SECOND AMENDMENT TO THE SAKS INCORPORATED DEFERRED COMPENSATION PLAN

Employee Benefits Plan Agreement

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Saks Incorporated

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Title: SECOND AMENDMENT TO THE SAKS INCORPORATED DEFERRED COMPENSATION PLAN
Date: 3/26/2008
Industry: Retail (Department and Discount) Sector: Services

Exhibit 10.17.2

SECOND AMENDMENT

TO THE

SAKS INCORPORATED DEFERRED COMPENSATION PLAN

(as amended and restated effective May 1, 2002)

The Saks Incorporated Deferred Compensation Plan (the “Plan”) is hereby amended, effective March 1, 2004, as described below, with such changes superceding any conflicting changes made by the First Amendment (which was effective April 1, 2004):

1. Subsection 4.01(b) is amended to read as follows:

“(b)

Stock Grant Account. In addition, if applicable, the Committee shall establish a separate book reserve account (the Stock Grant Account as defined in Section 2.25 hereof) for the purpose of determining deferred compensation payable to the Participant attributable to the deferral of grants of Corporate Stock under Section 4.06. Such account shall be governed by the provisions of this Article 4. The entire Stock Grant Account shall be maintained as one or more sepa

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