EXHIBIT 99.1 STOCKHOLDERS' AGREEMENT This Stockholders' Agreement, dated as of July 4, 1998, is among PROFFITT'S, INC., a Tennessee corporation ("Parent"), and the individuals and other parties listed on Schedule A hereto (each, a "Stockholder" and,...Stockholders' Agreement • July 9th, 1998 • Saks Holdings Inc • Retail-department stores
IN WITNESS WHEREOF, Parent and the Company have caused this Agreement to be duly executed by their authorized representative as of the date first above written. PARENT: PROFFITT'S, INC., by /s/ R. Brad Martin --------------------------------- Name: R....Registration Rights Agreement • July 9th, 1998 • Saks Holdings Inc • Retail-department stores • Delaware
Proffitt's, Inc. 750 Lakeshore Drive Birmingham, Alabama 35211 Attn: Mr. R. Brad Martin Facsimile Number: (205) 940-4468 Proffitt's, Inc. 750 Lakeshore Drive Birmingham, Alabama 35211 Attn: Mr. Brian J. Martin, Esquire Facsimile Number: (205) 940-4468 with copies to:
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AMONG PROFFITT'S, INC., FIFTH MERGER CORPORATION AND SAKS HOLDINGS, INC. __________________ DATED AS OF JULY 4, 1998 __________________Merger Agreement • July 9th, 1998 • Saks Holdings Inc • Retail-department stores • Delaware
