X0303 4 2011-01-19 0 0000034408 FAMILY DOLLAR STORES INC FDO 0001328206 Sullivan Barry W P. O. BOX 1017 CHARLOTTE NC 28201 0 1 0 0 Executive Vice President Common Stock 2011-01-19 4 M 0 3317 29.41 A 17951 D Common Stock 2011-01-19 4 S 0 3317 43.6345 D 14634 D Employee Stock Option (Right to Buy) 29.41 2011-01-19 4 M 0 3317 0.00 D 2008-10-03 2011-10-02 Common Stock 3317 0 D The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.6330 to $43.6345, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4. This option was granted on October 3, 2006, under the Family Dollar Stores, Inc. 2006 Incentive Plan, and no portion of the option was exercisable prior to October 3, 2008. Thereafter, the option vested in cumulative installments of not more than 40% of the number of shares subject to the option on October 3, 2008, 70% on October 3, 2009, and 100% on October 3, 2010. /s/ Beth R. MacDonald, by Power of Attorney 2011-01-21