THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Saks Incorporated (SKS)

5/1/2006 Proxy Information

Brian J. Martin, a brother of R. Brad Martin, the CompanyÕs Chairman of the Board, was employed by the Company until June 17, 2005. During 2005, he received salary of $47,836, realized proceeds of $1,698,615 from the exercise of employee stock options granted prior to May 4, 2002, and received other benefits valued at $6,558 for federal income tax purposes.

Jeffrey C. Martin, a Senior Vice President of the Company and a brother of R. Brad Martin, is employed by, and primarily performs government relations services for, the Company. During 2005, he received salary of $180,203 and realized proceeds of $605,861 from the exercise of employee stock options granted prior to May 2, 2002. Mr. MartinÕs grant in 2004 of 7,500 performance shares was cancelled because the Company did not meet the cumulative EBIT performance measure for the award. Since October 15, 2005 Mr. MartinÕs annual base salary has been $25,000. During 2005 the Company incurred expenses of $57,000 with respect to Mr. MartinÕs medical insurance claims.

Jeffrey C. Martin also was of counsel to Goodwin Proctor LLP, a law firm, until October 1, 2005. For 2005, the Company paid Goodwin Proctor LLP $67,790 in fees and disbursements for litigation defense, legal compliance, and governmental relations services and for reimbursement of support services provided to Jeffrey C. Martin in his capacity with the Company. The Company believes that payments made to Goodwin Proctor LLP were not greater than payments that would have been made to comparable firms to obtain similar services.

James A. Coggin, Jr., an adult son of James A. Coggin, a Named Executive Officer, is employed by the Company as Vice President-Energy Procurement. During 2005 he received salary of $175,949 and realized proceeds of $30,099 from the exercise of employee stock options. He received a bonus of $13,261 for his services during 2005. Mr. CogginÕs grant in 2004 of 7,500 performance shares was cancelled because the Company did not meet the cumulative EBIT performance measure for the award.

10/26/2005 Proxy Information

Loan Agreement

The Human Resources Committee of the Board has followed a policy of compensating executive officers with cash and equity-based awards. The grant of equity awards means that a significant portion of an executiveÕs compensation is at risk. In accordance with this policy, over time executive officers have received shares of Common Stock as compensation. Those awards are taxable to the executive as income. The Company agreed in 2001 to make a $464,000 interest-free loan to Mr. Jones. At the CompanyÕs request, Mr. Jones elected to pay taxes on his 2001 restricted stock grant although the shares subject to the grant would not vest, and would not be taxable had he not so elected, until 2004. The Company received a tax benefit from Mr. JonesÕs election, and the purpose of the loan was to assist Mr. Jones with respect to his accelerated tax payment obligations that arose from the election. The Company made the loan on March 29, 2002 before Mr. Jones became a Named Executive Officer. Mr. Jones repaid his loan on March 10, 2005.

Certain Relationships and Related Transactions

Brian J. Martin, a brother of R. Brad Martin, the CompanyÕs Chairman and Chief Executive Officer, was employed by the Company, and received salary of $131,250 and $47,836 for his services during 2004 and 2005, respectively. With respect to 2004 he received a bonus of $36,325 (which was paid in April 2005). He did not receive a bonus for 2005. In addition to salary and bonus, during 2004 he earned and received accelerated vesting for 16,666 shares of Common Stock granted to him in 2002 under a TARSAP program. He did not earn or receive accelerated vesting for any TARSAP shares in 2005. During 2004 and 2005 he received other benefits valued at $4,569 and $4,808, respectively, for federal income tax purposes. Mr. Martin resigned his employment with the Company on June 17, 2005.

Jeffrey C. Martin, a Senior Vice President of the Company and a brother of R. Brad Martin, is employed by, and primarily performs government relations services for, the Company and received salary of $244,110 and $162,836 for his services during 2004 and 2005 (through September 30, 2005), respectively. For 2004 he received a bonus of $69,962 (which was paid in May 2005). In 2004 he received other benefits valued at $210 for federal income tax purposes, and he received no such benefits in 2005. In addition to the compensation and benefits described above, Jeffrey C. Martin received a grant of 7,500 performance shares under the 2004 Plan, subject to future cancellation in whole or in part if the Company does not meet certain performance criteria. Effective October 15, 2005, Mr. MartinÕs annual base salary will be $25,000. During 2004 and 2005 (through September 30, 2005) the Company incurred expenses of $1,471 and $51,990, respectively, with respect to Mr. MartinÕs medical insurance claims.

Jeffrey C. Martin also was of counsel to Goodwin Proctor LLP, a law firm, until October 1, 2005. For 2004 and 2005 (through September 30, 2005), the Company paid Goodwin Proctor LLP $97,381 and $67,269, respectively, in fees and disbursements for litigation defense, legal compliance, and governmental relations services and for reimbursement of support services provided to Jeffrey C. Martin in his capacity with the Company. The Company believes that payments made to Goodwin Proctor were not greater than payments that would have been made to comparable firms to obtain similar services.

James A. Coggin, Jr., an adult child of James A. Coggin, a Named Executive Officer and director, is employed by the Company as Vice President-Energy Procurement. During 2004 and 2005 (through September 30, 2005) he received salary of $173,349 and $117,010, respectively. He received a bonus of $21,287 (which was paid in April 2005) for his services during 2004. During 2004 and 2005 he also received other benefits valued at $134 and $0, respectively, for federal income tax purposes. In addition to the compensation and benefits described above, in 2004 James A. Coggin, Jr. received a grant of 4,050 performance shares of Common Stock under the 2004 Plan, subject to future cancellation in whole or in part if the Company does not meet certain performance criteria.

4/28/2004 Proxy Information

Stanton J. Bluestone served as Chairman of the Carson Pirie Scott group of Saks, Inc. from February 1998 until his retirement in January 1999. He served as Chairman and Chief Executive Officer of Carson Pirie Scott & Co. (CPS) between March 1996 and January 1998. Prior to that Mr. Bluestone held other executive positions with CPS.

Donald E. Hess served as Chairman of the Parisian group of Saks, Inc. from April 1997 until his retirement in December 1997 and served as President and Chief Executive Officer of Parisian, Inc. from 1986 to April 1997.

The Human Resources Committee of the Board has followed a policy of compensating executive officers with cash and equity-based awards. The grant of equity awards means that a significant portion of an executiveÕs compensation is at risk. In accordance with this policy, over time, executive officers have received shares of Common Stock as compensation. Those awards are taxable to the executive as income.

In 2000, the Human Resources Committee granted loans to several Named Executive Officers to assure that they had sufficient cash to pay their income tax obligations without the need to sell shares of Common Stock earned as part of their compensation. The Company entered into five-year loan agreements with Named Executive Officers as follows: Mr. Martin, $865,000; Mr. Coggin, $265,000; and Mr. Coltharp, $250,000. The loans accrued simple interest at 8% per year. In 2001, the Human Resources Committee added potential forgiveness terms to the loans in consideration of continued employment. For Mr. Coggin and Mr. Coltharp, the loans were forgiven on November 1, 2003. Mr. Martin elected not to participate in this forgiveness program and repaid the Company loan in full with accrued interest in 2003.

The Company agreed in 2001 to make a $464,000 loan to Mr. Jones. At the CompanyÕs request, Mr. Jones elected to pay taxes on his 2001 restricted stock grant although the shares subject to the grant would not vest, and would not be taxable had he not so elected, until 2004. The Company received a tax benefit from Mr. JonesÕs election, and the purpose of the loan was to assist Mr. Jones with respect to his accelerated tax payment obligations that arose from the election. The Company made the loan on March 29, 2002 before Mr. Jones became a Named Executive Officer. Mr. Jones must repay the loan, without interest, upon the earlier of March 1, 2005 or his termination of employment.

Jeffrey C. Martin, a Senior Vice President of the Company and brother of R. Brad Martin, until January 2004 was also a partner of, and since January 2004 has been of counsel to, Shea & Gardner, a Washington, D.C., law firm. In his capacity with the Company, Jeffrey C. Martin is responsible for legal compliance and governmental relations. For the fiscal year ended January 31, 2004, the Company paid Shea & Gardner $119,085 in fees and disbursements for litigation defense, legal compliance, and governmental relations services and for reimbursement of support services provided to Jeffrey C. Martin in his capacity with the Company. The Company believes that payments made to Shea & Gardner were not greater than payments that would have been made to comparable firms to obtain similar services.

5/1/2003 Proxy Information

Jeffrey C. Martin, a Senior Vice President of the Company and brother of R. Brad Martin, is also a partner of Shea & Gardner, a Washington, D.C., law firm. In his capacity with the Company, Jeffrey C. Martin is responsible for legal compliance and governmental relations. For the fiscal year ended February 1, 2003, the Company paid Shea & Gardner $116,957 in fees and disbursements for litigation defense, legal compliance, and governmental relations services and for reimbursement of support services provided to Jeffrey C. Martin in his capacity with the Company. The Company believes that payments made to Shea & Gardner were less than or equal to payments that would have been made to comparable firms to obtain similar services.

Loans to Executive Officers

The Human Resources/Option Committee of the Board has followed a policy of compensating Executive Officers with cash and equity-based awards. The grant of equity awards means that a significant portion of an executiveÕs compensation is at risk. In accordance with this policy, over time, Executive Officers have received shares of common stock as compensation. Those awards are taxable to the executive as income. In 2000, the Human Resources/Option Committee granted loans to certain Named Officers to assure that they had the cash to pay their income tax obligations without the need to sell shares of Company stock earned as part of their compensation. The Company entered into five-year loan agreements with Named Officers as follows: Martin, $865,000; Coggin, $265,000; and Coltharp, $250,000. The loans accrue simple interest at 8% per year.

As noted in last yearÕs proxy statement, the Human Resources/Option Committee in 2001 added potential forgiveness terms to the loans in consideration of continued employment. For Coggin and Coltharp, the loans will be forgiven on November 1, 2003, provided that they remain employed by the Company on that date. Mr. Martin has elected not to participate in this forgiveness program and has repaid the Company loan in full with accrued interest.

The Company agreed in 2001 to make a $464,000 loan to Mr. Jones. At the CompanyÕs request, Mr. Jones elected to pay taxes on his 2001 restricted stock grant although the shares subject to the grant would not vest, and generally would not be taxable, until 2004. The Company received a benefit from Mr. JonesÕs election, and the purpose of the loan was to assist Mr. Jones with respect to his accelerated tax payment obligations that arose from the election. The Company made the loan on March 29, 2002 before Mr. Jones became a Named Officer. Mr. Jones must repay the loan, without interest, upon the earlier of March 1, 2005 or his termination of employment.