EXHIBIT 10 (i)

FAMILY DOLLAR STORES, INC.

                                                     Incentive Profit Sharing Plan

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ARTICLE I.
                                                           Purpose of Plan.

Section 1.1.    Family Dollar Stores, Inc. has prepared this Plan in order to compensate and reward
executive and supervisory personnel, including district and store managers, for their share in the growth and success of the Company
and in order to retain and attract persons of competence.  The Plan provides a means of sharing certain incentive compensation
dependent on profits of the Company and its subsidiaries and supersedes the practice of prior years of making bonus payments to
executive and supervisory personnel following the Christmas season.

ARTICLE II.
                                                Determination of Incentive Compensation

                                                           and Participants.

Section 2.1.    In respect of the fiscal year ending August 31, 1970 and each fiscal year thereafter, the
Board of Directors may in January of 1971 and annually thereafter appropriate as additional compensation for the preceding year to be
paid to participants under the Plan an amount up to but not in excess of the Incentive Compensation Net Earnings, as hereinafter
defined, of the preceding fiscal year as the Board of Directors, in its discretion, shall determine.

Section 2.2.    The term "Incentive Compensation Net Earnings" shall consist of an amount equal to five
percent (5%) of the net profit of the Company and its subsidiaries computed on a consolidated basis determined in accordance with
generally accepted accounting principles, provided that, in any event, such net profit shall be determined before any deduction for
federal or states taxes based on income and before any deduction in respect of or provision for appropriations or distributions made
or to be made under this Plan or in respect of or provision for payments made to officers or other employees under any agreement or
other arrangements based upon or relating to profits of the Company or any subsidiary.

Section 2.3.    (A)  As soon as feasible after the close of the fiscal year 1970, and the close of each
fiscal year thereafter, the fiscal officers of the Company shall determine the amount of the Incentive Compensation Net Earnings for
the preceding fiscal year in accordance with the provision of Section 2.2 hereof, and shall report such determination to the Board of
Directors of the Company and to the independent public accountants of the Company.

(B)  The independent public accountants of the Company shall review such determination and report to the Board of
Directors their opinion thereof and any corrections which they deem proper.

(C)  Such reports of the fiscal officers of the Company and of the independent public accountants shall be reviewed
by and subject to the approval of the Board of Directors, which shall authorize the appropriation to be made for the preceding year
as provided in Section 2.1, within the maximum limit therein provided.

Section 2.4.    The Board of Directors shall each year, after consultation with the management, determine
the executive and supervisory personnel of the Company or any subsidiary of the Company who shall be entitled to participate under
the Plan for the preceding year, and the amount to be paid to each such person as incentive compensation for such year.  The total
compensation to each participant, including salary, incentive compensation payable pursuant to the Plan, retirement and all other
benefits, shall not, in the opinion of the Board of Directors, be in excess of the fair and reasonable compensation for the services
of such participant.  All determination by the Board of the Incentive Compensation Net Earnings for any year, the determination of
the persons to participate under the Plan, shall be final and conclusive and binding upon all interested parties.  No director shall
vote on his own participation in the Plan.  If all of the Incentive Compensation Net Earnings for a fiscal year shall not be paid as
incentive compensation, the excess shall be credited to the earnings of such fiscal year.

Section 2.5.    There shall be deducted from all payments under the Plan any taxes required to be
withheld by the Federal or any State or local government and paid over to such government for the account of such participants.

ARTICLE III.
                  General Conditions; Miscellaneous Provisions

Section 3.1.    The Board of Directors may from time to time amend, suspend or terminate in whole or in
part or may reinstate any or all of the provisions of the Plan, except that (a) no amendment, suspension or termination may, without
his consent, apply to the payment to any participant made to him prior to the effective date of such amendment, suspension or
termination (b) no amendment may be made which will increase the maximum amount which may be appropriated annually under the Plan
without prior approval of the holders of a majority of the outstanding shares of the common stock of the Company.

Section 3.2.    The selection of any employee for participation in the Plan in any year shall not give
such participant any right to participate in the Plan in any future year or to be retained in the employ of the Company or any
subsidiary to dismiss or discharge any participant is specifically reserved.

Section 3.3.    No participant shall have any right with respect to any payment, until such payment or
written notice thereof shall have been delivered to him; nor shall any such participant or any person claiming under or through him
have any rights or interest in this Plan, or in any allotment hereunder, unless and until all the terms, conditions and provisions of
the Plan that affect such participant have been complied with as specified herein.

Section 3.4.    Nothing in this Plan shall be construed as preventing the Company or any of its
subsidiaries from establishing other or different plans providing for incentive compensation for employees.

Section 3.5.    The Board of Directors may rely upon any information supplied to them by any officer of
the Company or by the Company's independent public accountants in connection with the administration of the Plan.  The determination
of the Company's independent public accountants as to the Incentive Compensation Net Earnings of the Company for any year and any
other matters arising under the Plan and referred to such independent public accountants by the Board for determination shall be
final, conclusive and binding on the Company and on all participants and upon all persons claiming through or under any participant.

No member of the Board of
Directors shall be liable for any act or action, whether of commission or
omission, taken by any other member, or by any officer, agent, or employee; nor,
except in circumstances involving his bad faith, for anything done or omitted to
be done by himself.

ARTICLE IV.
General Definitions.

Section 4.1.    
For the purposes of the Plan, unless the context otherwise indicates, the following definitions shall be applicable:

| | (a)
The word Plan shall mean the Incentive Profit Sharing Plan, as set
forth in this instrument and as from time to time amended.
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| | (b)
The word Company shall mean Family Dollar Stores, Inc., a Delaware corporation, its successors and
assigns.
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| | (c)
The term Board of Directors or Board shall mean the Board of Directors of the Company.
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| | (d)
The term executive and supervisory personnel shall include executive and supervisory personnel of the
Company and of its subsidiaries, and the word employee shall mean an employee of the Company or of a subsidiary of the
Company.
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| | (e)
The term Subsidiary or "Subsidiaries" shall mean direct and indirect subsidiaries of Family Dollar
Stores, Inc., and/or entities which are owned or controlled by Family Dollar Stores, Inc. and/or its direct or indirect
subsidiaries.
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