0001193125-09-247299 Sample Contracts

Saks Incorporated Restricted Stock Agreement «Date of Agreement»
Restricted Stock Agreement • December 4th, 2009 • Saks Inc • Retail-department stores

This is a Restricted Stock Agreement (the “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”). This Agreement is made pursuant to the Company’s 2009 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement have the same definitions ascribed to such terms in the Plan.

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Saks Incorporated Performance Award Agreement «Date of Agreement»
Performance Award Agreement • December 4th, 2009 • Saks Inc • Retail-department stores

This is a Performance Award Agreement (the “Agreement”) between Saks Incorporated (the “Company”) and the individual who has executed this Performance Award Agreement above the signature line “Signature of Award Holder” (the “Award Holder”). This Agreement is made pursuant to the Company’s 2009 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement have the same definitions ascribed to such terms in the Plan.

Stock Option Agreement «Date of Agreemente»
Stock Option Agreement • December 4th, 2009 • Saks Inc • Retail-department stores

This is a Stock Option Agreement (the “Agreement”) between Saks Incorporated (the “Company”) and the individual who has executed this Agreement above the signature line “Signature of Optionee”) (the “Optionee”). This Agreement is made pursuant to the Company’s 2009 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement have the same definitions ascribed to such terms in the Plan.

SAKS INCORPORATED Supplement to Performance Award Agreement
Award Agreement • December 4th, 2009 • Saks Inc • Retail-department stores

This letter constitutes an “Award Supplement” referred to in that certain Performance Award Agreement dated [date of Agreement] (the “Performance Award Agreement”) between Saks Incorporated (the “Company”) and you. You are hereby notified that the Company has awarded to you the Performance Award, indicated above (the “Performance Awards”). The Performance Award is awarded to you pursuant to and subject to the terms and conditions of (1) the Saks Incorporated 2009 Long-Term Incentive Plan (the “Plan”), (2) the Performance Award Agreement, and (3) this Award Supplement.

SAKS INCORPORATED Supplement to Restricted Stock Agreement
Restricted Stock Agreement • December 4th, 2009 • Saks Inc • Retail-department stores

This letter constitutes an “Award Supplement” referred to in that certain Restricted Stock Agreement dated [date of Agreement] (the “Restricted Stock Agreement”) between Saks Incorporated (the “Company”) and you. You are hereby notified that the Company 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 2009 Long-Term Incentive Plan (the “Plan”), (2) the Restricted Stock Agreement, and (3) this Award Supplement.

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