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  Resignation, Effective August4, 2005

This is an actual contract by Family Dollar Stores.
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August 2, 2005



Via Hand Delivery



Mr. David Alexander

Family Dollar Stores, Inc.

10401 Monroe Road

Matthews, NC 28105



Re: Resignation, Effective August 4, 2005



Dear David:



This letter (this " Letter ") confirms your voluntary resignation, effective 5:00 p.m., August 4, 2005 (the " Termination Date "), from your position as President and Chief Operating Officer of Family Dollar Stores, Inc. (the " Company "). As a result of your resignation, your employment with the Company and all of the Company92s affiliates and subsidiaries in any and all capacities will discontinue as of the Termination Date. I wish to remind you that your employment with the Company (and terms of your subsequent resignation) are governed by that certain Employment Agreement dated August 25, 2000 between the Company and yourself (collectively, with all amendments thereto, the " Employment Agreement "), including without limitation, Sections 4.01, 4.02, 6.01, 6.03, 6.04, 6.05, 6.06 and 7 of the Employment Agreement.



Pursuant to Section 6.06 of the Employment Agreement, you acknowledge that you will not discuss your resignation or any other aspect of your employment with any representatives of the media, either directly or indirectly, without the written consent and approval of the Company. You further agree that you will not discuss the fact or details of your resignation or any other aspect of your employment with anyone other than your personal attorney, the Company92s CEO, CFO or General Counsel prior to the date the Company has formally announced your resignation on or around August 4, 2005. Furthermore, you acknowledge that you are no longer entitled to communicate on behalf of the Company on substantive matters concerning the Company or its securities with securities market professionals under the Securities and Exchange Commission92s Regulation FD. Following the Termination Date, you agree to comply with all Confidentiality provisions of your Employment Agreement.



Pursuant to Section 4.01 of the Employment Agreement, you acknowledge and agree that you will comply with the terms of the covenant not to compete as well as the non-so
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