DOLLAR TREE, INC. — Director's Dealing 2010

Mar 9, 2010

SEC Form 4/A — Form 4/A

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2010-02-14

Reporting Person: SASSER BOB (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-14	Common Stock	M	34000	—	Acquired	76116	Direct
2010-02-14	Common Stock	F	12295	$48.37	Disposed	63821	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-14	Restricted Stock Unit	$0	M	34000	Disposed	2010-02-14	Common Stock (34000)	Direct

Footnotes

F1: Convert without cost to shares of common stock on a one-for-one basis.

F2: The Compensation Committee certified on 3/18/2009 that the company achieved its performance target for fiscal 2008 and that shares will fully vest on February 14, 2010 provided the insider remains continuously employed with the company through said date.

F3: Award resulting from vesting of performance-based restricted stock units.

F4: Convert without cost to shares of common stock on a one-for-one basis.

F5: Shares deemed surrendered in payment of tax liability resulting from vesting of restricted stock units.