Form 4 GIBSON CHARLES S JR For: Oct 13 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GIBSON CHARLES S JR

(Last)

(First)

(Middle)

POST OFFICE BOX 1017

(Street)

CHARLOTTE

28201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FAMILY DOLLAR STORES INC [FDO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/13/2009		A		9,211 ⁽¹⁾	A	$ 0	34,502	D
Common Stock	10/13/2009		F		2,989 ⁽²⁾	D	$ 28.11	31,513	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 28.11

10/13/2009

27,590

10/13/2011⁽³⁾

10/12/2014

Common Stock

27,590

$ 0

27,590

Explanation of Responses:
1. 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.
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.
3. 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.
Remarks: Exhibit 24 - Power of Attorney

	/s/ Michael Mullican, by Power of Attorney	10/15/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EX-24

Exhibit 24

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints James C. Snyder, Jr., Jacob J. Modla and Michael P. Mullican, each an employee of Family Dollar Stores, Inc. (the Company) or certain of its subsidiaries, the undersigneds true and lawful attorney-in-fact to undertake the following activities, acting individually and not collectively:

(1) execute for and on behalf of the undersigned, in the undersigneds capacity as an Executive Officer and/or Director of the Company, Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, and the rules thereunder, and Forms 144 in accordance with Rule 144 of the Securities Act of 1933;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5 or 144, or any amendments thereto, and timely file such form with the United States Securities and Exchange Commission, the New York Stock Exchange and any other similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that it is the undersigneds responsibility to comply with Section 16 of the Securities Exchange Act of 1934 and Rule 144 of the Securities Act of 1933, and that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigneds responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144 of the Securities Act of 1933.

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to the undersigneds holdings of and transactions in Common Stock of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 7th day of October, 2009.

Signature: /s/ Charles S. Gibson, Jr.

Print Name: Charles S. Gibson, Jr.

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