Saks Incorporated 2000 Change of Control and Material Transaction Severance Plan

Exhibit 10.24

Saks Incorporated

2000 Change of Control and Material Transaction Severance Plan

Amended and Restated as of August 31, 2006

A . Purpose . The Saks Incorporated Change of Control and Material Transaction Severance Plan (this “ Plan ”) protects a designated group of associates against some of the financial consequences of several adverse events affecting employment so as to attract and retain the associates and motivate them to enhance the value of the underlying businesses of Saks Incorporated (the “C ompany ”) and its subsidiaries. This Plan is intended to qualify as an unfunded welfare plan under Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended.

B. Effective Date of this Plan . The effective date of this Plan is August 31, 2006 (the “ Effective Date ”).

A. Eligibility . Subject to the next sentence and the exclusions contained on Schedules 1(a) and 1(b), each associate of the Company or a subsidiary of the Company (each an “ Employer ”) who is either (i) in a position of employment listed on Schedule 1(a) or 1(b) to this Plan on or after the Effective Date or (ii) designated by the Company’s Employee Benefits Committee (each person referred to in either (i) or (ii), a “ Designated Associate ”), shall become a participant in this Plan. If the Designated Associate has rights to severance compensation from the Designated Associate’s Employer pursuant to a written agreement, the Designated Associate shall not be a participant in this Plan unless and until the Designated Associate waives all of the Designated Associate’s rights to severance compensation pursuant to the written agreement in form and substance satisfactory to the Employee Benefits Committee in its sole discretion. Each Designated Associate who becomes a participant in this Plan in accordance with this subsection A. is a “ Participant ” except as otherwise provided in this Plan. All store managers, all associates reporting directly or indirectly to store managers, and all store-based division associates are excluded from participating in the Plan and none of them is a Participant. The Company’s Employee Benefits Committee and its successors with comparable functions are referred to in this Plan as the “ Committee ”.

B. Notice of Participation . The Company shall notify Participants in writing of their participation in this Plan, give each Participant a copy of this Plan upon Participant’s request, and otherwise comply with the requirements of ERISA.

C. Termination of Participation . A Participant’s participation in this Plan shall automatically terminate, without notice to or consent of Participant, and after the termination of

participation the Designated Associate shall not be treated as a Participant, upon the earliest to occur of the following events:

(i) the Designated Associate’s death;

(ii) the Designated Associate suffers, on or before termination of employment with all Employers, a mental or physical condition that (a) prevents the Designated Associate from reasonably discharging the duties of the Designated Associate’s position, and (b) is attested to in writing by a physician selected by the Employer and reasonably acceptable to the Designated Associate;

(iii) the Employer’s termination of the Designated Associate’s employment for any reason except as the result of, and within two years after, a Change of Control (defined in Section 7.B.) or a Reduction in Force (defined in Section 7.I.); and

(iv) the Designated Associate terminates the Designated Associate’s own employment, except for Good Reason (defined in Section 7.G.) within two years after a Change of Control.

When the participation of a Designated Associate in this Plan terminates in accordance with this Section 2.C., the Designated Associate shall not be entitled to severance pay or other benefits under this Plan following termination of participation.

D. Determination of Eligibility . To the fullest extent permitted by law, a Participant’s eligibility for severance pay and other benefits under this Plan shall be determined by the Committee in its sole discretion.

A. Termination . Subject to a Participant’s termination of participation pursuant to Section 2.C. and the conditions set forth below, if:

(i) Participant’s employment with the Employer is terminated by the Employer as the result of a Reduction in Force as to Participant;

(ii) subject to the last sentence of this subsection A. and to subsection B. of this section, Participant’s employment with the Employer is terminated by the Employer as the result of, and within two years after, a Change of Control; or

(iii) Participant terminates Participant’s own employment with the Employer for Good Reason within two years after a Change of Control;

then Participant shall be entitled to severance pay and other benefits under this Plan in the

amounts provided in Sections 3.C. and 3.D. of this Plan. For the avoidance of doubt, Participant shall be entitled to severance pay in accordance with clause (ii) of this subsection A only if the Employer’s termination of Participant’s employment is without Cause and is the direct result of, and within two years after, a Change of Control, and termination after a Change of Control for reasons of Participant’s inadequate job performance shall not entitle the Participant to severance pay.

B. Limitations.

(1) A transfer of a Participant’s position of employment or an offer to transfer from one Employer (the “ Original Position ”) to a position of employment with another Employer or to an affiliate of either shall not constitute a termination of employment for purposes of subsection A.(ii) of this Section if the new position of employment (i) includes at least the same annual base salary amount and at least the same annual base rate of bonus potential (determined as a percentage of annual base salary) as the Original Position’s annual base salary amount and annual base rate of bonus potential (determined as a percentage of annual base salary), (ii) includes duties and responsibilities that are comparable to the Original Position’s duties and responsibilities, and (iii) is located not more than fifty miles from the location of the Original Position.

(2) Neither a change in job title nor a change in volume of business managed shall constitute a termination of employment for purposes of subsection A. (ii) of this Section if the duties and responsibilities of the job (other than the volume of business managed) after the change are comparable in all material respects to the duties and responsibilities of the job prior to the change.

C. Amount of Severance Pay.

(i) The amount of severance pay to which a Participant is entitled in accordance with Section 3.A. shall be equal to the amount listed on Schedule 1(a) or 1(b), subject to the next sentences of this Section 3.C.(i). The increased severance benefit (“Enhanced Severance”) provided in Schedule 1(b) is limited to Participant’s who are employed as Saks Incorporated “Corporate” associates, and the opportunity to receive Enhanced Severance is subject to the terms, conditions and limitations specified in Schedule 1(b). Enhanced Severance is not available for Associates employed in the Saks Fifth Avenue Enterprises, Club Libby Lu or Parisian businesses or any individuals who are specifically and exclusively assigned to work in those businesses. “ Base Salary ” on Schedule 1(a) or 1(b) means Participant’s weekly base salary in effect immediately prior to the termination of employment (but subject to the next sentence). Any reduction in weekly base salary that either (i) results in, occurs in connection with, or otherwise precedes a termination resulting from a Reduction in Force or a termination without Cause or (ii) constitutes Good Reason, shall be ignored for purposes of determining Base Salary.

(ii) If a Participant is employed in a position of employment by more than one Employer, Participant shall be entitled to only one severance payment in accordance with this Plan upon termination regardless of the number of employment positions terminated. Participants shall not be entitled to any other duplicative severance payment.

(iii) If a Participant’s employment with the Employer is terminated by the Employer as a result of a Reduction in Force as to Participant and the termination occurs within two years after a Change of Control, Participant shall be entitled to only one severance payment in accordance with this Plan upon termination.

(iv) Participants are not required to mitigate their damages, and severance pay is not subject to mitigation.

(v) Except as required by Section 6.J and unless the Company or the Employer shall have acted in bad faith or engaged in intentional misconduct, no Employer shall be liable to a Participant for any damages with respect to this Plan exceeding the amount of severance pay to which Participant is entitled in accordance with this Plan.

(vi) The Employer may deduct and withhold from severance pay all amounts required to be deducted or withheld by law.

D. Other Benefits . If the Employer maintains a pension plan in which Participant is a participant, Participant shall be entitled to credited service, if available under and as limited by, the pension plan, as amended from time to time, for a period of time represented by the number of weeks of base salary payable to Participant in accordance with this Plan.

E. Time of Payment . All severance payments shall be paid, at the Employer’s election, either in a lump sum or in substantially equal installments (without interest). Lump sum payments shall be made, and installments shall begin, not later than 15 days following Participant’s termination of employment.

A. Claims Procedure . If any Participant has a claim for benefits under this Plan that are not being paid, Participant may file with the Secretary of the Committee a written claim setting forth the amount and nature of the claim, supporting facts, and Participant’s address. The Chairman of the Committee shall designate an individual to review the claim (the “ Authorized Representative ”). The Authorized Representative shall notify Participant of the Authorized Representative’s decision in writing by registered or certified mail within 60 days after the Authorized Representative’s receipt of the claim or, under special circumstances, within 120 days after its receipt of the claim. If the claim is denied, the written notice of denial shall list the reasons for denial, refer to pertinent Plan provisions on which the denial is based, describe any additional material or information necessary for Participant to realize the claim, and explain the claim review procedure under this Plan.

B. Claims Review Procedure . If the Authorized Representative denies a Participant’s claim, Participant may file a written request for review of the denial by the Committee. The Committee shall review the claim and notify Participant in writing of its decision within 30 days after receipt of the request. In special circumstances, the Committee may extend for up to 30 additional days the deadline for its decision. The notice of the final decision of the Committee shall include the reasons for its decision and specific references to the provisions of this Plan on which the decision is based. The decision of the Committee shall be final and binding on all parties.

C. ERISA Rights.

(i) Participants may obtain copies of all Plan information upon written request to the Plan Administrator. The Plan Administrator and others who operate this Plan must do so prudently and in the interest of Participants. No Employer or other person may fire or otherwise unlawfully discriminate against a Participant in any way to prevent Participant from obtaining a severance benefit or exercising his or her rights under ERISA. If discrimination occurs, Participant may seek assistance from the U.S. Department of Labor or may file suit in a federal court.

(ii) A Participant is entitled to receive a written explanation of the reasons for the denial of Participant’s claim, and to have the Committee review and reconsider the claim. Participant may file suit in a state or federal court to challenge any claim denial.

(iii) Under ERISA, there are steps a Participant can take to enforce the above rights. For instance, if materials are requested from this Plan and are not received within 30 days, Participant may file suit in a federal court. In that event, the court may require the Plan Administrator to provide the materials and pay Participant up to $100 a day until the materials are received, unless due to reasons beyond the control of the Plan Administrator. The court will decide who should pay court costs and legal fees. The court may order either Participant or the person sued by Participant to pay legal costs and fees. Contact the Plan Administrator for answers to questions. If a Participant has any questions about this Section 4.C. or about rights under ERISA, contact the nearest Area Office of the U.S. Labor-Management Services Administration, Department of Labor.

D. Agent for Service of Legal Process . Service of legal process upon this Plan shall be made upon the Plan Administrator at the address indicated in Section 5.B. of this Plan.

A. Plan Sponsor . The Company is Plan Sponsor for this Plan and an Employer participating in this Plan. The Company’s address is 750 Lakeshore Parkway, Birmingham, Alabama 35211.

B. Plan Administrator . The Company shall administer this Plan through the Committee. The address of the Plan Administrator is:

Employee Benefits Committee

750 Lakeshore Parkway

Birmingham, Alabama 35211

Attn: Secretary

C. Quorum . A majority of the members of the Committee shall constitute a quorum for any meeting held concerning this Plan. The act of a majority of the members of Committee, whether at a meeting or approved in writing without a meeting, shall be the valid act of the Committee.

D. Duties . The Committee shall have the power and duty to do all things necessary or convenient to effect the intent and purposes of this Plan, whether or not the powers and duties are specifically described in this Plan including without limitation the power to:

(i) provide rules for the management, operation, and administration of this Plan and, from time to time, amend or supplement the rules;

(ii) construe this Plan in the Committee’s sole discretion to the fullest extent permitted by law, which shall be final and conclusive upon all persons; and

(iii) correct any defect, supply any omission, or reconcile any inconsistency in this Plan in a manner and to the extent as the Committee shall deem appropriate in its sole discretion to carry this Plan into effect.

E. Binding Authority . The decisions of the Committee and its duly authorized delegate