0001193125-05-174647 Sample Contracts

Contract
Instrument of Resignation, Appointment and Acceptance • August 25th, 2005 • Saks Inc • Retail-department stores

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of August 22, 2005, by and among SAKS INCORPORATED, a corporation duly organized and existing under the laws of the State of Tennessee, having its principal office at 750 Lakeshore Parkway, Birmingham, Alabama 35211 (the “Issuer”), J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, having its corporate trust office at 4 New York Plaza, 15th Floor, New York, New York 10004, as resigning Trustee (the “Resigning Trustee”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States, having its corporate trust office at 505 North 20th Street, Suite 950, Birmingham, AL 35203, as successor Trustee (the “Successor Trustee”).

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