Ex 10.2 Accelerated Share Repurchase Program Non-Collared Master Confirmation
      dated December 8, 2006


    Exhibit
      10.2

    
 

     

    GOLDMAN
      SACHS & CO. | 85 BROAD STREET | NEW YORK, NEW YORK 10004 | TEL:
      212-902-1000

     

    Opening
      Transaction

    
      	
               

              To:

            	
              Dollar
                Tree Stores, Inc.

              500
                Volvo Parkway

              Chesapeake,
                VA 23320

            
	
               

              From:

            	
               

              Goldman,
                Sachs & Co. 

            
	
               

              Subject:

            	
               

              Accelerated
                Stock Buyback

            
	
               

              Ref.
                No:

            	
               

              As
                provided in the Supplemental Confirmation

            
	
               

              Date:

            	
               

              December
                8, 2006

            


    

    


     

    This
      master confirmation (“Master
      Confirmation”)
      dated
      as of December 8, 2006 is intended to supplement the terms and provisions of
      certain Transactions (each, a “Transaction”)
      entered into from time to time between Goldman, Sachs & Co. (“GS&Co.”)
      and
      Dollar Tree Stores, Inc. (“Counterparty”).
      This
      Master Confirmation, taken alone, is neither a commitment by either party to
      enter into any Transaction nor evidence of a Transaction. The terms of any
      particular Transaction shall be set forth in a Supplemental Confirmation in
      the
      form of Annex A hereto (a “Supplemental
      Confirmation”),
      which
      shall reference this Master Confirmation and supplement, form a part, and be
      subject to this Master Confirmation. This Master Confirmation and each
      Supplemental Confirmation together shall constitute a “Confirmation” as referred
      to in the Agreement specified below.

     

    The
      definitions and provisions contained in the 2002 ISDA Equity Derivatives
      Definitions (the “Equity
      Definitions”),
      as
      published by the International Swaps and Derivatives Association, Inc., are
      incorporated into this Master Confirmation. This Master Confirmation and each
      Supplemental Confirmation evidence a complete binding agreement between
      Counterparty and GS&Co. as to the subject matter and terms of each
      Transaction to which this Master Confirmation and the related Supplemental
      Confirmation relate and shall supersede all prior or contemporaneous written
      or
      oral communications with respect thereto.

     

    This
      Master Confirmation and each Supplemental Confirmation supplement, form a part
      of, and are subject to an agreement in the form of the 1992 ISDA Master
      Agreement (Multicurrency-Cross Border) (the “Agreement”)
      as if
      GS&Co. and Counterparty had executed the Agreement on the date of this
      Master Confirmation (but without any Schedule except for (i) the election
      of Loss and Second Method, New York law (without regard to the conflicts of
      law
      principles) as the governing law and US Dollars (“USD”)
      as the
      Termination Currency, (ii) the election that subparagraph (ii) of
      Section 2(c) will not apply to the Transactions, (iii) the replacement of
      the word “third” in the last line of Section 5(a)(i) with the word “first”,
      (iv) the election that the “Cross Default” provisions of Section 5(a)(vi) shall
      apply to Counterparty and GS&Co., with a “Threshold Amount” of USD50 million
      and (v) the amendment of Section 5(a)(vi) to delete the phrase “or becoming
      capable at such time of being declared” in the seventh line thereof).


     

    For
      each
      Transaction, all provisions contained or incorporated by reference in the
      Agreement shall govern this Master Confirmation and the Supplemental
      Confirmation relating to such Transaction except as expressly modified herein
      or
      in such Supplemental Confirmation. 

     

    If,
      in
      relation to any Transaction to which this Master Confirmation and Supplemental
      Confirmation relate, there is any inconsistency between the Agreement, this
      Master Confirmation, any Supplemental Confirmation and the Equity Definitions,
      the following will prevail for purposes of such Transaction in the order of
      precedence indicated: (i) such Supplemental Confirmation; (ii) this Master
      Confirmation; (iii) the Agreement; and (iv) the Equity Definitions.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.  On
      the
      third Clearance System Business Day following the Trade Date for each
      Transaction (the “Initial
      Settlement Date”),
      GS&Co. will deliver to Counterparty a number of Shares equal to the Number
      of Shares for the relevant Transaction, and Counterparty will pay to GS&Co.
      cash in immediately available funds in an amount to be specified in the
      Supplemental Confirmation (the “Initial
      Purchase Price”)
      equal
      to the product of the Initial Share Price (as set forth below) and the Number
      of
      Shares. The additional terms of each Transaction set forth below are intended
      to
      be in substance and effect an adjustment to the Initial Purchase Price. Solely
      for the purposes of the Equity Definitions, each Transaction shall be treated
      as
      if it were a Share Forward Transaction. However, the parties acknowledge that
      the Transaction is a Share buyback transaction and is not intended to effect
      a
      net issuance of shares or raise equity capital for Counterparty. Set forth
      below
      are the terms and conditions which, together with the terms and conditions
      set
      forth in each Supplemental Confirmation (in respect of each relevant
      Transaction), shall govern each such Transaction.

     

    General
      Terms:


      
        	
                 

                Trade
                  Date:

              	
                 

                For
                  each Transaction, as set forth in the Supplemental
                  Confirmation.

              
	
                 

                Seller:

              	
                 

                Counterparty

              
	
                 

                Buyer:

              	
                 

                GS&Co.

              
	
                 

                Shares:

              	
                 

                Shares
                  of common stock, $1.00 par value, of Counterparty (Ticker:
                  DLTR)

              
	
                 

                Initial
                  Share
                  Price:

              	
                 

                For
                  each Transaction, as set forth in the Supplemental
                  Confirmation.

              
	
                 

                Forward
                  Price:

              	
                 

                For
                  each Transaction, the Initial Share Price for such
                  Transaction.

              
	
                 

                Prepayment:

              	
                 

                Not
                  Applicable

              
	
                 

                Variable
                  Obligation:

              	
                 

                Not
                  Applicable

              
	
                 

                Exchange:

              	
                 

                NASDAQ
                  Global Select Market

              
	
                 

                Related
                  Exchange(s):

              	
                 

                All
                  Exchanges

              
	
                 

                Market
                  Disruption
                  Event:

              	
                 

                The
                  definition of “Market Disruption Event” in Section 6.3(a) of the Equity
                  Definitions is hereby amended by replacing the words “at any time during
                  the one-hour period that ends at the relevant Valuation Time” in the third
                  line thereof with the words “at any time on any Scheduled Trading Day
                  during the Valuation Period or” after the word
                  “material”.

              


      


     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Valuation:


      
        	
                 

                Valuation
                  Period:

              	
                 

                Each
                  Scheduled Trading Day during the period commencing on and including
                  the
                  First Valuation Date, to and including the Valuation Date (but
                  excluding
                  any day(s) on which the Valuation Period is suspended in accordance
                  with
                  Section 5 herein).

              
	 	
                 

                Notwithstanding
                  anything to the contrary in the Equity Definitions, to the extent
                  that a
                  Disrupted Day occurs in the Valuation Period, the Calculation Agent
                  may
                  postpone the Valuation Date. In such event, the Calculation Agent
                  must
                  determine whether (i) such Disrupted Day is a Disrupted Day in
                  full, in
                  which case such Disrupted Day shall not be included for purposes
                  of
                  determining the Settlement Price, or (ii) such Disrupted Day is
                  a
                  Disrupted Day only in part, in which case the VWAP Price for such
                  Disrupted Day shall be determined by the Calculation Agent based
                  on Rule
                  10b-18 eligible transactions in the Shares on such Disrupted Day
                  effected
                  before the relevant Market Disruption Event occurred and/or after
                  the
                  relevant Market Disruption Event ended, and the weighting of the
                  VWAP
                  Prices for the relevant Scheduled Trading Days during the Valuation
                  Period
                  shall be adjusted by the Calculation Agent for purposes of determining
                  the
                  Settlement Price, with such adjustments based on, among other factors,
                  the
                  duration of any Market Disruption Event and the volume, historical
                  trading
                  patterns and price of the Shares.

              
	 	
                 

                If
                  a Disrupted Day occurs during the Valuation Period, and each of
                  the nine
                  immediately following Scheduled Trading Days is a Disrupted Day,
                  then the
                  Calculation Agent, in its discretion, may either (i) deem such
                  ninth
                  Scheduled Trading Day to be an Exchange Business Day and determine
                  the
                  VWAP Price for such ninth Scheduled Trading Day and adjust the
                  weighting
                  of the VWAP Prices for the relevant Scheduled Trading Days during
                  the
                  Valuation Period as it deems appropriate for purposes of determining
                  the
                  Settlement Price based on, among other factors, the duration of
                  any Market
                  Disruption Event and the volume, historical trading patterns and
                  price of
                  the Shares or (ii) disregard such day for purposes of determining
                  the
                  Settlement Price and further postpone the Valuation Date as it
                  deems
                  appropriate to determine the VWAP Price.

              
	
                 

                First
                  Valuation
                  Date:

              	
                 

                For
                  each Transaction, as set forth in the Supplemental
                  Confirmation.

              
	
                 

                Valuation
                  Date:

              	
                 

                For
                  each Transaction, the Scheduled Valuation Date set forth in the
                  Supplemental Confirmation (as the same may be postponed in accordance
                  with
                  the provisions hereof); provided
                  that GS&Co. shall have the right to designate any date (the
                  “Accelerated
                  Valuation Date”) on or after the First Acceleration Date
                  to be the Valuation Date by providing notice to Counterparty of
                  any such
                  designation on such date.

              
	
                 

                First
                  Acceleration
                  Date:

              	
                 

                For
                  each Transaction, as set forth in the Supplemental
                  Confirmation.

              


      


     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Settlement
      Terms:

    
      	
               

              Settlement
                Currency:

            	
               

              USD

            
	
               

              Settlement
                Method Election:

            	
               

              Applicable;
                provided
                that (a) Section 7.1 of the Equity Definitions is hereby amended by
                deleting the word “Physical”
                in the sixth line thereof and replacing it with the words “Net
                Share”
                and (b) in the event that GS&Co. would be obligated to deliver to
                Counterparty any Shares under Net Share Settlement, Cash Settlement
                shall
                be applicable in lieu of Net Share Settlement.

            
	
               

              Electing
                Party:

            	
               

              Counterparty

            
	
               

              Settlement
                Method Election Date:

            	
               

              The
                earlier of (i) the fifth Scheduled Trading Day immediately prior
                to the
                originally scheduled Valuation Date and (ii) the Accelerated Valuation
                Date, as the case may be.

            
	
               

              Default
                Settlement Method:

            	
               

              Cash
                Settlement

            
	
               

              Forward
                Cash Settlement Amount:

            	
               

              An
                amount in the Settlement Currency equal to the Number of Shares
                multiplied
                by an
                amount equal to (i) the Settlement Price minus
                (ii) the Forward Price.

            
	
               

              Settlement
                Price:

            	
               

              The
                arithmetic mean of the VWAP Prices of the Shares for each Scheduled
                Trading Day in the Valuation Period minus
                the Settlement Price Adjustment Amount.

            
	
               

              Settlement
                Price Adjustment Amount:

            	
               

              For
                each Transaction, as set forth in the Supplemental
                Confirmation.

            
	
               

              VWAP
                Price:

            	
               

              For
                any Exchange Business Day, as determined by the Calculation Agent
                based on
                the NASDAQ 10b-18 Volume Weighted Average Price per Share for the
                regular
                trading session (including any extensions thereof) of
                the Exchange on such Exchange Business Day (without regard to pre-open
                or
                after hours trading outside of such regular trading session for such
                Exchange Business Day), as published by Bloomberg at 4:15 p.m. New
                York
                time (or 15 minutes following the end of any extension of the regular
                trading session) on such Exchange Business Day,
                on
                Bloomberg page “DLTR.Q <Equity> AQR_SEC” (or any successor
                thereto).
                For purposes of calculating the VWAP Price, the Calculation Agent
                will
                include only those trades that are reported during the period of
                time
                during which Counterparty could purchase its own shares under Rule
                10b-18(b)(2) and pursuant to the conditions of Rule 10b-18(b)(3),
                each
                under the Securities Exchange Act of 1934, as amended (the “Exchange
                Act”)
                (such trades, “Rule
                10b-18 eligible transactions”).

            
	
               

              Counterparty’s
                Contact Details 

            	 
	
               

              for
                Purpose of Giving Notice:

            	
               

              Kent
                Kleeberger

            
	 	
               

              500
                Volvo Parkway

            
	 	
               

              Chesapeake,
                VA 23320

            
	
               

              GS&Co.’s
                Contact Details for

            	 
	
               

              Purpose
                of Giving Notice:

            	
               

              Telephone
                No.: (212)
                902-8996

            
	 	
               

              Facsimile
                No.: (212)
                902-0112

            
	 	
               

              Attention:
                Equity Operations: Options and Derivatives

            
	 	 
	 	
               

              With
                a copy to:

            
	 	
               

              Tracey
                McCabe

            
	 	
               

              Equity
                Capital Markets

            
	 	
               

              One
                New York Plaza

            
	 	
               

              New
                York, NY 10004

            
	 	
               

              Telephone
                No.: (212)
                357-0428

            
	 	
               

              Facsimile
                No.: (212)
                902-3000

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    Net
      Share
      Settlement:

    
      	
               

              Net
                Share Settlement Procedures:

            	
               

              Net
                Share Settlement shall be made in accordance with the procedures
                attached
                hereto as Annex B.

            
	
               

              Net
                Share Settlement Price:

            	
               

              The
                Relevant Price on the Net Share Valuation Date, as reduced by the
                per
                Share amount of the underwriting discount and/or commissions agreed
                to
                pursuant to the equity underwriting agreement contemplated by the
                Net
                Share Settlement Procedures.

            
	
               

              Valuation
                Time:

            	
               

              As
                provided in Section 6.1 of the Equity Definitions; provided
                that Section 6.1 of the Equity Definitions is hereby amended by inserting
                the words “Net Share Valuation Date,” before the words “Valuation Date” in
                the first and third lines thereof.

            
	
               

              Net
                Share Valuation Date:

            	
               

              The
                Exchange Business Day immediately following the Valuation
                Date.

            
	
               

              Net
                Share Settlement Date:

            	
               

              The
                third Exchange Business Day immediately following the Valuation
                Date.

            
	
               

              Reserved
                Shares:

            	
               

              Initially,
                700,000 Shares. The Reserved Shares may be increased or decreased
                in a
                Supplemental Confirmation.

            
	
               

              Relevant
                Price:

            	
               

              As
                provided in Section 1.23(b) of the Equity Definitions; provided
                that Section 1.23(b) of the Equity Definitions is hereby amended
                by
                replacing each occurrence therein of “the Valuation Date or Averaging
                Date, as the case may be,” with the term “such
                day.”

            


    

     

    Share
      Adjustments:

    
      	
               

              Potential
                Adjustment Event:

            	
               

              Notwithstanding
                anything to the contrary in Section 11.2(e) of the Equity Definitions,
                an
                Extraordinary Dividend shall not constitute a Potential Adjustment
                Event.

            
	
               

              Extraordinary
                Dividend:

            	
               

              For
                any calendar quarter, any dividend or distribution on the Shares
                with an
                ex-dividend date occurring during such calendar quarter (other than
                any
                dividend or distribution of the type described in Section 11.2(e)(i)
                or
                Section 11.2(e)(ii)(A) or (B) of the Equity
                Definitions).

            
	
               

              Method
                of Adjustment:

            	
               

              Calculation
                Agent Adjustment

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    Extraordinary
      Events:

     

    Consequences
      of Merger Events and Tender Offers:

    
      	
               

              (a) Share-for-Share:

            	
               

              Modified
                Calculation Agent Adjustment

            
	
               

              (b) Share-for-Other:

            	
               

              Cancellation
                and Payment

            
	
               

              (c) Share-for-Combined:

            	
               

              Component
                Adjustment

            
	
               

              Determining
                Party:

            	
               

              GS&Co.

            
	
               

              Tender
                Offer:

            	
               

              Applicable

            
	
               

              Nationalization,
                Insolvency or Delisting:

            	
               

              Cancellation
                and Payment; provided
                that in addition to the provisions of Section 12.6(a)(iii) of the
                Equity
                Definitions, it shall also constitute a Delisting if the Exchange
                is
                located in the United States and the Shares are not immediately re-listed,
                re-traded or re-quoted on any of the New York Stock Exchange, the
                American
                Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global
                Market (or their respective successors); and if the Shares are immediately
                re-listed, re-traded or re-quoted on any such exchange or quotation
                system, such exchange or quotation system shall be deemed to be the
                Exchange.

            


    

    


    Notwithstanding
      anything to the contrary in the Equity Definitions, if, as a result of a Merger
      Event, a Tender Offer, a Nationalization, an Insolvency or a Delisting,
      Cancellation and Payment applies to one or more Transactions hereunder (whether
      in whole or in part), an Additional Termination Event (with the Transactions
      (or
      portions thereof) to which Cancellation and Payment applies being the Affected
      Transactions, Counterparty being the sole Affected Party and the Early
      Termination Date being the date on which such Transactions would be cancelled
      pursuant to Article 12 of the Equity Definitions) shall be deemed to occur,
      and,
      in lieu of Sections 12.7 and 12.8 of the Equity Definitions, Section 6 of the
      Agreement shall apply to such Affected Transactions.

     

    Additional
      Disruption Events:

    
      	 	
               

            


    

    
      	
              (a)  Change
                in Law:

            	
               

              Applicable

            
	
              (b)  Insolvency
                Filing:

            	
               

              Applicable

            
	
              (c)  Loss
                of Stock Borrow:

            	
               

              Applicable;
                provided
                that Sections 12.9(a)(vii) and 12.9(b)(iv) of the Equity Definitions
                shall
                be amended by deleting the words “at a rate equal to or less than the
                Maximum Stock Loan Rate” and replacing them with “at a rate of return
                equal to or greater than zero”.

            
	
              Hedging
                Party:

            	
               

              GS&Co.

            
	
              Determining
                Party:

            	
               

              GS&Co.

            


    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    Notwithstanding
      anything to the contrary in the Equity Definitions, if, as a result of an
      Additional Disruption Event, any Transaction is cancelled or terminated, an
      Additional Termination Event (with such terminated Transaction(s) being the
      Affected Transaction(s), Counterparty being the sole Affected Party and the
      Early Termination Date being the date on which such Transaction(s) would be
      cancelled or terminated pursuant to Article 12 of the Equity Definitions) shall
      be deemed to occur, and, in lieu of Sections 12.7 and 12.8 of the Equity
      Definitions, Section 6 of the Agreement shall apply to such Affected
      Transaction(s).

     

    Non-Reliance/Agreements
      and

    Acknowledgments
      Regarding

    Hedging
      Activities/Additional 

    Acknowledgements:    Applicable

    
      	
               

              Net
                Share Settlement Upon

            	 
	
               

              Early
                Termination:

            	
               

              Counterparty
                shall have the right, in its sole discretion, in lieu of making any
                payment required to be made by it (the “Early
                Termination Amount”)
                pursuant to Sections 6(d) and 6(e) of the Agreement following the
                occurrence of an Early Termination Date in respect of the Transaction
                (other than any Early Termination Date occurring as a result of a
                Share-for-Other or Share-for-Combined Merger Event or Tender Offer
                in
                respect of the portion of the consideration for the Shares consisting
                of
                cash), elect to settle its obligation to pay the Early Termination
                Amount
                in Shares in accordance with the terms, and subject to the conditions,
                for
                Net Share Settlement herein by giving written notice to GS&Co. of such
                election on the day that the notice fixing an Early Termination Date
                is
                effective. If Counterparty elects Net Share Settlement under such
                circumstances: (a) the Net Share Valuation Date shall be the Early
                Termination Date, which shall be either the Exchange Business Day
                that
                such notice is effective or the first Exchange Business Day immediately
                following the Exchange Business Day that such notice is effective,
                (b) the
                Net Share Settlement Date shall be deemed to be the Exchange Business
                Day
                immediately following the Early Termination Date and (c) all references
                to
                Forward Cash Settlement Amount in Annex B hereto shall be deemed
                references to the Early Termination Amount.

            
	
               

              Transfer:

            	
               

              Notwithstanding
                anything to the contrary in the Agreement, GS&Co. may assign, transfer
                and set over all rights, title and interest, powers, privileges and
                remedies of GS&Co. under any Transaction, in whole or in part, to an
                affiliate of GS&Co. whose obligations are guaranteed by The Goldman
                Sachs Group, Inc. without the consent of Counterparty.

            
	
               

              Counterparty
                Payment Instructions:

            	
               

              To
                be provided by Counterparty

            


    

     

    2.  Calculation
      Agent:
      GS&Co.; provided
      that
      any
      disagreement regarding any determination made by the Calculation Agent shall
      be
      resolved in accordance with Section 20 of this Master Confirmation.

     

    3.  Representations,
      Warranties and Covenants of GS&Co. and Counterparty.
      In
      addition to the representations and warranties in the Agreement, each party
      represents, warrants and covenants to the other party that:

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (a)  Eligible
      Contract Participant.
      (i) It
      is an “eligible contract participant”, as defined in the U.S. Commodity Exchange
      Act, as amended and (ii) is entering into each Transaction hereunder as
      principal (and not as agent or in any other capacity, fiduciary or otherwise)
      and
      not
      for the benefit of any third party.

     

    (b)  Accredited
      Investor.
      Each
      party acknowledges that the offer and sale of each Transaction to it is intended
      to be exempt from registration under the Securities Act of 1933, as amended
      (the
“Securities
      Act”),
      by
      virtue of Section 4(2) thereof and the provisions of Regulation D promulgated
      thereunder (“Regulation
      D”).
      Accordingly, each party represents and warrants to the other that (i) it has
      the
      financial ability to bear the economic risk of its investment in each
      Transaction and is able to bear a total loss of its investment, (ii) it is
      an “accredited investor” as that term is defined under Regulation D, (iii) it
      will purchase each Transaction not with a view to the distribution or resale
      thereof in a manner that would violate the Securities Act and (iv) the
      disposition of each Transaction is restricted under this Master Confirmation,
      the Securities Act and state securities laws.

     

    4.  Additional
      Representations, Warranties and Covenants of GS&Co.
      In
      addition to the representations, warranties and covenants in the Agreement
      and
      those contained herein, GS&Co. hereby represents, warrants and covenants to
      Counterparty that:

     

    (a)  with
      respect to purchases of Shares by GS&Co. in connection with any Transaction
      during the Valuation Period for such Transaction (other than any purchases
      made
      by GS&Co. in connection with dynamic hedge adjustments of GS&Co.’s
      exposure to any Transaction as a result of any equity optionality contained
      in
      such Transaction), GS&Co. will use good faith efforts to effect such
      purchases in a manner so that, if such purchases were made by Counterparty,
      they
      would meet the requirements of Rule 10b-18(b)(2), (3) and (4), and effect
      calculations in respect thereof, taking into account any applicable Securities
      and Exchange Commission no-action letters as appropriate and subject to any
      delays between the execution and reporting of a trade of the Shares on the
      Exchange and other circumstances beyond GS&Co.’s control;

     

    (b)  it
      will
      conduct its purchases in connection herewith in a manner that would not be
      deemed to constitute a tender offer within the meaning of Section 14(d)(1)
      of
      the Exchange Act; and

     

    (c)  for
      the
      avoidance of doubt, GS&Co. has implemented reasonable policies and
      procedures, taking into consideration the nature of its business, to ensure
      that
      individuals making investment decisions would not violate laws prohibiting
      trading on the basis of material nonpublic information. Such individuals shall
      not be in possession of material nonpublic information during all relevant
      times
      beginning on the date hereof and continuing through the Valuation Period for
      any
      Transaction.

     

    5.  Additional
      Representations, Warranties and Covenants of Counterparty.
      In
      addition to the representations, warranties and covenants in the Agreement
      and
      those contained herein, as of (i) the date hereof and (ii) the period of time
      from the Trade Date for each Transaction hereunder until the time that each
      party has fully performed all of its obligations under such Transaction,
      Counterparty represents, warrants and covenants to GS&Co. that:

     

    (a)  assuming
      the accuracy of the representations by GS&Co. in Section 4(b)
      hereof,
      the purchase or writing of each Transaction and the transactions contemplated
      hereby do not and will not violate Rule 13e-1 or Rule 13e-4 under the
      Exchange Act;

     

    (b)  it
      is not
      entering into any Transaction (i) on the basis of, and is not aware of, any
      material non-public information with respect to the Shares (ii) in anticipation
      of, in connection with, or to facilitate, a distribution of its securities,
      a
      self tender offer or a third-party tender offer or (iii) to create actual or
      apparent trading activity in the Shares (or any security convertible into or
      exchangeable for the Shares) or to raise or depress or otherwise manipulate
      the
      price of the Shares (or any security convertible into or exchangeable for the
      Shares);

     

    (c)  (i)
      each
      Transaction is being entered into pursuant to a publicly disclosed Share
      buy-back program; (ii) its Board of Directors has approved the use of
      derivatives to effect the Share buy-back program; and (iii) Counterparty shall
      immediately retire the Shares purchased in any Transaction;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (d)  without
      limiting the generality of Section 13.1 of the Equity Definitions, Counterparty
      acknowledges that GS&Co. is not making any representations or warranties
      with respect to the treatment of any Transaction under FASB Statements 128,
      133
      (as amended), 149 or 150, EITF 00-19, 01-6 or 03-6 (or any successor issue
      statements) or under the Financial Accounting Standards Board’s Liabilities
& Equity Project; 

     

    (e)  Counterparty
      is in compliance with its reporting obligations under the Exchange Act in all
      material respects and its most recent Annual Report on Form 10-K, together
      with
      all reports subsequently filed by it pursuant to the Exchange Act, taken
      together and as amended and supplemented to the date of this representation,
      do
      not, as of their respective filing dates, contain any untrue statement of a
      material fact or omit to state any material fact required to be stated therein
      or necessary to make the statements therein, in the light of the circumstances
      under which they were made, not misleading;

     

    (f)  Counterparty
      shall report each Transaction as required under Regulation S-K and/or Regulation
      S-B under the Exchange Act, as applicable;

     

    (g)  Counterparty
      is not, and will not be, engaged in a “distribution” of Shares or securities
      that are convertible into, or exchangeable or exercisable for Shares for
      purposes of Regulation M promulgated under the Exchange Act (“Regulation
      M”)
      at any
      time during the period commencing on the first day of the Valuation Period
      and
      ending on the last day of the Valuation Period or, in the event GS&Co.
      designates an Accelerated Termination Date or either party designates an Early
      Termination Date or an Early Termination Date is deemed to occur, the
      15th
      Exchange
      Business Day immediately following such Accelerated Termination Date or Early
      Termination Date, as the case may be, or such earlier day as elected by
      GS&Co. and communicated to Counterparty on such day (the “Relevant
      Period”)
      unless
      Counterparty has provided written notice to GS&Co. of such distribution (a
“Regulation
      M Distribution Notice”)
      not
      later than the Scheduled Trading Day immediately preceding the first day of
      the
      relevant “restricted period” (as defined in Regulation M); Counterparty
      acknowledges that any such notice may cause the Valuation Period to be extended
      or suspended pursuant to Section 6
      below;
      accordingly, Counterparty acknowledges that its delivery of such notice must
      comply with the standards set forth in Section 7
      below;

     

    (h)  Counterparty
      acknowledges that each Transaction is a derivatives transaction in which it
      has
      granted GS&Co. an option; GS&Co. may purchase shares for its own account
      at an average price that may be greater than, or less than, the price paid
      by
      Counterparty under the terms of the related Transaction;

     

    (i)  on
      the
      Trade Date for each Transaction and on each day of the Valuation Period for
      such
      Transaction, Counterparty is not and will not be “insolvent” (as such term is
      defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the
      United States Code) (the “Bankruptcy
      Code”))
      and
      Counterparty would be able to purchase a number of Shares equal to the Number
      of
      Shares in compliance with the laws of the jurisdiction of Counterparty’s
      incorporation;

     

    (j)  Counterparty
      is not and, after giving effect to any Transaction, will not be, required to
      register as an “investment company” as such term is defined in the Investment
      Company Act of 1940, as amended;

     

    (k)  with
      the
      exception of the Collared Accelerated Stock Buyback transaction (the
“Collared
      ASB Transaction”)
      evidenced by the confirmation dated December 8, 2006 between Counterparty and
      GS&Co. and the Supplemental Confirmation thereto dated December 8, 2006, it
      has not and, during the Relevant Period for any Transaction, will not enter
      into
      agreements similar to the Transactions described herein where any initial hedge
      period (however defined), the valuation period (however defined) or the relevant
      period (however defined) in such other transaction will overlap at any time
      (including as a result of extensions in such initial hedge period, valuation
      period or relevant period as provided in the relevant agreements) with any
      Relevant Period under this Master Confirmation. In the event that the initial
      hedge period, valuation period or relevant period in any other similar
      transaction overlaps with any Relevant Period under this Master Confirmation
      as
      a result of an extension of the Valuation Date pursuant to Section 5 herein,
      Counterparty shall promptly amend such transaction to avoid any such
      overlap.

     

    6.  Suspension
      of Valuation Period. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (a)  If
      Counterparty concludes that it will be engaged in a distribution of the Shares
      for purposes of Regulation M, Counterparty agrees that it will, on a day no
      later than the Scheduled Trading Day immediately preceding the start of the
      relevant restricted period, provide GS&Co. with a Regulation M Distribution
      Notice. Upon the effectiveness of such Regulation M Distribution Notice,
      GS&Co. shall halt any purchase of Shares in connection with hedging any
      Transaction during the relevant restricted period (other than any purchases
      made
      by GS&Co. in connection with dynamic hedge adjustments of GS&Co.’s
      exposure to any Transaction as a result of any equity optionality contained
      in
      such Transaction). If on any Scheduled Trading Day Counterparty delivers the
      Regulation M Distribution Notice in writing (and confirms by telephone) by
      8:30
      a.m. New York City time (the “Notification
      Time”)
      then
      such notice shall be effective as of such Notification Time. In the event that
      Counterparty delivers such Regulation M Distribution Notice in writing and/or
      confirms by telephone after the Notification Time, then such notice shall be
      effective as of 8:30 a.m. New York City time on the following Scheduled Trading
      Day or as otherwise required by law or agreed between Counterparty and
      GS&Co. Upon the effectiveness of such Regulation M Distribution Notice, the
      Valuation Period shall be suspended and the Valuation Date shall be postponed
      for each Scheduled Trading Day in such restricted period; accordingly,
      Counterparty acknowledges that its delivery of such notice must comply with
      the
      standards set forth in Section 7
      below,
      including, without limitation, the requirement that such notice be made at
      a
      time at which none of Counterparty or any officer, director, manager or similar
      person of Counterparty is aware of any material non-public information regarding
      Counterparty or the Shares.

     

    (b)  In
      the
      event that GS&Co. reasonably concludes, in its good faith discretion, based
      on advice of outside legal counsel, that it is appropriate with respect to
      any
      legal, regulatory or self-regulatory requirements or related policies and
      procedures (whether or not such requirements, policies or procedures are imposed
      by law or have been voluntarily adopted by GS&Co.), for it to refrain from
      purchasing Shares on any Scheduled Trading Day during the Valuation Period,
      GS&Co. may by written notice to Counterparty (confirmed by telephone) elect
      to suspend the Valuation Period for such number of Scheduled Trading Days as
      is
      specified in the notice; provided
      that
      GS&Co. may exercise this right to suspend only in relation to events or
      circumstances that are unknown to it or any of its affiliates at the Trade
      Date
      of any Transaction, occur within the normal course of its or any of its
      affiliates’ businesses, and are not the result of deliberate actions of it or
      any of its affiliates with the intent to avoid its obligations under the terms
      of any Transaction. The notice shall not specify, and GS&Co. shall not
      otherwise communicate to Counterparty, the reason for GS&Co.’s election to
      suspend the Valuation Period. The Valuation Period shall be suspended and the
      Valuation Date shall be postponed for each Scheduled Trading Day occurring
      during any such suspension. 

     

    (c)  In
      the
      event that the Valuation Period is suspended pursuant to Section 6(a)
      or
(b)
      above
      during the regular trading session on the Exchange, such suspension shall be
      deemed to be an additional Market Disruption Event, and the second and third
      paragraphs under “Valuation Period” shall apply.

     

    7.  10b5-1
      Plan.
      Counterparty represents, warrants and covenants to GS&Co. that for each
      Transaction:

     

    (a) Counterparty
      is entering into this Master Confirmation and each Transaction hereunder in
      good
      faith and not as part of a plan or scheme to evade the prohibitions of Rule
      10b5-1 under the Exchange Act (“Rule
      10b5-1”)
      or any
      antifraud or anti-manipulation provisions of the federal or applicable state
      securities laws and that it has not entered into or altered and will not enter
      into or alter any corresponding or hedging transaction or position with respect
      to the Shares. Counterparty acknowledges that it is the intent of the parties
      that each Transaction entered into under this Master Confirmation comply with
      the requirements of Rule 10b5-1(c)(1)(i)(A)
      and (B) and each Transaction entered into under this Master Confirmation shall
      be interpreted to comply with the requirements of Rule 10b5-1(c). 

     

    (b) Counterparty
      will not seek to control or influence GS&Co. to make “purchases or sales”
(within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under any Transaction entered
      into under this Master Confirmation, including, without limitation, GS&Co.’s
      decision
      to enter into any hedging transactions. Counterparty represents and warrants
      that it has consulted with its own advisors as to the legal aspects of its
      adoption and implementation of this Master Confirmation and each Supplemental
      Confirmation under Rule 10b5-1. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (c) Counterparty
      acknowledges and agrees that any amendment, modification, waiver or termination
      of this Master Confirmation or the relevant Supplemental Confirmation must
      be
      effected in accordance with the requirements for the amendment or termination
      of
      a “plan”
as
      defined in Rule 10b5-1(c). Without limiting the generality of the foregoing,
      any
      such amendment, modification, waiver or termination shall be made in good faith
      and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5,
      and
      no such amendment, modification, waiver or termination shall be made at any
      time
      at which Counterparty or any officer, director, manager or similar person of
      Counterparty is aware of any material non-public information regarding
      Counterparty or the Shares.

     

    8.  Counterparty
      Purchases.
      Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18 under the
      Exchange Act (“Rule
      10b-18”))
      shall
      not, without the prior written consent of GS&Co., directly or indirectly
      purchase any Shares (including by means of a derivative instrument), listed
      contracts on the Shares or securities that are convertible into, or exchangeable
      or exercisable for Shares (including, without limitation, any Rule 10b-18
      purchases of blocks (as defined in Rule 10b-18)) during any Relevant Period
      (as
      extended pursuant to the provisions hereof). During this time, any such
      purchases by Counterparty shall be made through GS&Co., or if not through
      GS&Co., with the prior written consent of GS&Co. (which shall not be
      unreasonably withheld), and in compliance with Rule 10b-18 or otherwise in
      a manner that Counterparty and GS&Co. reasonably believe is in compliance
      with applicable requirements.
      However,
      the foregoing shall not limit Counterparty’s ability, pursuant to its employee
      incentive plan, to re-acquire Shares in connection with the related equity
      transactions or to limit Counterparty’s ability to withhold shares to cover tax
      liabilities associated with such equity transaction or otherwise restrict
      Counterparty’s ability to repurchase Shares under privately negotiated
      transactions with any of its employees, officers, directors or affiliates,
      so
      long as any re-acquisition, withholding or repurchase does not constitute a
      “Rule 10b-18 purchase” (as defined in Rule 10b-18). Furthermore, this Section
      shall not restrict any purchase by Counterparty of Shares effected during any
      suspension of any Valuation Period in accordance with Section 6(b).

     

    9.  Additional
      Termination Event.
      The
      declaration of any Extraordinary Dividend by the Issuer during the Valuation
      Period for any Transaction will constitute an Additional Termination Event,
      with
      Counterparty as the sole Affected Party and all Transactions hereunder as the
      Affected Transactions.

     

    10.  Additional
      Event of Default.
      The
      following occurrence will constitute an Event of Default for purposes of Section
      5(a) of the Agreement (with Counterparty considered to be the Defaulting Party):
      Counterparty
      fails
      to
      perform any obligation required to be performed under any other agreement
      between Counterparty and GS&Co. or its affiliated entities.

     

    11.  Automatic
      Termination Provisions.
      Notwithstanding anything to the contrary in Section 6 of the
      Agreement:

     

    (a)  If
      a
      Termination Price is specified in one or more Supplemental Confirmations, then
      an Additional Termination Event with Counterparty as the sole Affected Party
      and
      all Transactions to which such Supplemental Confirmations relate as Affected
      Transactions will automatically occur without any notice or action by GS&Co.
      or Counterparty if the price of the Shares on the Exchange at any time falls
      below such Termination Price. The Exchange Business Day that the price of the
      Shares on the Exchange at any time falls below the Termination Price will be
      the
“Early Termination Date” for purposes of the Agreement.

     

    (b)  Notwithstanding
      anything to the contrary in Section 6(d) of the Agreement, following the
      occurrence of such an Additional Termination Event, GS&Co. will notify
      Counterparty of the amount owing under Section 6(e) of the Agreement within
      a
      commercially reasonable time period (with such period based upon the amount
      of
      time, determined by GS&Co. (or any of its Affiliates) in its sole
      discretion, that it would take to unwind any of its Hedge Position(s) related
      to
      the Transaction in a commercially reasonable manner based on relevant market
      indicia). For purposes of the “Net Share Settlement Upon Early Termination”
provisions herein, the date that such notice is effective shall constitute
      the
      Net Share Valuation Date and the Early Termination Date.

     

    12.  Special
      Provisions for Merger Transactions.
      Notwithstanding anything to the contrary herein or in the Equity Definitions,
      Counterparty shall,

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (a) prior
      to
      the opening of trading in the Shares on any day during any Valuation Period
      on
      which Counterparty makes, or expects to be made, any public announcement (as
      defined in Rule 165(f) under the Securities Act of 1933, as amended) of any
      Merger Transaction, notify GS&Co. of such public announcement;

     

    (b) promptly
      notify GS&Co. following any such announcement that such announcement has
      been made; 

     

    (c) promptly
      provide GS&Co. with written notice specifying (i) Counterparty’s average
      daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full
      calendar months immediately preceding the Announcement Date that were not
      effected through GS&Co. or its affiliates and (ii) the number of Shares
      purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act
      for the three full calendar months preceding the Announcement Date. Such written
      notice shall be deemed to be a certification by Counterparty to GS&Co. that
      such information is true and correct. In addition, Counterparty shall promptly
      notify GS&Co. of the earlier to occur of the completion of such transaction
      and the completion of the vote by target shareholders. Counterparty acknowledges
      that any such notice may cause the terms of any Transaction to be adjusted
      or
      such Transaction to be terminated; accordingly, Counterparty acknowledges that
      its delivery of such notice must comply with the standards set forth in Section
      6; and

     

    (d) GS&Co.
      in good faith and commercially reasonable discretion may (i) suspend the
      Valuation Period and postpone the Valuation Date or (ii) treat the occurrence
      of
      such public announcement as an Additional Termination Event with Counterparty
      as
      the sole Affected Party and the Transactions hereunder as the Affected
      Transactions. 

     

    “Merger
      Transaction”
means
      any merger, acquisition or similar transaction involving a recapitalization
      as
      contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act. 

     

    13.  Special
      Calculation and Settlement Following Early Termination.
      Notwithstanding anything to the contrary in this Master Confirmation or any
      Supplemental Confirmation hereunder, in the event that an Early Termination
      Date
      occurs or is designated with respect to one or more Transactions (each an
“Elected
      Transaction”
and
      collectively, the “Elected
      Transactions”),
      then
      GS&Co. may elect, in its sole discretion, by notice to Counterparty, to have
      Counterparty deliver the Number of Early Settlement Shares to GS&Co. on the
      date that such notice is effective and either (x) GS&Co. shall pay to
      Counterparty the Special Termination Amount, if such amount is positive, or
      (y)
      Counterparty shall either (1) pay to GS&Co. the absolute value of the
      Special Termination Amount, if such amount is negative, or (2) elect for the
      provisions set forth opposite “Net Share Settlement Upon Early Termination” to
      apply except that all references in such provision to “the Early Termination
      Amount” shall be replaced with references to “the Special Termination Amount”.


     

    To
      the
      extent that Counterparty elects to deliver Early Settlement Shares to GS&Co.
      accompanied by an effective Registration Statement (as defined in Annex B and
      satisfactory to GS&Co. in its reasonable discretion) covering such Shares,
      Counterparty must be in compliance with the conditions specified in paragraph
      3
      in Annex B hereto at the time of such delivery. If Counterparty elects to
      deliver Unregistered Settlement Shares (as defined in Annex B) to GS&Co.,
      Counterparty and GS&Co. will negotiate in good faith on acceptable
      procedures and documentation relating to the sale of such Unregistered
      Settlement Shares. Counterparty and GS&Co. agree that the payment of the
      Special Termination Amount and the delivery of the Early Settlement Shares
      satisfy in full any obligation of a party to make any payments pursuant to
      Section 6(e) of the Agreement or Article 12 of the Equity Definitions, as the
      case may be, in respect of the Elected Transactions.

     

    “Number
      of Early Settlement Shares”
means
      a
      number of Shares (“Early
      Settlement Shares”)
      as
      determined by GS&Co. in a good faith and commercially reasonable manner
      based on its or any of its Affiliates’ Hedge Positions with respect to the
      Elected Transactions under this Master Confirmation. 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    “Special
      Termination Amount”
means
      the sum of (a) the product of (i) the Number of Early Settlement Shares
multiplied
      by
      (ii) a
      per Share price (the “Early
      Termination Price”)
      determined by GS&Co. in a good faith and commercially reasonable manner
      based on relevant market indicia, including GS&Co.’s funding costs
      associated with Early Settlement Shares and costs incurred or estimated to
      be
      incurred by GS&Co. in connection with the purchase and sale of Shares in
      order to close out GS&Co.’s or any of its Affiliates’ Hedge Positions with
      respect to each Affected Transaction and, in the event that Counterparty
      delivers Unregistered Shares to GS&Co., whether GS&Co. and Counterparty
      have agreed on acceptable procedures and documentation relating to such
      Unregistered Shares as described above and (b) any amount owing under Section
      6(e) of the Agreement, in respect of the Elected Transactions by GS&Co. to
      Counterparty (expressed as a positive number) or by Counterparty to GS&Co.
      (expressed as a negative number).

     

    14.  Acknowledgments.
      The
      parties hereto intend for:

     

    (a)  each
      Transaction to be a “securities contract” as defined in Section 741(7) of the
      Bankruptcy Code, a “swap agreement” as defined in Section 101(53B) of the
      Bankruptcy Code and a “forward contract” as defined in Section 101(25) of the
      Bankruptcy Code, and the parties hereto to be entitled to the protections
      afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 362(b)(27),
      362(o), 546(e), 546(g), 555, 556, 560 and 561 of the Bankruptcy
      Code;

     

    (b)  the
      Agreement to be a “master netting agreement” as defined in Section 101 (38A) of
      the Bankruptcy Code;

     

    (c)  a
      party’s
      right to liquidate or terminate any Transaction, net out or offset termination
      values or payment amounts, and to exercise any other remedies upon the
      occurrence of any Event of Default or Termination Event under the Agreement
      with
      respect to the other party or any Extraordinary Event that results in the
      termination or cancellation of any Transaction to constitute a “contractual
      right” (as defined in the Bankruptcy Code);

     

    (d)  any
      cash,
      securities or other property transferred as performance assurance, credit
      support or collateral with respect to each Transaction to constitute “margin
      payments” (as defined in the Bankruptcy Code); and 

     

    (e)  all
      payments for, under or in connection with each Transaction, all payments for
      the
      Shares and the transfer of such Shares to constitute “settlement payments” and
“transfers” (as defined in the Bankruptcy Code).

     

    15.  Credit
      Support Documents.
      The
      parties hereto acknowledge that no Transaction hereunder is secured by any
      collateral.

     

    16.  Calculations
      on Early Termination and Set-Off. 

     

    (a)  Notwithstanding
      anything to the contrary in the Agreement or the Equity Definitions, the
      calculation of any Settlement Amounts or Unpaid Amounts shall be calculated
      separately for (A) all Terminated Transactions in the Shares of the Issuer
      that qualify as equity under applicable accounting rules (collectively, the
      “Equity
      Shares”)
      as
      determined by the Calculation Agent and (B) all other Terminated
      Transactions under the Agreement including, without limitation, Transactions
      in
      Shares other than those of the Issuer (collectively, the “Other
      Shares”)
      and the
      netting and set-off provisions of the Agreement shall only operate to provide
      netting and set-off (i) among Terminated Transactions in the Equity Shares
      and
      (ii) among Terminated Transactions in the Other Shares. In no event shall the
      netting and set-off provisions of the Agreement operate to permit netting and
      set-off between Terminated Transactions in the Equity Shares and Terminated
      Transactions in the Other Shares.

     

    (b)  The
      parties agree that upon the occurrence of an Event of Default or Termination
      Event with respect to a party who is the Defaulting Party or an Affected Party
      (“X”),
      the
      other party (“Y”)
      will
      have the right (but not be obliged) without prior notice to X or any other
      person to set-off or apply any obligation of X owed to Y (or any Affiliate
      of Y)
      (whether or not matured or contingent and whether or not arising under the
      Agreement, and regardless of the currency, place of payment or booking office
      of
      the obligation) against any obligation of Y (or any Affiliate of Y) owed to
      X
      (whether or not matured or contingent and whether or not arising under the
      Agreement, and regardless of the currency, place of payment or booking office
      of
      the obligation). Y will give notice to the other party of any set-off effected
      under this Section 16.
      

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    Amounts
      (or the relevant portion of such amounts) subject to set-off may be converted
      by
      Y into the Termination Currency at the rate of exchange at which such party
      would be able, acting in a reasonable manner and in good faith, to purchase
      the
      relevant amount of such currency. If any obligation is unascertained, Y may
      in
      good faith estimate that obligation and set-off in respect of the estimate,
      subject to the relevant party accounting to the other when the obligation is
      ascertained. Nothing in this Section 16
      shall be
      effective to create a charge or other security interest. This Section
16
      shall be
      without prejudice and in addition to any right of set-off, combination of
      accounts, lien or other right to which any party is at any time otherwise
      entitled (whether by operation of law, contract or otherwise).”

     

    (c) Notwithstanding
      anything to the contrary in the foregoing, GS&Co. agrees not to set off or
      net amounts due from Counterparty with respect to any Transaction against
      amounts due from GS&Co. to Counterparty with respect to contracts or
      instruments that are not Equity Contracts. “Equity
      Contract”
means
      any transaction or instrument that does not convey rights to GS&Co. senior
      to claims of common stockholders in the event of Counterparty’s bankruptcy.


     

    17.  Payment
      Date upon Early Termination.
      Notwithstanding anything to the contrary in Section 6(d)(ii) of the Agreement,
      all amounts calculated as being due in respect of an Early Termination Date
      under Section 6(e) of the Agreement will be payable on the day that notice
      of
      the amount payable is effective.

     

    18.  Delivery
      on Initial Settlement Date.
      For the
      avoidance of doubt, GS&Co. may satisfy its obligation to deliver Shares on
      the Initial Settlement Date by making separate deliveries of Shares at more
      than
      one time on the Initial Settlement Date, so long as the aggregate number of
      Shares so delivered is equal to the Number of Shares.

     

    19.  Claim
      in Bankruptcy.
      GS&Co. agrees that in the event of the bankruptcy of Counterparty,
      GS&Co. shall not have rights or assert a claim that is senior in priority to
      the rights and claims available to the shareholders of the common stock of
      Counterparty.

     

    20.  Governing
      Law.
      The
      Agreement, this Master Confirmation and each Supplemental Confirmation and
      all
      matters arising in connection with the Agreement, this Master Confirmation
      and
      each Supplemental Confirmation shall be governed by, and construed and enforced
      in accordance with, the laws of the State of New York (without reference to
      its
      choice of laws doctrine).

     

    21.  Offices.

     

    (a)  The
      Office of GS&Co. for each Transaction is: One New York Plaza, New York, New
      York 10004.

     

    (b)  The
      Office of Counterparty for each Transaction is: 500 Volvo Parkway, Chesapeake,
      Virginia 23320.

     

    22.  Arbitration.

     

    (a)  All
      parties to this Confirmation are giving up the right to sue each other in court,
      including the right to a trial by jury, except as provided by the rules of
      the
      arbitration forum in which a claim is filed.

     

    (b)  Arbitration
      awards are generally final and binding; a party’s ability to have a court
      reverse or modify an arbitration award is very limited.

     

    (c)  The
      ability of the parties to obtain documents, witness statements and other
      discovery is generally more limited in arbitration than in court
      proceedings.

     

    (d)  The
      arbitrators do not have to explain the reason(s) for their
      award.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    (e)  The
      panel of arbitrators will typically include a minority of arbitrators who were
      or are affiliated with the securities industry, unless Counterparty is a member
      of the organization sponsoring the arbitration facility, in which case all
      arbitrators may be affiliated with the securities
      industry.

     

    (f)  The
      rules of some arbitration forums may impose time limits for bringing a claim
      in
      arbitration. In some cases, a claim that is ineligible for arbitration may
      be
      brought in court.

     

    (g)  The
      rules of the arbitration forum in which the claim is filed, and any amendments
      thereto, shall be incorporated into this Confirmation.

     

    (h)  Counterparty
      agrees that any and all controversies that may arise between Counterparty and
      GS
& Co., including, but not limited to, those arising out of or relating to
      the Agreement or any Transaction hereunder, shall be determined by arbitration
      conducted before The New York Stock Exchange, Inc. (“NYSE”) or NASD Dispute
      Resolution (“NASD-DR”), or, if the NYSE and NASD-DR decline to hear the matter,
      before the American Arbitration Association, in accordance with their
      arbitration rules then in force. The award of the arbitrator shall be final,
      and
      judgment upon the award rendered may be entered in any court, state or federal,
      having jurisdiction. 

     

    (i)  No
      person shall bring a putative or certified class action to arbitration, nor
      seek
      to enforce any pre-dispute arbitration agreement against any person who has
      initiated in court a putative class action or who is a member of a putative
      class who has not opted out of the class with respect to any claims encompassed
      by the putative class action until: (i) the class certification is denied;
      (ii)
      the class is decertified; or (iii) Counterparty is excluded from the class
      by
      the court. 

     

    (j)  Such
      forbearance to enforce an agreement to arbitrate shall not constitute a waiver
      of any rights under this Confirmation except to the extent stated
      herein.

     

    23.  Counterparts.
      This
      Master Confirmation may be executed in any number of counterparts, all of which
      shall constitute one and the same instrument, and any party hereto may execute
      this Master Confirmation by signing and delivering one or more
      counterparts.

     

    



    
      
        
          


        

        
        

      

      
        15

        
          

        

      

      
        
        

        
          


          


        

      

    



     

    Counterparty
      hereby agrees (a) to check this Master Confirmation carefully and
      immediately upon receipt so that errors or discrepancies can be promptly
      identified and rectified and (b) to confirm that the foregoing (in the
      exact form provided by GS&Co.) correctly sets forth the terms of the
      agreement between GS&Co. and Counterparty with respect to any particular
      Transaction to which this Master Confirmation relates, by manually signing
      this
      Master Confirmation or this page hereof as evidence of agreement to such terms
      and providing the other information requested herein and immediately returning
      an executed copy to Equity Derivatives Documentation Department, facsimile
      No.
      212-428-1980/83.

     

    Yours
      faithfully,

     

    


     

    GOLDMAN,
      SACHS & CO.

     

    By:
      /s/
      Conrad
      Langenegger      

     

    Authorized
      Signatory

     

    Agreed
      and accepted by:

     

    


     

    DOLLAR
      TREE STORES, INC.

     

    


    By: /s/
      Kent
      A. Kleeberger  
          

    Name:
      Kent A. Kleeberger

    Title:
      Senior Vice-President and CFO

     

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


          


        

      

    



     

    ANNEX
      A

     

    


     

    SUPPLEMENTAL
      CONFIRMATION

    
      	
               

              To:

            	
              Dollar
                Tree Stores, Inc.

              500
                Volvo Parkway

              Chesapeake,
                VA 23320

            
	
               

              From:

            	
               

              Goldman,
                Sachs & Co. 

            
	
               

              Subject:

            	
               

              Accelerated
                Stock Buyback

            
	
               

              Ref.
                No:

            	
               

              [Insert
                Reference No.]

            
	
               

              Date:

            	
               

              [Insert
                Date]

            


    

     

    


    The
      purpose of this Supplemental Confirmation is to confirm the terms and conditions
      of the Transaction entered into between Goldman, Sachs & Co. (“GS&Co.”)
      and
      Dollar Tree Stores, Inc. (“Counterparty”
and
      together with GS&Co., the “Contracting
      Parties”)
      on the
      Trade Date specified below. This Supplemental Confirmation is a binding contract
      between GS&Co. and Counterparty as of the relevant Trade Date for the
      Transaction referenced below.

     

    1. This
      Supplemental Confirmation supplements, forms part of, and is subject to the
      Master Confirmation dated as of December
      8, 2006 (the “Master
      Confirmation”)
      between the Contracting Parties, as amended and supplemented from time to time.
      All provisions contained in the Master Confirmation govern this Supplemental
      Confirmation except as expressly modified below.

     

    2. The
      terms
      of the Transaction to which this Supplemental Confirmation relates are as
      follows:

     

    


    
      	
               

              Trade
                Date:

            	
               

              [
                ], 2006

            
	
               

              First
                Valuation Date:

            	
               

              [The
                first day of the Calculation Period with respect to the Collared
                ASB
                Transaction.]

            
	
               

              Initial
                Share Price:

            	
               

              USD[
                ] per Share.

            
	
               

              Scheduled
                Valuation Date:

            	
               

              [
                ]

            
	
               

              First
                Acceleration Date:

            	
               

              [The
                First Acceleration Date for the Collared ASB
                Transaction.]

            
	
               

              Number
                of Shares:

            	
               

              [
                ]

            
	
               

              Settlement
                Price Adjustment Amount:

            	
               

              USD[
                ] per Share

            
	
               

              Initial
                Purchase Price:

            	
               

              USD[50,000,000]

            
	
               

              [Termination
                Price:

            	
               

              USD[
                ] per Share]

            
	
               

              [Increase/Decrease
                in Reserved Shares]:

            	
               

              [
                ]
                Shares

            


    

     

    3. Counterparty
      represents and warrants to GS&Co. that neither it (nor any “affiliated
      purchaser” as defined in Rule 10b-18 under the Exchange Act) have made any
      purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the
      Exchange Act during the four full calendar weeks immediately preceding the
      Trade
      Date other than through GS&Co.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    4. This
      Supplemental Confirmation may be executed in any number of counterparts, all
      of
      which shall constitute one and the same instrument, and any party hereto may
      execute this Supplemental Confirmation by signing and delivering one or more
      counterparts.

     

    Counterparty
      hereby agrees (a) to check this Supplemental Confirmation carefully and
      immediately upon receipt so that errors or discrepancies can be promptly
      identified and rectified and (b) to confirm that the foregoing (in the
      exact form provided by GS&Co.) correctly sets forth the terms of the
      agreement between GS&Co. and Counterparty with respect to this Transaction,
      by manually signing this Supplemental Confirmation or this page hereof as
      evidence of agreement to such terms and providing the other information
      requested herein and immediately returning an executed copy to Equity
      Derivatives Documentation Department, facsimile No.
      212-428-1980/83.

     

    Yours
      sincerely,

     

    


     

    GOLDMAN,
      SACHS & CO.

     

    By:
      ___________________________________ 

     

    Authorized
      Signatory

     

    Agreed
      and accepted by:

     

    


     

    DOLLAR
      TREE STORES, INC.

     

    


    By: __________________________________________

    Name:

    Title:

     

    



    
      
        
          
 

        

        
        

      

      
        A-2

        
          

        

      

      
        
        

        
          


          


        

      

    



     

    ANNEX
      B

     

    NET
      SHARE
      SETTLEMENT PROCEDURES

     

    1. The
      following Net Share Settlement Procedures shall apply to the extent that Net
      Share Settlement applies under the Master Confirmation:

     

    2. Net
      Share
      Settlement shall be made by delivery on the Net Share Settlement Date of a
      number of Shares satisfying the conditions set forth in paragraph 3 below with
      a
      value equal to the Forward Cash Settlement Amount (the “Registered
      Settlement Shares”),
      with
      such Shares’ value based on the Net Share Settlement Price, or a number of
      Shares not satisfying such conditions with a value equal to the Forward Cash
      Settlement Amount (the “Unregistered
      Settlement Shares”),
      with
      such Shares’ value based on the value thereof to GS&Co. (which value shall
      take into account a commercially reasonable illiquidity discount), in each
      case
      as determined by the Calculation Agent.

    


     

    3. Counterparty
      may only deliver Registered Settlement Shares pursuant to paragraph 2 above
      if:

     

    (a) a
      registration statement covering public resale of the Registered Settlement
      Shares by the GS&Co. (the “Registration
      Statement”)
      shall
      have been filed with, and declared effective by, the Securities and Exchange
      Commission under the Securities Act on or prior to the date of delivery, and
      no
      stop order shall be in effect with respect to the Registration Statement; a
      printed prospectus relating to the Registered Settlement Shares (including
      any
      prospectus supplement thereto, the “Prospectus”)
      shall
      have been delivered to GS&Co., in such quantities as GS&Co. shall
      reasonably have requested, on or prior to the date of delivery;

     

    (b) the
      form
      and content of the Registration Statement and the Prospectus (including, without
      limitation, any sections describing the plan of distribution) shall be
      satisfactory to GS&Co.;

     

    (c) as
      of or
      prior the date of delivery, GS&Co. and its agents shall have been afforded a
      reasonable opportunity to conduct a due diligence investigation with respect
      to
      Counterparty customary in scope for underwritten offerings of equity securities
      and the results of such investigation are satisfactory to GS&Co., in its
      discretion; and

     

    (d) as
      of the
      date of delivery, an agreement (the “Underwriting
      Agreement”)
      shall
      have been entered into with GS&Co. in connection with the public resale of
      the Registered Settlement Shares by GS&Co. substantially similar to
      underwriting agreements customary for underwritten offerings of equity
      securities, in form and substance satisfactory to GS&Co., which Underwriting
      Agreement shall include, without limitation, provisions substantially similar
      to
      those contained in such underwriting agreements relating to the indemnification
      of, and contribution in connection with the liability of, GS&Co. and its
      affiliates.

     

    4. If
      Counterparty delivers Unregistered Settlement Shares pursuant to paragraph
      2
      above:

     

    (a) all
      Unregistered Settlement Shares shall be delivered to GS&Co. (or any
      affiliate of GS&Co. designated by GS&Co.) pursuant to the exemption from
      the registration requirements of the Securities Act provided by Section 4(2)
      thereof;

     

    (b) as
      of or
      prior to the date of delivery, GS&Co. and any potential purchaser of any
      such shares from GS&Co. (or any affiliate of GS&Co. designated by
      GS&Co.) identified by GS&Co. shall be afforded a commercially reasonable
      opportunity to conduct a due diligence investigation with respect to
      Counterparty customary in scope for private placements of equity securities
      (including, without limitation, the right to have made available to them for
      inspection all financial and other records, pertinent corporate documents and
      other information reasonably requested by them); and

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

    (c) as
      of the
      date of delivery, Counterparty shall enter into an agreement (a “Private
      Placement Agreement”)
      with
      GS&Co. (or any affiliate of GS&Co. designated by GS&Co.) in
      connection with the private placement of such shares by Counterparty to
      GS&Co. (or any such affiliate) and the private resale of such shares by
      GS&Co. (or any such affiliate), substantially similar to private placement
      purchase agreements customary for private placements of equity securities,
      in
      form and substance commercially reasonably satisfactory to GS&Co., which
      Private Placement Agreement shall include, without limitation, provisions
      substantially similar to those contained in such private placement purchase
      agreements relating to the indemnification of, and contribution in connection
      with the liability of, GS&Co. and its affiliates, and shall provide for the
      payment by Counterparty of all fees and expenses in connection with such resale,
      including all fees and expenses of counsel for GS&Co., and shall contain
      representations, warranties and agreements of Counterparty reasonably necessary
      or advisable to establish and maintain the availability of an exemption from
      the
      registration requirements of the Securities Act for such resales.

     

    5. GS&Co.,
      itself or through an affiliate (the “Selling
      Agent”)
      or any
      underwriter(s), will sell all, or such lesser portion as may be required
      hereunder, of the Registered Settlement Shares or Unregistered Settlement Shares
      and any Makewhole Shares (as defined below) (together, the “Settlement
      Shares”)
      delivered by Counterparty to GS&Co. pursuant to paragraph 6 below commencing
      on the Net Share Settlement Date and continuing until the date on which the
      aggregate Net Proceeds (as such term is defined below) of such sales, as
      determined by GS&Co., is equal to the Forward Cash Settlement Amount (such
      date, the “Final
      Resale Date”).
      If
      the proceeds of any sale(s) made by GS&Co., the Selling Agent or any
      underwriter(s), net of any fees and commissions (including, without limitation,
      underwriting or placement fees) customary for similar transactions under the
      circumstances at the time of the offering, together with carrying charges and
      expenses incurred in connection with the offer and sale of the Shares
      (including, but without limitation to, the covering of any over-allotment or
      short position (syndicate or otherwise)) (the “Net
      Proceeds”)
      exceed
      the Forward Cash Settlement Amount, GS&Co. will refund, in U.S. Dollars,
      such excess to Counterparty on the date that is three (3) Business Days
      following the Final Resale Date, and, if any portion of the Settlement Shares
      remains unsold, GS&Co. shall return to Counterparty on that date such unsold
      Shares. 

     

    6. If
      the
      Calculation Agent determines that the Net Proceeds received from the sale of
      the
      Registered Settlement Shares or Unregistered Settlement Shares or any Makewhole
      Shares, if any, pursuant to this paragraph 6 are less than the Forward Cash
      Settlement Amount (the amount in U.S. Dollars by which the Net Proceeds are
      less
      than the Forward Cash Settlement Amount being the “Shortfall”
and
      the
      date on which such determination is made, the “Deficiency
      Determination Date”),
      Counterparty shall on the Exchange Business Day next succeeding the Deficiency
      Determination Date (the “Makewhole
      Notice Date”)
      deliver to GS&Co., through the Agent, a notice of Counterparty’s election
      that Counterparty shall either (i) pay an amount in cash equal to the Shortfall
      on the day that is one (1) Business Day after the Makewhole Notice Date, or
      (ii) deliver additional Shares. If Counterparty elects to deliver to
      GS&Co. additional Shares, then Counterparty shall deliver additional Shares
      in compliance with the terms and conditions of paragraph 3 or paragraph 4 above,
      as the case may be (the “Makewhole
      Shares”),
      on
      the first Clearance System Business Day which is also an Exchange Business
      Day
      following the Makewhole Notice Date in such number as the Calculation Agent
      reasonably believes would have a market value on that Exchange Business Day
      equal to the Shortfall. Such Makewhole Shares shall be sold by GS&Co. in
      accordance with the provisions above; provided
      that if
      the sum of the Net Proceeds from the sale of the originally delivered Shares
      and
      the Net Proceeds from the sale of any Makewhole Shares is less than the Forward
      Cash Settlement Amount then Counterparty shall, at its election, either make
      such cash payment or deliver to GS&Co. further Makewhole Shares until such
      Shortfall has been reduced to zero. 

     

     

    7. Notwithstanding
      the foregoing, in no event shall the number of Settlement Shares, be greater
      than the Reserved Shares minus
      the
      amount of any Shares actually delivered under any other Transaction(s) under
      this Master Confirmation (the result of such calculation, the “Capped
      Number”).
      Counterparty represents and warrants (which shall be deemed to be repeated
      on
      each day that a Transaction is outstanding) that the Capped Number is equal
      to
      or less than the number of Shares determined according to the following
      formula:

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

    A
      -
      B

     

    
      	 	
              Where

            	
              A
                =
                the number of authorized but unissued shares of the Issuer that are
                not
                reserved for future issuance on the date of the determination of
                the
                Capped Number; and

            


    

     

    
      	 	 	
              B
                =
                the maximum number of Shares required to be delivered to third parties
                if
                Counterparty elected Net Share Settlement of all transactions in
                the
                Shares (other than Transactions in the Shares under this Master
                Confirmation) with all third parties that are then currently outstanding
                and unexercised.

            


    

     

    
Forward
      to Exhibit 10.3

     

    Return
      to Form 10K