X0303 4 2009-10-13 0 0000034408 FAMILY DOLLAR STORES INC FDO 0001222822 GIBSON CHARLES S JR POST OFFICE BOX 1017 CHARLOTTE NC 28201 0 1 0 0 Executive Vice President Common Stock 2009-10-13 4 A 0 9211 0 A 34502 D Common Stock 2009-10-13 4 F 0 2989 28.11 D 31513 D Employee Stock Option (right to buy) 28.11 2009-10-13 4 A 0 27590 0 A 2011-10-13 2014-10-12 Common Stock 27590 27590 D Represents gross number of shares awarded upon payout of Performance Share Rights Award granted under the Family Dollar Stores, Inc. (the "Company") 2006 Incentive Plan (the "Plan"). The payout of the referenced shares was contingent on the Company's achievement of certain net income growth and return on equity goals as compared to a peer group selected by the Company's Compensation Committee (the "Committee"). The actual payout represents 141% of a Target award established by the Committee and is reduced by shares withheld to satisfy tax withholding obligations. See footnote 2. Represents shares of Common Stock, the value of which was withheld to satisfy tax withholding obligations with respect to shares awarded on October 13, 2009 in settlement of Performance Share Rights Award. This option was granted on October 13, 2009, under the Family Dollar Stores, Inc. 2006 Incentive Plan, and no portion of the option may be exercised prior to October 13, 2011. Thereafter, the option will vest in cumulative installments of not more than 40% of the number of shares subject to the option on October 13, 2011, 70% on October 13, 2012, and 100% on October 13, 2013. Exhibit 24 - Power of Attorney /s/ Michael Mullican, by Power of Attorney 2009-10-15