ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(e) Beginning December 11, 2012, Stein Mart, Inc. (the "Company") and certain of the participants in the Company's Executive Split Dollar Plan (the "Plan"), including the Company's named executive officers, entered into letter agreements amending the Plan by eliminating the post-retirement death benefit contained in the Plan for additional deferred compensation, which is subject to vesting conditions. The form of letter agreement amending the Plan is attached as Exhibit 10.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibit

10.1 Form of Letter Agreement amending the Stein Mart, Inc. Executive Split Dollar Plan

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