Code Of Business Conduct and Ethics

Saks Incorporated
Code Of Business Conduct and Ethics
Approved by the Board of Directors¡ªFebruary 20, 2004

Introduction

Integrity is one of the four cornerstones on which Saks Incorporated is founded, and the
Company (the "Company" includes all subsidiaries and affiliates) insists that all business
conducted on its behalf be grounded in integrity. The Company believes that through integrity
we build and maintain strong, trusting relationships and lasting goodwill. In accordance with
these principles, Saks Incorporated has adopted this Code of Business Conduct and Ethics. 1
Saks Incorporated requires all of its associates2 to observe the highest standards of
business ethics, avoid any activity or financial interest which might reflect unfavorably upon the
associate's or the Company's integrity or good name and, at all times, conduct business in full
compliance with the law. Since the ultimate success of the Saks family of businesses and the
livelihood of all Saks associates depends upon the reputation of the Company, the importance of
continued compliance by each associate with the standards set forth in the Code cannot be
overemphasized. Violations may result in (a) disciplinary action which may include immediate
termination from employment; (b) personal liability to Saks for any financial loss incurred as a
result of the violation; and, (c) if criminal actions are involved, referral to appropriate law
enforcement authorities.

While the Code is intended to provide an understanding of our Business Conduct
standards, it cannot address every conceivable situation. Accordingly, if there is any doubt as to
a proper course of conduct, or after reading the Code there are any questions, please
communicate with your supervisor or, if the doubt is not resolved, directly with any of the
individuals listed on page 6 of the Code.

It is the Company's firm resolve that every Saks associate comply faithfully with the
spirit as well as the letter of this Code. To promote full compliance, every ¡��key management
associate¡��3 is asked on a regular basis to affirm familiarity and understanding of the Code and
adherence to it in the discharge of duties by signing the Declaration that accompanies this Code,
and returning it to his or her division head of Human Resources or to the division¡¯s Human
Resources office.

1 This Code supplements, but does not replace, other policy statements or guidelines of Saks
Incorporated that deal with the specific subject matters discussed herein.

2 Associate¡��, for purposes of this Code, includes all full and part-time employees, consultants
and members of the Company¡¯s Board of Directors.

3 Key management associate¡�� refers to an associate at or above the level of store manager,
buyer or director in a staff position.

Basic Requirements

It is not practical in this Code to set out detailed requirements to govern every situation
that might arise in the conduct of our complex business. Instead, here are several basic
requirements that form the fundamental essence of this Code.

• The Company and its associates will comply with all applicable laws.
• The Company and its associates will not receive or pay bribes or kick-backs or engage
in other unethical or corrupt practices.
• The Company and its associates will not create or issue any false or misleading
document or make any other misrepresentation.
• The Company and its associates will keep all of the Company¡¯s business records in a
manner that fairly and accurately reflects the true nature of all of the Company¡¯s
business transactions.
• The Company will provide full, fair, accurate, timely and understandable disclosures in
its public filings and other public communications.
• The Company and its associates will treat all vendors, suppliers, customers, and
associates with honesty, fairness, and respect at all times.
• All associates will avoid conflicts of interest where an individual¡¯s private interest
interferes in any way ��C or even appears to interfere ��C with the interests of the Company
as a whole.
• All associates will protect the Company¡¯s assets, ensure their efficient use and advance
the legitimate interests of the Company when the opportunity to do so arises.
• All associates will maintain the confidentiality of information entrusted to them by the
Company or its customers, except when disclosure is authorized or legally mandated.
Mandatory Policies Governing Specific Activities

To implement the basic requirements described above, the Company requires that
associates comply with each of the following Company policies:

1. Relations with Vendors, Suppliers, Contractors, Customers, Competitors and
Employees.

(a) Associates must not treat unfairly customers, vendors, suppliers,
contractors, competitors and employees. No associate should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair-dealing practice.
(b) Associates must make purchases from vendors, suppliers and contractors
in good faith solely on the basis of what is in the Company¡¯s best interest.

2. Compliance with Laws; No Bribes or Kick-Backs. Associates must comply with
all applicable foreign, federal, state and local laws, rules and regulations that govern the
Company¡¯s business conduct. Associates must not request or receive any kick-back, bribe,
excessive or disguised commission or similar payment or benefit from any vendor, supplier,
contractor, landlord, developer, customer, competitor, another associate of the Company, or any
other individual, firm, or corporation. Similarly, associates must not make any kick-back, bribe,
excessive or disguised commission or similar payment to any such persons or to any public or
governmental officials.

3. No Conflicts of Interest. Associates must not become involved in any situation
that creates an actual or potential conflict of interest. Generally, a conflict of interest is any
situation that might motivate an associate to consider acting other than solely in the best interests
of the Company. Conflicts of interest also arise when an associate, or a member of his or her
immediate family, receives improper personal benefits as a result of the associate¡¯s position in
the Company. A conflict of interest would include, but not be limited to, an associate (or a
member of his or her immediate family) working for, or having an improper financial interest in,
a competitor, supplier, agent or customer. An associate may not serve as a consultant to, or as a
director, officer or part-time employee of, a company that competes or deals with Saks, or that
seeks to do so, without the written consent of the Chief Executive Officer. Additionally, loans
to, or guarantees of obligations of, associates are of special concern.
The Code does not identify exhaustively what constitutes a conflict of interest. For this
reason, associates must avoid any situation in which their independent business judgment might
appear to be compromised. Questions about potential conflicts of interest situations, and
disclosure of these situations as they arise, should be addressed by contacting any of the
Company individuals listed in Compliance, Accountability and Reporting under the Code of
Business Conduct and Ethics.

4. Public Filings and Communications. As a result of our status as a public
company, the Company is required to file reports and documents with the Securities and
Exchange Commission. Because of the importance of the Company¡¯s public disclosures, each of
the Company¡¯s associates who has responsibilities relating to public reporting and
communications4 must take all reasonable steps to ensure that the Company¡¯s public reports,
documents and other communications furnish the marketplace with full, fair, accurate, timely
and understandable disclosure regarding the Company.
Associates with these responsibilities include, without limitation, the Company¡¯s principal
executive officer, principal financial officer, principal accounting officer or controller, or persons
performing similar functions.

5. Business Records and Accounting Practices.

(a) All business records must be maintained in a manner that fairly and
accurately reflects the true nature of all of the Company¡¯s business transactions and its financial
performance. All assets, liabilities, income, expenses and commitments of the Company must be
correctly identified and recorded in the appropriate books of account and reports.
(b) Associates must not create, maintain or distribute any document or
Company record, whether it is for internal or external communication, that contains false or
misleading information or that conceals or omits information necessary to make the documents
accurate.
(c) Associates must not make any entry in any Company record or report that
is improperly accelerated or delayed (including, without limitation, by the use of external
loading.

6. Cooperate with Internal Audits and Investigations.

(a) Associates must fully cooperate with efforts to verify compliance with the
Code and with any inquiry concerning any possible violation of the Code.
(b) Associates must not make any false or misleading statement to Company
counsel, internal or independent auditors or conceal or omit information necessary to make
statements to such counsel or auditors meaningful.
(c) Associates must not withhold, conceal, alter or destroy any documents,
books or records that reasonably relate to any subject under review by Company counsel or
auditors.

7. Protect the Company¡¯s Assets, Including its Intellectual Property. All
associates should protect the Company¡¯s assets and ensure their efficient use. Theft,
carelessness and waste have a direct impact on the Company¡¯s profitability. All Company assets
should be used for legitimate business purposes. In addition, any trademarks or patentable or
copyrightable subject matter, including computer programs and systems or methods of doing
business, created and which relates to the Company¡¯s business, is intellectual property belonging
to the Company and will be held in the name of the Company. This is true irrespective of where,
when and how the work is done. Associates may be required to sign papers required by the
Company to obtain, maintain and enforce its intellectual property rights.

8. Protect Confidential Information; No Diversion of Corporate Opportunity.
Associates must not disclose confidential information concerning the Company (including
records, reports, processes, plans, methods, and prospective financial information), the
Company¡¯s customers or other confidential information obtained through the associate¡¯s
relationship with the Company, except when disclosure of such information is specifically
authorized by the Law Department or required as a matter of law. Furthermore, it is improper
for any associate to appropriate to himself or herself, or to divert to any third party, a business or
financial opportunity that the associate knows or has reason to know the Company is interested
in pursuing. Associates are prohibited from using Company property, information or position for
personal gain and competing with the Company. Associates owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.

9. Use of Inside Information Prohibited.

(a) In the course of performing their duties, associates may receive
information about the Company or another company which, if known to the public, might affect
the decisions of reasonable investors to buy, sell, or hold the Company¡¯s common stock or
securities issued by the other company (¡��non-public information¡��). All non-public information
acquired by associates must be kept confidential and may not be disclosed to any person. Nonpublic
information includes (but is not limited to) information, prior to its disclosure to the
public generally, concerning sales or earnings and information concerning major contracts, store
or facility openings or closings, proposed acquisitions, mergers, and other transactions.
(b) Associates must not buy or sell the Company¡¯s common stock or
securities issued by other companies while in the possession of non-public information about the
Company or the other companies (good faith participation in the Company¡¯s employee stock
purchase plan is not prohibited). Associates must not pass such information on to anyone.
(c) The federal government will strictly enforce laws against persons who
trade on or disclose inside information. Violations can result in severe governmental penalties,
including fines and imprisonment.

10. Compliance with Antitrust Laws. Associates must comply with the Company¡¯s
Antitrust Compliance Guidelines, available on the Company intranet. Associates must not agree
or act together with any competitor with regard to prices, terms or conditions of sale, purchase,
production, distribution, territories, customers, or suppliers. Associates must not exchange or
discuss with a competitor prices, terms or conditions of sale, or any other competitive
information, and must not engage in any other conduct which may restrict competition or
otherwise violate any of the antitrust laws. The consequences for failure to comply with these
restrictions may involve criminal and civil liability for both the Company and the associate
involved.

11. No Illegal Political Contributions. Associates must not contribute money,
goods, or services on behalf of the Company to any party, candidate, or political campaign.
Associates who engage in political activity on their own time should ensure that there never is an
inference that they are speaking for, or on behalf of, the Company.

12. Compliance with Environmental Health and Safety Standards. The Company
and its associates shall comply with all applicable environmental, health and safety laws. It is
our intention to control waste and emissions and to handle any hazardous material so that we
preserve and protect our environment and provide a safe workplace for our associates.

13. Compliance with Privacy and Anti-Money Laundering Laws. The Company
and its associates will comply with all applicable laws and regulations concerning customer
privacy, the confidentiality of non-public personal information and anti-money laundering
efforts.

14. Policy Against Prohibited Child Labor and ¡��Sweatshops¡��. The Company
believes that it should obtain appropriate assurances that the merchandise sold in its stores is
manufactured in accordance with all applicable laws, including those relating to the rights and
welfare of the workers producing the merchandise. The Company requires its suppliers to abide
by, and only utilize facilities that comply with, all laws governing the manufacture and supply of
merchandise, including but not limited to local health and safety, child labor and wage and hour
laws. The Company has retained an independent vendor monitoring organization that inspects
supplier manufacturing facilities designated by the Company.
Compliance, Accountability and Reporting under the Code of Business Conduct and Ethics
Company managers have the responsibility to ensure that all associates within their
respective areas comply with this Code. The Company¡¯s Human Resources Department must
make all new associates aware of this Code and the Company will expect appropriate associates
to confirm, on at least an annual basis, their agreement to be bound by this Code.
Any associate who becomes aware of any action or situation that may violate this
Code must report the matter promptly to the confidential Saks ALERTLINE (800-403-
4792) or to any of the following Company individuals:
Dave Ferguson, Chief Ethics & Compliance Officer, 601.968.4444
Greg Fitting, Vice President, Internal Audit, 414.347.5008
Charles J. Hansen, Executive Vice President & General Counsel, 205.940.4600
Kenneth L. Metzner, Senior Vice President & Deputy General Counsel, 212.940.5315
Kevin F. Wills, Executive Vice President of Finance and Chief Accounting Officer, 205.940.4743
Questions concerning the interpretation of the Code also should be addressed to the
above individuals.

Consistent with the Company's legal obligations, and in accordance with the Company¡¯s
enforcement and disciplinary procedures in effect from time to time, the Company will take all
reasonable steps to keep confidential the identity of any associate reporting in good faith a
possible violation of this Code. No associate will be penalized for making a good-faith report of
violations of the Code, nor will we tolerate retaliation of any kind against anyone who makes a
good-faith report. An associate who submits a false report of a violation, however, will be
subject to disciplinary action.

The Company will enforce this Code at all levels. Disciplinary action, up to and
including termination, will be taken against :

- any associate who authorizes or participates in actions which are a violation of
this Code.
- any associate who has failed to report a violation or withheld relevant information
concerning a violation of this Code.
- the violator's supervisor(s), to the extent that the circumstances of the violation
reflect inadequate supervision or lack of diligence.
- any supervisor or other associate who attempts to retaliate, directly or indirectly,
or encourages others to do so, against any associate who reports in good faith a
possible violation of this Code.

IMPORTANT NOTES

This Code prohibits both specified actions by associates and indirect actions by or on behalf of
associates. Indirect actions include, without limitation, actions taken by members of your family
or by any entity (1) in which you own any voting stock or partnership interest (other than a 1%
interest or less in any public corporation), (2) as to which you serve as an employee, director,
independent contractor, or other agent, or (3) in which you otherwise have a material financial
interest.
The Company reserves all rights to report actual or suspected violations of this Code to
applicable governmental authorities, including without limitation federal, state, and local law
enforcement agencies.
Any grant by the Company of a waiver from a provision of this Code to any executive
officer or director may be made only by the Company¡¯s Board of Directors or a Board
committee and will be promptly disclosed as required by applicable laws, rules and
regulations. Any amendment to this Code will also be promptly disclosed to the extent
required by applicable laws, rules or regulations.
Nothing in this Code creates or is intended to create a promise or representation of continued
employment for any associate