Ex 10.1 Accelerate Share Repurchase Program Collared Master Confirmation dated
      December 8, 2006


    Exhibit
      10.1

    
       

      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

              
	
                 

                A/C:

              	
                 

                [Insert
                  Account Number]

              
	
                 

                From:

              	
                 

                Goldman,
                  Sachs & Co.

	
                 

                Re:

              	
                 

                Collared
                  Accelerated Stock Buyback

              
	
                 

                Ref.
                  No:

              	
                 

                As
                  provided in the Supplemental Confirmation

              
	
                 

                Date:

              	
                 

                December
                  8, 2006

	 	 


      

       

      This
        master confirmation (this “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
        (i) a Supplemental Confirmation in the form of Schedule A hereto (a
“Supplemental Confirmation”), which shall reference this Master
        Confirmation and supplement, form a part of, and be subject to this Master
        Confirmation and (ii) a Trade Notification in the form of Schedule B hereto
        (a
“Trade Notification”), which shall reference the relevant
        Supplemental Confirmation and supplement, form a part of, and be subject
        to such
        Supplemental Confirmation. This Master Confirmation, each Supplemental
        Confirmation and the related Trade Notification 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, each
        Supplemental Confirmation and the related Trade Notification 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, such
        Supplemental Confirmation and Trade Notification relate and shall supersede
        all
        prior or contemporaneous written or oral communications with respect
        thereto.

       

      This
        Master Confirmation, each Supplemental Confirmation and each
        Trade Notification 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). Notwithstanding the terms of Sections 5
        and 6 of the Agreement, if at any time and so long as Counterparty has satisfied
        its payment obligations under Section 2(a)(i) of the Agreement in respect
        of all
        Transactions and has at the time no further payment obligations under such
        Section, then unless GS&Co. is required pursuant to appropriate proceedings
        to return to Counterparty, or otherwise returns to Counterparty upon demand
        of
        Counterparty, any portion of any such payment, (a) the occurrence of an event
        described in Section 5(a) (excluding Section 5(a)(ii), Section 5(a)(iv) and
        Section 5(a)(vii)) of the Agreement with respect to Counterparty shall not
        constitute an Event of Default or a Potential Event of Default with respect
        to
        Counterparty as the Defaulting Party and (b) GS&Co. shall be entitled to
        designate an Early Termination Date pursuant to Section 6(b) of the Agreement
        only as a result of the occurrence of a Termination Event set forth in (i)
        Sections 5(b)(i) and 5(b)(ii) of the Agreement with respect to GS&Co. as an
        Affected Party, (ii) Section 5(b)(iii) of the Agreement with respect to
        GS&Co. as a Burdened Party and (iii) Section 5(b)(v) of the Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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

       

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

       

      1.  Each
        Transaction constitutes a Share Forward Transaction for the purposes of the
        Equity Definitions. Set forth below are the terms and conditions which, together
        with the terms and conditions set forth in the related Supplemental Confirmation
        and Trade Notification (in respect of the relevant Transaction), shall govern
        each such Transaction.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      General
        Terms:


        
          	
                   

                  Trade
                    Date:

                	
                   

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

                
	
                   

                  Buyer:

                	
                   

                  Counterparty

                
	
                   

                  Seller:

                	
                   

                  GS&Co.

                
	
                   

                  Shares:

                	
                   

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

                
	
                   

                  Forward
                    Price:

                	
                   

                  The
                    arithmetic average of the VWAP Prices for each Exchange Business
                    Day in
                    the Calculation Period 

                
	
                   

                  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”).

                
	
                   

                  Forward
                    Price Adjustment Amount:

                	
                   

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

                
	
                   

                  Calculation
                    Period:

                	
                   

                  The
                    period from and including the first Exchange Business Day immediately
                    following the Hedge Completion Date to and including the Termination
                    Date
                    (as adjusted in accordance with the provisions hereof).

                
	
                   

                  Termination
                    Date:

                	
                   

                  For
                    each Transaction, the Scheduled Termination 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
                    Termination Date”) on or after the First Acceleration Date
                    to be the Termination 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.

                
	
                   

                  Hedge
                    Period:

                	
                   

                  The
                    period from and including the day immediately after the Trade
                    Date to and
                    including the Hedge Completion Date (as adjusted in accordance
                    with the
                    provisions hereof).

                
	
                   

                  Hedge
                    Completion Date:

                	
                   

                  For
                    each Transaction, as set forth in the Trade Notification, to
                    be the
                    Exchange Business Day on which GS&Co. finishes establishing its
                    initial Hedge Positions in respect of such Transaction, as determined
                    by
                    GS&Co. in its good faith and commercially reasonable discretion,
                    which
                    date shall be subject to any limitations set forth in the Supplemental
                    Confirmation.

                
	
                   

                  Hedge
                    Period Reference Price:

                	
                   

                  For
                    each Transaction, as set forth in the Trade Notification, to
                    be the
                    arithmetic average of the VWAP Prices for each Exchange Business
                    Day in
                    the Hedge Period.

                
	
                   

                  Market
                    Disruption Event:

                	
                   

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

                
	 	
                   

                  Notwithstanding
                    anything to the contrary in the Equity Definitions, to the extent
                    that a
                    Disrupted Day occurs in the Hedge Period or the Calculation Period,
                    the
                    Calculation Agent may in good faith and acting in a commercially
                    reasonable manner postpone the Hedge Completion Date or the Termination
                    Date, as the case may be. In such event, the Calculation Agent
                    must
                    determine whether (i) such Disrupted Day is a Disrupted Day in
                    full, in
                    which case the VWAP Price for such Disrupted Day shall not be
                    included for
                    purposes of determining the Hedge Period Reference Price or the
                    Forward
                    Price, as the case may be, 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 Price for
                    the
                    relevant Exchange Business Days during the Hedge Period or the
                    Calculation
                    Period, as the case may be, shall be adjusted in a commercially
                    reasonable
                    manner by the Calculation Agent for purposes of determining the
                    Hedge
                    Period Reference Price or the Forward Price, as the case may
                    be, 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 Hedge Period or the Calculation
                    Period,
                    as the case may be, and each of the nine immediately following
                    Scheduled
                    Trading Days is a Disrupted Day, then the Calculation Agent,
                    in its good
                    faith and commercially reasonable 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 using its
                    good faith
                    estimate of the value of the Shares on such ninth Scheduled Trading
                    Day
                    based on the volume, historical trading patterns and price of
                    the Shares
                    and such other factors as it deems appropriate or (ii) further
                    extend the
                    Hedge Period or the Calculation Period, as the case may be, as
                    it deems
                    necessary to determine the VWAP Price.

                
	
                   

                  Exchange:

                	
                   

                  NASDAQ
                    Global Select Market

                
	
                   

                  Related
                    Exchange(s):

                	
                   

                  All
                    Exchanges.

                
	
                   

                  Prepayment\Variable
                    Obligation:

                	
                   

                  Applicable

                
	
                   

                  Prepayment
                    Amount:

                	
                   

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

                
	
                   

                  Prepayment
                    Date:

                	
                   

                  Three
                    (3) Exchange Business Days following the Trade
                    Date.

                


        


       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      Settlement
        Terms:

      
        	
                 

                Physical
                  Settlement:

              	
                 

                Applicable;
                  provided that GS&Co. does not, and shall not, make the
                  agreement or the representations set forth in Section 9.11 of the
                  Equity
                  Definitions related to the restrictions imposed by applicable securities
                  laws with respect to any Shares delivered by GS&Co. to Counterparty
                  under any Transaction.

              
	
                 

                Number
                  of Shares to be Delivered:

              	
                 

                A
                  number of Shares equal to (a) the Prepayment Amount divided by
                  (b) the Forward Price minus the Forward Price Adjustment Amount;
                  provided that the Number of Shares to be Delivered shall not
                  be
                  less than the Minimum Shares and not greater than the Maximum Shares.
                  The
                  Number of Shares to be Delivered on the Settlement Date shall be
                  reduced,
                  but not below zero, by (i) any Shares delivered pursuant to the
                  Initial
                  Share Delivery described below and (ii) any Shares delivered pursuant
                  to
                  the Minimum Share Delivery described below.

              
	
                 

                Excess
                  Dividend Amount:

              	
                 

                For
                  the avoidance of doubt, all references to the Excess Dividend Amount
                  shall
                  be deleted from Section 9.2(a)(iii) of the Equity
                  Definitions.

              
	
                 

                Settlement
                  Date:

              	
                 

                Three
                  (3) Exchange Business Days following the Termination
                  Date.

              
	
                 

                Settlement
                  Currency:

              	
                 

                USD

              
	
                 

                Initial
                  Share Delivery:

              	
                 

                GS&Co.
                  shall deliver a number of Shares equal to the Initial Shares to
                  Counterparty on the Initial Share Delivery Date in accordance with
                  Section
                  9.4 of the Equity Definitions, with the Initial Share Delivery
                  Date deemed
                  to be a “Settlement Date” for purposes of such Section
                  9.4.

              
	
                 

                Initial
                  Share Delivery Date:

              	
                 

                Three
                  (3) Exchange Business Days following the Trade Date.

              
	
                 

                Initial
                  Shares:

              	
                 

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

              
	
                 

                Minimum
                  Share Delivery:

              	
                 

                GS&Co.
                  shall deliver a number of Shares equal to the excess, if any, of
                  the
                  Minimum Shares over the Initial Shares on the Minimum Share Delivery
                  Date
                  in accordance with Section 9.4 of the Equity Definitions, with
                  the Minimum
                  Share Delivery Date deemed to be a “Settlement Date” for purposes of such
                  Section 9.4.

              
	
                 

                Minimum
                  Share Delivery Date:

              	
                 

                Three
                  (3) Exchange Business Days following the Hedge Completion
                  Date.

              
	
                 

                Minimum
                  Shares:

              	
                 

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

              
	
                 

                Maximum
                  Shares:

              	
                 

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

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      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 occurring (in whole or in part) during the
                  period
                  from and including the first day of the Calculation Period to and
                  including the Termination Date, 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

              


      

       

        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);
                  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.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      Additional
        Disruption Events:

      
        	 	
                 

              


      

      
        	 	 	 
	
                  (a)

              	
                  Change
                  in Law:

              	
                  Applicable

              
	 	 	 
	
                  (b)

              	
                  Failure
                  to Deliver:

              	
                  Applicable

              
	 	 	 
	
                  (c)

              	
                  Insolvency
                  Filing:

              	
                  Applicable

              
	 	 	 
	
                  (d)

              	
                  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.

              


      

       

        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

        Acknowledgements
        Regarding 

        Hedging
        Activities/Additional 

       
        Acknowledgements:                               Applicable

      
        	
              	
              
	 	 
	
                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’s
                  Contact Details

              	 
	
                for
                  Purpose of Giving Notice:

              	
                To
                  be provided by Counterparty

              
	 	 
	
                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

              


      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      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.  Additional
        Mutual Representations, Warranties and Covenants.     In addition to the
        representations and warranties in the Agreement, each party represents, warrants
        and covenants to the other party that:

       

      (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 (i) all purchases of Shares made by GS&Co. during any relevant Hedge
        Period in respect of any Transaction and (ii) purchases during the related
        Relevant Period (as defined below) of a number of Shares equal to the Minimum
        Shares for such Transaction less the number of Shares so purchased during
        the
        related Hedge Period in respect of 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 Hedge Period and
        the
        Calculation 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, (ii) the Trade Date for each
        Transaction hereunder and (iii) to the extent indicated below, each day during
        the Hedge Period and Calculation Period for each Transaction hereunder,
        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
        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);

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      (c)     each
        Transaction is being entered into pursuant to a publicly disclosed Share
        buy-back program and its Board of Directors has approved the use of derivatives
        to effect the Share buy-back program;

       

       

      (d)     without
        limiting the generality of Section 13.1 of the Equity Definitions, it
        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, or 149, 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 Hedge Period or the period commencing on the first day of the
        Calculation Period and ending on the last day of the Calculation 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 Hedge Period or the Calculation 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)   as
        of the Trade Date, the
        Prepayment Date, the Initial Share Delivery Date, the Minimum Share Delivery
        Date and the Settlement Date for each 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 Maximum 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; and 

       

      (l)     with
        the exception of the Accelerated Stock Buyback 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 Hedge Period or Relevant Period for any Transaction, will not enter into
        agreements similar to the Transactions described herein where any initial
        hedge
        period (however defined), the calculation 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,
        calculation period or relevant period as provided in the relevant agreements)
        with any Hedge Period or Relevant Period under this Master Confirmation.
        In the
        event that the initial hedge period, calculation period or relevant period
        in
        any other similar transaction overlaps with any Hedge Period or Relevant
        Period
        under this Master Confirmation as a result of an extension of the Termination
        Date pursuant to Section 6 herein, Counterparty shall promptly amend such
        transaction to avoid any such overlap.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      6.  Suspension
        of Hedge Period or Calculation Period. 

       

      (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 Calculation Period
        or the Hedge Period, as the case may be, shall be suspended and the Termination
        Date or the Hedge Completion Date or both, as the case may be, shall 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 Hedge Period or
        the
        Calculation Period, GS&Co. may by written notice to Counterparty (confirmed
        by telephone) elect to suspend the Hedge Period or the Calculation Period,
        as
        the case may be, 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 Hedge Period or the Calculation Period, as
        the case may be. The Hedge Period or the Calculation Period, or both, as
        the
        case may be, shall be suspended and the Termination Date shall be extended
        for
        each Scheduled Trading Day occurring during any such
        suspension. 

       

      (c)  In
        the event that the Calculation Period or the Hedge Period, as the case may
        be,
        is suspended pursuant to Section 6(a) or 6(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 “Market
        Disruption Event” shall apply.

       

      (d)  In
        the event that the Calculation Period is extended pursuant to any provision
        hereof (including, without limitation, pursuant to Section 10(d) below),
        the
        Calculation Agent, in its good faith and commercially reasonable discretion,
        shall adjust any relevant terms of the related Transaction if necessary to
        preserve as nearly as practicable the economic terms of such Transaction
        prior
        to such extension; provided that Counterparty shall not be required to
        make any additional cash payments or deliver any Shares in connection with
        any
        such adjustments. 

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      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, each Supplemental Confirmation
        and each Trade Notification under Rule 10b5-1.

       

      (c) Counterparty
        acknowledges and agrees that any amendment, modification, waiver or termination
        of this Master Confirmation, the relevant Supplemental Confirmation or Trade
        Notification 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 Hedge Period or 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 Hedge Period or Calculation Period in accordance with Section
        6(b).

       

      9.  Additional
        Termination Event. The declaration of any Extraordinary Dividend by the
        Issuer during the Calculation 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.  Special
        Provisions for Merger Transactions. Notwithstanding anything to the contrary
        herein or in the Equity Definitions,

       

      (a)  Counterparty
        shall, prior to the opening of trading in the Shares on any day during any
        Hedge
        Period or Calculation 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;

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

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

       

      (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
        7; and

       

      (d)  GS&Co.
        in its good faith and commercially reasonable discretion may (i) make
        adjustments to the terms of any Transaction, including, without limitation,
        the
        Termination Date, the Forward Price Adjustment Amount and the Maximum Shares
        to
        account for the number of Shares that could be purchased on each day during
        the
        Hedge Period or the Calculation Period in compliance with Rule 10b-18 following
        such public announcement, provided that Counterparty shall not be
        required to make any additional cash payments or deliver any Shares in
        connection with any such adjustments 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.

       

      
        	11.  	
                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).

       

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

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      13.  Limitation
        on Set-off. (a) Notwithstanding anything to the contrary in the Agreement or
        the Equity Definitions, the calculation of any Settlement Amounts and 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 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 13 shall be effective to create a charge
        or
        other security interest. This Section 13 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.

       

      14.  Early
        Termination. In the event that an Early Termination Date (whether as a
        result of an Event of Default or a Termination Event) occurs or is designated
        with respect to any Transaction (except as a result of a Merger Event in
        which
        the consideration or proceeds to be paid to holders of Shares consists solely
        of
        cash), if GS&Co. would owe any amount to Counterparty pursuant to Section
        6(d)(ii) of the Agreement (calculated as if the Transactions being terminated
        on
        such Early Termination Date were the sole Transactions under the Agreement)
        (any
        such amount, a “GS&Co. Amount”), then, in lieu of any
        payment of such GS&Co. Amount, Counterparty may, no later than the Early
        Termination Date or the date on which such Transaction is terminated, elect
        for
        GS&Co. to deliver to Counterparty a number of Shares (or, in the case of a
        Merger Event, a number of units, each comprising the number or amount of
        the
        securities or property that a hypothetical holder of one Share would receive
        in
        such Merger Event (each such unit, an “Alternative Delivery
        Unit” and, the securities or property comprising such unit,
“Alternative Delivery Property”)) with a value equal to the
        GS&Co. Amount, as determined by the Calculation Agent (and the parties agree
        that, in making such determination of value, the Calculation Agent may take
        into
        account a number of factors, including the market price of the Shares or
        Alternative Delivery Property on the date of early termination and the prices
        at
        which GS&Co. purchases Shares or Alternative Delivery Property to fulfill
        its delivery obligations under this Section 14); provided that in
        determining the composition of any Alternative Delivery Unit, if the relevant
        Merger Event involves a choice of consideration to be received by holders,
        such
        holder shall be deemed to have elected to receive the maximum possible amount
        of
        cash.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      15.  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;
provided that if Counterparty elects to receive Shares or Alternative
        Delivery Property in accordance with Section 14), such Shares or Alternative
        Delivery Property shall be delivered on a date selected by GS&Co as promptly
        as practicable.

       

      16.  Special
        Provisions for Counterparty Payments. The parties hereby agree that,
        notwithstanding anything to the contrary herein or in the Agreement, in the
        event that an Early Termination Date (whether as a result of an Event of
        Default
        or a Termination Event) occurs or is designated with respect to any Transaction
        and, as a result, Counterparty owes to GS&Co. an amount calculated under
        Section 6(e) of the Agreement (calculated as if the Transactions being
        terminated on such Early Termination Date were the sole Transactions under
        the
        Agreement), such amount shall be deemed to be zero. It is understood and
        agreed
        that once Buyer has paid the Prepayment Amount for any Transaction, it has
        no
        further obligations to deliver cash or securities upon the settlement of
        such
        Transaction or under Section 6(e) of the Agreement in respect of such
        Transaction.

       

      17.  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.

       

      18.  Governing
        Law. The Agreement, this Master Confirmation, each Supplemental
        Confirmation, each Trade Notification and all matters arising in connection
        with
        the Agreement, this Master Confirmation, each Supplemental Confirmation and
        each
        Trade Notification 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).

       

      
        	19.  	
                Offices.

              


      

       

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

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

       

      20.  Arbitration.
        The Agreement, this Master Confirmation, each Supplemental Confirmation and
        each
        Trade Notification are subject to the following arbitration
        provisions:

       

      (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.

       

      (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.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

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

       

      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. 

       

      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. 

       

      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.”

       

      21.  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.

       

      



      
        
          
            


          

          
          

        

        
          14

          
            

          

        

        
          
          

          
            


          

        

      



       

      


       

      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

      


      



      
        
          
            


          

          
          

        

        
          15

          
            

          

        

        
          
          

          
            


          

        

      



       

      SCHEDULE
        A

       

      


       

      SUPPLEMENTAL
        CONFIRMATION

      
        	
                 

                To:

              	
                Dollar
                  Tree Stores, Inc.

                500
                  Volvo Parkway

                Chesapeake,
                  VA 23320

              
	
                 

                From:

              	
                 

                Goldman,
                  Sachs & Co.

              
	
                 

                Subject:

              	
                 

                Collared
                  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

              
	
                 

                Hedge
                  Completion Date:

              	
                 

                As
                  set forth in the Trade Notification, but in no event later than
                  [
                  ].

              
	
                 

                Scheduled
                  Termination Date:

              	
                 

                [
                  ], subject to GS&Co.’s right to accelerate the Termination Date to any
                  date on or after the First Acceleration Date.

              
	
                 

                First
                  Acceleration Date:

              	
                 

                As
                  set forth in the Trade Notification to be the date that follows
                  the Hedge
                  Completion Date by [__] month[s].

              
	
                 

                Initial
                  Shares:

              	
                 

                [
                  ]

              
	
                 

                Prepayment
                  Amount:

              	
                 

                USD[
                  ]

              
	
                 

                Minimum
                  Shares:

              	
                 

                As
                  set forth in the Trade Notification, to be a number of shares equal
                  to (a)
                  the Prepayment Amount divided by (b) [ ]% of the
                  Hedge Period Reference Price.

              
	
                 

                Maximum
                  Shares:

              	
                 

                As
                  set forth in the Trade Notification, to be a number of shares equal
                  to (a)
                  the Prepayment Amount divided by (b) [ ]% of the
                  Hedge Period Reference Price.

              
	
                 

                Forward
                  Price Adjustment Amount:

              	
                 

                As
                  set forth in the Trade Notification, to be a number equal to [
                  ]% times
                  the Hedge Period Reference Price.

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      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) has 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.

       

      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
        faithfully,

       

      


       

      GOLDMAN,
        SACHS & CO.

       

      By:                     

       

      Authorized
        Signatory

       

      Agreed
        and accepted by:

       

      


       

      DOLLAR
        TREE STORES, INC.

       

      


      By:                     

      Name:
        Kent A. Kleeberger

      Title:
        Senior Vice-President and CFO

      



      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      SCHEDULE
        B

       

      TRADE
        NOTIFICATION

      
        	
                 

                To:

              	
                Dollar
                  Tree Stores, Inc.

                500
                  Volvo Parkway

                Chesapeake,
                  VA 23320

              
	
                 

                From:

              	
                 

                Goldman,
                  Sachs & Co. 

              
	
                 

                Subject:

              	
                 

                Collared
                  Accelerated Stock Buyback

              
	
                 

                Ref.
                  No:

              	
                 

                [Insert
                  Reference No.]

              
	
                 

                Date:

              	
                 

                [Insert
                  Date]

              


      

       

      


       

      The
        purpose of this Trade Notification is to notify you of certain terms in the
        Transaction entered into between Goldman, Sachs & Co.
        (“GS&Co.”) and Dollar Tree Stores,
        Inc. (“Counterparty”) (together, the
“Contracting Parties”) on the Trade Date
        specified below.


       

      This
        Trade Notification supplements, forms part of, and is subject to the
        Supplemental Confirmation dated as of [Insert Date of Supplemental
        Confirmation] (the “Supplemental Confirmation”)
        between the Contracting Parties, as amended and supplemented from time to
        time.
        The Supplemental Confirmation 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 and the Supplemental
        Confirmation govern this Trade Notification except as expressly modified
        below.

       

      


      
        	
                 

                Trade
                  Date:

              	
                 

                [
                  ], 2006

              
	
                 

                Hedge
                  Completion Date:

              	
                 

                [
                  ]

              
	
                 

                Scheduled
                  Termination Date:

              	
                 

                [
                  ]

              
	
                 

                First
                  Acceleration Date:

              	
                 

                [
                  ]
                  (or, if such date is not a Scheduled Trading Day, the next following
                  Scheduled Trading Day).

              
	
                 

                Hedge
                  Period Reference Price:

              	
                 

                USD[
                  ]

              
	
                 

                Forward
                  Price Adjustment Amount:

              	
                 

                USD[
                  ]

              
	
                 

                Minimum
                  Shares:

              	
                 

                [
                  ]

              
	
                 

                Maximum
                  Shares:

              	
                 

                [
                  ]

              


      

       

      Yours
        sincerely,

       

      GOLDMAN,
        SACHS & CO.

       

      By:
        ________________________________

       

      Authorized
        Signatory

       

       

      Forward
        to Exhibit 10.2

       

      Return
        to Form
        10K