**Exhibit 10(v)**

 

 

|   | Amended as of  November 2, 2004 |
|--------|--------------------------------------|

 

**MEDICAL EXPENSE REIMBURSEMENT PLAN**

 

**ARTICLE I- INTRODUCTION**

 

I-1           Purpose

 

The Family DollarMEDICAL EXPENSE REIMBURSEMENT PLAN (the “plan”) has been established by FamilyDollar Stores, Inc. (the “employer”), a Delaware corporation, to provide forreimbursement by an insurance provider of certain medical expenses incurred byits eligible associates and their dependents of the employer’s direct andindirect subsidiaries (the “affiliates”).

 

I-2                                  EffectiveDate

 

The “effectivedate” of the plan as set forth herein is January 1, 1978.

 

I-3                                  Administrationof the Plan

 

TheSenior Vice President-Finance of the employer shall be “named fiduciary” (asdescribed in Section 402 of the Employee Retirement Income Security Act of1974) and shall control and manage the operation of the plan.  Any documents required to be filed with thenamed fiduciary will be considered properly filed if delivered or mailed byregistered mail, postage prepaid, to the named fiduciary in care of theemployer at Post Office Box 1017 Charlotte, North Carolina 28201 — 1017.

 

## **ARTICLE II –MEMBERSHIP**

 

Each associate of the employer or anaffiliate will become a member in the plan on the effective date or on thefirst day of employment thereafter if the associate then is a “participatingassociate”.  A participating associate isan associate who:

 

(a)                                  isa full-time associate (that is, an associate who ordinarily and on a regularbasis works for the employer or an affiliate more than 20 hours per week); and

 

(b)                                 isthe Chairman of the Board and Chief Executive Officer, President, Vice Chairmanand Chief Financial Officer, Executive Vice President, Senior Vice President,Vice President, Treasurer, Secretary, Controller, General Counsel, AssistantGeneral Counsel, Assistant Treasurer, Divisional Vice President, Regional VicePresident or Assistant Secretary of the employer or an affiliate.

 

## **ARTICLE III – PLANBENEFITS**

 

III-1                          Amountof Benefit

 

----

 

Subjectto the conditions and limitations of the plan, for the calendar year commencingJanuary 1, 1978 each participating associate will be entitled toreimbursement from the insurance provider for the employer or an affiliate ofthe medical care costs (as defined in paragraph III-2) paid during eachcalendar year with respect to the particular associate’s family unit (asdefined in paragraph III-3) to the extent that such costs do not exceed anamount equal to the smallest of:

 

(a)                                  thetotal medical care costs of the participating associate’s family unit paid duringthat calendar year; or

 

(b)                                 $20,000

 

provided, however, thatany participating associate will be entitled to reimbursement set forth asfollows:

 

(a)                                  Chairmanof the Board and Chief Executive Officer, Vice Chairman and Chief FinancialOfficer and any participating associate who first became a participatingassociate before September 1, 1983 will be entitled to reimbursement fromthe insurance provider for the employer or an affiliate of ninety (90%)percent;

 

(b)                                 Allother participating associates will be entitled to reimbursement from theinsurance provider for the employer or an affiliate of seventy (70%) percent;

 

of the medical carecosts (as defined in paragraph III-2) paid during that calendar year withrespect to the particular associate’s family unit (as defined in paragraphIII-3), but in no event shall such reimbursement exceed an amount equal to thesmallest of:

 

(a)                                  ten(10%) percent of such participating associate’s regular weekly base salary(exclusive of bonuses and other payments and benefits) in effect on the date hebecomes a participating associate, as such salary is adjusted and in effect on January 1of each subsequent year, multiplied by 52 (or such lower number as shall beequal to the number of full weeks remaining in the calendar year after the dateon which he becomes a participating associate); or

 

(b)                                 $20,000.

 

III-2                          MedicalCare Costs

 

The term “medical carecosts”, as used in the plan, means amounts paid by a member for:

 

(a)                                  diagnosis,cure, mitigation, treatment or prevention of disease, or for the purpose ofaffecting any structure or function of the body, including, by way of examplebut not of limitation, amounts paid for:

(i)                                     operationsor treatments affecting any portion of the body, including obstetrical expensesand expenses of therapy or X-ray treatments;

(ii)                                  theprevention or alleviation of a physical or mental defect or illness;

(iii)                               hospital services,nursing services (including nurses’ board where paid by the member), medicallaboratory, surgical, dental and other diagnostic and healing services, X-rays,medicine and drugs and ambulance hire;

(iv)                              eyeglasses, a seeing-eye dog, artificial teeth and limbs, wheel chair andcrutches;

(v)                                 in-patienthospital care (including the cost of meals and lodging therein);

 

2

----

 

(vi)                              carein an institution other than a hospital where an individual is in aninstitution because his condition is such that the availability of medical carein such institution is a principal reason for his presence there, and meals andlodging are furnished as a necessary incident to such care, including theentire cost of institutional care for a person who is mentally ill and unsafewhen left alone; except that where an individual is in an institution and hiscondition is such that the availability of medical care in such institution isnot a principal reason for his presence there, only that part of the cost forcare in the institution which is attributable to medical care or nursingattention furnished to him will be considered an amount paid for medical care,and, in such case, meals and lodging at the institution are not considered acost of medical care;

(vii)                           medicine and drugs(excluding toiletries and cosmetics) which are legally procured and which aregenerally accepted as falling within the categories of medicine and drugs(whether or not requiring a prescription);

 

(b)                                 transportation(costs based on the then current Internal Revenue Service allowance) primarilyfor and essential to medical care referred to in subparagraph (a) above; and

 

(c)                                  insurancecoverage medical care referred to in subparagraphs (a) and (b) above.

 

In no event shallmedical care costs include any item which is not included within the meaning of“medical care” as defined in Section 213(e) of the Internal Revenue Codeof 1954, or any comparable provision of any future legislation that amends,supplements or supersedes that section.

 

III-3                          FamilyUnit

 

The term “family unit”or “member”, as applied to any participating associate of the employer or anaffiliate, means the participating associate, the associate’s spouse and suchof the associate’s children as are dependents within the meaning of Section 152of the Internal Revenue Code of 1954, or any comparable provision of any futurelegislation that amends, supplements or supersedes that section.

 

III-4                          Mannerof Making Payments

 

The insurance providerfor the employer or an affiliate shall reimburse each participating associateas soon as practicable for the portion of his family unit’s medical care costspaid during the calendar year that is payable to him under paragraph III-1,provided that prior to any such payment and to the date of the participatingassociate’s termination of employment the named fiduciary receives evidenceacceptable to him that such medical care costs have been paid by theparticipating associate or any other member of the family unit.  In no event will any portion of a family unit’smedical care costs paid during any calendar year be reimbursed by the insuranceprovider under the plan more than 90 days after the end of that calendar year.

 

3

----

 

III-5                          Benefitsof Terminated Participating Associates

 

The participation in theplan by an associate shall end when the associate’s employment by the employeror an affiliate ends or the associate is no longer a “participating associate”as defined in Article II above.  Ifa participating associate’s employment by the employer or an affiliate isterminated for any reason, then any amount payable to him under the planimmediately prior to his termination shall be paid to him or if a participatingassociate’s employment by the employer or an affiliate is terminated by reasonof his death, then any amount that has become payable to him under the plan asof the date of his death shall, in the discretion of the named fiduciary, bepaid to either his spouse or his estate.

 

III-6                          Facilityof Payment

 

When a participatingassociate is under legal disability or, in the named fiduciary’s opinion, isincapacitated in any way so as to be unable to manage his financial affairs,the named fiduciary may authorize the insurance provider to make paymentsreimbursing his family unit’s medical care costs to the participating associate’slegal representative, or to his spouse, or the named fiduciary may authorizethe insurance provider to apply the payment for the benefit of theparticipating associate in any way the name fiduciary considers advisable.

 

### **ARTICLE IV– FINANCING PLAN BENEFITS**

 

The employer shall havethe right to (a) pay benefits from its general assets, (b) insure any benefitsunder the Plan, and/or (c) establish any fund or trust for the holding ofcontributions or payment of benefits under this plan, either as mandated by lawor as the employer deems advisable. Notwithstanding the preceding sentence, the employer or an affiliateexpects and intends to make an arrangement with an insurance provider to fullyinsure all benefits under the Plan.

 

 

### **ARTICLE V–MISCELLANEOUS**

 

V-1                              Informationto be Furnished by Participating Associates

 

Members must furnish tothe named fiduciary such documents, evidence, data or information as the namedfiduciary considers necessary or desirable for the purpose of administering theplan or for the employer’s or an affiliate’s protection.  The provisions of the plan for each memberare on the condition that the member furnish full, true and complete data,evidence or other information

 

4

----

 

and that the member willpromptly sign any documents related to the plan requested by the namedfiduciary.

 

V-2                              AssociateRights

 

The plan does notconstitute a contact of employment and participation in the plan will not giveany participating associate the right to be retained in the employ of theemployer or an affiliate, nor will participation in the plan give any memberany right or claim to any benefit under the plan, unless such right or claimhas specifically accrued under the terms of the plan.

 

V-3                              Fiduciary’sDecision Final

 

Any interpretation ofthe plan and any decision on any matter within his discretion made by the namedfiduciary in good faith is binding on all persons.  A misstatement or other mistake of fact shallbe corrected when it becomes known, and the named fiduciary shall make suchadjustment on account thereof as he considers equitable and practicable.  Any associate, former associate, orbeneficiary of either, who feels aggrieved by any action of the named fiduciary,shall be entitled, upon request to the named fiduciary to receive a writtennotice of such action, together with a full and clear statement of the reasonsfor the action.  If the claimant wishesfurther consideration of his position, he may obtain a form from the namedfiduciary on which to request a hearing. Such form, together with a written statement of the claimant’s position,shall be filed with the named fiduciary no later than ninety (90) days afterreceipt of the written notification provided for above.  The named fiduciary shall schedule anopportunity for a full and fair hearing of the issue within the next thirty(30) days.  The decision following suchhearing shall be made within thirty (30) days, and shall be communicated inwriting to the claimant.

 

V-4                              UniformRules

 

In managing, the plan,the named fiduciary shall apply uniform rules to all members similarlysituated, except as otherwise provided in the plan.

 

V-5                              Genderand Number

 

Where the contextadmits, words in the masculine gender shall include the feminine and neutergenders, the plural shall include the singular and the singular shall includethe plural.

 

V-6                              Absenceof Guaranty

 

None of the employer orits affiliates or their stockholders, Board of Directors or officers, in anyway guarantees any payment to any person.

 

5

----

 

V-7                              Actionby Employer

 

Any action by theemployer or its affiliates shall be by resolution of their Boards of Directorsor by a person authorized by resolution of their Boards of Director.

 

V-8                              ControllingLaw

 

The laws of NorthCarolina shall be the controlling state law in all matters relating to theplan, and shall be applicable to the extent that they are not preempted by thelaws of the United States of America.

 

V-9                              InterestsNot Transferable

 

Except as to any debtowing to the employer or an affiliate, the interests of the participatingassociates and members of their family unit under the plan are not subject tothe claims of their creditors and may not be transferred or encumbered.

 

### **ARTICLE VI–AMENDMENT OR TERMINATIONS**

 

VI-1                          Amendment

 

While the employerexpects to continue the plan, it must necessarily reserve and reserves theright to amend the plan from time to time, except that any amount that hasbecome payable under the plan to any person prior to the date on which suchamendment is adopted shall be paid by the employer or affiliate in accordancewith the terms of the plan in effect prior to that date.

 

VI-2                          Termination

 

The plan will terminateon the first to occur of the following:

 

(a)                                  thedate it is terminated by the employer;

(b)                                 thedate the employer is judicially declared bankrupt or insolvent; or

(c)                                  thedissolution, merger, consolidation or reorganization of the employer, or thesale by the employer of all or substantially all of its assets, except that inany such event arrangements may be made whereby the plan will be continued byany successor to the employer or by any purchaser of all or substantially allof the employer’s assets, in which case the successor or purchaser will besubstituted for the employer under the plan.

 

If theplan is terminated in accordance with subparagraph (a) or (c) above, any amountthat has become payable under the plan to any person prior to the date oftermination shall be paid by the employer or an affiliate in accordance withthe terms of the plan.

 

6

----