<PAGE>

                                                                    EXHIBIT 10.4

                                   BELK, INC.

                       EXECUTIVE LONG TERM INCENTIVE PLAN

                                   CERTIFICATE

This CERTIFICATE and the attached Exhibit A set forth the terms and conditions
under which Belk will issue shares of Belk, Inc. Class B common stock ("Stock")
to Executive based on the extent to which Belk meets or exceeds the Performance
Goals for each Performance Period of the Executive Long Term Incentive Plan
("LTI Plan") as defined in Exhibit A. All of the terms used in this CERTIFICATE
and in Exhibit A that begin with a capital letter are either defined in this
CERTIFICATE, in Exhibit A or in the Belk Inc. 2000 Incentive Stock Plan, which
is incorporated by reference.

Executive: ______________________________________

Target Number of Shares: _________________________________

<TABLE>
<CAPTION>
                                  Plan __    Plan __    Plan __     Plan __
<S>                               <C>        <C>        <C>         <C>
Performance Period                  FY         FY         FY           FY
                                    FY         FY         FY           FY

Performance Goals

 Cumulative Sales Goal
  ($ in Million)

 EBIT Goal

 ROIC Trigger
</TABLE>

                                    BELK INC.

<PAGE>

                                     BY: ___________________________________

                                     DATE: ___________________________________

                                       2
<PAGE>

                                    EXHIBIT A

                              Terms and Conditions

Section 1. Executive. The term "Executive" means the designated Belk senior
executive who has been selected by the Committee in its discretion to
participate in the LTI Plan for a Performance Period within the first 90 days of
such Performance Period. The Committee shall have the right in its discretion to
add or remove Executives from participation in the LTI Plan for a given
Performance Period.

Section 2. Target Number of Shares. The term "Target Number of Shares" means the
number of shares of Stock shown opposite such term on the CERTIFICATE.

Section 3. Definitions.

      3.1 Business Criteria. The term "Business Criteria" for purposes of this
Program means (1) Belk's return on invested capital, (2) Belk's cumulative
sales, and (3) Belk's normalized earnings before interest and taxes.

      3.2 Committee. The term "Committee" means the Compensation Committee of
the Board of Directors of Belk, or, if all the members of such Committee fail to
satisfy the requirements to be an "outside director" under Section 162(m) of the
Code, a sub-committee of such committee which consists solely of members who
satisfy such requirements.

      3.3 Performance Period. The term "Performance Period" means the three
          consecutive fiscal year period for Belk that is shown opposite such
          term on the CERTIFICATE.

<PAGE>

Section 4. Performance Goals.

      4.1 General. The Committee shall set forth in writing the Performance
Goals for each Participant for a Performance Period no later than 90 days after
the beginning of such Performance Period based on such Business Criteria as the
Committee deems appropriate under the circumstances. The Committee shall have
the right to use different Business Criteria for different Participants, and the
Committee shall have the right to set different Performance Goals for
Participants whose goals look to the same Business Criteria. The Business
Criteria for each Participant may be based on company-wide performance,
division-specific performance, department-specific performance, personal
performance or on any combination of such criteria. No later than 90 days after
the beginning of the Performance Period, the Committee shall establish the
general, objective rules which the Committee will use to determine the extent,
if any, that a Participant's Performance Goals have been met and the specific,
objective rules, if any, regarding any exceptions to the use of such general
rules. Further, in determining whether the Performance Goals for a Performance
Period have been satisfied, the Committee may look at the performance of Belk on
the first day of the Performance Period, the last day of the Performance Period,
or either such date if there is an acquisition, disposition, or other corporate
transaction involving Belk during such Performance Period.

      4.2 Specific Performance Goals. The Performance Goals for a Performance
Period shall be based on an ROIC Trigger, a Cumulative Sales Goal and/or an EBIT
Goal.

      4.3 ROIC Trigger and Adjustments. The term "ROIC Trigger" means the return
on invested capital goal for Belk for the Performance Period shown opposite such
term on the CERTIFICATE. No shares shall be issued to Executive for the
Performance Period if Belk fails to at least meet the ROIC Trigger for the
Performance Period.

                                      -4-
<PAGE>

      4.4 Cumulative Sales Goal.

                  (a) Goal and Goal Adjustments. The term "Cumulative Sales
            Goal" means the cumulative sales goal for Belk for the Performance
            Period shown opposite such term on the CERTIFICATE.

                  (b) Shares Subject to Goal. Fifty percent (50%) of the Target
            Number of Shares of Stock shall be subject to the Cumulative Sales
            Goal, and no such shares shall be issuable to Executive for the
            Performance Period under this Section 4.4 if Belk's cumulative sales
            for the Performance Period are less than 95% of the Cumulative Sales
            Goal for such period.

                  (c) Percentage of Target Number of Shares to be Issued. If
            Belk's cumulative sales for the Performance Period equal or exceed
            95% of the Cumulative Sales Goal for such period, then the
            percentage of the Target Number of Shares of Stock issuable (subject
            to Section 5 and Section 6) under this Section 4.4 to Executive
            shall be based on the percentage of the Cumulative Sales Goal which
            Belk reaches as follows:

                                      -5-
<PAGE>

<TABLE>
<CAPTION>
Percentage Reached         Percentage of Shares Subject to Goal
------------------         ------------------------------------
<S>                        <C>
     95%                                   40%
     96%                                   45%
     97%                                   55%
     98%                                   67%
     99%                                   82%
    100%                                  100%
    101%                                  115%
    102%                                  127%
    103%                                  137%
    104%                                  144%
    105%                                  149%
    106%                                  153%
    107%                                  156%
    108%                                  158%
    109%                                  159%
    110% or higher                        160%
</TABLE>

      4.5 EBIT Goal.

                  (a) Goal and Goal Adjustments. The term "EBIT Goal" means the
            earnings before interest and taxes goal as a percentage of sales for
            Belk for the Performance Period shown opposite such term on the
            CERTIFICATE.

                  (b) Shares Subject to Goal. Fifty percent (50%) of the Target
            Number of Shares of Stock shall be subject to the EBIT Goal, and no
            such shares shall be issuable to Executive for the Performance
            Period under this Section 4.5 if Belk's earnings before interest and
            taxes for the Performance Period is less than 90% of the EBIT Goal
            for such period.

                  (c) Percentage of Target Number of Shares to be Issued. If
            Belk's earnings before interest and taxes for the Performance Period
            equal or exceed 90% of the EBIT Goal for such period, then the
            percentage of the Target Number of Shares of Stock issuable (subject
            to Section 5 and Section 6) under this Section 4.5 to Executive
            shall be based on the percentage of the EBIT Goal which Belk reaches
            as follows:

                                      -6-
<PAGE>

<TABLE>
<CAPTION>
Percentage Reached                 Percentage of Shares Subject to Goal
------------------                 ------------------------------------
<S>                                <C>
         90%                                        40%
         91%                                        41%
         92%                                        42%
         93%                                        43%
         94%                                        47%
         95%                                        51%
         96%                                        56%
         97%                                        63%
         98%                                        73%
         99%                                        85%
        100%                                       100%
        101%                                       115%
        102%                                       127%
        103%                                       137%
        104%                                       144%
        105%                                       149%
        106%                                       153%
        107%                                       156%
        108%                                       158%
        109%                                       159%
        110% or higher                             160%
</TABLE>

      4.6 Rounding and Interpolation. All percentage figures computed under this
Section 4 shall be rounded to the nearest one tenth (1/10th) of a percent, all
dollar figures computed under this Section 4 shall be rounded to the nearest
dollar, the number of shares of Stock issuable under Section 4.4 and Section 4.5
shall be rounded up to the nearest whole share and the Committee shall (wherever
the Committee deems appropriate) interpolate between the percentages shown in
Section 4.4 and Section 4.5 to determine the number of whole shares of Stock to
be issued to Executive.

      4.7 Certification. The Committee at the end of each Performance Period
shall certify the extent, if any, to which the Performance Goals set for each
Participant for such Performance Period have been met and shall determine the
number of whole shares of Stock issuable to a Participant based on the extent,
if any, to which he or she met his or her Performance Goals. However, the
Committee shall have the right to reduce (but not to increase) the number of
whole

                                      -7-
<PAGE>

shares of Stock determined under this Section 4 to the extent that the Committee
acting in its discretion determines that the Performance Goals set for a
Participant for a Performance Period no longer were appropriate for such
Participant at the end of such Performance Period. If the Committee certifies
that shares of Stock are issuable to a Participant for any Performance Period,
shares of Class B common Stock shall be issued under the Belk Inc. 2000
Incentive Stock Plan as soon as practical after such certification has been made
and in any event no later than 2-1/2 months after the end of the Performance
Period.

      4.8 Maximum Shares of Stock. The maximum number of Shares of Stock
          issuable under this Section 4 to Executive for a Performance Period
          shall be 100,000.

Section 5. Employment Requirement.

      5.1 General Rule. Executive shall forfeit Executive's right to the
issuance of any shares of Stock pursuant to Section 4.4 or Section 4.5 if
Executive fails for any reason whatsoever to remain employed throughout the
Performance Period by Belk, a Belk Affiliate or a Belk Subsidiary except to the
extent provided in Section 5.2.

      5.2 Exceptions.

                  (a) Employed After Performance Period Started. No forfeiture
            shall be effected under Section 5.1 if Executive was employed by
            Belk, a Belk Affiliate or a Belk Subsidiary after the start of the
            Performance Period and remained so employed through the end of the
            Performance Period, but the number of shares of Stock issuable to
            Executive, if any, shall be determined under Section 5.2(e).

                  (b) Death. No forfeiture shall be effected under Section 5.1
            if Executive's employment by Belk, a Belk Affiliate or a Belk
            Subsidiary terminates during the

                                      -8-
<PAGE>

            Performance Period as a result of Executive's death, but the number
            of shares of Stock issuable on behalf of Executive, if any, shall be
            determined under Section 5.2(e) and such shares shall be issued to
            Executive's estate.

                  (c) Disability. No forfeiture shall be effected under Section
            5.1 if Executive's employment is terminated during the Performance
            Period by Belk, a Belk Affiliate or a Belk Subsidiary because the
            Board deems that Executive is no longer able even with reasonable
            accommodation to perform the essential functions of Executive's job
            as a result of a physical or mental impairment, but the number of
            shares of Stock issuable to Executive, if any, shall be determined
            under Section 5.2(e).

                  (d) Retirement. No forfeiture shall be effected under Section
            5.1 if Executive with the consent of the Board or the Committee
            retires or otherwise separates from employment under circumstances
            which the Board or Committee determines should be treated as the
            equivalent of retirement during the Performance Period and Executive
            for the remainder of the Performance Period refrains from engaging
            in any employment related activities which the Board or Committee
            deems inconsistent with Executive's status as a retired employee of
            Belk, a Belk Affiliate or a Belk Subsidiary, but the number of
            shares of Stock issuable to Executive, if any, shall be determined
            under Section 5.2(e).

                  (e) One Year Minimum and Pro-Ration Rules.

                        (1) Executive shall forfeit Executive's right to the
                  issuance of any shares of Stock pursuant to Section 4.4,
                  Section 4.5 and this Section 5.2(e) unless

                                      -9-
<PAGE>

                  Executive was employed by Belk, a Belk Affiliate or a Belk
                  Subsidiary for at least one full year in the Performance
                  Period.

                        (2) If Executive was employed by Belk, a Belk Affiliate
                  or a Belk Subsidiary for at least one full year in the
                  Performance Period, the number of shares of Stock otherwise
                  issuable to or on behalf of Executive shall be reduced by the
                  Committee pursuant to this Section 5.2(e) to reflect the fact
                  that Executive was so employed for less than the full
                  Performance Period. The Committee shall determine the reduced
                  number of shares of Stock to be issued under the Plan to
                  Executive by multiplying the number of shares of Stock
                  otherwise issuable to Executive pursuant to Section 4 by a
                  fraction, the numerator of which shall be the number of full
                  years and one half years (rounding down to the nearest one
                  half year) that Executive was employed by Belk, a Belk
                  Affiliate or a Belk Subsidiary in such Performance Period and
                  the denominator of which shall be three (3), and then rounding
                  up to the nearest whole share of Stock.

Section 6. Stock Issuance and Minimum Tax Withholding. The Committee as soon as
practicable after the end of the Performance Period shall determine the number
of whole shares of Stock, if any, to be issued to Executive and shall notify
Executive of the value assigned to such shares by Belk, the minimum income tax
withholding due on such shares based on such assigned value and Executive's
deadline for making a payment to Belk equal to such minimum income tax
withholding. If Executive fails to make such payment by such deadline, Belk
shall reduce the total number of whole shares of Stock to be issued to or on
behalf of Executive by a number sufficient for Belk to pay the minimum income
tax withholding due on all such shares of Stock

                                      -10-
<PAGE>

based on the value assigned by Belk to such shares of Stock and shall then issue
the reduced number of shares of Stock to or on behalf of Executive. If Executive
makes such payment, there will be no reduction in the total number of shares of
Stock issued to Executive pursuant to this Section 6, and the total number of
shares of Stock due shall be issued to or on behalf of Executive.

Section 7. Belk, Inc. 2000 Incentive Stock Plan. Any Shares of Stock issued to
or on behalf of Executive pursuant to the CERTIFICATE and this Exhibit A shall
be issued subject to the terms and conditions set forth in the Belk, Inc. 2000
Incentive Stock Plan.

Section 8. Reference. All references in this Exhibit A or the Certificate to
sections (Section) shall be to sections (Section) of this Exhibit A.

Section 9. Administration, Amendment and Termination. The Committee shall have
the power to interpret and administer this Program as the Committee in its
absolute discretion deems in the best interest of Belk and the Committee to the
extent practicable shall do so to protect Belk's right to deduct, in light of
Section 162(m) of the Internal Revenue Code, any shares of Stock issuable under
the LTI Plan to any participant who is treated under Section 162(m) of the
Internal Revenue Code as a "covered employee". The Committee shall have the
power to amend this program from time to time as the Committee deems necessary
or appropriate and to terminate this program if the Committee deems such
termination in the best interest of Belk.

                                      -11-