X0303 4 2009-01-15 0 0000034408 FAMILY DOLLAR STORES INC FDO 0001222830 BERNSTEIN MARK R THREE WACHOVIA CENTER 401 S. TRYON STREET, SUITE 3000 CHARLOTTE NC 28202 1 0 0 0 Common Stock 2009-01-15 4 A 0 1045 A 9045 D Common Stock 4060 I By IRA Common Stock 16050 I By Spouse Grant of Common Stock made pursuant to Directors' Share Awards Guidelines adopted pursuant to the shareholder approved Family Dollar Stores, Inc. 2006 Incentive Plan. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner for the purposes of Section 16 or for any other purpose. Exhibit List Exhibit 24 - Power of Attorney /s/ Janet G. Kelley, by Power of Attorney 2009-01-16