Exhibit 4.2


 


	
  NUMBER

  	
   

  	
   

  	
   

  
	
   

  	
  INCORPORATED UNDER THE LAWS

  OF THE STATE OF DELAWARE

  	
  SHARES

  	
   

  
	
  NY 53501

  	
  [LOGO]

  	
   

  	
   

  
	
   

  	
  COMMON STOCK

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PAR VALUE TEN CENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY AND RIDGEFIELD PARK,
  N.J.

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP
  307000 10 9

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SEE
  REVERSE SIDE FOR CERTAIN DEFINITIONS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FAMILY DOLLAR STORES, INC.

  
	
  [FDO LOGO]

  	
   

  	
   

  	
   

  
	
   

  	
  This Certifies that

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Is the owner of

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FULLY
  PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Family Dollar Stores,
  Inc., transferable on the books of the Corporation by the holder hereof in
  person or by duly authorized attorney upon surrender of this certificate
  properly endorsed.  This certificate
  and the share represented hereby are issued and shall be subject to all of
  the provisions of the Certificate of Incorporation and the By-Laws of the
  Corporation, as amended from time to time (copies of which are on file with
  the Transfer Agent), to all of which the holder, by acceptance hereof,
  assents.  This certificate is not valid
  unless countersigned and registered by the Transfer Agent and Registrar.  Witness the facsimile seal of the
  Corporation and the facsimile signatures of its duly authorized officers.

  
	
   

  	
   

  
	
   

  	
  [CORPORATE
  SEAL]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DATED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Countersigned and Registered: 

  	
   

  	
   

  
	
   

  	
  MELLON INVESTOR SERVICES LLC 

  	
   

  	
   

  
	
   

  	
  BY:

  	
  TRANSFER
  AGENT 

  AND REGISTRAR 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Howard R. Levine

  	
   

  
	
   

  	
   

  	
   

  	
   CHAIRMAN OF THE
  BOARD

  	
   

  
	
   

  	
  AUTHORIZED SIGNATURE

  	
  /s/
  George R. Mahoney, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  SECRETARY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
							



 





















 


FAMILY
DOLLAR STORES, INC.


 


 


 


THE
CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH IT IS
AUTHORIZED TO ISSUE AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS.  SUCH REQUEST
MAY BE MADE TO THE CORPORATION OR THE TRANSFER AGENT.


 


The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


  


	
  TEN COM

  	
  —

  	
  as tenants in

  common

  	
  UNIF GIFT MIN ACT —

  	
   

  	
  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TEN ENT

  	
  —

  	
  as tenants by the

  entireties

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  JT TEN

  	
  —

  	
  as joint tenants

  with right of

  survivorship

  and not as

  tenants in

  common

  	
  under
  Uniform Gifts to Minors Act

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (State)

  



 


 


For
value received,                                         
                    
hereby sell, assign and transfer unto


	
  PLEASE INSERT SOCIAL
  SECURITY OR OTHER

  	
   

  
	
  IDENTIFYING NUMBER OF ASSIGNEE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  
	
   

  
	
  PLEASE
  PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  



 


                                                                                                                                                                                           Shares


represented
by the within certificate, and do hereby irrevocably constitute and appoint                                           
Attorney to transfer the said shares on the books of the within-named
Corporation with full power of substitution in the premises.


 


	
  Dated,

  	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
  NOTICE: THE SIGNATURE TO
  THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
  CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY
  CHANGE WHATSOEVER.

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNATURE(S) GUARANTEED:

  	
   

  
	
   

  	
  THE SIGNATURE(S) SHOULD BE
  GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
  AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
  SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.