0001193125-08-065887 Sample Contracts

Saks Incorporated Restricted Stock Agreement December 10, 2007
Restricted Stock Agreement • March 26th, 2008 • Saks Inc • Retail-department stores • Tennessee

This is a Restricted Stock Agreement between Saks Incorporated (the “Company”) and the individual who has executed this Restricted Stock Agreement above the signature line “Signature of Award Holder” (the “Award Holder”). The term “this Agreement” means this Restricted Stock Agreement and each Award Supplement (defined in paragraph 1 of this Agreement) relating to this Agreement.

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Stock Option Agreement March 9, 2007
Stock Option Agreement • March 26th, 2008 • Saks Inc • Retail-department stores • Tennessee

This is a Stock Option Agreement between Saks Incorporated (the “Company”) and the individual who has executed this Stock Option Agreement above the signature line “Signature of Optionee”) (the “Optionee”).

Saks Incorporated Performance Share Agreement April 16, 2007
Share Agreement • March 26th, 2008 • Saks Inc • Retail-department stores • Tennessee

This is a Performance Share Agreement between Saks Incorporated (the “Company”) and the individual who has executed this Performance Share Agreement above the “Award Holder signature” line (the “Award Holder”). The term “this Agreement” means this Performance Share Agreement and each Award Supplement (defined in paragraph 1 of this Agreement) relating to this Agreement.

SECOND AMENDMENT TO PROGRAM AGREEMENT
Program Agreement • March 26th, 2008 • Saks Inc • Retail-department stores • New York

This Second Amendment to Program Agreement is made and entered into as of the 15th day of June, 2004 (“Effective Date”) by and among Household Bank (SB), N.A. (“Household”), Saks Incorporated (the “Company”) and McRae’s Inc. (“McRae’s”, and together with the Company, the “Saks Companies”) with respect to that certain Program Agreement dated as of April 15, 2003, as amended ( the “Agreement”), by and between Household and the Saks Companies.

Jackson Office Properties, Inc. Wed. Apr 4, 2007 Page 1 Via Electronic Transmission Jackson Office Properties, Inc. and c/o Saks Incorporated Jackson MS 39209 Attn.: Michael Rodgers April 4, 2007 Re: Amendment to (i) Servicing Agreement dated as of...
Servicing Agreement • March 26th, 2008 • Saks Inc • Retail-department stores

This letter sets forth the Agreement between Servicer, Saks, HSBC PLC and HSBC Nevada regarding certain amendments to the Servicing Agreement, the Program Agreement and the Co-Brand Agreement. Capitalized words used in this letter agreement and not otherwise defined will have the meanings ascribed to such words in the Servicing Agreement.

FOURTH AMENDMENT TO PROGRAM AGREEMENT among SAKS INCORPORATED MCRAE’S, INC. and HSBC BANK Nevada, National Association Dated as of November 28, 2007
Program Agreement • March 26th, 2008 • Saks Inc • Retail-department stores

This Fourth Amendment to Program Agreement is made and entered into as of the 28th day of November, 2007 by an among by and among Saks Incorporated (“Saks”), Jackson Office Properties, Inc., successor in interest to McRae’s, Inc. (together with the Company, the “Saks Companies”), and HSBC Bank Nevada, National Association (“HSBC”) with respect to that certain Program Agreement dated as of April 15, 2003, as amended (the “Agreement”), by and between HSBC and the Saks Companies.

FIRST AMENDMENT TO SERVICING AGREEMENT
Servicing Agreement • March 26th, 2008 • Saks Inc • Retail-department stores • New York

This First Amendment to Servicing Agreement is made and entered into as of the 27 day of May, 2005 (“Effective Date”) by and among Household Corporation (“Primary Servicer”) and McRae’s Inc. (“Servicer”) with respect to that certain Servicing Agreement dated as of April 15, 2003 ( the “Agreement”), by and between Primary Servicer and Servicer.

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 26th, 2008 • Saks Inc • Retail-department stores

SAKS INCORPORATED, a corporation organized under the laws of the State of Tennessee, having a place of business at 12 East 49th Street, 18th Floor, New York, NY 10017;

SAKS INCORPORATED Supplement to Restricted Stock Agreement
Restricted Stock Agreement • March 26th, 2008 • Saks Inc • Retail-department stores

Saks Incorporated has awarded to you the number of shares of its common stock, $0.10 par value indicated above (the “Restricted Stock”). The shares of Restricted Stock are awarded to you pursuant to and subject to the terms and conditions of (1) the Saks Incorporated 2004 Long-Term Incentive Plan (the “Plan”), (2) the Restricted Stock Agreement between Saks Incorporated and you (the “Restricted Stock Agreement”), and (3) this Supplement to Restricted Stock Agreement. This Supplement to Restricted Stock Agreement is an “Award Supplement” referred to in the Agreement.

THIRD AMENDMENT TO PROGRAM AGREEMENT among SAKS INCORPORATED MCRAE’S, INC. and HSBC BANK Nevada, National Association Dated As of August 24, 2005
Program Agreement • March 26th, 2008 • Saks Inc • Retail-department stores

This Third Amendment to Program Agreement is made and entered into as of the 24th day of August, 2005 by an among by and among Saks Incorporated (the “Company”), McRae’s Inc., an indirect wholly owned subsidiary of the Company (“McRae’s” and, together with the Company, the “Saks Companies”), and HSBC Bank Nevada, National Association (“HSBC”) with respect to that certain Program Agreement dated as of April 15, 2003, as amended (the “Agreement”), by and between HSBC and the Saks Companies.

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