SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
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Stein Mart, Inc.
----------------
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Stein Mart, Inc.

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NOTICE AND PROXY STATEMENT

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 9, 2003

TO THE HOLDERS OF COMMON STOCK:

PLEASE TAKE NOTICE that the annual meeting of stockholders of Stein Mart,
Inc. will be held on Monday, June 9, 2003, at 2:00 P.M., local time, at The
Cummer Museum of Art and Gardens, 829 Riverside Avenue, Jacksonville, Florida.

The meeting will be held for the following purposes:

1. To elect a Board of Directors for the ensuing year and until their
successors have been elected and qualified.

2. To transact such other business as may properly come before the meeting
or any adjournment thereof.

The stockholders of record at the close of business on April 11, 2003, will
be entitled to vote at the annual meeting.

It is hoped you will be able to attend the meeting, but in any event, we
will appreciate it if you will date, sign and return the enclosed proxy as
promptly as possible. If you are able to be present at the meeting, you may
revoke your proxy and vote in person.

By Order of the Board of Directors,

James G. Delfs
Secretary

Dated: May 5, 2003

Stein Mart, Inc.

1200 Riverplace Boulevard

Jacksonville, Florida 32207
---------------------------

PROXY STATEMENT FOR ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD JUNE 9, 2003

This Proxy Statement and the enclosed form of proxy are being sent to
stockholders of Stein Mart, Inc. on or about May 5, 2003 in connection with the
solicitation by the Company's Board of Directors of proxies to be used at the
Annual Meeting of Stockholders of the Company. The meeting will be held on
Monday, June 9, 2003 at 2:00 P.M., local time, at The Cummer Museum of Art and
Gardens, 829 Riverside Avenue, Jacksonville, Florida.

The Board of Directors has designated Jay Stein and John H. Williams, Jr.,
and each or either of them, as Proxies to vote the shares of common stock
solicited on its behalf. If the enclosed form of proxy is executed and returned,
it may nevertheless be revoked at any time insofar as it has not been exercised
by (i) giving written notice to the Secretary of the Company, (ii) delivery of a
later dated proxy, or (iii) attending the meeting and voting in person. The
shares represented by the proxy will be voted unless the proxy is mutilated or
otherwise received in such form or at such time as to render it not votable.

VOTING SECURITIES

The record stockholders entitled to vote was determined at the close of
business on April 11, 2003. At such date, the Company had outstanding and
entitled to vote 41,568,678 shares of common stock, $.01 par value. Each share
of common stock entitles the holder to one vote. Holders of a majority of the
outstanding shares of common stock must be present in person or represented by
proxy to constitute a quorum at the annual meeting.

The following table shows the name, address and beneficial ownership as of
April 1, 2003 of each person known to the Company to be the beneficial owner of
more than 5% of its outstanding common stock:

Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
---------------- ------------------------ ----------
Jay Stein 16,364,322(1) 39.4%
1200 Riverplace Boulevard
Jacksonville, Florida 32207

T. Rowe Price Associates, Inc. 3,904,400(2) 9.4%
100 E. Pratt Street
Baltimore, Maryland 21202
- --------------------------------

(1) Shares consist of 15,663,550 shares held by Stein Ventures Limited
Partnership, the general partner of which is Carey Ventures, Inc., 429,450
shares held by the Jay Stein Foundation over which Mr. Stein has sole
voting and dispositive power as trustee of the Foundation, 220,000 shares
over which Mr. Stein serves as Custodian under the Florida Uniform
Transfers to Minors Act and has sole voting and dispositive power, 2,422
shares held by Carey Ventures, Inc., a corporation wholly-owned by Mr.
Stein, 17,300 shares held by Jay Stein and 31,600 shares held in a
brokerage account by Deanie Stein.

(2) According to Schedule 13G filed February 14, 2003, T. Rowe Price
Associates, Inc. is the beneficial owner of 3,904,400 shares, or 9.4% of
shares outstanding of the Company's common stock. These securities are
owned by various individual and institutional investors which T. Rowe Price
Associates, Inc. ("Price Associates") serves as investment advisor with
power to direct investments and/or sole power to vote the securities. For
purposes of the reporting requirements of the Securities Exchange Act of
1934, Price Associates is deemed to be a beneficial owner of such
securities; however, Price Associates expressly disclaims that it is, in
fact, the beneficial owner of such securities.

The following table sets forth certain information with respect to
beneficial ownership of the Common Stock as of April 1, 2003 by: (i) each
director and nominee for director; (ii) each executive officer named in the
Summary Compensation Table, except for Jay Stein who is listed above and (iii)
all directors and executive officers as a group.

Amount and Nature Percent
Name of Beneficial Ownership(1) of Class(2)
- ---------------------------------- ---------------------------- ------------
Alvin R. Carpenter(3)(4) 12,000 -
James G. Delfs(3) 150,813 0.4%
Linda McFarland Farthing(3)(4) 6,140 -
Michael D. Fisher(3) 303,031 0.7%
Mitchell W. Legler(4)(5) 29,000 0.1%
Gwen K. Manto(3) 82,500 0.2%
Michael D. Rose(3)(4) 48,000 0.1%
Richard L. Sisisky(4)(6) 6,300 -
Martin E. Stein, Jr.(4) 17,800 -
J. Wayne Weaver(4) - -
John H. Williams, Jr.(3) 700,000 1.6%
James H. Winston(4)(7) 57,500 0.1%
All directors and executive officers
as a group (15 persons)(3) 17,980,493 41.9%

(1) All shares of Common Stock indicated in the table are subject to the sole
investment and voting power of the directors and executive officers, except
as otherwise set forth in the footnotes below.

(2) Where percentage is not indicated, amount is less than 0.1% of total
outstanding common stock.

(3) Includes the following shares which are not currently outstanding but which
the named holders are entitled to receive upon exercise of options:

Alvin R. Carpenter 8,000
James G. Delfs 150,000
Linda McFarland Farthing 2,640
Michael D. Fisher 300,000
Gwen K. Manto 82,500
Michael D. Rose 8,000
John H. Williams, Jr. 600,000
All directors and executive officers as a group 1,353,940

Options that are exercisable within 60 days are included in the shares
indicated. The shares described in this note are deemed to be outstanding
for the purpose of computing the percentage of outstanding Common stock
owned by each named holder and by the group, but are not deemed to be
outstanding for the purpose of computing the percentage ownership of any
other person.

(4) Each outside director receives non-qualified options to purchase 4,000
shares of common stock of the Company upon becoming a director.

(5) These shares are owned by Mr. Legler and his wife as tenants by the
entirety.

(6) Includes 300 shares over which Mr. Sisisky serves as custodian under the
Florida Uniform Transfers to Minors Act.

(7) Includes 12,900 shares owned through corporations of which Mr. Winston is
the sole stockholder.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons owning more than ten percent of
the Company's common stock to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of common stock
and other equity securities of the Company and to furnish the Company with
copies of all such reports. To the Company's knowledge, based solely on review
of copies of such reports furnished to the Company during 2002, all Section
16(a) filing requirements applicable to its directors, officers and greater than
ten percent beneficial owners have been complied with.

ELECTION OF DIRECTORS

At the meeting, a Board of twelve (12) directors will be elected for one
year and until the election and qualification of their successors. Directors
will be elected by a plurality of votes cast by shares entitled to vote at the
meeting. Abstentions and broker non-votes will have no effect on the outcome.
The accompanying proxy will be voted, if authority to do so is not withheld, for
the election as directors of the persons named below who have been designated by
the Board of Directors as nominees. Each nominee is at present available for
election and, with the exceptions of Michael D. Fisher, Gwen K. Manto and
Richard L. Sisisky, was elected to the Board by the Company's stockholders. If
any nominee should become unavailable, which is not now anticipated, the persons
voting the accompanying proxy may in their discretion vote for a substitute.
There are no family relationships between any directors or executive officers of
the Company. Information concerning the Board's nominees, based on data
furnished by them, is set forth below.

The Board of Directors of the Company recommends a vote "for" the election
of each of the following nominees. Proxies solicited by the Board will be so
voted unless stockholders specify in their proxies a contrary choice.

Year
First
Positions with the Company; Became
Principal Occupations During Director
Name Past Five Years; Other of the
Age Directorships Company(1)
- -------------------------------- ----------------------------------------------------- ---------------------

Jay Stein Chairman of the Board of the Company since 1989 1968
(57) and Chief Executive Officer of the Company from
1998 to September 2001; former director of
American Heritage Life Insurance Company based in
Jacksonville, Florida and Promus Hotel Corporation
based in Memphis, Tennessee

John H. Williams, Jr. Vice Chairman of the Board (since February 2003) 1984
(65) and director of the Company; Vice Chairman and
Chief Executive Officer of the Company from
September 2001 to February 2003; President of the
Company from 1990 to September 2001; director of
SunTrust Bank, North Florida, N.A. in
Jacksonville, Florida

Alvin R. Carpenter o~ Director of the Company; Vice Chairman of CSX 1996
(61) Corporation from July 1999 to February 2001;
President and Chief Executive Officer of CSX
Transportation, Inc. from 1992 to 1999; director
of Regency Centers Corporation and Florida Rock
Industries, Inc.

Linda McFarland Farthing +~ Director of the Company; President and director, 1999
(55) Friedman's, Inc. 1998; President and director,
Cato Corporation 1990-1997

Michael D. Fisher Director nominee of the Company; President and -
(55) Chief Executive Officer of the Company (since
February 2003); President and Chief Operating
Officer of the Company from September 2001 to
February 2003; Executive Vice President, Stores
of the Company from August 1993 to September 2001

Mitchell W. Legler Director of the Company; majority shareholder of 1991
(60) Kirschner & Legler, P.A. since April 2001; sole
shareholder of Mitchell W. Legler, P.A. from
August 1995 to April 2001; general counsel to the
Company since 1991

Gwen K. Manto Director nominee of the Company; Vice Chairman and -
(48) Chief Merchandising Officer of the Company (since
February 2003); Executive Vice President and Chief
Merchandising Officer of the Company from February
2000 to February 2003; President and CEO of Kids
Foot Locker, a division of Venator Corporation
from 1998 to 1999; Senior Vice President, General
Merchandise Manager for Kids "R" Us and Babies "R"
Us from 1996 to 1998

Michael D. Rose +~ Director of the Company; Private Investor; 1997
(61) Chairman of Gaylord Entertainment since 2001;
Chairman of Promus Hotel Corporation from 1995 to
December 1997; Chairman of Harrah's Entertainment,
Inc. from 1995 to January 1997; director of Darden
Restaurants, Inc., First Tennessee National
Corporation and Felcor Lodging Trust, Inc.

Richard L. Sisisky Director nominee of the Company; President of The -
(48) Sisisky Company, a management consulting company,
since 2003; President and Chief Operating Officer
and director of ParkerVision, Inc. from 1998 to
2003; Managing Director of The Shircliff Group,
Inc., a management consulting company, from 1988
to 1998

Martin E. Stein, Jr. o~ Director of the Company; Chairman and Chief 2001
(50) Executive Officer of Regency Centers Corporation,
a real estate investment trust, since 1997;
President and Chief Executive Officer of Regency
Centers Corporation from 1988 to 1997; director of
Patriot Transportation Holding, Inc. and Florida
Rock Industries, Inc.

J. Wayne Weaver ~ Director of the Company; Chairman and Chief 2001
(68) Executive Officer of LC Footwear, L.L.C. since
1995; Chairman, Chief Executive Officer and
majority owner of Jacksonville Jaguars since 1993;
Chairman of Shoe Carnival, Inc. since 1988

James H. Winston +o~ Director of the Company; Chairman of LPMC, a real 1991
(69) estate investment firm based in Jacksonville,
Florida, since 1979; President and Director of
Omega Insurance Company and Citadel Life & Health
Insurance Company since 1983; director of Patriot
Transportation Holding, Inc., Winston Hotels and
Scott-McRae Group, Inc.

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

+ Member of the Audit Committee

o Member of the Compensation Committee

~ Member of the Corporate Governance Committee

(1) Directors are elected for one-year terms

Executive Officers

The executive officers of the Company are:

Name (Age) Position
---------- --------

Jay Stein (57) Chairman of the Board

John H. Williams, Jr. (65) Vice Chairman of the Board

Michael D. Fisher (55) President and Chief Executive Officer

Gwen K. Manto (48) Vice Chairman and Chief Merchandising Officer

James G. Delfs (56) Senior Vice President, Finance and Chief Financial Officer

For additional information regarding Messrs. Stein, Williams, Fisher and
Ms. Manto, see the Directors' table on the preceding pages.

Mr. Delfs joined the Company in May 1995, as Senior Vice President, Finance
and Chief Financial Officer.

Board of Directors and Standing Committees

Regular meetings of the Board of Directors are held four times a year,
normally in the first month of each quarter. During 2002, the Board held a total
of four regular meetings. All directors attended at least 75% of all meetings of
the Board and Board committees on which they served during 2002.

The Board of Directors has established four standing committees: an
Executive Committee, an Audit Committee, a Compensation Committee and a
Corporate Governance Committee which are described below. Members of these
committees are elected annually at the regular Board meeting held in conjunction
with the annual stockholders' meeting.

Executive Committee. The Executive Committee is comprised of any two
directors who are independent directors under The Nasdaq Stock Market (R)
("Nasdaq") rules and any one additional director who is a member of management.
Subject to the limitations specified by the Florida Business Corporation Act,
the Executive Committee is authorized by the Company's bylaws to exercise all of
the powers of the Board of Directors when the Board of Directors is not in
session. The Executive Committee held no meetings during 2002.

Audit Committee. During 2002, the Audit Committee was comprised of Messrs.
Winston (Chairman), Rose and Ms. Farthing, each of whom is an independent
director under The Nasdaq Stock Market (R) ("Nasdaq") rules. During 2002, the
Audit Committee held five meetings. The Audit Committee, which operates under a
written charter adopted by the Board of Directors, is appointed by the Board to
assist the Board in monitoring (1) the integrity of the financial statements of
the Company, (2) the compliance by the Company with legal and regulatory
requirements and (3) the independence and performance of the Company's internal
and external auditors. During 2003, the Audit Committee will be comprised of Ms.
Farthing (Chairperson) and Messrs. Rose and Winston. The Company's Board of
Directors has determined that each of the Audit Committee members qualifies as
an Audit Committee Financial Expert pursuant to the final rule adopted by the
Securities and Exchange Commission in implementing Sections 406 and 407 of the
Sarbanes-Oxley Act of 2002.

Compensation Committee. The Compensation Committee is comprised of Messrs.
Carpenter (Chairman), Martin E. Stein, Jr. and Winston, each of whom is an
independent director under The Nasdaq Stock Market (R) ("Nasdaq") rules. During
2002, the Compensation Committee held four meetings. This Committee has the
responsibility for approving the compensation arrangements for senior management
of the Company, including annual bonus compensation. It also recommends to the
Board of Directors adoption of any compensation plans in which officers and
directors of the Company are eligible to participate. The Compensation Committee
also serves as the Option Committee and makes grants of stock options under the
Company's 2001 Omnibus Plan.

Corporate Governance Committee. The Corporate Governance Committee was
created by a resolution of the Company's board on March 24, 2003, a copy of
which is attached to this proxy. The Committee is comprised of Messrs. Rose
(Lead Director and Chairman), Carpenter, Martin E. Stein, Jr., Weaver, Winston
and Ms. Farthing, each of whom is an independent director under The Nasdaq Stock
Market (R) ("Nasdaq") rules. The Committee is responsible for the search and
selection of future directors of the Company. It also reviews, from time to
time, the roles of the other standing committees, determines committee
assignments and evaluates, on a periodic basis, the performance of the Board and
each of its committees as well as the relationship between the Board and the
Company's management. It is scheduled to meet at least two times per year. The
Committee is chaired by Mr. Rose who has been elected Lead Director. The Lead
Director, among other things, assists in setting agendas for meetings of the
board, acts as a moderator of

executive sessions made up solely of independent directors of the Company and
serves as a liaison to increase the flow of information between board members
and management of the Company.

The Corporate Governance Committee will consider nominees for directors
recommended by security holders. Any security holder wishing to make such a
recommendation to the Corporate Governance Committee should submit the
recommendation, in writing, with such supporting information as the security
holder believes appropriate to the committee in care of the Company's Lead
Director at the Company's headquarters in Jacksonville, Florida.

AUDIT COMMITTEE REPORT

The charter of the Audit Committee of the board of directors specifies that
the Committee is appointed by the Board to assist the Board in monitoring (1)
the integrity of the financial statements of the Company, (2) the compliance by
the Company with legal and regulatory requirements, and (3) the independence and
performance of the Company's internal and external auditors. The Audit Committee
is composed of three directors, each of whom is independent as defined by The
Nasdaq Stock Market (R) ("Nasdaq") listing standards.

Management is responsible for the Company's internal controls and financial
reporting process. The Audit Committee monitors management's preparation of
quarterly and annual financial reports in accordance with accounting principles
generally accepted in the USA and oversees the implementation and maintenance of
effective systems of internal and disclosure controls. The independent auditors
are responsible for performing an audit of the Company's consolidated financial
statements in accordance with auditing standards generally accepted in the USA
and issuing a report thereon. The Audit Committee supervises the relationship
between the Company and its independent auditors, including making decisions
about their appointment or removal, reviewing the scope of their audit services,
approving non-audit services and confirming their independence.

In connection with these responsibilities, the Audit Committee met with
management and the independent auditors five times during 2002 to review and
discuss the Company's annual and quarterly financial statements prior to their
issuance. These meetings also included executive sessions with the independent
auditors without the presence of management, and executive sessions without
others present with the Company's Chief Financial Officer, and separate meetings
with the Company's Vice President of Audit, Safety and Security. During 2002,
management advised the Audit Committee that each set of financial statements
reviewed had been prepared in accordance with accounting principles generally
accepted in the USA. The audit committee also discussed with the independent
auditors the matters required by Statement on Auditing Standards No. 61
(Communication with Audit Committees) including the quality of the Company's
accounting principles, the reasonableness of significant judgments and the
clarity of disclosures in the financial statements. The Audit Committee received
written disclosures from the independent auditors required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and discussed with the independent auditors their firm's independence.

While the Audit Committee has the responsibilities and powers set forth
above, it is not the duty of the Audit Committee to plan or conduct audits or to
determine that the Company's financial statements are complete and accurate and
are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor.

Based upon the Audit Committee's discussions with management and the
independent auditors and its review of their representations, the Audit
Committee recommended that the Board of Directors include the audited
consolidated financial statements in the Company's annual report on Form 10-K
for the year ended February 1, 2003, to be filed with the Securities and
Exchange Commission.

Linda McFarland Farthing, Chairperson
Michael D. Rose
James H. Winston

COMPENSATION COMMITTEE REPORT TO SHAREHOLDERS

Overall Review

In late 2002, the Compensation Committee (the "Committee") determined that
it was appropriate to undertake an overall review of the Company's compensation
strategies. Accordingly, the Committee retained Mercer Human Resource Consulting
to provide a general review of the Company's existing compensation programs and
recommendations as to change to such programs relating to (i) annual base
salaries paid by Stein Mart to its officers ("Base Compensation"); (ii)
long-term incentives such as the Company's stock option plans ("Long-Term
Incentive Compensation"); and (iii) the Company's annual bonus plans and
formulas (the "Annual Incentive Compensation"). The Committee expressed to
Mercer the Committee's philosophy that the Company's Base Compensation should be
conservative compared to the Company's peer group, and that the overall Company
compensation plans should reward performance within the Company and seek to
align the interests of the Company's officers with those of the Company's
shareholders.

As a result of interviews conducted by Mercer with the Company's management
and multiple meetings with the Committee, the Committee adopted a compensation
strategy calling for conservative Base Compensation coupled with
market-competitive, performance-based annual and long-term incentive
opportunities, which seek the use of the compensation program to encourage
business success through meeting or exceeding earnings per share goals and
attaining a long-term superior shareholder return, combined with the need to
attract, retain and motivate key talent to support the Company's success. The
Committee adopted a general target for its senior officers of establishing Base
Compensation at the mid-range of a percentile slightly below the 50% percentile
of the Company's peer group. In those circumstances where the Company's
officer's salaries were below that targeted percentile, the Committee determined
that the salaries would be adjusted to more closely align with that percentile
over an approximately three-year period.

Performance Based on Agreed Annual Plan

The Committee decided that the best method of aligning the interest of
management with those of our shareholders was to base all incentive compensation
on performance as a direct function of the Company's actual earning per share
("EPS") performance compared with the EPS budget and plan adopted by the
Company's Board of Directors for the year in question (the "Agreed Annual
Plan"). The Compensation Committee would annually set three target levels as a
function of the Agreed Annual Plan: (i) the minimum threshold (the "Threshold")
as a percent of the Agreed Annual Plan which would set an EPS level which the
Committee believed the Company would have an 80% probability of achieving; (ii)
the EPS level which the Committee believed the Company would have a 60%
probability of achieving (the "Goal"); and (iii) the EPS level which the
Committee believed the Company had only a 20% probability of achieving
("Superior"). Incentive compensation would then be based on which, if any, of
the three levels were actually achieved.

Annual Incentive Compensation

The Committee also believes that Annual Incentive Compensation (bonuses)
paid to the Company's officers should create a potential bonus for each officer
equal to a pre-established percentage of the officer's Base Compensation. For
example, at the director level, Annual Incentive Compensation would be 5% of
Base Compensation if the Threshold level of performance was achieved, 10% if the
Goal level was achieved, and 20% if the Superior level was achieved. At the
Chief Executive Level, Annual Incentive Compensation would be 35% of

Base Compensation if the Threshold level of performance was achieved, 70% if the
Goal level was achieved, and 140% if the Superior level was achieved.

The Annual Incentive Compensation mix would then be based on performance in
three areas: (i) the Company's performance overall compared to the Agreed Annual
Plan, (ii) the performance compared to plan of the individual business unit in
which the employee in question was employed, and (iii) individual performance
criteria established annually in advance for each employee subject to such
analysis. The weight given to each area depends on the employee's position. For
example, the CEO's Annual Incentive Compensation is based solely on the
Company's overall performance. At other positions, the Company's overall
performance counts for a low of 50% to a high of 83% of the total possible
Annual Incentive Compensation. Except in the case of the CEO, individual
performance goals count for a low of 17% and a high of 50% of the total possible
Annual Incentive Compensation.

Long-Term Compensation

The Committee determined that Long-Term Incentive Compensation should be
made available to the Company's officers through a combination of stock options
and restricted stock grants. Generally, 2/3 of that compensation would be paid
in stock options and 1/3 in restricted stock grants. The actual award pool each
year would be a direct function of the Company's performance compared with the
Agreed Annual Plan. Long-term incentive grants would be made annually only if
the Company achieved the minimum Threshold level of EPS compared to the Agreed
Annual Plan. The incentive grants would be limited to not more than 2.2% of the
Company's outstanding shares per year. The option component of the Long-Term
Compensation would vest at the end of five years with 1/3 vesting in each of the
third, fourth and fifth years. The restricted stock grants would vest at the end
of seven years, except that the vesting would accelerate to the end of the third
year after each grant if the Company achieved its EPS Target level in the third
year, which had been established at the time of the grant. The Committee
determined that the combination of annual grants and long term vesting would
balance the focus of management on both short term (one year) EPS goals and
longer term (three years) EPS goals and be most likely to create the maximum
increase in shareholder value. Moreover, the Committee determined that annual
grants would be more successful in tying officers' incentives to shareholder
interests by creating a "price-averaging" strategy into the incentive grants to
officers.

Current Executive Officer Compensation

In General. The Committee noted that while it intended to put into effect
the compensation philosophy described above for the Company's now-current fiscal
year (ending January 31, 2004) and future years, that compensation of the
Company's executive officers with respect to the Company fiscal year which has
just ended (February 1, 2003), was based upon the incentive compensation
programs in effect last year, which were primarily formula-driven and based upon
the Company's overall earnings per share performance for the fiscal year just
ended compared with the Company's performance for the prior year. While the new
incentive program, which ties both Long-Term Compensation and Annual Incentive
Compensation to performance based on the Company's Agreed Annual Plan as
described above, will be effective going forward, the incentive compensation
reported below with respect to last year was based on the prior philosophy of
comparing results year to year.

Specific Officers. Even though the Committee and the Company were
disappointed in the Company's results for the year just-ended which provided
earnings of $0.50 per share, those earnings nevertheless constituted a 35%
improvement over the earnings per share for the year ended February 2, 2002,
which included the difficult retail store months following the September 11,
2001 terrorist attacks. As a result, the Committee approved the following
compensation for

the Company's executive officers:

1) Jay Stein, the Company's Chairman, had agreed to reduce his annual Base
Compensation from $600,000 to $300,000 during 2001 to reflect his reduced
duties. The Committee determined that his compensation should remain at the
$300,000 level without increase and that no bonus would be paid to Jay Stein.

2) John H. Williams, Jr. the Company's Chief Executive Officer during the
year just ended, relinquished that roll effective January 31, 2003 assuming the
role of Vice-Chairman of the Board. As a result, his compensation at the annual
rate of $600,000 per year, which was effective for the last fiscal year, was
reduced to $300,000 for the current fiscal year. The quantitative portion of the
bonus formula, which was in effect for the year just ended, produced a bonus of
$360,000 for Mr. Williams. The Committee determined that no portion of the
possible discretionary bonus should be granted.

3) Michael D. Fisher, who was the Company's President during the year just
ended and who has assumed the role of Chief Executive Officer beginning with the
current fiscal year, was awarded an increase in his Base Compensation of
$35,000, giving rise to a total salary of $560,000 for the current year. In
addition, the quantitative portion of the bonus formula for the prior fiscal
year produced a bonus of $315,000. The Committee determined that no portion of
the possible discretionary bonus should be granted.

Other officers received lesser, primarily quantitatively determined or
discretionary, bonus amounts for the fiscal year. They also were eligible for
base salary increases consistent with the compensation philosophy described
above to establish target salaries at the mid-range of a percentile slightly
below the 50% percentile of the Company's peer group.

Long-Term Incentive Compensation. No stock options, restricted shares or
other forms of long-term incentive compensation were awarded to the executive
officers by the Committee with respect to the fiscal year just ended. Beginning
with the current fiscal year, the new Long-Term Incentive Compensation plan
described in the first section of this report will be applied.

CEO Compensation

The Compensation Committee's policies with respect to the compensation of
the Company's Chief Executive Officer, Michael D. Fisher, were the same as the
policies applied with respect to the Company's other executive officers. In
applying the compensation philosophy described above, and as indicated above,
the Chief Executive Officer will be entitled to receive Annual Incentive
Compensation of 35% of his Base Compensation if the Company achieves its minimum
Threshold, of 70% of his Base Compensation if the Company achieves its Agreed
Annual Plan, and of 140% of his Base Compensation if the Company achieves
superior performance as a function of its Agreed Annual Plan.

In addition, the Company's Chief Executive Officer will be entitled to
Long-Term Incentive Compensation awards in the form of stock options (2/3) and
restricted share grants (1/3), with a value at the time of grant equal to that
percentage of the total available options and restricted shares as the CEO's
target Long-Term Incentive Compensation bears to the target Long-Term Incentive
Compensation of all eligible employees. For example, it is expected that the CEO
would receive approximately 26% of the total annual pool. Thus, if the Company
achieved its Threshold, the Long-Term Incentive Compensation pool would be
559,400 options and 279,720 restricted shares and the CEO would receive 145,444
options and 72,727 restricted shares, all subject to vesting requirements.

Certain Tax Matters

Section 162(m) of the Internal Revenue Code, enacted in 1993, precludes a
public corporation from deducting compensation of more than $1 million each, for
its chief executive officer or for any of its four other highest paid officers.
Certain performance-based compensation is exempt from this limitation. It is
possible that if the higher levels of the annual incentive compensation and the
long-term incentive compensation outlined above are reached, a portion of such
amounts might not be deductible.

STEIN MART, INC.
COMPENSATION COMMITTEE

Alvin R. Carpenter, Chairman
Martin E. Stein, Jr.
James H. Winston

EXECUTIVE COMPENSATION

The following table summarizes the compensation paid or accrued by the
Company for services rendered during the years indicated to each of the
Company's executive officers whose total salary and bonus exceeded $100,000
during the year ended February 1, 2003. On November 19, 2001, the Company
announced it would change its fiscal year to a 52-53 week year ending the
Saturday closest to January 31. Previously, the Company's fiscal year ended on
the Saturday closest to December 31. The information provided for 2002 and 2001
is for the new fiscal year. For comparison purposes, the information provided
for the 2000 year represents re-stated numbers for the 52 weeks ended February
3, 2001. The Company did not grant any restricted stock awards or stock
appreciation rights or make any long-term incentive plan payouts during the
years indicated.

SUMMARY COMPENSATION TABLE

Long-Term
Annual Compensation Compensation
--------------------------------------------------- ----------------
Name & Other
Principal Annual Number of All Other
Position Year Salary(1) Bonus Compensation Options Compensation(2)
- ----------------------- ------ ------------- ------------- ---------------- ---------------- -------------------

Jay Stein 2002 $300,000 $ 0 $88,163(3) - $ 9,931
Chairman of 2001 475,000 0 95,601(3) - 7,471
the Board 2000 550,000 550,000 66,716(3) - 7,062

John H. Williams, Jr. 2002 $600,000 $360,000 (4) - $14,077
Vice Chairman of 2001 585,417 0 (4) 100,000 10,080
the Board 2000 525,000 525,000 (4) - 8,691

Michael D. Fisher 2002 $525,000 $315,000 (4) 200,000 $69,721
President and Chief 2001 405,000 60,000 (4) 215,000 68,482
Executive Officer 2000 300,000 204,750 (4) - 38,568

Gwen K. Manto(5) 2002 $500,000 $170,000 (4) 100,000 $65,013
Vice Chairman and 2001 475,000 50,000 (4) 160,000 72,146
Chief Merchandising 2000 440,000 331,500(6) $54,519(7) 250,000 43,021
Officer

James G. Delfs 2002 $230,000 $ 60,000 (4) - $34,581
Senior Vice President, 2001 220,000 30,000 (4) 10,000 36,726
Finance and Chief 2000 200,000 80,000 (4) - 31,593
Financial Officer
- --------------------------

(1) Includes amounts deferred under the 401(k) features of the Company's Profit
Sharing plan and under the Executive Deferral plan.

(2) The amounts shown for 2002 include a matching contribution of $4,500 for
Mr. Stein, $5,000 for Mr. Williams, $4,242 for Mr. Fisher, $4,438 for Ms.
Manto and $4,200 for Mr. Delfs to the 401(k) portion of the Profit Sharing
Plan, annual contributions to the Profit Sharing plan of $1,757 for
Messers. Stein, Williams, Fisher, Delfs and Ms. Manto as well as matching
contributions of $60,583 for Mr. Fisher, $56,976 for Ms. Manto and $26,917
for Mr. Delfs to the Company's Executive Deferral Plan. Also, included for
2002 is imputed income on the Executive Split Dollar plan of $3,674 for Mr.
Stein, $7,320 for Mr. Williams, $3,139 for Mr. Fisher, $1,842 for Ms. Manto
and $1,707 for Mr. Delfs. The amounts shown for 2001 include a matching
contribution of $3,400 made by the Company to the 401(k) portion of the
Profit Sharing plan for Messers. Stein, Williams, Fisher, Delfs and Ms.
Manto, additional contributions to the Profit Sharing plan of $1,451 for
Mr. Stein, $1,465 for Mr. Williams and $1,757 for Messers. Fisher, Delfs
and Ms. Manto as well as matching contributions of $61,058 for Mr. Fisher,
$65,650 for Ms. Manto and $30,000 for Mr. Delfs to the Company's Executive
Deferral Plan. Also, included for 2001 is imputed income on the Executive
Split Dollar plan of $2,620 for Mr. Stein,

$5,215 for Mr. Williams, $2,267 for Mr. Fisher, $1,339 for Ms. Manto and
$1,569 for Mr. Delfs. The amounts shown for 2000 include a matching
contribution of $3,400 made by the Company to the 401(k) portion of the
Profit Sharing plan for Messers. Stein, Williams, Fisher and Delfs,
additional contributions to the Profit Sharing plan of $2,018 for Messers.
Stein, Williams, Fisher and $1,910 for Mr. Delfs as well as matching
contributions of $31,719 for Mr. Fisher, $42,167 for Ms. Manto and $25,000
for Mr. Delfs to the Company's Executive Deferral plan. Also, included for
2000 is imputed income on the Executive Split Dollar plan of $1,644 for Mr.
Stein, $3,273 for Mr. Williams, $1,431 for Mr. Fisher, $854 for Ms. Manto
and $1,283 for Mr. Delfs.

(3) The amount shown for 2002 includes $55,030 medical benefits not provided to
non-executive employees, $6,194 personal use of company automobile, $20,017
personal use of company airplane and $6,922 miscellaneous. The amount shown
for 2001 includes $47,403 medical benefits not provided to non-executive
employees, $4,745 personal use of company automobile, $36,773 personal use
of company airplane and $6,680 miscellaneous. The amounts shown for 2000
includes $11,625 medical benefits not provided to non-executive employees,
$10,732 personal use of company automobile, $38,070 personal use of company
airplane and $6,289 miscellaneous.

(4) Excludes certain personal benefits, the total value of which was the lesser
of $50,000 or ten percent of the total annual compensation and bonus for
each of the named executives.

(5) Ms. Manto joined the Company February 1, 2000, as Executive Vice President
and Chief Merchandising Officer.

(6) Includes a $150,000 signing bonus and a performance bonus for 2000 of
$181,500.

(7) The amount shown for 2000 includes $12,600 automobile allowance, $38,542
moving expense reimbursement and $3,377 miscellaneous.

Option Grants in Last Fiscal Year
Individual Grants (1)
---------------------

Percentage of
Total Options
Number Granted to
of Options Employees in Exercise Expiration Grant Date
Name Granted 2002 (2) Price Date Value (3)
- ----------------------- ------------- ---------------- ------------- ---------------- -------------

Not Not Not
Jay Stein 0 0.0% Applicable Applicable Applicable
Not Not Not
John H. Williams, Jr. 0 0.0% Applicable Applicable Applicable

Michael D. Fisher 200,000 38.9% $11.10 April 8, 2012 $1,092,000

Gwen K. Manto 100,000 19.5% $11.10 April 8, 2012 $ 546,000
Not Not Not
James G. Delfs 0 0.0% Applicable Applicable Applicable
- -----------------------

(1) Approximately one-third of the options become exercisable on each of the
third, fourth and fifth anniversary dates of grant. Shares acquired upon
exercise of options may be delivered in payment of the exercise price of
additional options.

(2) A total of 514,000 options were granted to key employees in 2002 under the
Company's stock option plan, the purpose of which is to provide an
incentive to key employees who are in a position to make significant
contributions to the company.

(3) Represents the present value at the date of grant using a variation of the
Black-Scholes option pricing model assuming a dividend yield of 0.0%, a
five year expected life, expected volatility of 51.9% and a risk-free
interest rate of 3.8%.

The following table sets forth information concerning stock options
exercised by the named executives during the year ended February 1, 2003 and the
number and value of unexercised options as of February 1, 2003 held by the named
executives in the Summary Compensation Table above.

Option Exercises and Year-End Values Table

Value of Unexercised
Shares Number of Unexercised In-the-Money
Acquired Options at February 1, 2003 Options at February 1, 2003
On Value (#) ($)(2)
Exercise Realized ------------------------------- -------------------------------
Name (#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------- ---------- ------------- --------------- --------------- --------------- ---------------

Jay Stein,
Chairman of Not Not Not
the Board 0 Applicable None None Applicable Applicable

John H. Williams, Jr.
Vice Chairman of
the Board 132,500 $834,378 600,000 100,000 $ - $ -

Michael D. Fisher,
President and Chief Not
Executive Officer 0 Applicable 300,000 415,000 $ - $ -

Gwen K. Manto,
Vice Chairman and
Chief Merchandising Not
Officer 0 Applicable None 510,000 $ - $ -

James G. Delfs,
Senior Vice President,
Finance and Chief Not
Financial Officer 0 Applicable 150,000 10,000 $ - $ -
- -----------------------

(1) Value realized is calculated based on the difference between the option
exercise price and the market price of the Company's Common Stock on the
date of exercise multiplied by the number of shares to which the exercise
relates.

(2) Value of unexercised in-the-money options is calculated based on the
difference between the option exercise price and the closing price of the
Company's Common Stock at January 31, 2003, multiplied by the number of
shares underlying the options. The closing price on January 31, 2003 of the
Company's Common Stock as reported on The Nasdaq Stock Market(R) was $5.43.

Compensation of Directors. The outside directors receive director's fees of
$18,000 per year, plus $2,000 for each meeting of the Board and $1,500 for any
committee thereof which they attend in person or $750 per committee meeting
attended by telephone conference. Chairpersons of the standing committees of the
Board of Directors receive a retainer of $1,000 per quarter in addition to the
normal Board of Director's fees. The Company's Lead Director receives an
additional $20,000 per year of compensation in recognition of the additional
duties associated with that position. Outside directors are reimbursed for
out-of-pocket expenses incurred in connection with attending meetings. Pursuant
to the Company's director stock option plan, upon becoming a director, each
outside director receives non-qualified options to purchase 4,000 shares of
common stock of the Company. Approximately one-third of the options become
exercisable on each of the third, fourth and fifth anniversary dates of grant at
an exercise price equal to the fair market value of the common stock on the date
of grant.

Certain Transactions; Compensation Committee Interlocks and Insider
Participation

The Audit Committee of the Board of Directors is responsible for evaluating
the appropriateness of all related-party transactions.

Set forth below are various transactions involving the Company and members
of the Board of Directors or their related parties. The Audit Committee of the
Board of Directors does not believe that the relationships and transactions
described below regarding members of the Board of Directors adversely affect the
performance by the members of their duties.

Mr. Mitchell W. Legler. Mr. Legler is the majority shareholder of Kirschner
& Legler, P.A., general counsel to the Company since April 2001. From August
1995 to April 2001, Mr. Legler was the sole shareholder of the law firm of
Mitchell W. Legler, P.A., which served as general counsel to the Company. Legal
fees received by Kirschner & Legler, P.A. for fiscal year 2002 were $83,000.

Mr. Martin E. Stein, Jr. Mr. Stein is Chairman and Chief Executive Officer
of Regency Centers Corporation, a real estate investment trust, through which
the Company leases six locations owned by Regency Centers Corporation for
approximately $1.3 million in base rent annually. The Board of Directors
believes that rents paid for leased space are competitive with amounts that
would be paid to a third party to lease similar space.

COMPARATIVE STOCK PERFORMANCE

The following graph compares the cumulative total stockholder return on the
Company's common stock with the cumulative total return on The Nasdaq Stock
Market(R) and The Nasdaq Stock Market(R) Retail Trades Stock Index for the last
five years ended February 1, 2003. The comparison assumes $100 was invested at
the beginning of the five year period in Stein Mart, Inc. stock and in each of
the indices shown and assumes reinvestment of any dividends.

Comparison of Cumulative Total Return Among
Stein Mart, Inc., The Nasdaq Stock Market(R)(U.S.) Index
and The Nasdaq Stock Market(R) Retail Trades Stock Index

Nasdaq Nasdaq
Stein Mart, Inc. (U.S.) Retail
Value Value Value
Date To Plot To Plot To Plot
- ------------ ----------------- ----------------- -----------------
01/31/98 100.0 100.0 100.0
01/30/99 57.1 156.5 122.0
01/29/00 38.2 241.0 97.8
02/03/01 96.3 164.0 75.2
02/02/02 71.1 118.7 89.6
02/01/03 43.1 82.8 72.9

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

According to the timetable specified in the Audit Committee Charter, the
independent certified public accountants for the Company for the upcoming fiscal
year ending January 31, 2004 have not been selected. However, at this time, the
Company has no reason to believe that PricewaterhouseCoopers LLP will not
continue in that capacity for the fiscal year ending January 31, 2004. That firm
has served as the auditor for the Company since 1983.

Representatives of PricewaterhouseCoopers LLP are expected to be present at
the annual meeting of stockholders and will be accorded the opportunity to make
a statement, if they so desire, and to respond to appropriate questions.

The following provides information relating to the fees billed to the
Company by PricewaterhouseCoopers LLP for the fiscal year ended February 1,
2003.

Audit Fees. The aggregate fees for professional services rendered by
PricewaterhouseCoopers LLP in connection with its audit of Stein Mart, Inc.'s
consolidated financial statements as of and for the year ended February 1, 2003
and review of Stein Mart, Inc.'s unaudited consolidated quarterly financial
statements and related data for each of the first three quarters for the year
ended February 1, 2003 are $135,000.

Financial Information Systems Design and Implementation Fees. The Company
did not engage PricewaterhouseCoopers LLP to provide services to the Company
regarding financial information systems design and implementation during the
fiscal year ended February 1, 2003.

All Other Fees. Fees billed for all other services by
PricewaterhouseCoopers LLP during the fiscal year ended February 1, 2003 were
$144,104. These fees were for benefit plan audits and tax-related services.

The Audit Committee discussed the non-audit services with
PricewaterhouseCoopers LLP and determined that their provision would not impair
that firm's independence.

OTHER MATTERS

The Board of Directors does not know of any other matters to come before
the meeting; however, if any other matters properly come before the meeting it
is the intention of the persons designated as proxies to vote in accordance with
their best judgment on such matters. If any other matter should come before the
meeting, action on such matter will be approved if the number of votes cast in
favor of the matter exceeds the number opposed.

STOCKHOLDER PROPOSALS

Regulations of the Securities and Exchange Commission require proxy
statements to disclose the date by which stockholder proposals must be received
by the Company in order to be included in the Company's proxy materials for the
next annual meeting. In accordance with these regulations, stockholders are
hereby notified that if they wish a proposal to be included in the Company's
proxy statement and form of proxy relating to the 2004 annual meeting, a written
copy of their proposal must be received at the principal executive offices of
the Company no later than January 5, 2004. To ensure prompt receipt by the
Company, proposals should be sent certified mail return receipt requested.
Proposals must comply with the proxy rules relating to stockholder proposals in
order to be included in the Company's proxy materials.

If any shareholder proposals are submitted to the Company but are not
requested to be included in the Company proxy materials for the 2004 annual
meeting, the persons named in proxies solicited by the Board of Directors for
the 2004 annual meeting may exercise discretionary voting power with respect to
any such proposal that the Company receives after March 21, 2004.

ANNUAL REPORT

A copy of the Company's Annual Report for the year ended February 1, 2003
accompanies this proxy statement. Additional copies may be obtained by writing
to Ms. Susan Datz Edelman, the Company's Director of Stockholder Relations, at
1200 Riverplace Boulevard, Jacksonville, Florida 32207.

EXPENSES OF SOLICITATION

The cost of soliciting proxies will be borne by the Company. The Company
does not expect to pay any compensation for the solicitation of proxies but may
reimburse brokers and other persons holding stock in their names, or in the
names of nominees, for their expenses for sending proxy material to principals
and obtaining their proxies.

Dated: May 5, 2003

STOCKHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, POSTAGE FOR WHICH HAS BEEN PROVIDED.
YOUR PROMPT RESPONSE WILL BE APPRECIATED.

RESOLUTION OF THE BOARD OF DIRECTORS
OF STEIN MART, INC.

CORPORATE GOVERNANCE

March 24, 2003

RESOLVED, that the following principles relating to the governance of Stein
Mart, Inc. (the "Company") are hereby adopted by the Company's Board of
Directors:

1. General Management. The Company's business is conducted under the direction
of the Company's Chief Executive Officer (the "CEO"), implemented by the
Company's officers, managers and employees with the oversight of the
Company's Board of Directors (the "Board") and guidance from the Chairman
and Vice-Chairman of the Company's Board. The Company's goal is to enhance
the long-term value of the Company for the benefit of its shareholders.

2 Board of Directors. The Board of Directors is elected by the shareholders
to oversee the Company's management and to assure that the long-term
interests of the shareholders are being served by the Company. The Board of
Directors has four regularly-scheduled meetings each year, at which it
reviews and discusses the Company's performance, its plan and prospects,
reviews reports by the Company's management and considers immediate issues
facing the Company as well as the Company's long-term plans. The Board also
operates through its standing committees: (i) the Audit Committee; (ii) the
Compensation Committee; and (iii) the Corporate Governance Committee.

3. Lead Director. The Board designates one of its members as "Lead Director,"
who chairs the Corporate Governance Committee, participates in setting the
full Board's meeting agendas, recommends changes to the Board's committee
structure and facilitates communications between members of the Board and
the Company's management.

4. Individual Directors. The Company seeks to obtain directors who possess the
highest personal and professional ethics, integrity and value and who are
committed to representing the long-term interests of the shareholders. The
Company seeks a broad representation with diverse experience among its
directors at policy-making levels of various businesses which are relevant
to the Company's activities. The Company seeks directors who have
demonstrated exceptional ability and judgment and who would be most
effective in collectively serving the long-term interests of the Company's
shareholders.

5. Independent Directors. A majority of the Company's directors will be
independent directors as defined by the rules of the National Association
of Securities Dealers Automated Quotation system ("Nasdaq"). The Board has
determined that as of March, 2003, six of the Company's nine directors are
independent.

6. Audit Committee. The Audit Committee is made up of three members of the
Board, all of whom are independent directors. The Audit Committee is
responsible, among other things, for reviewing the Company's financial
statements, overseeing the Company's relationship with its independent
auditors, overseeing the Company's disclosures and approving related-party
transactions. The Audit Committee meets at least seven times each year. The
Audit Committee Charter attached to these Resolutions as Exhibit A is
hereby adopted to be effective immediately.

7. Compensation Committee. The Compensation Committee is made up of at least
three directors, all of whom are independent directors. The Compensation
Committee approves the compensation for both the Company's executive
officers and for the Board of Directors, as well as analyzes and approves
the Company's annual incentive programs, long-term incentive programs and
annual merit pools for all Company officers. The Compensation Committee
also determines appropriate awards of stock options, restricted shares and
other incentives under the Company's incentive plans in effect from time to
time. The Compensation Committee meets at least four times per year. The
Compensation Committee Charter attached to these Resolutions as Exhibit B
is hereby adopted to be effective immediately.

8. Corporate Governance Committee. The Corporate Governance Committee is made
up of all directors of the Company who qualify as independent directors.
The Corporate Governance Committee meets in executive session, without any
company employees present, at least two times per year. This Committee is
chaired by the Lead Director and is responsible for the search and
selection of future directors of the Company. The Corporate Governance
Committee also reviews, from time to time, the roles of the other standing
committees, determines committee assignments and evaluates, on a periodic
basis, the performance of the Board and each of its committees as well as
the relationship between the Board and the Company's management. The
Corporate Governance Committee Charter attached to these Resolutions as
Exhibit C is hereby adopted to be effective immediately.

EXHIBIT A
---------

STEIN MART, INC.
AUDIT COMMITTEE CHARTER

Amended March 24, 2003

Purpose. The Audit Committee of the Board of Directors (the "Board") of
Stein Mart, Inc. (the "Audit Committee") is appointed by the Board to assist the
Board in monitoring (1) the integrity of the financial statements of the
Company, (2) the compliance by the Company with legal and regulatory
requirements and (3) the independence and performance of the Company's internal
and external auditors.

I. Members

There shall be not less than three members of the Audit Committee, one of
whom shall be elected by the Board to serve as Chairperson of the Audit
Committee (the "Committee Chairperson"), and each of whom shall meet the
independence and experience requirements of The Nasdaq Stock Market(R)
("Nasdaq"). Thus, the members of the Audit Committee shall meet the following
criteria:

A. Each shall be a person other than an officer or employee of the
Company or its subsidiaries or any other individual having a
relationship, which, in the opinion of the Board, would interfere with
the exercise of independent judgment in carrying out the
responsibilities of a director. The following persons shall not be
considered independent:

1. a director who is employed by the Company or any of its
affiliates for the current year or any of the past three years;
2. a director who was a partner or employee of the Company's outside
auditors who worked on the Company's audit engagement for the
current year or any of the past three years;
3. a director who accepts or who has an "Immediate Family Member"
(as defined below) who accepts any compensation or payments from
the Company or any of its affiliates in excess of $60,000 during
the current or any of the past three years, other than
compensation for board service, benefits under a tax-qualified
retirement plan, or non-discretionary compensation;
4. a director who is an Immediate Family Member of an individual who
is, or has been in any of the past three years, employed by the
Company or any of its affiliates as an executive officer;
5. a director who is a partner in, or a controlling shareholder or
an executive officer of, any for-profit business organization to
which the corporation made, or from which the corporation
received, payments (other than those arising solely from
investments in the corporation's securities) that exceed 5% of
the Company's or such business organization's consolidated gross
revenues for that year, or $200,000, whichever is more, in the
current or any of the past three years;
6. a director who is employed as an executive of another entity
where any of the Company's executives serve on that entity's
compensation committee.

"Immediate Family Member" includes, but is not limited to, a
person's spouse, parents, children, siblings, mother-in-law,
father-in-law, brother-in-law, sister-in-law, son-in-law,
daughter-in-law and anyone who resides in such person's home.

B. Each member shall be able to read and understand fundamental financial
statements, including a balance sheet, income statement and cash flow
statement. At least one member shall qualify as an "Audit Committee
Financial Expert" under Securities &

Exchange Commission ("SEC") regulations. In determining whether a
member is such a financial expert, the Board of Directors will
determine:

1. Whether one member of the Audit Committee has the following
attributes:

a. an understanding of generally accepted accounting principles
and financial statements;
b. the ability to assess the general application of such
principles in connection with the accounting for estimates,
accruals and reserves;
c. experience preparing, auditing, analyzing or evaluating
financial statements that present a breadth and level of
complexity of accounting issues that are generally
comparable to the breadth and complexity of issues that can
reasonably be expected to be raised by the registrant's
financial statements, or experience actively supervising one
or more persons engaged in such activities;
d. an understanding of internal controls and procedures for
financial reporting; and
e. an understanding of audit committee functions; and

2. Whether that person acquired such attributes through any one or
more of the following:

a. education and experience as a principal financial officer,
principal accounting officer, controller, public accountant
or auditor or experience in one or more positions that
involve the performance of similar functions;
b. experience actively supervising a principal financial
officer, principal accounting officer, controller, public
accountant, auditor or person performing similar functions;
c. experience overseeing or assessing the performance of
companies or public accountants with respect to the
preparation, auditing or evaluation of financial statements;
or
d. other relevant experience.

C. Each member of the Audit Committee shall also be "independent," as
defined in Section 301 of the Sarbanes-Oxley Act (the "Sarbanes Act").
Thus, each member may not, other than in his or her capacity as a
member of the Board of Directors, the Audit Committee or any other
board committee:

1. accept, directly or indirectly, any consulting, advisory, or
other compensatory fee from the Company; or
2. be an affiliated person of the Company or any subsidiary.

II. Appointment; Authority; Complaints

A. Appointment. The Board shall appoint members of the Audit Committee.

B. Professional Advisors. The Audit Committee shall have the authority,
and is hereby authorized to incur costs, to retain special legal,
accounting or other consultants to advise the Committee and/or to
assist with any investigations, which the Audit Committee may wish to
undertake. The Audit Committee may request any officer or employee of
the Company or the Company's outside counsel or independent auditor to
attend a meeting of the Committee or to meet with any members of, or
consultants to, the Committee.

C. Outside Auditors. The Audit Committee shall have direct responsibility
for appointment, compensation and oversight of the Company's outside
auditors, including

resolving disagreements between management and the auditors regarding
financial reporting. The outside auditors shall report directly to the
Audit Committee. The Audit Committee shall pre-approve (i) all audit
services, and (ii) all non-audit services provided by the outside
auditor that are permitted by Section 201 of the Sarbanes Act, except
if:

1. in the case of permissible non-audit services, such services
qualify as de minimus under Section 202 of the Sarbanes Act and
the Company did not recognize that such services were non-audit
services at the time of the engagement;
2. the Audit Committee, or one or more of its designated members,
approves the permissible non-audit services before completion of
the audit; and
3. when one or more designated members approve such services, such
approval is presented to the Audit Committee at its next
scheduled meeting.

The Audit Committee shall be responsible for receiving from the
outside auditors, and where the Audit Committee determines it
necessary or desirable, to question the outside auditors and
management about, all reports required to be made by the auditors to
the Audit Committee under Section 205 of the Sarbanes Act.

D. Complaints

1. Contacts. The Audit Committee shall appoint an independent person
(who may be an attorney who is not otherwise engaged by the
Company and who is called the "Independent Contact") to receive
calls from persons who wish to make a complaint or express
concern about the accounting procedures, internal controls,
auditing matters and/or reporting methods of the Company (an
"Accounting Complaint") and to facilitate Accounting Complaints
by those wishing to maintain an anonymous status.

2. Retention. The Independent Contact and any Audit Committee Member
who receives a Complaint shall cause a report of such Complaint
(the "Complaint Report") to be made to the Committee Chairman who
shall maintain a confidential file of all Complaint Reports that
are made in writing and such written Complaint Reports shall be
preserved for 10 years following the receipt of such Complaint.

3. Action on Complaint. The Committee Chairperson shall review each
Complaint Report to make a preliminary determination as to the
probable validity of such Complaint and the Committee Chairperson
is authorized to undertake such investigation as the Committee
Chairperson believes warranted under the circumstances.

E. Disclosure Committee

1. Responsibility. The Company shall have a committee (the
"Disclosure Committee") which is responsible for reviewing
internal controls relating to financial reporting and for making
certain that the appropriate questions are asked of various
members of the financial department and of operations and that
appropriate certificates are obtained from various individuals
within those areas of responsibility in the Company to provide
assurance to the Company and to the Company's Chief Financial
Officer and Chief Executive Officer in connection with those
parties' certification of the periodic reports of the Company's
activities.

2. Committee Members. The Disclosure Committee shall be made up of
persons holding the offices of the Company's Vice President,
Controller, the Company's Director of Financial Reporting, the
Company's Vice President of Internal Audit, Safety and Security,
the Company's Senior Vice President, Director of Stores, the

Company's Vice President of Planning and Allocation and the
Company's Vice President of Information Systems.

3. Report to Audit Committee. At least annually, the Disclosure
Committee shall report to the Audit Committee on its activities
and the results of its oversight of disclosure matters.

F. Related-party Transactions. The Audit Committee shall review and
approve all "related-party transactions". A transaction is a
"related-party transaction" if it is a financial or contractual
transaction between the Company and any Director or executive officer.

III. Committee Meetings

The Audit Committee will hold meetings at such times and at such places as
it shall deem necessary but shall hold at least the following meetings: (a) a
March/April meeting (the "Year-End Review Meeting") prior to the release of the
Company's audited financial statements for the prior year, (b) a mid-year
meeting (the "Mid-Year Meeting") to generally coincide with the annual meeting
of the Company's shareholders, (c) an October/November meeting (the "Fall
Meeting") to generally coincide with the fall meeting of the Company's Board of
Directors, and (d) meetings to approve each release of the Company's quarterly
financial numbers.

IV. Specific Responsibilities

The Audit Committee shall make regular reports to the Board. The Audit
Committee shall undertake the following tasks generally at the times indicated:

A. Quarterly

1. Review with management and the independent auditor, the Company's
quarterly financial statements prior to filing of SEC Form 10-Q.
Determine through questioning management and the independent
auditor that the reports reflect:

a. all material, correcting adjustments identified by the
Company's independent auditor;
b. any off-balance sheet transactions;
c. all SEC requirements regarding any disclosure of pro-forma
information;
d. management's assessment of disclosure controls and
procedures and internal controls;
e. in plain English, the material changes in financial
condition or results of operations.

2. Ascertain through questioning management and the independent
auditor that:

a. all audit documents and E-mails are preserved for the period
of time required by current rules of the SEC;
b. the independent auditors report to the Committee critical
accounting policies and practices used, alternative
treatments within GAAP and any other material communications
with management;
c. the independent auditors have not engaged in any prohibited
consulting services such as: (i) bookkeeping and accounting,
(ii) financial information systems design, (iii) appraisals,
valuations, fairness opinions, etc., (iv) actuarial
services, (v) internal audit outsourcing, (vi) management or
human resources functions, (vii) broker dealer and
investment banking, or (viii) legal and expert services
unrelated to audit;
d. the independent auditors have reported on management's
assessment of internal controls including findings,
evaluation of whether internal controls

include proper maintenance of records, whether there is a
reasonable assurance that transactions are recorded in
accordance with GAAP, and description of any material
weaknesses in controls, and as part of their certification
process for the Form 10-Q, the Company's Chief Executive
Officer and Chief Financial Officer have reported to and
discussed with the Audit Committee and the auditors any: (i)
significant deficiencies in the design or operation of
internal controls, (ii) material weaknesses in internal
controls, and (iii) fraud involving management or other
employees who have a significant role in the Company's
internal controls, as required by Section 302 of the
Sarbanes-Oxley Act; and
e. the independent auditors have reported any material
non-compliance as a result of testing.

B. Year-End Review Meeting

1. Review the annual audited financial statements with management,
including major issues regarding accounting and auditing
principles and practices as well as the quality and acceptability
of such principles, practices and underlying estimates, and the
adequacy of internal controls that could significantly affect the
Company's financial statements.

2. Review an analysis prepared by management and the independent
auditor of significant financial reporting issues and judgments
made in connection with the preparation of the Company's
financial statements.

3. Review major changes to the Company's auditing and accounting
principles and practices as suggested by the independent auditor,
internal auditors or management.

4. Obtain from the independent auditor a formal written statement
delineating all relationships between the auditor and the
Company, discuss with the auditor any disclosed relationships or
services that may impact auditor objectivity and independence,
and take appropriate action to insure the independence of the
auditor.

5. Obtain from the independent auditor assurance that Section 10A of
the Private Securities Litigation Reform Act of 1995 (which deals
with the requirement that auditors report any illegal acts which
they have discovered) has not been implicated.

6. Discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 (such as: (i)
the methods used to account for significant unusual transactions;
(ii) the effect of significant accounting policies in
controversial or emerging areas for which there is a lack of
authoritative guidance or consensus; (iii) the process used by
management in formulating particularly sensitive accounting
estimates and the basis for the auditor's conclusions regarding
the reasonableness of those estimates; and (iv) disagreements
with management over the application of accounting principles,
the basis for management's accounting estimates, and the
disclosures in the financial statements) relating to the conduct
of the audit.

7. Review with the independent auditor any problems or difficulties
the auditor may have encountered and any management letter
provided by the auditor and the Company's response to that
letter. Such review should include:

a. any difficulties encountered in the course of the audit
work, including any restrictions on the scope of activities
or access to required information;

b. any changes required in the planned scope of the internal
audit;
c. the internal audit department responsibilities, budget and
staffing.

8. Determine that the Company's annual report includes:

a. a statement of the responsibility of management for
establishing and maintaining an adequate internal control
structure and procedures for financial reporting, including,
with respect to controls to assure that: (i) the Company's
transactions are properly authorized, (ii) the Company's
assets are safeguarded against unauthorized or improper use,
and (iii) the Company's transactions are properly reported;
and
b. an assessment, as of the end of the Company's most recent
fiscal year, of the effectiveness of those controls. Obtain
from the independent auditor an attestation to, and report
on management's assessment of internal controls.

9. Approve the report required by the rules of the Securities and
Exchange Commission to be included in the Company's annual proxy
statement stating whether the committee (a) reviewed and
discussed the audited financial statements with management, (b)
discussed with the auditors the matters requiring discussion by
SAS 61, (c) received the written disclosures and letter from the
auditor required to confirm the auditors' independence and
discussed with the auditors their independence, and (d) based on
the above, recommended to the Board that the audited financial
statements be included in the Company's Annual Report on SEC Form
10-K.

10. Review with the Company's General Counsel legal matters that may
have a material impact on the financial statements, the Company's
compliance policies and any material reports or inquiries
received from regulators or governmental agencies. Determine from
questioning the General Counsel that he or she has maintained an
open door policy encouraging all outside counsel to report any
concerns about material violations of securities laws or
fiduciary duties by the Company or any of its personnel.

11. Review with independent auditor the adequacy of the Company's
management information systems and the security of such systems
for the purpose of producing fairly stated financial statements.

12. Review with the head of the Company's internal audit staff
matters relating to the ongoing internal audits activities of
that staff.

13. Meet in executive session individually with such of the following
as the Committee deems appropriate at the meeting: the Company's
independent auditors, the Company's Chief Financial Officer and a
representative of the Company's internal audit staff.

14. Meet with a representative of the Company's Disclosure Committee
to review that committee's activities since the last meeting with
the Audit Committee.

C. Mid-Year Meeting

1. Evaluate the performance of the independent auditor and appoint
or replace independent auditor, which firm is ultimately
accountable to the Audit Committee, and approve the fees to be
paid to the independent auditor.

2. Review the appointment or replacement of the senior internal
auditing executive.

3. Review the significant reports to management prepared by the
internal auditing department and management's responses.

4. Review and reassess the adequacy of this Charter annually, submit
it to the Board for approval, and cause a copy of this Charter to
be attached to the Company's annual proxy statement every three
years, in accordance with SEC Rule Item 7(e) of Schedule 14A.

5. Request educational information on accounting topics as to which
the Committee seeks a greater understanding.

6. Provide The Nasdaq Stock Market(R) ("Nasdaq") with written
confirmation as to the Audit Committee member qualifications and
related Board determinations, as well as the annual review and
re-evaluation of the Audit Committee Charter.

7. Meet in executive session individually with such of the following
as the Committee deems appropriate at the meeting: the Company's
independent auditors, the Company's Chief Financial Officer and a
representative of the Company's internal audit staff.

D. Fall Meeting

1. Meet with management to review the Company's major financial risk
exposures and the steps management has taken to monitor and
control such exposures.

2. Advise the Board with respect to the Company's policies and
procedures regarding compliance with applicable laws and
regulations.

3. Meet with the independent auditor prior to the audit to review
the planning and staffing of the audit.

4. Meet with the chief financial officer, the senior internal
auditing executive and the independent auditor in separate
executive sessions.

5. Review with the head of the Company's internal audit staff,
matters relating to the ongoing internal audits activities of
that staff.

V. Limitation on Duties

While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor. Nor is it
the duty of the Audit Committee to conduct investigations or to assure
compliance with laws and regulations and the Company's Code of Conduct.

As revised by the Audit Committee March 24, 2003.

Linda McFarland Farthing, Chairperson
Michael D. Rose
James H. Winston

EXHIBIT B
---------

STEIN MART, INC.
COMPENSATION COMMITTEE CHARTER

Amended March 24, 2003

Purpose. The Compensation Committee of the Board of Directors (the "Board")
of Stein Mart, Inc. (the "Committee") is appointed by the Board (i) to discharge
the Board's responsibilities relating to compensation of the Company's directors
and officers, (ii) to have overall responsibility for approving and evaluating
the director and officer compensation plans, policies and programs of the
Company, and (iii) to have responsibility for producing an annual report on
executive compensation for inclusion in the Company's proxy statement.

I. Members

There shall be not less than three members of the Committee, one of whom
shall be elected by the Board to serve as Chairman of the Committee (the
"Committee Chairman"), and each of whom shall meet the independence and
experience requirements of The Nasdaq Stock Market(R) ("Nasdaq"). Thus, the
members of the Committee shall meet the following criteria:

B. In addition, at least two members of the committee must qualify as
"non-employee directors," as defined in Rule 16b-3 under the
Securities Exchange Act of 1934, and as "outside directors," as
defined in Section 162(m) of the Internal Revenue Code and Treasury
regulations thereunder.

II. Appointment; Authority & Duties

A. Appointment. The Board shall appoint members of the Committee.

B. Professional Advisors. The Committee shall have the authority, and is
hereby authorized to incur costs, to retain special legal, accounting,
compensation or other consultants to advise the Committee and/or to
assist in the evaluation of director, chief executive officer and
other senior executives or senior executive compensation and shall
have sole authority to approve the consultant's fees and other
retention terms. The Committee may request any officer or employee of
the Company or the Company's outside counsel or independent
compensation consultant to attend a meeting of the Committee or to
meet with any members of, or consultants to, the Committee.

C. General Duties. The Committee shall annually review and approve
corporate goals and objectives relevant to chief executive officer and
other senior executives' compensation, evaluate the chief executive
officer and other senior executives' performance in light of those
goals and objectives, and approve the chief executive officer and
other senior executives' compensation levels based on this evaluation.
Senior executives shall include all officers who are required to file
reports under Section 16 of the Securities Exchange Act of 1934. In
determining the long-term incentive component of the chief executive
officer and other senior executives' compensation, the Committee will
consider the Company's performance and relative shareholder return,
the value of similar incentive awards to the chief executive officer
and other senior executives at comparable companies, and the awards
given to the chief executive officer and other senior executives in
past years.

D. The Committee shall annually review and have the authority to set the
compensation of all directors, officers and other key executives,
including incentive-compensation plans and equity-based plans. The
Committee shall approve all grants of options under the Company's
option plans. If the Committee does not consist entirely of directors
who qualify as "non-employee directors" under Rule 16b-3 and as
"outside directors" under Section 162(m) of the Internal Revenue Code,
all awards of performance-based compensation and all grants under the
Company's option plans shall be made by a subcommittee of at least two
directors who meet such qualifications. The vote of at least two
directors who meet such qualifications shall be deemed the vote of a
subcommittee of such directors.

E. The Committee shall annually review and approve, for the chief
executive officer and other senior executives and the senior
executives of the Company, (a) the annual base salary level, (b) the
annual incentive opportunity level, (c) the long-term incentive
opportunity level, (d) employment agreements, severance arrangements,
and change in control agreements/provisions, in each case as, when and
if appropriate, and (e) any special or supplemental benefits.

F. The Committee shall meet in executive session to determine the
compensation of the chief executive officer. The chief executive
officer may be present during committee deliberations concerning the
compensation of other senior executives but may not vote.

G. The Committee may form and delegate authority to subcommittees when
appropriate.

H. The Committee shall make regular reports to the Board and shall cause
an annual report of the Committee to be included in the Company's
annual report to its shareholders.

I. The Committee shall review and reassess the adequacy of this Charter
annually and recommend any proposed changes to the Board for approval.
The Committee shall annually review its own performance.

III. Committee Meetings

The Committee will hold meetings at such times and at such places as it
shall deem necessary but shall hold at least one meeting each calendar quarter.

As revised by the Compensation Committee March 24, 2003.

Alvin R. Carpenter, Chairman
Martin E. Stein, Jr.
James H. Winston

EXHIBIT C
---------

STEIN MART, INC.
CORPORATE GOVERNANCE COMMITTEE CHARTER

Adopted March 24, 2003

Purpose. The Corporate Governance Committee of the Board of Directors (the
"Board") of Stein, Mart, Inc. (the "Committee") is appointed by the Board (i) to
oversee the selection of new directors, (ii) to oversee the function of the
Board in its committees, and (iii) to evaluate the Board's performance as well
as the relationship between the Board and the Company's management.

I. Members

The Committee shall be made up of all members of the Board (the
"Independent Directors") who meet the independence and experience requirements
of The Nasdaq Stock Market(R) ("Nasdaq"). The Company's Lead Director shall
serve as Chairman of the Committee. Thus, the members of the Committee shall
meet the following criteria:

II. Authority & Duties

The Committee shall have the authority and duties set forth below and is
hereby authorized to incur costs and to retain special legal and other
consultants to advise the Committee in the performance of its functions:

A. General Duties

1. Directors. The Committee shall be responsible for leading the
search for individuals qualified to become members of the Board
and for the selection of director nominees to be submitted to
shareholders for approval at annual meetings. The Committee shall
also have the authority to nominate for Board Approval directors
to fills seats of any vacancies on the Board between the time
such vacancies are created and the next annual meeting of the
Company's shareholders.

2. Committee Structure. The Committee shall review the structure of
the standing committees of the Board, make recommendations to the
full Board as to recommended changes in such structure and as to
changes in the charters of each of those standing committees.

3. Code of Ethics. The Committee will have the authority to adopt,
for the Company, a code of ethics applicable to all directors,
officers, managers and employees of the Company.

4. Evaluation. The Committee will have the authority to develop and
recommend to the full Board of Directors for its approval, a
self-evaluation process for the Board and its committees and to
oversee those self-evaluations.

5. Delegation. The Committee will have the authority to delegate any
of its responsibilities to such sub-committees as the Committee
may deem appropriate from time to time in its sole discretion.

6. Reports. The Committee shall report its actions and
recommendations to the full Board either at the next meeting of
the full Board or by circulating minutes of the Corporate
Governance Committee's meetings.

7. Charter. The Committee shall annually review the adequacy of this
Charter and recommend any changes to this Charter.

III. Role of Lead Director

The Corporate Governance Committee shall have the authority to designate
from time to time, a member of the Corporate Governance Committee as the "Lead
Director."

A. Duties of Lead Director. The Lead Director shall have the following
duties:

1. To serve as Chairman of the Corporate Governance Committee.

2. To set the agenda for the Corporate Governance Committee and to
work with the Chairman of the Board in setting the agenda for
each meeting of the Board of Directors.

3. To communicate with other members of the Board from time to time
to develop agenda items for meetings of the Board and for
Committees of the Board.

4. To recommend to the Corporate Governance Committee, the make-up
of Committee members and rotation of such members.

5. To be a principal liaison between the Board and management and to
increase the flow of information between members of the Board and
management.

6. To act as a moderator during executive sessions of the
Independent Directors.

IV. Committee Meetings

The Committee shall hold meetings at such times and places as it shall deem
necessary, but shall hold at least two meetings each calendar year. The Lead
Director, as Chairman of the Corporate Governance Committee, shall have the
authority to call a meeting of the Committee at such time as the Lead Director
believes appropriate.

As approved by the Board of Directors March 24, 2003.

Michael D. Rose, Lead Director & Chairman
Alvin R. Carpenter
Linda McFarland Farthing
Martin E. Stein, Jr.
J. Wayne Weaver
James H. Winston

This Proxy when properly executed will be voted in the manner directed herein by Please
the undersigned shareholder. If no direction is made, this proxy will be voted Mark Here
FOR Proposal 1. The Board of Directors recommends a vote FOR Item 1. for Address [ ]
Change or
Comments
SEE REVERSE SIDE

1. Election of Directors as recommended in the Proxy Statement: 2. Should any other matters requiring a vote
of the shareholders arise, the named Proxies
FOR all nominees listed WITHHOLD AUTHORITY (see reverse) are authorized to vote the same
(except as marked to the contrary) to vote for all nominees listed in accordance with their best judgment in
the interest of the Company. The Board of
[ ] [ ] Directors is not aware of any matter which is
to be presented for action at the meeting
Nominees: other than the matters set forth herein.
01 Alvin R. Carpenter, 02 Linda McFarland Farthing, 03 Michael D. Fisher,
04 Mitchell W. Legler, 05 Gwen K. Manto, 06 Michael D. Rose,
07 Richard L. Sisisky, 08 Jay Stein, 09 Martin E. Stein, Jr., 10 J. Wayne
Weaver, 11 John H. Williams, Jr. and 12 James H. Winston.

INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below. Please insert the date and sign your name
_____________________________________________________________________________ exactly as it appears hereon. If shares
are held jointly each joint owner should
sign. Executors, administrators, trustees,
guardians, etc., should so indicate when
signing. Corporations should sign full
corporate name by an authorized officer.
Partnership should sign partnership name
by an authorized Partner.

Unless the date has been inserted below
this proxy shall be deemed to be dated
for all purposes as of the date appearing
on the postmark on the envelope in which
it is enclosed. In such a case the Proxies
named (see reverse) are authorized to
insert the date in accordance with these
instructions.

Dated: _____________________________, 2003

__________________________________________

__________________________________________
Signature of Shareholder(s)

^ FOLD AND DETACH HERE ^

Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week

Internet and telephone voting is available through 11PM Eastern Time
the day prior to annual meeting day.

Your Internet or telephone vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.

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

Internet Telephone Mail
http://www.eproxy.com/smrt 1-800-435-6710
Use the Internet to vote your proxy. Use any touch-tone telephone to Mark, sign and date
Have your proxy card in hand when vote your proxy. Have your proxy your proxy card
you access the web site. You will be OR card in hand when you call. You will OR and
prompted to enter your control be prompted to enter your control return it in the
number, located in the box below, to number, located in the box below, enclosed postage-paid
create and submit an electronic and then follow the directions envelope.
ballot. given.
- --------------------------------------- --------------------------------------- --------------------------------------

If you vote your proxy by Internet or by telephone,
you do NOT need to mail back your proxy card.

STEIN MART, INC.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS IN CONNECTION WITH
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 9, 2003

The undersigned hereby appoints Jay Stein and John H. Williams, Jr., and
each of them, with full power of substitution and revocation, as true and lawful
agents and proxies of the undersigned to attend and vote all shares of Common
Stock of Stein Mart, Inc., a Florida corporation, that the undersigned would be
entitled to vote if then personally present at the Annual Meeting of
Shareholders of Stein Mart, Inc., a Florida corporation, to be held on June 9,
2003 at 2:00 P.M., local time, at The Cummer Museum of Art and Gardens, 829
Riverside Avenue, Jacksonville, Florida, and at any adjournments thereof, hereby
revoking any proxy heretofore given.

(Continued and to be signed on the reverse side)

- --------------------------------------------------------------------------------
Address Change/Comments (Mark the corresponding box on the reverse side)
- --------------------------------------------------------------------------------