Elliott Management Corp.Nominee Agreement • December 11th, 2014 • Elliott Associates, L.P. • New York
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Elliott Group”), including Elliott International, L.P., an affiliate of Elliott Management Corporation, for (i) election as a director of Family Dollar Stores, Inc. (the “Company”) at the Company’s 2015 annual meeting of stockholders or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, (the “Annual Meeting”), or (ii) appointment or election by other means, including by written consent of the Company’s stockholders.
JOINT FILING AGREEMENTJoint Filing Agreement • December 11th, 2014 • Elliott Associates, L.P.
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, $.10 Par Value, of Family Dollar Stores, Inc. dated December 11, 2014 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
