DOLLAR TREE, INC. — Director's Dealing 2010

Mar 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2010-03-17

Reporting Person: WAMPLER KEVIN S (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-17	Restricted Stock Unit	$0	A	15000	Acquired	2010-04-01	Common Stock (15000)	Direct
2010-03-17	Restricted Stock Unit	$0	A	15000	Acquired	2011-01-29	Common Stock (15000)	Direct

Footnotes

F1: The Compensation Committee certified on 3/17/2010 that the company achieved its 2009 performance target for awards granted on April 1, 2009 and that shares will vest in three approximately equal installments, beginning on the first anniversary of the award date, subject to continued employment.

F2: Convert without cost to shares of common stock on a one-for-one basis.

F3: The Compensation Committee certified on 3/17/2010 that the company achieved its 2009 performance target for the award granted on February 13, 2009 and that shares will fully vest at the end of fiscal 2010, provided the insider remains continuously employed through said date.

F4: The Compensation Committee certified on 3/17/2010 that the company achieved its 2009 performance target for the award granted on February 13, 2009 and that shares will fully vest at the end of fiscal 2010, provided the insider remains continuously employed through said date.