EXHIBIT 10.45
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT
AGREEMENT DATED MAY 31, 2001
This amendment modifies the Amended and Restated Employment Agreement Dated May 31, 2001, between Saks Incorporated and R. Brad Martin ("Executive").
Section 3(l) of the Agreement is deleted in its entirety. This amendment is effective as of February 2., 2002.
SAKS INCORPORATED
By:__________________
James A. Coggin
President
___________________________
R. Brad Martin
Executive