for the benefit of
the holders of the Preferred Securities of Proffitt's Capital Trust I
(incorporated by reference to Exhibit 25.4 to the Company Registration
on Form S-3 (File No. 333-55805) dated June 2, 1998).
25.9 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee of the
Preferred Securities Guarantee of Proffitt's, Inc. for the benefit of
the holders of the Preferred Securities of Proffitt's Capital Trust
II.
25.10 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee of the
Preferred Securities Guarantee of Proffitt's, Inc. for the benefit of
the holders of the Preferred Securities of Proffitt's Capital Trust
III.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<C> <S>
25.11 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee of the
Preferred Securities Guarantee of Proffitt's, Inc. for the benefit of
the holders of the Preferred Securities of Proffitt's Capital Trust
IV.
25.12 Statement of Eligibility and Qualification of Trustee on Form T-1
under Trust Indenture Act of 1939, as amended, of the Trustee of the
Preferred Securities Guarantee of Proffitt's, Inc. for the benefit of
the holders of the Preferred Securities of Proffitt's Capital Trust V.
</TABLE>
- --------
* To be filed by amendment or as an exhibit to a document to be incorporated
by reference herein in connection with an offering of the offered
securities.

<PAGE>

EXHIBIT 4.11

GUARANTEE AGREEMENT

BETWEEN

PROFFITT'S, INC.,
AS GUARANTOR,

AND

THE FIRST NATIONAL BANK OF CHICAGO,
AS GUARANTEE TRUSTEE

-----------------------------

_____ CAPITAL TRUST __

-----------------------------

DATED AS OF ________, _____
<PAGE>

_____ CAPITAL TRUST __

Certain Sections of this Guarantee Agreement relating to
Sections 310 through 318 of the
Trust Indenture Act of 1939:

[TO BE UPDATED]

<TABLE>
<CAPTION>
Section of Section of
Trust Indenture Act Guarantee Agreement
- -------------------- -------------------
<S> <C>

310(a)............................................................................ 4.1(a)
(b)............................................................................ 4.1(c), 2.8
(c)............................................................................ Inapplicable
311(a)............................................................................ 2.2(b)
(b)............................................................................ 2.2(b)
(c)............................................................................ Inapplicable
312(a)............................................................................ 2.2(a)
(b)............................................................................ 2.2(b)
313............................................................................... 2.3
314(a)............................................................................ 2.4
(b)............................................................................ Inapplicable
(c)............................................................................ 2.5
(d)............................................................................ Inapplicable
(e)............................................................................ 1.1, 2.5, 3.2
(f)............................................................................ 2.1, 3.2
315(a)............................................................................ 3.1(d)
(b)............................................................................ 2.7
(c)............................................................................ 3.1
(d)............................................................................ 3.1(d)
316(a)............................................................................ 1.1, 2.6, 5.4
(b)............................................................................ 5.3
(c)............................................................................ 8.2
317(a)............................................................................ Inapplicable
(b)............................................................................ Inapplicable
318(a)............................................................................ 2.1(b)
(b)............................................................................ 2.1
(c)............................................................................ 2.1(a)

Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to be a part of the Guarantee Agreement.
</TABLE>
i
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
ARTICLE I INTERPRETATION AND DEFINITIONS................................................ 1

SECTION 1.1. Interpretation............................................... 1
SECTION 1.2. Definitions.................................................. 2

ARTICLE II TRUST INDENTURE ACT.......................................................... 5

SECTION 2.1 Trust Indenture Act; Application............................. 5
SECTION 2.2. List of Holders.............................................. 5
SECTION 2.3. Reports by the Guarantee Trustee............................. 5
SECTION 2.4. Periodic Reports to the Guarantee Trustee.................... 5
SECTION 2.5. Evidence of Compliance with Conditions Precedent............. 5
SECTION 2.6. Events of Default; Waiver.................................... 6
SECTION 2.7. Event of Default; Notice..................................... 6
SECTION 2.8. Conflicting Interests........................................ 6

ARTICLE III. POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE......................... 6

SECTION 3.1. Powers and Duties of the Guarantee Trustee................... 6
SECTION 3.2. Certain Rights of Guarantee Trustee.......................... 8
SECTION 3.3. Indemnity.................................................... 9

ARTICLE IV GUARANTEE TRUSTEE............................................................ 9

SECTION 4.1. Guarantee Trustee: Eligibility............................... 9
SECTION 4.2. Appointment, Removal and Resignation of the Guarantee Trustee 10

ARTICLE V GUARANTEE..................................................................... 10

SECTION 5.1. Guarantee.................................................... 10
SECTION 5.2. Waiver of Notice and Demand.................................. 11
SECTION 5.3. Obligations Not Affected..................................... 11
SECTION 5.4. Rights of Holders............................................ 11
SECTION 5.5. Guarantee of Payment......................................... 12
SECTION 5.6. Subrogation.................................................. 12
SECTION 5.7. Independent Obligations...................................... 12

ARTICLE VI COVENANTS AND SUBORDINATION.................................................. 12

SECTION 6.1. Subordination................................................ 12
SECTION 6.2. Pari Passu Guarantees........................................ 13

ARTICLE VII TERMINATION................................................................. 13

SECTION 7.1. Termination.................................................. 13

ARTICLE VIII MISCELLANEOUS.............................................................. 13

SECTION 8.1. Successors and Assigns....................................... 13
SECTION 8.2. Amendments................................................... 13
</TABLE>
ii
<PAGE>

<TABLE>
<S> <C> <C>
SECTION 8.3. Notices...................................................... 13
SECTION 8.4. Benefit...................................................... 15
SECTION 8.5. Governing Law................................................ 15
SECTION 8.6. Counterparts................................................. 15
</TABLE>
iii
<PAGE>

GUARANTEE AGREEMENT, dated as of ____________, _____ , executed and
delivered by PROFFITT'S, INC., a Tennessee corporation (the "Guarantor") having
its principal office at 750 Lakeshore Parkway, Birmingham, Alabama 35211, and
THE FIRST NATIONAL BANK OF CHICAGO, a national bank organized under the laws of
the United States, as trustee (the "Guarantee Trustee"), for the benefit of the
Holders (as defined herein) from time to time of the Preferred Securities (as
defined herein) of _____ CAPITAL TRUST __, a Delaware business trust (the
"Issuer").

W I T N E S S E T H :

WHEREAS, pursuant to an Amended and Restated Declaration of Trust, dated as
of _____________, ____ (the "Declaration"), among the Guarantor, as Depositor,
the Property Trustee, the Delaware Trustee and the Administrative Trustees named
therein and the Holders from time to time of undivided beneficial interests in
the assets of the Issuer, the Issuer is issuing $___________ aggregate
Liquidation Amount (as defined in the Declaration) of its ____% Preferred
Securities, Liquidation Amount $_____ per capital security (the "Preferred
Securities"), representing preferred undivided beneficial interests in the
assets of the Issuer and having the terms set forth in the Declaration;

WHEREAS, the Preferred Securities will be issued by the Issuer and the
proceeds thereof, together with the proceeds from the issuance of the Issuer's
Common Securities (as defined below), will be used to purchase the Debentures
(as defined in the Declaration) of the Guarantor which will be deposited with
The First National Bank of Chicago, as Property Trustee under the Declaration,
as trust assets; and

WHEREAS, as incentive for the Holders to purchase Preferred Securities the
Guarantor desires irrevocably and unconditionally to agree, to the extent set
forth herein, to pay to the Holders of the Preferred Securities the Guarantee
Payments (as defined herein) and to make certain other payments on the terms and
conditions set forth herein.

NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Guarantee Agreement to
provide as follows for the benefit of the Holders from time to time of the
Preferred Securities:

ARTICLE I

INTERPRETATION AND DEFINITIONS

SECTION 1.1. Interpretation.
--------------

In this Guarantee Agreement, unless the context otherwise requires:

(a) capitalized terms used in this Guarantee Agreement but not defined in
the preamble hereto have the respective meanings assigned to them in Section
1.1;

(b) a term defined anywhere in this Guarantee Agreement has the same
meaning throughout;

(c) all references to "the Guarantee Agreement" or "this Guarantee
Agreement" are to this Guarantee Agreement as modified, supplemented or amended
from time to time;

<PAGE>

(d) all references in this Guarantee Agreement to Articles and Sections are
to Articles and Sections of this Guarantee Agreement unless otherwise specified;

(e) a term defined in the Trust Indenture Act has the same meaning when
used in this Guarantee Agreement unless otherwise defined in this Guarantee
Agreement or unless the context otherwise requires;

(f) a reference to the singular includes the plural and vice-versa; and

(g) the masculine, feminine or neuter genders used herein shall include the
masculine, feminine and neuter genders.

SECTION 1.2. Definitions.
-----------

As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings:

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, that the Issuer shall not
be deemed to be an Affiliate of the Guarantor. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

"Board of Directors" means either the board of directors of the Guarantor
or any committee of that board duly authorized to act hereunder.

"Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer.

"Debt" means with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent, (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person, (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such Person; (vi) all Other
Financial Obligations (as hereinafter defined) of such Person; and (vii) every
obligation of the type referred to in clauses (i) through (vi) of another Person
and all dividends of another Person the payment of which, in either case, such
Person has guaranteed or is responsible or liable, directly or indirectly, as
obligor or otherwise.

"Event of Default" means a default by the Guarantor on any of its payment
or other obligations under this Guarantee Agreement; provided, however, that,
except with respect to a default in payment of any Guarantee Payments, the
Guarantor shall have received notice of default and shall not have cured such
default within 60 days after receipt of such notice.

-2-
<PAGE>

"Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by or on behalf of the Issuer: (i) any accumulated and unpaid
Distributions (as defined in the Declaration) required to be paid on the
Preferred Securities, to the extent the Issuer shall have funds on hand
available therefor at such time, (ii) the redemption price, including all
accumulated and unpaid Distributions to the date of redemption (the "Redemption
Price"), with respect to any Preferred Securities called for redemption by the
Issuer, to the extent the Issuer shall have funds on hand available therefor at
such time, and (iii) upon a voluntary or involuntary termination, winding up or
liquidation of the Issuer, unless Debentures are distributed to the Holders, the
lesser of (a) the aggregate of the Liquidation Amount of $_____ per Preferred
Security plus accumulated and unpaid Distributions on the Preferred Securities
to the date of payment to the extent that the Issuer shall have funds available
therefor at such time and (b) the amount of assets of the Issuer remaining
available for distribution to Holders in liquidation of the Issuer (in either
case, the "Liquidation Distribution").

"Guarantee Trustee" means The First National Bank of Chicago, until a
Successor Guarantee Trustee has been appointed and has accepted such appointment
pursuant to the terms of this Guarantee Agreement, and thereafter means each
such Successor Guarantee Trustee.

"Holder" means any holder, as registered on the books and records of the
Issuer, of any Preferred Securities; provided, however, that in determining
whether the holders of the requisite percentage of Preferred Securities have
given any request, notice, consent or waiver hereunder, "Holder" shall not
include the Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor
or the Guarantee Trustee.

"Indenture" means the Subordinated Debt Securities Indenture dated as of
____________, _____, as supplemented and amended between the Guarantor and The
First National Bank of Chicago, as trustee.

"List of Holders" has the meaning specified in Section 2.2(a).

"Majority in Liquidation Amount of the Preferred Securities" means,
except as provided by the Trust Indenture Act, a vote by the Holder(s), voting
separately as a class, of more than 50% of the Liquidation Amount of all then
outstanding Preferred Securities issued by the Issuer.

"Officers' Certificate" means, with respect to any Person, a certificate
signed by the President or a Vice President of such Person, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
such Person, and delivered to the Guarantee Trustee. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Guarantee Agreement shall include:

(a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto;

(b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers'
Certificate;

(c) a statement that each officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such
officer to express an informed opinion as to whether or not such covenant
or condition has been complied with; and

(d) a statement as to whether, in the opinion of each officer, such
condition or covenant has been complied with.

-3-
<PAGE>

"Other Financial Obligations" means, with respect to a Person, all
obligations to make payment pursuant to the terms of financial instruments, such
as (i) securities contracts and foreign currency exchange contracts, (ii)
derivative instruments, such as swap agreements (including interest rate and
foreign exchange rate swap agreements), cap agreements, floor agreements, collar
agreements, interest rate agreements, foreign exchange rate agreements, options,
commodity futures contracts, commodity option contracts, and (iii) in the case
of both (i) and (ii) above, similar financial instruments.

"Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

"Responsible Officer" means, with respect to the Guarantee Trustee,
any Vice President, any Assistant Vice President, the Secretary, any Assistant
Secretary, any Assistant Treasurer, any Trust Officer or Assistant Trust Officer
or any other officer of the Corporate Trust Department of the Guarantee Trustee
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge of
and familiarity with the particular subject.

"Senior Debt" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Guarantor whether
or not such claim for post-petition interest is allowed in such proceeding), on
Debt, whether incurred on or prior to the date of the Indenture or thereafter
incurred, unless, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding, it is provided that such obligations are not
superior in right of payment to the Debentures or to other Debt which is pari
passu with, or subordinated to, the Debentures; provided, however, that Senior
Debt shall not be deemed to include (i) any Debt of the Guarantor which when
incurred and without respect to any election under Section 1111(b) of the United
States Bankruptcy Code of 1978, as amended, was without recourse to the
Guarantor, (ii) any Debt of the Corporation to any of its subsidiaries, (iii)
Debt to any employee of the Guarantor, and (iv) any other debt securities issued
pursuant to the Indenture.

"Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

Capitalized or otherwise defined terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Declaration as in effect
on the date hereof.

ARTICLE II

TRUST INDENTURE ACT

SECTION 2.1. Trust Indenture Act; Application.
--------------------------------

(a) As a matter of contract, this Guarantee Agreement is subject to the
provisions of the Trust Indenture Act that are or would be required to be part
of this Guarantee Agreement if the Trust Indenture Act were applicable and
shall, to the extent applicable, be governed by such provisions.

-4-
<PAGE>

(b) If and to the extent that any provision of this Guarantee Agreement
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

SECTION 2.2. List of Holders.
---------------

(a) The Guarantor shall furnish or cause to be furnished to the Guarantee
Trustee (a) semi-annually, on or before June 1 and December 1 of each year, a
list, in such form as the Guarantee Trustee may reasonably require, of the names
and addresses of the Holders (the "List of Holders") as of a date not more than
15 days prior to the delivery thereof, and (b) at such other times as the
Guarantee Trustee may request in writing, within 30 days after the receipt by
the Guarantor of any such request, a List of Holders as of a date not more than
15 days prior to the time such list is furnished, in each case to the extent
such information is in the possession or control of the Guarantor and is not
identical to a previously supplied list of Holders or has not otherwise been
received by the Guarantee Trustee in its capacity as such. The Guarantee Trustee
may destroy any List of Holders previously given to it on receipt of a new List
of Holders.

(b) The Guarantee Trustee shall comply with its obligations under Section
311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

SECTION 2.3. Reports by the Guarantee Trustee.
--------------------------------

Not later than __________ of each year, commencing _____________, the
Guarantee Trustee shall provide to the Holders such reports as are required by
Section 313 of the Trust Indenture Act, if any, in the form and in the manner
provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall
also comply with the requirements of Section 313(d) of the Trust Indenture Act.

SECTION 2.4. Periodic Reports to the Guarantee Trustee.
-----------------------------------------

The Guarantor shall provide to the Guarantee Trustee, the Securities and
Exchange Commission and the Holders such documents, reports and information, if
any, as required by Section 314 of the Trust Indenture Act and the compliance
certificate required by Section 314 of the Trust Indenture Act, in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.

SECTION 2.5. Evidence of Compliance with Conditions Precedent.
------------------------------------------------

The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of an
Officers' Certificate.

SECTION 2.6. Events of Default; Waiver.
-------------------------

The Holders of a Majority in Liquidation Amount of the Preferred
Securities may, by vote, on behalf of the Holders, waive any past Event of
Default and its consequences. Upon such waiver, any such Event of Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Guarantee Agreement, but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent therefrom.

-5-
<PAGE>

SECTION 2.7. Event of Default; Notice.
------------------------

(a) The Guarantee Trustee shall, within 90 days after the occurrence of an
Event of Default, transmit by mail, first class postage prepaid, to the Holders,
notices of all Events of Default actually known to a Responsible Officer of the
Guarantee Trustee, unless such defaults have been cured before the giving of
such notice, provided, that, except in the case of a default in the payment of a
Guarantee Payment, the Guarantee Trustee shall be protected in withholding such
notice if and so long as the Board of Directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Guarantee
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders.

(b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Guarantee Trustee shall have received written
notice, or a Responsible Officer charged with the administration of this
Guarantee Agreement shall have obtained written notice, of such Event of
Default.

SECTION 2.8. Conflicting Interests.
---------------------

The Declaration shall be deemed to be specifically described in this
Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

ARTICLE III

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 3.1. Powers and Duties of the Guarantee Trustee.
------------------------------------------

(a) This Guarantee Agreement shall be held by the Guarantee Trustee for the
benefit of the Holders, and the Guarantee Trustee shall not transfer this
Guarantee Agreement to any Person except a Holder exercising his or her rights
pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee on acceptance by
such Successor Guarantee Trustee of its appointment to act as Successor
Guarantee Trustee. The right, title and interest of the Guarantee Trustee shall
automatically vest in any Successor Guarantee Trustee, upon acceptance by such
Successor Guarantee Trustee of its appointment hereunder, and such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered pursuant to the appointment of such Successor
Guarantee Trustee.

(b) If an Event of Default has occurred and is continuing, the Guarantee
Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.

(c) The Guarantee Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Guarantee Agreement, and no implied covenants shall be read into this Guarantee
Agreement against the Guarantee Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.6), the
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Guarantee Agreement, and use the same degree of care and skill in its
exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

(d) No provision of this Guarantee Agreement shall be construed to relieve
the Guarantee Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:

-6-
<PAGE>

(i) prior to the occurrence of any Event of Default and after the
curing or waiving of all such Events of Default that may have occurred:

(A) the duties and obligations of the Guarantee Trustee shall be
determined solely by the express provisions of this Guarantee
Agreement, and the Guarantee Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Guarantee Agreement; and

(B) in the absence of bad faith on the part of the Guarantee
Trustee, the Guarantee Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Guarantee
Trustee and conforming to the requirements of this Guarantee
Agreement; but in the case of any such certificates or opinions that
by any provision hereof or of the Trust Indenture Act are specifically
required to be furnished to the Guarantee Trustee, the Guarantee
Trustee shall be under a duty to examine the same to determine whether
or not they conform to the requirements of this Guarantee Agreement;

(ii) the Guarantee Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer of the Guarantee
Trustee, unless it shall be proved that the Guarantee Trustee was negligent
in ascertaining the pertinent facts upon which such judgment was made;

(iii) the Guarantee Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with
the direction of the Holders of not less than a Majority in Liquidation
Amount of the Preferred Securities relating to the time, method and place
of conducting any proceeding for any remedy available to the Guarantee
Trustee, or exercising any trust or power conferred upon the Guarantee
Trustee under this Guarantee Agreement; and

(iv) no provision of this Guarantee Agreement shall require the
Guarantee Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties or in
the exercise of any of its rights or powers, if the Guarantee Trustee shall
have reasonable grounds for believing that the repayment of such funds or
liability is not reasonably assured to it under the terms of this Guarantee
Agreement or adequate indemnity against such risk or liability is not
reasonably assured to it.

SECTION 3.2. Certain Rights of Guarantee Trustee.
-----------------------------------

(a) Subject to the provisions of Section 3.1:

(i) The Guarantee Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document reasonably believed by it to be
genuine and to have been signed, sent or presented by the proper party or
parties.

(ii) Any direction or act of the Guarantor contemplated by this
Guarantee Agreement shall be sufficiently evidenced by an Officers'
Certificate unless otherwise prescribed herein.

-7-
<PAGE>

(iii) Whenever, in the administration of this Guarantee Agreement,
the Guarantee Trustee shall deem it desirable that a matter be proved or
established before taking, suffering or omitting to take any action
hereunder, the Guarantee Trustee (unless other evidence is herein
specifically prescribed) may, in the absence of bad faith on its part,
request and rely upon an Officers' Certificate which, upon receipt of such
request from the Guarantee Trustee, shall be promptly delivered by the
Guarantor.

(iv) The Guarantee Trustee may consult with legal counsel, and the
advice or opinion of such legal counsel with respect to legal matters shall
be full and complete authorization and protection in respect of any action
taken, suffered or omitted to be taken by it hereunder in good faith and in
accordance with such advice or opinion. Such legal counsel may be legal
counsel to the Guarantor or any of its Affiliates and may be one of its
employees. The Guarantee Trustee shall have the right at any time to seek
instructions concerning the administration of this Guarantee Agreement from
any court of competent jurisdiction.

(v) The Guarantee Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Guarantee Agreement at the
request or direction of any Holder, unless such Holder shall have provided
to the Guarantee Trustee such adequate security and indemnity satisfactory
to it, against the costs, expenses (including attorneys' fees and expenses)
and liabilities that might be incurred by it in complying with such request
or direction, including such reasonable advances as may be requested by the
Guarantee Trustee; provided that, nothing contained in this Section
3.2(a)(v) shall be taken to relieve the Guarantee Trustee, upon the
occurrence of an Event of Default, of its obligation to exercise the rights
and powers vested in it by this Guarantee Agreement.

(vi) The Guarantee Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Guarantee Trustee, in its
discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit.

(vii) The Guarantee Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
its agents, attorneys custodians or nominees, and the Guarantee Trustee
shall not be responsible for any misconduct or negligence on the part of
any such agent, attorney custodians or nominees appointed with due care by
it hereunder.

(viii) Whenever in the administration of this Guarantee Agreement the
Guarantee Trustee shall deem it desirable to receive instructions with
respect to enforcing any remedy or right or taking any other action
hereunder, the Guarantee Trustee (A) may request instructions from the
Holders, (B) may refrain from enforcing such remedy or right or taking such
other action until such instructions are received, and (C) shall be fully
protected in acting in accordance with such instructions.

(b) No provision of this Guarantee Agreement shall be deemed to impose any
duty or obligation on the Guarantee Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it in any
jurisdiction in which it shall be illegal, or in which the Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or to

-8-
<PAGE>

exercise any such right, power, duty or obligation. No permissive power or
authority available to the Guarantee Trustee shall be construed to be a duty to
act in accordance with such power and authority.

SECTION 3.3. Indemnity.
---------

The Guarantor agrees to indemnify the Guarantee Trustee for, and to hold
it harmless against, any loss, liability or expense incurred without negligence
or bad faith on the part of the Guarantee Trustee, arising out of or in
connection with the acceptance or administration of this Guarantee Agreement,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder. The provisions of this Section shall survive the termination
of this Guarantee Agreement or the resignation or removal of the Guarantee
Trustee. The Guarantee Trustee will not claim or exact any lien or charge on any
Guarantee Payments as a result of any amount due to it under this Guarantee
Agreement.

ARTICLE IV

GUARANTEE TRUSTEE

SECTION 4.1. Guarantee Trustee: Eligibility.
------------------------------

(a) There shall at all times be a Guarantee Trustee which shall:

(i) not be an Affiliate of the Guarantor; and

(ii) be a Person that is eligible pursuant to the Trust Indenture Act
to act as such and has a combined capital and surplus of at least
$50,000,000, and shall be a corporation meeting the requirements of Section
310(a) of the Trust Indenture Act. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
supervising or examining authority, then, for the purposes of this Section
4.1 and to the extent permitted by the Trust Indenture Act, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.

(b) If at any time the Guarantee Trustee shall cease to be eligible to so
act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 4.2(c).

(c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.

SECTION 4.2. Appointment, Removal and Resignation of the Guarantee Trustee.
-------------------------------------------------------------

(a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or
removed without cause at any time by the Guarantor.

(b) The Guarantee Trustee shall not be removed until a Successor Guarantee
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Guarantee Trustee and delivered to the
Guarantor.

-9-
<PAGE>

(c) The Guarantee Trustee appointed hereunder shall hold office until a
Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.

(d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 30 days after
delivery to the Guarantor of an instrument of resignation, the resigning
Guarantee Trustee may petition, at the expense of the Guarantor, any court of
competent jurisdiction for appointment of a Successor Guarantee Trustee. Such
court may thereupon, after prescribing such notice, if any, as it may deem
proper, appoint a Successor Guarantee Trustee.

ARTICLE V

GUARANTEE

SECTION 5.1. Guarantee.
---------

The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by or on behalf of the Issuer), as and when due, regardless of any defense,
right of set-off or counterclaim which the Issuer may have or assert. The
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders.

SECTION 5.2. Waiver of Notice and Demand.
---------------------------

The Guarantor hereby waives notice of acceptance of the Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the
Guarantee Trustee, Issuer or any other Person before proceeding against the
Guarantor, protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.

SECTION 5.3. Obligations Not Affected.
------------------------

The obligations, covenants, agreements and duties of the Guarantor under
this Guarantee Agreement shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:

(a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Preferred Securities to be performed
or observed by the Issuer;

(b) the extension of time for the payment by the Issuer of all or any
portion of the Distributions (other than an extension of time for payment of
Distributions that results from the extension of any interest payment period on
the Debentures as provided in the Indenture), Redemption Price, Liquidation
Distribution or any other sums payable under the terms of the Preferred
Securities or the extension of time for the performance of any other obligation
under, arising out of, or in connection with, the Preferred Securities;

-10-
<PAGE>

(c) any failure, omission, delay or lack of diligence on the part of the
Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Preferred Securities, or
any action on the part of the Issuer granting indulgence or extension of any
kind;

(d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;

(e) any invalidity of, or defect or deficiency in, the Preferred
Securities;

(f) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or

(g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 5.3 that the obligations of the Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.

There shall be no obligation of the Holders to give notice to, or obtain
the consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION 5.4. Rights of Holders.
-----------------

The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee
Agreement on behalf of the Holders; (iii) the Holders of a Majority in
Liquidation Amount of the Preferred Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Guarantee Trustee in respect of this Guarantee Agreement or exercising any
trust or power conferred upon the Guarantee Trustee under this Guarantee
Agreement; and (iv) any Holder may institute a legal proceeding directly against
the Guarantor to enforce its rights under this Guarantee Agreement, without
first instituting a legal proceeding against the Guarantee Trustee, the Issuer
or any other Person.

SECTION 5.5. Guarantee of Payment.
--------------------

This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication of amounts theretofore paid
by the Issuer) or upon distribution of Debentures to Holders as provided in the
Declaration.

SECTION 5.6. Subrogation.
----------

The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Issuer in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement and shall have the right to waive
payment by the Issuer pursuant to Section 5.1; provided, however, that the
Guarantor shall not (except to the extent required by mandatory provisions of
law) be entitled to enforce or exercise any rights which it may acquire by way
of subrogation or any indemnity, reimbursement or other agreement, in all cases
as a result of payment under this Guarantee Agreement, if, at the time of any
such payment, any amounts are due and unpaid under this Guarantee Agreement. If
any amount shall be paid to the Guarantor

-11-
<PAGE>

in violation of the preceding sentence, the Guarantor agrees to hold such amount
in trust for the Holders and to pay over such amount to the Holders.

SECTION 5.7. Independent Obligations.
-----------------------

The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer with respect to the Preferred Securities and
that the Guarantor shall be liable as principal and as debtor hereunder to make
Guarantee Payments pursuant to the terms of this Guarantee Agreement
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 5.3 hereof.

ARTICLE VI

COVENANTS AND SUBORDINATION

SECTION 6.1. Subordination.
-------------

The obligations of the Guarantor under this Guarantee Agreement will
constitute unsecured obligations of the Guarantor and will rank subordinate and
junior in right of payment to all Senior Debt of the Guarantor.

SECTION 6.2. Pari Passu Guarantees.
---------------------

The obligations of the Guarantor under this Guarantee Agreement shall
rank pari passu with the obligations of the Guarantor under any similar
Guarantee Agreements issued by the Guarantor on behalf of the holders of
preferred securities issued by any Proffitt's Trust (as defined in the
Indenture).

ARTICLE VII

TERMINATION

SECTION 7.1. Termination.
-----------

This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price of all Preferred
Securities, (ii) the distribution of Debentures to the Holders in exchange for
all of the Preferred Securities or (iii) full payment of the amounts payable in
accordance with the Declaration upon liquidation of the Issuer. Notwithstanding
the foregoing, this Guarantee Agreement will continue to be effective or will be
reinstated, as the case may be, if at any time any Holder must restore payment
of any sums paid with respect to Preferred Securities or this Guarantee
Agreement.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.1. Successors and Assigns.

All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders

-12-
<PAGE>

of the Preferred Securities then outstanding. Except in connection with a
consolidation, merger or sale involving the Guarantor that is permitted under
Article VIII of the Indenture and pursuant to which the successor or assignee
agrees in writing to perform the Guarantor's obligations hereunder, the
Guarantor shall not assign its obligations hereunder.

SECTION 8.2. Amendments.
----------

Except with respect to any changes which do not adversely affect the
rights of the Holders in any material respect (in which case no consent of the
Holders will be required), this Guarantee Agreement may only be amended with the
prior approval of the Holders of not less than a Majority in Liquidation Amount
of the Preferred Securities. The provisions of Article VI of the Declaration
concerning meetings of the Holders shall apply to the giving of such approval.

SECTION 8.3. Notices.
-------

Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

(a) if given to the Guarantor, to the address set forth below or such
other address, facsimile number or to the attention of such other Person as
the Guarantor may give notice to the Holders:

Proffitt's, Inc.
750 Lakeshore Parkway
Birmingham, Alabama 35211
Facsimile No.: 205-940-4468
Attention: General Counsel

(b) if given to the Issuer at the Issuer's address set forth below with
a copy to the Guarantee Trustee as set forth below:

_____ Capital Trust __
750 Lakeshore Parkway
Birmingham, Alabama 35211
Facsimile No.: 205-940-4468
Attention: General Counsel

The First National Bank of Chicago
The First National Bank of Chicago
One First National Plaza
Mail Suite 0126
Chicago, Illinois 60670-0126
Attention: Corporate Trustee Administration
Facsimile No.: (312) 407-4656
Attention: John R. Prendiville

(d) if given to any Holder, at the address set forth on the books and
records of the Issuer.

-13-
<PAGE>

All notices hereunder shall be deemed to have been given when received
in person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

SECTION 8.4. Benefit.
-------

This Guarantee Agreement is solely for the benefit of the Holders and
is not separately transferable from the Preferred Securities.

SECTION 8.5. Governing Law.
-------------

THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 8.6. Counterparts.
------------

This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Guarantee
Agreement as of the date first above written.

PROFFITT'S, INC.

By:________________________________
Name:
Title:

THE FIRST NATIONAL BANK OF CHICAGO
as Guarantee Trustee

By:________________________________
Name:
Title:

-14-

<PAGE>

EXHIBIT 4.13

CERTIFICATE OF TRUST
OF
PROFFITT'S CAPITAL TRUST II

This Certificate of Trust of Proffitt's Capital Trust II (the "Trust"),
dated August 17, 1998, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. (S) 3801 et seq.).

1. NAME. The name of the business trust being formed hereby is:
Proffitt's Capital Trust II.

2. DELAWARE TRUSTEE. The name and business address of the trustee of the
Trust with a principal place of business in the State of Delaware, are First
Chicago Delaware Inc., 300 King Street, Wilmington, Delaware 19801, Attention:
Mike Majchrzak.

3. EFFECTIVE DATE. This Certificate of Trust shall be effective as of
filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
duly executed this Certificate of Trust.

First Chicago Delaware Inc.,
not in its individual capacity,
but solely as Trustee

By: /s/ John R. Prendiville
-----------------------
Name: John R. Prendiville
Title: Vice President

The First National Bank of Chicago,
not in its individual capacity, but
solely as Trustee

By: /s/ John R. Prendiville
-----------------------
Name: John R. Prendiville
Title: Vice President

James S. Scully,
not in his individual capacity,
but solely as Trustee

/s/ James S. Scully
----------------------------

<PAGE>

EXHIBIT 4.14

CERTIFICATE OF TRUST
OF
PROFFITT'S CAPITAL TRUST III

This Certificate of Trust of Proffitt's Capital Trust III (the "Trust"),
dated August 17, 1998, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. (S) 3801 et seq.).

1. NAME. The name of the business trust being formed hereby is:
Proffitt's Capital Trust III.

3. EFFECTIVE DATE. This Certificate of Trust shall be effective as of
filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
duly executed this Certificate of Trust.

First Chicago Delaware Inc.,
not in its individual capacity,
but solely as Trustee

By: /s/ John R. Prendiville
-----------------------
Name: John R. Prendiville
Title: Vice President

The First National Bank of Chicago,
not in its individual capacity, but
solely as Trustee

By: /s/ John R. Prendiville
-----------------------
Name: John R. Prendiville
Title: Vice President

James S. Scully,
not in his individual capacity,
but solely as Trustee

/s/ James S. Scully
----------------------------

<PAGE>

EXHIBIT 4.15

CERTIFICATE OF TRUST
OF
PROFFITT'S CAPITAL TRUST IV

This Certificate of Trust of Proffitt's Capital Trust IV (the "Trust"),
dated August 17, 1998, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. (S) 3801 et seq.).

1. NAME. The name of the business trust being formed hereby is:
Proffitt's Capital Trust IV.

3. EFFECTIVE DATE. This Certificate of Trust shall be effective as of
filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
duly executed this Certificate of Trust.

First Chicago Delaware Inc.,
not in its individual capacity,
but solely as Trustee

By: /s/ John R. Prendiville
-----------------------
Name: John R. Prendiville
Title: Vice President

The First National Bank of Chicago,
not in its individual capacity, but
solely as Trustee

By: /s/ John R. Prendiville
-----------------------
Name: John R. Prendiville
Title: Vice President

James S. Scully,
not in his individual capacity,
but solely as Trustee

/s/ James S. Scully
----------------------------

<PAGE>

EXHIBIT 4.16

CERTIFICATE OF TRUST
OF
PROFFITT'S CAPITAL TRUST V

This Certificate of Trust of Proffitt's Capital Trust V (the "Trust"),
dated August 17, 1998, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. (S) 3801 et seq.).

1. NAME. The name of the business trust being formed hereby is:
Proffitt's Capital Trust V.

3. EFFECTIVE DATE. This Certificate of Trust shall be effective as of
filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
duly executed this Certificate of Trust.

First Chicago Delaware Inc.,
not in its individual capacity,
but solely as Trustee

By: /s/ John R. Prendiville
-----------------------
Name: John R. Prendiville
Title: Vice President

The First National Bank of Chicago,
not in its individual capacity, but
solely as Trustee

By: /s/ John R. Prendiville
-----------------------
Name: John R. Prendiville
Title: Vice President

James S. Scully,
not in his individual capacity,
but solely as Trustee

/s/ James S. Scully
----------------------------

<PAGE>

EXHIBIT 4.18

DECLARATION OF TRUST

DECLARATION OF TRUST, dated as of August 17, 1998, by and among Proffitt's,
Inc., a Tennessee corporation, as "Depositor," and The First National Bank of
Chicago, a national bank organized under the laws of the United States, at
trustee, First Chicago Delaware Inc., a Delaware corporation, as trustee (the
"Delaware Trustee"), and Mr. James S. Scully, as Administrative Trustee
(collectively, the "Trustees").

The Depositor and the Trustees hereby agree as follows:

Section 1. THE TRUST. The trust created hereby shall be known as
Proffitt's Capital Trust II (the "Trust"), in which name the Trustees, or the
Depositor to the extent provided herein, may conduct the business of the Trust,
make and execute contracts, and sue and be sued.

Section 2. THE TRUST ESTATE. The Depositor hereby assigns, transfers,
conveys and sets over to the Trustees the sum of $10, which amount shall
constitute the initial trust estate. It is the intention of the parties hereto
that the Trust created hereby constitute a business trust under Chapter 38 of
Title 12 of the Delaware Code, 12 Del. C. (S) 3801 et seq. (the "Business Trust
Act"), and that this document constitute the governing instrument of the Trust.
The Trustees are hereby authorized and directed to execute and file a
certificate of trust with the Delaware Secretary of State in accordance with the
Business Trust Act.

Section 3. AMENDED AND RESTATED TRUST AGREEMENT. The Depositor and the
Trustees will enter into an amended and restated Declaration of Trust,
satisfactory to each such party and substantially in the form to be included as
an exhibit to the 1933 Act Registration Statement (as defined below), to provide
for the contemplated operations of the Trust created hereby and the issuance of
the Preferred Securities (as defined below) and common securities of the Trust
to be referred to therein. Prior to the execution and delivery of such amended
and restated Declaration of Trust, the Trustees shall not have any duty or
obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.

Section 4. CERTAIN AUTHORIZATIONS. The Depositor, as the sponsor of the
Trust, is hereby authorized, in its discretion (i) to file with the Securities
and Exchange Commission (the "Commission") and execute, in each case on behalf
of the Trust (a) the Registration Statement on Form S-3 (the "1993 Act
Registration Statement (including the prospectus and the exhibits contained
therein), relating to the registration under the Securities Act of 1933, as
amended, of the preferred securities of the Trust (the "Preferred Securities")
and certain other securities of the Depositor and (b) a Registration Statement
on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective
and post-effective amendments thereto) relating to the registration of the
Preferred Securities of the Trust under Section 12 of the Securities Exchange
Act of 1934, as amended; (ii) to file with one or more national securities
exchanges (each, an "Exchange") or the National Association of Securities
Dealers ("NASD") and execute on behalf of the Trust a listing application or
applications and all other applications, statements, certificates, agreements
and other instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on any such Exchange or the NASD's Nasdaq National
Market; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as the Depositor, on behalf of
the Trust, may deem necessary or desirable to register the Preferred Securities
under the securities or "Blue Sky" laws; and (iv) to execute on behalf of the
Trust such Underwriting Agreements with one or more underwriters relating to the
offering of the Preferred Securities as the Depositor, on behalf of the Trust,
may deem necessary or desirable. In the event that any filing referred to in
clauses (i), (ii) and (iii) above is required by the rules and regulations of
the Commission, any Exchange, the NASD
<PAGE>

or state securities or "Blue Sky" laws, to be executed on behalf of the Trust by
a Trustee, the Depositor and the Trustees and any trustee appointed pursuant to
Section 6 hereof are hereby authorized to join in any such filing and to execute
on behalf of the Trust any and all of the foregoing, it being understood that
the Delaware Trustee, in its capacity as a trustee of the Trust, shall not be
required to join in any such filing or execute on behalf of the Trust any such
document unless required by the rules and regulations of the Commission, the
Exchange, the NASD or state securities or "Blue Sky" laws.

Section 5. COUNTERPARTS. This Declaration of Trust may be executed in one
or more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

Section 6. TRUSTEES. The number of Trustees initially shall be three (3)
and thereafter the number of trustees shall be such number as shall be fixed
from time to time by a written instrument signed by the Depositor, which may
increase or decrease the number of trustees; provided, however, that to the
extent required by the Business Trust Act, one trustee shall either be a natural
person who is a resident of the State of Delaware or, if not a natural person,
an entity which has its principal place of business in the State of Delaware and
otherwise meets the requirements of applicable Delaware law. Subject to the
foregoing, the Depositor is entitled to appoint or remove without cause any
trustee at any time. The trustees may resign upon thirty days' prior notice to
the Depositor.

Section 7. GOVERNING LAW. This Declaration of Trust shall be governed by,
and construed in accordance with, the laws of the State of Delaware (without
regard to conflicts of law principles).

Section 8. First Chicago Delaware Inc., in its capacity as trustee of the
Trust, shall not have the powers or duties of the Trustees set forth herein
(except as may be required under the Business Trust Act) and shall be a trustee
hereunder for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Business Trust Act.

-2-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.

PROFFITT'S, INC.,
as Depositor

By: /s/ James S. Scully
-----------------------
Name: James S. Scully
Title: Vice President and Treasurer

The First National Bank of Chicago,
not in its individual capacity,
but solely as Trustee

By: /s/ John R. Prendiville
-----------------------
Name: John R. Prendiville
Title: Vice President

First Chicago Delaware Inc.,
not in its individual capacity,
but solely as Trustee

By: /s/ John R. Prendiville
-----------------------
Name: John R. Prendiville
Title: Vice President

James S. Scully,
not in his individual capacity,
but solely as Trustee

/s/ James S. Scully
----------------------------

-3-

<PAGE>

EXHIBIT 4.19

DECLARATION OF TRUST

The Depositor and the Trustees hereby agree as follows:

Section 1. THE TRUST. The trust created hereby shall be known as
Proffitt's Capital Trust III (the "Trust"), in which name the Trustees, or the
Depositor to the extent provided herein, may conduct the business of the Trust,
make and execute contracts, and sue and be sued.

Section 7. GOVERNING LAW. This Declaration of Trust shall be governed by,
and construed in accordance with, the laws of the State of Delaware (without
regard to conflicts of law principles).

IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.

PROFFITT'S, INC.,
as Depositor

By: /s/ James S. Scully
-------------------
Name: James S. Scully
Title: Vice President and Treasurer

The First National Bank of Chicago,
not in its individual capacity,
but solely as Trustee

By: /s/ John R. Prendiville
-----------------------
Name: John R. Prendiville
Title: Vice President

First Chicago Delaware Inc.,
not in its individual capacity,
but solely as Trustee

By: /s/ John R. Prendiville
-----------------------
Name: John R. Prendiville
Title: Vice President

James S. Scully,
not in his individual capacity,
but solely as Trustee

/s/ James S. Scully
----------------------------

<PAGE>

EXHIBIT 4.20

DECLARATION OF TRUST

The Depositor and the Trustees hereby agree as follows:

Section 1. THE TRUST. The trust created hereby shall be known as
Proffitt's Capital Trust IV (the "Trust"), in which name the Trustees, or the
Depositor to the extent provided herein, may conduct the business of the Trust,
make and execute contracts, and sue and be sued.

Section 7. GOVERNING LAW. This Declaration of Trust shall be governed by,
and construed in accordance with, the laws of the State of Delaware (without
regard to conflicts of law principles).

-2-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.

PROFFITT'S, INC.,
as Depositor

By: /s/ James S. Scully
-------------------
Name: James S. Scully
Title: Vice President and Treasurer

The First National Bank of Chicago,
not in its individual capacity,
but solely as Trustee

By: /s/ John R. Prendiville
-----------------------
Name: John R. Prendiville
Title: Vice President

First Chicago Delaware Inc.,
not in its individual capacity,
but solely as Trustee

By: /s/ John R. Prendiville
-----------------------
Name: John R. Prendiville
Title: Vice President

James S. Scully,
not in his individual capacity,
but solely as Trustee

/s/ James S. Scully
----------------------------

-3-

<PAGE>

EXHIBIT 4.21

DECLARATION OF TRUST

The Depositor and the Trustees hereby agree as follows:

Section 1. THE TRUST. The trust created hereby shall be known as
Proffitt's Capital Trust V (the "Trust"), in which name the Trustees, or the
Depositor to the extent provided herein, may conduct the business of the Trust,
make and execute contracts, and sue and be sued.

Section 7. GOVERNING LAW. This Declaration of Trust shall be governed by,
and construed in accordance with, the laws of the State of Delaware (without
regard to conflicts of law principles).

2
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.

PROFFITT'S, INC.,
as Depositor

By: /s/ James S. Scully
----------------------------------
Name: James S. Scully
Title: Vice President and Treasurer

The First National Bank of Chicago,
not in its individual capacity,
but solely as Trustee

By: /s/ John R. Prendiville
----------------------------------
Name: John R. Prendiville
Title: Vice President

First Chicago Delaware Inc.,
not in its individual capacity,
but solely as Trustee

By: /s/ John R. Prendiville
----------------------------------
Name: John R. Prendiville
Title: Vice President

James S. Scully,
not in his individual capacity,
but solely as Trustee

/s/ James S. Scully
---------------------------------------

<PAGE>

EXHIBIT 4.23

-------------------------------------------------

AMENDED AND RESTATED DECLARATION OF TRUST

AMONG

PROFFITT'S, INC.
AS DEPOSITOR,

THE FIRST NATIONAL BANK OF CHICAGO,
AS PROPERTY TRUSTEE,

FIRST CHICAGO DELAWARE INC.,
AS DELAWARE TRUSTEE,

AND

THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

----------------------

_____ CAPITAL TRUST __

----------------------

DATED AS OF ___________, _____

-------------------------------------------------
<PAGE>

_____ CAPITAL TRUST __

Certain Sections of this Declaration relating to
Sections 310 through 318 of the
Trust Indenture Act of 1939:

[TO BE UPDATED]

<TABLE>
<CAPTION>
Trust Indenture Declaration
Act Section Section
<S> <C>
310 (a)(1) ........................................................................... 8.7
(a)(2) ........................................................................... 8.7
(a)(3) ........................................................................... 8.9
(a)(4) ........................................................................... 2.7 (a)(ii)
311 (a)(b) ........................................................................... 8.8
312(a) ........................................................................... 5.7
(b) ........................................................................... 5.7
(c) ........................................................................... 5.7
313 (a) ........................................................................... 8.14(a)
(a)(4) ........................................................................... 8.14(b)
(b) ........................................................................... 8.14(b)
(c) ........................................................................... 10.8
(d) ........................................................................... 8.14(c)
314 (a) ........................................................................... 8.15
(b) ........................................................................... Not Applicable
(c)(1) ........................................................................... 8.16
(c)(2) ........................................................................... 8.16
(c)(3) ........................................................................... Not Applicable
(d) ........................................................................... Not Applicable
(e) ........................................................................... 1.1, 8.16
315 (a) ........................................................................... 8.1(a),
(b) ........................................................................... 8.2, 10.8
(c) ........................................................................... 8.1(a)
(d) ........................................................................... 8.1, 8.3
(e) ........................................................................... Not Applicable
316 (a) ........................................................................... Not Applicable
(a)(1)(A) ........................................................................... Not Applicable
(a)(1)(B) ........................................................................... Not Applicable
(a)(2) ........................................................................... Not Applicable
(b) ........................................................................... 5.14
(c) ........................................................................... 6.7
317 (a)(1) ........................................................................... Not Applicable
(a)(2) ........................................................................... Not Applicable
(b) ........................................................................... 5.9
318 (a) ........................................................................... 10.10
</TABLE>
Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to
be a part of the Declaration.
<PAGE>

TABLE OF CONTENTS
[To be updated]

<TABLE>
<CAPTION>
<S> <C>
ARTICLE I INTERPRETATION AND DEFINITIONS.................................................................. 2
SECTION 1.1. Interpretation............................................................................ 2
SECTION 1.2. Certain Definitions....................................................................... 2
ARTICLE II CONTINUATION OF THE TRUST..................................................................... 11
SECTION 2.1. Name...................................................................................... 11
SECTION 2.2. Office of the Delaware Trustee; Principal Place of Business............................... 11
SECTION 2.3. Initial Contribution of Trust Property; Organizational Expenses........................... 11
SECTION 2.4. Issuance of the Preferred Securities...................................................... 12
SECTION 2.5. Issuance of the Common Securities; Subscription and Purchase of Debentures................ 12
SECTION 2.6. Declaration of Trust...................................................................... 12
SECTION 2.7. Authorization to Enter into Certain Transactions.......................................... 13
SECTION 2.8. Assets of Trust........................................................................... 16
SECTION 2.9. Title to Trust Property................................................................... 17
ARTICLE III PAYMENT ACCOUNT.............................................................................. 17
SECTION 3.1. Payment Account........................................................................... 17
ARTICLE IV DISTRIBUTIONS; REDEMPTION..................................................................... 17
SECTION 4.1. Distributions............................................................................. 17
SECTION 4.2. Redemption................................................................................ 18
SECTION 4.3. Subordination of Common Securities........................................................ 20
SECTION 4.4. Payment Procedures........................................................................ 21
SECTION 4.5. Tax Returns and Reports................................................................... 21
SECTION 4.6. Payment of Taxes, Duties, Etc. of the Trust............................................... 22
SECTION 4.7. Payments under Indenture or Pursuant to Direct Actions.................................... 22
SECTION 4.8. Liability of the Holder of Common Securities.............................................. 22
ARTICLE V TRUST SECURITIES CERTIFICATES................................................................... 22
SECTION 5.1. Initial Ownership......................................................................... 22
SECTION 5.2. The Trust Securities Certificates......................................................... 22
SECTION 5.3. Execution and Delivery of Trust Securities Certificates................................... 23
SECTION 5.4. Registration of Transfer and Exchange of Preferred Securities Certificates................ 23
SECTION 5.5. Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates........................ 24
SECTION 5.6. Persons Deemed Holders.................................................................... 24
SECTION 5.7. Access to List of Holders' Names and Addresses............................................ 25
SECTION 5.8. Maintenance of Office or Agency........................................................... 25
SECTION 5.9. Appointment of Paying Agent............................................................... 25
SECTION 5.10. Ownership of Common Securities by Depositor.............................................. 26
SECTION 5.11. Book-Entry Preferred Securities Certificates; Common Securities Certificate.............. 26
SECTION 5.12. Notices to Clearing Agency............................................................... 27
SECTION 5.13. Definitive Preferred Securities Certificates............................................. 27
SECTION 5.14. Rights of Holders........................................................................ 28
ARTICLE VI ACTS OF HOLDERS; MEETINGS; VOTING............................................................. 30
SECTION 6.1. Limitations on Voting Rights.............................................................. 30
SECTION 6.2. Notice of Meetings........................................................................ 31
SECTION 6.3. Meetings of Holders of Preferred Securities............................................... 31
SECTION 6.4. Voting Rights............................................................................. 31
SECTION 6.5. Proxies, etc.............................................................................. 32
SECTION 6.6. Holder Action by Written Consent.......................................................... 32
</TABLE>
-ii-
<PAGE>

<S> <C>
SECTION 6.7. Record Date for Voting and Other Purposes................................................. 32
SECTION 6.8. Acts of Holders........................................................................... 32
SECTION 6.9. Inspection of Records..................................................................... 33
ARTICLE VII REPRESENTATIONS AND WARRANTIES............................................................... 34
SECTION 7.1. Representations and Warranties of the Property Trustee and the Delaware Trustee........... 34
SECTION 7.2. Representations and Warranties of Depositor............................................... 35
ARTICLE VIII THE TRUSTEES................................................................................ 35
SECTION 8.1. Certain Duties and Responsibilities....................................................... 35
SECTION 8.2. Certain Notices........................................................................... 37
SECTION 8.3. Certain Rights of Property Trustee........................................................ 37
SECTION 8.4. Not Responsible for Recitals or Issuance of Securities.................................... 39
SECTION 8.5. May Hold Securities....................................................................... 40
SECTION 8.6. Compensation; Indemnity; Fees............................................................. 40
SECTION 8.7. Corporate Property Trustee Required; Eligibility of Trustees.............................. 41
SECTION 8.8. Conflicting Interests..................................................................... 42
SECTION 8.9. Co-Trustees and Separate Trustee.......................................................... 42
SECTION 8.10. Resignation and Removal; Appointment of Successor........................................ 43
SECTION 8.11. Acceptance of Appointment by Successor................................................... 45
SECTION 8.12. Merger, Conversion, Consolidation or Succession to Business.............................. 45
SECTION 8.13. Preferential Collection of Claims Against Depositor or Trust............................. 46
SECTION 8.14. Reports by Property Trustee.............................................................. 47
SECTION 8.15. Reports to the Property Trustee.......................................................... 47
SECTION 8.16. Evidence of Compliance with Conditions Precedent......................................... 47
SECTION 8.17. Number of Trustees....................................................................... 47
SECTION 8.18. Delegation of Power...................................................................... 48
ARTICLE IX TERMINATION, LIQUIDATION AND MERGER........................................................... 48
SECTION 9.1. Dissolution Upon Expiration Date.......................................................... 48
SECTION 9.2. Early Termination......................................................................... 48
SECTION 9.3. Termination............................................................................... 49
SECTION 9.4. Liquidation............................................................................... 49
SECTION 9.5. Mergers, Consolidations, Amalgamations or Replacements of the Trust....................... 51
ARTICLE X MISCELLANEOUS PROVISIONS........................................................................ 52
SECTION 10.1. Limitation of Rights of Holders.......................................................... 52
SECTION 10.2. Amendment................................................................................ 52
SECTION 10.3. Separability............................................................................. 53
SECTION 10.4. Governing Law............................................................................ 53
SECTION 10.5. Payments Due on Non-Business Day......................................................... 53
SECTION 10.6. Successors............................................................................... 54
SECTION 10.7. Headings................................................................................. 54
SECTION 10.8. Reports, Notices and Demands............................................................. 54
SECTION 10.9. Agreement Not to Petition................................................................ 55
SECTION 10.10 Application of Trust Indenture Act....................................................... 55
SECTION 10.11 Acceptance of Terms of Declaration, Guarantee and Indenture.............................. 55
</TABLE>

-iii-
<PAGE>

AMENDED AND RESTATED DECLARATION OF TRUST, dated as of __________,
_____ among (i) PROFFITT'S, INC., a Tennessee corporation (including any
successors or assigns, the "Depositor"), (ii) THE FIRST NATIONAL BANK OF
CHICAGO, a national bank organized under the laws of the United States, as
property trustee, (in each such capacity, the "Property Trustee" and, in its
separate corporate capacity and not in its capacity as Property Trustee, the
"Bank"), (iii) FIRST CHICAGO DELAWARE INC., a corporation organized under the
laws of the State of Delaware, as Delaware trustee (the "Delaware Trustee"),
(iv) James S. Scully, an individual, Douglas E. Coltharp, an individual, and
Brian J. Martin, an individual, each of whose address is c/o PROFFITT'S, INC.,
750 Lakeshore Parkway, Birmingham, Alabama 35211 (each an "Administrative
Trustee" and collectively the "Administrative Trustees") (the Property Trustee,
the Delaware Trustee and the Administrative Trustees, collectively, the
"Trustees") and (v) the several HOLDERS, as hereinafter defined.

W I T N E S S E T H :

WHEREAS, the Depositor and certain of the Trustees have heretofore
duly declared and established a business trust pursuant to the Delaware Business
Trust Act by the entering into that certain Declaration of Trust, dated as of
_______, ____ (the "Original Declaration"), and by the execution and filing by
certain of the Trustees with the Secretary of State of the State of Delaware of
the Certificate of Trust, filed on _________, ____, attached as Exhibit A; and

WHEREAS, the Depositor and the Trustees desire to amend and restate
the Original Declaration in its entirety as set forth herein to provide for,
among other things, (i) the issuance of the Common Securities by the Trust to
the Depositor, (ii) the issuance and sale of the Preferred Securities by the
Trust pursuant to the Underwriting Agreement, (iii) the acquisition by the Trust
from the Depositor of all of the right, title and interest in the Debentures and
(iv) the appointment of the Property Trustee, the Delaware Trustee, and
Administrative Trustees;

NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party, for the benefit of the other parties
and for the benefit of the Holders, hereby amends and restates the Original
Declaration in its entirety and agrees as follows:

ARTICLE I

INTERPRETATION AND DEFINITIONS

SECTION 1.1. Interpretation.
--------------

For all purposes of this Declaration, except as otherwise expressly
provided or unless the context otherwise requires:

(a) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;

(b) all other terms used herein that are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

(c) unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may be,
of this Declaration; and
<PAGE>

(d) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Declaration as a whole and not to any particular
Article, Section or other subdivision.

SECTION 1.2. Certain Definitions.
-------------------

For all purposes of this Declaration, the following terms shall have the
meanings assigned below:

"Act" has the meaning specified in Section 6.8.

"Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Additional Interest paid
by the Depositor on a Like Amount of Debentures for such period.

"Additional Interest" has the meaning specified in Section 101 of the
Indenture.

"Additional Sums" has the meaning specified in Section 1013 of the
Indenture.

"Administrative Trustee" means each of the Persons identified as an
"Administrative Trustee" in the preamble to this Declaration, solely in such
Person's capacity as Administrative Trustee of the Trust and not in such
Person's individual capacity, or such Administrative Trustee's successor in
interest in such capacity, or any successor trustee appointed as herein
provided.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, that the Trust shall not
be deemed an Affiliate of the Depositor. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

"Bank" has the meaning specified in the preamble to this Declaration.

"Bankruptcy Event" means, with respect to any Person:

(a) the entry of a decree or order by a court having jurisdiction in
the premises judging such Person a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement,
adjudication or composition of or in respect of such Person under any
applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law, or appointing a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of such Person or of
any substantial part of its property or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or
order unstayed and in effect for a period of 60 consecutive days; or

(b) the institution by such Person of proceedings to be adjudicated
a bankrupt or insolvent, or the consent by it to the institution of
bankruptcy or insolvency proceedings against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under any
applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law, or the consent by it to the filing of any such
petition or to the appointment of a receiver, liquidator, assignee,
trustee,

-2-
<PAGE>

sequestrator (or similar official) of such Person or of any substantial
part of its property, or the making by it of an assignment for the
benefit of creditors, or the admission by it in writing of its inability
to pay its debts generally as they become due and its willingness to be
adjudicated a bankrupt, or the taking of corporate action by such Person
in furtherance of any such action. "Bankruptcy Laws" has the meaning
specified in Section 10.9.

"Board Resolution" means (i) a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Depositor to have been duly adopted
by the Depositor's Board of Directors, or such committee of the Board of
Directors or officers of the Depositor to which authority to act on behalf of
the Board of Directors has been delegated, and to be in full force and effect on
the date of such certification, or (ii) a certificate signed by the authorized
officer or officers of the Depositor to whom the Board of Directors or a
committee thereof has delegated its authority and, in each case, delivered to
the Trustees.

"Book-Entry Preferred Securities Certificates" means a beneficial
interest in the Preferred Securities Certificates, ownership and transfers of
which shall be made through book entries by a Clearing Agency as described in
Section 5.11.

"Business Day" means a day other than

(a) a Saturday or Sunday,

(b) a legal holiday or day on which banking institutions in the City
of New York are authorized or required by law, regulation or executive
order to remain closed, or

(c) a day on which the Property Trustee's Corporate Trust Office or
the Corporate Trust Office of the Debenture Trustee is closed for
business.

"Certificate Depository Agreement" means the agreement among the Trust,
the Depositor and The Depository Trust Company, as the initial Clearing Agency,
dated as of the Closing Date, relating to the Preferred Securities Certificates,
substantially in the form attached as Exhibit B, as the same may be amended and
supplemented from time to time.

"Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act. The Depository Trust Company will
be the initial Clearing Agency with respect to Preferred Securities
Certificates.

"Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

"Closing Date" has the meaning specified in the Underwriting Agreement,
which date is also the date of execution and delivery of this Declaration.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this Declaration such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

-3-
<PAGE>

"Common Holder" means the holder of all or substantially all of the
Common Securities.

"Common Securities Certificate" means a certificate evidencing Common
Securities, substantially in the form attached as Exhibit C.

"Common Security" means an undivided beneficial interest in the assets of
the Trust, having a Liquidation Amount of $________ and having the rights
provided therefor in this Declaration, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

"Corporate Trust Office" means (i) when used with respect to the Property
Trustee, the principal office of the Property Trustee located at The First
National Bank of Chicago, One First National Plaza, Mail Suite 0126, Chicago,
Illinois 60670-0126; Attention: Corporate Trustee Administration, and (ii) when
used with respect to the Debenture Trustee, the principal office of the
Debenture Trustee located in ______________.

"Debenture Event of Default" means an "Event of Default" as defined in
the Indenture.

"Debenture Redemption Date" means, with respect to any Debentures to be
redeemed under the Indenture, the date fixed for redemption under the Indenture.

"Debenture Tax Event" means a "Tax Event" as defined in the Indenture.

"Debenture Trustee" means The First National Bank of Chicago, a national
bank organized under the laws of the United States, solely in its capacity as
Debenture Trustee of the Debentures and not in its individual capacity and any
successor thereto.

"Debentures" means the aggregate principal amount of the Depositor's ___%
____________________________, issued pursuant to the Indenture.

"Declaration" means this Amended and Restated Declaration of Trust, as
the same may be modified, amended or supplemented in accordance with the
applicable provisions hereof, including (i) all exhibits hereto and (ii) for all
purposes of this Declaration and any such modification, amendment or supplement,
the provisions of the Trust Indenture Act that are deemed to be a part of and
govern this Declaration and any such modification, amendment or supplement,
respectively.

"Definitive Preferred Securities Certificates" means either or both (as
the context requires) of (a) Preferred Securities Certificates representing
Book- Entry Preferred Securities Certificates as provided in Section 5.11(a) and
(b) Preferred Securities Certificates issued in certificated, fully registered
form as provided in Section 5.13.

"Delaware Business Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. (ss.) 3801, et seq., as it may be amended from time to
time.

"Delaware Trustee" means the Person identified as the "Delaware Trustee"
in the preamble to this Declaration, solely in its capacity as Delaware Trustee
of the Trust and not in its individual capacity, or its successor in interest in
such capacity, or any successor trustee appointed as herein provided.

"Depositor" has the meaning specified in the preamble to this
Declaration.

-4-
<PAGE>

"Distribution Date" has the meaning specified in Section 4.1(a).

"Distributions" means amounts payable in respect of Trust Securities
as provided in Section 4.1.

"Early Termination Event" has the meaning specified in Section 9.2.

"Event of Default" means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

(a) the occurrence of a Debenture Event of Default; or

(b) default by the Property Trustee in the payment of any
Distribution when it becomes due and payable, and continuation of such
default for a period of 30 days; or

(c) default by the Property Trustee in the payment of any
Redemption Price of any Trust Security when it becomes due and
payable; or

(d) default in the performance, or breach, in any material
respect, of any covenant or warranty of the Trustees in this
Declaration (other than a covenant or warranty a default in the
performance or breach of which is described in clause (b) or (c)
above) and continuation of such default or breach for a period of 60
days after there has been given, by registered or certified mail, to
the defaulting Trustee or Trustees by the Holders of at least 25% in
aggregate Liquidation Amount of the Outstanding Preferred Securities a
written notice specifying such default or breach and requiring it to
be remedied and stating that such notice is a "Notice of Default"
hereunder; or

(e) the occurrence of a Bankruptcy Event with respect to the
Property Trustee and the failure by the Depositor to appoint a
successor Property Trustee within 90 days thereof.

"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time and the rules and regulations promulgated thereunder by the
Commission.

"Expense Agreement" means the Agreement as to Expenses and Liabilities
between the Depositor and the Trust, substantially in the form attached as
Exhibit D, as amended from time to time.

"Expiration Date" has the meaning specified in Section 9.1.

"Guarantee" means the Guarantee Agreement executed and delivered by
the Depositor and The First National Bank of Chicago, as trustee,
contemporaneously with the execution and delivery of this Declaration, for the
benefit of the holders of the Preferred Securities, as amended from time to
time.

"Holder" means a Person in whose name a Trust Security or Trust
Securities is registered in the Securities Register; any such Person shall be a
beneficial owner within the meaning of the Delaware Business Trust Act;
provided, however, that for purposes of determining whether the Holders of the
requisite amount of Preferred Securities have voted on any matter provided for
in this Declaration, so long as Definitive Preferred Securities Certificates
have not been issued as provided in Section 5.13, the term "Holders" shall refer
to the Owners.

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<PAGE>

"Indenture" means the Subordinated Debt Securities Indenture, dated as
of _______________, _____ between the Depositor and the Debenture Trustee, as
trustee, as amended or supplemented from time to time.

"Investment Company Event" means the receipt by the Trust of an
opinion of counsel to the Depositor experienced in such matters (which may be
counsel to the Depositor) to the effect that, as a result of the occurrence of a
change in law or regulation or a written change (including any announced
prospective change) in interpretation or application of law or regulation by any
legislative body, court, governmental agency or regulatory authority, there is
more than an insubstantial risk that the Trust is or will be considered an
"investment company" that is required to be registered under the 1940 Act, which
change or prospective change becomes effective or would become effective, as the
case may be, on or after the date of the issuance of the Preferred Securities.

"Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

"Like Amount" means (a) with respect to a redemption of Trust
Securities, Trust Securities having a Liquidation Amount equal to the principal
amount of Debentures to be contemporaneously redeemed in accordance with the
Indenture the proceeds of which will be used to pay the Redemption Price of such
Trust Securities, and (b) with respect to a distribution of Debentures to
Holders in connection with a dissolution or liquidation of the Trust, Debentures
having a principal amount equal to the aggregate Liquidation Amount of the Trust
Securities of the Holder to whom such Debentures are distributed. "Liquidation
Amount" means the stated amount of $________ per Trust Security.

"Liquidation Date" means the date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a dissolution and
liquidation of the Trust pursuant to Section 9.4(a).

"Liquidation Distribution" has the meaning specified in Section
9.4(d).

"1940 Act" means the Investment Company Act of 1940, as amended.

"Officers' Certificate" means a certificate signed by the President or
a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary, of the Depositor, and delivered to the appropriate
Trustee. One of the officers signing an Officers' Certificate given pursuant to
Section 8.16 shall be the principal executive, financial or accounting officer
of the Depositor. Any Officers' Certificate delivered with respect to compliance
with a covenant or condition provided for in this Declaration shall include:

(a) a statement that each officer signing the Officers'
Certificate has read the covenant or condition and the definitions
relating thereto;

(b) a brief statement of the nature and scope of the examination
or investigation undertaken by each officer in rendering the Officers'
Certificate;

(c) a statement that each such officer has made such examination
or investigation as, in such officer's opinion, is necessary to enable
such officer to express an informed opinion as to whether or not such
covenant or condition has been complied with; and

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<PAGE>

(d) a statement as to whether, in the opinion of each such
officer, such condition or covenant has been complied with.

"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Trust, the Property Trustee or the Depositor and who shall be
reasonably acceptable to the Property Trustee.

"Original Declaration" has the meaning specified in the recitals to
this Declaration.

"Outstanding", when used with respect to Trust Securities, means, as
of the date of determination, all Trust Securities theretofore executed and
delivered under this Declaration, except:

(a) Trust Securities theretofore canceled by the Securities
Registrar or delivered to the Securities Registrar for cancellation;

(b) Trust Securities for the payment or redemption of which money
in the necessary amount theretofore has been deposited with the
Property Trustee or any Paying Agent for the Holders of such Trust
Securities; provided that, if such Trust Securities are to be
redeemed, notice of such redemption has been duly given pursuant to
this Declaration;

(c) Trust Securities which have been paid or in exchange for or
in lieu of which other Preferred Securities have been executed and
delivered pursuant to Sections 5.4, 5.5, 5.11 and 5.13; provided,
however, that in determining whether the Holders of the requisite
aggregate Liquidation Amount of Outstanding Preferred Securities have
given any request, demand, authorization, direction, notice, consent
or waiver hereunder, Preferred Securities owned by the Depositor, any
Trustee or any Affiliate of the Depositor or any Trustee shall be
disregarded and deemed not to be Outstanding, except that (a) in
determining whether any Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or
waiver, only Preferred Securities that a Responsible Officer of such
Trustee actually knows to be so owned shall be so disregarded; and

(d) the foregoing shall not apply at any time when all the
outstanding Preferred Securities are owned by the Depositor, one or
more of the Trustees and/or any such Affiliate. Preferred Securities
so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the
Administrative Trustees the pledgee's right so to act with respect to
such Preferred Securities and that the pledgee is not the Depositor or
any Affiliate of the Depositor.

"Owner" means each Person who is the beneficial owner of a Book-Entry
Preferred Securities Certificate as reflected in the records of the Clearing
Agency or, if a Clearing Agency Participant is not the Owner, then as reflected
in the records of a Person maintaining an account with such Clearing Agency
(directly or indirectly, in accordance with the rules of such Clearing Agency).

"Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.9 and shall initially be the Bank.

"Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee with the Bank in its trust
department for the benefit of the Holders in which all

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<PAGE>

amounts paid in respect of the Debentures will be held and from which the
Property Trustee, through the Paying Agent, shall make payments to the Holders
in accordance with Sections 4.1 and 4.2.

"Person" means any individual, corporation, association partnership,
joint venture, trust, limited liability company or corporation, unincorporated
organization or government or any agency or political subdivision thereof.

"Preferred Security" means an undivided beneficial interest in the
assets of the Trust, having a Liquidation Amount of $______ and having the
rights provided therefor in this Declaration, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

"Preferred Securities Certificate" means a certificate evidencing
Preferred Securities, substantially in the form attached as Exhibit E.

"Property Trustee" means the Person identified as the "Property
Trustee" in the preamble to this Declaration, solely in its capacity as Property
Trustee of the Trust and not in its individual capacity, or its successor in
interest in such capacity, or any successor property trustee appointed as herein
provided.

"Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for redemption thereof; provided that each Debenture
Redemption Date and the stated maturity of the Debentures shall be a Redemption
Date for a Like Amount of Trust Securities.

"Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount thereof, plus accumulated and unpaid Distributions to the
Redemption Date, plus the related amount of the premium, if any, paid by the
Depositor upon the concurrent redemption of a Like Amount of Debentures,
allocated pro rata (based on Liquidation Amounts) among the Trust Securities.

"Relevant Trustee" has the meaning specified in Section 8.10.

"Responsible Officer" shall mean when used with respect to the
Property Trustee any officer within the Corporate Trust Office including any
Vice President, Managing Director, Assistant Vice President, Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer's
knowledge and familiarity with the particular subject.

"Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.4.

"Trust" means the Delaware business trust heretofore created, and
continued hereby, and identified on the cover page to this Declaration.

"Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this Declaration is executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

"Trust Property" means (a) the Debentures, (b) the rights of the Trust
under the Expense Agreement, (c) any cash on deposit in, or owing to, the
Payment Account and (d) all proceeds and rights in

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<PAGE>

respect of the foregoing and any other property and assets for the time being
held or deemed to be held by the Property Trustee pursuant to the trusts of this
Declaration.

"Trust Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

"Trust Security" means any one of the Common Securities or the
Preferred Securities.

"Trustees" means, collectively, the Property Trustee, the Delaware
Trustee, and the Administrative Trustees.

"Underwriting Agreement" means the Underwriting Agreement, dated as of
____________, _____, among the Trust, the Depositor and the several underwriters
named therein.

ARTICLE II

CONTINUATION OF THE TRUST

SECTION 2.1. Name.
----

The Trust continued hereby shall be known as "_____ Capital Trust __",
as such name may be modified from time to time by the Administrative Trustees
following written notice to the Holders of Trust Securities and the other
Trustees, in which name the Trustees may conduct the business of the Trust, make
and execute contracts and other instruments on behalf of the Trust and sue and
be sued.

SECTION 2.2. Office of the Delaware Trustee; Principal Place of Business.
-----------------------------------------------------------

The name and address of the Delaware Trustee, with a principal place
of business in the State of Delaware, is First Chicago Delaware Inc., 300 King
Street, Wilmington, Delaware 19801, Attention: Mike Majchrzak, or such other
address in the State of Delaware as the Delaware Trustee may designate by
written notice to the Holders and the Depositor. The principal executive office
of the Trust is in care of Proffitt's, Inc., 750 Lakeshore Parkway, Birmingham,
Alabama 35211.

SECTION 2.3. Initial Contribution of Trust Property; Organizational Expenses.
---------------------------------------------------------------

The Property Trustee acknowledges receipt in trust from the Depositor
in connection with the Original Declaration of the sum of $10, which constituted
the initial Trust Property. The Depositor shall pay organizational expenses of
the Trust as they arise or shall, upon request of any Trustee, promptly
reimburse such Trustee for any such expenses paid by such Trustee. The Depositor
shall make no claim upon the Trust Property for the payment of such expenses.

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<PAGE>

SECTION 2.4. Issuance of the Preferred Securities.
------------------------------------

The Depositor, on behalf of the Trust and pursuant to the Original
Declaration, executed and delivered the Underwriting Agreement.
Contemporaneously with the execution and delivery of this Declaration, an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement
Preferred Securities Certificates, registered in the name of the nominee of the
initial Clearing Agency, representing ________ Preferred Securities, having an
aggregate Liquidation Amount of $________ against receipt of the aggregate
purchase price of such Preferred Securities of $_________ which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.

SECTION 2.5. Issuance of the Common Securities; Subscription and Purchase of
---------------------------------------------------------------
Debentures.
- ----------

Contemporaneously with the execution and delivery of this Declaration,
an Administrative Trustee, on behalf of the Trust, shall execute in accordance
with Section 5.2 and deliver to the Depositor Common Securities Certificates,
registered in the name of the Depositor, representing ______ Common Securities,
having an aggregate Liquidation Amount of $________, against payment by the
Depositor of such amount, which amount such Administrative Trustee shall
promptly deliver to the Property Trustee. Contemporaneously therewith, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Depositor Debentures, registered in the name of the Property Trustee
and having an aggregate principal amount of $____________, and, in satisfaction
of the purchase price for such Debentures, the Property Trustee, on behalf of
the Trust, shall deliver to the Depositor the sum of $____________ (being the
sum of the amounts delivered to the Property Trustee pursuant to (i) the second
sentence of Section 2.4 and (ii) the first sentence of this Section 2.5).

SECTION 2.6. Declaration of Trust.
--------------------

The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities and to use the proceeds from such sale to acquire
Debentures, and (b) to engage in those activities necessary, convenient or
incidental thereto. The Depositor hereby appoints the Trustees as trustees of
the Trust, each to have all the rights, powers and duties of such Trustee set
forth herein, and the Trustees hereby accept such appointment. The Property
Trustee hereby declares that it will hold the Trust Property in trust upon and
subject to the conditions set forth herein for the benefit of the Trust and the
Holders. The Administrative Trustees shall have all rights, powers and duties
set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. Notwithstanding anything in this
Declaration to the contrary, the Delaware Trustee shall not be entitled to
exercise any powers or authority (except to the extent required under the
Delaware Business Trust Act), nor shall the Delaware Trustee have any of the
duties and responsibilities, of the Trustees collectively, the Property Trustee
or the Administrative Trustees set forth herein. Notwithstanding any provision
to the contrary in this Declaration or elsewhere, the Delaware Trustee shall be
one of the trustees of the Trust for the sole and limited purpose of fulfilling
the requirements of Section 3807(a) of the Delaware Business Trust Act and
(except for such duties of the Delaware Trustee as may be expressly set forth
herein) the Delaware Trustee (both as such and in its individual capacity) shall
have no duties or liabilities to any Person under this Declaration or otherwise
in respect of or in connection with the Trust, the Trust Securities, or its
serving as a trustee of the Trust.

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<PAGE>

SECTION 2.7. Authorization to Enter into Certain Transactions.
------------------------------------------------

(a) The Trustees shall conduct the affairs of the Trust in accordance with
the terms of this Declaration. Subject to the limitations set forth in Section
2.7(b), and in accordance with the following clauses (i) and (ii), the Trustees
shall have the authority to enter into all transactions and agreements
determined by the Trustees to be appropriate in exercising the authority,
express or implied, otherwise granted to the Trustees under this Declaration,
and to perform all acts in furtherance thereof, including without limitation the
following:

(i) As among the Trustees, each Administrative Trustee shall have the
power and authority to act on behalf of the Trust with respect to the
following matters:

(A) the issuance and sale of the Trust Securities;

(B) to cause the Trust to enter into, and to execute, deliver and
perform on behalf of the Trust, the Expense Agreement and the
Certificate Depository Agreement and such other agreements as may be
necessary or desirable in connection with the purposes and function of
the Trust;

(C) assisting in the registration of the Preferred Securities under
the Securities Act of 1933, as amended, and under state securities or
blue sky laws, and the qualification of this Declaration as a trust
indenture under the Trust Indenture Act;

(D) assisting in the listing of the Preferred Securities upon such
securities exchange or exchanges as shall be determined by the
Depositor and the registration of the Preferred Securities under the
Exchange Act, and the preparation and filing of all periodic and other
reports and other documents pursuant to the foregoing;

(E) the sending of notices (other than notices of default) and other
information regarding the Trust Securities and the Debentures to the
Holders in accordance with this Declaration;

(F) the appointment of a Paying Agent and Securities Registrar in
accordance with this Declaration;

(G) registering transfer of the Trust Securities in accordance with
this Declaration;

(H) to the extent provided in this Declaration, the winding up of
the affairs of and liquidation of the Trust and the preparation,
execution and filing of the certificate of cancellation with the
Secretary of State of the State of Delaware;

(I) unless otherwise required by the Trust Indenture Act, to execute
on behalf of the Trust (either acting alone or together with any or all
of the Administrative Trustees) any documents that the Administrative
Trustees have the power to execute pursuant to this Declaration; and

(J) the taking of any action incidental or convenient to the
foregoing as the Administrative Trustees may from time to time
determine is necessary or advisable to give

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<PAGE>

effect to the terms of this Declaration for the benefit of the Holders
(without consideration of the effect of any such action on any
particular Holder).

(ii) As among the Trustees, the Property Trustee shall have the power,
duty and authority to act on behalf of the Trust with respect to the
following matters:

(A) the establishment of the Payment Account;

(B) the receipt of the Debentures;

(C) the collection of interest, principal and any other payments
made in respect of the Debentures in the Payment Account;

(D) the distribution through the Paying Agent of amounts owed to the
Holders in respect of the Trust Securities;

(E) the exercise of all of the rights, powers and privileges of a
holder of the Debentures;

(F) the sending of notices of default and other information
regarding the Trust Securities and the Debentures to the Holders in
accordance with this Declaration;

(G) the distribution of the Trust Property in accordance with the
terms of this Declaration;

(I) after an Event of Default (other than under paragraph (b), (c),
(d) or (e) of the definition of such term if such Event of Default is
by or with respect to the Property Trustee) the taking of any action
incidental or convenient to the foregoing as the Property Trustee may
from time to time determine is necessary or advisable to give effect to
the terms of this Declaration and protect and conserve the Trust
Property for the benefit of the Holders (without consideration of the
effect of any such action on any particular Holder); and

(J) except as otherwise provided in this Section 2.7(a)(ii), the
Property Trustee shall have none of the duties, liabilities, powers or
the authority of the Administrative Trustees set forth in Section
2.7(a)(i).

(b) So long as this Declaration remains in effect, the Trust (or the
Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trustees shall not (i) acquire any investments or
engage in any activities not authorized by this Declaration, (ii) sell, assign,
transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the
Trust Property or interests therein, including to Holders, except as expressly
provided herein, (iii) take any action that would cause the Trust to become
taxable as a corporation for United States federal income tax purposes, (iv)
incur any indebtedness for borrowed money or issue any other debt or (v) take or
consent to any action that would result in the placement of a Lien on

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<PAGE>

any of the Trust Property. The Administrative Trustees shall defend all claims
and demands of all Persons at any time claiming any Lien on any of the Trust
Property adverse to the interest of the Trust or the Holders in their capacity
as Holders.

(c) In connection with the issue and sale of the Preferred Securities, the
Depositor shall have the right and responsibility to assist the Trust with
respect to, or effect on behalf of the Trust, the following (and any actions
taken by the Depositor in furtherance of the following prior to the date of this
Declaration are hereby ratified and confirmed in all respects): (i) the
preparation and filing by the Trust with the Commission and the execution on
behalf of the Trust of a registration statement on the appropriate form in
relation to the Preferred Securities, including any amendments thereto; (ii) the
determination of the States in which to take appropriate action to qualify or
register for sale all or part of the Preferred Securities and the determination
of any and all such acts, other than actions which must be taken by or on behalf
of the Trust, and the advice to the Trustees of actions they must take on behalf
of the Trust, and the preparation for execution and filing of any documents to
be executed and filed by the Trust or on behalf of the Trust, as the Depositor
deems necessary or advisable in order to comply with the applicable laws of any
such States; (iii) the preparation for filing by the Trust and execution on
behalf of the Trust of an application to the New York Stock Exchange or any
other national stock exchange or the Nasdaq National Market for listing, upon
notice of issuance, of any Preferred Securities; (iv) the preparation for filing
by the Trust with the Commission and the execution on behalf of the Trust of a
registration statement on Form 8-A relating to the registration of the Preferred
Securities under Section 12(b) or 12(g) of the Exchange Act, including any
amendments thereto; (v) the negotiation of the terms of, and the execution and
delivery of, the Underwriting Agreement providing for the sale of the Preferred
Securities; and (vi) the taking of any other actions necessary or desirable to
carry out any of the foregoing activities.

(d) Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust will not be deemed to be an "investment
company" required to be registered under the 1940 Act, or to be classified as an
association taxable as a corporation for United States federal income tax
purposes and so that the Debentures will be treated as indebtedness of the
Depositor for United States federal income tax purposes. In this connection, the
Depositor and the Administrative Trustees are authorized to take any action, not
inconsistent with applicable law, the Certificate of Trust or this Declaration,
that each of the Depositor and any Administrative Trustee determines in its
discretion to be necessary or desirable for such purposes, as long as such
action does not adversely affect in any material respect the interests of the
Holders of the Preferred Securities.

SECTION 2.8. Assets of Trust.
---------------

The assets of the Trust shall consist of the Trust Property.

SECTION 2.9. Title to Trust Property.
-----------------------

Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee for the benefit of the Trust and the Holders in accordance
with this Declaration.

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<PAGE>

ARTICLE III

PAYMENT ACCOUNT

SECTION 3.1. Payment Account.
---------------

(a) On or prior to the Closing Date, the Property Trustee shall establish
the Payment Account. The Property Trustee and any agent of the Property Trustee
shall have exclusive control and sole right of withdrawal with respect to the
Payment Account for the purpose of making deposits in and withdrawals from the
Payment Account in accordance with this Declaration. All monies and other
property deposited or held from time to time in the Payment Account shall be
held by the Property Trustee in the Payment Account for the exclusive benefit of
the Holders and for distribution as herein provided, including (and subject to)
any priority of payments provided for herein.

(b) The Property Trustee shall deposit in the Payment Account, promptly
upon receipt, all payments of principal of or interest on, and any other
payments or proceeds in respect of, the Debentures.

ARTICLE IV

DISTRIBUTIONS; REDEMPTION

SECTION 4.1. Distributions.
-------------

(a) The Trust Securities represent undivided beneficial interests in the
Trust Property, and Distributions (including of Additional Amounts) will be made
on the Trust Securities at the rate and on the dates that payments of interest
(including Additional Interest) are made on the Debentures. Accordingly:

(i) Distributions on the Trust Securities shall be cumulative, and will
accumulate whether or not there are funds of the Trust available for the
payment of Distributions. Distributions shall accrue from ____________,
and, except to the extent that the Depositor exercises its right to defer
the payment of interest on the Debentures in accordance with the Indenture,
shall be payable semi-annually in arrears on ________ and ___________ of
each year, commencing on ____________. If any date on which a Distribution
otherwise would be payable on the Trust Securities is not a Business Day,
then the payment of such Distribution shall be made on the next succeeding
day that is a Business Day (and without any interest or other payment in
respect of any such delay), or, if such Business Day falls in the next
calendar year, on the immediately preceding Business Day, in each case,
with the same force and effect as if made on such date (each date on which
Distributions are payable in accordance with this Section 4.1(a), a
"Distribution Date").

(ii) Assuming that payments of interest on the Debentures are made when
due (and before giving effect to Additional Amounts, if applicable),
Distributions on the Trust Securities shall be payable at a rate of _____%
per annum of the Liquidation Amount of the Trust Securities. The amount of
Distributions payable for any full period shall be computed on the basis of
a 360-day year of twelve 30-day months. The amount of Distributions for any
partial period shall be computed on the basis of the number of days elapsed
in a 360-day year of twelve 30-day months. The amount of Distributions
payable for any period shall include the Additional Amounts, if any.

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<PAGE>

(iii) Distributions on the Trust Securities shall be made by the
Property Trustee from the Payment Account and shall be payable on each
Distribution Date only to the extent that the Trust has funds then on hand
and available in the Payment Account for the payment of such Distributions.

(b) Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date for such
Distribution Date, which shall be one Business Day prior to such Distribution
Date; provided, however, that in the event that the Preferred Securities do not
remain in book-entry-only form, the relevant record date for a Distribution Date
shall be the date 15 days prior to such Distribution Date.

SECTION 4.2. Redemption.
----------

(a) On each Debenture Redemption Date and upon the stated maturity of the
Debentures, the Trust will be required to redeem or pay off a Like Amount of
Trust Securities at the Redemption Price.

(b) Notice of redemption shall be given by the Property Trustee by first-
class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior
to the Redemption Date to each Holder of Trust Securities to be redeemed, at
such Holder's address appearing in the Security Register. All notices of
redemption shall state:

(i) the Redemption Date;

(ii) the Redemption Price;

(iii) the CUSIP number;

(iv) if less than all the Outstanding Trust Securities are to be
redeemed, the identification, to the extent possible, and the aggregate
Liquidation Amount of the Trust Securities to be redeemed; and

(v) that on the Redemption Date the Redemption Price in respect of each
such Trust Security to be redeemed will be due and that Distributions
thereon will cease to accrue on and after said date.

(c) The Trust Securities redeemed on each Redemption Date shall be redeemed
at the Redemption Price with the proceeds from the contemporaneous redemption of
Debentures. Redemptions of the Trust Securities shall be made and the Redemption
Price shall be due on each Redemption Date only to the extent that the Trust has
funds then on hand and available in the Payment Account for the payment of such
Redemption Price.

(d) If the Property Trustee gives a notice of redemption in respect of any
Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption
Date, subject to Section 4.2(c), the Property Trustee will, so long as the
Preferred Securities are in book-entry-only form, irrevocably deposit with the
Clearing Agency for the Preferred Securities funds sufficient to pay the
applicable Redemption Price. If the Preferred Securities are no longer in book-
entry-only form, the Property Trustee, subject to Section 4.2(c), will
irrevocably deposit with the Paying Agent funds sufficient to pay the applicable
Redemption Price and will give the Paying Agent irrevocable instructions and
authority to pay the Redemption Price to the

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<PAGE>

Holders thereof upon surrender of their Preferred Securities Certificates.
Notwithstanding the foregoing, any Distribution the Distribution Date for which
shall occur on or prior to the Redemption Date for any Trust Securities called
for redemption shall be payable to the Holders of such Trust Securities as they
appear on the Securities Register on the relevant record date for such
Distribution Date. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all rights of Holders
of Trust Securities so called for redemption will cease with respect to such
Trust Securities, except the right of such Holders to receive the Redemption
Price therefor and any Distribution thereon the Distribution Date for which
shall occur on or prior to the Redemption Date, but without interest, and such
Trust Securities will cease to be Outstanding. In the event that any date on
which any Redemption Price is payable is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay), or, if such Business Day falls in the next calendar year, on
the immediately preceding Business Day, in each case, with the same force and
effect as if made on such date. In the event that payment of the Redemption
Price for any Trust Securities called for redemption is improperly withheld or
refused and not paid either by the Trust or by the Depositor pursuant to the
Guarantee, Distributions on such Trust Securities will continue to accumulate,
at the then applicable rate, from the Redemption Date originally established by
the Trust for such Trust Securities to the date such Redemption Price is
actually paid, in which case the actual payment date will be the date fixed for
redemption for purposes of calculating the Redemption Price.

(e) Payment of the Redemption Price for Trust Securities shall be made to
the Holders thereof as they appear on the Securities Register on the relevant
record date for the Redemption Date, which shall be one Business Day prior to
such Redemption Date; provided, however, that in the event that the Preferred
Securities do not remain in book-entry-only form, the relevant record date for a
Redemption Date shall be the date 15 days prior to such Redemption Date.

(f) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated pro
rata (based on Liquidation Amounts) among the Common Securities and the
Preferred Securities. The particular Preferred Securities to be redeemed shall
be selected pro rata (based upon Liquidation Amounts) not more than 60 days
prior to the Redemption Date by the Property Trustee from the Outstanding
Preferred Securities not previously called for redemption, by such method
(including, without limitation, by lot) as the Property Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to $________ or an integral multiple of $_____ in excess
thereof) of the Liquidation Amount of Preferred Securities of a denomination
larger than $_____. The Property Trustee shall promptly notify the Security
Registrar in writing of the Preferred Securities selected for redemption and, in
the case of any Preferred Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed. For all purposes of this Declaration,
unless the context otherwise requires, all provisions relating to the redemption
of Preferred Securities shall relate, in the case of any Preferred Securities
redeemed or to be redeemed only in part, to the portion of the Liquidation
Amount of Preferred Securities that has been or is to be redeemed.

SECTION 4.3. Subordination of Common Securities.
----------------------------------

(a) Payment of Distributions (including Additional Amounts, if applicable)
on, and the Redemption Price of, the Trust Securities, as applicable, shall be
made, subject to Section 4.2(f), pro rata (based on Liquidation Amounts) among
the Common Securities and the Preferred Securities; provided, however, that if
on any Distribution Date or Redemption Date any Event of Default resulting from
a Debenture Event of Default shall have occurred and be continuing, no payment
of any Distribution

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<PAGE>

(including Additional Amounts, if applicable) on, or Redemption Price of, any
Common Security, and no other payment on account of the redemption, liquidation
or other acquisition of Common Securities, shall be made unless payment in full
in cash of all accumulated and unpaid Distributions (including Additional
Amounts, if applicable) on all Outstanding Preferred Securities for all
Distribution periods terminating on or prior thereto, or in the case of payment
of the Redemption Price the full amount of such Redemption Price on all
Outstanding Preferred Securities, shall have been made or provided for, and all
funds immediately available to the Property Trustee shall first be applied to
the payment in full in cash of all Distributions (including Additional Amounts,
if applicable) on, or the Redemption Price of, Preferred Securities then due.

(b) In the event of the occurrence of any Event of Default resulting from
any Debenture Event of Default, the Holder of Common Securities will be deemed
to have waived any right to act with respect to any such Event of Default under
this Declaration until the effect of all such Events of Default with respect to
the Preferred Securities have been cured, waived or otherwise eliminated. Until
any such Event of Default under this Declaration with respect to the Preferred
Securities has been so cured, waived or otherwise eliminated, the Property
Trustee shall act solely on behalf of the Holders of the Preferred Securities
and not the Holder of the Common Securities, and only the Holders of the
Preferred Securities will have the right to direct the Property Trustee to act
on their behalf.

SECTION 4.4. Payment Procedures.
------------------

Payments of Distributions (including Additional Amounts, if applicable) in
respect of the Preferred Securities shall be made by check mailed to the address
of the Person entitled thereto as such address shall appear on the Securities
Register or, if the Preferred Securities are held by a Clearing Agency, such
Distributions shall be made to such Clearing Agency in immediately available
funds, which shall credit the relevant Persons' accounts at such Clearing Agency
on the relevant Distribution Dates. Payments in respect of the Common Securities
shall be made in such manner as shall be mutually agreed between the Property
Trustee and the Common Holder.

SECTION 4.5. Tax Returns and Reports.
-----------------------

The Administrative Trustees shall prepare (or cause to be prepared), at the
Depositor's expense, and file all United States federal, state and local tax and
information returns and reports required to be filed by or in respect of the
Trust. In this regard, the Administrative Trustees shall (a) prepare and file
(or cause to be prepared and filed) the appropriate Internal Revenue Service
Form required to be filed in respect of the Trust in each taxable year of the
Trust and (b) prepare and furnish (or cause to be prepared and furnished) to
each Holder the appropriate Internal Revenue Service Form required to be
provided on such form. The Administrative Trustees shall provide the Depositor
and the Property Trustee with a copy of all such returns and reports promptly
after such filing or furnishing. The Trustees shall comply with United States
federal withholding and backup withholding tax laws and information reporting
requirements with respect to any payments to Holders under the Trust Securities.

SECTION 4.6. Payment of Taxes, Duties, Etc. of the Trust.
-------------------------------------------

Upon receipt under the Debentures of Additional Sums, the Property Trustee
shall promptly pay any taxes, duties or governmental charges of whatsoever
nature (other than withholding taxes) imposed on the Trust by the United States
or any other taxing authority.

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<PAGE>

SECTION 4.7. Payments under Indenture or Pursuant to Direct Actions.
------------------------------------------------------

Any amount payable hereunder to any Holder of Preferred Securities shall be
reduced by the amount of any corresponding payment such Holder (or an Owner with
respect to the Holder's Preferred Securities) has directly received pursuant to
Section 508 of the Indenture or Section 5.14 of this Declaration.

SECTION 4.8. Liability of the Holder of Common Securities.
--------------------------------------------

The Holder of the Common Securities shall be liable for the debts and
obligations of the Trust as set forth in the Expense Agreement.

ARTICLE V

TRUST SECURITIES CERTIFICATES

SECTION 5.1. Initial Ownership.
-----------------

Upon the creation of the Trust and the contribution by the Depositor
pursuant to Section 2.3 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are Outstanding, the Depositor shall
be the sole beneficial owner of the Trust.

SECTION 5.2. The Trust Securities Certificates.
---------------------------------

The Preferred Securities Certificates shall be issued in minimum
denominations of $_____ Liquidation Amount and integral multiples of $_____ in
excess thereof, and the Common Securities Certificates shall be issued in
denominations of $_____ Liquidation Amount and integral multiples thereof. The
Trust Securities Certificates shall be executed on behalf of the Trust by manual
or facsimile signature of at least one Administrative Trustee. Trust Securities
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, shall be validly issued and entitled to the benefits of
this Declaration, notwithstanding that such individuals or any of them shall
have ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Holder, and shall be entitled to the rights and subject to the
obligations of a Holder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 5.4, 5.11
and 5.13.

SECTION 5.3. Execution and Delivery of Trust Securities Certificates.
-------------------------------------------------------

At the Closing Date, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of the Trust and delivered to or
upon the written order of the Depositor, signed by its chairman of the board,
its president, any executive vice president or any vice president, treasurer or
assistant treasurer or controller without further corporate action by the
Depositor, in authorized denominations.

SECTION 5.4. Registration of Transfer and Exchange of Preferred Securities
-------------------------------------------------------------
Certificates.
- ------------

The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers

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<PAGE>

and exchanges of Preferred Securities Certificates (the "Securities Register"),
in which the registrar designated by the Depositor (the "Securities Registrar"),
subject to such reasonable regulations as it may prescribe, shall provide for
the registration of Preferred Securities Certificates and Common Securities
Certificates (subject to Section 5.10 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Preferred
Securities Certificates as herein provided. The Bank shall be the initial
Securities Registrar. The provisions of Sections 8.1, 8.3 and 8.6 shall apply to
the Bank also in its role as Securities Registrar, for so long as the Bank shall
act as Securities Registrar.

Upon surrender for registration of transfer of any Preferred Securities
Certificate at the office or agency maintained pursuant to Section 5.8, the
Administrative Trustees or any one of them shall execute and deliver, in the
name of the designated transferee or transferees, one or more new Preferred
Securities Certificates in authorized denominations of a like aggregate
Liquidation Amount dated the date of execution by such Administrative Trustee or
Trustees.

The Securities Registrar shall not be required to register the transfer of
any Preferred Securities that have been called for redemption. At the option of
a Holder, Preferred Securities Certificates may be exchanged for other Preferred
Securities Certificates in authorized denominations of the same class and of a
like aggregate Liquidation Amount upon surrender of the Preferred Securities
Certificates to be exchanged at the office or agency maintained pursuant to
Section 5.8.

Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to an Administrative Trustee and the
Securities Registrar duly executed by the Holder or his attorney duly authorized
in writing. Each Preferred Securities Certificate surrendered for registration
of transfer or exchange shall be canceled and subsequently disposed of by an
Administrative Trustee or Securities Registrar in accordance with such Person's
customary practice.

No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, but the Securities Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Preferred
Securities Certificates.

The Property Trustee shall not be required to ensure or verify compliance
with securities laws, including the Securities Act, Exchange Act and 1940 Act,
in connection with transfers and exchanges of Preferred Securities Certificates.

SECTION 5.5. Mutilated, Destroyed, Lost or Stolen Trust Securities
-----------------------------------------------------
Certificates.

If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate and (b) there shall be delivered to the Securities Registrar and the
Administrative Trustees such security or indemnity as may be required by them to
save each of them harmless, then in the absence of notice that such Trust
Securities Certificate shall have been acquired by a protected purchaser, the
Administrative Trustees, or any one of them, on behalf of the Trust shall
execute and make available for delivery, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust
Securities Certificate of like class, tenor and denomination. In connection with
the issuance of any new Trust Securities Certificate under this Section, the
Administrative Trustees or the Securities Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith. Any duplicate Trust Securities

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<PAGE>

Certificate issued pursuant to this Section shall constitute conclusive evidence
of an undivided beneficial interest in the Trust Property, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

SECTION 5.6. Persons Deemed Holders.
----------------------

The Trustees or the Securities Registrar shall treat the Person in whose
name any Trust Securities Certificate shall be registered in the Securities
Register as the owner of such Trust Securities Certificate for the purpose of
receiving Distributions and for all other purposes whatsoever, and neither the
Trustees nor the Securities Registrar shall be bound by any notice to the
contrary.

SECTION 5.7. Access to List of Holders' Names and Addresses.
----------------------------------------------

Each Holder and each Owner shall be deemed to have agreed not to hold the
Depositor, or any of the Trustees, accountable by reason of the disclosure of
its name and address, regardless of the source from which such information was
derived.

SECTION 5.8. Maintenance of Office or Agency.
-------------------------------

The Administrative Trustees shall maintain an office or offices or agency
or agencies where Preferred Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustees in respect of the Trust Securities Certificates may be served. The
Administrative Trustees initially designate Proffitt's, Inc., 750 Lakeshore
Parkway, Birmingham, Alabama 35211, Attention: James S. Scully, as its principal
corporate trust office for such purposes. The Administrative Trustees shall give
prompt written notice to the Depositor and to the Holders of any change in the
location of the Securities Register or any such office or agency.

SECTION 5.9. Appointment of Paying Agent.
---------------------------

The Paying Agent shall make Distributions to Holders from the Payment
Account and shall report the amounts of such Distributions to the Property
Trustee and the Administrative Trustees. Any Paying Agent shall have the power
to receive funds from the Payment Account for the purpose of making the
Distributions referred to above. The Administrative Trustees may revoke such
power and remove the Paying Agent if such Trustees determine in their sole
discretion that the Paying Agent shall have failed to perform its obligations
under this Declaration in any material respect. The Paying Agent shall initially
be the Bank, and any co- paying agent chosen by the Bank, and acceptable to the
Administrative Trustees and the Depositor. Any Person acting as Paying Agent
shall be permitted to resign as Paying Agent upon 30 days' written notice to the
Administrative Trustees, the Property Trustee and the Depositor. In the event
that the Bank shall no longer be the Paying Agent or a successor Paying Agent
shall resign or its authority to act be revoked, the Administrative Trustees
shall appoint a successor that is acceptable to the Property Trustee and the
Depositor to act as Paying Agent (which shall be a bank or trust company). The
Administrative Trustees shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Administrative Trustees to execute and
deliver to the Trustees an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Trustees that as Paying Agent, such
successor Paying Agent or additional Paying Agent will hold all sums, if any,
held by it for payment to the Holders in trust for the benefit of the Holders
entitled thereto until such sums shall be paid to such Holders. The Paying Agent
shall return all unclaimed funds to the Property Trustee and upon removal of a
Paying Agent such Paying Agent shall also return all funds in its possession to
the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 shall apply to
the Bank also in its role as Paying Agent, for so long
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<PAGE>

as the Bank shall act as Paying Agent and, to the extent applicable, to any
other paying agent appointed hereunder. Any reference in this Declaration to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.

SECTION 5.10. Ownership of Common Securities by Depositor.
-------------------------------------------

At the Closing Date, the Depositor shall acquire and retain beneficial and
record ownership of the Common Securities. To the fullest extent permitted by
law, other than a transfer to an Affiliate or in connection with a consolidation
or merger of the Depositor into another Person, or any conveyance, transfer or
lease by the Depositor of its properties and assets substantially as an entirety
to any Person, pursuant to Section 801 of the Indenture, any attempted transfer
of the Common Securities shall be void. The Administrative Trustees shall cause
each Common Securities Certificate issued to the Depositor to contain a legend
stating "THIS CERTIFICATE IS NOT TRANSFERABLE OTHER THAN IN ACCORDANCE WITH
SECTION 5.10 OF THE DECLARATION (AS DEFINED BELOW)".

SECTION 5.11. Book-Entry Preferred Securities Certificates; Common Securities
---------------------------------------------------------------
Certificate.
- -----------

(a) The Preferred Securities Certificates, upon original issuance, will be
issued in the form of a typewritten Preferred Securities Certificate or
Certificates representing Book-Entry Preferred Securities Certificates, to be
delivered to The Depository Trust Company, the initial Clearing Agency, by, or
on behalf of, the Trust. Such Preferred Securities Certificate or Certificates
shall initially be registered on the Securities Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no Owner will receive a
Definitive Preferred Securities Certificate representing such Owner's interest
in such Preferred Securities, except as provided in Section 5.13. Unless and
until Definitive Preferred Securities Certificates have been issued to Owners
pursuant to Section 5.13:

(i) the Securities Registrar and the Trustees shall be entitled to deal
with the Clearing Agency for all purposes of this Declaration relating to
the Book-Entry Preferred Securities Certificates (including the payment of
the Liquidation Amount of and Distributions on the Preferred Securities
evidenced by Book-Entry Preferred Securities Certificates and the giving of
instructions or directions to Owners of Preferred Securities evidenced by
Book-Entry Preferred Securities Certificates) as the sole Holder of
Preferred Securities and shall have no obligations to the Owners thereof;

(ii) to the extent that the provisions of this Section 5.11 conflict
with any other provisions of this Declaration, the provisions of this
Section 5.11 shall control; and

(iii) the rights of the Owners of the Book-Entry Preferred Securities
Certificates shall be exercised only through the Clearing Agency and shall
be limited to those established by law and agreements between such Owners
and the Clearing Agency and/or the Clearing Agency Participants. Pursuant
to the Certificate Depository Agreement, unless and until Definitive
Preferred Securities Certificates are issued pursuant to Section 5.13, the
initial Clearing Agency will make book-entry transfers among the Clearing
Agency Participants and receive and transmit payments on the Preferred
Securities to such Clearing Agency Participants.

(b) A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive Common
Securities Certificate.

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<PAGE>

SECTION 5.12. Notices to Clearing Agency.
--------------------------

To the extent that a notice or other communication to the Holders is
required under this Declaration, unless and until Definitive Preferred
Securities Certificates shall have been issued to Owners pursuant to Section
5.13, the Trustees shall give all such notices and communications specified
herein to be given to Holders to the Clearing Agency, and shall have no
obligations to the Owners.

SECTION 5.13. Definitive Preferred Securities Certificates.
--------------------------------------------

If (a) the Depositor advises the Trustees in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities
with respect to the Preferred Securities Certificates, and the Depositor is
unable to locate a qualified successor, (b) the Depositor at its option advises
the Trustees in writing that it elects to terminate the book-entry system
through the Clearing Agency or (c) there shall have occurred and be continuing
an Event of Default, then an Administrative Trustee shall notify the Clearing
Agency and the Clearing Agency shall notify all Owners of Book-Entry Preferred
Securities Securities Certificates and the other Trustees of the occurrence of
any such event and of the availability of the Definitive Preferred Securities
Certificates to Owners of such class or classes, as applicable, requesting the
same. Upon surrender to the Property Trustee or Securities Registrar of the
typewritten Preferred Securities Certificate or Certificates representing the
Book-Entry Preferred Securities Certificates by the Clearing Agency, accompanied
by registration instructions, the Administrative Trustees, or any one of them,
shall execute the Definitive Preferred Securities Certificates in accordance
with the instructions of the Clearing Agency. Neither the Securities Registrar
nor the Trustees shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be fully protected in relying on, such
instructions. Upon the issuance of Definitive Preferred Securities Certificates,
the Trustees shall recognize the Holders of the Definitive Preferred Securities
Certificates as Holders. The Definitive Preferred Securities Certificates shall
be printed, lithographed or engraved or may be produced in any other manner as
is reasonably acceptable to the Administrative Trustees, as evidenced by the
execution thereof by the Administrative Trustees or any one of them.

SECTION 5.14. Rights of Holders.
-----------------

(a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the Holders shall not have any right or title therein other than the undivided
beneficial interest in the assets of the Trust conferred by their Trust
Securities and they shall have no right to call for any partition or division of
property, profits or rights of the Trust except as described below. The Trust
Securities shall be personal property giving only the rights specifically set
forth therein and in this Declaration. The Trust Securities shall have no
preemptive or similar rights. When issued and delivered to Holders of Preferred
Securities against payment of the purchase price therefor, the Preferred
Securities will be fully paid and nonassessable undivided beneficial interests
in the Trust Property. The Holders, in their capacities as such, shall be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware.

(b) For so long as any Preferred Securities remain Outstanding, if, upon a
Debenture Event of Default, the Debenture Trustee fails or the holders of not
less than 25% in aggregate principal amount of the outstanding Debentures fail
to declare the principal of all of the Debentures to be immediately due, the
Holders of at least 25% in aggregate Liquidation Amount of the Preferred
Securities then Outstanding shall have such right by a notice in writing to the
Depositor and the Debenture Trustee; and upon any such declaration such
principal amount of and the accrued interest on all of the Debentures shall
become

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<PAGE>

immediately due, provided that the payment of principal and interest on such
Debentures shall remain subordinated to the extent provided in the Indenture.

At any time after such a declaration of acceleration with respect to the
Debentures has been made and before a judgment or decree for payment of the
money due has been obtained by the Debenture Trustee as in the Indenture
provided, the Holders of at least a majority in aggregate Liquidation Amount of
the Preferred Securities, by written notice to the Property Trustee, the
Depositor and the Debenture Trustee, may rescind and annul such declaration and
its consequences if:

(i) the Depositor has paid or deposited with the Debenture Trustee a sum
sufficient to pay

(A) all overdue installments of interest (including any Additional
Interest) on all of the Debentures,

(B) the principal of (and premium, if any, on) any Debentures which
have become due otherwise than by such declaration of acceleration and
interest thereon at the rate borne by the Debentures, and

(C) all sums paid or advanced by the Debenture Trustee under the
Indenture and the reasonable compensation, expenses, disbursements and
advances of the Debenture Trustee and the Property Trustee, their agents
and counsel; and

(ii) all Events of Default with respect to the Debentures, other than
the non- payment of the principal of the Debentures which has become due
solely by such acceleration, have been cured or waived as provided in
Section 513 of the Indenture.

The Holders of at least a majority in aggregate Liquidation Amount of the
Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any past default under the Indenture, except a default in the
payment of principal or interest (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Debenture Trustee) or
a default in respect of a covenant or provision which under the Indenture cannot
be modified or amended without the consent of the holder of each outstanding
Debenture. No such rescission shall affect any subsequent default or impair any
right consequent thereon.

Upon receipt by the Property Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, by Holders of Preferred
Securities all or part of which is represented by Book-Entry Preferred
Securities Certificates, a record date shall be established for determining
Holders of Outstanding Preferred Securities entitled to join in such notice,
which record date shall be at the close of business on the day the Property
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day which is 90
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new written notice of declaration of
acceleration, or rescission and annulment thereof, as the case may be, that is
identical to a written notice which has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.14(b).

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<PAGE>

(c) For so long as any Preferred Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Declaration and
the Indenture, upon a Debenture Event of Default specified in Section 501.1 or
501.2 of the Indenture, any Holder of Preferred Securities shall have the right
to institute a proceeding directly against the Depositor, pursuant to Section
508 of the Indenture, for enforcement of payment to such Holder of the principal
amount of or interest on Debentures having a principal amount equal to the
Liquidation Amount of the Preferred Securities of such Holder (a "Direct
Action"). Except as set forth in Section 5.14(b) and this Section 5.14(c),
Holders of Preferred Securities shall have no right to exercise directly any
right or remedy available to holders of, or in respect of, Debentures.

ARTICLE VI

ACTS OF HOLDERS; MEETINGS; VOTING

SECTION 6.1. Limitations on Voting Rights.

(a) Except as provided in this Section 6.1, in Sections 5.14, 8.10 and 10.2
and in the Indenture, and as otherwise required by law, no Holder of Preferred
Securities shall have any right to vote or in any manner otherwise control the
administration, operation and management of the Trust or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms
of the Trust Securities Certificates, be construed so as to constitute the
Holders from time to time as partners or members of an association.

(b) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method or place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on the Debenture Trustee with respect to such
Debentures, (ii) waive any past default which is waivable under Section 513 of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Debentures shall be due and payable or (iv) consent to
any amendment, modification or termination of the Indenture or the Debentures,
where such consent shall be required, without, in each case, obtaining the prior
approval of the Holders of at least a majority in Liquidation Amount of all
Outstanding Preferred Securities, provided, however, that where a consent under
the Indenture would require the consent of each holder of Debentures affected
thereby, no such consent shall be given by the Property Trustee without the
prior written consent of each Holder of Preferred Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the Holders
of Preferred Securities, except by a subsequent vote of the Holders of Preferred
Securities. The Property Trustee shall notify all Holders of Preferred
Securities of any notice of default received from the Debenture Trustee with
respect to the Debentures. In addition to obtaining the foregoing approvals of
Holders of Preferred Securities, prior to taking any of the foregoing actions,
the Trustees shall, at the expense of the Depositor, obtain an Opinion of
Counsel experienced in such matters to the effect that such action shall not
cause the Trust to be classified as an association taxable as a corporation for
United States federal income tax purposes.

(c) If any proposed amendment to the Declaration provides for, or the
Trustees otherwise propose to effect, (i) any action that would adversely affect
in any material respect the powers, preferences or special rights of the
Preferred Securities, whether by way of amendment to this Declaration or
otherwise, or (ii) the dissolution, winding-up or termination of the Trust,
other than pursuant to the terms of this Declaration, then the Holders of
Outstanding Preferred Securities as a class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of

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<PAGE>

the Holders of at least a majority in Liquidation Amount of the Outstanding
Preferred Securities. Notwithstanding any other provision of this Declaration,
no amendment to this Declaration may be made if, as a result of such amendment,
it would cause the Trust to be classified as an association taxable as a
corporation for United States federal income tax purposes.

SECTION 6.2. Notice of Meetings.
------------------

Notice of all meetings of Holders of Preferred Securities, stating the
time, place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.8 to each such Holder at such Holder's address as it
appears in the Securities Register as of the record date for such meeting. Such
notice shall be sent, first-class mail, at least 15 days and not more than 90
days before the meeting. At any such meeting, any business properly before the
meeting may be so considered whether or not stated in the notice of the meeting.
Any adjourned meeting may be held as adjourned without further notice.

SECTION 6.3. Meetings of Holders of Preferred Securities.
-------------------------------------------

No annual meeting of Holders is required to be held. The Administrative
Trustees, however, shall call a meeting of Holders of Preferred Securities to
vote on any matter upon the written request of the Holders of record of at least
25% of the aggregate Liquidation Amount of Outstanding Preferred Securities and
the Administrative Trustees or the Property Trustee may, at any time in their
discretion, call a meeting of Holders of Preferred Securities to vote on any
matters as to which Holders of Preferred Securities are entitled to vote.
Holders of at least 50% of the Liquidation Amount of Outstanding Preferred
Securities, present in person or by proxy, shall constitute a quorum at any
meeting of Holders of Preferred Securities.

If a quorum is present at a meeting, an affirmative vote by the Holders of
record present, in person or by proxy, holding at least a majority of the
Liquidation Amount of Outstanding Preferred Securities held by the Holders of
record present, either in person or by proxy, at such meeting shall constitute
the action of the Holders of Preferred Securities, unless this Declaration
requires a greater number of affirmative votes.

SECTION 6.4. Voting Rights.
-------------

In respect of any matter as to which a Holder is entitled to vote, such
Holder shall be entitled to one vote for each $____ of Liquidation Amount Trust
Securities held of record by such Holder.

SECTION 6.5. Proxies, etc.
------------

At any meeting of Holders, any Holder entitled to vote thereat may vote by
proxy, provided that no proxy shall be voted at any meeting unless it shall have
been placed on file with the Administrative Trustees, or with such other officer
or agent of the Trust as the Administrative Trustees may direct, for
verification prior to the time at which such vote shall be taken. Pursuant to a
resolution of the Property Trustee, proxies may be solicited in the name of the
Property Trustee or one or more officers of the Property Trustee. Only Holders
of record shall be entitled to vote. When Trust Securities are held jointly by
several Persons, any one of them may vote at any meeting in person or by proxy
in respect of such Trust Securities, but if more than one of them shall be
present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote shall not be
received in respect of such Trust Securities. A proxy purporting to be executed
by or on behalf of a Holder shall be deemed valid unless challenged at or prior
to its exercise, and the burden of proving invalidity shall rest on the
challenger. No proxy shall be valid more than three years after its date of
execution.

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SECTION 6.6. Holder Action by Written Consent.
--------------------------------

Any action which may be taken by Holders at a meeting may be taken without
a meeting if Holders holding a majority of the aggregate Liquidation Amount of
the Outstanding Trust Securities entitled to vote in respect of such action (or
such larger proportion thereof as shall be required by any express provision of
this Declaration) shall consent to the action in writing.

SECTION 6.7. Record Date for Voting and Other Purposes.
-----------------------------------------

For the purpose of determining the Holders who are entitled to notice of
and to vote at any meeting or by written consent, or to participate in any
Distribution on the Trust Securities in respect of which a record date is not
otherwise provided for in this Declaration, or for the purpose of any other
action, the Administrative Trustees or Property Trustee may from time to time
fix a date, not more than 90 days prior to the date of any meeting of Holders or
the payment of a Distribution or other action, as the case may be, as a record
date for the determination of the identity of the Holders of record for such
purposes.

SECTION 6.8. Acts of Holders.
---------------

Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Declaration to be given, made or
taken by Holders or Owners may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders or Owners in
person or by an agent duly appointed in writing; and, except as otherwise
expressly provided herein, such action shall become effective when such
instrument or instruments are delivered to an Administrative Trustee and the
Property Trustee. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Holders or Owners signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Declaration and (subject to Section 8.1)
conclusive in favor of the Trustees, if made in the manner provided in this
Section.

The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness to such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which any Trustee receiving the same deems sufficient.

The ownership of Preferred Securities shall be proved by the Securities
Register.

Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Holder of any Trust Security shall bind every future Holder of
the same Trust Security and the Holder of every Trust Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustees or the
Trust in reliance thereon, whether or not notation of such action is made upon
such Trust Security.

Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Trust Security may do so with
regard to all or any part of the Liquidation Amount

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<PAGE>

of such Trust Security or by one or more duly appointed agents each of which may
do so pursuant to such appointment with regard to all or any part of such
liquidation amount.

If any dispute shall arise between the Holders and the Administrative
Trustees or among such Holders or Trustees with respect to the authenticity,
validity or binding nature of any request, demand, authorization, direction,
consent, waiver or other Act of such Holder or Trustee under this Article VI,
then the determination of such matter by the Property Trustee shall be
conclusive with respect to such matter.

SECTION 6.9. Inspection of Records.
---------------------

Upon reasonable prior written notice to the Administrative Trustees and the
Property Trustee, the records of the Trust shall be open to inspection by
Holders during normal business hours for any purpose reasonably related to
suchHolder's interest as a Holder.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

SECTION 7.1. Representations and Warranties of the Property Trustee and the
--------------------------------------------------------------
Delaware Trustee.
- ----------------

The Property Trustee and the Delaware Trustee, each severally on behalf of
and as to itself alone, hereby represents and warrants for the benefit of the
Depositor and the Holders that:

(a) the Property Trustee is a national bank, duly organized, validly
existing and in good standing under the laws of the United States;

(b) the Property Trustee has full corporate power, authority and legal
right to execute, deliver and perform its obligations under this Declaration and
has taken all necessary action to authorize the execution, delivery and
performance by it of this Declaration;

(c) the Delaware Trustee is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, and the Delaware
Trustee satisfies for the Trust Section 3807 of the Delaware Business Trust Act;

(d) the Delaware Trustee has full corporate power, authority and legal
right to execute, deliver and perform its obligations under this Declaration and
has taken all necessary action to authorize the execution, delivery and
performance by it of this Declaration;

(e) this Declaration has been duly authorized, executed and delivered by
the Property Trustee and the Delaware Trustee and constitutes the valid and
legally binding agreement of each of the Property Trustee and the Delaware
Trustee enforceable against each of them in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles;

(f) the execution, delivery and performance of this Declaration has been
duly authorized by all necessary corporate or other action on the part of the
Property Trustee and the Delaware Trustee and does not require any approval of
stockholders of the Property Trustee or the Delaware Trustee and such execution,
delivery and performance will not (i) violate the Charter or By-laws of the
Property Trustee or the Delaware Trustee, (ii) violate any provision of, or
constitute, with or without notice or lapse of time, a

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<PAGE>

default under, or result in the creation or imposition of, any Lien on any
properties included in the Trust Property pursuant to the provisions of, any
indenture, mortgage, credit agreement, license or other agreement or instrument
to which the Property Trustee or the Delaware Trustee is a party or by which it
is bound, or (iii) violate any law, governmental rule or regulation of the
United States or the State of Delaware, as the case may be, governing the
banking, trust or general powers of the Property Trustee or the Delaware Trustee
(as appropriate in context) or any order, judgment or decree applicable to the
Property Trustee or the Delaware Trustee;

(g) neither the authorization, execution or delivery by the Property
Trustee or the Delaware Trustee of this Declaration nor the consummation of any
of the transactions by the Property Trustee or the Delaware Trustee (as
appropriate in context) contemplated herein requires the consent or approval of,
the giving of notice to, the registration with or the taking of any other action
with respect to any governmental authority or agency under any existing federal
law governing the banking, trust or general powers of the Property Trustee or
the Delaware Trustee, as the case may be, under the laws of the United States or
the State of Delaware (other than the filing of appropriate certificates in
accordance with the Delaware Business Trust Act); and

(h) there are no proceedings pending or, to the best of each of the
Property Trustee's and the Delaware Trustee's knowledge, threatened against or
affecting the Property Trustee or the Delaware Trustee in any court or before
any governmental authority, agency or arbitration board or tribunal which,
individually or in the aggregate, would materially and adversely affect the
Trust or would question the right, power and authority of the Property Trustee
or the Delaware Trustee, as the case may be, to enter into or perform its
obligations as one of the Trustees under this Declaration.

SECTION 7.2. Representations and Warranties of Depositor.
-------------------------------------------

The Depositor hereby represents and warrants for the benefit of the Holders
that the Trust Securities Certificates issued on the Closing Date by the Trust
have been duly authorized and will have been, duly and validly executed, issued
and delivered by an Administrative Trustee pursuant to the terms and provisions
of, and in accordance with the requirements of, this Declaration and the Holders
will be, as of each such date, entitled to the benefits of this Declaration.

ARTICLE VIII

THE TRUSTEES

SECTION 8.1. Certain Duties and Responsibilities.
-----------------------------------

(a) The duties and responsibilities of the Trustees shall be as expressly
provided by this Declaration and, in the case of the Property Trustee, by the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Declaration shall require the Trustees to expend or risk their own funds or
otherwise to incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. Whether or not therein expressly so provided, every provision of this
Declaration relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section
8.1.

(b) No provision in this Declaration shall be construed to release an
Administrative Trustee from liability for his own grossly negligent action, his
own grossly negligent failure to act, or his own willful

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<PAGE>

misconduct. To the extent that, at law or in equity, an Administrative Trustee
has duties (including fiduciary duties) to the Trust or to the Holders, and
liabilities relating thereto, such Administrative Trustee shall not be liable to
the Trust or to any Holder for such Trustee's good faith reliance on the
provisions of this Declaration. The provisions of this Declaration, to the
extent that they restrict the duties and liabilities of the Administrative
Trustees otherwise existing at law or in equity, are agreed by the Depositor and
the Holders to replace such other duties and liabilities of the Administrative
Trustees.

(c) All payments made by the Property Trustee or a Paying Agent in respect
of the Trust Securities shall be made only from the revenue and proceeds from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Holder, by its
acceptance of a Trust Security, agrees that it will look solely to the revenue
and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally
liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust Security. This Section 8.1(c)
does not limit the liability of the Trustees expressly set forth elsewhere in
this Declaration or, in the case of the Property Trustee, in the Trust Indenture
Act.

(d) No provision of this Declaration shall be construed to relieve the
Property Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

(i) the Property Trustee shall not be liable for any error of judgment
made in good faith by an authorized officer of the Property Trustee, unless
it shall be proved that the Property Trustee was negligent in ascertaining
the pertinent facts;

(ii) the Property Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with
the direction of the Holders of not less than a majority in Liquidation
Amount of the Trust Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee,
or exercising any trust or power conferred upon the Property Trustee under
this Declaration;

(iii) the Property Trustee's sole duty with respect to the custody,
safe keeping and physical preservation of the Debentures and the Payment
Account shall be to deal with such property in a similar manner as the
Property Trustee deals with similar property for its own account, subject
to the protections and limitations on liability afforded to the Property
Trustee under this Declaration and the Trust Indenture Act;

(iv) the Property Trustee shall not be liable for any interest on any
money received by it except as it may otherwise agree with the Depositor;
and money held by the Property Trustee need not be segregated from other
funds held by it except in relation to the Payment Account maintained by
the Property Trustee pursuant to Section 3.1 and except to the extent
otherwise required by law; and

(v) the Property Trustee shall not be responsible for monitoring the
compliance by the Administrative Trustees or the Depositor with their
respective duties under this Declaration, nor shall the Property Trustee be
liable for the default or misconduct of the Administrative Trustees or the
Depositor.

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<PAGE>

SECTION 8.2. Certain Notices.
---------------

Within five Business Days after the occurrence of any Event of Default
actually known to a Responsible Officer of the Property Trustee, the Property
Trustee shall transmit, in the manner and to the extent provided in Section
10.8, notice of such Event of Default to the Holders, the Administrative
Trustees and the Depositor, unless such Event of Default shall have been cured
or waived.

Within five Business Days after the receipt of notice of the Depositor's
exercise of its right to defer the payment of interest on the Debentures
pursuant to the Indenture, the Administrative Trustee shall transmit, in the
manner and to the extent provided in Section 10.8, written notice of such
exercise to the Holders and the Property Trustee, unless such exercise shall
have been revoked.

SECTION 8.3. Certain Rights of Property Trustee.
----------------------------------

Subject to the provisions of Section 8.1:

(a) the Property Trustee may conclusively rely and shall be fully protected
in acting or refraining from acting in good faith upon any resolution, Opinion
of Counsel, certificate, written representation of a Holder or transferee,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

(b) if (i) in performing its duties under this Declaration the Property
Trustee is required to decide between alternative courses of action or (ii) in
construing any of the provisions of this Declaration the Property Trustee finds
the same ambiguous or inconsistent with any other provisions contained herein or
(iii) the Property Trustee is unsure of the application of any provision of this
Declaration, then, except as to any matter as to which the Preferred Holders are
entitled to vote under the terms of this Declaration, the Property Trustee shall
deliver a notice to the Depositor requesting written instructions of the
Depositor as to the course of action to be taken and the Property Trustee shall
take such action, or refrain from taking such action, as the Property Trustee
shall be instructed in writing to take, or to refrain from taking, by the
Depositor; provided, however, that if the Property Trustee does not receive such
instructions of the Depositor within ten Business Days after it has delivered
such notice, or such reasonably shorter period of time set forth in such notice
(which to the extent practicable shall not be less than two Business Days), it
may, but shall be under no duty to, take or refrain from taking such action not
inconsistent with this Declaration as it shall deem advisable and in the best
interests of the Holders, in which event the Property Trustee shall have no
liability except for its own bad faith, negligence or willful misconduct;

(c) any direction or act of the Depositor or the Administrative Trustees
contemplated by this Declaration shall be sufficiently evidenced by an Officers'
Certificate;

(d) whenever in the administration of this Declaration, the Property
Trustee shall deem it desirable that a matter be established before undertaking,
suffering or omitting any action hereunder, the Property Trustee (unless other
evidence is herein specifically prescribed) may, in the absence of bad faith on
its part, request and rely upon an Officers' Certificate which, upon receipt of
such request, shall be promptly delivered by the Depositor or the Administrative
Trustees;

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<PAGE>

(e) the Property Trustee shall have no duty to see to any recording, filing
or registration of any instrument (including any financing or continuation
statement or any filing under tax or securities laws) or any rerecording,
refiling or reregistration thereof;

(f) the Property Trustee may consult with counsel (which counsel may be
counsel to the Depositor or any of its Affiliates, and may include any of its
employees) and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon and in accordance with
such advice, such counsel may be counsel to the Depositor or any of its
Affiliates, and may include any of its employees; the Property Trustee shall
have the right at any time to seek instructions concerning the administration of
this Declaration from any court of competent jurisdiction;

(g) the Property Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Declaration at the request or
direction of any of the Holders pursuant to this Declaration, unless such
Holders shall have offered to the Property Trustee reasonable security or
indemnity satisfactory to it against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction;

(h) the Property Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or other paper or document,
unless requested in writing to do so by one or more Holders, but the Property
Trustee may make such further inquiry or investigation into such facts or
matters as it may see fit;

(i) the Property Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through its agents,
attorneys, custodians or nominees provided that the Property Trustee shall not
be responsible for any misconduct or negligence or recklessness on the part of
any agent, attorney, custodian or nominee appointed with due care by it
hereunder;

(j) whenever in the administration of this Declaration the Property Trustee
shall deem it desirable to receive instructions with respect to enforcing any
remedy or right or taking any other action hereunder the Property Trustee (i)
may request instructions from the Holders of the Trust Securities which
instructions may only be given by the Holders of the same proportion in
Liquidation Amount of the Trust Securities as would be entitled to direct the
Property Trustee under the terms of the Trust Securities in respect of such
remedy, right or action, (ii) may refrain from enforcing such remedy or right or
taking such other action until such instructions are received, and (iii) shall
be fully protected in acting in accordance with such instructions; and

(k) except as otherwise expressly provided by this Declaration, the
Property Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Declaration.

No provision of this Declaration shall be deemed to impose any duty or
obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Property Trustee shall be
construed to be a duty. The Delaware Trustee shall have the same rights and
benefits as the Property Trustee under this paragraph and paragraphs (a) through
(k) of this Section.

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<PAGE>

SECTION 8.4. Not Responsible for Recitals or Issuance of Securities.
------------------------------------------------------

The recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Trust, and the Trustees do not assume
any responsibility for their correctness. The Trustees shall not be accountable
for the use or application by the Depositor of the proceeds of the Debentures.

SECTION 8.5 May Hold Securities.
-------------------

Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 8.8 and 8.13 and except as provided in the
definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

SECTION 8.6. Compensation; Indemnity; Fees.
------------------------------

The Depositor agrees:

(a) to pay to the Trustees from time to time reasonable compensation for
all services rendered by them hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust);

(b) except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this
Declaration (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence (or gross negligence with
respect to the Administrative Trustees) or bad faith; and

(c) to the fullest extent permitted by applicable law, to indemnify, defend
and hold harmless (i) each Trustee in its individual capacity, (ii) any
Affiliate of any Trustee, (iii) any officer, director, shareholder, employee,
representative or agent of any Trustee, and (iv) any employee or agent of the
Trust or its Affiliates, (referred to herein as an "Indemnified Person") from
and against any loss, damage, liability, tax, penalty, expense or claim of any
kind or nature whatsoever incurred by such Indemnified Person by reason of or in
connection with the creation, existence, operation or termination of the Trust
or any act or omission performed or omitted by such Indemnified Person in good
faith on behalf of the Trust and in a manner such Indemnified Person reasonably
believed to be within the scope of authority conferred on such Indemnified
Person by this Declaration, except that no Indemnified Person shall be entitled
to be indemnified pursuant to this Section 8.6 in respect of any loss, damage or
claim incurred by such Indemnified Person by reason of negligence (or gross
negligence with respect to the Administrative Trustees) or willful misconduct
with respect to such acts or omissions.

The provisions of this Section 8.6 shall survive the termination of this
Declaration.

No Trustee may claim any Lien or charge on any Trust Property (except for
funds not held in trust for the payment of principal of, or premium if any, or
interest on particular securities or any coupons) as a result of any amount due
pursuant to this Section 8.6.

The Depositor and any Trustee (in the case of the Property Trustee, subject
to Section 8.8) may engage in or possess an interest in other business ventures
of any nature or description, independently or

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<PAGE>

with others, similar or dissimilar to the business of the Trust, and the Trust
and the Holders of Trust Securities shall have no rights by virtue of this
Declaration in and to such independent ventures or the income or profits derived
therefrom, and the pursuit of any such venture, even if competitive with the
business of the Trust, shall not be deemed wrongful or improper. Neither the
Depositor, nor any Trustee, shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a
character that, if presented to the Trust, could be taken by the Trust, and the
Depositor or any Trustee shall have the right to take for its own account
(individually or as a partner or fiduciary) or to recommend to others any such
particular investment or other opportunity. Any Trustee may engage or be
interested in any financial or other transaction with the Depositor or any
Affiliate of the Depositor, or may act as depository for, trustee or agent for,
or act on any committee or body of holders of, securities or other obligations
of the Depositor or its Affiliates.

SECTION 8.7. Corporate Property Trustee Required; Eligibility of Trustees.
------------------------------------------------------------

(a) There shall at all times be a Property Trustee hereunder with respect
to the Trust Securities. The Property Trustee shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000. If any such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Property Trustee with respect to the Trust
Securities shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

(b) There shall at all times be one or more Administrative Trustees
hereunder with respect to the Trust Securities. Each Administrative Trustee
shall be either a natural person who is at least 21 years of age or a legal
entity that shall act through one or more persons authorized to bind that
entity.

(c) There shall at all times be a Delaware Trustee with respect to the
Trust Securities. The Delaware Trustee shall either be (i) a natural person who
is at least 21 years of age and a resident of the State of Delaware or (ii) a
legal entity with its principal place of business in the State of Delaware and
that otherwise meets the requirements under the Delaware Business Trust Act that
the Trust have a trustee in the State of Delaware, as the same now exists or as
may hereafter be amended, and that shall act through one or more persons
authorized to bind such entity.

SECTION 8.8. Conflicting Interests.
---------------------

If the Property Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Declaration.

SECTION 8.9. Co-Trustees and Separate Trustee.
--------------------------------

Unless an Event of Default shall have occurred and be continuing, at any
time or times, for the purpose of meeting the legal requirements of the Trust
Indenture Act or of any jurisdiction in which any part of the Trust Property may
at the time be located, the Depositor and the Administrative Trustees, by agreed
action of the majority of such Trustees, shall have power to appoint, and upon
the written request of the Administrative Trustees, the Depositor shall for such
purpose join with the Administrative Trustees in

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<PAGE>

the execution, delivery, and performance of all instruments and agreements
necessary or proper to appoint, one or more Persons approved by the Property
Trustee either to act as co-trustee, jointly with the Property Trustee, of all
or any part of such Trust Property, or to the extent required by law to act as
separate trustee of any such property, in either case with such powers as may be
provided in the instrument of appointment, and to vest in such Person or Persons
in the capacity aforesaid, any property, title, right or power deemed necessary
or desirable, subject to the other provisions of this Section. If the Depositor
does not join in such appointment within 15 days after the receipt by it of a
request so to do, or in case a Debenture Event of Default shall have occurred
and be continuing, the Property Trustee alone shall have power to make such
appointment. Any co-trustee or separate trustee appointed pursuant to this
Section shall either be (i) a natural person who is at least 21 years of age and
a resident of the United States or (ii) a legal entity with its principal place
of business in the United States that shall act through one or more persons
authorized to bind such entity.

Should any written instrument from the Depositor be required by any co-
trustee or separate trustee so appointed for more fully confirming to such co-
trustee or separate trustee such property, title, right, or power, any and all
such instruments shall, on request, be executed, acknowledged and delivered by
the Depositor.

Every co-trustee or separate trustee shall, to the extent permitted by law,
but to such extent only, be appointed subject to the following terms, namely:

(a) The Trust Securities shall be executed and delivered and all rights,
powers, duties, and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustees specified hereunder shall be exercised
solely by such Trustees and not by such co-trustee or separate trustee.

(b) The rights, powers, duties, and obligations hereby conferred or imposed
upon the Property Trustee in respect of any property covered by such appointment
shall be conferred or imposed upon and exercised or performed by the Property
Trustee or by the Property Trustee and such co-trustee or separate trustee
jointly, as shall be provided in the instrument appointing such co-trustee or
separate trustee, except to the extent that under any law of any jurisdiction in
which any particular act is to be performed, the Property Trustee shall be
incompetent or unqualified to perform such act, in which event such rights,
powers, duties and obligations shall be exercised and performed by such co-
trustee or separate trustee.

(c) The Property Trustee at any time, by an instrument in writing executed
by it, with the written concurrence of the Depositor, may accept the resignation
of or remove any co-trustee or separate trustee appointed under this Section,
and, in case a Debenture Event of Default has occurred and is continuing, the
Property Trustee shall have power to accept the resignation of, or remove, any
such co-trustee or separate trustee without the concurrence of the Depositor.
Upon the written request of the Property Trustee, the Depositor shall join with
the Property Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to effectuate such resignation or
removal. A successor to any co-trustee or separate trustee so resigned or
removed may be appointed in the manner provided in this Section.

(d) No co-trustee or separate trustee hereunder shall be personally liable
by reason of any act or omission of the Property Trustee or any other trustee
hereunder.

(e) The Property Trustee shall not be liable by reason of any act or
omission of a co-trustee or separate trustee.

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<PAGE>

(f) Any Act of Holders delivered to the Property Trustee shall be deemed to
have been delivered to each such co-trustee and separate trustee.

SECTION 8.10. Resignation and Removal; Appointment of Successor.
-------------------------------------------------

No resignation or removal of any Trustee (the "Relevant Trustee") and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11.

Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Holders. If the
instrument of acceptance by the successor Trustee required by Section 8.11 shall
not have been delivered to the Relevant Trustee within 30 days after the giving
of such notice of resignation, the Relevant Trustee may petition, at the expense
of the Trust, any court of competent jurisdiction for the appointment of a
successor Relevant Trustee.

Unless a Debenture Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by Act of the Common Holder. If a
Debenture Event of Default shall have occurred and be continuing, the Property
Trustee or the Delaware Trustee, or both of them, may be removed at such time by
Act of the Holders of a majority in Liquidation Amount of the Preferred
Securities, delivered to the Relevant Trustee (in its individual capacity and on
behalf of the Trust). An Administrative Trustee may be removed by the Common
Holder at any time.

If any Trustee shall resign, be removed or become incapable of acting as
Trustee, or if a vacancy shall occur in the office of any Trustee for any cause,
at a time when no Debenture Event of Default shall have occurred and be
continuing, the Common Holder, by Act of the Common Holder delivered to the
retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee
or Trustees, and the retiring Relevant Trustee shall comply with the applicable
requirements of Section 8.11. If the Property Trustee or the Delaware Trustee
shall resign, be removed or become incapable of continuing to act as the
Property Trustee or the Delaware Trustee, as the case may be, at a time when a
Debenture Event of Default shall have occurred and be continuing, the Preferred
Holders, by Act of the Holders of a majority in Liquidation Amount of the
Preferred Securities then Outstanding delivered to the retiring Relevant
Trustee, shall promptly appoint a successor Relevant Trustee or Trustees, and
such successor Relevant Trustee shall comply with the applicable requirements of
Section 8.11. If an Administrative Trustee shall resign, be removed or become
incapable of acting as Administrative Trustee, at a time when a Debenture Event
of Default shall have occurred and be continuing, the Common Holder by Act of
the Common Holder delivered to the Administrative Trustee shall promptly appoint
a successor Administrative Trustee or Administrative Trustees and such successor
Administrative Trustee or Trustees shall comply with the applicable requirements
of Section 8.11. If no successor Relevant Trustee shall have been so appointed
by the Common Holder or the Preferred Holders and accepted appointment in the
manner required by Section 8.11, any Holder who has been a Holder of Trust
Securities for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

The Property Trustee shall give notice of each resignation and each removal
of a Trustee and each appointment of a successor Trustee to all Holders in the
manner provided in Section 10.8 and shall give notice to the Depositor. Each
notice shall include the name of the successor Relevant Trustee and the address
of its Corporate Trust Office if it is the Property Trustee.

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<PAGE>

Notwithstanding the foregoing or any other provision of this Declaration,
in the event any Administrative Trustee or a Delaware Trustee who is a natural
person dies or becomes, in the opinion of the Depositor, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by (a) the unanimous act of the remaining Administrative Trustees if
there are at least two of them or (b) otherwise by the Depositor (with the
successor in each case being a Person who satisfies the eligibility requirement
for Administrative Trustees or Delaware Trustee, as the case may be, set forth
in Section 8.7).

SECTION 8.11. Acceptance of Appointment by Successor.
---------------------------------------

In case of the appointment hereunder of a successor Relevant Trustee, the
retiring Relevant Trustee and each successor Relevant Trustee with respect to
the Trust Securities shall execute and deliver an amendment hereto wherein each
successor Relevant Trustee shall accept such appointment and which (a) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Relevant Trustee all the rights,
powers, trusts and duties of the retiring Relevant Trustee with respect to the
Trust Securities and the Trust and (b) shall add to or change any of the
provisions of this Declaration as shall be necessary to provide for or
facilitate the administration of the Trust by more than one Relevant Trustee, it
being understood that nothing herein or in such amendment shall constitute such
Relevant Trustees co-trustees. Upon the execution and delivery of such
amendment, the resignation or removal of the retiring Relevant Trustee shall
become effective to the extent provided therein and each such successor Relevant
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on request of the Trust or any successor Relevant Trustee and upon payment in
full of all undisputed amounts then due and owing to such retiring Relevant
Trustee, such retiring Relevant Trustee shall duly assign, transfer and deliver
to such successor Relevant Trustee all Trust Property, all proceeds thereof and
money held by such retiring Relevant Trustee hereunder with respect to the Trust
Securities and the Trust.

Upon request of any such successor Relevant Trustee, the Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.

No successor Relevant Trustee shall accept its appointment unless at the
time of such acceptance such successor Relevant Trustee shall be qualified and
eligible under this Article.

SECTION 8.12. Merger, Conversion, Consolidation or Succession to Business.
------------------------------------------------------------

Any Person into which the Property Trustee or the Delaware Trustee may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Relevant
Trustee shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of such Relevant Trustee, shall be the successor of
such Relevant Trustee hereunder, provided such Person shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.

SECTION 8.13. Preferential Collection of Claims Against Depositor or Trust.
------------------------------------------------------------

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Trust or any other obligor upon the
Trust Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Trust Securities shall then be due and

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payable as therein expressed or by declaration or otherwise and irrespective of
whether the Property Trustee shall have made any demand on the Trust for the
payment of any past due Distributions) shall be entitled and empowered, to the
fullest extent permitted by law, by intervention in such proceeding or
otherwise:

(a) to file and prove a claim for the whole amount of any Distributions
owing and unpaid in respect of the Trust Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Property Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Property Trustee, its agents and
counsel) and of the Holders allowed in such judicial proceeding, and

(b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Property Trustee and, in the event the Property Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Property Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel, and
any other amounts due the Property Trustee.

Nothing herein contained shall be deemed to authorize the Property Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement adjustment or compensation affecting the Trust
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 8.14. Reports by Property Trustee.
---------------------------

Within 60 days after ________ of each year commencing with the first
_________ after the first issuance of Trust Securities pursuant to this
Declaration, the Trustee shall transmit by mail to all Holders of Trust
Securities as provided in Section 313(c) of the Trust Indenture Act a brief
report dated as of such ________ if and to the extent required by Section 313(a)
of the Trust Indenture Act.

SECTION 8.15. Reports to the Property Trustee.
-------------------------------

The Depositor and the Administrative Trustees on behalf of the Trust shall
provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act (if any) and the compliance
certificate required by Section 314(a) of the Trust Indenture Act in the form,
in the manner and at the times required by Section 314 of the Trust Indenture
Act.

SECTION 8.16. Evidence of Compliance with Conditions Precedent.
------------------------------------------------

Each of the Depositor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Declaration that relate to
any of the matters set forth in Section 314 (c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) of the Trust Indenture Act shall be given in the form of an Officers'
Certificate.

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<PAGE>

SECTION 8.17. Number of Trustees.
------------------

(a) The number of Trustees shall be five, provided that the Holder of all
the Outstanding Common Securities by written instrument may increase or decrease
the number of Administrative Trustees. The Property Trustee and the Delaware
Trustee may be the same Person.

(b) If a Trustee ceases to hold office for any reason and the number of
Administrative Trustees is not reduced pursuant to Section 8.17(a), or if the
number of Trustees is increased pursuant to Section 8.17(a), a vacancy shall
occur. The vacancy shall be filled with a Trustee appointed in accordance with
Section 8.10.

(c) The death, resignation, retirement, removal, bankruptcy, incompetence
or incapacity to perform the duties of a Trustee shall not operate to dissolve,
terminate or annul the Trust or terminate this Declaration. Whenever a vacancy
in the number of Administrative Trustees shall occur, until such vacancy is
filled by the appointment of an Administrative Trustee in accordance with
Section 8.10, the Administrative Trustees in office, regardless of their number
(and notwithstanding any other provision of this Agreement), shall have all the
powers granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Declaration.

SECTION 8.18. Delegation of Power.
-------------------

(a) Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
2.7(a), including making any governmental filing; and

(b) The Administrative Trustees shall have power to delegate from time to
time to such of their number or to the Depositor the doing of such things and
the execution of such instruments either in the name of the Trust or the names
of the Administrative Trustees or otherwise as the Administrative Trustees may
deem expedient, to the extent such delegation is not prohibited by applicable
law or contrary to the provisions of this Declaration, as set forth herein.

ARTICLE IX

TERMINATION, LIQUIDATION AND MERGER

SECTION 9.1. Dissolution Upon Expiration Date.
--------------------------------

Unless earlier dissolved, the Trust shall automatically dissolve 45 years
from the Closing Date (the "Expiration Date").

SECTION 9.2. Early Termination.
-----------------

The Trust shall dissolve upon the first to occur of any of the following
events (an "Early Termination Event"):

(a) the occurrence of a Bankruptcy Event in respect of, or the dissolution
or liquidation of, the Holder of the Common Securities;

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<PAGE>

(b) the written direction to the Property Trustee from the Holder of the
Common Securities at any time to dissolve the Trust and, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, distribute
Debentures to Holders in exchange for the Preferred Securities (which direction
is optional and wholly within the discretion of the Holder of the Common
Securities);

(d) the entry of an order for dissolution of the Trust by a court of
competent jurisdiction.

SECTION 9.3. Termination.
-----------

The respective obligations and responsibilities of the Trustees and the
Trust shall terminate upon the latest to occur of the following:

(a) the distribution by the Property Trustee to Holders upon the
liquidation of the Trust pursuant to Section 9.4, or upon the redemption of all
of the Trust Securities pursuant to Section 4.2, of all amounts required to be
distributed hereunder upon the final payment of the Trust Securities;

(b) the payment of any expenses owed by the Trust; and

(c) the discharge of all administrative duties of the Administrative
Trustees, including the performance of any tax reporting obligations with
respect to the Trust or the Holders.

SECTION 9.4. Liquidation.
-----------

(a) If an Early Termination Event specified in clause (a), (b) or (d) of
Section 9.2 occurs, or upon the Expiration Date, the Trust shall be liquidated
by the Trustees as expeditiously as the Trustees determine to be possible by
distributing, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, to each Holder a Like Amount of Debentures, subject
to Section 9.4(d). Notice of liquidation shall be given by the Property Trustee
by first-class mail, postage prepaid mailed not later than 30 nor more than 60
days prior to the Liquidation Date to each Holder of Trust Securities at such
Holder's address appearing in the Securities Register. All notices of
liquidation shall:

(i) state the Liquidation Date;

(ii) state that from and after the Liquidation Date, the Trust
Securities will no longer be deemed to be Outstanding and any Trust
Securities Certificates not surrendered for exchange will be deemed to
represent a Like Amount of Debentures; and

(iii) provide such information with respect to the mechanics by which
Holders may exchange Trust Securities Certificates for Debentures, or if
Section 9.4(d) applies receive a Liquidation Distribution, as the
Administrative Trustees or the Property Trustee shall deem appropriate.

(b) Unless Section 9.2(c) or 9.4(d) applies, in order to effect the
liquidation of the Trust and the distribution of Debentures to Holders, the
Property Trustee shall establish a record date for such distribution (which
shall be not more than 45 days prior to the Liquidation Date) and, either itself
acting as exchange agent or through the appointment of a separate exchange
agent, shall establish such procedures as

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<PAGE>

it shall deem appropriate to effect the distribution of Debentures in exchange
for the Outstanding Trust Securities Certificates.

(c) Unless Section 9.2(c) or 9.4(d) applies, after the Liquidation Date (i)
the Trust Securities will no longer be deemed to be Outstanding, (ii)
certificates representing a Like Amount of Debentures will be issued to Holders
of Trust Securities Certificates, upon surrender of such certificates to the
Administrative Trustees or their agent for exchange, (iii) the Depositor shall
use its best efforts to have the Debentures listed on the New York Stock
Exchange or on such other exchange, interdealer quotation system or self-
regulatory organization as the Preferred Securities are then listed, (iv) any
Trust Securities Certificates not so surrendered for exchange will be deemed to
represent a Like Amount of Debentures, accruing interest at the rate provided
for in the Debentures from the last Distribution Date on which a Distribution
was made on such Trust Securities Certificates until such certificates are so
surrendered (and until such certificates are so surrendered, no payments of
interest or principal will be made to Holders of Trust Securities Certificates
with respect to such Debentures) and (v) all rights of Holders holding Trust
Securities will cease, except the right of such Holders to receive Debentures
upon surrender of Trust Securities Certificates.

(d) If, notwithstanding the other provisions of this Section 9.4, whether
because of an order for dissolution entered by a court of competent jurisdiction
or otherwise, distribution of the Debentures in the manner provided herein is
determined by the Property Trustee not to be practical, then the Trust Property
shall be liquidated, and the Trust shall be wound up by the Property Trustee in
such manner as the Property Trustee determines subject to applicable law. In
such event, on the date of the dissolution of the Trust, Holders will be
entitled to receive out of the assets of the Trust available for distribution to
Holders, after satisfaction of liabilities to creditors of the Trust as provided
by applicable law, an amount equal to the Liquidation Amount per Trust Security
plus accumulated and unpaid Distributions thereon to the date of payment (such
amount being the "Liquidation Distribution"). If, upon any such dissolution, the
Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts payable
by the Trust on the Trust Securities shall be paid pro rata based upon
Liquidation Amounts. The Holder of the Outstanding Common Securities will be
entitled to receive Liquidation Distributions upon any such liquidation pro
rata, based upon Liquidation Amount, with Holders of Preferred Securities,
except that, if any Debenture Event of Default shall have occurred and be
continuing at the time of payment of the Liquidation Distribution, the Preferred
Securities shall have a priority over the Common Securities with respect to
payment of any amount of Liquidation Distribution.

(e) Following the Expiration Date or an Early Termination Event and after
the completion of the winding up of the affairs of the Trust pursuant to this
Section 9.4, one of the Trustees shall file a certificate of cancellation with
the Delaware Secretary of State.

SECTION 9.5. Mergers, Consolidations, Amalgamations or Replacements of the
-------------------------------------------------------------
Trust.
- -----

The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, except pursuant to this Article IX.
At the request of the Holder of the Common Securities, with the consent of the
Administrative Trustees and without the consent of the Holders of the Preferred
Securities, the Property Trustee or the Delaware Trustee, the Trust may merge
with or into, consolidate, amalgamate, or be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any State; provided, that (i) such successor
entity either (a) expressly assumes all of the obligations of the Trust with
respect to the Preferred Securities or (b) substitutes for the Preferred

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<PAGE>

Securities other securities having substantially the same terms as the Preferred
Securities ("Successor Securities") so long as the Successor Securities rank the
same as the Preferred Securities rank in priority with respect to distributions
and payments upon liquidation, redemption and otherwise, (ii) the Depositor
expressly appoints a trustee of such successor entity possessing the same powers
and duties as the Property Trustee as the holder of the Debentures, (iii) the
Successor Securities are listed or traded, or any Successor Securities will be
listed upon notification of issuance, on any national securities exchange or
other organization on which the Preferred Securities are then listed or traded,
if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not cause the Preferred Securities (including any
Successor Securities) to be downgraded by any nationally recognized statistical
rating organization, (v) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Preferred Securities (including any
Successor Securities) in any material respect, (vi) such successor entity has a
purpose substantially identical to that of the Trust, (vii) prior to such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease,
the Property Trustee has received an Opinion of Counsel to the effect that (a)
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of the
Holders of the Preferred Securities (including any Successor Securities) in any
material respect, and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity will be required to register as an investment company under the 1940 Act
and (viii) the Depositor owns all of the common securities of such successor
entity and guarantees the obligations of such successor entity under the
Successor Securities at least to the extent provided by the Guarantee.
Notwithstanding the foregoing, the Trust shall not, except with the consent of
Holders of all Outstanding Preferred Securities, consolidate, amalgamate, merge
with or into, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other Person or permit any other
Person to consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or the successor Person to be classified as an association
taxable as a corporation for United States federal income tax purposes.

ARTICLE X

MISCELLANEOUS PROVISIONS

SECTION 10.1. Limitation of Rights of Holders.
-------------------------------

The death or incapacity, or the dissolution, liquidation, termination, or
the bankruptcy of any Person having an interest, beneficial or otherwise, in
Trust Securities shall not operate to terminate this Declaration or dissolve,
terminate or annul the Trust, nor entitle the legal representatives, successors
or heirs of such person or any Holder for such person, to claim an accounting,
take any action or bring any proceeding in any court for a partition or winding
up of the arrangements contemplated hereby, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

SECTION 10.2. Amendment.
----------

(a) This Declaration may be amended from time to time by the Property
Trustee, the Administrative Trustees and the Holder of the Common Securities,
without the consent of any Holders, (i) to cure any ambiguity, correct or
supplement any provision herein which may be inconsistent with any other
provision herein, or to make any other provisions with respect to matters or
questions arising under this Declaration, which shall not be inconsistent with
the other provisions of this Declaration, or (ii) to modify, eliminate or add to
any provisions of this Declaration to such extent as shall be necessary to
ensure

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<PAGE>

that the Trust will not be classified for United States federal income tax
purposes as an association taxable as a corporation at any times that any Trust
Securities are outstanding or to ensure that the Trust will not be required to
register as an investment company under the 1940 Act; provided, however, that in
the case of clause (i), such action shall not adversely affect in any material
respect the interests of any Holder, and any such amendments of this Declaration
shall become effective when notice thereof is given to the Holders.

(b) Except as provided in Section 10.2(c) hereof, any provision of this
Declaration may be amended by the Trustees and the Holder of the Common
Securities with (i) the consent of Holders representing not less than a majority
Liquidation Amount of the Outstanding Trust Securities and (ii) receipt by the
Trustees of an Opinion of Counsel to the effect that such amendment or the
exercise of any power granted to the Trustees in accordance with such amendment
will not cause the Trust to be classified as an association taxable as a
corporation for United States federal income tax purposes or affect the Trust's
exemption from status of an investment company under the 1940 Act.

(c) In addition to and notwithstanding any other provision in this
Declaration, without the consent of each affected Holder (such consent being
obtained in accordance with Section 6.3 or 6.6 hereof), this Declaration may not
be amended to (i) change the amount or timing of any Distribution or otherwise
adversely affect the amount of any Distribution required to be made as of a
specified date or (ii) restrict the right of a Holder to institute suit for the
enforcement of any such payment on or after such date; notwithstanding any other
provision herein, without the unanimous consent of the Holders (such consent
being obtained in accordance with Section 6.3 or 6.6 hereof), this paragraph (c)
of this Section 10.2 may not be amended.

(d) Notwithstanding any other provisions of this Declaration, no Trustee
shall enter into or consent to any amendment to this Declaration which would
cause the Trust to be classified as an association taxable as a corporation for
United States federal income tax purposes or fail or cease to qualify for the
exemption from status of an investment company under the 1940 Act.

(e) Notwithstanding anything in this Declaration to the contrary, without
the consent of the Depositor, this Declaration may not be amended in a manner
which imposes any additional obligation or liability on the Depositor.

(f) If any amendment to this Declaration is made, the Administrative
Trustees shall promptly provide to the Depositor a copy of such amendment.

(g) Neither the Property Trustee nor the Delaware Trustee shall be required
to enter into any amendment to this Declaration which affects its own rights,
duties or immunities under this Declaration. The Property Trustee shall be
entitled to receive an Opinion of Counsel and an Officers' Certificate stating
that any amendment to this Declaration is in compliance with this Declaration.

SECTION 10.3. Separability.
------------

If any provision in this Declaration or in the Trust Securities
Certificates shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

SECTION 10.4. Governing Law.
-------------

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<PAGE>

THIS DECLARATION AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS, THE
TRUST, THE DEPOSITOR AND THE TRUSTEES WITH RESPECT TO THIS DECLARATION AND THE
TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF DELAWARE.

SECTION 10.5. Payments Due on Non-Business Day.
--------------------------------

If the date fixed for any payment on any Trust Security shall be a day that
is not a Business Day, then such payment need not be made on such date but may
be made on the next succeeding day that is a Business Day (except as otherwise
provided in Sections 4.1(a) and 4.2(d)), with the same force and effect as
though made on the date fixed for such payment, and no interest shall accrue
thereon for the period after such date.

SECTION 10.6. Successors.
----------

This Declaration shall be binding upon and shall inure to the benefit of
any successor to the Depositor, the Trust or the Relevant Trustee, including any
successor by operation of law. Except in connection with a consolidation, merger
or sale involving the Depositor that is permitted under Article Eight of the
Indenture and pursuant to which the assignee agrees in writing to perform the
Depositor's obligations hereunder, the Depositor shall not assign its
obligations hereunder (any purported assignment in contravention of this Section
10.6 being null and void).

SECTION 10.7. Headings.
--------

The Article and Section headings are for convenience only and shall not
affect the construction of this Declaration.

SECTION 10.8. Reports, Notices and Demands.
----------------------------

Any report, notice, demand or other communication which by any provision of
this Declaration is required or permitted to be given or served to or upon any
Holder or the Depositor may be given or served in writing by deposit thereof,
first-class postage prepaid, in the United States mail, hand delivery or
facsimile transmission, in each case, addressed, (a) in the case of a Holder of
Preferred Securities, to such Holder as such Holder's name and address may
appear on the Securities Register; and (b) in the case of the Common Holder or
the Depositor, to Proffitt's, Inc., 750 Lakeshore Parkway, Birmingham, Alabama
35211, Attention: General Counsel, facsimile number: (205) 940-4468. Such
notice, demand or other communication to or upon a Holder shall be deemed to
have been sufficiently given or made, for all purposes, upon hand delivery,
mailing or transmission.

Any notice, demand or other communication which by any provision of this
Declaration is required or permitted to be given or served to or upon the Trust,
the Property Trustee, the Delaware Trustee or the Administrative Trustees shall
be given in writing addressed (until another address is published by the Trust)
as follows: (a) with respect to the Property Trustee to The First National Bank
of Chicago, One First National Plaza, Mail Suite 0126, Chicago, Illinois 60670-
0126; Attention: Corporate Trustee Administration; (b) with respect to the
Delaware Trustee, to First Chicago Delaware Inc. and its address in the State of
Delaware is 300 King Street, Wilmington, Delaware 19801, Attention: Mike
Majchrzak; (c) with respect to the Administrative Trustees, to them at the
address above for notices to the Depositor, marked "Attention Administrative
Trustees of _____ Capital Trust __"; and (d) with respect to the Trust to
Proffitt's, Inc., 750 Lakeshore Parkway, Birmingham, Alabama 35211, Attention:
General Counsel. Such

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<PAGE>

notice, demand or other communication to or upon the Trust or the Property
Trustee shall be deemed to have been sufficiently given or made only upon actual
receipt of the writing by the Trust or the Property Trustee.

SECTION 10.9. Agreement Not to Petition.
-------------------------

Each of the Trustees and the Depositor agree for the benefit of the Holders
that, until at least one year and one day after the Trust has been terminated in
accordance with Article IX, they shall not file, or join in the filing of, a
petition against the Trust under any bankruptcy, insolvency, reorganization or
other similar law (including, without limitation, the United States Bankruptcy
Code) (collectively, "Bankruptcy Laws") or otherwise join in the commencement of
any proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor takes action in violation of this Section 10.9, the Property Trustee
agrees, for the benefit of Holders, that at the expense of the Depositor, it
shall file an answer with the bankruptcy court or otherwise properly contest the
filing of such petition by the Depositor against the Trust or the commencement
of such action and raise the defense that the Depositor has agreed in writing
not to take such action and should be stopped and precluded therefrom and such
other defenses, if any, as counsel for the Trustee or the Trust may assert. The
provisions of this Section 10.9 shall survive the termination of this
Declaration.

SECTION 10.10. Application of Trust Indenture Act.
----------------------------------

(a) This Declaration is subject to the provisions of the Trust Indenture
Act that are required to be part of this Declaration and shall, to the extent
applicable, be governed by such provisions.

(b) The Property Trustee shall be the only Trustee which is a trustee for
the purposes of the Trust Indenture Act.

(c) If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Declaration by any of
the provisions of the Trust Indenture Act, such required provision shall
control. If any provision of this Declaration modifies or excludes any provision
of the Trust Indenture Act which may be so modified or excluded, the latter
provision shall be deemed to apply to this Declaration as so modified or
excluded, as the case may be.

(d) The application of the Trust Indenture Act to this Declaration shall
not affect the nature of the Trust Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.

SECTION 10.11. Acceptance of Terms of Declaration, Guarantee and Indenture.
-----------------------------------------------------------

THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN
BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR
FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE
BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY
OF ALL THE TERMS AND PROVISIONS OF THIS DECLARATION AND AGREEMENT TO THE
SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND
SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH HOLDER AND SUCH OTHERS THAT
THE TERMS AND PROVISIONS OF THIS DECLARATION SHALL BE BINDING, OPERATIVE AND
EFFECTIVE AS BETWEEN THE TRUST AND SUCH HOLDER AND SUCH OTHERS.

-44-
<PAGE>

[Signatures on Next Page]

-45-
<PAGE>

IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated
Declaration as of the date first above written.

PROFFITT'S, INC., as Depositor

By:____________________________________
Name:
Title:

THE FIRST NATIONAL BANK OF CHICAGO,
as Property Trustee

By:____________________________________
Name:__________________________________
Title:_________________________________

FIRST CHICAGO DELAWARE INC.
as Delaware Trustee

By:____________________________________
Name___________________________________
Title:_________________________________

By:____________________________________
Douglas E. Coltharp,
as Administrative Trustee

By:____________________________________
Brian J. Martin, as Administrative Trustee

By:____________________________________
James S. Scully, as Administrative Trustee

-46-
<PAGE>

EXHIBIT A

CERTIFICATE OF TRUST
OF
_____ CAPITAL TRUST __

This Certificate of Trust of _____ Capital Trust __ (the "Trust"), dated
August 17, 1998, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. (S) 3801 et seq.).

1. NAME. The name of the business trust being formed hereby is: ______
Capital Trust __.

3. EFFECTIVE DATE. This Certificate of Trust shall be effective as of
filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
duly executed this Certificate of Trust.

First Chicago Delaware Inc.,
not in its individual capacity,
but solely as Trustee

By:____________________________________
Name:
Title:

The First National Bank of Chicago,
not in its individual capacity, but
solely as Trustee

By:____________________________________
Name:
Title:

James S. Scully,
not in his individual capacity,
but solely as Trustee

_______________________________________
<PAGE>

EXHIBIT B

The Depository Trust Company,
55 Water Street, 49th Floor,
New York, New York 10041-0099
Attention: General Counsel's Office

Re: _____ Capital Trust __ ____% Cumulative Trust Preferred Securities

Ladies and Gentlemen:

The purpose of this letter is to set forth certain matters relating to the
issuance and deposit with The Depository Trust Company ("DTC") of the _____
Capital Trust __ ____% Cumulative Trust Preferred Securities (the "Preferred
Securities"), of _____ Capital Trust __, a Delaware business trust (the
"Issuer"), created and continued pursuant to an Amended and Restated Declaration
of Trust between PROFFITT'S, INC. ("Proffitt's"), THE FIRST NATIONAL BANK OF
CHICAGO, as Property Trustee, FIRST CHICAGO DELAWARE INC., as Delaware Trustee,
the Administrative Trustees named therein and the holders, from time to time, of
undivided beneficial interests in the assets of the trust. The payment of
distributions on the Preferred Securities, and payments due upon liquidation of
Issuer or redemption of the Preferred Securities, to the extent the Issuer has
funds available for the payment thereof are guaranteed by Proffitt's to the
extent set forth in a Guarantee Agreement dated ____________, ____ by Proffitt's
with respect to the Preferred Securities. Proffitt's and the Issuer propose to
sell the Preferred Securities to certain Underwriters (the "Underwriters")
pursuant to an Underwriting Agreement dated __________, ____ by and among the
Underwriters, the Issuer and Proffitt's dated ______________, ____ and the
Underwriters wish to take delivery of the Preferred Securities through DTC.
_____________ is acting as transfer agent and registrar with respect to the
Preferred Securities (the "Transfer Agent and Registrar").

To induce DTC to accept the Preferred Securities as eligible for deposit at
DTC, and to act in accordance with DTC's rules with respect to the Preferred
Securities, the Issuer, the Transfer Agent and Registrar and DTC agree among
each other as follows:

1. Prior to the closing of the sale of the Preferred Securities to the
Underwriters, which is expected to occur on or about __________ __, ____, there
shall be deposited with DTC one or more global certificates (individually and
collectively, the "Global Certificate") registered in the name of DTC's
Preferred Securities nominee, Cede & Co., representing an aggregate of
____________ Preferred Securities and bearing the following legend:

Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.

2. The Amended and Restated Declaration of Trust provides for the voting by
holders of the Preferred Securities under certain limited circumstances (with no
provision for revocation of consents or
<PAGE>

votes by subsequent holders). The Issuer shall establish a record date for such
purposes and shall, to the extent possible, give DTC notice of such record date
not less than 15 calendar days in advance of such record date.

3. In the event of a stock split, conversion, recapitalization,
reorganization or any other similar transaction resulting in the cancellation of
all or any part of the Preferred Securities outstanding, the Issuer or the
Transfer Agent and Registrar shall send DTC a notice of such event at least 5
business days prior to the effective date of such event.

4. In the event of distribution on, or an offering or issuance of rights
with respect to, the Preferred Securities outstanding, the Issuer or the
Transfer Agent and Registrar shall send DTC a notice specifying: (a) the amount
of and conditions, if any, applicable to the payment of any such distribution or
any such offering or issuance of rights; (b) any applicable expiration or
deadline date, or any date by which any action on the part of the holders of
Preferred Securities is required; and (c) the date any required notice is to be
mailed by or on behalf of the Issuer to holders of Preferred Securities or
published by or on behalf of theIssuer (whether by mail or publication, the
"Publication Date"). Such notice shall be sent to DTC by a secure means (e.g.,
legible telecopy, registered or certified mail, overnight delivery) in a timely
manner designed to assure that such notice is in DTC's possession no later than
the close of business on the business day before the Publication Date. The
Issuer or the Transfer Agent and Registrar will forward such notice either in a
separate secure transmission for each CUSIP number or in a secure transmission
of multiple CUSIP numbers (if applicable) that includes a manifest or list of
each CUSIP number submitted in that transmission. (The party sending such notice
shall have a method to verify subsequently the use of such means and the
timeliness of such notice.) The Publication Date shall be not less than 30
calendar days nor more than 60 calendar days prior to the payment of any such
distribution or any such offering or issuance of rights with respect to the
Preferred Securities. After establishing the amount of payment to be made on the
Preferred Securities, the Issuer or the Transfer Agent and Registrar will notify
DTC's Dividend Department of such payment 5 business days prior to payment date.
Notices to DTC's Dividend Department by telecopy shall be sent to (212) 709-
1723. Such notices by mail or by any other means shall be sent to:

Manager, Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, New York 10004-2695

The Issuer or the Transfer Agent and Registrar shall confirm DTC's receipt of
such telecopy by telephoning the Dividend Department at (212) 709-1270.

-2-
<PAGE>

5. In the event of a redemption by the Issuer of the Preferred Securities,
notice specifying the terms of the redemption and the Publication Date of such
notice shall be sent by the Issuer or the Transfer Agent and Registrar to DTC
not less than 30 calendar days prior to such event by a secure means in the
manner set forth in paragraph 4. Such redemption notice shall be sent to DTC's
Call Notification Department at (516) 227-4164 or (516) 227-4190, and receipt of
such notice shall be confirmed by telephoning (516) 227-4070. Notice by mail or
by any other means shall be sent to:

Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, New York 11530-4719

6. In the event of any invitation to tender the Preferred Securities, notice
specifying the terms of the tender and the Publication Date of such notice shall
be sent by the Issuer or the Transfer Agent and Registrar to DTC by a secure
means and in a timely manner as described in paragraph 4. Notices to DTC
pursuant to this paragraph and notices of other corporate actions (including
mandatory tenders, exchanges and capital changes) shall be sent, unless
notification to another department is expressly provided for herein, by telecopy
to DTC's Reorganization Department at (212) 709-1093 or (212) 709-1094 and
receipt of such notice shall be confirmed by telephoning (212) 709-6884, or by
mail or any other means to:

Manager, Reorganization Department
Reorganization Window
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, New York 10004-2695

7. All notices and payment advices sent to DTC shall contain the CUSIP
number or numbers of the Preferred Securities and the accompanying designation
of the Preferred Securities, which, as of the date of this letter, is "_____
Capital Trust __ ____% Cumulative Trust Preferred Securities."

8. Distribution payments or other cash payments that are part of periodic
payments with respect to the Preferred Securities evidenced by the Global
Certificate shall be received by Cede & Co., as nominee of DTC, or its
registered assigns in same-day funds no later than 2:30 p.m. (Eastern Time) on
each payment date (or in accordance with existing arrangements between the
Issuer or the Transfer Agent and Registrar and DTC). Absent any other
arrangements between the Issuer or the Transfer Agent and Registrar and DTC,
such funds shall be wired as follows:

________________
________________

The Issuer or the Transfer Agent and Registrar shall provide payment information
to a standard announcement service subscribed to by DTC. In the unlikely event
that no such service exists, the Issuer agrees that it or the Transfer Agent and
Registrar shall provide this information directly to DTC in advance of the
record date as soon as the information is available. This information should be
conveyed directly to DTC electronically. If electronic transmission is not
available, absent any other arrangements between the Transfer Agent and DTC,
such information should be sent by telecopy to DTC's Dividend Department at
(212) 709-1723 or (212) 709-1686, and receipt of such notices shall be confirmed
by telephoning (212) 709-1270. Notices to DTC pursuant to the above by mail or
by any other means shall be sent to:

-3-
<PAGE>

Manager; Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square; 22nd Floor
New York, NY 10004-2695

9. DTC shall receive maturity and redemption payments with respect to the
Preferred Securities evidenced by the Global Certificate allocated with respect
to each CUSIP number on the payable date in same-day funds by 2:30 p.m. (Eastern
Time). Absent any other arrangements between the Transfer Agent and Registrar
and DTC, such payments shall be wired as follows:

________________
________________

in accordance with existing SDFS payment procedures in the manner set forth in
DTC's SDFS Paying Agent Operating Procedures, a copy of which has previously
been furnished to the Transfer Agent and Registrar.

10. DTC shall receive all reorganization payments and CUSIP-level detail
resulting from corporate actions (such as tender offers, remarketings, or
mergers) on the first payable date in same-day funds by 2:30 p.m. (Eastern
Time). Absent any other arrangements between the Transfer Agent and Registrar
and DTC, such payments shall be wired as follows:

________________
________________

11. DTC may by prior written notice direct the Issuer and the Transfer
Agent and Registrar to use any other telecopy number or address of DTC as the
number or address to which notices or payments may be sent.

12. In the event of a conversion, redemption, or any other similar
transaction (e.g., tender made and accepted in response to the Issuer's or the
Transfer Agent and Registrar's invitation) necessitating a reduction in the
aggregate number of Preferred Securities outstanding evidenced by Global
Certificates, DTC, in its discretion: (a) may request the Issuer or the Transfer
Agent and Registrar to issue and countersign a new Global Certificate; or (b)
may make an appropriate notation on the Global Certificate indicating the date
and amount of such reduction.

13. DTC may discontinue its services as a securities depository with
respect to the Preferred Securities at any time by giving reasonable notice to
the Issuer and the Transfer Agent and Registrar (at which time DTC will confirm
with the Issuer or the Transfer Agent and Registrar the aggregate number of
Preferred Securities deposited with it) and discharging its responsibilities
with respect thereto under applicable law. Under such circumstances, the Issuer
may determine to make alternative arrangements for book-entry settlement for the
Preferred Securities, make available one or more separate global certificates
evidencing Preferred Securities to any Participant having Preferred Securities
credited to its DTC account, or issue definitive Preferred Securities to the
beneficial holders thereof, and in any such case, DTC agrees to cooperate fully
with the Issuer and the Transfer Agent and Registrar, and to return the Global
Certificate, duly endorsed for transfer as directed by the Issuer or the
Transfer Agent and Registrar, together with any other documents of transfer
reasonably requested by the Issuer or the Transfer Agent and Registrar.

-4-
<PAGE>

14. In the event that the Issuer determines that beneficial owners of
Preferred Securities shall be able to obtain definitive Preferred Securities,
the Issuer or the Transfer Agent and Registrar shall notify DTC of the
availability of certificates. In such event, the Issuer or the Transfer Agent
and Registrar shall issue, transfer and exchange certificates in appropriate
amounts, as required by DTC and others, and DTC agrees to cooperate fully with
the Issuer and the Transfer Agent and Registrar and to return the Global
Certificate, duly endorsed for transfer as directed by the Issuer or the
Transfer Agent and Registrar, together with any other documents of transfer
reasonably requested by the Issuer or the Transfer Agent and Registrar.

15. This letter may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument. Nothing
herein shall be deemed to require the Transfer Agent and Registrar to advance
funds on behalf of _____ Capital Trust __.

Very truly yours,

_____ CAPITAL TRUST __
as Issuer

By:_______________________________
Name:_____________________________
Administrative Trustee

_______________________
as Trustee, Transfer Agent and Registrar

By:_______________________________
Name:_____________________________
Title:____________________________

RECEIVED AND ACCEPTED:

THE DEPOSITORY TRUST COMPANY

By:__________________
Authorized Officer
- ---------------------

-5-
<PAGE>

EXHIBIT C

THIS CERTIFICATE IS NOT TRANSFERABLE OTHER THAN IN ACCORDANCE WITH SECTION 5.10
- -------------------------------------------------------------------------------
OF THE DECLARATION (AS DEFINED BELOW)
-------------------------------------

CERTIFICATE NUMBER NUMBER OF COMMON SECURITIES
C-1 [ _________________ ]

CERTIFICATE EVIDENCING COMMON SECURITIES
OF

_____ CAPITAL TRUST __

____% COMMON SECURITIES
(LIQUIDATION AMOUNT $_________ PER COMMON SECURITY)

_____ CAPITAL TRUST __ , a business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that PROFFITT'S, INC., a
Tennessee corporation (the "Holder"), is the registered owner of () common
securities of the Trust, representing beneficial interests of the Trust and
designated the ____% Common Securities (Liquidation Amount $_____ per Common
Security) (the "Common Securities"). Except as provided in Section 5.10 of the
Declaration (as defined below) the Common Securities are not transferable and
any attempted transfer hereof shall be null and void. The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Declaration of the Trust,
dated as of _______________, , as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Common Securities
as set forth therein. The Trust will furnish a copy of the Declaration to the
Holder without charge upon written request to the Trust at its principal place
of business or registered office.

BY RECEIPT AND ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER AGREES TO BE
BOUND BY THE DECLARATION AND IS ENTITLED TO THE BENEFITS THEREUNDER.

IN WITNESS WHEREOF, the undersigned Administrative Trustee of the Trust has
executed this certificate as of _____________________.

_____ CAPITAL TRUST __

By:____________________________
Name:__________________________
Administrative Trustee
<PAGE>

EXHIBIT D

AGREEMENT AS TO EXPENSES AND LIABILITIES
----------------------------------------

AGREEMENT, dated as of _________________, between PROFFITT'S, INC., a
Tennessee corporation (the "Corporation"), and _____ CAPITAL TRUST ___, a
Delaware business trust (the "Trust").

W I T N E S S E T H :

WHEREAS, the Trust intends to issue its Common Securities (the "Common
Securities") to and receive Debentures from the Corporation and to issue and
sell ____% Cumulative Trust Preferred Securities (the "Preferred Securities")
with such powers, preferences and special rights and restrictions as are set
forth in the Amended and Restated Declaration of the Trust, dated as of
___________, as the same may be amended from time to time (the "Declaration");
and

WHEREAS, the Corporation will directly or indirectly own all of the Common
Securities of the Trust and will issue the Debentures;

NOW, THEREFORE, in consideration of the purchase by each holder of the
Preferred Securities, which purchase the Corporation hereby agrees shall benefit
the Corporation and which purchase the Corporation acknowledges will be made in
reliance upon the execution and delivery of this Agreement, the Corporation and
Trust hereby agree as follows:

ARTICLE I

SECTION 1.1. Guarantee by the Corporation.
----------------------------

Subject to the terms and conditions hereof, the Corporation hereby
irrevocably and unconditionally guarantees to each person or entity to whom the
Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the
full payment, when and as due, of any and all Obligations (as hereinafter
defined) to such Beneficiaries. As used herein, "Obligations" means any costs,
expenses or liabilities of the Trust, other than obligations of the Trust to pay
to holders of any Preferred Securities or other similar interests in the Trust
the amounts due such holders pursuant to the terms of the Preferred Securities
or such other similar interests, as the case may be. This Agreement is intended
to be for the benefit of, and to be enforceable by, all such Beneficiaries,
whether or not such Beneficiaries have received notice hereof.

SECTION 1.2. Term of Agreement.
-----------------

This Agreement shall terminate and be of no further force or effect upon
the later of (a) the date on which full payment has been made of all amounts
payable to all holders of all the Preferred Securities (whether upon redemption,
liquidation, exchange or otherwise) and (b) the date on which there are no
Beneficiaries remaining; provided, however, that this Agreement shall continue
to be effective or shall be reinstated, as the case may be, if at any time any
holder of Preferred Securities or any Beneficiary must restore payment of any
sums paid in respect of the Preferred Securities, under any Obligation, under
the Guarantee Agreement dated the date hereof between the Corporation and The
First National Bank of Chicago, as guarantee trustee or under this Agreement for
any reason whatsoever.
<PAGE>

This Agreement shall be continuing, irrevocable, unconditional and
absolute.

SECTION 1.3. Waiver of Notice.
----------------

The Corporation hereby waives notice of acceptance of this Agreement and of
any Obligation to which it applies or may apply, and the Corporation hereby
waives presentment, demand for payment, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.

SECTION 1.4. No Impairment.
-------------

The obligations, covenants, agreements and duties of the Corporation under
this Agreement shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:

(a) the extension of time for the payment by the Trust of all or any
portion of the Obligations or for the performance of any other obligation under,
arising out of, or in connection with, the obligations;

(b) any failure, omission, delay or lack of diligence on the part of the
Beneficiaries to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Beneficiaries with respect to the Obligations or any
action on the part of the Trust granting indulgence or extension of any kind; or

(c) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Trust or any of the assets of the
Trust. There shall be no obligation of the Beneficiaries to give notice to, or
obtain the consent of, the Corporation with respect to the happening of any of
the foregoing.

SECTION 1.5. Enforcement.
-----------

A Beneficiary may enforce this Agreement directly against the Corporation
and the Corporation waives any right or remedy to require that any action be
brought against the Trust or any other person or entity before proceeding
against the Corporation.

SECTION 1.6. Subrogation.
------------

The Corporation shall be subrogated to all (if any) rights of the Trust in
respect of any amounts paid to the Beneficiaries by the Corporation under this
Agreement; provided, however, that the Corporation shall not (except to the
extent required by mandatory provisions of law) be entitled to enforce or
exercise any rights which it may acquire by way of subrogation or any indemnity,
reimbursement or other agreement, in all cases as a result of payment under this
Agreement, if, at the time of any such payment, any amounts are due and unpaid
under this Agreement.

ARTICLE II

SECTION 2.1. Binding Effect.
--------------

This Agreement shall bind the successors, assigns, receivers, trustees and
representatives of the Corporation and shall inure to the benefit of the
Beneficiaries.

-2-
<PAGE>

SECTION 2.2. Amendment.
---------

So long as there shall remain any Beneficiary or any Preferred Securities
of any series shall be outstanding, this Agreement may not be modified or
amended in any manner adverse to such Beneficiary or to the holders of the
Preferred Securities.

SECTION 2.3. Notices.
-------

Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering the same against receipt
therefor by facsimile transmission (confirmed by mail), telex or by registered
or certified mail, addressed as follows (and if so given, shall be deemed given
when mailed or upon receipt of an answer-back, if sent by telex):

_____ CAPITAL TRUST __
c/o PROFFITT'S, INC.
750 Lakeshore Parkway
Birmingham, Alabama 35211
Facsimile No.: (205) 940-4468
Attention: General Counsel

PROFFITT'S, INC.
750 Lakeshore Parkway
Birmingham, Alabama 35211
Facsimile No.: (205) 940-4468
Attention: General Counsel

SECTION 2.4. Governing Law.
-------------

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.

PROFFITT'S, INC.

By:_____________________________
Name:___________________________
Title:__________________________

_____ CAPITAL TRUST __

By:_____________________________
Name:___________________________
Administrative Trustee

-3-
<PAGE>

EXHIBIT E

[IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT--This
Preferred Security is a Global Certificate (as may be defined in the Declaration
hereinafter referred to or in the Amended and Restated Declaration of Trust, as
may be amended from time to time) and is registered in the name of The
Depository Trust Company (the "Depository") or a nominee of the Depository. This
Preferred Security is exchangeable for Preferred Securities registered in the
name of a person other than the Depository or its nominee only in the limited
circumstances described in the Declaration and no transfer of this Preferred
Security (other than a transfer of this Preferred Security as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository) may be registered except in
limited circumstances.

Unless this Preferred Security is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York) to _____ Capital
Trust __ or its agent for registration of transfer, exchange or payment, and any
Preferred Security issued is registered in the name of Cede & Co. or such other
name as requested by an authorized representative of The Depository Trust
Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein. ]

CERTIFICATE NUMBER NUMBER OF PREFERRED SECURITIES
P- [___________]
CUSIP NO.____________

CERTIFICATE EVIDENCING PREFERRED SECURITIES
OF

_____ CAPITAL TRUST __

____% CUMULATIVE TRUST PREFERRED CAPITAL SECURITIES,
(LIQUIDATION AMOUNT $________ PER PREFERRED SECURITY)

_____ Capital Trust __, a business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that ___________________ (the
"Holder") is the registered owner of (______) preferred securities of the Trust
representing an undivided beneficial interest in the assets of the Trust and
designated the _____ Capital Trust __ ____% Cumulative Trust Preferred
Securities (Liquidation Amount $_____ per Preferred Security) (the "Preferred
Securities"). The Preferred Securities are transferable on the books and records
of the Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as provided in Section
5.4 of the Declaration (as defined below). The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities are set forth in, and this certificate and the Preferred Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Declaration of the Trust, dated as
of _______________, as the same may be amended from time to time, as the same
may be amended from time to time (the "Declaration"), including the designation
of the terms of Preferred Securities as set forth therein. The Holder is
entitled to the benefits of the Guarantee Agreement entered into by PROFFITT'S,
INC., a Tennessee corporation, and THE FIRST NATIONAL BANK OF CHICAGO, as
guarantee trustee, dated as of _____________, (the
<PAGE>

"Guarantee"), to the extent provided therein. The Trust will furnish a copy of
the Declaration and the Guarantee to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.

BY RECEIPT AND ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER AGREES TO BE
BOUND BY THE DECLARATION AND IS ENTITLED TO THE BENEFITS THEREUNDER.

IN WITNESS WHEREOF, the undersigned Administrative Trustee of the Trust has
executed this certificate as of __________________.

_____ CAPITAL TRUST __

By:__________________________
Name:________________________
Administrative Trustee

-2-
<PAGE>

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security to:

(Insert assignee's social security or tax identification number)

(Insert address and zip code of assignee) and irrevocably appoints

agent to transfer this Preferred Securities Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date:_________

Signature:
- ------------------------------------------------------------
(Sign exactly as your name appears on the other side of this
Preferred Security Certificate)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

-3-

<PAGE>

EXHIBIT 12.1

<TABLE>
<CAPTION>
For the 52 Weeks Ended,
---------------------------------------------------------------------------------------------
January 29, January 28, February 3, February 1, January 31,
1994 (1) 1995 1996 1997 1998
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Ratio of Earnings
- -----------------
to Fixed Charges
----------------

Earnings:
Pre-tax income from continuing
operations..................... (135,697) 146,112 113,856 117,803 137,880
Fixed charges..................... 47,722 67,827 75,668 72,036 93,416
Preferred stock dividends......... -- (2,777) (3,197) (1,305) --
Capitalized interest.............. (1,176) (1,170) (1,364) (829) (1,716)
-------- -------- -------- -------- --------

Total Earnings................. (89,151) 209,992 184,963 187,705 229,580
======== ======== ======== ======== ========
Fixed Charges:
Interest expense.................. 25,383 40,910 47,363 42,666 55,077
Capitalized interest.............. 1,176 1,170 1,364 829 1,716
Portion of rental expense......... 21,163 22,970 23,744 27,236 36,623
Preferred stock dividends......... -- 2,777 3,197 1,305 --
-------- -------- -------- -------- --------

Total Fixed Charges............ 47,722 67,827 75,668 72,036 93,416
======== ======== ======== ======== ========

Ratio of Earnings to Fixed Charges... -- 3.1 2.4 2.6 2.5
======== ======== ======== ======== ========

____________________
(1) For the fiscal year ended January 29, 1994, the Company reported a pre-tax
loss from continuing operations of $135,697, which resulted from the
emergence of Carson Pirie Scott & Co. ("CPS") from Chapter 11 bankruptcy
protection during the fiscal year. The Company acquired CPS on January 31,
1998 and accounted for the acquisition as a pooling-of-interests. Net income
after extraordinary items and changes in accounting methods for the fiscal
year ended January 29, 1994 was $28,832. The ratio of earnings to fixed
charges calculation for fiscal year ended January 29, 1994, indicated a
fixed charge coverage deficiency of $136,873.

</TABLE>
<TABLE>
<CAPTION>
For the Three Months Ended,
-----------------------------
May 3, May 2,
1997 1998
------------- -------------
<S> <C> <C>
Ratio of Earnings
- -----------------
to Fixed Charges
----------------

Earnings:
Pre-tax income from continuing
operations......................... 22,538 35,008
Fixed charges......................... 23,477 17,056
Preferred stock dividends............. -- --
Capitalized interest.................. (192) (221)
------- -------

Total Earnings..................... 45,823 51,843
======= =======
Fixed Charges:
Interest expense...................... 14,955 7,942
Capitalized interest.................. 192 221
Portion of rental expense............. 8,330 8,893
Preferred stock dividends............. -- --
------- -------

Total Fixed Charges................ 23,477 17,056
======= =======

Ratio of Earnings to Fixed Charges....... 2.0 3.0
======= =======
</TABLE>

<PAGE>

EXHIBIT 23.1

Consent of Independent Accountants

We consent to the incorporation by reference in this registration statement on
Form S-3 of our report dated March 19, 1998, except for Note 12, as to which the
date is March 26, 1998, on our audits of the consolidated financial statements
and financial statement schedule of Proffitt's, Inc. and Subsidiaries. We also
consent to the reference to our firm under the caption "Experts."

/s/ Price WaterhouseCoopers LLP

Birmingham, Alabama
August 19, 1998

<PAGE>

EXHIBIT 25.4

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1
--------

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

____________________________

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

_____________________________

PROFFITT'S CAPITAL TRUST II
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

DELAWARE TO BE APPLIED FOR
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

750 LAKESHORE PARKWAY
BIRMINGHAM, ALABAMA 35211
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

PREFERRED SECURITIES
(TITLE OF INDENTURE SECURITIES)

1
<PAGE>

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
--------------------
INFORMATION AS TO THE TRUSTEE:

(A) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(B) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
------------------------------
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
-----------------
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

2
<PAGE>

8. Not Applicable.

9. Not Applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this Statement of Eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Chicago
and the State of Illinois, on this 13th day of August, 1998.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

By /s/ John R. Prendiville
John R. Prendiville
Vice President

* EXHIBIT 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 25.1 TO THE REGISTRATION STATEMENT ON FORM S-3 OF
SUNAMERICA, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER
25, 1996 (REGISTRATION NO. 333-14201).

3
<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

August 13, 1998

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of an indenture between Proffitt's
Capital Trust II and The First National Bank of Chicago, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

By /s/ John R. Prendiville
John R. Prendiville
Vice President

4
<PAGE>

EXHIBIT 7

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1997

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN C400
----
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and
coin(1)........................................................... 0081 4,141,168 1.a
b. Interest-bearing balances(2)...................................... 0071 5,142,787 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A)...... 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)... 1773 7,819,811 2.b
3. Federal funds sold and securities purchased under agreements to
resell 1350 5,619,157 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C)............................................................. RCFD 2122 26,140,376 4.a
b. LESS: Allowance for loan and lease losses...................... RCFD 3123 417,371 4.b
c. LESS: Allocated transfer risk reserve............................. RCFD 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c).............................. 2125 25,723,005 4.d
5. Trading assets (from Schedule RD-D)............................... 3545 5,795,159 5.
6. Premises and fixed assets (including capitalized leases).......... 2145 757,033 6.
7. Other real estate owned (from Schedule RC-M)...................... 2150 6,547 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M).................................... 2130 135,327 8.
9. Customers' liability to this bank on acceptances outstanding...... 2155 512,763 9.
10.Intangible assets (from Schedule RC-M)............................ 2143 261,456 10.
11.Other assets (from Schedule RC-F)................................. 2160 2,223,495 11.
12.Total assets (sum of items 1 through 11).......................... 2170 58,137,708 12.
</TABLE>

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

Legal Title of Bank: The First National Bank of Chicago
Call Date: 03/31/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------

SCHEDULE RC-CONTINUED

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
------------------ ------------
<S> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1)............................ RCON 2200 21,551,932 13.a
(1) Noninterest-bearing(1)............................. RCON 6631 9,361,049 13.a1
</TABLE>

5
<PAGE>

<TABLE>
<S> <C> <C> <C>
(2) Interest-bearing................................... RCON 6636 12,190,883 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)...................... RCFN 2200 14,511,110 13.b
(1) Noninterest bearing................................. RCFN 6631 604,859 13.b1
(2) Interest-bearing.................................... RCFN 6636 13,906,251 13.b2
14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 3.887,022 14
15. a. Demand notes issued to the U.S. Treasury RCON 2840 63,092 15.a
b. Trading Liabilities(from Sechedule RC-D)................. RCFD 3548 5,918,194 15.b
16. Other borrowed money:
a. With original maturity of one year or less RCFD 2332 3,134,696 16.a
b. With original maturity of more than one year............ RCFD A547 381,681 16.b
c. With original maturity of more than three years......... RCFD A548 326,551 16.c

17. Not applicable
18. Bank's liability on acceptance executed and outstanding..... RCFD 2920 512,763 18.
19. Subordinated notes and debentures........................... RCFD 3200 2,000,000 19.
20. Other liabilities (from Schedule RC-G)...................... RCFD 2930 1,163,747 20.
21. Total liabilities (sum of items 13 through 20).............. RCFD 2948 53,450,788 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus............... RCFD 3838 0 23.
24. Common stock................................................ RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock).... RCFD 3839 3,107,585 25.
26. a. Undivided profits and capital reserves RCFD 3632 1,359,598 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities.............................................. RCFD 8434 18,975 26.b
27. Cumulative foreign currency translation adjustments........ RCFD 3284 (96) 27.
28. Total equity capital (sum of items 23 through 27).......... RCFD 3210 4,686,920 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)......................... RCFD 3300 58,137,708 29.
</TABLE>

<TABLE>
<S> <C>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the -------------- Number
bank by independent external auditors as of any date during 1996 . . . . . . . . RCFD 6724..... 2 M.1.
--------------
1 = Independent audit of the bank conducted in 4. = Directors' examination of the bank performed
accordance with generally accepted auditing standards by other external auditors (may be required by state
by a certified public accounting firm which submits chartering authority)
a report on the bank
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by
conducted in accordance with generally accepted auditing external auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by
submits a report on the consolidated holding company external auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

<PAGE>

EXHIBIT 25.5

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1
--------

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

____________________________

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

_____________________________

PROFFITT'S CAPITAL TRUST III
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

DELAWARE TO BE APPLIED FOR
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

750 LAKESHORE PARKWAY
BIRMINGHAM, ALABAMA 35211
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

PREFERRED SECURITIES
(TITLE OF INDENTURE SECURITIES)

1
<PAGE>

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
--------------------
INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
------------------------------
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
-----------------
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

2
<PAGE>

8. Not Applicable.

9. Not Applicable.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

By /s/ John R. Prendiville
John R. Prendiville
Vice President

3
<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

August 13, 1998

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of an indenture between Proffitt's
Capital Trust III and The First National Bank of Chicago, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

By /s/ John R. Prendiville
John R. Prendiville
Vice President

4
<PAGE>

EXHIBIT 7

Legal Title of Bank: The First National Bank of Chicago
Call Date: 03/31/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1997

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN C400
----
<S> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and
coin(1)..................................................... 0081 4,141,168 1.a
b. Interest-bearing balances(2)................................ 0071 5,142,787 1.b

2. Securities
a. Held-to-maturity securities(from Schedule
RC-B, column A)............................................. 1754 0 2.a
b. Available-for-sale securities (from Schedule
RC-B, column D)............................................. 1773 7,819,811 2.b
3. Federal funds sold and securities purchased under agreements to
resell......................................................... 1350 5,619,157 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C).......................................................... RCFD 2122 26,140,376 4.a
b. LESS: Allowance for loan and lease losses................... RCFD 3123 417,371 4.b
c. LESS: Allocated transfer risk reserve....................... RCFD 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c)........................ 2125 25,723,005 4.d
5. Trading assets (from Schedule RD-D)............................ 3545 5,795,159 5.
6. Premises and fixed assets (including capitalized leases)....... 2145 757,033 6.
7. Other real estate owned (from Schedule RC-M)................... 2150 6,547 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)................................. 2130 135,327 8.
9. Customers' liability to this bank on acceptances outstanding... 2155 512,763 9.
10. Intangible assets (from Schedule RC-M)......................... 2143 261,456 10.
11. Other assets (from Schedule RC-F).............................. 2160 2,223,495 11.
12. Total assets (sum of items 1 through 11)....................... 2170 58,137,708 12.
</TABLE>

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

SCHEDULE RC-CONTINUED

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
----------------- ------------
<S> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1)............................... RCON 2200 21,551,932 13.a
(1) Noninterest-bearing(1)................................ RCON 6631 9,361,049
</TABLE>

5
<PAGE>

<TABLE>
<S> <C> <C> <C> <C>
(2) Interest-bearing......................................... RCON 6636 12,190,883 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)........................... RCFN 2200 14,511,110 13.b
(1) Noninterest bearing...................................... RCFN 6631 604,859 13.b1
(2) Interest-bearing......................................... RCFN 6636 13,906,251 13.b2
14. Federal funds purchased and securities sold under
agreements to repurchase: RCFD 2800 3,887,022 14
15. a. Demand notes issued to the U.S. Treasury RCON 2840 63,092 15.a
b. Trading Liabilities (from Schedule RC-D).................. RCFD 3548 5,918,194 15.b
16. Other borrowed money:
a. With original maturity of one year or less................ RCFD 2332 3,134,696 16.a
b. With original maturity of more than one year.............. RCFD A547 381,681 16.b
c. With original maturity of more than three years........... RCFD A548 326,551 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding...... RCFD 2920 512,763 18.
19. Subordinated notes and debentures............................ RCFD 3200 2,000,000 19.
20. Other liabilities (from Schedule RC-G)....................... RCFD 2930 1,163,747 20.
21. Total liabilities (sum of items 13 through 20)............... RCFD 2948 53,450,788 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus................ RCFD 3838 0 23.
24. Common stock................................................. RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock)..... RCFD 3839 3,107,585 25.
26. a. Undivided profits and capital reserves.................... RCFD 3632 1,359,598 26.a
b. Net unrealized holding gains (losses) on
available-for-sale securities............................. RCFD 8434 18,975 26.b
27. Cumulative foreign currency translation adjustments.......... RCFD 3284 (96) 27.
28. Total equity capital (sum of items 23 through 27)............ RCFD 3210 4,686,920 28.
29. Total liabilities, limited-life preferred stock, and
equity capital (sum of items 21, 22, and 28)................. RCFD 3300 58,137,708 29.
</TABLE>

Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed
for the bank by independent external auditors as of any date
during 1996..................RCFD 6724......[2 ] Number
M.1.
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

<PAGE>

EXHIBIT 25.6

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1
--------

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

____________________________

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

_____________________________

PROFFITT'S CAPITAL TRUST IV
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

DELAWARE TO BE APPLIED FOR
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

750 LAKESHORE PARKWAY
BIRMINGHAM, ALABAMA 35211
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

PREFERRED SECURITIES
(TITLE OF INDENTURE SECURITIES)

1
<PAGE>

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
--------------------
INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
------------------------------
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
-----------------
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

2
<PAGE>

8. Not Applicable.

9. Not Applicable.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

By /s/ John R. Prendiville
John R. Prendiville
Vice President

3
<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

August 13, 1998

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of an indenture between Proffitt's
Capital Trust IV and The First National Bank of Chicago, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

By /s/ John R. Prendiville
John R. Prendiville
Vice President

4
<PAGE>

EXHIBIT 7
<TABLE>
<CAPTION>

<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1997

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

DOLLAR AMOUNTS IN C400
--------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1)................ 0081 4,141,168 1.a
b. Interest-bearing balances(2)......................................... 0071 5,142,787 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A)............ 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)......... 1773 7,819,811 2.b
3. Federal funds sold and securities purchased under agreements to resell 1350 5,619,157 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C)........ RCFD 2122 26,140,376 4.a
b. LESS: Allowance for loan and lease losses.......................... RCFD 3123 417,371 4.b
c. LESS: Allocated transfer risk reserve.............................. RCFD 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c)............................... 2125 25,723,005 4.d
5. Trading assets (from Schedule RD-D)..................................... 3545 5,795,159 5.
6. Premises and fixed assets (including capitalized leases)................ 2145 757,033 6.
7. Other real estate owned (from Schedule RC-M)............................ 2150 6,547 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M).......................................... 2130 135,327 8.
9. Customers' liability to this bank on acceptances outstanding............ 2155 512,763 9.
10. Intangible assets (from Schedule RC-M).................................. 2143 261,456 10.
11. Other assets (from Schedule RC-F)....................................... 2160 2,223,495 11.
12. Total assets (sum of items 1 through 11)................................ 2170 58,137,708 12.
</TABLE>

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>

SCHEDULE RC-CONTINUED

DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
------------------ ------------
<S> <C> <C> <C> <C>

LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1).......................................... RCON 2200 21,551,932 13.a
(1) Noninterest-bearing(1)........................................... RCON 6631 9,361,049 13.a1
</TABLE>

5
<PAGE>

<S> <C> <C> <C> <C>
(2) Interest-bearing.................................... RCON 6636 12,190,883 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)...................... RCFN 2200 14,511,110 13.b
(1) Noninterest bearing................................. RCFN 6631 604,859 13.b1
(2) Interest-bearing.................................... RCFN 6636 13,906,251 13.b2
14. Federal funds purchased and securities sold under agreements
to repurchase:............................................. RCFD 2800 3.887,022 14
15. a. Demand notes issued to the U.S. Treasury................ RCON 2840 63,092 15.a
b. Trading Liabilities(from Sechedule RC-D)................ RCFD 3548 5,918,194 15.b
16. Other borrowed money:
a. With original maturity of one year or less.............. RCFD 2332 3,134,696 16.a
b. With original maturity of more than one year........... RCFD A547 381,681 16.b
c. With original maturity of more than three years........ RCFD A548 326,551 16.c

17. Not applicable
18. Bank's liability on acceptance executed and outstanding.... RCFD 2920 512,763 18.
19. Subordinated notes and debentures.......................... RCFD 3200 2,000,000 19.
20. Other liabilities (from Schedule RC-G)..................... RCFD 2930 1,163,747 20.
21. Total liabilities (sum of items 13 through 20)............. RCFD 2948 53,450,788 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.............. RCFD 3838 0 23.
24. Common stock............................................... RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock)... RCFD 3839 3,107,585 25.
26. a. Undivided profits and capital reserves.................. RCFD 3632 1,359,598 26.a
b. Net unrealized holding gains (losses) on available-for-
sale securities......................................... RCFD 8434 18,975 26.b
27. Cumulative foreign currency translation adjustments........ RCFD 3284 (96) 27.
28. Total equity capital (sum of items 23 through 27).......... RCFD 3210 4,686,920 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)...................... RCFD 3300 58,137,708 29.
</TABLE>

<S> <C>
Memorandum
To be reported only with the March Report of Condition.

1. Indicate in the box at the right the number of the statement below that best describes the most
comprehensive level of auditing work performed for the bank by independent external -------------------------
auditors as of any date during 1996 ..........................................RCFD 6724....2 Number
------------------------- M.1.
1 = Independent audit of the bank conducted in accordance 4. = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

<PAGE>

EXHIBIT 25.7

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1
--------

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

____________________________

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

One First National Plaza, Chicago, Illinois 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

_____________________________

PROFFITT'S CAPITAL TRUST V
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

DELAWARE TO BE APPLIED FOR
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

750 LAKESHORE PARKWAY
BIRMINGHAM, ALABAMA 35211
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

PREFERRED SECURITIES
(TITLE OF INDENTURE SECURITIES)

1
<PAGE>

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
--------------------
INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
------------------------------
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
-----------------
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

2
<PAGE>

8. Not Applicable.

9. Not Applicable.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

By /s/ John R. Prendiville
John R. Prendiville
Vice President

3
<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

August 13, 1998

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of an indenture between Proffitt's
Capital Trust V and The First National Bank of Chicago, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

By /s/ John R. Prendiville
John R. Prendiville
Vice President

4
<PAGE>

EXHIBIT 7

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1997

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>

DOLLAR AMOUNTS IN
THOUSANDS C400
----------------- ----
<S> <C> <C>
ASSETS
- ------
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1)............ 0081 4,141,168 1.a
b. Interest-bearing balances(2)..................................... 0071 5,142,787 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A)........ 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)..... 1773 7,819,811 2.b
3. Federal funds sold and securities purchased under agreements to..... 1350 5,619,157 3.
resell
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C)............................................................ RCFD 2122 26,140,376 4.a
b. LESS: Allowance for loan and lease losses........................ RCFD 3123 417,371 4.b
c. LESS: Allocated transfer risk reserve............................ RCFD 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c)............................. 2125 25,723,005 4.d
5. Trading assets (from Schedule RD-D)................................. 3545 5,795,159 5.
6. Premises and fixed assets (including capitalized leases)............ 2145 757,033 6.
7. Other real estate owned (from Schedule RC-M)........................ 2150 6,547 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)...................................... 2130 135,327 8.
9. Customers' liability to this bank on acceptances outstanding........ 2155 512,763 9.
10. Intangible assets (from Schedule RC-M).............................. 2143 261,456 10.
11. Other assets (from Schedule RC-F)................................... 2160 2,223,495 11.
12. Total assets (sum of items 1 through 11)............................ 2170 58,137,708 12.
</TABLE>
- ------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

SCHEDULE RC-CONTINUED

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
-------------------- ------------
LIABILITIES
<S> <C> <C> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1)............................. RCON 2200 21,551,932 13.a
(1) Noninterest-bearing(1).............................. RCON 6631 9,361,049

</TABLE>

5
<PAGE>

<TABLE>

(2) Interest-bearing......................................... RCON 6636 12,190,883 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II).......................... RCFN 2200 14,511,110 13.b
(1) Noninterest bearing...................................... RCFN 6631 604,859 13.b1
(2) Interest-bearing......................................... RCFN 6636 13,906,251 13.b2
14. Federal funds purchased and securities sold under agreements
to repurchase:................................................ RCFD 2800 3.887,022 14
15. a. Demand notes issued to the U.S. Treasury................... RCON 2840 63,092 15.a
b. Trading Liabilities(from Sechedule RC-D)................... RCFD 3548 5,918,194 15.b
16. Other borrowed money:
a. With original maturity of one year or less................. RCFD 2332 3,134,696 16.a
b. With original maturity of more than one year.............. RCFD A547 381,681 16.b
c. With original maturity of more than three years........... RCFD A548 326,551 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding....... RCFD 2920 512,763 18.
19. Subordinated notes and debentures............................. RCFD 3200 2,000,000 19.
20. Other liabilities (from Schedule RC-G)........................ RCFD 2930 1,163,747 20.
21. Total liabilities (sum of items 13 through 20)................ RCFD 2948 53,450,788 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus................. RCFD 3838 0 23.
24. Common stock.................................................. RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock)...... RCFD 3839 3,107,585 25.
26. a. Undivided profits and capital reserves..................... RCFD 3632 1,359,598 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities................................................. RCFD 8434 18,975 26.b
27. Cumulative foreign currency translation adjustments........... RCFD 3284 (96) 27.
28. Total equity capital (sum of items 23 through 27)............. RCFD 3210 4,686,920 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)......................... RCFD 3300 58,137,708 29.
</TABLE>

Memorandum
To be reported only with the March Report of Condition.
<TABLE>
<S> <C>
1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the
bank by independent external ------------ Number
auditors as of any date during 1996........................................................RCFD 6724.... 2 M.1.
------------
</TABLE>

<TABLE>
<S> <C>
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which submits 6 = Compilation of the bank's financial statements by
a report on the consolidated holding company (but not on the external auditors
bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in accordance 8 = No external audit work
with generally accepted auditing standards by a certified
public accounting firm (may be required by state chartering
authority)
</TABLE>

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

<PAGE>

EXHIBIT 25.9

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1
--------

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

____________________________

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

_____________________________

PROFFITT'S, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

TENNESSEE 62-0331040
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

750 LAKESHORE PARKWAY
BIRMINGHAM, ALABAMA 35211
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

GUARANTEE OF PREFERRED SECURITIES
OF PROFFITT'S CAPITAL TRUST II
(TITLE OF INDENTURE SECURITIES)

1
<PAGE>

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
--------------------
INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
------------------------------
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
-----------------
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

2
<PAGE>

8. Not Applicable.

9. Not Applicable.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

By /s/ John R. Prendiville
John R. Prendiville
Vice President

3
<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

August 13, 1998

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of a guarantee between Proffitt's,
Inc. and The First National Bank of Chicago, the undersigned, in accordance with
Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents
that the reports of examinations of the undersigned, made by Federal or State
authorities authorized to make such examinations, may be furnished by such
authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

By /s/ John R. Prendiville
John R. Prendiville
Vice President

4
<PAGE>

EXHIBIT 7

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1997

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN C400
----------------- --------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1)...... 0081 4,141,168 1.a
b. Interest-bearing balances(2)............................... 0071 5,142,787 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A).. 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 7,819,811 2.b
3. Federal funds sold and securities purchased under agreements to
resell 1350 5,619,157 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C)......................................................... RCFD 2122 26,140,376 4.a
b. LESS: Allowance for loan and lease losses.................. RCFD 3123 417,371 4.b
c. LESS: Allocated transfer risk reserve...................... RCFD 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c)....................... 2125 25,723,005 4.d
5. Trading assets (from Schedule RD-D)........................... 3545 5,795,159 5.
6. Premises and fixed assets (including capitalized leases)...... 2145 757,033 6.
7. Other real estate owned (from Schedule RC-M).................. 2150 6,547 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)................................ 2130 135,327 8.
9. Customers' liability to this bank on acceptances outstanding.. 2155 512,763 9.
10. Intangible assets (from Schedule RC-M)........................ 2143 261,456 10.
11. Other assets (from Schedule RC-F)............................. 2160 2,223,495 11.
12. Total assets (sum of items 1 through 11)...................... 2170 58,137,708 12.
</TABLE>

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

SCHEDULE RC-CONTINUED

(1) Noninterest-bearing(1)..................................... RCON 6631 9,361,049
</TABLE>

5
<PAGE>

<TABLE>
<S> <C> <C> <C> <C>
(2) Interest-bearing..................................... RCON 6636 12,190,883 13.a2

b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II).......................... RCFN 2200 14,511,110 13.b

(1) Noninterest bearing.................................. RCFN 6631 604,859 13.b1

(2) Interest-bearing..................................... RCFN 6636 13,906,251 13.b2

14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 3.887,022 14
15. a. Demand notes issued to the U.S. Treasury RCON 2840 63,092 15.a
b. Trading Liabilities(from Sechedule RC-D)................. RCFD 3548 5,918,194 15.b
16. Other borrowed money:
a. With original maturity of one year or less............... RCFD 2332 3,134,696 16.a
b. With original maturity of more than one year............ RCFD A547 381,681 16.b
c. With original maturity of more than three years.......... RCFD A548 326,551 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding..... RCFD 2920 512,763 18.
19. Subordinated notes and debentures........................... RCFD 3200 2,000,000 19.
20. Other liabilities (from Schedule RC-G)...................... RCFD 2930 1,163,747 20.
21. Total liabilities (sum of items 13 through 20).............. RCFD 2948 53,450,788 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus............... RCFD 3838 0 23.
24. Common stock................................................ RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock).... RCFD 3839 3,107,585 25.
26. a. Undivided profits and capital reserves RCFD 3632 1,359,598 26.a
b. Net unrealized holding gains (losses) on available-
for-sale securities...................................... RCFD 8434 18,975 26.b
27. Cumulative foreign currency translation adjustments......... RCFD 3284 (96) 27.
28. Total equity capital (sum of items 23 through 27)........... RCFD 3210 4,686,920 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)....................... RCFD 3300 58,137,708 29.
</TABLE>

Memorandum
To be reported only with the March Report of Condition.

<TABLE>
<S> <C>
1. Indicate in the box at the right the number of the statement below that best describes
the most comprehensive level of auditing work performed for the bank by independent --------------------
external auditors as of any date during 1996.........................................RCFD 6724 2 Number
-------------------- M.1.
1 = Independent audit of the bank conducted in accordance 4. = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

<PAGE>

EXHIBIT 25.10

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1
--------

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

____________________________

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

_____________________________

PROFFITT'S, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

TENNESSEE 62-0331040
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

750 LAKESHORE PARKWAY
BIRMINGHAM, ALABAMA 35211
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

GUARANTEE OF PREFERRED SECURITIES
OF PROFFITT'S CAPITAL TRUST III
(TITLE OF INDENTURE SECURITIES)

1
<PAGE>

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
--------------------
INFORMATION AS TO THE TRUSTEE:

(A) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(B) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
------------------------------
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
-----------------
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

2
<PAGE>

8. Not Applicable.

9. Not Applicable.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

By /s/ John R. Prendiville
John R. Prendiville
Vice President

3
<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

August 13, 1998

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

By /s/ John R. Prendiville
John R. Prendiville
Vice President

4
<PAGE>

EXHIBIT 7

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1997

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN C400
----------------- ----
ASSETS
<S> <C> <C> <C> <C>
1. Cash and balances due from depository institutions
(from Schedule RC-A):
a. Noninterest-bearing balances and currency and
coin(1)......................................... 0081 4,141,168 1.a
b. Interest-bearing balances(2).................... 0071 5,142,787 1.b
2. Securities
a. Held-to-maturity securities (from Schedule
RC-B, column A)................................. 1754 0 2.a
b. Available-for-sale securities (from Schedule
RC-B, column D)................................. 1773 7,819,811 2.b
3. Federal funds sold and securities purchased under
agreements to resell 1350 5,619,157 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income
(from Schedule RC-C)............................ RCFD 2122 26,140,376 4.a
b. LESS: Allowance for loan and lease losses....... RCFD 3123 417,371 4.b
c. LESS: Allocated transfer risk reserve........... RCFD 3128 0 4.c
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b
and 4.c)........................................ 2125 25,723,005 4.d
5. Trading assets (from Schedule RD-D)................ 3545 5,795,159 5.
6. Premises and fixed assets (including capitalized
leases)......................................... 2145 757,033 6.
7. Other real estate owned (from Schedule RC-M)....... 2150 6,547 7.
8. Investments in unconsolidated subsidiaries and
associated companies (from Schedule RC-M).......... 2130 135,327 8.
9. Customers' liability to this bank on acceptances
outstanding ....................................... 2155 512,763 9.

10. Intangible assets (from Schedule RC-M)............. 2143 261,456 10.
11. Other assets (from Schedule RC-F).................. 2160 2,223,495 11.
12. Total assets (sum of items 1 through 11)........... 2170 58,137,708 12.
</TABLE>

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/97
ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------

SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
LIABILITIES THOUSANDS BIL MIL THOU
--------- ------------
<S> <C> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of C
columns A and
from Schedule RC-E, part 1) .................... RCON 2200 21,551,932 13.a
(1) Noninterest-bearing(1) ..................... RCON 6631 9,361,049
</TABLE>

5
<PAGE>

<TABLE>
<S> <C> <C> <C> <C>
(2) Interest-bearing................................. RCON 6636 12,190,883 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)................... RCFN 2200 14,511,110 13.b
(1) Noninterest bearing.............................. RCFN 6631 604,859 13.b1
(2) Interest-bearing................................. RCFN 6636 13,906,251 13.b2
14. Federal funds purchased and securities sold under
agreements to repurchase: RCFD 2800 3.887,022 14
15. a. Demand notes issued to the U.S. Treasury ......... RCON 2840 63,092 15.a
b. Trading Liabilities (from Schedule RC-D).......... RCFD 3548 5,918,194 15.b
16. Other borrowed money:
a. With original maturity of one year or less........ RCFD 2332 3,134,696 16.a
b. With original maturity of more than one year...... RCFD A547 381,681 16.b
c. With original maturity of more than three years.. RCFD A548 326,551 16.c
17. Not applicable
18. Bank's liability on acceptance executed and
outstanding........................................... RCFD 2920 512,763 18.
19. Subordinated notes and debentures...................... RCFD 3200 2,000,000 19.
20. Other liabilities (from Schedule RC-G)................. RCFD 2930 1,163,747 20.
21. Total liabilities (sum of items 13 through 20)......... RCFD 2948 53,450,788 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.......... RCFD 3838 0 23.
24. Common stock........................................... RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) RCFD 3839 3,107,585 25.
26. a. Undivided profits and capital reserves.............. RCFD 3632 1,359,598 26.a
b. Net unrealized holding gains (losses) on available-for-
sale securities...................................... RCFD 8434 18,975 26.b
27. Cumulative foreign currency translation adjustments... RCFD 3284 (96) 27.
28. Total equity capital (sum of items 23 through 27)..... RCFD 3210 4,686,920 28.
29. Total liabilities, limited-life preferred stock, and
equity capital (sum of items 21, 22, and 28).......... RCFD 3300 58,137,708 29.
</TABLE>

Memorandum

To be reported only with the March Report of Condition.

<TABLE>

1. Indicate in the box at the right the number of the statement below that best
<S> <C>
describes the most comprehensive level of auditing work performed for the ---------Number
bank by independent external auditors as of any date during 1996......................................RCFD 6724 2 M.1.
---------
</TABLE>

<TABLE>

<S> <C>
1 = Independent audit of the bank conducted in 4. = Directors' examination of the bank performed
accordance with generally accepted auditing standards by by other external auditors (may be required
a certified public accounting firm which submits a by state chartering authority)
report on the bank authority) 5 = Review of the bank's financial statements by
2 = Independent audit of the bank's parent external auditors
holding company conducted in accordance with generally 6 = Compilation of the bank's financial
accepted auditing standards by a certified public accounting statements by external
firm which submits a report on the consolidated holding 7 = Other audit procedures (excluding tax
company auditors (but not on the bank separately) preparation work)
3 = Directors' examination of the bank conducted 8 = No external audit work
in accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

<PAGE>

EXHIBIT 25.11

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1
--------

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

____________________________

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

One First National Plaza, Chicago, Illinois 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

_____________________________

PROFFITT'S, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

Tennessee 62-0331040
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

750 LAKESHORE PARKWAY
BIRMINGHAM, ALABAMA 35211
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

Guarantee of Preferred Securities
OF PROFFITT'S CAPITAL TRUST IV
(TITLE OF INDENTURE SECURITIES)

1
<PAGE>

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
--------------------
INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
------------------------------
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
-----------------
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

2
<PAGE>

8. Not Applicable.

9. Not Applicable.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

By /s/ John R. Prendiville
John R. Prendiville
Vice President

3
<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

August 13, 1998

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

By /s/ John R. Prendiville
John R. Prendiville
Vice President

4
<PAGE>

EXHIBIT 7

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1997

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN C400
------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1)............ 0081 4,141,168 1.a
b. Interest-bearing balances(2)..................................... 0071 5,142,787 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A)........ 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)..... 1773 7,819,811 2.b
3. Federal funds sold and securities purchased under agreements to
resell.............................................................. 1350 5,619,157 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C)............................................................ RCFD 2122 26,140,376 4.a
b. LESS: Allowance for loan and lease losses........................ RCFD 3123 417,371 4.b
c. LESS: Allocated transfer risk reserve............................ RCFD 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c)............................. 2125 25,723,005 4.d
5. Trading assets (from Schedule RD-D)................................. 3545 5,795,159 5.
6. Premises and fixed assets (including capitalized leases)............ 2145 757,033 6.
7. Other real estate owned (from Schedule RC-M)........................ 2150 6,547 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)...................................... 2130 135,327 8.
9. Customers' liability to this bank on acceptances outstanding........ 2155 512,763 9.
10. Intangible assets (from Schedule RC-M).............................. 2143 261,456 10.
11. Other assets (from Schedule RC-F)................................... 2160 2,223,495 11.
12. Total assets (sum of items 1 through 11)............................ 2170 58,137,708 12.
</TABLE>

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

SCHEDULE RC-CONTINUED

<TABLE>
<CAPTION>
Dollar Amounts in
Thousands Bil Mil Thou
--------- ------------
<S> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1)............................ RCON 2200 21,551,932 13.a
(1) Noninterest-bearing(1)............................. RCON 6631 9,361,049 13.a1
</TABLE>

5
<PAGE>

<TABLE>
<S> <C> <C> <C>
(2) Interest-bearing............................................ RCON 6636 12,190,883 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)............................... RCFN 2200 14,511,110 13.b
(1) Noninterest bearing.......................................... RCFN 6631 604,859 13.b1
(2) Interest-bearing............................................. RCFN 6636 13,906,251 13.b2
14. Federal funds purchased and securities sold under
agreements to repurchase:........................................... RCFD 2800 3.887,022 14
15. a. Demand notes issued to the U.S. Treasury......................... RCON 2840 63,092 15.a
b. Trading Liabilities(from Sechedule RC-D)......................... RCFD 3548 5,918,194 15.b
16. Other borrowed money:
a. With original maturity of one year or less....................... RCFD 2332 3,134,696 16.a
b. With original maturity of more than one year..................... RCFD A547 381,681 16.b
c. With original maturity of more than three years................. RCFD A548 326,551 16.c

17. Not applicable
18. Bank's liability on acceptance executed and outstanding............. RCFD 2920 512,763 18.
19. Subordinated notes and debentures................................... RCFD 3200 2,000,000 19.
20. Other liabilities (from Schedule RC-G).............................. RCFD 2930 1,163,747 20.
21. Total liabilities (sum of items 13 through 20)...................... RCFD 2948 53,450,788 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus....................... RCFD 3838 0 23.
24. Common stock........................................................ RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock)............ RCFD 3839 3,107,585 25.
26. a. Undivided profits and capital reserves........................... RCFD 3632 1,359,598 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities....................................................... RCFD 8434 18,975 26.b
27. Cumulative foreign currency translation adjustments................. RCFD 3284 (96) 27.
28. Total equity capital (sum of items 23 through 27)................... RCFD 3210 4,686,920 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)............................... RCFD 3300 58,137,708 29.
</TABLE>

auditors as of any date during 1996.........................................................RCFD 6724..... 2 M.1.
--------------
</TABLE>
<TABLE>
<S> <C>
1 = Independent audit of the bank conducted in accordance 4. = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

<PAGE>

EXHIBIT 25.12

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1
--------

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

____________________________

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

One First National Plaza, Chicago, Illinois 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

_____________________________

PROFFITT'S, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

Tennessee 62-0331040
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

750 LAKESHORE PARKWAY
BIRMINGHAM, ALABAMA 35211
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

Guarantee of Preferred Securities
OF PROFFITT'S CAPITAL TRUST V
(TITLE OF INDENTURE SECURITIES)

1
<PAGE>

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
--------------------
INFORMATION AS TO THE TRUSTEE:

(A) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(B) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
------------------------------
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
-----------------
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

2
<PAGE>

8. Not Applicable.

9. Not Applicable.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

By /s/ John R. Prendiville
John R. Prendiville
Vice President

3
<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

August 13, 1998

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

By /s/ John R. Prendiville
John R. Prendiville
Vice President

4
<PAGE>

EXHIBIT 7

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1997

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN C400
------------

<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1)............. 0081 4,141,168 1.a
b. Interest-bearing balances(2)...................................... 0071 5,142,787 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A).......... 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)....... 1773 7,819,811 2.b
3. Federal funds sold and securities purchased under agreements to
resell 1350 5,619,157 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C)....... RCFD 2122 26,140,376 4.a
b. LESS: Allowance for loan and lease losses........................... RCFD 3123 417,371 4.b
c. LESS: Allocated transfer risk reserve............................... RCFD 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c)................................ 2125 25,723,005 4.d
5. Trading assets (from Schedule RD-D).................................... 3545 5,795,159 5.
6. Premises and fixed assets (including capitalized leases)............... 2145 757,033 6.
7. Other real estate owned (from Schedule RC-M)........................... 2150 6,547 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)......................................... 2130 135,327 8.
9. Customers' liability to this bank on acceptances outstanding........... 2155 512,763 9.
10. Intangible assets (from Schedule RC-M)................................. 2143 261,456 10.
11. Other assets (from Schedule RC-F)...................................... 2160 2,223,495 11.
12. Total assets (sum of items 1 through 11)............................... 2170 58,137,708 12.
</TABLE>

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>

DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
-------------------- ------------
LIABILITIES
<S> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1)................................. RCON 2200 21,551,932 13.a
(1) Noninterest-bearing(1).................................. RCON 6631 9,361,049 13.a1

</TABLE>

5
<PAGE>

<TABLE>
<S> <C> <C> <C>
(2) Interest-bearing....................................... RCON 6636 12,190,883 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)........................ RCFN 2200 14,511,110 13.b
(1) Noninterest bearing................................... RCFN 6631 604,859 13.b1
(2) Interest-bearing...................................... RCFN 6636 13,906,251 13.b2
14. Federal funds purchased and securities sold under
agreements to repurchase: RCFD 2800 3.887,022 14
15. a. Demand notes issued to the U.S. Treasury RCON 2840 63,092 15.a
b. Trading Liabilities(from Sechedule RC-D).................. RCFD 3548 5,918,194 15.b
16. Other borrowed money:
a. With original maturity of one year or less................ RCFD 2332 3,134,696 16.a
b. With original maturity of more than one year............. RCFD A547 381,681 16.b
c. With original maturity of more than three years........... RCFD A548 326,551 16.c

17. Not applicable
18. Bank's liability on acceptance executed and outstanding....... RCFD 2920 512,763 18.
19. Subordinated notes and debentures............................ RCFD 3200 2,000,000 19.
20. Other liabilities (from Schedule RC-G)....................... RCFD 2930 1,163,747 20.
21. Total liabilities (sum of items 13 through 20)............... RCFD 2948 53,450,788 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus................ RCFD 3838 0 23.
24. Common stock................................................. RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock)..... RCFD 3839 3,107,585 25.
26. a. Undivided profits and capital reserves.................... RCFD 3632 1,359,598 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities................................................ RCFD 8434 18,975 26.b
27. Cumulative foreign currency translation adjustments.......... RCFD 3284 (96) 27.
28. Total equity capital (sum of items 23 through 27)............ RCFD 3210 4,686,920 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)........................ RCFD 3300 58,137,708 29.
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<S> <C>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes
the most comprehensive level of auditing work performed for the bank by independent ---------------- Number
external auditors as of any date during 1996 . . . . . . . . . . . . . . .RCFD 6724. . . . . 2 M.1.
----------------
1 = Independent audit of the bank conducted in accordance 4. = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state authority)
public accounting firm which submits a report on the bank 5 = Review of the bank's financial statements by external
2 = Independent audit of the bank's parent holding company auditors
conducted in accordance with generally accepted auditing 6 = Compilation of the bank's financial statements by
standards by a certified public accounting firm which external auditor
submits a report on the consolidated holding company 7 = Other audit procedures (excluding tax preparation work)
(but not on the bank separately) 8 = No external audit work
3 = Directors' examination of the bank conducted in
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
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