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                                                                    Exhibit 10.1



                    BELK, INC. 2005 TRANSITION INCENTIVE PLAN
                       Executive Transition 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 Transition Incentive Plan
("Transition Incentive Plan") as defined in Exhibit A. Notwithstanding any
provision to the contrary, no shares will be issued under this CERTIFICATE to
any Executive who is a "covered employee" under Section 162(m) of the Internal
Revenue Code unless and until the shareholders of Belk approve the material
terms under which the shares of stock are to be issued, including the
performance goals. 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:    Name


                                       ------------------- -------------------
                                       Performance         Performance
                                       Period 1            Period 2
-------------------------------------- ------------------- -------------------
Performance Period                     Fall FY06 --        Fall FY07 --
                                       Spring FY07         Spring FY08
-------------------------------------- ------------------- -------------------
Target Number of Shares                        X                   X

-------------------------------------- ------------------- -------------------
Performance Goals

-------------------------------------- ------------------- -------------------
    Sales Goal
      ($ million)                              X                   X
-------------------------------------- ------------------- -------------------
    EBIT Goal                                  X                   X

-------------------------------------- ------------------- -------------------




BELK, INC.


BY:
        -------------------------------
        Name, Title

DATE:
        -------------------------------




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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 Transition Incentive 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 Transition
Incentive 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 sales, and (2) 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 each of the
two twelve month periods for Belk that is shown opposite such term on the
CERTIFICATE.

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 a Sales Goal and/or an EBIT Goal.

4.3 Sales Goal.

        (a) Goal and Goal Adjustments. The term "Sales Goal" means the 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 Sales Goal ("Sales Shares"), and no such
shares shall be issuable to Executive for the Performance Period under this
Section 4.3 if Belk's sales for the Performance Period are less than 95% of the
Sales Goal for such period.


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        (c) Percentage of Sales Shares to be Issued. If Belk's sales for the
Performance Period equal or exceeds 100% of the Sales Goal for such period, then
the percentage of the Sales Shares issuable (subject to Section 5 and Section 6)
under this Section 4.3 to Executive is equal to 100% of the Sales Shares. If
Belk's sales for the Performance Period is equal to or greater than 97.5% and
less than 100% of the Sales Goal for such period, then the percentage of the
Sales Shares issuable (subject to Section 5 and Section 6) under this Section
4.3 to Executive is equal to 75% of the Sales Shares. If Belk's sales for the
Performance Period is greater than or equal to 95% and less than 97.5% of the
Sales Goal for such period, then the percentage of the Sales Shares issuable
(subject to Section 5 and Section 6) under this Section 4.3 to Executive is
equal to 50% of the Sales Shares.

4.4 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 ("EBIT Shares"), and no such
shares shall be issuable to Executive for the Performance Period under this
Section 4.4 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 EBIT Shares to be Issued. If Belk's earnings before
interest and taxes for the Performance Period equals or exceeds 100% of the EBIT
Goal for such period, then the percentage of the EBIT Shares issuable (subject
to Section 5 and Section 6) under this Section 4.4 to Executive is equal to 100%
of the EBIT Shares. If Belk's earnings before interest and taxes for the
Performance Period is greater than or equal to 95% and less than 100% of the
EBIT Goal for such period, then the percentage of the EBIT Shares issuable
(subject to Section 5 and Section 6) under this Section 4.4 to Executive is
equal to 75% of the EBIT Shares. If Belk's earnings before interest and taxes
for the Performance Period is greater than or equal to 90% and less than 95% of
the EBIT Goal for such period, then the percentage of the EBIT Shares issuable
(subject to Section 5 and Section 6) under this Section 4.4 to Executive is
equal to 50% of the EBIT Shares.

         4.5 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 4.3 and Section 4.4
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 4.3 and Section 4.4 to determine the number of whole shares of
Stock to be issued to Executive.

         4.6 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 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. 2005
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.

4.7 Maximum Shares of Stock. The maximum number of shares of Stock issuable
under this Section 4 to Executive for a Performance Period shall be the Target
Number of Shares set forth on the Certificate.

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.

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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 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) Six Month 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 Executive was employed by Belk, a Belk Affiliate or a Belk Subsidiary for
at least six months in the Performance Period.

            (2) If Executive was employed by Belk, a Belk Affiliate or a Belk
Subsidiary for at least six months 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 months (rounding down to the nearest
month) that Executive was employed by Belk, a Belk Affiliate or a Belk
Subsidiary in such Performance Period and the denominator of which shall be
twelve (12), 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 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.

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Section 7. 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 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 Transition Incentive 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.