DOLLAR TREE STORES, INC.
                     SUPPLEMENTAL DEFERRED COMPENSATION PLAN


















                        Effective as of February 15, 2000



<PAGE>

                            DOLLAR TREE STORES, INC.
                     SUPPLEMENTAL DEFERRED COMPENSATION PLAN

                        Effective as of February 15, 2000

                                TABLE OF CONTENTS

                                    ARTICLE I
                                   DEFINITIONS

  1.1      ACCOUNT.........................................................1
  1.2      BENEFICIARY ....................................................1
  1.3      CODE ...........................................................1
  1.4      COMPENSATION ...................................................1
  1.5      COMPENSATION DEFERRAL ACCOUNT ..................................1
  1.6      COMPENSATION DEFERRALS .........................................1
  1.7      DESIGNATION DATE ...............................................2
  1.8      EFFECTIVE DATE .................................................2
  1.9      ELIGIBLE EMPLOYEE ..............................................2
  1.10     EMPLOYER .......................................................2
  1.11     EMPLOYER CONTRIBUTION CREDIT ACCOUNT ...........................2
  1.12     EMPLOYER CONTRIBUTION CREDITS ..................................2
  1.13     ENTRY DATE .....................................................2
  1.14     PARTICIPANT ....................................................2
  1.15     PARTICIPANT ENROLLMENT AND ELECTION FORM .......................2
  1.16     PLAN ...........................................................3
  1.17     PLAN YEAR ......................................................3
  1.19     TRUST ..........................................................3
  1.20     TRUSTEE ........................................................3
  1.21     VALUATION DATE .................................................3

                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

  2.1      REQUIREMENTS ...................................................3
  2.2      RE-EMPLOYMENT ..................................................3
  2.3      CHANGE OF EMPLOYMENT CATEGORY ..................................3

                                   ARTICLE III
                            CONTRIBUTIONS AND CREDITS

  3.1      EMPLOYER CONTRIBUTION CREDITS ..................................4
  3.2      PARTICIPANT COMPENSATION DEFERRALS .............................4


                                       i

<PAGE>

                                   ARTICLE IV
                               ALLOCATION OF FUNDS

  4.1      ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS ............5
  4.2      ACCOUNTING FOR DISTRIBUTIONS ...................................5
  4.3      SEPARATE BOOKKEEPING ACCOUNTS ..................................5
  4.4      DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS ...................6
  4.5      PAYMENT OF TAXES AND EXPENSES ..................................7

                                    ARTICLE V
                             ENTITLEMENT TO BENEFITS

  5.1      FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT .................7
  5.2      HARDSHIP DISTRIBUTIONS .........................................8
  5.3      RE-EMPLOYMENT OF RECIPIENT .....................................8

                                   ARTICLE VI
                            DISTRIBUTION OF BENEFITS

  6.1      AMOUNT .........................................................8
  6.2      METHOD OF PAYMENT ..............................................9
           (a)   Medium of Payment ........................................9
           (b)   Timing and Manner of Payment .............................9
  6.3      DEATH BENEFITS .................................................9

                                   ARTICLE VII
                         BENEFICIARIES; PARTICIPANT DATA

  7.1      DESIGNATION OF BENEFICIARIES ...................................9
  7.2      INFORMATION TO BE FURNISHED BY PARTICIPANTS AND
           BENEFICIARIES; INABILITY TO LOCATE PARTICIPANTS
           OR BENEFICIARIES ..............................................10

                                  ARTICLE VIII
                        ADMINISTRATION AND RECORDKEEPING

  8.1      ADMINISTRATIVE AND RECORDKEEPING AUTHORITY ....................10
  8.2      UNIFORMITY OF DISCRETIONARY ACTS ..............................11
  8.3      LITIGATION ....................................................11
  8.4      CLAIMS PROCEDURE ..............................................11



                                       ii

<PAGE>

                                   ARTICLE IX
                                   AMENDMENT

  9.1      RIGHT TO AMEND ................................................12
  9.2      AMENDMENT TO ENSURE PROPER CHARACTERIZATION OF THE
           PLAN ..........................................................12

                                    ARTICLE X
                                   TERMINATION

  10.1     EMPLOYER'S RIGHT TO TERMINATE PLAN ............................12
  10.2     AUTOMATIC TERMINATION OF PLAN .................................13
  10.3     SUCCESSOR TO EMPLOYER .........................................13

                                   ARTICLE XI
                                  MISCELLANEOUS

  11.1     LIMITATIONS ON LIABILITY OF EMPLOYER ..........................13
  11.2     CONSTRUCTION ..................................................13
  11.3     SPENDTHRIFT PROVISION .........................................14

                                   ARTICLE XII
                                    THE TRUST

  12.1     ESTABLISHMENT OF TRUST ........................................14


                                      iii
<PAGE>


                            DOLLAR TREE STORES, INC.
                     SUPPLEMENTAL DEFERRED COMPENSATION PLAN

                        Effective as of February 15, 2000

                                    RECITALS

         This Dollar Tree Stores, Inc.  Supplemental  Deferred Compensation Plan
(the "Plan") is adopted by Dollar Tree Stores,  Inc., Dollar Tree  Distribution,
Inc.  and Dollar  Tree  Management,  Inc.  (the  "Employer")  for certain of its
management  employees.  The  purpose  of the  Plan is to offer  those  employees
deferred compensation benefits taxable under section 451 of the Internal Revenue
Code of  1986,  as  amended  (the  "Code")  and to  supplement  such  employees'
retirement benefits under the Employer's tax-qualified retirement plan and other
retirement  programs.  The Plan is intended  to be a "top-hat  plan"  (i.e.,  an
unfunded deferred  compensation plan maintained for a select group of management
or highly  compensated  employees)  pursuant to sections  201(2),  301(a)(3) and
401(a)(1) of the Employee  Retirement  Income  Security Act of 1974,  as amended
("ERISA").

         Accordingly, the following Plan is adopted.

                                   ARTICLE I
                                  DEFINITIONS

         The  following  terms,  as used herein,  unless a different  meaning is
implied by the context, have the following meaning:

         1.1 ACCOUNT means the balance credited to a Participant's Plan account,
including  amounts  credited  under the  Compensation  Deferral  Account and the
Employer Contribution Credit Account. Said Account shall be determined as of the
date of reference.

         1.2 BENEFICIARY means any person or persons so designated in accordance
with the provisions of Article VII.

         1.3 CODE means the Internal  Revenue  Code of 1986 and the  regulations
thereunder, as amended from time to time.

         1.4 COMPENSATION  means the total cash  compensation of the Participant
for the Plan Year of  reference,  including  regular  pay  (which  includes  car
allowance) and bonuses,  but excluding any  compensation  for services  rendered
before the Participant elects to defer compensation pursuant to Section 3.2.

         1.5 COMPENSATION DEFERRAL ACCOUNT is defined in Section 3.2.

         1.6 COMPENSATION DEFERRALS is defined in Section 3.2.


                                       1

<PAGE>


         1.7 DESIGNATION  DATE means the date or dates as of which a designation
of deemed investment  directions by an individual  pursuant to Section 4.4 shall
become  effective.  The  Designation  Dates in any Plan Year include  January 1,
April 1, July 1 and October 1.

         1.8  EFFECTIVE  DATE means the effective  date of this the Plan,  which
shall be February 15, 2000.

         1.9 ELIGIBLE  EMPLOYEE  means any person  employed by the Employer in a
Vice  President or more senior  position,  or any other  person  employed by the
Employer who is  determined  by the Employer to be a member of a select group of
management or highly  compensated  employees of the Employer (within the meaning
of ERISA),  who is  designated  by the  Employer's  Board of  Directors to be an
Eligible  Employee  under the Plan and to whom the  Employer  desires to provide
supplemental retirement benefits.

             By each December 1, the Employer shall notify those individuals, if
any,  who will be Eligible  Employees  for the next Plan Year.  If the  Employer
determines that an individual  first becomes an Eligible  Employee during a Plan
Year, the Employer shall notify such individual of its  determination and of the
date during the Plan Year on which the individual shall first become an Eligible
Employee.

         1.10 EMPLOYER means Dollar Tree Stores, Inc., Dollar Tree Distribution,
Inc.,  Dollar Tree  Management,  Inc.  and any direct or indirect  wholly  owned
subsidiary  of the  foregoing  corporations,  and their  successors  and assigns
unless  otherwise  herein  provided,   or  any  other  corporation  or  business
organization  which,  with the  consent  of  Dollar  Tree  Stores,  Inc.  or its
successors or assigns,  assumes the  Employer's  obligations  hereunder,  or any
other  corporation or business  organization  which agrees,  with the consent of
Dollar Tree Stores, Inc., to become a party to the Plan.

         1.11 EMPLOYER CONTRIBUTION CREDIT ACCOUNT is defined in Section 3.1.

         1.12 EMPLOYER CONTRIBUTION CREDITS is defined in Section 3.1.

         1.13 ENTRY DATE with respect to an individual  means the first day of a
pay  period  following  the date on which the  individual  becomes  an  Eligible
Employee.

         1.14 PARTICIPANT  means any person so designated in accordance with the
provisions of Article II, including,  where appropriate according to the context
of the Plan,  any former  employee who is or may become (or whose  Beneficiaries
may become) eligible to receive a benefit under the Plan.

         1.15 PARTICIPANT ENROLLMENT AND ELECTION FORM means the form (or forms)
on which a  Participant  elects to defer  Compensation  hereunder,  on which the
Participant makes elections concerning the time and manner of payment of amounts
attributable to such election,  and on which the Participant makes certain other
designations as required thereon.


                                       2

<PAGE>


         1.16 PLAN means this Dollar Tree  Stores,  Inc.  Supplemental  Deferred
Compensation Plan, as amended from time to time.

         1.17 PLAN  YEAR  means  the  twelve  (12)  month  period  ending on the
December 31 of each year during which the Plan is in effect. Notwithstanding the
preceding,  the period beginning  February 15, 2000 and ending December 31, 2000
shall be a short Plan Year.

         1.19 TRUST means the trust fund,  if any,  established  pursuant to the
Plan.

         1.20 TRUSTEE means the trustee named in the agreement  establishing the
Trust and such successor and/or additional  trustees as may be named pursuant to
the terms of the agreement establishing the Trust.

         1.21  VALUATION DATE means the last day of each Plan Year or such other
date the Employer, in its sole discretion, designates as a Valuation Date.

                                   ARTICLE II
                         ELIGIBILITY AND PARTICIPATION

         2.1 REQUIREMENTS. Every  Eligible  Employee on the Effective Date shall
be eligible to become a Participant on the Effective Date.  Every other Eligible
Employee  shall be  eligible  to become a  Participant  on the first  Entry Date
occurring on or after the date on which he or she becomes an Eligible  Employee.
No  individual  shall  become  a  Participant,  however,  if he or she is not an
Eligible Employee on the date his or her participation is to begin.

             Participation in the  Compensation Deferral Account  portion of the
Plan is voluntary.  In order to participate in the Compensation Deferral Account
portion  of  the  Plan,  an  otherwise   Eligible  Employee  must  make  written
application in such manner as may be required by Section 3.2 and by the Employer
and must agree to make Compensation Deferrals as provided in Article III.

             Participation  in the Employer  Contribution Credit Account portion
of the Plan is automatic for all Participants.

         2.2 RE-EMPLOYMENT. If a  Participant whose employment with the Employer
is terminated is  subsequently  re-employed  with the Employer,  he or she shall
become a Participant in accordance with the provisions of Section 2.1.

         2.3  CHANGE  OF  EMPLOYMENT  CATEGORY. During  any  period  in  which a
Participant remains in the employ of the Employer,  but ceases to be an Eligible
Employee,  he or she shall not be eligible to make Compensation  Deferrals or to
be credited with Employer Contribution Credits hereunder.


                                       3

<PAGE>


                                  ARTICLE III
                           CONTRIBUTIONS AND CREDITS

         3.1  EMPLOYER  CONTRIBUTION  CREDITS. There  shall be  established  and
maintained a separate Employer  Contribution  Credit Account in the name of each
Participant, which shall be credited or debited, as applicable, with (a) amounts
equal to the Employer's  Contribution  Credits credited to that Account; and (b)
amounts equal to any deemed earnings and losses (to the extent  realized,  based
upon deemed fair market value of the  Account's  deemed  assets as determined by
the Employer,  in its  discretion)  allocated to that Account;  and (c) expenses
and/or taxes charged to that Account.

              The Employer's Contribution  Credits credited  to a  Participant's
Employer  Contribution  Credit Account for any particular  Plan Year shall be an
amount (if any) determined by the Employer, in its discretion.

              A Participant shall become vested in  amounts (if any) credited to
his or  her  Employer  Contribution  Credit  Account  according  to the  vesting
schedule to be adopted by the Employer, in its discretion.

         3.2  PARTICIPANT  COMPENSATION  DEFERRALS.  In  accordance  with  rules
established by the Employer, a Participant may elect to defer Compensation which
is due to be earned and which would otherwise be paid to the Participant, in any
fixed  periodic  dollar amounts or  percentages  designated by the  Participant,
provided  that the  Participant  may elect to defer no more than  fifty  percent
(50%) of his or her  Compensation  (excluding  bonuses) in any Plan Year. In the
case of bonus  deferrals,  the  Participant may elect to defer up to one hundred
percent  (100%) of his or her bonus or bonuses  due to be paid by the  Employer.
Amounts so deferred will be considered a Participant's "Compensation Deferrals."
Compensation  Deferrals  shall be made through  regular  payroll  deductions  or
through an election by the  Participant  to defer the payment of a bonus not yet
payable to him or her at the time of the election.

              A Participant shall make such  elections  with respect to a coming
twelve  (12)  month  Plan  Year by the  December  15th of the prior  Plan  Year,
provided,  however,  during the Plan Year in which the Plan is first implemented
(i.e.,  the Plan Year beginning  February 15, 2000),  a Participant  may make an
election to defer  Compensation  for such Plan Year (including any bonus payable
during  such Plan Year  which is not yet  payable  at the time of the  election)
within thirty (30) days after the Plan is effective; and, in the first Plan Year
in which a Participant  becomes eligible to Participate,  a Participant may make
an election  to defer  Compensation  within  thirty (30) days after the date the
Participant becomes eligible to participate.

              Once  made,  a  Compensation Deferral  election  shall continue in
force  for the  remainder  of the Plan  Year.  Compensation  Deferrals  shall be
deducted by the Employer  from the pay of a deferring  Participant  and shall be
credited to the Account of the deferring Participant.

              There  shall  be  established  and  maintained  by  the Employer a
separate Compensation Deferral Account in the name of each Participant, to which
shall be credited or debited, as applicable: (a) amounts equal to


                                       4

<PAGE>


the  Participant's  Compensation  Deferrals;  (b)  amounts  equal to any  deemed
earnings and losses (to the extent realized, based upon deemed fair market value
of the Account's  deemed assets as determined by the Employer in its discretion)
attributable or allocable thereto; and (c) expenses and/or taxes charged to that
Account.

              A Participant  shall at all  times be  one  hundred percent (100%)
vested in amounts credited to his or her Compensation Deferral Account.

                                   ARTICLE IV
                              ALLOCATION OF FUNDS

         4.1  ALLOCATION OF DEEMED  EARNINGS OR LOSSES ON ACCOUNTS. Pursuant  to
Section 4.4, each Participant  shall have the right to direct the Employer as to
how  amounts in his or her Plan  Account  shall be deemed to be  invested in the
deemed investment  options made available under the Plan. In no event,  however,
shall  the  Employer  or the  Participant  be  deemed  to invest in stock of the
Employer.  Subject to such  limitations  as may from time to time be required by
law, imposed by the Employer or the Trustee or contained  elsewhere in the Plan,
and subject to such  operating  rules and procedures as may be imposed from time
to time by the  Employer,  prior to the date on which a  direction  will  become
effective, the Participant shall have the right to direct the Employer as to how
amounts in his or her Account shall be deemed to be invested. The Employer shall
direct the  Trustee to invest the account  maintained  in the Trust on behalf of
the  Participant  pursuant  to the deemed  investment  directions  the  Employer
properly has received from the Participant.

              The value  of  the Participant's  Account  shall be  equal  to the
value of the account maintained under the Trust on behalf of the Participant. As
of each valuation date of the Trust, the Participant's  Account will be credited
or debited to reflect the  Participant's  deemed  investments of the Trust.  The
Participant's  Plan  Account  will be credited or debited  with the  increase or
decrease in the realizable net asset value or credited interest,  as applicable,
of the designated deemed investments,  as follows. As of each Valuation Date, an
amount  equal to the net increase or decrease in  realizable  net asset value or
credited interest,  as applicable (as determined by the Trustee), of each deemed
investment option within the Account since the preceding Valuation Date shall be
allocated  among  all  Participants'  Accounts  deemed  to be  invested  in that
investment  option in accordance with the ratio which the portion of the Account
of each  Participant  which is  deemed to be  invested  within  that  investment
option,  determined  as provided  herein,  bears to the aggregate of all amounts
deemed to be invested within that investment option.

         4.2 ACCOUNTING FOR  DISTRIBUTIONS. As of the date  of any  distribution
hereunder,  the  distribution  made  hereunder  to a  Participant  or his or her
Beneficiary or  Beneficiaries  shall be charged to such  Participant's  Account.
Such amounts shall be charged on a pro rata basis against the investment options
in which the Participant's Account is deemed to be invested.  Such amounts shall
be charged first against any money market,  fixedincome or similar fund in which
the Participant's Account is deemed to be invested, and thereafter on a pro rata
basis  against  the  investment  options in which the  Participant's  Account is
deemed to be invested.

         4.3  SEPARATE  BOOKKEEPING  ACCOUNTS. A  separate  bookkeeping  account
under the Plan shall be  established  and  maintained by the Employer to reflect
the  Account  for  each


                                       5

<PAGE>


Participant,  with bookkeeping sub-accounts to show separately the Participant's
Compensation Deferral Account and the Participant's Employer Contribution Credit
Account.  Each  sub-account  will separately  account for the credits and debits
described in Article III.

         4.4 DEEMED  INVESTMENT  DIRECTIONS  OF  PARTICIPANTS.  Subject  to such
limitations as may from time to time be required by law, imposed by the Employer
or the Trustee or contained elsewhere in the Plan, and subject to such operating
rules and procedures as may be imposed from time to time by the Employer,  prior
to and effective for each Designation  Date, each Participant may communicate to
the Employer a direction (in  accordance  with (a),  below) as to how his or her
Plan Accounts  should be deemed to be invested  among such  categories of deemed
investments as may be made available by the Employer  hereunder.  Such direction
shall  designate the percentage  (in any whole percent  multiples) or amount (in
any whole dollar  multiples)  or amount (in any whole dollar  multiples) of each
portion of the Participant's Plan Accounts which is requested to be deemed to be
invested in such categories of deemed  investments,  and shall be subject to the
following rules:

             (a) Any initial or subsequent deemed investment direction  shall be
in  writing,  on a form  supplied  by and filed with the  Employer,  and/or,  as
required or  permitted  by the  Employer,  shall be by oral  designation  and/or
electronic transmission designation.  A designation shall be effective as of the
Designation  Date next following the date the direction is received and accepted
by the Employer on which it would be reasonably  practicable for the Employer to
effect the designation.

             (b) All amounts  credited  to the  Participant's  Account  shall be
deemed to be invested in accordance  with the then effective  deemed  investment
direction,  and as of the  Designation  Date  with  respect  to any  new  deemed
investment direction, all or a portion of the Participant's Account at that date
shall be reallocated among the designated deemed investment options according to
the  percentages  or amounts  specified in the new deemed  investment  direction
unless and until a subsequent  deemed  investment  direction  shall be filed and
become  effective.  An  election  concerning  deemed  investment  choices  shall
continue  indefinitely as provided in the Participant's  most recent Participant
Enrollment and Election Form, or other form specified by the Employer.

             (c)  If  the   Employer  receives  an  initial  or  revised  deemed
investment direction which it deems to be incomplete,  unclear or improper,  the
Participant's investment direction then in effect shall remain in effect (or, in
the  case  of a  deficiency  in an  initial  deemed  investment  direction,  the
Participant shall be deemed to have filed no deemed investment  direction) until
the next  Designation  Date,  unless the Employer  provides for, and permits the
application of, corrective action prior thereto.

             (d) If the Employer possesses (or is deemed to possess as  provided
in (c), above) at any time  directions as to the deemed  investment of less than
all of a Participant's Account, the Participant shall be deemed to have directed
that the undesignated portion of the Account be deemed to be invested in a money
market, fixed income or similar fund made available under the Plan as determined
by the Employer in its discretion.


                                       6

<PAGE>

             (e) Each  Participant  hereunder,  as  a  condition  to his  or her
participation hereunder,  agrees to indemnify and hold harmless the Employer and
its agents and  representatives  from any losses or damages of any kind relating
to the deemed investment of the Participant's Account hereunder.

             (f) Each reference in this Section to a Participant shall be deemed
to include, where applicable, a reference to a Beneficiary.

         4.5 PAYMENT OF TAXES AND EXPENSES. Expenses,  including  Trustee  fees,
associated  with the  administration  or  operation of the Plan shall be charged
against the appropriate Participant's Account or Participants' Accounts, unless,
in the discretion of the Employer, the Employer elects to pay such expenses. Any
taxes (or net  operating  loss  reductions)  allocable to an Account (or portion
thereof)   maintained   under  the  Plan  which  arise  prior  to  the  complete
distribution   of  the  Account,   shall  be  charged  against  the  appropriate
Participant's  Account or Participants'  Accounts,  unless, in the discretion of
the Employer, the Employer elects to absorb such taxes.

                                   ARTICLE V
                            ENTITLEMENT TO BENEFITS

         5.1 FIXED  PAYMENT  DATES;  TERMINATION  OF  EMPLOYMENT. On  his or her
Participant  Enrollment  and  Election  Form, a  Participant  may select a fixed
payment  date for the  payment or  commencement  of payment of his or her vested
Account  (or elect to treat his or her  Account as two (2) or more  sub-accounts
and select fixed  payment  dates for the payment or  commencement  of payment of
each sub-account),  which will be valued and payable according to the provisions
of Article VI. Such payment dates may not be accelerated.

             Alternatively,  on his or her Participant  Enrollment and  Election
Form, a Participant  may select payment or commencement of payment of his or her
vested  Account  (or a  sub-account  thereof)  at  his  or  her  termination  of
employment with the Employer.  A Participant who selects payment or commencement
of payment of his or her vested Account (or portions thereof) on a fixed date or
dates shall receive  payment or commence to receive payment of his or her vested
Account  at the  earlier  of such  fixed  payment  date or  dates  or his or her
termination of employment with the Employer.

             Any fixed payment date elected  by a Participant as  provided above
must be a date no earlier  than the January 1 of the third  calendar  year after
the calendar year in which the election is made.

             If a Participant does not  make an election as  provided  above for
any particular amounts hereunder, and the Participant terminates employment with
the Employer for any reason,  the  Participant's  vested  Account at the date of
such  termination  shall  be  valued  and  payable  at  or  commencing  at  such
termination according to the provisions of Article VI.


                                       7

<PAGE>

         5.2   HARDSHIP  DISTRIBUTIONS.  In  the   event  of  an  "Unforeseeable
Emergency" of the Participant, as hereinafter defined, the Participant may apply
to the  Employer  for the  distribution  of all or any part of his or her vested
Account.  The Employer shall consider the  circumstances  of each such case, and
the best interests of the Participant and his or her family,  and shall have the
right, in its sole discretion, if applicable, to allow such distribution, or, if
applicable,  to direct a  distribution  of part of the amount  requested,  or to
refuse  to  allow  any  distribution.   Upon  a  finding  of  an  "Unforeseeable
Emergency",  the  Employer  shall  make  the  appropriate  distribution  to  the
Participant  from amounts  held by the Employer in respect of the  Participant's
vested  Account.  In no event  shall the  aggregate  amount of the  distribution
exceed either the full value of the  Participant's  vested Account or the amount
determined  by the  Employer to be  necessary  to  alleviate  the  Participant's
financial  hardship caused by the  "Unforeseeable  Emergency"  (which  financial
hardship may be considered to include any taxes due because of the  distribution
occurring because of this Section),  and which is not reasonably  available from
other resources of the Participant.  For purposes of this Section,  the value of
the   Participant's   Account  shall  be  determined  as  of  the  date  of  the
distribution.

              "Unforeseeable Emergency" means a severe financial hardship to the
Participant  resulting from a sudden and  unexpected  illness or accident of the
Participant  or of a dependent  of the  Participant,  loss of the  Participant's
property due to  casualty,  or other  similar  extraordinary  and  unforeseeable
circumstances  arising  as  a  result  of  events  beyond  the  control  of  the
Participant. The circumstances that will constitute an "Unforeseeable Emergency"
would depend upon the facts of each case,  but, in any case,  payment may not be
made in the event that such hardship is or may be relieved:

            (a) Through reimbursement or compensation by insurance or otherwise,

            (b) by liquidation of the Participant's assets,  to the extent  that
liquidation of such assets would not itself cause severe financial hardship, or

            (c) by cessation of Compensation Deferrals under the Plan.

              The need to send a Participant's child to college or the desire to
purchase a home shall not be an "Unforeseeable Emergency."

         5.3 RE-EMPLOYMENT OF RECIPIENT. If  a Participant receiving installment
distributions  pursuant  to Section  6.2 is  re-employed  by the  Employer as an
employee, the remaining  distributions due to the Participant shall be suspended
until  such  time as the  Participant  (or his or her  Beneficiary)  once  again
becomes  eligible  for  benefits  under  Section  5.1 or 5.2, at which time such
distribution shall commence, subject to the limitations and conditions contained
in this Plan.

                                   ARTICLE VI
                            DISTRIBUTION OF BENEFITS

         6.1 AMOUNT. A  Participant  (or  his or her  Beneficiary)  shall become
entitled to receive,  on or about the date or dates selected by the  Participant
on his or her Participant


                                       8

<PAGE>

Enrollment  and  Election  Form  or,  if  none,  on or  about  the  date  of the
Participant's termination of employment (or earlier as provided in Article V), a
distribution in an aggregate amount equal to the  Participant's  vested Account.
Any payment due hereunder  will be paid by the Employer from its general  assets
or from the Trust, if any.

         6.2 METHOD OF PAYMENT.

             (a) Medium of Payment.  Payments under  the Plan  shall  be made in
cash or in-kind, as elected by the Participant, as permitted by the Employer and
the Trustee in their sole and  absolute  discretion  and  subject to  applicable
restrictions on transfer as may be applicable legally or contractually.

             (b) Timing and Manner of Payment. In the case of distributions to a
Participant or his or her  Beneficiary  by virtue of an entitlement  pursuant to
Section 5.1, an aggregate amount equal to the Participant's  vested Account will
be paid by the Employer or the Trust,  as provided by Section 6.1, in a lump sum
or in substantially  equal annual  installments  (adjusted for gains, losses and
expenses) over a period selected by the Participant.  If a Participant  fails to
designate timely and properly the manner of payment of the Participant's benefit
under  the  Plan,  such  payment  will be in a lump  sum.  In no  event  may the
installments  extend  beyond  a period  exceeding  the  life  expectancy  of the
Participant.

                 If the whole or any part of a payment hereunder by the Employer
is to be in installments, the total to be so paid shall continue to be deemed to
be  invested  pursuant  to  Sections  4.1 and 4.4 under such  procedures  as the
Employer may establish,  in which case any deemed income,  gain, loss or expense
attributable thereto (as determined by the Employer, in its discretion) shall be
reflected in the installment  payments, in such equitable manner as the Employer
shall determine.

         6.3 DEATH BENEFITS. If a Participant  dies  before  terminating  his or
her employment with the Employer and before the  commencement of payments to the
Participant  hereunder,  the entire value of the  Participant's  vested  Account
shall be paid,  as provided in Section 6.2, to the person or persons  designated
in accordance with Section 7.1.

             Upon  the death  of  a  Participant  after payments  hereunder have
begun  but  before he or she has  received  all  payments  to which he or she is
entitled  under the Plan,  the remaining  benefit  payments shall be paid to the
person or persons  designated in  accordance  with Section 7.1, in the manner in
which such benefits were payable to the Participant,  unless the Employer elects
a more rapid form of distribution.

                                  ARTICLE VII
                        BENEFICIARIES; PARTICIPANT DATA

         7.1 DESIGNATION OF  BENEFICIARIES. Each  Participant  from time to time
may  designate  any  person  or  persons  (who  may  be  named  contingently  or
successively)  to receive such benefits as may be payable under the Plan upon or
after the Participant's  death, and such designation may be changed from time to
time by the  Participant  by filing a new  designation.


                                       9
<PAGE>

Each  designation  will revoke all prior  designations by the same  Participant,
shall be in the form prescribed by the Employer, and will be effective only when
filed in writing with the Employer during the Participant's lifetime.

             In the absence of a valid  Beneficiary  designation, or if, at  the
time any benefit payment is due to a Beneficiary, there is no living Beneficiary
validly  named by the  Participant,  the  Employer  shall  pay any such  benefit
payment to the  Participant's  spouse,  if then  living,  but  otherwise  to the
Participant's estate.

         7.2  INFORMATION  TO BE FURNISHED BY  PARTICIPANTS  AND  BENEFICIARIES;
INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES.  Any communication, statement
or notice addressed to a Participant or to a Beneficiary at his or her last post
office  address  as shown on the  Employer's  records,  shall be  binding on the
Participant or Beneficiary for all purposes of the Plan. Neither the Trustee nor
the  Employer  shall be  obliged to search for any  Participant  or  Beneficiary
beyond the sending of a  registered  letter to such last known  address.  If the
Employer  notifies any Participant or Beneficiary  that he or she is entitled to
an amount under the Plan and the Participant or Beneficiary  fails to claim such
amount or make his or her location known to the Employer  within three (3) years
thereafter, then, except as otherwise required by law, if the location of one or
more  of the  next of kin of the  Participant  is  known  to the  Employer,  the
Employer  may direct  distribution  of such  amount to any one or more or all of
such next of kin, and in such  proportions  as the Employer  determines.  If the
location of none of the foregoing persons can be determined,  the Employer shall
have the  right to  direct  that the  amount  payable  shall be  deemed  to be a
forfeiture  and paid to the  Employer,  except  that the  dollar  amount  of the
forfeiture,  unadjusted for deemed gains or losses in the interim, shall be paid
by the  Employer  if a  claim  for  the  benefit  subsequently  is  made  by the
Participant or the  Beneficiary to whom it was payable.  If a benefit payable to
an  unlocated  Participant  or  Beneficiary  is subject to escheat  pursuant  to
applicable  state law,  neither the Trustee nor the Employer  shall be liable to
any person for any payment made in accordance with such law.

                                  ARTICLE VIII
                        ADMINISTRATION AND RECORDKEEPING

         8.1  ADMINISTRATIVE  AND RECORDKEEPING  AUTHORITY. Except  as otherwise
specifically  provided herein,  the Employer shall have the sole  responsibility
for and the sole control of the operation,  administration  and recordkeeping of
the Plan,  and shall have the power and authority to take all action and to make
all decisions and interpretations which may be necessary or appropriate in order
to administer and operate the Plan,  including,  without limiting the generality
of the foregoing, the power, duty and responsibility to:

              (a) Resolve and determine all disputes or questions  arising under
the Plan,  including  the power to  determine  the  rights of  Participants  and
Beneficiaries,  and their  respective  benefits,  and to remedy any ambiguities,
inconsistencies or omissions, in the Plan.

              (b) Adopt  such  rules  of  procedure  and  regulations  as in its
opinion may be necessary for the proper and efficient administration of the Plan
and as are consistent with the Plan.


                                       10

<PAGE>

              (c) Implement the Plan in accordance with its terms and the  rules
and regulations adopted as above.

              (d) Subject to Section 9.1, make determinations  concerning    the
crediting and distribution of Participants' benefits.

         8.2 UNIFORMITY OF DISCRETIONARY ACTS. Whenever in the administration or
operation  of the Plan  discretionary  actions by the  Employer  are required or
permitted,  such  action  shall be  consistently  and  uniformly  applied to all
persons  similarly  situated,  and no such  action  shall be taken  which  shall
discriminate in favor of any particular person or group of persons.

         8.3  LITIGATION.  In any action or judicial  proceeding  affecting  the
Plan, it shall be necessary to join as a party only the Employer.  Except as may
be otherwise required by law, no Participant or Beneficiary shall be entitled to
any notice or service of process,  and any final judgment entered in such action
shall be binding on all persons interested in, or claiming under, the Plan.

         8.4 CLAIMS  PROCEDURE.  Any person claiming a benefit under the Plan (a
"Claimant")  shall  present  the claim,  in  writing,  to the  Employer  and the
Employer shall respond in writing. If the claim is denied, the written notice of
denial shall state, in a manner calculated to be understood by the Claimant:

             (a) The  specific  reason  or  reasons  for  denial, with  specific
references to the Plan provisions on which the denial is based;

             (b)  A  description  of  any  additional  material  or  information
necessary for the Claimant to perfect his or her claim and an explanation of why
such material or information is necessary; and

             (c) An explanation of the Plan's claims review procedure.

             The written notice denying or granting the Claimant's  claim  shall
be provided to the Claimant within ninety (90) days after the Employer's receipt
of the claim,  unless  special  circumstances  require an  extension of time for
processing  the claim.  If such an extension is required,  written notice of the
extension  shall be furnished by the Employer to the Claimant within the initial
ninety (90) day period and in no event shall such an  extension  exceed a period
of ninety  (90) days from the end of the initial  ninety  (90) day  period.  Any
extension  notice  shall  indicate  the  special  circumstances   requiring  the
extension and the date on which the Employer expects to render a decision on the
claim.  Any claim not granted or denied  within the period  noted above shall be
deemed to have been denied.

             Any Claimant  whose  claim is denied,  or deemed to be denied under
the preceding  sentence (or such  Claimant's  authorized  representative),  may,
within sixty (60) days after the Claimant's  receipt of notice of the denial, or
after the date of the  deemed  denial,  request a review of the denial by notice
given, in writing,  to the Employer.  Upon such a request for review,  the


                                       11

<PAGE>

claim shall be reviewed by the Employer (or its designated representative) which
may, but shall not be required to, grant the Claimant a hearing.  In  connection
with the review,  the Claimant may have  representation,  may examine  pertinent
documents, and may submit issues and comments in writing.

             The decision on review normally shall be made within sixty (60)days
of the Employer's  receipt of the request for review. If an extension of time is
required  due to special  circumstances,  the  Claimant  shall be  notified,  in
writing, by the Employer, and the time limit for the decision on review shall be
extended to one hundred  twenty  (120) days.  The decision on review shall be in
writing  and  shall  state,  in a  manner  calculated  to be  understood  by the
Claimant,  the specific reasons for the decision and shall include references to
the  relevant  Plan  provisions  on which the  decision  is based.  The  written
decision on review shall be given to the Claimant within the sixty (60) day (or,
if applicable,  the one hundred twenty (120) day) time limit discussed above. If
the decision on review is not communicated to the Claimant within the sixty (60)
day (or, if  applicable,  the one  hundred  twenty  (120) day) period  discussed
above, the claim shall be deemed to have been denied upon review.  All decisions
on review shall be final and binding with respect to all concerned parties.

                                   ARTICLE IX
                                   AMENDMENT

         9.1 RIGHT TO AMEND. The Employer,  by action of its Board of Directors,
shall  have  the  right to amend  the Plan at any time and with  respect  to any
provisions  hereof,  and all parties  hereto or claiming any interest  hereunder
shall be bound by such  amendment;  provided,  however,  that no such  amendment
shall deprive any Participant or Beneficiary of a right accrued  hereunder prior
to the date of the amendment.

         9.2   AMENDMENT  TO  ENSURE  PROPER   CHARACTERIZATION   OF  THE  PLAN.
Notwithstanding  the  provisions  of Section 9.1, the Plan may be amended at any
time,  retroactively  if  required,  if found  necessary,  in the opinion of the
Employer,   in  order  to   ensure   that  the  Plan  is   characterized   as  a
non-tax-qualified  "top  hat" plan of  deferred  compensation  maintained  for a
select group of management or highly compensated  employees,  as described under
ERISA sections  201(2),  301(a)(3) and 401(a)(1) and to conform the Plan and the
Trust to the provisions and  requirements of any applicable law (including ERISA
and the Code).

                                   ARTICLE X
                                  TERMINATION

         10.1  EMPLOYER'S  RIGHT TO TERMINATE  PLAN.  The Employer  reserves the
right,  at any time, to terminate the Plan and/or its obligation to make further
credits  to Plan  Accounts  by  unanimous  action  of its  Board  of  Directors;
provided,  however,  that no such  termination  shall deprive any Participant or
Beneficiary of a right accrued  hereunder  prior to the date of termination  and
provided that, upon termination,  the full amount of each  Participant's  vested
Plan account(s) shall become immediately distributable to him or her.


                                       12

<PAGE>


         10.2  AUTOMATIC   TERMINATION   OF  PLAN.  The  Plan  shall   terminate
automatically upon the dissolution of the Employer or upon the Employer's merger
into or consolidation with any other corporation or business  organization which
does not specifically adopt and agree to continue the Plan;  provided,  however,
that no such termination shall deprive any Participant or Beneficiary of a right
accrued  hereunder  prior to the date of  termination  and provided  that,  upon
termination,  the full amount of each  Participant's  vested Plan Account  shall
become immediately distributable to him or her.

         10.3  SUCCESSOR  TO  EMPLOYER.   Any   corporation  or  other  business
organization  which is a successor to the Employer by reason of a consolidation,
merger or purchase of substantially all of the assets of the Employer shall have
the right to become a party to the Plan by adopting  the same by  resolution  of
the entity's board of directors or other appropriate  governing body. If, within
thirty (30) days from the effective date of such  consolidation,  merger or sale
of assets,  such new entity does not become a party hereto,  as above  provided,
the Plan shall be terminated automatically,  and the provisions of the foregoing
Sections shall become operative.

                                   ARTICLE XI
                                 MISCELLANEOUS

         11.1 LIMITATIONS ON LIABILITY OF EMPLOYER. Neither the establishment of
the Plan nor any modification  hereof, nor the creation of any account under the
Plan,  nor the payment of any  benefits  under the Plan,  shall be  construed as
giving to any  Participant  or any other  person  any legal or  equitable  right
against the Employer or any officer or employee  thereof,  except as provided by
law or by any Plan  provision.  The Employer  does not in any way  guarantee any
Participant's  Account  from  loss  or  depreciation,  whether  caused  by  poor
investment  performance of a deemed  investment or the inability to realize upon
an investment due to an insolvency  affecting an investment vehicle or any other
reason.  In no event shall the Employer,  or any successor,  employee,  officer,
director or stockholder  of the Employer,  be liable to any person on account of
any claim arising by reason of the  provisions of the Plan or of any  instrument
or  instruments  implementing  its  provisions,   or  for  the  failure  of  any
Participant,  Beneficiary  or other person to be entitled to any  particular tax
consequences with respect to the Plan, or any credit or distribution hereunder.

         11.2  CONSTRUCTION.  If any provision of the Plan is held to be illegal
or void, such illegality or invalidity shall not affect the remaining provisions
of the Plan, but shall be fully  severable,  and the Plan shall be construed and
enforced  as if said  illegal or  invalid  provisions  had never  been  inserted
herein.  For all purposes of the Plan, where the context  permits,  the singular
shall include the plural, and the plural shall include the singular. Headings of
Articles and Sections  herein are inserted only for convenience of reference and
are not to be considered in the  construction  of the Plan. The laws of Virginia
shall govern, control and determine all questions of law arising with respect to
the Plan and the  interpretation  and  validity  of its  respective  provisions,
except  where  those  laws  are  preempted  by the  laws of the  United  States.
Participation  under  the  Plan  will  not give a  Participant  the  right to be
retained  in the service of the  Employer  nor any right or claim to any benefit
under the Plan unless such right or claim has specifically accrued hereunder.


                                       13

<PAGE>

               The Plan is intended to be and at all times shall be  interpreted
and  administered so as to qualify as an unfunded plan of deferred  compensation
(i.e., the mere promise of the Employer to make benefit payments in the future),
and no provision of this Plan shall be  interpreted so as to give any individual
any right in any assets of the  Employer  which right is greater than the rights
of any general unsecured creditor of the Employer.

         11.3 SPENDTHRIFT  PROVISION.  No amount payable to a Participant or any
Beneficiary  under  the Plan will be  subject  in any  manner  to  anticipation,
alienation,  attachment,  garnishment, sale, transfer, assignment (either at law
or in equity), levy, execution,  pledge, encumbrance,  charge or any other legal
or  equitable  process,  and any  attempt  to do so will be  void;  nor will any
benefit  hereunder  be in any  manner  liable  for  or  subject  to  the  debts,
contracts,  liabilities,  engagements or torts of the person  entitled  thereto.
Further,  (a) the  withholding  of taxes  from Plan  benefit  payments,  (b) the
recovery  under  the  Plan of  overpayments  of  benefits  previously  made to a
Participant  or any  Beneficiary,  (c) if  applicable,  the  transfer of benefit
rights from the Plan to another plan, or (d) the direct  deposit of Plan benefit
payments  to an account in a banking  institution  (if not  actually  part of an
arrangement  constituting an assignment or alienation) shall not be construed as
an assignment or alienation.

              In the  event  that a  Participant's or any Beneficiary's benefits
hereunder  are  garnished  or attached by order of any court,  the  Employer may
bring an action for a declaratory judgment in a court of competent  jurisdiction
to  determine  the proper  recipient  of the benefits to be paid under the Plan.
During the pendency of said action,  any benefits  that become  payable shall be
held as credits to a Participant's or Beneficiary's  Account or, if the Employer
prefers,  paid into the court as they become  payable,  to be distributed by the
court to the recipient as it deems proper at the close of said action.

                                  ARTICLE XII
                                   THE TRUST

         12.1  ESTABLISHMENT OF TRUST. The Employer may, but need not, establish
the Trust with the  Trustee  pursuant  to such terms and  conditions  as are set
forth in the Trust  agreement  to be entered  into  between the Employer and the
Trustee. The Trust is intended to be treated as a "grantor" trust under the Code
and the  establishment  of the Trust is not intended to cause the Participant to
realize current income on amounts  contributed  thereto nor to cause the Plan to
be "funded" within the meaning of ERISA, and the Trust shall be so interpreted.


                                       14


<PAGE>


         IN WITNESS  WHEREOF,  the  Employer has caused this Plan to be executed
and its seal to be affixed  hereto,  effective  as of the 15th day of  February,
2000.


ATTEST/WITNESS:                       DOLLAR TREE STORES, INC.


/s/ Frederick C. Coble                By: /s/ Macon F. Brock (SEAL)

Print Name: Frederick C. Coble        Print Name: Macon F. Brock

                                      Date: 2-4-00


ATTEST/WITNESS:                       DOLLAR TREE DISTRIBUTION, INC.


/s/ Frederick C. Coble                By: /s/ Macon F. Brock (SEAL)

Print Name: Frederick C. Coble        Print Name: Macon F. Brock

                                      Date: 2/24/00


ATTEST/WITNESS:                       DOLLAR TREE MANAGEMENT, INC.


/s/ Frederick C. Coble                By: /s/ Macon F. Brock (SEAL)

Print Name: Frederick C. Coble        Print Name: Macon F. Brock

                                      Date: 2/24/00