<PAGE>

                          Fourth Supplemental Indenture
                              7 1/4% Notes due 2004

                           Dated as of October 4, 2001

     This is a Fourth Supplemental Indenture (this "Supplemental Indenture") by
and among Saks Incorporated, a Tennessee corporation (the "Company"), the
Company's subsidiaries appearing on the signature pages hereto, as Guarantors
(the "Guarantors"), and Bank One Trust Company, National Association (successor
in interest to The First National Bank of Chicago), as Trustee (the "Trustee").
All capitalized terms herein but not defined shall have the meanings ascribed to
them by the Indenture (as defined below).

                             Preliminary Statements

     A.   In accordance with Section 9.02 of the Indenture dated as of November
25, 1998 (as amended, modified and supplemented, the "Indenture"), by and among
the Company, the Guarantors and the Trustee, relating to the Company's 7 1/4%
Notes due 2004 (the "Notes"), the Trustee, the Company, the Guarantors and
Holders of a majority in aggregate principal amount of the Outstanding Notes
have agreed to amend the Indenture as of the date hereof.

     B.   All things necessary to make this Supplemental Indenture a valid
supplement to the Indenture according to its terms have been done.

                             Amendments to Indenture

     The parties to this Supplemental Indenture agree as follows:

     Section 10.16 of the Indenture is hereby deleted in its entirety and the
following new Section 10.16 shall be substituted in lieu thereof:

          "Section 10.16 Exempted Debts.
                         --------------

          Notwithstanding the restrictions in this Indenture contained in
     Sections 10.11 and 10.13, the Company or its Subsidiaries may, in addition
     to amounts permitted under such restrictions, issue, assume or guarantee
     Indebtedness secured by Liens, or enter into Sale and Leaseback
     Transactions; provided, however, that, after giving effect thereto, the
     aggregate outstanding amount of all such Indebtedness secured by Liens plus
     Attributable Debt resulting from such Sale and Leaseback Transactions
     (collectively, the "Exempted Debt") does not exceed 17.5% of Consolidated
     Net Tangible Assets at the time such Lien is granted or at the time such
     Sale and Leaseback Transaction is entered into."

                         [Signatures on following pages]


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                                     SAKS INCORPORATED

                                     By: /s/ Charles J. Hansen
                                         ----------------------------
                                         Senior Vice President and
                                          Assistant Secretary

Attest: /s/ Scott A. Honnold
        --------------------------
        Vice President and
         Assistant Secretary

                                     BANK ONE TRUST COMPANY,
                                      NATIONAL ASSOCIATION

                                     By: /s/ Benita A. Pointer
                                         ----------------------------
                                         Title: Account Executive

Attest: /s/ Janice Ott Rotunno
        --------------------------
       Title: Vice President and
               Assistant Secretary


                       [Signatures continued on next page]

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                                   GUARANTORS

                                    Parisian, Inc.
                                    McRae's, Inc.
                                    McRae's Stores Partnership
                                     By: McRae's, Inc., Managing General Partner
                                    McRae's Of Alabama, Inc.
                                    New York City Saks, LLC
                                    Saks Holdings, Inc.
                                    Saks & Company
                                    Saks Fifth Avenue, Inc.
                                    Saks Fifth Avenue Of Texas, Inc.
                                    Saks Fifth Avenue Texas, L.P.
                                    Saks Direct, Inc.
                                     (formerly SFA Folio Collections, Inc.)
                                    Saks Fifth Avenue Distribution Company
                                    Herberger's Department Stores, LLC
                                    Carson Pirie Holdings, Inc.
                                    Saks Distribution Centers, Inc.
                                    Saks Shipping Company, Inc.
                                    McRae's Stores Services, Inc.
                                    Jackson Leasing, LLC
                                    McRIL, LLC
                                    SCCA, LLC
                                    SCIL, LLC
                                    SFAILA, LLC
                                    SCCA Store Holdings, Inc.
                                    PMIN General Partnership
                                     By: Parisian, Inc., Managing Partner


                                   By: /s/ Charles J. Hansen
                                       -----------------------------
                                       Senior Vice President
                                        and Secretary


Attest: /s/ Scott A. Honnold
        ------------------------
        Title: Vice President

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