Saks (SKS)

Special Meeting of Shareholders

No special meeting of shareholders shall be held upon the demand of shareholders of the Corporation unless the holders of at least twenty-five percent (25%) of all the votes entitled to be cast on each issue proposed to be considered at the special meeting shall have signed, dated, and delivered to the Corporation’s Secretary one or more written demands for the meeting describing the purpose of purposes for which it is to be held.

19

Special Meeting of Shareholders

No special meeting of shareholders shall be held upon the demand of shareholders of the Corporation unless the holders of at least twenty-five percent (25%) of all the votes entitled to be cast on each issue proposed to be considered at the special meeting shall have signed, dated, and delivered to the Corporation’s Secretary one or more written demands for the meeting describing the purpose of purposes for which it is to be held.

14

Special Meeting of Shareholders

No special meeting of shareholders shall be held upon the demand of shareholders of the Corporation unless the holders of at least twenty-five percent (25%) of all the votes entitled to be cast on each issue proposed to be considered at the special meeting shall have signed, dated, and delivered to the Corporation’s Secretary one or more written demands for the meeting describing the purpose of purposes for which it is to be held.

14

Special Meeting of Shareholders

No special meeting of shareholders shall be held upon the demand of shareholders of the Corporation unless the holders of at least twenty-five percent (25%) of all the votes entitled to be cast on each issue proposed to be considered at the special meeting shall have signed, dated, and delivered to the Corporation’s Secretary one or more written demands for the meeting describing the purpose of purposes for which it is to be held.

A-13

Instructions for Voting Your Proxy

You have three ways to vote your shares:

Through the Internet By Telephone (using a touch-tone telephone) By Mail ( traditional method)

Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you had returned your proxy card. We encourage you to use these cost effective and convenient ways of voting, 24 hours a day, 7 days a week. Regardless of which method you choose, your shares will be voted as you direct.

IN TERNET VOTING Available only until 5:00 p.m. Eastern time on December 7, 2005

Visit our Internet voting website at http://proxy.georgeson.com

Have your proxy card ready and follow the instructions on your screen

You will incur only your usual Internet charges.

TELEPHONE VOTING Available only until 5:00 p.m. Eastern time on December 7, 2005

This method of voting is available for residents of the U.S. and Canada

On a touch-tone telephone, call TOLL FREE 1-800-790-3272, 24 hours a day, 7 days a week

Have your proxy card ready, then follow these instructions:

OPTION 1: To vote as the Board of Directors recommends on items 1 through 6, press 1 OPTION 2: If you choose to vote on each director nominee or each Item separately, press 2

VOTING BY MAIL

Simply mark, sign and date your proxy card and return it in the postage-paid envelope

If you are voting by Internet or the telephone, please do not mail your proxy card

Our Annual Meeting of Shareholders will be held at 9:00 a.m. Central Standard Time on December 8, 2005 at the Company’s corporate offices located at 750 Lakeshore Parkway, Birmingham, Alabama.

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE

Please mark votes as in this example.

THIS PROXY SHALL BE VOTED AS DIRECTED, IN THE ABSENCE OF A CONTRARY DIRECTION, IT SHALL BE VOTED “FOR” ITEMS 1, 2, AND 3 AND “AGAINST” ITEMS 4, 5, AND 6, AND THE PROXIES MAY VOTE IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS PROPERLY MAY COME BEFORE THE MEETING OR ADJOURNMENT THEREOF.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 1, 2, AND 3 Item1. ELECTION OF DIRECTORS: WITHHOLD

FOR al l AUTHORITY to

CLASS II (term expiring in 2008): nominees vote for all

listed nominees listed

Michael S. Gross, Nora P. McAniff, and Stephen I. Sadove

FOR, except vote withheld from the following nominee(s):

Item 2. PROPOSAL TO RATIFY THE APPOINTMENT OF FOR AGAINST ABSTAIN

PRICEWATERHOUSECOOPERS LLP as the in dependent registered public accounting firm of the Company

Item 3. PROPOSAL TO APPROVE AN AMENDMENT TO FOR AGAINST ABSTAIN

THE COMPANY’S AMENDED AND RESTATED CHARTER to eliminate specified supermajority voting requirements.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” ITEMS 3, 4, AND 6

FOR AGAINST ABSTAIN Item4. PROPOSAL BY A SHAREHOLDER—Classified Board.

Item 5. PROPOSAL BY A SHAREHOLDER— FOR AGAINST ABSTAIN

Cumulative Voting in the Election of Directors.

Item 6. PROPOSAL BY A SHAREHOLDER— FOR AGAINST ABSTAIN

Director-Election Vote Standard.

In their discretion, the Proxies are authorized to vote upon such other business or matters (none known at the time of solicitation of this Proxy Card) as may properly come before the meeting and any adjournment thereof.

The undersigned acknowledges receipt of Notice of said Annual Meeting and hereby revokes all proxies heretofore given by the undersigned for said Annual Meeting.

DATE:

, 2005

Signature of Sha reholder

(Signature of Shareholder (if held jointly))

PLEASE DATE THIS PROXY AND SIGN YOUR NAME OR NAMES EXACTLY AS SHOWN HEREON. WHEN SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE SIGN YOUR FULL TITLE AS SUCH. IF THERE ARE MORE THAN ONE TRUSTEE, OR JOINT OWNERS, ALL MUST SIGN. PLEASE RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE

750 Lakeshore Parkway Birmingham, Alabama 35211

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, DECEMBER 8, 2005 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

R. Brad Martin and Julia A. Bentley, or either of them with full power of substitution, are hereby authorized to represent and vote all the shares of common stock held of record by the undersigned on October 7, 2005 at the Annual Meeting of Shareholders of Saks Incorporated to be held on December 8, 2005, at 9:00 a.m., Central Standard Time, or any adjournment thereof, with all powers which the undersigned would possess if personally present, in the following manner.

PROXY

(Please sign and date the reverse side of this Proxy Card)

SEE REVERSE SIDE