SECOND AMENDMENT TO THE
              DOLLAR TREE STORES, INC. EMPLOYEE STOCK PURCHASE PLAN


        THIS SECOND AMENDMENT TO DOLLAR TREE STORES, INC. EMPLOYEE STOCK
PURCHASE PLAN, made this 20th day of November, 2001, by Dollar Tree Stores,
Inc.("Company").


        WHEREAS, the Company wishes to amend the Dollar Tree Stores, Inc.
Employee Stock Purchase Plan ("Plan") with the intent that participation in the
Plan be extended to any employees upon the completion of four (4) months of
employment.


        NOW THEREFORE, the Company hereby adopts this amendment to the Dollar
Tree Stores, Inc. Employee Stock Purchase Plan upon the following terms and
conditions:


        A.       Sections 1.9, 3.1 and 3.2 of the Plan are hereby amended and
restated in their entirety as follows:

                           1.9 Entry Dates. The earliest of the first day of the
                 calendar quarter, i.e, January 1, April 1, July 1 or October
                 1, next following the date on which an Employee has satisfied
                 the eligibility requirements contained in Section 3.1.

                           3.1 Conditions of Eligibility.  An Eligible
                 Recipient is an Employee who has been employed by the Company
                 and/or a Subsidiary Corporation for four (4) months.

                           3.2 Effective Date of Participation. An Eligible
                 Recipient may become a Participant as of the first day of the
                 calendar quarter next following the date on which the Employee
                 met the eligibility requirements contained in Section 3.1,
                 provided that the Eligible Recipient remains employed on the
                 Entry Date.


        B.       This Second Amendment is effective as of April 1, 2002. Any
employee who has satisfied the requirements contained in Sections 1.9, 3.1 and
3.2, as amended herein, as of April 1, 2002 shall be an Eligible Recipient.






        IN TESTIMONY WHEREOF, and as evidence of the adoption of this amendment
by Dollar Tree Stores, Inc., the Company has caused the same to be signed by
its officer.

                                        DOLLAR TREE STORES, INC.



                                         By: /s/ Frederick C. Coble
                                             --------------------------
                                             Name: Frederick C. Coble
                                             Title: Sr. Vice President, CFO