0001005794-09-000245 Sample Contracts

FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • December 14th, 2009 • Saks Inc • Retail-department stores • New York

FIRST AMENDMENT, dated as of December 14, 2009, (the “First Amendment”), to the Rights Agreement, dated as of November 25, 2008 (the “Rights Agreement”), between SAKS INCORPORATED, a Tennessee corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as rights agent (the “Rights Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement.

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