ex10_2.htm


    Exhibit
      10.2

    SECOND
      AMENDMENT

    TO
      THE

    DOLLAR
      TREE STORES, INC.

    2003
      EQUITY INCENTIVE PLAN

    


    THIS
      SECOND AMENDMENT (this
“Amendment”) to the Dollar Tree Stores, Inc. 2003 Equity Incentive Plan (the
“Plan”) made effective as of the 21st day of January, 2008 by Dollar Tree
      Stores, Inc. (the “Company”).  All capitalized terms in this Amendment
      not otherwise defined shall have their respective meanings under the
      Plan.

    


    WHEREAS,
      the Company wishes to amend
      and conform the written terms of the Plan to the requirements of Section 409A
      of
      the Internal Revenue Code of 1986,

    


    WHEREAS,
      the Plan has been operated in
      good faith compliance with the requirements of Section 409A of the Code for
      periods starting January 1, 2005 and through the effective date of this
      Amendment, and

    


    WHEREAS,
      on October 3, 2007, the Board
      of Directors authorized the officers of the Company to execute the amendments
      required pursuant to Section 409A of the Code,

    


    NOW,
      THEREFORE, the Company hereby
      adopts this Amendment upon the following terms and conditions effective
      immediately:

    


    1.            
      The fourth sentence of Section 4.7 shall be amended and restated in its entirety
      as follows:

     

    The
      Committee may permit or require the deferral of any Award payment, subject
      to
      such rules and procedures as it may establish, which may include provisions
      for
      the payment or crediting of interest or dividend equivalents, and may include
      converting such credits into deferred Stock equivalents provided that such
      rules
      and procedures satisfy the requirements of Section 409A of the
      Code.  No deferral is permitted for Options or SARs.

     

     

    2.            
      Section 4.9 is replaced as follows:

     

     

            Section
      4.9. Form and Time of
      Elections. Unless otherwise specified herein, each election required or
      permitted to be made by any Participant or other person entitled to benefits
      under the Plan, and any permitted modification, or revocation thereof, shall
      comply with Section 409A of the Code and be in writing filed with the Committee
      at such times, in such form, and subject to such restrictions and limitations,
      not inconsistent with the terms of the Plan, as the Committee shall
      require.

     

     

    3.            
      Section 4.15 is added as follows:

     

             
      Section 4.15. Section 409A
      of the
      Code.  Any Award granted under this Plan shall be provided or
      made in a manner and at such time, in such form and subject to such election
      procedures (if any), as complies with the applicable requirements of Section
      409A of the Code to avoid a plan failure described in Section 409A(a)(1),
      including without limitation, deferring payment to a specified employee or
      until
      the occurrence of a specified event described in Section 409A(a)(2) of the
      Code.  Notwithstanding any other provision hereof or document
      pertaining hereto, the Plan shall be so construed and interpreted to meet the
      applicable requirements of Section 409A of the Code to avoid a plan failure
      described in Section 409A(a)(1) of the Code.

     

    WITNESS
      the signature of the
      undersigned officer of Dollar Tree Stores, Inc.

    


    


    DOLLAR
      TREE STORES, INC.

    


    


    By:_/s/
      Bob
      Sasser_________________

    Name:  Bob
      Sasser

    Title:  President
&
      CEO

    Date:  1-21-08

    


     

    Back
      to Form 8K

     

    Forward
      to Exhibit
      10.3