DOLLAR TREE, INC. — Director's Dealing 2010

Apr 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2010-04-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-01	Common Stock	M	16666	—	Acquired	91469	Direct
2010-04-01	Common Stock	F	7034	$59.78	Disposed	84435	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-01	Restricted Stock Unit	$0	M	16666	Disposed	2010-04-01	Common Stock (16666)	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: Portion vested at anniversary of three-year award.

F4: Shares deemed surrendered in payment of tax liability resulting from vesting of restricted stock units.