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                               __________________
**Exhibit 10(ii)
                       As amended as of January 18, 2001

                               FAMILY DOLLAR 2000
                             OUTSIDE DIRECTORS PLAN****SECTION 1. GENERAL****1.1 Purpose.** The Family Dollar 2000 Outside Directors Plan (the
"Plan") has been established by Family Dollar Stores, Inc. (the "Company") to
promote the interests of the Company and its shareholders by enhancing the
Company's ability to attract and retain the services of experienced and
knowledgeable directors and by encouraging such directors to acquire an
increased proprietary interest in the Company.

     **1.2 Operation and Administration.** The operation and administration
of the Plan shall be subject to the provisions of Section 3. Capitalized terms
in the Plan shall be defined as set forth in Section 5 or elsewhere in the Plan.

**SECTION 2. AWARDS****2.1 General.**

         (a)     For each Plan Year, each Director who is an Eligible Director
                 on the first day of that Plan Year shall be granted a "Retainer
                 Award" for the year, which shall be in the form of shares of
                 Stock having a Fair Market Value of $10,000. Except as
                 otherwise provided in this subsection 2.1, the Retainer Award
                 for any Plan Year shall be made as of the first business day of
                 that Plan Year (the "Award Date" for that Retainer Award), and
                 the Fair Market Value of the Stock so awarded shall be
                 determined as of that date.

         (b)     If a Director becomes an Eligible Director during a Plan Year,
                 on a date other than the first day of the Plan Year, he or she
                 shall be granted a Retainer Award for the year, which shall be
                 in the form of shares of Stock having a Fair Market Value equal
                 to $10,000, subject to a pro-rata reduction to reflect the
                 portion of the Plan Year prior to the date on which he or she
                 becomes an Eligible Director. A Director's Retainer Award under
                 this paragraph (b) shall be made on the first business day on
                 which he or she is an Eligible Director (the "Award Date" for
                 that Retainer Award), and the Fair Market Value of the Stock so
                 awarded shall be determined as of that date.

     **2.2 Fractional Shares.** If the Retainer Award that would otherwise be
made to a  Participant  as of any Award Date under  paragraph 2.1 is not a whole
number,  then the number of shares otherwise awardable shall be increased to the
next highest whole number.

**SECTION 3. OPERATION AND ADMINISTRATION****3.1 Effective Date.** The Plan shall be effective as of the Effective
Date and shall be unlimited in duration; provided, however, that no new Awards
shall be made under the Plan after the fifteenth anniversary of the Effective
Date.

     **3.2 Shares Subject to Plan.** The shares of Stock with respect to
which Awards may be made under the Plan shall be shares currently authorized but
not outstanding shares which are held in the treasury stock account of the
Company. The number of shares of Stock available for Awards under the Plan
during any fiscal year of the Company shall equal:

(a)     0.2% of the adjusted average of the outstanding Stock, as that number is
        determined by the Company to calculate fully diluted  earnings per share
        for the preceding fiscal year;

        **REDUCED BY**
(b)     any shares of Stock granted pursuant to Awards under the Plan.

     **3.3 Adjustments to Shares.**

(a)     The existence of the Plan and the Awards granted hereunder shall not
        affect in any way the right or power of the Company or its shareholders
        to make or authorize any or all adjustments, recapitalizations,
        reorganizations or other changes in the Company's capital structure or
        its business, any merger or consolidation of the Company, any issue of
        bonds, debentures, preferred or prior preference stocks ahead of or
        affecting the Company's Stock or the rights thereof, the dissolution or
        liquidation of the Company, any sale or transfer of all or any part of
        its assets or business, or any other corporate act or proceeding,
        whether of a similar character of otherwise.

     **3.4 Limit on Distribution.**  Distribution of shares of Stock or other
amounts under the Plan shall be subject to the following:

(a)     Notwithstanding any other provision of the Plan, the Company shall have
        no liability to issue any shares of Stock under the Plan or make any
        other distribution of benefits under the Plan unless such delivery or
        distribution would comply with all applicable laws and the applicable
        requirements of any securities exchange or similar entity.

(b)     The Board shall add such conditions and limitations to any Award to any
        Participant who is subject to Section 16(a) and 16(b) of the Securities
        Exchange Act of 1934, as is necessary to comply with Section 16(a) or
        16(b) and the rules and regulations thereunder or to obtain any
        exemption therefrom.

(c)     To the extent that the Plan provides for issuance of certificates to
        reflect the transfer of shares of Stock, the transfer of such shares
        may, at the direction of the Board, be effected on a non-certificated
        basis, to the extent not prohibited by the provisions of Rule 16b-3,
        applicable local law, the applicable rules of any stock exchange, or any
        other applicable rules.

     **3.5 Taxes.** All Awards and other payments under the Plan are subject
to all applicable taxes.

     **3.6 Administration.** The authority to control and manage the
operation and administration of the Plan shall be vested in the Board.

     **3.7 Evidence.** Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.

     **3.8 Action by Company.** Any action required or permitted to be taken
by the Company shall be by resolution of the Board, or by action of one or more
members of the Board (including a committee of the Board) who are duly
authorized to act for the Board, by a duly authorized officer of the Board, or
(except to the extent prohibited by the provisions of SEC Rule 16b-3, applicable
local law, the applicable rules of any stock exchange, or any other applicable
rules) by a duly authorized officer of the Company.

**SECTION 4.  AMENDMENT AND TERMINATION**

     The Board may, at any time, amend or terminate the Plan, provided that,
subject to subsection 3.3 (relating to certain adjustments to shares), no
amendment or termination may adversely affect the rights of any Participant or
beneficiary under any Award made under the Plan prior to the date such amendment
is adopted by the Board. Notwithstanding the provisions of this Section 4, in no
event shall the provisions of the Plan relating to Awards under the Plan be
amended more than once every six months, other than to comport with changes in
the Internal Revenue Code, the Employment Retirement Income Security Act, or the
rules thereunder; provided, however, that the limitation set forth in this
sentence shall be applied only to the extent required under SEC Rule 16b-3(d) or
any successor provision thereof.

**SECTION 5.  DEFINED TERMS**

     For purposes of the Plan, the terms listed below shall be defined as
follows:

(a)  **Award.** The term "Award" shall mean the Retainer Award granted to any
        person under the Plan.

(b)  **Board.** The term "Board" shall mean the Board of Directors of the
        Company.

(c)  **Director.** The term "Director" means a member of the Board.

(d)  **Dollars.** As used in the Plan, the term "dollars" or numbers preceded
        by the symbol "$" shall mean amounts in United States Dollars.

(e)  **Effective Date.** The "Effective Date" means the date on which
        Directors begin their yearly term of office on the Board following their
        election at the Company's 2000 annual shareholders meeting.

(f)  **Eligible Director.** Each Director who is not an employee of the
        Company or any Related Company shall be an "Eligible Director".

(g)  **Fair Market Value.** The "Fair Market Value" of a share of Stock of
        the Company as of any date shall be the closing market composite price
        for such Stock as reported for the New York Stock Exchange - Composite
        Transactions on that date or, if Stock is not traded on that date, on
        the next preceding date on which Stock was traded.

(h)  **Participant.** A "Participant" is any person who has received an Award
        under the Plan.

(i)  **Plan Year.** The term "Plan Year" means the period (i) beginning on
        the date on which members of the Board begin their yearly term as Board
        members following the election of Directors at the Company's annual
        shareholders meeting and (ii)ending on the day immediately prior to the
        first day of the following Plan Year. The first Plan Year shall begin on
        the Effective Date.

(j)  **Related Company.** The term "Related Company" means any company during
        any period in which it is a "subsidiary corporation" (as that term is
        defined in Code section 424(f) with respect to the Company).

(k)  **SEC.** "SEC" shall mean the Securities and Exchange Commission.

(l)  **Stock.** The term "Stock" shall mean shares of common stock of the
        Company.
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