DOLLAR TREE, INC. — Director's Dealing 2010

Oct 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2010-10-19

Reporting Person: PHILBIN GARY M (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-19	Common Stock	M	10500	$25.4933	Acquired	41508	Direct
2010-10-19	Common Stock	M	7500	$16.78	Acquired	49008	Direct
2010-10-19	Common Stock	S	18000	$51.00	Disposed	31008	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-19	Stock Option (right to buy)	$25.4933	M	10500	Disposed	2017-03-30	Common Stock (10500)	Direct
2010-10-19	Stock Option (right to buy)	$16.78	M	7500	Disposed	2018-02-14	Common Stock (7500)	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: 10b5-1: Transactions pursuant to preplanned trading arrangements established under SEC Rule 10b5-1(c)(1).

F4: 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.