X0201 4 2003-09-24 0 0000724571 FREDS INC FRED 0001223265 CASEY JOHN A 4300 NEW GETWELL MEMPHIS TN 38118 0 1 0 0 Vice President Option on Class A Common Stock 17.67 2003-09-19 4 A 0 21600 0 A Class A Common Stock 21600 21600 D Option on Class A Common Stock 20.60 2003-09-19 4 A 0 5400 0 A Class A Common Stock 5400 5400 D Option on Class A Common Stock 12.36 2003-09-19 4 A 0 7500 0 A Class A Common Stock 7500 7500 D Split affected for 7/1/03 3 for 2 stock split. Received grant dated 3/11/03 with the option term of seven years, six months. Vesting schedule: 10% on 8/20/04, 8/20/05, 8/20/06, 8/20/07, with the remaining 60% vesting on 8/20/08. Vesting may be accelerated to 20% in any year that Operating Income Margin meets or exceeds the target. Received grant dated 5/19/03 with the option term of seven years, four months. Vesting schedule: 10% on 8/20/04, 8/20/05, 8/20/06, 8/20/07, with the remaining 60% vesting on 8/20/08. Vesting may be accelerated to 20% in any year that Operating Income Margin meets or exceeds the target. Recevied grant dated 10/9/01 with the option term of five years. All shares are vested on or after 10/9/04. Mr. Casey currently has a total of 65,437 options to purchase common stock under various grants from Fred's, Inc. /s/ John Casey 2003-09-24