**Exhibit 10.33**

 

**FAMILY DOLLAR**

**COMPENSATION DEFERRAL PLAN**

**(as amended and restated effective January 1,2005)**

 

**1.****                                      Name:**

 

Thisplan shall be known as the “Family Dollar Compensation Deferral Plan” (the “Plan”).

 

**2.****                                      Purposeand Intent:**

 

FamilyDollar Stores, Inc. and Family Dollar, Inc. (collectively, the “Corporation”)established this Plan effective March 30, 2003 for the purpose ofproviding certain of its associates with the opportunity to defer payment ofcertain base salary and annual bonuses in accordance with the terms andprovisions set forth herein.  TheCorporation is hereby amending and restating the Plan effective as of January 1,2005 (the “Restatement Date”) to reflect certain design changes in order forthe Plan to comply with the requirements of Section 409A of the InternalRevenue Code of 1986, as amended, and to otherwise meet current needs.  It is the intent of the Corporation thatamounts deferred under the Plan by an associate shall not be taxable to theassociate for income tax purposes until the time actually received by theassociate. The provisions of the Plan shall be construed and interpreted toeffectuate that intent.

 

**3.****                                      Definitions:**

 

Forpurposes of the Plan, the following terms have the following meanings:

 

“Account”means the account established to record a Participant’s interest under the Planattributable to amounts credited to the Participant pursuant to the Plan. TheAccount shall be a bookkeeping entry only and shall be utilized solely as adevice for the measurement and determination of the amounts to be paid to aParticipant, or his or her Beneficiary, pursuant to the Plan.

 

“AnnualBonus” means, with respect to a Participant, any annual bonus payable tothe Participant pursuant to any bonus compensation plan of a ParticipatingEmployer approved for purposes of this Plan by the Plan Committee, providedthat any such plan shall provide for “performance-based compensation” withinthe meaning of Code Section 409A.

 

“Associate”means an individual employed by a Participating Employer.

 

“Beneficiary”means any person or trust designated by a Participant in accordance withprocedures adopted by the Plan Committee to receive the Participant’s Accountin the event of the Participant’s death. If the Participant does not designatea Beneficiary, the Participant’s Beneficiary is his or her spouse, or if notthen living, his or her estate.

 

“Board”means the Board of Directors of Family Dollar Stores, Inc.

 

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“CEO”means the Chief Executive Officer of Family Dollar Stores, Inc.

 

“Class YearDeferrals” means, for each Plan Year beginning on or after January 1,2006, the deferrals under Paragraph 5(b) below of a Participant’s basesalary for the Plan Year plus the deferral of any portion of the Participant’sAnnual Bonus earned for services rendered during the fiscal year of theCorporation ending during such Plan Year, including any related adjustments fordeemed investments in accordance with Paragraph 5(d) below.

 

“Code”means the Internal Revenue Code of 1986, as amended from time to time, andincludes any valid and binding governmental regulations, court decisions andother regulatory and judicial authority issued or rendered thereunder.

 

“CompensationCommittee” means the committee of individuals who are serving from time totime as the Compensation Committee of the Board.

 

“Disability”means “disability” as defined under applicable laws for purposes of receivingSocial Security benefits.  A “Disabled”Participant means a Participant suffering from a Disability.  A Participant’s “Date of Disability”is the date that the Plan Committee is first notified that the Participant isDisabled.

 

“EligibleAssociate” means an Associate designated as an Eligible Associate pursuantto Paragraph 5(a).

 

“Participant”means an Eligible Associate who has elected to defer compensation under thePlan as provided in Paragraph 5(b).

 

“ParticipatingEmployer” means the Corporation and any other incorporated orunincorporated trade or business that adopts the Plan.

 

“PaymentSub-Account” means a portion of a Participant’s Account established by thePlan Committee to facilitate the administration of distributions under thePlan, including without limitation Payment Sub-Accounts representing (i) eachseparate set of Class Year Deferrals and (ii) each separate set of deferralsrelated to Plan Years before January 1, 2006.

 

“PlanCommittee” means the administrative committee under the Savings Plan.

 

“PlanYear” means the calendar year.

 

“SavingsPlan” means the Family Dollar Employee Savings and Retirement Plan and Trust,as in effect from time to time.

 

“Separationfrom Service” means a Participant’s “separation from service” with theParticipating Employers within the meaning of Code Section 409A.

 

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**4.****                                      Administration:**

 

The Plan Committee shallbe responsible for administering the Plan. The Plan Committee shall have all ofthe powers necessary to enable it to properly carry out its duties under thePlan. Not in limitation of the foregoing, the Plan Committee shall have thepower to construe and interpret the Plan and to determine all questions thatarise thereunder. The Plan Committee shall have such other and furtherspecified duties, powers, authority and discretion as are elsewhere in the Planeither expressly or by necessary implication conferred upon it. The PlanCommittee may appoint any agents that it deems necessary for the effectiveperformance of its duties, and may delegate to those agents those powers andduties that the Plan Committee deems expedient or appropriate that are notinconsistent with the intent of the Plan. All decisions of the CEO, the PlanCommittee and the Compensation Committee upon all matters within the scope ofhis or its authority shall be made in the Chief Executive Officer’s, PlanCommittee’s or Compensation Committee’s sole discretion and shall be final andconclusive on all persons, except to the extent otherwise provided by law.

 

**5.****                                      Eligibility,Deferrals and Account Adjustments:**

 

(a)                                  Eligibility.For each Plan Year, (i) the Compensation Committee shall designate whichAssociates who are “named executive officers” in the Corporation’s annual proxystatement shall be Eligible Associates for the Plan Year, and (ii) the CEOshall designate which Associates other than the “named executive officers”shall be Eligible Associates for the Plan Year; provided, however,that the determination of Eligible Associates shall be made consistent with therequirement that the Plan be a “top hat” plan for purposes of the AssociateRetirement Income Security Act of 1974, as amended. An Associate designated asan Eligible Associate with respect to one Plan Year need not be designated asan Eligible Associate for any subsequent Plan Year.

 

(b)                                 Electionsto Defer. A person who is an Eligible Associate for a Plan Year may electto defer a percentage of the Eligible Associate’s base salary for the Plan Yearand a percentage of any Annual Bonus for performance during the fiscal year ofthe Corporation ending during the Plan Year. The Plan Committee shall establishfrom time to time the minimum and maximum percentages for deferral elections,which may be different for elections to defer base salary and elections todefer Annual Bonuses and which may vary among groups of Eligible Associates.  Elections to defer base salary or AnnualBonuses for a Plan Year must be made before the first day of the Plan Year, providedthat a newly hired Eligible Associate who first becomes eligible to participatein the Plan after the start of the Plan Year may make such deferral electionwithin thirty (30) days after first becoming eligible to participate in thePlan as notified by the Plan Committee.  Allelections made under this Paragraph 5(b) shall be made in writing on aform, or pursuant to other non-written procedures, as may be prescribed fromtime to time by the Plan Committee and shall be irrevocable for the Plan Year.An election to defer made by an Eligible Associate with respect to any basesalary or Annual Bonus payable for a Plan Year shall not automatically applywith respect to any base salary or Annual Bonus payable for any subsequent PlanYear.  Amounts deferred under the Planshall not be taken into account for purposes of determining contributions orallocations under the Savings Plan.

 

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(c)                                  Establishmentof Accounts. A Participating Employer shall establish (or cause to beestablished) an Account for each Participant employed by the ParticipatingEmployer. Each Account shall be designated by the name of the Participant forwhom established. The amount of any base salary or Annual Bonus deferred by aParticipant shall be credited to the Participant’s Account as of the date thebase salary or Annual Bonus would have otherwise been paid to the Participant.

 

(d)                                 AccountAdjustments for Deemed Investments. The Plan Committee shall from time totime designate one or more investment vehicle(s) in which the Accounts ofParticipants shall be deemed to be invested. Each Participant may designate theinvestment vehicle(s) in which his or her Account shall be deemed to beinvested according to the procedures developed by the Plan Committee, except asotherwise required by the terms of the Plan. No Participating Employer shall beunder an obligation to acquire or invest in any of the deemed investmentvehicle(s), and any acquisition of or investment in a deemed investment vehicleby a Participating Employer shall be made in the name of the ParticipatingEmployer and shall remain the sole property of the Participating Employer. ThePlan Committee shall also establish from time to time a default investmentvehicle into which a Participant’s Account shall be deemed to be invested ifthe Eligible Associate fails to provide investment instructions to the PlanCommittee.  Account adjustments shall beapplied pro rata among a Participant’s various Payment Sub-Accounts.

 

(e)                                  Timingof Adjustments. The adjustments to Accounts for deemed investments asprovided in Paragraph 5(d) shall be made from time to time at suchintervals as determined by the Plan Committee. The Plan Committee may determinethe frequency of account adjustments by reference to the frequency of Accountadjustments under another plan sponsored by a Participating Employer. Theamount of the adjustment shall equal the amount that the Participant’s Accountwould have earned (or lost) for the period since the last adjustment had theAccount actually been invested in the deemed investment vehicle(s) designatedby the Participant for the period.

 

(f)                                    OtherContributions.  A ParticipatingEmployer may from time to time, in its sole and exclusive discretion, elect tocredit a Participant’s Account with additional amounts not otherwisecontemplated by this Paragraph 5, which amounts shall be subject to theprovisions hereof related to Account adjustments and payments.  Any such amounts shall be included as part ofthe Class Year Deferrals for the Plan Year credited.

 

(g)                                 Statementsof Account. Each Participant shall receive a statement of the Participant’sAccount balance no less frequently than annually.

 

## **6.****                                     ****Distribution Provisions for 2005:**

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### (a)                                  In-Service Withdrawals.  EachParticipant who is in the active service of a Participating Employer shall begiven the opportunity up through November 30, 2005 (or such other dateduring 2005 as selected by the Plan Committee) to elect a distribution of someor all of the Participant’s Account balance as of such date and to cancel anydeferral elections that would otherwise apply during December 2005.  Such distribution shall be made on or before December 31,2005.  Unless otherwise specified, adistribution under this Paragraph 6(a) of less than a

 

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### Participant’s entire Account balance shall be made pro rata from eachPayment Sub-Account maintained under the Plan for the Participant.

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### (b)                                 Special Payment Elections.  EachParticipant employed with the Corporation as of a date specified by the PlanCommittee prior to December 31, 2006 shall be given the opportunity duringan election window specified by the Plan Committee ending no later than December 31,2006 to make a payment election applicable separately to each PaymentSub-Account maintained under the Plan for the Participant, in each case to theextent such amounts are not otherwise withdrawn during 2005 pursuant toParagraph 6(a) above.  TheParticipant may in each case elect from among the payment options set forth inParagraph 7(b) below, and such election shall be immediatelyeffective.  In the event a Participantcovered by this Paragraph 6(b) fails to make a payment election withrespect to any Payment Sub-Account, the payment method shall be (x) the paymentmethod most recently elected by the Participant under the Plan according to therecords of the Plan Committee, even if that prior payment election had not yetbecome effective, or (y) in the absence of any such prior payment election, alump sum payment following Separation from Service or Disability as set forthin Paragraph 7(b) below.  Anysubsequent change to such payment election must comply with the requirements ofParagraph 7(c) below.  Paymentspursuant to such election shall otherwise be subject to the requirements ofParagraph 7 below.

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## **7.****                                     ****Distribution Provisions After2005:**

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### (a)                                  Class Year Payment Elections.  AParticipant for any Plan Year beginning on or after January 1, 2006 shallelect from among the available forms of payment set forth in Paragraph 7(b) belowthe form of payment that shall apply to the Payment Sub-Account comprised ofthe Class Year Deferrals for each such Plan Year.  The payment election shall be made coincidentwith the deferral elections under Paragraph 5(b) above for such Plan Year.

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### (b)                                 Available Forms of Payment.  AParticipant shall select from among the following forms of payment for eachPayment Sub-Account to which separate payment elections are made availablepursuant to Paragraphs 6(b) and 7(a) above.  The Participant must select a single form ofpayment applicable to each Payment Sub-Account (i.e., a Payment Sub-Account maynot be “split” among more than one form of payment):

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(i)                                     LumpSum Payment Following Separation from Service or Disability.  The balance of the applicable PaymentSub-Account shall be payable in a single cash payment as soon asadministratively practicable after the earlier of (A) six months after theParticipant’s Separation from Service or (B) the Participant’s Date ofDisability; or

 

(ii)                                  LumpSum Payment In Specified Year.  Thebalance of the applicable Payment Sub-Account shall be payable in a single cashpayment during the first 90 days of the calendar year elected by theParticipant; provided, however, that the payment shall be made assoon as administratively practicable after the earlier of (A) six

 

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months after the Participant’s Separation from Service or (B) theParticipant’s Date of Disability; or

 

(iii)                               AnnualInstallments Following Separation from Service or Disability.  The balance of the applicable PaymentSub-Account shall be payable in annual installments over a period of five (5) orten (10) years as selected by the Participant commencing as soon asadministratively practicable after the earlier of (A) six months after theParticipant’s Separation from Service or (B) the Participant’s Date ofDisability; or

 

(iv)                              AnnualInstallments Commencing In Specified Year. The balance of the applicable Payment Sub-Account shall be payable inannual installments over a period of five (5) or ten (10) years as selectedby the Participant commencing during the first 90 days of the calendar yearelected by the Participant; provided, however, that theinstallments shall commence as soon as administratively practicable after theearlier of (A) six months after the Participant’s Separation from Serviceor (B) the Participant’s Date of Disability.

 

A Participant who fails to make a payment election for a PaymentSub-Account in accordance with the provisions of this Paragraph 7(b) shallbe deemed to have elected for such Payment Sub-Account****alump sum payment following Separation from Service or Disability.

 

### (c)                                  Subsequent Changes to Payment Elections.  AParticipant who is in the active service of a Participating Employer may changethe timing or form of payment elected under Paragraph 7(b)(ii) or (iv) above,or the timing or form of payment subsequently elected under this Paragraph7(c), with respect to a Payment Sub-Account only if (i) such election ismade at least twelve (12) months prior to the date the payment of the PaymentSub-Account would have otherwise commenced and (ii) the effect of suchelection is to defer commencement of such payments by at least five (5) years.

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### (d)                                 Default Lump Sum Payment. Notwithstanding any provision herein to the contrary, a Participant’sentire Account balance shall be payable in a single cash payment on or as soonas administratively practicable after the Participant’s Separation from Serviceif, as of the Participant’s date of Separation from Service, either (i) theParticipant has less than two (2) years of employment (measured from theParticipant’s hire date) or (ii) the balance of the Participant’s Accountis less than $25,000.

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(e)                                  Installments.  If amounts are payable to a Participant inthe form of annual installments, the first annual installment shall be paidcommencing per the applicable election set forth in Paragraph 7(b) above,and each subsequent annual installment shall be paid on or about theanniversary of the first installment. The amount payable on each payment date shall be equal to the balance ofthe applicable Sub-Account Account on the applicable payment date divided bythe number of remaining installments (including the installment then payable).

 

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(f)                                    Death.  If a Participant dies after having commencedinstallment payments, any remaining unpaid installment payments shall be paidto the Participant’s Beneficiary as and when they would have otherwise beenpaid to the Participant had the Participant not died. If a Participant Separatesfrom Service due to death, the Participant’s Account shall be payable to theParticipant’s Beneficiary commencing as soon as administratively practicableafter the Participant’s death in the form of either a single cash payment orfive (5) or ten (10) annual installments as elected by theParticipant pursuant to this Paragraph 7(f).  Such payment method election shall be made bythe Participant at such time or times and pursuant to such procedures as thePlan Committee may establish from time to time consistent with the requirementsof Code Section 409A.  If aParticipant fails to make a payment method election under this Paragraph 7(f),the method of payment to the Beneficiary shall be a single cash payment.

 

### (g)                                 Withdrawals on Account of an UnforeseeableEmergency.  A Participant who is in active service with aParticipating Employer may, if permitted by the Plan Committee, receive arefund of all or any part of the amounts previously credited to the Participant’sAccount in the case of an “unforeseeable emergency.”  A Participant requesting a payment pursuantto this Paragraph 7(g) shall have the burden of proof of establishing, tothe Plan Committee’s satisfaction, the existence of an “unforeseeableemergency,” and the amount of the payment needed to satisfy the same. In thatregard, the Participant must provide the Plan Committee with such financialdata and information as the Plan Committee may request. If the Plan Committeedetermines that a payment should be made to a Participant under this Paragraph7(g), the payment shall be made within a reasonable time after the PlanCommittee’s determination of the existence of the “unforeseeable emergency” andthe amount of payment so needed. As used herein, the term “unforeseeableemergency” means a severe financial hardship to a Participant resulting from asudden and unexpected illness or accident of the Participant or of a dependentof the Participant, loss of the Participant’s property due to casualty, orother similar extraordinary and unforeseeable circumstances arising as a resultof events beyond the control of the Participant. The circumstances thatconstitute an “unforeseeable emergency” shall depend upon the facts of eachcase, but, in any case, payment may not be made to the extent that the hardshipis or may be relieved (i) through reimbursement or compensation byinsurance or otherwise, or (ii) by liquidation of the Participant’sassets, to the extent the liquidation of such assets would not itself causesevere financial hardship. Examples of what are not considered to be “unforeseeableemergencies” include the need to send a Participant’s child to college or thedesire to purchase a home. Withdrawals of amounts because of an “unforeseeableemergency” may not exceed an amount reasonably needed to satisfy the emergencyneed.

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### (h)                                 Other Payment Provisions.  To beeffective, any elections under Paragraphs 6 or 7 herein shall be made on suchform, at such time and pursuant to such procedures as determined by the PlanCommittee in its sole discretion from time to time. Any deferral or paymenthereunder shall be subject to applicable payroll and withholding taxes.  In the event any amount becomes payable underthe provisions of the Plan to a Participant, Beneficiary or other person who isa minor or an incompetent, whether or not declared incompetent by a court, suchamount may be paid directly to the minor or incompetent person or to suchperson’s fiduciary (or attorney-in-fact in the case of an incompetent) as the PlanCommittee, in its sole discretion, may decide, and the Plan Committee shall notbe liable to any person for any such decision or any payment pursuant thereto.

 

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**8.****                                      Amendment,Modification and Termination of the Plan:**

 

TheBoard shall have the right and power at any time and from time to time to amendthe Plan in whole or in part and at any time to terminate the Plan; provided,however, that no amendment or termination may reduce the amount actuallycredited to a Participant’s Account on the date of the amendment ortermination, or further defer the due dates for the payment of the amounts,without the consent of the affected Participant. Notwithstanding any provisionof the Plan to the contrary but only to the extent permitted by Code Section 409A,in connection with any termination of the Plan the Compensation Committee shallhave the authority to cause the Accounts of all Participants (and Beneficiariesof any deceased Participants) to be paid in a single cash payment as of a datedetermined by the Compensation Committee or to otherwise accelerate the paymentof all Accounts in such manner as the Compensation Committee determines in itsdiscretion.

 

**9.****                                      ClaimsProcedures:**

 

Claimsfor benefits under the Plan shall be addressed pursuant to the claimsprocedures applicable under the Savings Plan. Any decision pursuant to such claims procedures shall be final andconclusive upon all persons interested therein, except to the extent otherwiseprovided by applicable law.

 

**10.****                               Indemnityof Plan Committee:**

 

TheParticipating Employers shall indemnify and hold harmless the Plan Committee(and each individual member thereof) and any Associate to whom the duties ofthe Plan Committee may be delegated from and against any and all claims,losses, damages, expenses or liabilities arising from any action or failure toact with respect to the Plan, except in the case of willful misconduct by thePlan Committee (or any individual member thereof) or any such Associate.

 

**11.****                               Notice:**

 

Anynotice or filing required or permitted to be given to the Plan Committee underthe Plan shall be sufficient if in writing and hand-delivered, or sent byregistered or certified mail, postage pre-paid, to the address below:

 

FamilyDollar Stores, Inc.

Attn:Plan Committee for the Family Dollar Compensation Deferral Plan

P.O. Box1017

Charlotte,NC 28201-1017

 

Suchnotice shall be deemed given as of the date of delivery or, if delivery is madeby mail, as of the date shown on the postmark on the receipt for registrationor certification.  Any notice or filingrequired or permitted to be given to a Participant under the Plan shall besufficient if in writing and hand-delivered, or sent by registered or certifiedmail, postage pre-paid, to the last known address of the Participant.

 

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**12.****                               ApplicableLaw:**

 

ThePlan shall be construed, administered, regulated and governed in all respectsunder and by the laws of the United States to the extent applicable, and to theextent such laws are not applicable, by the laws of the state of NorthCarolina.

 

**13.****                               ComplianceWith Code Section 409A:**

 

ThePlan is intended to comply with Code Section 409A.  Notwithstanding any provision of the Plan tothe contrary, the Plan shall be interpreted, operated and administeredconsistent with this intent.

 

**14.****                               Miscellaneous:**

 

AParticipant’s rights and interests under the Plan may not be assigned ortransferred by the Participant.  In thatregard, no part of any amounts credited or payable hereunder shall, prior toactual payment, (i) be subject to seizure, attachment, garnishment orsequestration for the payment of debts, judgments, alimony or separatemaintenance owed by the Participant or any other person, (ii) betransferable by operation of law in the event of the Participant’s or anyperson’s bankruptcy or insolvency or (iii) be transferable to a spouse asa result of a property settlement or otherwise. The Plan shall be an unsecuredand unfunded arrangement. To the extent the Participant acquires a right toreceive payments from the Participating Employers under the Plan, the rightshall be no greater than the right of any unsecured general creditor of theParticipating Employers. Nothing contained herein may be deemed to create atrust of any kind or any fiduciary relationship between a ParticipatingEmployer and any Participant. Designation as an Eligible Associate orParticipant in the Plan shall not entitle or be deemed to entitle the person tocontinued employment with the Participating Employers. The Plan shall bebinding on the Corporation and any successor in interest of the Corporation.

 

INWITNESS WHEREOF, this Instrument is executed by the respective duly authorizedofficers of FAMILY DOLLAR STORES, INC. and FAMILY DOLLAR, INC. on November    ,2005.

 
|   | FAMILY DOLLAR  STORES, INC. |
|--------|-----------------------------|
|   |                        |
|   | By:                         |   |
|   |                        | Name: |   |   |
|   |                        | Title: |   |   |
|   |                        |
|   |                        |
|   | FAMILY DOLLAR,  INC.        |
|   |                        |
|   | By:                         |   |
|   |                        | Name: |   |   |
|   |                        | Title: |   |   |
|        |                             |  |  |  |  |

 

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