Exhibit 10.2

                    FIRST AMENDMENT AND CONSENT TO
                 AMENDED AND RESTATED CREDIT AGREEMENT

     THIS FIRST AMENDMENT AND CONSENT TO AMENDED AND RESTATED
CREDIT AGREEMENT (this "Amendment"), dated as of October 31,
2001, is by and among PEEBLES INC., a Virginia corporation
(the "Borrower"), the financial institutions party to the
Credit Agreement (as defined below), in their capacities as
lenders (each a "Lender" and, collectively, the "Lenders"),
and FLEET CAPITAL CORPORATION (as assignee of Fleet National
Bank, successor to Fleet Bank, N.A.), as agent (the "Agent")
for the Lenders.

                        W I T N E S S E T H:

     WHEREAS, Borrower, the Lenders and Agent have entered
into an Amended and Restated Credit Agreement dated as of
June 29, 1998 (as heretofore and hereafter amended, restated,
supplemented or otherwise modified from time to time, the
"Credit Agreement") in which the Lenders have provided Loans
and other credit facilities to the Borrower; and

     WHEREAS, Borrower has requested that the Agent and
Lenders amend the Credit Agreement in certain respects as set
forth herein and the Agent and Lenders are agreeable to the
same, subject to the terms and conditions hereof;

     NOW, THEREFORE, in consideration of the premises and of
the mutual covenants contained herein, and other good and
valuable consideration the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as
follows:

     1.  Defined Terms.  Terms capitalized herein and not
otherwise defined herein are used with the meanings ascribed
to such terms in the Credit Agreement.

     2.  Amendments to Credit Agreement.      The Credit
Agreement is, as of the Effective Date (as defined below),
hereby amended as follows:

     (a)  The Credit Agreement is amended by amending and
restating the first paragraph of the Agreement to read as
follows:

          "THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated
     as of June 29, 1998, is by and among PEEBLES INC., a
     Virginia corporation (the "Borrower"), the lending
     institutions from time to time parties hereto (each a
     "Lender" and, collectively, the "Lenders"), and FLEET
     CAPITAL CORPORATION, a Rhode Island corporation, as
     agent (the "Agent") for the Lenders.  Unless otherwise
     defined herein, all capitalized terms used herein and
     defined in Section 10 are used herein as so defined."

     (b)  Section 6.11 of the Credit Agreement is amended and
restated in its entirety to read as follows:

          "6.11     Security Interests.      Each of the
     Security Documents creates, as security for the
     Obligations and the Hedging Obligations purported to be
     secured thereby, a valid and enforceable perfected
     security interest in and Lien on all of the Collateral
     subject thereto, superior to and prior to the rights of
     all third Persons and subject to no other Liens (except
     (i) that the Security Agreement Collateral may be
     subject to the security interests evidenced by Permitted
     Liens relating thereto and (ii) the Mortgaged Properties
     may be subject to Permitted Encumbrances and Permitted
     Liens relating thereto), in favor of the Agent for the
     benefit of the Lenders.  No filings or recordings are
     required in order to perfect the security interests
     created under any Security Document except for filings
     or recordings required in connection with any such
     Security Document (other than the Pledge Agreements)
     which shall have been made upon or prior to (or are the
     subject of arrangements, satisfactory to the Agent, for
     filing and/or recording on or promptly after the date
     of) the execution and delivery thereof."

     (c)  Section 7.12 of the Credit Agreement is amended and
restated in its entirety to read as follows:

     "7.12     Intentionally omitted."

     (d)  Section 8.04(d) of the Credit Agreement is amended
and restated in its entirety to read as follows:

          "(d) Indebtedness under Interest Rate Agreements
     entered into to protect the Borrower or any of its
     Subsidiaries against fluctuations in interest rates in
     respect of the Obligations."

     (e)  Section 10 of the Credit Agreement is amended by
inserting the following new definition in the appropriate
alphabetical order:

          " "Hedging Obligations" shall mean all obligations
     (including obligations which, but for the automatic stay
     under Section 362(a) of the Bankruptcy Code, would
     become due) and liabilities of the Borrower and any of
     its Subsidiaries now existing or hereafter incurred
     under, arising out of or in connection with any Interest
     Rate Agreement or other hedging agreement entered into
     with a Lender or any affiliate of a Lender whether such
     Interest Rate Agreement or other hedging agreement is
     now in existence or hereafter arising."

     (f)  Section 10 of the Credit Agreement is further
amended by amending and restating the following definitions
in their entirety:

          " "Borrowing Base" shall mean, as of any date of
     determination, the sum of (i) 85% of the book value of
     all Eligible Accounts of the Borrower and the Subsidiary
     Guarantors plus (ii) the lesser of (A) 60% of the value
     (determined at the lower of cost (calculated on a first-
     in, first-out basis) or market) of all Eligible
     Inventory of the Borrower and the Subsidiary Guarantors
     or (B) 40% of all Eligible Inventory of the Borrower and
     the Subsidiary Guarantors valued at the retail price of
     such Eligible Inventory as then being offered to the
     Borrower's customers (net of any applicable discounts)
     in the ordinary course of business, minus (iii) at any
     time when a Default or an Event of Default has occurred
     and is continuing, the net obligations of the Borrower
     and its Subsidiaries under all Interest Rate Agreements
     outstanding at such time. The Borrowing Base shall be
     determined on a consolidated basis in accordance with
     GAAP and as set forth in the last Borrowing Base
     Certificate delivered by the Borrower pursuant to
     Section 5.22 or Section 7.01(g) as the case may be,
     provided that the Borrowing Base shall be zero at any
     time when a Default (to the extent arising from a
     failure to deliver a Borrowing Base Certificate under
     Section 7.01(g)) has occurred and is continuing.

          "Fleet Bank" shall mean Fleet Capital Corporation,
     a Rhode Island corporation (as assignee of Fleet
     National Bank, successor to Fleet Bank N.A.), in its
     individual capacity, and its successors.

          "Letter of Credit Issuer" shall mean Fleet Bank or
     any affiliate of Fleet Bank (including, without
     limitation, Fleet National Bank), or any Lender which at
     the request of the Borrower and with the consent of the
     Agent agrees, in such Lender's sole discretion, to
     become a Letter of Credit Issuer for purposes of issuing
     Letters of Credit pursuant to Section 2.

          "Notice Office" shall mean the office of the Agent
     at 200 Glastonbury Boulevard, Glastonbury, Connecticut
     06033 or such other office as the Agent may designate to
     the Borrower from time to time.

          "UCC" shall mean the Uniform Commercial Code as now
     or hereafter in effect from time to time in the State of
     New York.

     (g)  The Credit Agreement is further amended by deleting
Schedules 6.16, 6.19, 6.22 and 7.03 in their entirety and
substituting such Schedules in the form attached to this
Amendment.

     3.  Consent.   The Agent and the Lenders hereby consent
to, and waive any Event of Default or Default arising out of
(i) the sale of an office and distribution center located in
Knoxville, Tennessee (the "Knoxville Facility") by Watson, a
wholly-owned Subsidiary of the Borrower, as contemplated by
that certain Real Estate Sales Contract dated as of August
22, 2001 between Watson and JMP Development Company, L.L.C.,
as amended from time to time pursuant to an amendment in form
and substance reasonably satisfactory to the Agent, (ii) the
release of all Liens and security interests created under the
Loan Documents in the Knoxville Facility by the Agent and
(iii) the Borrower retaining up to $650,000 of the cash
proceeds from the sale of the Knoxville Facility so long as
such proceeds are used to incur or make Consolidated Capital
Expenditures in connection with the build-out of a newly
leased distribution center in Marysville, Tennessee within
180 days after receipt of such proceeds (or the Borrower
contractually commits within such 180-day period to incur or
make such Consolidated Capital Expenditures), it being
understood and agreed that the Net Cash Proceeds from the
sale of the Knoxville Facility, after giving effect to clause
(iii) above, will be applied to repay the Term Loans in
accordance with Section 4.02 of the Credit Agreement. The
Lenders hereby authorize and direct the Agent to release all
Liens and security interests under the Loan Documents in the
Knoxville Facility and to take any and all actions (including
the execution and delivery of any instruments or agreements
relating to such release) reasonably related thereto in order
to effect such release of Liens.

     4.  Representations and Warranties.  In order to induce
the Agent and the Lenders to enter into this Amendment, the
Borrower hereby represents and warrants to the Agent and the
Lenders, in each case after giving effect to this Amendment,
as follows:

          (a)  The Borrower has the right, power and capacity
and has been duly authorized and empowered by all requisite
corporate and shareholder action to enter into, execute,
deliver and perform this Amendment and all agreements,
documents and instruments executed and delivered pursuant to
this Amendment.

          (b)  This Amendment constitutes the Borrower's
legal, valid and binding obligation, enforceable against the
Borrower in accordance with its terms, except as enforcement
thereof may be subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors' rights generally and general
principles of equity (regardless of whether such enforcement
is sought in a proceeding in equity or at law or otherwise).

          (c)  The representations and warranties contained
in the Credit Agreement and the other Loan Documents are true
and correct in all material respects at and as of the
Effective Date as though made on and as of the Effective Date
(except to the extent specifically made with regard to a
particular date, in which case such representation and
warranty is true and correct in all material respects as of
such earlier date).

          (d) The Borrower's execution, delivery and
performance of this Amendment and the transactions
contemplated hereby do not and will not violate its Articles
of Incorporation or By-laws, any law, rule, regulation,
order, writ, judgment, decree or award applicable to it or
any contractual provision to which it is a party or to which
it or any of its property is subject.

          (e)  No authorization or approval or other action
by, and no notice to or filing or registration with, any
governmental authority or regulatory body (other than those
which have been obtained and are in force and effect) is
required in connection with the execution, delivery and
performance by the Borrower or any other Credit Party of this
Amendment and all agreements, documents and instruments
executed and delivered pursuant to this Amendment, as
applicable.

          (f)  No Default or Event of Default exists under
the Credit Agreement as of the date hereof or would exist as
of the Effective Date after giving effect to the amendments
and transactions contemplated by this Amendment.

      5.   Conditions  to  Effectiveness of  Amendment.  This
Amendment  shall become effective on the date (the "Effective
Date")   each  of  the  following  conditions  precedent   is
satisfied:

     (a)  Execution and Delivery of Amendment. The Borrower,
the Agent, the Required Lenders, each Lender which has an A
Term Loan outstanding and each Lender which has a B Term Loan
outstanding shall have executed and delivered this Amendment.

     (b)  Execution and Delivery of Collateral Documents. The
Agent shall have received each of the following documents,
all of which shall be satisfactory in form and substance to
the Agent and its counsel:

     (1)  revised Schedules 6.16, 6.19, 6.22 and 7.03 to the
Credit Agreement;

     (2)  Amended and Restated Security Agreements in the
form of Exhibits A-1 and A-2 attached hereto, duly executed
and delivered by the Borrower, Carlisle and Watson;

     (3)  Amended and Restated Pledge Agreements in the form
of Exhibits B-1 and B-2 attached hereto, duly executed and
delivered by Holdings and the Borrower;

     (4)  Amended and Restated Guaranty in the form of
Exhibit C attached hereto, duly executed and delivered by
Holdings;

     (5)  Amended and Restated Guaranty in the form of
Exhibit D attached hereto, duly executed and delivered by
Carlisle and Watson;

     (6)  Perfection Certificates, duly executed and
delivered by each of the Borrower, Carlisle and Watson;

     (7)  Financing Statements to be filed in the
jurisdiction of organization of each Credit Party, including
"Continuation in Lieu" financing statements referencing
filings previously made in other jurisdictions;

     (8)  certified copies of the organizational documents of
each Credit Party;

     (9)  certified copies of all corporate action taken by
each Credit Party to authorize the execution, delivery and
performance of this Amendment and the other Loan Documents
executed and delivered pursuant hereto;

     (10) certificates of incumbency and specimen signatures
with respect to each of the officers of each Credit Party who
is authorized to execute and deliver this Amendment and the
other Loan Documents on behalf of such Credit Party or any
document, certificate or instrument to be delivered in
connection with this Amendment or the other Loan Documents;
and

     (11) a signed opinion of McGuireWoods LLP, counsel for
the Credit Parties, as to such matters in connection with
this Amendment and the other Loan Documents as the Agent or
its counsel may reasonably request.

     (c)  Representations and Warranties.  The
representations and warranties of the Borrower and the other
Credit Parties contained in this Amendment, the Credit
Agreement and the other Loan Documents, as applicable, shall
be true and correct in all material respects as of the
Effective Date, with the same effect as though made on such
date, except to the extent that any such representation or
warranty relates to an earlier date, in which case such
representation or warranty shall be true and correct in all
material respects as of such earlier date.

      (d)   No Defaults. No Default or Event of Default under
the Credit Agreement shall have occurred and be continuing.

     (e)  Officer's Certificate. The Borrower shall have duly
executed and delivered to the Agent a certificate of an
officer of the Borrower dated as of the Effective Date in the
form of Exhibit E attached hereto.

     (f)  Other Matters. The Agent shall have received such
other instruments and documents as the Agent or the Required
Lenders may reasonably request in connection with the
execution of this Amendment, and all such instruments and
documents shall be reasonably satisfactory in form and
substance to the Agent.

      6.   Miscellaneous. The parties hereto  hereby  further
agree as follows:

     (a)       Costs, Expenses and Taxes.  The Borrower
hereby agrees to pay all reasonable fees, costs and expenses
of the Agent incurred in connection with the negotiation,
preparation and execution of this Amendment and the
transactions contemplated hereby, including, without
limitation, the reasonable fees and expenses of Winston &
Strawn, counsel to the Agent.

     (b)    Counterparts.  This Amendment may be executed in
one or more counterparts, each of which, when executed and
delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and
the same document with the same force and effect as if the
signatures of all of the parties were on a single
counterpart, and it shall not be necessary in making proof of
this Amendment to produce more than one (1) such counterpart.

     (c)    Headings.  Headings used in this Amendment are
for convenience of reference only and shall not affect the
construction of this Amendment.

     (d)    Integration.  This Amendment and the Credit
Agreement (as amended hereby) constitute the entire agreement
among the parties hereto with respect to the subject matter
hereof.

     (e)    Governing Law.  THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK (WITHOUT
REFERENCE TO CONFLICT OF LAWS PRINCIPLES).

     (f)    Binding Effect.  This Amendment shall be binding
upon and inure to the benefit of and be enforceable by the
Borrower, the Agent and the Lenders and their  respective
successors and assigns.  Except as expressly set forth to the
contrary herein, this Amendment shall not be construed so as
to confer any right or benefit upon any Person other than the
Borrower, the Agent and the Lenders and their respective
successors and permitted assigns.

     (g)    Amendment; Waiver.  The parties hereto agree and
acknowledge that nothing contained in this Amendment in any
manner or respect limits or terminates any of the provisions
of the Credit Agreement or any of the other Loan Documents
other than as expressly set forth herein and further agree
and acknowledge that the Credit Agreement (as amended hereby)
and each of the other Loan Documents remain and continue in
full force and effect and are hereby ratified and confirmed.
Except to the extent expressly set forth herein, the
execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any rights, power or remedy of the
Lenders or the Agent under the Credit Agreement or any other
Loan Document, nor constitute a waiver of any provision of
the Credit Agreement or any other Loan Document.  No delay on
the part of any Lender or the Agent in exercising any of
their respective rights, remedies, powers and privileges
under the Credit Agreement or any of the Loan Documents or
partial or single exercise thereof, shall constitute a waiver
thereof.  On and after the Effective Date each reference in
the Credit Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import, and each
reference to the Credit Agreement in the Loan Documents and
all other documents delivered in connection with the Credit
Agreement shall mean and be a reference to the Credit
Agreement as amended hereby.  The Borrower acknowledges and
agrees that this Amendment constitutes a "Loan Document" for
purposes of the Credit Agreement, including, without
limitation, Section 11.01 of the Credit Agreement.  None of
the terms and conditions of this Amendment may be changed,
waived, modified or varied in any manner, whatsoever, except
in accordance with Section 12.12 of the Credit Agreement.

     (h)    Mortgage Amendments.  The Borrower agrees to
enter into, and to cause its applicable Subsidiaries to enter
into, amendments to the Mortgages promptly following the
Effective Date to reflect Fleet Capital Corporation as the
mortgagee thereunder and the transfer of the mortgagee's
interests thereunder to Fleet Capital Corporation.

                     [signature pages follow]

<Page>

     IN WITNESS WHEREOF, the parties have caused this
Amendment to be duly executed by their respective officers
thereunto duly authorized as of the date first written above.



     PEEBLES INC.


     By:___________________________

     Name:________________________

     Title:_________________________




     FLEET CAPITAL CORPORATION,
     individually and as Agent


     By:___________________________

     Name:________________________

     Title:_________________________




     VAN KAMPEN AMERICAN
     CAPITAL PRIME RATE INCOME
     TRUST


     By:___________________________

     Name:________________________

     Title:_________________________




     PILGRIM AMERICA PRIME
     RATE TRUST


     By:___________________________

     Name:________________________

     Title:_________________________




     AMSOUTH BANK


     By:___________________________

     Name:________________________

     Title:_________________________




     SUNTRUST BANK, ATLANTA


     By:___________________________

     Name:________________________

     Title:_________________________