Exhibit 10.2



                                December 19, 2006

To the Holders of the
  Below described Notes

     Re:                            Waiver
                           Family Dollar Stores, Inc.
                               Family Dollar, Inc.
             Note Purchase Agreement dated as of September 27, 2005
--------------------------------------------------------------------------------

Ladies and Gentlemen:

     Reference is made to the Note Purchase Agreement, dated as of September 27,
2005 (the "Note Purchase Agreement"), among Family Dollar Stores, Inc. ("FDSI"),
Family Dollar,  Inc.  ("FDI",  and,  together with FDSI, the "Obligors") and the
institutional  investors  listed in  Schedule A thereto,  pursuant  to which the
Obligors issued their Senior Notes due 2015 in an aggregate  principal amount of
$250,000,000 (the "Notes").  Capitalized  terms used herein without  definition,
shall have the meanings set forth in the Note Purchase Agreement.

     Section  7.1(a) of the Note Purchase  Agreement  requires that the Obligors
deliver to the holders of the Notes  quarterly  unaudited  financial  statements
including a consolidated  balance sheet of FDSI and its  Subsidiaries  as at the
end of each  quarterly  fiscal period and  consolidated  statements of earnings,
changes in shareholders'  equity and cash flows of the FDSI and its Subsidiaries
for each  quarterly  fiscal  period  within 60 days after the end of each fiscal
quarter  of FDSI  (the  "Quarterly  Statements").  Section  7.1(b)  of the  Note
Purchase  Agreement  requires  that the  Obligors  deliver to the holders of the
Notes annual audited financial statements including a consolidated balance sheet
of FDSI and its  Subsidiaries as at the end of each fiscal year and consolidated
statements of earnings,  changes in  shareholders'  equity and cash flows of the
FDSI and its  Subsidiaries,  for each year within 105 days after the end of each
fiscal year of FDSI (the "Annual Statements").

     The  Obligors  hereby  request  that the  holders  of the  Notes  waive the
requirements  of Section  7.1(a) and (b) and  Section  7.2 of the Note  Purchase
Agreement that the Quarterly  Statements for the fiscal quarter ending  November
30,  2006 be  delivered  within 60 days after the end of such  quarterly  fiscal
period and that the Annual  Statements for the fiscal year ended August 31, 2006
be delivered within 105 days after the end of such fiscal year together with the
related compliance  certificates,  provided that, such Quarterly  Statements and
Annual  Statements  and related  compliance  certificates  are  delivered to the
holders of the Notes no later than March 31, 2007.  The Obligors  hereby further
requests  that the holders of the Notes  evidence  such waiver by executing  the
acknowledgment to this letter.

     The Obligors confirm that it is in compliance with the terms and conditions
of the Note Purchase  Agreement (as modified by this letter) and that no Default
or Event of Default  exists under the Note  Purchase  Agreement  (as modified by
this letter) or shall result after giving effect to this letter.


<PAGE>

                                 Very truly yours,

                                 FAMILY DOLLAR STORES, INC.
                                 FAMILY DOLLAR, INC.


                                 By /s/ R. James Kelly
                                    --------------------------------------------
                                    Name:  R. James Kelly
                                    Title: President and Chief Operating Officer










<PAGE>

     ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written  and agree to waive  the  requirements  of  Section  7.1(a)  and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal  quarter ended  November 30, 2006 and the Annual  Statements for the year
ended August 31, 2005 and the related  compliance  certificates  be delivered in
accordance  with the time  periods  set  forth in  Sections  7.1(a)  and (b) and
Section 7.2, provided that, such Quarterly  Statements and Annual Statements are
delivered  to the  holders  of the  Notes no later  than  March  31,  2007.  The
execution,  delivery  and  effectiveness  of this letter  shall not operate as a
waiver of any  provision of the Note Purchase  Agreement or any right,  power or
remedy of any holder of the Notes under the Note Purchase  Agreement,  except to
the specific extent and under the conditions set forth herein.

     The holder confirms,  that it holds $13,100,000  aggregate principal amount
of the Notes.

                                THE PRUDENTIAL INSURANCE COMPANY OF AMERICA



                                By  /s/ Jay White
                                    Name:  Jay White
                                    Title: Vice President






<PAGE>

     ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written  and agree to waive  the  requirements  of  Section  7.1(a)  and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal  quarter ended  November 30, 2006 and the Annual  Statements for the year
ended August 31, 2005 and the related  compliance  certificates  be delivered in
accordance  with the time  periods  set  forth in  Sections  7.1(a)  and (b) and
Section 7.2, provided that, such Quarterly  Statements and Annual Statements are
delivered  to the  holders  of the  Notes no later  than  March  31,  2007.  The
execution,  delivery  and  effectiveness  of this letter  shall not operate as a
waiver of any  provision of the Note Purchase  Agreement or any right,  power or
remedy of any holder of the Notes under the Note Purchase  Agreement,  except to
the specific extent and under the conditions set forth herein.

     The holder confirms,  that it holds $21,500,000  aggregate principal amount
of the Notes.

                            GIBRALTAR LIFE INSURANCE CO., LTD.

                            By:  Prudential Investment Management (Japan), Inc.,
                                 as Investment Advisor

                            By:  Prudential Investment Management, Inc., as
                                 Sub-Adviser


                                 By /s/ Jay White
                                    Name:  Jay White
                                    Title: Vice President







<PAGE>

     ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written  and agree to waive  the  requirements  of  Section  7.1(a)  and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal  quarter ended  November 30, 2006 and the Annual  Statements for the year
ended August 31, 2005 and the related  compliance  certificates  be delivered in
accordance  with the time  periods  set  forth in  Sections  7.1(a)  and (b) and
Section 7.2, provided that, such Quarterly  Statements and Annual Statements are
delivered  to the  holders  of the  Notes no later  than  March  31,  2007.  The
execution,  delivery  and  effectiveness  of this letter  shall not operate as a
waiver of any  provision of the Note Purchase  Agreement or any right,  power or
remedy of any holder of the Notes under the Note Purchase  Agreement,  except to
the specific extent and under the conditions set forth herein.

     The holder confirms, that it holds $4,000,000 aggregate principal amount of
the Notes.

                             AMERICAN BANKERS INSURANCE COMPANY OF FLORIDA, INC.

                             By: Prudential Private Placement Investors, L.P.
                                 (as Investment Advisor)

                             By: Prudential Private Placement Investors, Inc.
                                 (as its General Partner)


                                 By  /s/ Jay White
                                     Name:  Jay White
                                     Title:  Vice President







<PAGE>

     ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written  and agree to waive  the  requirements  of  Section  7.1(a)  and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal  quarter ended  November 30, 2006 and the Annual  Statements for the year
ended August 31, 2005 and the related  compliance  certificates  be delivered in
accordance  with the time  periods  set  forth in  Sections  7.1(a)  and (b) and
Section 7.2, provided that, such Quarterly  Statements and Annual Statements are
delivered  to the  holders  of the  Notes no later  than  March  31,  2007.  The
execution,  delivery  and  effectiveness  of this letter  shall not operate as a
waiver of any  provision of the Note Purchase  Agreement or any right,  power or
remedy of any holder of the Notes under the Note Purchase  Agreement,  except to
the specific extent and under the conditions set forth herein.

     The holder confirms, that it holds $1,000,000 aggregate principal amount of
the Notes.

                                AMERICAN MEMORIAL LIFE INSURANCE COMPANY

                                By: Prudential Private Placement Investors, L.P.
                                    (as Investment Advisor)

                                By: Prudential Private Placement Investors, Inc.
                                    (as its General Partner)


                                    By  /s/ Jay White
                                        Name:  Jay White
                                        Title:  Vice President






<PAGE>

     ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written  and agree to waive  the  requirements  of  Section  7.1(a)  and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal  quarter ended  November 30, 2006 and the Annual  Statements for the year
ended August 31, 2005 and the related  compliance  certificates  be delivered in
accordance  with the time  periods  set  forth in  Sections  7.1(a)  and (b) and
Section 7.2, provided that, such Quarterly  Statements and Annual Statements are
delivered  to the  holders  of the  Notes no later  than  March  31,  2007.  The
execution,  delivery  and  effectiveness  of this letter  shall not operate as a
waiver of any  provision of the Note Purchase  Agreement or any right,  power or
remedy of any holder of the Notes under the Note Purchase  Agreement,  except to
the specific extent and under the conditions set forth herein.

     The holder confirms, that it holds $1,400,000 aggregate principal amount of
the Notes.

                               UNION SECURITY INSURANCE COMPANY

                               By: Prudential Private Placement Investors, L.P.
                                   (as Investment Advisor)

                               By: Prudential Private Placement Investors, Inc.
                                   (as its General Partner)


                                   By  /s/ Jay White
                                       Name:  Jay White
                                       Title:  Vice President









<PAGE>

     ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written  and agree to waive  the  requirements  of  Section  7.1(a)  and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal  quarter ended  November 30, 2006 and the Annual  Statements for the year
ended August 31, 2005 and the related  compliance  certificates  be delivered in
accordance  with the time  periods  set  forth in  Sections  7.1(a)  and (b) and
Section 7.2, provided that, such Quarterly  Statements and Annual Statements are
delivered  to the  holders  of the  Notes no later  than  March  31,  2007.  The
execution,  delivery  and  effectiveness  of this letter  shall not operate as a
waiver of any  provision of the Note Purchase  Agreement or any right,  power or
remedy of any holder of the Notes under the Note Purchase  Agreement,  except to
the specific extent and under the conditions set forth herein.

     The holder confirms, that it holds $4,000,000 aggregate principal amount of
the Notes.

                                TIME INSURANCE COMPANY

                                By: Prudential Private Placement Investors, L.P.
                                    (as Investment Advisor)

                                By: Prudential Private Placement Investors, Inc.
                                    (as its General Partner)


                                    By  /s/ Jay White
                                        Name:  Jay White
                                        Title: Vice President






<PAGE>

     ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written  and agree to waive  the  requirements  of  Section  7.1(a)  and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal  quarter ended  November 30, 2006 and the Annual  Statements for the year
ended August 31, 2005 and the related  compliance  certificates  be delivered in
accordance  with the time  periods  set  forth in  Sections  7.1(a)  and (b) and
Section 7.2, provided that, such Quarterly  Statements and Annual Statements are
delivered  to the  holders  of the  Notes no later  than  March  31,  2007.  The
execution,  delivery  and  effectiveness  of this letter  shall not operate as a
waiver of any  provision of the Note Purchase  Agreement or any right,  power or
remedy of any holder of the Notes under the Note Purchase  Agreement,  except to
the specific extent and under the conditions set forth herein.

     The  holder  confirms,  that it holds  $29,000,000.00  aggregate  principal
amount of the Notes.

                                      MIDLAND NATIONAL LIFE INSURANCE COMPANY



                                      By  /s/ Kaitlin Trinh
                                          Name: Kaitlin Trinh
                                          Title:  Director








<PAGE>

     ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written  and agree to waive  the  requirements  of  Section  7.1(a)  and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal  quarter ended  November 30, 2006 and the Annual  Statements for the year
ended August 31, 2005 and the related  compliance  certificates  be delivered in
accordance  with the time  periods  set  forth in  Sections  7.1(a)  and (b) and
Section 7.2, provided that, such Quarterly  Statements and Annual Statements are
delivered  to the  holders  of the  Notes no later  than  March  31,  2007.  The
execution,  delivery  and  effectiveness  of this letter  shall not operate as a
waiver of any  provision of the Note Purchase  Agreement or any right,  power or
remedy of any holder of the Notes under the Note Purchase  Agreement,  except to
the specific extent and under the conditions set forth herein.

     The holder confirms, that it holds $6,000,000 aggregate principal amount of
the Notes.

                                        NORTH AMERICAN COMPANY FOR LIFE AND
                                        HEALTH INSURANCE



                                        By  /s/ Kaitlin Trinh
                                            Name: Kaitlin Trinh
                                            Title: Director








<PAGE>

     ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written  and agree to waive  the  requirements  of  Section  7.1(a)  and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal  quarter ended  November 30, 2006 and the Annual  Statements for the year
ended August 31, 2005 and the related  compliance  certificates  be delivered in
accordance  with the time  periods  set  forth in  Sections  7.1(a)  and (b) and
Section 7.2, provided that, such Quarterly  Statements and Annual Statements are
delivered  to the  holders  of the  Notes no later  than  March  31,  2007.  The
execution,  delivery  and  effectiveness  of this letter  shall not operate as a
waiver of any  provision of the Note Purchase  Agreement or any right,  power or
remedy of any holder of the Notes under the Note Purchase  Agreement,  except to
the specific extent and under the conditions set forth herein.

     The holder confirms,  that it holds $30,000,000  aggregate principal amount
of the Notes.

                                TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY



                                By  /s/ Debra R. Thompson
                                    Name: Debra R. Thompson
                                    Title:  Vice-President









<PAGE>

     ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written  and agree to waive  the  requirements  of  Section  7.1(a)  and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal  quarter ended  November 30, 2006 and the Annual  Statements for the year
ended August 31, 2005 and the related  compliance  certificates  be delivered in
accordance  with the time  periods  set  forth in  Sections  7.1(a)  and (b) and
Section 7.2, provided that, such Quarterly  Statements and Annual Statements are
delivered  to the  holders  of the  Notes no later  than  March  31,  2007.  The
execution,  delivery  and  effectiveness  of this letter  shall not operate as a
waiver of any  provision of the Note Purchase  Agreement or any right,  power or
remedy of any holder of the Notes under the Note Purchase  Agreement,  except to
the specific extent and under the conditions set forth herein.

     The holder confirms, that it holds $5,000,000 aggregate principal amount of
the Notes.

                                TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY



                                By /s/ Debra R. Thompson
                                   Name: Debra R. Thompson
                                   Title:  Vice-President








<PAGE>

     ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written  and agree to waive  the  requirements  of  Section  7.1(a)  and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal  quarter ended  November 30, 2006 and the Annual  Statements for the year
ended August 31, 2005 and the related  compliance  certificates  be delivered in
accordance  with the time  periods  set  forth in  Sections  7.1(a)  and (b) and
Section 7.2, provided that, such Quarterly  Statements and Annual Statements are
delivered  to the  holders  of the  Notes no later  than  March  31,  2007.  The
execution,  delivery  and  effectiveness  of this letter  shall not operate as a
waiver of any  provision of the Note Purchase  Agreement or any right,  power or
remedy of any holder of the Notes under the Note Purchase  Agreement,  except to
the specific extent and under the conditions set forth herein.

     The holder confirms,  that it holds $16,000,000  aggregate principal amount
of the Notes.

                                        UNITED OF OMAHA LIFE INSURANCE COMPANY



                                        By /s/ Curtis R. Caldwell
                                           Name:  Curtis R. Caldwell
                                           Title: Vice President








<PAGE>

     ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written  and agree to waive  the  requirements  of  Section  7.1(a)  and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal  quarter ended  November 30, 2006 and the Annual  Statements for the year
ended August 31, 2005 and the related  compliance  certificates  be delivered in
accordance  with the time  periods  set  forth in  Sections  7.1(a)  and (b) and
Section 7.2, provided that, such Quarterly  Statements and Annual Statements are
delivered  to the  holders  of the  Notes no later  than  March  31,  2007.  The
execution,  delivery  and  effectiveness  of this letter  shall not operate as a
waiver of any  provision of the Note Purchase  Agreement or any right,  power or
remedy of any holder of the Notes under the Note Purchase  Agreement,  except to
the specific extent and under the conditions set forth herein.

     The holder confirms, that it holds $9,000,000 aggregate principal amount of
the Notes.

                                                BANC OF AMERICA SECURITIES LLC



                                                By /s/ William T. White
                                                   Name: William T. White
                                                   Title: Managing Director