Amended and Restated Severance Agreement between the Company and Robert H.
      Rudman dated March 29, 2007


    Exhibit
      10.6

    
 

    AMENDED
      AND RESTATED

    SEVERANCE
      AGREEMENT

    


    


    This
      Amended and Restated Severance Agreement (this “Agreement”) is made as of this
      29th
      day of
      March 2007 between ROBERT H. RUDMAN (“You” or “Executive”) and DOLLAR TREE
      STORES, INC. (“Dollar Tree.” For purposes of this Agreement, “Dollar Tree” shall
      be deemed to include any of its direct or indirect subsidiaries.) This Agreement
      amends, restates, and supersedes in its entirety that certain Severance
      agreement dated June 4, 2003 by and between Executive and Dollar
      Tree.

    


    In
      the
      event Dollar Tree terminates your employment
      for any reason other than "cause," death, permanent disability or
      retirement, you shall be entitled to receive one year of salary
      continuation
      as
      SEVERANCE. Such salary continuation will begin the day after your employment
      separation and continue for twelve (12) months. Anything herein to the contrary
      notwithstanding, no SEVERANCE shall be payable under this Agreement if your
      employment with Dollar Tree terminates on or after May 26, 2008.

    


    On
      the
      date hereof, Executive and Dollar Tree have also entered into that certain
      Retention Agreement by and between Dollar Tree and Executive (“Retention
      Agreement”). In the event severance would otherwise be payable under both this
      Agreement and Retention Agreement, then (i) the Severance Payment (as defined
      in
      the Retention Agreement) shall be in lieu of any SEVERANCE under this Agreement
      and no payments shall be made under this Agreement, and (ii) if any SEVERANCE
      has been paid under this Agreement, the Severance Payment under the Retention
      Agreement shall be reduced by the amount of any SEVERANCE that may have been
      paid under this Agreement.

    


    As
      a
      fundamental condition for this SEVERANCE provision, you agree not to compete
      with Dollar Tree for one year if SEVERANCE is triggered. Consequently, during
      such one year period you will not directly or indirectly operate or promote
      within five miles of any Dollar Tree store: 1.)
      a
      facility or business of at least 500 square feet dedicated to a single
      price
      point at
      or below $1.00; 2.) engage in any type of paper, internet or electronic
      solicitation dedicated to a single price point at or below $1.00; or 3.) operate
      any discount variety store selling more than $100,000 per year dedicated to
      a
      single price point at or below $1.00. In agreeing to this provision, you
      acknowledge that Dollar Tree is a growing company that currently operates in
      47
      or more states.

    


    As
      a
      fundamental condition of this SEVERANCE provision, you also agree not to
      directly or indirectly influence or attempt to influence any supplier, service
      provider or other person or entity with whom Dollar Tree does business to
      modify, terminate or change the course of dealing or any written
      or verbal agreement that Dollar Tree has with such person or entity
      or take
      other action that would adversely impact Dollar Tree's relationship with its
      suppliers or service providers.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    As
      a
      fundamental condition of the SEVERANCE provision, you also agree not to directly
      or indirectly hire or attempt to hire any Dollar Tree employee or to solicit,
      induce or attempt to solicit or induce any Dollar Tree employee
      to leave his or her job for any reason whatsoever, without the prior
      written
      consent of Dollar Tree. This limitation on hire and solicitation, however,
      does not prohibit solicitations for employment by means of general advertisement,
      such as newspaper, that is not targeted specifically at Dollar
      Tree
      employees.

    


    For
      SEVERANCE purposes, "cause" shall include: (a) conduct that would constitute
      a
      felony or crime involving moral turpitude; (b) conduct that would tend to
      discredit Dollar Tree or be disloyal to Dollar Tree; (c) embezzlement
      or misappropriation of funds or property of Dollar Tree; (d)
      gross or
      repeated neglect of duties after having received a warning; (e) failure
      to promptly comply with rules, policies or directives of Dollar
      Tree;
      or
      (f) other
      conduct that creates a serious threat to the orderly handling of Dollar Tree's
      affairs.

    


    Any
      controversy concerning this SEVERANCE provision shall be submitted
      to arbitration pursuant to the rules of the American Arbitration Association.
      The determination of the arbitrator shall be final and binding and
      conclusive on all parties. The cost of the arbitration shall be borne
      by
      the
      party losing the arbitration.

    


    This
      SEVERANCE provision is not intended to confer an employment
      contract of any nature, either express or implied. It does not
      change
      your employment-at-will status.

    


     

    


     

    


    


    


    


    DOLLAR
      TREE STORES, INC

    


    By: _/s/
      Bob Sasser____________________

    Bob
      Sasser,

    Chief
      Executive Officer

    


    


    


    


    


    _/s/
      Robert H. Rudman____________

    ROBERT
      H.
      RUDMAN,

    Executive

    


    Forward
      to Exhibit 21.1

     

    Return
      to Form 10K