Accelerated Share Repurchase Program Non-Collared Supplemental Confirmation
      dated December 8, 2006


    Exhibit
      10.4

    
 

     

    CONFIDENTIAL
      TREATMENT REQUESTED

     

    Confidential
      material has been separately filed with the Securities and Exchange Commission
      under an application for confidential treatment. Terms for which confidential
      treatment has been requested have been omitted and marked with an asterisk
      [*].

     

    SUPPLEMENTAL
      CONFIRMATION

     

    


    
      	
               

              To:

            	
              Dollar
                Tree Stores, Inc.

              500
                Volvo Parkway

              Chesapeake,
                VA 23320

            
	
               

              From:

            	
               

              Goldman,
                Sachs & Co. 

            
	
               

              Subject:

            	
               

              Accelerated
                Stock Buyback

            
	
               

              Ref.
                No:

            	
               

              SDB1623287897

            
	
               

              Date:

            	
               

              December
                8, 2006

            


    

     

    


    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:

            	
               

              December
                8, 2006

            
	
               

              First
                Valuation Date:

            	
               

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

            
	
               

              Initial
                Share Price:

            	
               

              USD30.19
                per Share

            
	
               

              Scheduled
                Valuation Date:

            	
               

              March
                8, 2007

            
	
               

              First
                Acceleration Date:

            	
               

              The
                First Acceleration Date for the Collared ASB
                Transaction.

            
	
               

              Number
                of Shares:

            	
               

              1,656,178

            
	
               

              Settlement
                Price Adjustment Amount:

            	
               

              [*]

            
	
               

              Initial
                Purchase Price:

            	
               

              USD50,000,013.82

            
	
               

              Termination
                Price:

            	
               

              USD15.00
                per Share

            


    

     

    *
      -
      Indicates that certain information contained herein has been omitted and filed
      separately with the Securities and Exchange Commission. Confidential treatment
      has been requested with respect to the omitted portions.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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.

     

    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:
      /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

     

    Forward
      to Exhibit
      10.6

     

    Return
      to Form
      10K