NOTE 14 - BENEFIT PLANS

401(k) Plan: The Company has a contributory 401(k) savings plan (the "401(k) Plan") covering all full and part-time employees with 60 days of service, who are age 21 or older. Under the 401(k) Plan, participants may contribute up to 50% of their qualifying earnings on a pre-tax basis, and up to 10% of their qualifying earnings on a post-tax basis, subject to certain restrictions. The Company currently matches 50% of each participant's pre-tax contributions, limited up to 6% of each participant's compensation under the Plan. The Company may make discretionary matching contributions during the year. The Company's matching contributions expense for the 401(k) Plan were approximately $1.5 million, $1.4 million and $1.3 million in 2012, 2011and 2010, respectively.

Deferred Compensation Plans: The Company has two deferred compensation plans (the "Deferred Compensation Plans") which provide executives, certain officers and key employees of the Company with the opportunity to participate in unfunded, deferred compensation programs that are not qualified under the Internal Revenue Code of 1986, as amended, (the "Code"). Generally, the Code and the Employee Retirement Income Security Act of 1974, as amended, restrict contributions to a 401(k) plan by highly compensated employees. The Deferred Compensation Plans are intended to allow participants to defer income on a pre-tax basis. Under the Deferred Compensation Plans, participants may defer up to 50% of their base salary and up to 100% of their bonus and earn a rate of return based on actual investments chosen by each participant. The Company has established grantor trusts for the purposes of holding assets to provide benefits to the participants. For the plan involving the executives and certain officers, the Company will match 100% of each participant's contributions, up to 10% of the sum of their base salary and bonus. For the plan involving other key employees, the Company may make a bi-weekly discretionary matching contribution. The Company currently matches 50% of each participant's contributions, up to 6% of the participant's compensation offset by the contribution the Company makes to the participant's 401(k) account, if any. For both plans, Company contributions are vested 100%. In addition, the Company may, with approval by the Board of Directors, make an additional employer contribution in any amount with respect to any participant as is determined in its sole discretion. The Company's matching contribution expense for the Deferred Compensation Plans was approximately $1.7 million, $0.9 million and $1.1 million for 2012, 2011 and 2010, respectively.

Non-Employee Director Equity Compensation Plan: In 2003, the Company adopted, and the Company's shareholders approved, the 2003 Non-Employee Director Equity Compensation Plan. The plan was amended and restated effective December 19, 2009. The Company has reserved 225,000 shares of its common stock to fund this plan. Under this plan, non-employee Directors have the option to defer all or a portion of their annual compensation fees and to receive such deferred fees in the form of restricted stock or deferred stock units as defined in this plan. At February 2, 2013 and January 28, 2012, $0.3 million and $0.2 million, respectively, were deferred under this plan.

Frozen Defined Benefit Plan: The Company sponsors a defined benefit plan (the "Plan"), which covers substantially all employees who had met eligibility requirements and were enrolled prior to June 30, 1998. The Plan was frozen effective June 30, 1998.

Benefits for the Plan are administered through a trust arrangement, which provides monthly payments or lump sum distributions. Benefits under the Plan were based upon a percentage of the participant's earnings during each year of credited service. Any service after the date the Plan was frozen will continue to count toward vesting and eligibility for normal and early retirement for existing participants. The measurement dates used to determine pension benefit obligations were February 2, 2013 and January 28, 2012.

Information regarding the Plan is as follows (in thousands):

	Fiscal Year
	2012			2011
Change in benefit obligation:
Benefit obligation at beginning of year	$	37,888		$	35,261
Interest cost		1,889			2,063
Actuarial loss		3,830			4,744
Plan disbursements		(3,570	)		(2,030	)
Settlement (1)		-			(2,150	)
Projected benefit obligation at end of year		40,037			37,888

Change in plan assets:
Fair value of plan assets at beginning of year		33,363			32,837
Actual return on plan assets		3,446			3,706
Employer contributions		100			1,000
Plan disbursements		(3,570	)		(2,030	)
Settlement paid (1)		-			(2,150	)
Fair value of plan assets at end of year		33,339			33,363

Underfunded status	$	(6,698	)	$	(4,525	)

Amounts recognized in the consolidated balance sheet consist of:
Accrued benefit liability - included in other long-term liabilities	$	(6,698	)	$	(4,525	)
Amount recognized in accumulated other comprehensive loss, pre-tax (2)		9,873			7,650

(1)	The settlement was caused by lump sum payments exceeding the interest cost for 2011. Settlements of this nature may occur in future years.

(2)	Consists solely of net actuarial losses as there are no prior service costs.

	Fiscal Year
	2012			2011
Weighted-average assumptions:
For determining benefit obligations at year-end:
Discount rate		4.43	%		5.10	%

	Fiscal Year
		2012			2011		2010
For determining net periodic pension cost for year:
Discount rate		5.10	%		5.99	%	5.84	%
Expected return on assets		7.00	%		7.50	%	7.50	%

The discount rate was determined using yields on a hypothetical bond portfolio that matches the approximated cash flows of the Plan. The Company develops its long-term rate of return assumptions using long-term historical actual return data considering the mix of investments that comprise plan assets and input from professional advisors. The Plan's trustees have engaged investment advisors to manage and monitor performance of the investments of the Plan's assets and consult with the Plan's trustees.

The allocations of Plan's assets by category are as follows:

	2013 Target			Fiscal Year
	Allocation			2012			2011
Equity securities		50	%		51	%		50	%
Fixed income securities		50			47			49
Other - primarily cash		-			2			1
Total		100	%		100	%		100	%

The Company employs a total return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return on Plan assets for a prudent level of risk. The investment portfolio consists of actively managed and indexed mutual funds of domestic and international equities and investment-grade corporate bonds and U.S. government securities. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews and annual liability measurements.

The following tables present the Plan assets measured at fair value on a recurring basis in the Consolidated Balance Sheets (in thousands):

	February 2, 2013

			Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs
	Balance		(Level 1)		(Level 2)		(Level 3)
Mutual funds:
Equity securities	$	17,106	$	17,106	$	-	$	-
Fixed income securities		15,779		15,779		-		-
Other - primarily cash		454		454		-		-
Total	$	33,339	$	33,339	$	-	$	-

	January 28, 2012

			Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs
	Balance		(Level 1)		(Level 2)		(Level 3)
Mutual funds:
Equity securities	$	16,784	$	16,784	$	-	$	-
Fixed income securities		16,365		16,365		-		-
Other - primarily cash		214		214		-		-
Total	$	33,363	$	33,363	$	-	$	-

The components of net periodic benefit cost for the Plan were as follows (in thousands):

	Fiscal Year
	2012			2011			2010
Net periodic pension cost for the fiscal year:
Interest cost	$	1,889		$	2,063		$	2,116
Expected return on plan assets		(2,253	)		(2,437	)		(2,224	)
Net loss amortization		414			158			427
Net pension cost (income)		50			(216	)		319
Loss due to settlement		-			434			-
Total pension cost	$	50		$	218		$	319

Other changes in Plan assets and benefit obligations recognized in other comprehensive loss are as follows (in thousands):

	Fiscal Year
	2012			2011

Amortization of net loss	$	(414	)	$	(158	)
Settlement		-			(434	)
Net loss		2,637			3,474
Net change recognized in other comprehensive loss, pre-tax	$	2,223		$	2,882

The estimated net loss that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year is $0.6 million.

The Company's funding policy is to make contributions to maintain the minimum funding requirements for its pension obligation in accordance with the Employee Retirement Income Security Act. The Company may elect to contribute additional amounts to maintain a level of funding to minimize the Pension Benefit Guaranty Corporation premium costs or to cover short-term liquidity needs of the Plan in order to maintain current invested positions. The Company has no minimum contribution requirement for 2013.

The following benefit payments are expected to be paid (in thousands):

Fiscal Year	Payments
2013	$	3,301
2014		3,189
2015		3,055
2016		3,792
2017		3,382
Fiscal years 2018 - 2022		15,352