1. **Sabbatical Period****.**Mr. Belk will continue his full time employment with theCompany through August 2, 2009, which will be his last full day of work. From August 3, 2009through August 1, 2010, Mr. Belk will be on sabbatical (the “sabbatical period”). During thesabbatical period, Mr. Belk will remain an associate (i.e., employee) of the Company as Presidentand Chief Merchandising Officer. In such capacity, Mr. Belk will be available as needed to provideassistance to the Company on matters relating to merchandising strategy and vendor relations. Suchassistance will be provided on a reasonable schedule, mutually agreed upon by Mr. Belk and theCompany’s Chief Executive Officer. Mr. Belk will remain on the Company’s payroll at a salary of$763,516 for the sabbatical period, and his salary for the sabbatical period will be paid in equalinstallments over the sabbatical period on each regularly scheduled pay day in accordance with theCompany’s standard payroll practice for associates, as the same may change from time to time, butno less frequently than monthly. For the Company’s fiscal year ending on January 30, 2010 (“FY10”)only, Mr. Belk will be eligible to participate in the Company’s Annual Incentive Plan as if he hadbeen employed on a full time basis throughout FY10, as long as he continues to be an employeethroughout FY10; provided, however, Mr. Belk will not be entitled to participate in any newincentive compensation plans that may be put in place for the third or fourth quarters of FY10,including for such purposes any revisions of the goals in the Annual Incentive Plans designed toincent performance during the third or fourth quarters. Mr. Belk will not be entitled toparticipate in any Company incentive compensation plans for years subsequent to FY10. During thesabbatical period, Mr. Belk shall continue to have an office and secretarial assistance (from hiscurrent administrative assistant or another administrative assistant approved by Mr. Belk) at theCompany’s headquarters.
2

 
     2. **Vice Chairman Period****.**From August 2, 2010 through January 28, 2012, Mr. Belk willremain an associate with the Company in the role of Vice Chairman (the “Vice Chairman period”).Mr. Belk will continue to provide assistance to the Company, on a consulting basis in the mannerdescribed previously herein, on matters relating to merchandising strategy and vendor relations.From August 2, 2010 through January 29, 2011, Mr. Belk’s salary will be $381,758, paid on each payday during such period in equal installments on each regularly scheduled pay day during such periodin accordance with the Company’s standard payroll practice for associates, as the same may changefrom time to time, but no less frequently than monthly. From January 30, 2011 through January 28,2012, Mr. Belk’s salary will be $381,758, paid on each pay day during such period in equalinstallments in accordance with the Company’s standard payroll practice for associates, as the samemay change from time to time, but no less frequently than monthly. Mr. Belk will not be entitledto participate in any Company incentive compensation plans during the Vice Chairman period.     3. **Benefits****.**     (a) During both the sabbatical period and the Vice Chairman period, the Company agreesthat Mr. Belk’s current benefits with the Company, including without limitationmedical/dental/vision insurance, 401(k) savings plan, 401(k) restoration plan, pension plan,pension restoration plan, deferred compensation plan, supplemental executive retirement plan(SERP), basic and optional life insurance, personal accident insurance, short termdisability insurance, long term disability insurance, and SERP insurance will remain ineffect, so long as Mr. Belk pays the required associate premiums. Mr. Belk will also beentitled to employee merchandise discounts, use of a Company automobile and a CEOmembership.
3

 
     (b) Notwithstanding anything to the contrary contained herein in this Paragraph 3, (i)Mr. Belk shall have no greater right to receive the benefits described herein than he wouldhave had if he had remained a full time associate in his current position and (ii) suchbenefits shall be subject to termination, amendment, suspension or reduction on the samebasis as other Belk associates receiving such benefits during such time.     (c) The Company also agrees to make additional annual payments to Mr. Belk on March 1,2010 and March 1, 2011 in the amount of $49,825 each, which represent the after tax cost ofpremiums payable on life insurance on Mr. Belk previously funded by the Company under asplit dollar insurance agreement.     4. **Confidentiality and Compliance with Various Policies****.**     (a) Mr. Belk acknowledges that he has been and may be privy to confidential informationof the Company and its affiliates which includes, but is not limited to, sales and marketinginformation, financial or statistical data, acquisition or merger information, strategicplans or plans for future business development, plans regarding sales of assets and otherinformation not known to the public, which, if misused or disclosed, could adversely affectthe business or standing of the Company and its affiliates and members. Mr. Belk agreesthat Mr. Belk will not knowingly or intentionally disclose any such confidential informationto any person, agency, institution, company or other entity, and he will not use anyconfidential information in any way except as required by his duties to the Company or bylaw, without having first obtained the written consent of the Company’s Chief ExecutiveOfficer or designee. Mr. Belk further agrees that at or before the conclusion of the ViceChairman period, Mr.
4

 
Belk will return to the Company, upon request, all property belonging to the Companyand any other property or documents which may contain or record any information confidentialto the Company. Mr. Belk acknowledges that the Company would be irreparably harmed if hewere to breach his obligations under this Paragraph 4(a) and that the Company shall beentitled to injunctive relief for the purpose of enforcing this provision.     (b) Mr. Belk acknowledges and agrees that, during the full term of the sabbaticalperiod and the Vice Chairman period, he will continue to comply with his obligations as anemployee of the Company, including the obligations set forth in the Company’s AssociateHandbook, Acceptable Business Practices Policy and Code of Ethics for Senior Executive andFinancial Officers. Mr. Belk further agrees to cooperate with the Company in any pending orfuture matters, including without limitation, any litigation, investigation or other disputein which he has, by virtue of his employment with the Company, relevant knowledge orinformation.     5. **Repurchase of Stock****.**On or before July 1, 2009, the Company agrees to repurchasein cash from Mr. Belk, or his designee, 258,336 shares of Belk, Inc. Class A common stock at aprice of $11.90 per share. Further, the Company agrees to prepare, execute and file all requiredforms or other documentation with the Securities and Exchange Commission, state securities or anyother agencies having jurisdiction over the transaction reflected herein.     6. **Successors And Assigns****.**Mr. Belk acknowledges and agrees that this Agreement is acontract for personal services, and he is not entitled to assign, subcontract or transfer any ofthe obligations imposed or benefits provided under this Agreement. In the event that Mr. Belk diesbefore the end of the sabbatical period or Vice Chairman period, the payments
5

 
and benefits payable under this Agreement will cease to the same extent as if he had diedwhile a full time associate. This Agreement will inure to the benefit of and be binding on anysuccessor or assigns of the Company.     7. **Severability**. The parties agree that the provisions of this Agreement shall bedeemed severable and that the invalidity or unenforceability of any portion of any provision shallnot affect the validity or enforceability of other portions of such provision or of otherprovisions. Such provisions shall be appropriately limited and given effect to the extent thatthey may be enforceable.     8. **Governing Law****.**This Agreement shall be governed by and construed in accordancewith the laws of North Carolina.     9. **Entire Agreement and Modification****.**This Agreement may not be changed or modifiedorally, but only by an agreement in writing, signed by the parties. Mr. Belk and the Companyacknowledge and agree that they are not relying on any representations, oral or written, other thanthose expressly contained in this Agreement. This Agreement supersedes all prior agreements,proposals, negotiations, conversations, discussions and course of dealing between the parties withrespect to the subject matter hereof. Paragraph headings are for convenience of reference only andare not intended to create substantive rights or obligations.     10. **Tax Withholding and Taxes****.**All payments described in this Agreement shall be madeby the Company subject to applicable tax withholdings and other mandatory payroll deductions whichwould otherwise apply to payments of the nature contemplated herein. Furthermore, the Companyagrees to act in good faith regarding the proper interpretation of the tax laws as might beapplicable to the payments and benefits required under this Agreement, including Section 409A ofthe Internal Revenue Code of 1986, as amended, but Mr. Belk agrees
6

 
that nothing in this Agreement shall be construed as a covenant by the Company that paymentswill be made or benefits will be provided under this Agreement which will be exempt from anyspecial tax, including any tax under Section 409A of the Internal Revenue Code of 1986, as amended,or as a guarantee or indemnity by the Company of the tax consequences of the payments and benefitsrequired under this Agreement. Finally, Mr. Belk understands and agrees that the Company shallreport and withhold on payments made and benefits provided under this Agreement as the Companyacting in good faith deems appropriate and proper under the circumstances.       /s/  H.W. McKay Belk  Sworn to and subscribed before me