# **Exhibit 10(i)**

# ** **

Amended as of

January 17, 2002

 

**FAMILY DOLLAR STORES, INC.**

 

**Incentive Profit Sharing Plan**

 

 

**ARTICLE I.**

 

**Purpose of Plan.**

 

Section 1.1Family Dollar Stores, Inc. has prepared this Plan in order to compensate andreward executive and supervisory personnel for their share in the growth andsuccess of the Company and in order to retain and attract persons ofcompetence.  The Plan provides a meansof sharing certain incentive compensation dependent on profits of the Companyand its subsidiaries and supersedes the practice of prior years of making bonuspayments to executive and supervisory personnel following the Christmas season.

 

**ARTICLE II.**

 

**Determination of Incentive Compensationand Participants.**

 

Section 2.1.            In respect of each fiscal year ofthe Company, the Compensation Committee of the Board of Directors (the“Committee”) and the Board of Directors may after the end of each fiscal yearappropriate as additional compensation for the preceding fiscal year to be paidto participants under the Plan an amount up to but not in excess of theIncentive Compensation Net Earnings, as hereinafter defined, of the precedingfiscal year as the Committee and the Board of Directors, in their discretion,shall determine.

 

Section 2.2.            The term “Incentive Compensation NetEarnings” shall consist of an amount equal to five percent (5%) of the netprofit of the Company and its subsidiaries computed on a consolidated basisdetermined in accordance with generally accepted accounting principles,provided that, in any event, such net profit shall be determined before anydeduction for federal or state taxes based on income and before any deductionin respect of or provision for appropriations or distributions made or to bemade under this Plan or in respect of or provision for payments made toofficers or other employees under any agreement or other arrangements basedupon or relating to profits of the Company or any subsidiary.

 

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Section 2.3.                                   (A)As soon as feasible after the close of each fiscal year, the fiscal officers ofthe Company shall determine the amount of the Incentive Compensation NetEarnings for the preceding fiscal year in accordance with the provisions ofSection 2.2 hereof, and shall report such determination to the Committee and tothe Board of Directors of the Company and to the independent public accountantsof the Company.

 

(B)                                Theindependent public accountants of the Company shall review such determinationand report to the Committee and to the Board of Directors their opinion thereofand any corrections which they deem proper.

 

(C)                                Suchreports of the fiscal officers of the Company and of the independent publicaccountants shall be reviewed by and subject to the approval of the Committeeand the Board of Directors, which shall authorize the appropriation to be madefor the preceding year as provided in Section 2.1, within the maximum limittherein provided.

 

Section 2.4.            The Committee and the Board ofDirectors shall each year, after consultation with the management, determinethe executive and supervisory personnel of the Company or any subsidiary of theCompany who shall be entitled to participate under the Plan for the precedingyear, and the amount to be paid to each such person as incentive compensationfor such year.  The total compensationto each participant, including salary, incentive compensation payable pursuantto the Plan, retirement, and all other benefits, shall not, in the opinion ofthe Committee and the Board of Directors, be in excess of the fair andreasonable compensation for the services of such participant.  All determination by the Committee and theBoard of the Incentive Compensation Net Earnings for any year, thedetermination of the persons to participate under the Plan, and the amounts tobe paid to each participant under the Plan, shall be final and conclusive andbinding upon all interested parties.  Nodirector shall vote on his own participation in the Plan.  If all of the Incentive Compensation NetEarnings for a fiscal year shall not be paid as inventive compensation, theexcess shall be credited to the earnings of such fiscal year.

 

Section 2.5.            There shall be deducted from allpayments under the Plan any taxes required to be withheld by the Federal or anyState or local government and paid over to such government for the account ofsuch participant.

 

**ARTICLE III.**

 

**General Conditions; Miscellaneous Provision**s

 

Section 3.1.            The Board of Directors may from timeto time amend, suspend or terminate in whole or in part or may reinstate any orall of the provisions of the Plan, except that (a) no amendment, suspension orterminations may, without the participant’s consent, apply to the payment toany participant made to the participant prior to the effective date of suchamendment, suspension or termination and (b) no amendment may be made whichwill increase the maximum amount which may be

 

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appropriated annually under thePlan without prior approval of the holders of a majority of the outstandingshares of the common stock of the Company.

 

Section 3.2.            The selection of any employee forparticipation in the Plan in any year shall not give such participant any rightto participate in the Plan in any future year or to be retained in the employof the Company or any subsidiary and the right and power of the Company or any subsidiaryto dismiss or discharge any participant is specifically reserved.

 

Section 3.3.            No participant shall have any rightwith respect to any payment, until such payment or written notice thereof shallhave been delivered to him; nor shall any such participant or any personclaiming under or through him have any right or interest in this Plan, or inany allotment hereunder, unless and until all the terms, conditions andprovisions of the Plan that affect such participant have been complied with asspecified herein.

 

Section 3.4.            Nothing in this Plan shall beconstrued as preventing the Company or any of its subsidiaries fromestablishing other or different plans providing for incentive compensation foremployees.

 

Section 3.5.            The Committee and the Board ofDirectors may rely upon any information supplied to them by any officer of theCompany or by the Company’s independent public accountants in connection withthe administration of the Plan.  Thedetermination of the Company’s independent public accountants as to theIncentive Compensation Net Earnings of the Company for any year and any othermatter arising under the Plan and referred to such independent publicaccountants by the Committee or the Board for determination shall be final,conclusive and binding on the Company and on all participants and upon allpersons claiming through or under any participant.

 

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

 

Section 3.6.            The Committee shall administer andinterpret the Plan.

 

Section 3.7.            The Committee shall be comprised oftwo or more members of the Board of Directors meeting the qualifications of an“outside director” under Section 162(m) of the Internal Revenue Code and anyregulations thereunder.  If any memberdoes not meet these qualifications, then that member shall be replaced byanother director meeting such qualifications such that the Committee shallalways be comprised of at least two “outside directors”.

 

Section 3.8.            The amount of the payments under thePlan for any fiscal year of the Company to any one individual participant shallnot exceed $1 million.

 

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**ARTICLE IV.**

 

**General Definitions**.

 

Section 4.1.            For the purposes of the Plan, unlessthe 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 instrumentand as from time to time amended.

 

(b)           The word “Company”shall mean Family Dollar Stores, Inc., a Delaware Corporation, its successorsand assigns.

 

(c)           The term “Board of Directors”or “Board” shall mean the Board of Directors of the Company.

 

(d)           The term “executiveand supervisory personnel” shall include executive and supervisory personnel ofthe Company and of its subsidiaries, and the word “employee” shall mean an employeeof the Company or of a subsidiary of the Company.

 

(e)           The term“Subsidiary” or “Subsidiaries” shall mean direct and indirect subsidiaries ofFamily Dollar Stores, Inc., and/or entities which are owned or controlled byFamily Dollar Stores, Inc. and/or its direct or indirect subsidiaries.

 

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