X0305 4 2012-05-16 0 0001051771 BELK INC NONE 0001222730 BELK H W MCKAY C/O BELK, INC. 2801 WEST TYVOLA ROAD CHARLOTTE NC 28217-4500 1 0 1 0 Class A Common Stock 315581 D Class A Common Stock 166712 I Trustee GRAT #1 Class A Common 97676 I Trustee GRAT #2 Class A Common Stock 1977 I Spouse Class A Common Stock 24675 I Custodian Class A Common Stock 141337 I Trustee Class A Common Stock 141337 I Trustee Class A Common Stock 141337 I Trustee Class A Common Stock 2012-05-16 4 J 0 2450 0.00 D 910571 I Trustee Class A Common Stock 1221842 I Brothers Investment Company Class A Common Stock 444212 I Milburn Investment Company 315,581 shares of Class A common stock are held in Reporting Person's name and/or H.W. McKay Belk, Trustee U/A dated 11/21/07, Reporting Person's grantor trust. 166,712 shares of Class A common stock are held by H.W. McKay Belk Grantor Retained Annuity Trust dated June 16, 2006. Reporting Person is the Trustee. 97,676 shares of Class A common stock are held by H.W. McKay Belk 2010 Grantor Retained Annuity Trust. Reporting Person is the Trustee. 1,977 shares of Class A common stock are held by Reporting Person's spouse, Nina F. Belk. 24,675 shares of Class A common stock are held by Reporting Person as custodian of his minor children. 141,337 shares of Class A common stock are held by Katherine Whitner Belk Irrevocable Trust dated April 9, 2008. Voting and investment power is shared by Katherine Whitner Belk, Nina Ferguson Belk and H.W. McKay Belk, the Trustees. 141,337 shares of Class A common stock are held by Nina Cabell Belk Irrevocable Trust dated April 4, 2008. Voting and investment power is shared by Nina Cabell Belk, Nina Ferguson Belk and H.W. McKay Belk, the Trustees. 141,337 shares of Class A common stock are held by The Hamilton Witherspoon McKay Belk, Jr. Irrevocable Trust dated October 22, 2010. Voting and investment power is shared by H.W. McKay Belk, Jr., Nina Ferguson Belk and H.W. McKay Belk, the Trustees. 2,450 shares of Class A common stock were distributed to Katherine McKay Belk, the Grantor, by the Trustees of Katherine M. Belk Irrevocable Trust dated November 6, 2000. 910,571 shares of Class A common stock are held by Katherine McKay Belk Irrevocable Trust dated November 6, 2000. Voting and investment power is shared by Katherine McKay Belk, Thomas M. Belk, Jr., H.W. McKay Belk, John R. Belk and Katherine Belk Morris. 1,221,842 shares of Class A common stock are held by Brothers Investment Company, which corporation is equally owned by John M. Belk QTIP GST Non-Exempt Marital Trust, Wells Fargo Bank, N.A., Susan N. Jamison and Katherine B. Morris, Co-Trustees ("John M. Belk QTIP GST Non-Exempt Marital Trust") and the heirs of Thomas M. Belk. The co-trustees of John M. Belk QTIP GST Non-Exempt Marital Trust and Katherine McKay Belk, Thomas M. Belk, Jr., H.W. McKay Belk, John R. Belk and Katherine Belk Morris, heirs of Thomas M. Belk, share voting and investment power. 444,212 shares of Class A common stock are held by Milburn Investment Company. Voting and investment power is shared by Katherine McKay Belk, Thomas M. Belk, Jr., H.W. McKay Belk, John R. Belk and Katherine Belk Morris. H.W. McKay Belk by Betty F. Buchanan, POA 2012-05-17