DOLLAR TREE, INC. — Director's Dealing 2011

Feb 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2011-01-29

Reporting Person: WAMPLER KEVIN S (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-29	Common Stock	M	22500	—	Acquired	32532	Direct
2011-01-29	Common Stock	F	8287	$50.99	Disposed	24245	Direct
2011-01-30	Common Stock	M	7500	—	Acquired	31745	Direct
2011-01-30	Common Stock	F	2474	$50.99	Disposed	29271	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-29	Restricted Stock Unit	$0	M	22500	Disposed	2011-01-29	Common Stock (22500)	Direct
2011-01-30	Restricted Stock Unit	$0	M	7500	Disposed	2011-01-30	Common Stock (7500)	Direct

Footnotes

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

F2: The Compensation Committee certified on 3/17/2010 that the company achieved its 2009 performance target for the award granted on February 13, 2009 and that shares will fully vest at the end of fiscal 2010, provided the insider remains continuously employed through said date.

F3: Shares deemed surrendered in payment of tax liability resulting from vesting of restricted stock units.

F4: Vests in three approximately equal annual installments, beginning the first anniversary of the award date, subject to continued employment.

F5: Portion vested at anniversary of three-year award.