**EXHIBIT 10.1**       STATE OF NORTH CAROLINA  )  **CONFIDENTIAL TRANSITION**   )  **AGREEMENT AND RELEASE OF CLAIMS**COUNTY OF MECKLENBURG  )        THIS AGREEMENT made and entered into by and between Belk, Inc. and subsidiaries, including butnot limited to Belk Stores Services, Inc., and Belk Merchandising LLC (hereinafter referred to as“Belk” or “the Company”), and Mary R. Delk (hereinafter referred to as “Ms. Delk”).     WHEREAS, Belk and Ms. Delk agree that it is the best interest of both Belk and Ms. Delk thather employment relationship with Belk be terminated; and     WHEREAS, Belk and Ms. Delk agree that it is in the best interest of each that the terms andconditions of her separation of employment be expressly set forth;     NOW, THEREFORE, in consideration of the mutual covenants and promises stated in this documentby Belk and Ms. Delk to each other and for other good and valuable consideration, the receipt andsufficiency of which are hereby expressly acknowledged by the parties, the parties agree that:     1. Official Retirement Date. Ms. Delk will continue her active employment with Belkthrough June 30, 2006, which will be her last day of active work. Belk will pay Ms. Delk throughJune 30, 2006, at her current rate of pay as set forth in Paragraph 2 so long as she is activelyworking for Belk. Ms. Delk will then be paid for ten (10) accrued, but unused, vacation days asset forth in paragraph 2. Ms. Delk will not be paid for any unused personal days. Ms. Delk thenwill be paid fifty-six (56) weeks of severance pay which ends on July 27, 2007 as set forth inparagraph 2. Ms. Delk’s official retirement date from Belk will be July 27, 2007.     If Belk hires a replacement for Ms. Delk prior to June 30, 2006, Belk shall have the right todiscontinue the active employment of Ms. Delk. In such event, Ms. Delk will be paid by Belkthrough June 30, 2006 as if she were actively employed. Ms. Delk would then be paid the vacationand severance pay as set forth above. Ms. Delk will accrue no vacation days for fiscal year 2008.
 

 
     Belk and Ms. Delk may agree that her last day of active work may be in the period betweenApril 29, 2006 and June 30, 2006. If Belk and Ms. Delk agree that her last day of active workoccurs between April 29, 2006 and June 30, 2006, then she will be paid thru her last day of activework and the vacation and severance pay will then be paid starting from the last day of active workand her date of retirement will be adjusted accordingly. In the event that Ms. Delk’s last day ofactive work is prior to April 29, 2006, then Belk will only pay her current rate of pay thru thedate of her last day of active work, and she will receive no severance pay; however, Ms. Delk willbe paid for ten (10) accrued, but unused, days of vacation.     2. Payments. For the active work period and the severance pay period, Ms. Delk willbe paid at her current rate of pay of $10,074.76 per week minus standard tax and required andauthorized deductions. Payments will be paid bi-weekly. The final pay period will end on July 27,2007, unless adjusted pursuant to paragraph 1.          The vacation and severance payments to be made by Belk pursuant to this Agreement shall bepaid if Ms. Delk becomes employed with another employer.          If Ms. Delk resigns or is terminated for cause from Belk prior to April 29, 2006, she shallreceive only accrued vacation pay and her official retirement date shall be adjusted accordingly.          Termination “for cause” includes, but is not limited to, the following examples: **•** Unlawful harassment **•** Dishonesty or theft **•** Falsifying company documents **•** Gross insubordination **•** Crimes involving use of illegal drugs or alcohol **•** Conviction of a crime of dishonesty or violence, even if not concerningwork at Belk **•** Disruptions in the workplace, including use of racial or ethnic slursand particularly offensive profanity **•** Fighting, threats or intimidation of bodily harm, or any use of orthreat of violence **•** Having a dangerous weapon on company property without priorauthorization by the facility manager **•** Misusing legally prescribed drugs while on the job **•** Tape recording conversations with managers or other associates withouttheir prior knowledge and consent **•** Violation of the Belk Acceptable Business Practices Policy
 

 
     During the active work period and any severance pay period Belk agrees that Ms. Delk’scurrent benefits with Belk (including, but not limited to, 401(k) Company basic contributions,Supplemental Executive Retirement Plan (SERP), Deferred Compensation Plan, 401(k) Restoration Planand the Company match to pre-tax contributions by Ms. Delk, if any, to the Company 401(k) plan)will remain in effect so long as Ms. Delk pays her required benefit contributions, if any.     Belk agrees that it will provide first class resume services and printing at Belk’s expensefor Ms. Delk for 12 weeks following the effective date of this Agreement.     Ms. Delk shall not be entitled to any bonus payments for fiscal year 2007 and fiscal year2008.     Belk shall not reimburse Ms. Delk for any relocation expenses for herself and her family.     Ms. Delk shall not be entitled to receive any Belk employee merchandise discount after herlast day of active employment.     3. Release and Additional Promises. In consideration of the payments provided by Belkin paragraph 2, Ms. Delk agrees as follows: a. Release of Rights. That for herself and herattorney, heirs, executors, administrators, successors and assigns, shefully discharges and releases Belk (including its officers, directors,managers, supervisors, and/or agents), any parent, or affiliatedcompanies (including their officers, directors, managers, supervisors,or agents) from all administrative charges, lawsuits, causes of action,employment contracts, demands, and claims for damages whatsoever in lawor equity regarding her employment and/or separation of employment thatshe now knows or should know that exist against Belk, arising under anystate or federal statutory or common laws, including but not limitedto, all claims under ***the Age Discrimination in Employment Act (“ADEA”),29 U.S.C. §§ 621****,**et**seq.;**the Older Workers BenefitProtection Act; Title VII of the Civil Rights Act of 1964 (“TitleVII”), 42 U.S.C. § 2000e,**et**seq.**; the Americans withDisabilities Act (“ADA”), 42 U.S.C. § 12101,**et**seq.**;the Employee Retirement Income Security Act (“ERISA”), 29 U.S.C. §1001,**et**seq.**; the Consolidated Omnibus BudgetReconciliation Act (“COBRA”), 29 U.S.C. § 1161,**et**seq**;the Equal Pay Act of 1963; the Vocational Rehabilitation Act of 1973;the Civil Rights Acts of 1866, 1871 and 1991; Section 1981 of the CivilRights Act of 1866; the North Carolina Equal Employment Practices Act,N.C.G.S.*
 

 
 * ** **§143-422.1**et**seg**.; any statewage payment laws; or claims alleging wrongful termination,retaliation, whistleblower protection, and/or seeking damages formental and/or emotional distress, breach of implied or expressedcontract, whether oral or written, tortuous interference withcontractual relations, breach of promise, failure to hire,misrepresentation, negligence, fraud, estoppel, defamation,intentional or negligent infliction of emotional distress, loss ofconsortium, violation of public policy, wrongful, abusive orconstructive discharge, or any other employment related tort; or anyother Federal, State, or local law relating to employment.*    This Agreement is not intended to waive any claims that may ariseafter the date this Agreement is executed or any rights or claims totest the knowing and voluntary nature of the release of claims inthis Agreement under the Older Workers Benefit Protection Act, asamended.    This Agreement is not intended to waive any claims that may ariseunder the Fair Labor Standards Act, 29 U.S.C. § 201, etseq., or the Family Medical Leave Act.    This Agreement does not waive or release any rights forindemnification, if any, that Ms. Delk may have pursuant to thebylaws of Belk, Inc. and pursuant to any Directors and OfficersLiability Insurance Policies which are maintained by Belk.  b. No Reinstatement or Further Employment. Ms.Delk agrees that she will not seek or hereafter apply for employment orreinstatement of employment with Belk or any affiliated or subsidiarycompanies, and that Belk has no obligation to consider her foremployment or reinstatement. Ms. Delk further agrees that if she doesapply for re-employment, Belk may deny her employment under thisAgreement, without recourse. Provided however Belk may, from time totime in its sole discretion, retain Ms. Delk as a consultant under suchterms and conditions as may be agreed to by Belk and Ms. Delk.  c. Confidentiality. Ms. Delk agrees that theprovisions of this Agreement are confidential and that the terms ofthis Agreement, including the amount of any payment made as outlined inparagraph 2 above, will not be divulged or disclosed in any mannerwhatsoever to any person other than her attorney in a legallyrecognized privileged communication; except that Ms. Delk maycommunicate the terms of this Agreement to her accountant or tax returnpreparer to the extent necessary in preparing her tax returns or toreceive relevant tax advice, and may disclose such terms to her spouseand to her financial planner. Ms. Delk may also make such additionaldisclosures as may be required by law, compelled
 

 
   by judicial process,requested by a government agency, or asnecessary to enforce any term of this Agreement. The persons towhom authorized disclosures are made shall be advised that furtherdisclosure of the information is not permitted. Ms. Delk agreesthat this paragraph is a material provision of this Agreement andthat a breach of this term will release Belk from any furtherobligation under the Agreement and will entitle it to recover allpayments made pursuant to this Agreement, including an extra monthof wages as liquidated damages, and to receive such other andfurther legal and equitable relief as may be appropriate, includingattorney fees and costs, if proven that Ms. Delk, her tax advisors,spouse, financial planner, or her attorney breaches this provision.  d. Cooperation. Ms. Delk agrees to reasonably cooperatewith Belk as well as its attorneys to provide information regarding events inany matter related to her department or employment with Belk, including, ifnecessary, providing information for and signing any necessary swornstatements.  e. No Disparagement. Subject to paragraph (d)above, Ms. Delk agrees not to criticize, disparage, or otherwise demeanin any way Belk, its affiliates, or subsidiary companies, officers,directors, managers, or supervisors.    No Disparagement. Likewise, Belk, its affiliates, orsubsidiary companies, officers, directors, managers, or supervisorsagree not to criticize, disparage, or otherwise demean in any waythe professionalism, conduct, reputation and good name of Ms. Delk.  f. Confidentiality of Information. Ms. Delkacknowledges and agrees that during her employment with Belk she hadaccess to and learned confidential information as a merchandiseprofessional in her capacity as President of Merchandising andMarketing for Belk and she had access to, and learned confidentialinformation relating to various Company matters. Ms. Delk agrees thatshe will not divulge or disclose in any manner any non-public orconfidential information relating to Belk, past and present Belkemployees, and matters that she learned about or was involved withduring her employment with Belk including rumors and allegationsregarding Belk and its past and present employees. Notwithstanding theabove, Ms. Delk may make such disclosures of non-public or confidentialmatters relating to Belk as may be required by law or compelled byjudicial process. Ms. Delk agrees that this paragraph is a materialprovision of this Agreement and that a breach of this paragraph willrelease Belk from any further obligation under the Agreement and willentitle Belk to recover all payments made pursuant to this Agreement,including an extra month of wages as
 

 
   liquidated damages, and that Belkshall be entitled to receive suchother and further legal and equitable relief, including attorneyfees and costs, as may be appropriate if proven that Ms. Delk hasbreached this provision.  g. Belk agrees that it will not issue an external pressrelease regarding the departure of Ms. Delk from Belk. Belk agreesthat the Belk internal communication attached as Exhibit A shall be thesole communication distributed internally at Belk regarding thedeparture of Ms. Delk.    Belk agrees that H. W. McKay Belk will be the primary contact forprospective employers. Belk agrees that if a prospective employercontacts Belk Corporate Human Resources (Steve Pernotto) or H. W.McKay Belk regarding Ms. Delk that they will communicate onlyinformation to a prospective employer which has been mutually agreedupon between Ms. Delk and Belk.  h. Belk agrees that Ms. Delk may participate in anycorporate buy back of Belk, Inc. stock beginning in fiscal year 2007.Belk will not purchase any of Ms. Delk’s Belk, Inc. stock which shecurrently or may own in the future outside of an approved corporate buyback. Belk does not guarantee what the value of the share price ofthe Belk, Inc. stock price will be per share at the time of anycorporate buy back period. Belk agrees that it will issue to Ms. Delkany Belk, Inc. stock for which she is eligible as a retiree under theBelk Long Term Incentive Plans V (100%), VI (67.7%) and VII (33.3%) andthe Transition Stock Plan, which are attached hereto as Exhibit B. AnyBelk, Inc. stock issued to Ms. Delk will be in accordance with theterms of Long Term Incentive Plans V, VI and VII and the BelkTransition Stock Plan; provided, however, Belk shall not deem Ms. Delkineligible for said plans if she subsequently obtains employment afterApril 29, 2006 with an employer other than Belk. Ms. Delk will not bea participant for any Long Term Incentive Plan or Transition Stock Planafter the end of Belk fiscal year 2007 (February 3, 2007).  i. From the effective date of this Agreement until Ms.Delk’s last day of active work, Belk agrees that Ms. Delk may take areasonable number of days off for the purpose of interviewing withprospective employers. Ms. Delk agrees that she shall notify hersupervisor, H. W. McKay Belk, in advance of taking any days off for thepurpose of interviewing prospective employers. Ms. Delk shall not becharged a vacation day for a day that she uses for interviewing aprospective employer.     4. No Admission Of Wrongdoing. The parties agree that Belk has no prior legalobligation to make the payments agreed to in paragraph 2 of this Agreement. Further, the parties
 

 
recognize that this Agreement shall not be construed as an admission of liability or wrongdoingby Belk. Belk denies any wrongdoing or violation of law regarding Ms. Delk, her employment, and/orseparation of employment.     5. General Acknowledgments. a. Ms. Delk acknowledges that she possesses sufficienteducation and experience to fully understand the terms of thisAgreement as it has been written, the legal and binding effect of thisAgreement, and the exchange of benefits and payments for promiseshereunder, and that she has had a full opportunity to discuss or askquestions about all such terms.  b. Ms. Delk agrees that the only consideration for signingthis Agreement are the terms stated above and that no other promises orassurances of any kind have been made to her by Belk or any otherperson as inducement to sign this Agreement. Therefore, this Agreementconstitutes the entire understanding of the parties, and norepresentation, promise, or inducement not included in this Agreementshall be binding on the parties.     **6. ****Notification Under The Older Workers Benefit Protection Act****.** **a.** **Time to Consider This Agreement****. Ms. Delkacknowledges that she has been provided with a copy of this Agreementand has been given twenty-one (21) consecutive calendar days in whichto review and consider the Agreement. Ms. Delk acknowledges that whileshe has twenty-one (21) consecutive calendar days to review andconsider this Agreement, she has the right to sign this Agreement atany time within the twenty-one (21) consecutive calendar days from herreceipt of this document. Ms. Delk and Belk agree that any changes tothe terms and conditions of this Agreement (whether material orimmaterial) will not restart the running of the twenty-one (21) dayperiod.**  **b.** **Legal Counsel****. Ms. Delk is advised to consultwith legal counsel of her own choosing and seek clarification of any ofthe terms of the Agreement prior to signing this Agreement. Ms. Delkacknowledges that she has had ample opportunity to consult with anattorney of her own choosing prior to her execution of this Agreementand was encouraged and advised in writing to do so by the Company.**
 

 
 **c.** **Revocation****. Ms. Delk acknowledges that she hasa period of seven (7) calendar days following her signing of thisAgreement to revoke this Agreement. Any such revocation of the Agreement mustbe in writing, signed by her, and delivered to Stephen J. Pernottoin the Belk Stores Services Human Resources Office, located at 2801West Tyvola Road, Charlotte, NC 28217, telephone number (704)426-1890, on or before the seventh day after signing this Agreement.**  **d.** **When the Terms Become Effective****. The terms ofthe Agreement shall become final and binding only upon expiration ofthe revocation period provided in subparagraph****6(c)****above. No paymentshall be made under paragraph 2 until the Agreement becomes final andbinding upon the parties.**  ** **** ****If Ms. Delk signs this Agreement prior to the end of the twenty-one(21) day time period, she certifies that she knowingly andvoluntarily decided to sign this Agreement after considering it lessthan twenty-one (21) days, and her decision to do so was not inducedby Belk through fraud, misrepresentation, or a threat to withdraw oralter the offer prior to the expiration of the twenty-one (21) daytime period.**     7. Modification. This Agreement may not be changed orally, but only by an Agreementin writing, signed by the parties.     8. Successors And Assigns. This Agreement shall inure to and be binding upon theparties hereto, their respective heirs, legal representatives, successors, and assigns. Ms. Delkfurther agrees that no other person or entity may bring any claim on her behalf falling within theterms of this release and that should any such claim be brought on her behalf, she will cooperatewith Belk and its attorneys in seeking a prompt dismissal of that claim. Provided however if atthe time of Ms. Delk’s death, or if Ms. Delk is declared mentally incompetent, all of the financialobligations of Belk pursuant to this Agreement have not been completed by Belk, then Ms. Delk’sexecutor or administrator (if she is deceased) or her personal representative (if she is deemed tobe incompetent) shall have the right to bring a claim to enforce any uncompleted financialobligations of Belk pursuant to this Agreement.     9. 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.     10. Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of North Carolina, except as federal law may apply.     MS. DELK FURTHER STATES THAT SHE HAS CAREFULLY READ THE FOREGOING TRANSITION AGREEMENT ANDRELEASE OF CLAIMS AND KNOWS THE CONTENTS AND SIGNS THE SAME OF HER OWN FREE ACT.For Mary R. Delk :Witness my hand and seal this the            day of                     , 2006.        MARY R. DELKSworn to and subscribed before me