DOLLAR TREE, INC. — Director's Dealing 2010

May 24, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2010-05-24

Reporting Person: WHITE STEPHEN W (Chief Logistics Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-24	Common Stock	M	4167	$38.24	Acquired	6348	Direct
2010-05-24	Common Stock	S	4167	$62.00	Disposed	2181	Direct
2010-05-24	Common Stock	S	2181	$62.0009	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-24	Stock Option (right to buy)	$38.24	M	4167	Disposed	2017-03-30	Common Stock (4167)	Direct

Footnotes

F1: Expires upon termination, with certain grace periods, or ten years after award, whichever is less.

F2: Vests in three approximately equal annual installments, beginning on the first anniversary of the award date, subject to continued employment.

F3: Represents the weighted average price for shares sold at a range between $62.00 and $62.01. The filer will provide full information regarding the number of shares sold at each price upon request.