DOLLAR TREE, INC. — Director's Dealing 2010

Feb 25, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2010-02-25

Reporting Person: WHITE STEPHEN W (Chief Logistics Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-25	Common Stock	M	34000	$25.17	Acquired	34000	Direct
2010-02-25	Common Stock	S	34000	$55.8869	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-25	Stock Option (right to buy)	$25.17	M	34000	Disposed	2018-02-14	Common Stock (34000)	Direct

Footnotes

F1: The Compensation Committee certified on 3/18/2009 that the company achieved its 2008 performance target for awards granted on 2/15/2008 and that the options will become fully exercisable on February 14, 2010 provided the insider remains continuously employed with the company through said date.

F2: Represents the weighted average price for shares sold at a range between $55.565 and $56.11. The filer will provide full information regarding the number of shares sold at each price upon request.