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Exhibit 10(iii)    
    



	STATE OF NORTH CAROLINA	 	AMENDMENT TO

EMPLOYMENT AGREEMENT
	COUNTY OF MECKLENBURG	 	 





        THIS
AMENDMENT, made and entered into effective the 31st day of August 2003, by and between FAMILY DOLLAR STORES, INC., a Delaware corporation (hereinafter referred to as
the "Company"); and R. David Alexander, Jr. (hereinafter referred to as the "Employee"); 


W
I T N E S S E T H: 


        WHEREAS,
the Company and the Employee entered into an Employment Agreement dated August 25, 2000, as amended by Amendment to Employment Agreement effective September 2,
2001, September 1, 2002, and January 16, 2003 (hereinafter referred to as the "Agreement"); and 


        WHEREAS,
the Company and the Employee desire to amend the Agreement; 


        NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the Company and the Employee agree as follows: 



	1.
	Section 1.04
of the Agreement is amended by adding "North Dakota" and "Wyoming" to the list of states constituting the "Present Territory."



	2.
	Section 2
of the Agreement is deleted and the following is substituted in lieu thereof: 




        "2.    Employment.
The Employee shall be employed by the Company and any Affiliate in the capacity provided for in Paragraph 3 for the
period commencing August 31, 2003 (the "Commencement Date"), and ending on August 28, 2004, or upon the termination of this Agreement as provided in Paragraph 6." 


	3.
	The
first paragraph of Section 5.01 of the Agreement is deleted and the following paragraph is substituted in lieu thereof: 




        "5.01    In
consideration of the services to be rendered by the Employee pursuant to this Agreement, the Company shall pay, or cause to be paid, to the Employee a weekly base
salary from August 31, 2003, to August 28, 2004, of $7,692.31 ($400,000.00 per annum)." 


	4.
	Subparagraphs
(a) and (b) of Section 5.02 of the Agreement are deleted and the following subparagraphs are substituted in lieu thereof: 




        "5.02.    In
addition, the Employee shall be entitled to: 



        (a)    Participate
in the Company's Target Bonus Plan, as it may be amended or modified in any respect, including achievement of established goals, as President and Chief
Operating Officer for the fiscal year commencing August 31, 2003. The Target Bonus Plan generally will give the Employee the opportunity to earn a bonus of up to sixty (60%) percent of the
Employee's base salary actually received for services on and after August 31, 2003, through August 28, 2004, for the fiscal year ending August 28, 2004, subject to the Company's
achievement of certain financial goals to be established, the Employee's performance, and all terms and conditions of the Target Bonus Plan as in effect for such fiscal year; provided that the amount
of bonus paid may not be increased by the annual individual performance rating of the Employee by the Chairman of the Board. The Employee acknowledges that he has received a copy of the form of the
Target Bonus Plan and Bonus Conditions and is familiar with the terms and conditions thereof. Nothing contained herein shall limit the Company's right to alter, amend or terminate the Target Bonus
Plan at any time for any reason. The Employee further acknowledges that, as provided in the Target Bonus Plan, in the event the Employee is not employed by the Company, for whatever reason, at the
time the bonus for the fiscal year is actually paid to participants in the Target Bonus Plan following the end of the fiscal year, the Employee will not be entitled to receive the bonus. 







 


        (b)    Take
twenty days (exclusive of Saturdays, Sundays and paid Company holidays) of vacation during the twelve month period commencing August 31, 2003. Vacation time
will accrue ratably during the course of said period and cannot be accumulated from year to year, except that up to five days of vacation not taken in said twelve month period may be carried over to
the next twelve month period." 



	5.
	The
second paragraph of Section 6.02 of the Agreement is deleted and the following paragraph is substituted in lieu thereof: 




        "In
the event this Agreement is not terminated by the Company or the Employee for any reason prior to August 28, 2004, and the Company and the Employee do not agree in writing
before August 28, 2004, to extend the term of this Agreement beyond August 28, 2004, or to enter into a new agreement to extend the employment relationship beyond August 28, 2004,
this Agreement shall terminate automatically on August 28, 2004, which shall be the Termination Date, and the Company shall pay to the Employee sixty (60) days of the base salary set
forth in Section 5.01 (which shall constitute payment in full of the compensation due to the Employee hereunder). Any such payments shall be made in two (2) equal monthly installments
with the first installment due and payable not later than thirty (30) days after the Termination Date." 


	6.
	Section 6A.
of the Agreement is deleted and the following Section is substituted in lieu thereof: 




        "6A.    Target
Bonus Plan. Notwithstanding any other provision of this Agreement, if the Company terminates this Agreement prior to the end of the
term of this Agreement on August 28, 2004, for reasons other than for Cause, or if the Company and the Employee do not agree in writing before August 28, 2004, to extend the term of the
Employee's employment by the Company beyond August 28, 2004, the Employee shall be entitled to receive as a severance payment an amount equal to the pro rata share of the bonus, or the full
bonus,as the case may be, if any, under and subject to the terms and conditions of the Target Bonus Plan referred to in Section 5.02(a) based on sixty (60%) percent of the Employee's base
salary actually received for the period from August 31, 2003, through the Termination Date, or through August 28, 2004, if the Employee's employment continues through that date. This
payment is equal to the amount, if any, the Employee would have received following the end of the fiscal year ended August 28, 2004, if the Target Bonus Plan did not have a requirement that the
Employee be employed by the Company at the time the bonus is customarily paid. Such payment shall be made to the Employee on or about November 15 following the end of said fiscal year." 


	7.
	All
other terms and provisions of the Agreement shall remain in full force and effect. 



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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement in triplicate, all as of the day and year first above written. 



	 	 	FAMILY DOLLAR STORES, INC.	 	 
	

Attest:	
 	

 	
 	

 	
 	

 
	 	 	By	 	/s/  HOWARD R. LEVINE      
 Chairman of the Board	 	 
	/s/  GEORGE R. MAHONEY, JR.      
 Secretary	 	 	 	 	 	 
	(Corporate Seal)	 	 	 	 	 	 
	 	 	 	 	/s/  R. DAVID ALEXANDER, JR.      
 R. David Alexander, Jr.	 	(SEAL)
	Witness:	 	 	 	 	 	 
	

/s/  ALICE R. BARRIER      
	
 	

 	
 	

 	
 	

 




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Exhibit 10(iii)