Exhibit 10.1

PRE-APPROVED LIST OF SERVICES PROVIDED BY INDEPENDENT AUDITOR, PRICEWATERHOUSECOOPERS LLP

1. Audit of the Saks Incorporated annual financial statements
2. Review of Saks Incorporated quarterly financial statements
3. Audit of the Saks Incorporated 401K plans
4. Audit of the Saks Incorporated Pension plans
5. Review of the SEC filings
6. Attestation, agreed upon procedures, negative assurance and other similar financial compliance reports relating to debt agreements, leases and other contractual agreements.
7. Consulting on the application of accounting standards
8. Consulting on the effectiveness of financial internal control policies and procedures
9. Review of financial internal control policies and procedures
10. Consulting on federal, state, local and foreign tax matters. Tax matters include income taxes, franchise taxes, payroll taxes, property taxes, customs, duties, sales taxes, use taxes and similar taxes.
11. Preparation of federal, state, local and foreign tax filings
12. Expatriate tax consulting and tax filings
13. Consulting on employee benefit plan regulatory matters
14. Consulting on health benefit plan design and regulatory compliance
15. Performance of financial due diligence reviews