ex10_1.htm


    Exhibit
      10.1

    SECOND
      AMENDMENT

    TO
      THE

    DOLLAR
      TREE STORES, INC.

    2004
      EXECUTIVE OFFICER EQUITY  PLAN

    


    THIS
      SECOND AMENDMENT (this “Amendment”) to the Dollar Tree Stores, Inc. 2004
      Executive Officer Equity 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 10.2