ex10_4.htm


    Exhibit
      10.4

    FOURTH
      AMENDMENT

    TO
      THE

    DOLLAR
      TREE STORES, INC.

    STOCK
      INCENTIVE PLAN

    


    THIS
      FOURTH AMENDMENT (this
“Amendment”) to the Dollar Tree Stores, Inc. Stock Incentive Plan (the “Plan”)
      is 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,
      under the terms of the Plan,
      an option granted to a non-employee director remains exercisable for one year
      following a director’s resignation from the Board;

    


    WHEREAS,
      the Plan was adopted in 1995
      and options granted under the Plan remain outstanding even though new options
      are no longer granted;

    


    WHEREAS,
      the 2003 Non-Employee Director
      Stock Option Plan replaced the Plan and permits options to be exercised for
      a
      three year period following resignation from the Board;

    


    WHEREAS,  the
      Company desires
      to amend the Plan to extend the period of exercise following Board resignation
      to the period permitted under the 2003 Non-Employee Director Stock Option Plan;
      and

    


    WHEREAS,
      the Amendment is permitted
      under Section 409A of the Internal Revenue Code of 1986, as
      amended.

    


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

    


    1.           
      Section 7.4 is replaced in its entirety as follows:

    


    7.4          
      Duration Period. Each Option granted to an Outside Director pursuant to this
      Article 7 and all rights to purchase Common Stock thereunder shall terminate
      on
      the earliest of:

    


    7.4.1
      Ten
      years after the date such Option is granted;

    


     7.4.2
      Three years after the
      Outside Director is no longer a director of the Company; and

    


    7.4.3
      The
      expiration of the period specified in Section 8.5, whichever is applicable,
      after an Outside Director ceases to be a member of the Board.

    


    In
      no
      event shall an Option be exercisable at any time after its original expiration
      date.

    


    2.           
      Section 8.5 is replaced in its entirety as follows:

    


    8.5   
Cessation
      of Participant
      as an Outside Director. In the event that an Outside Director's service on
      the
      Board ceases due to death, disability or retirement, all outstanding options
      then held by the Outside Director shall remain exercisable for a period of
      three
      years following the cessation of service. Except as otherwise provided by the
      Board, in the event that an Outside Director's service on the Board ceases
      due
      to resignation, or other voluntary removal, vested and exercisable shares shall
      remain exercisable for a period of one year following the cessation of service.
      In any event, if an Outside Director is involuntarily removed for breach of
      duty, dishonesty or any other cause, all vested and exercisable shares of
      options awarded under the Plan are immediately forfeited.

    


    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
      10.5