ASSIGNMENT AND ASSUMPTION AGREEMENT

Exhibit 10.5

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of February 27, 2008, by and between DOLLAR TREE STORES, INC., a Virginia corporation (“Assignor”) and DOLLAR TREE, INC., a Virginia corporation (“Assignee”).

RECITALS

Pursuant to the Agreement of Merger and Plan of Reorganization dated February 27, 2008, among Assignor, Assignee, and Dollar Tree Merger Sub, Inc. (the “Merger Agreement”), Assignor will create a new holding company structure by merging Assignor with and into Dollar Tree Merger Sub, Inc. with Assignor being the surviving corporation and converting the capital stock of Assignor into the capital stock of Assignee (the “Merger”).  In connection with the Merger, Assignor has agreed to assign to Assignee, and Assignee has agreed to assume from Assignor, certain of Assignor’s stock and incentive plans and other arrangements (collectively, the “Assumed Agreements”) as further specified herein.

AGREEMENT

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, the receipt and sufficiency of which is acknowledged by the parties hereto, the parties intending to be legally bound, agree as follows:

1.           Defined Terms.  Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings assigned to them in the Merger Agreement.

2.           Assignment.  Effective at the Effective Time, Assignor hereby assigns to Assignee all of its rights and obligations under the Assumed Agreements listed on Exhibit A hereto.

3.           Assumption.  Effective at the Effective Time, Assignee hereby assumes all of the rights and obligations of Assignor under the Assumed Agreements, and agrees to abide by and perform all terms, covenants and conditions of Assignor under such Assumed Agreements.  In consideration of the assumption by Assignee of all of the rights and obligations of Assignor under the Assumed Agreements, Assignor agrees to pay (i) all expenses incurred by Assignee in connection with the assumption of the Assumed Agreements pursuant to this Agreement and (ii) all expenses incurred by Assignee in connection with the registration on Form S-8 of shares of common stock of Assignee to the extent required in connection with the Assumed Agreements, including, without limitation, registration fees imposed by the Securities and Exchange Commission.

4.           Further Assurances.  Subject to the terms of this Agreement, the parties hereto shall take all reasonable and lawful action as may be necessary or appropriate to cause the intent of this Agreement to be carried out, including, without limitation, entering into amendments to the Assumed Agreements and notifying other parties thereto of such assignment and assumption.

5.           Successors and Assigns.  This Agreement shall be binding upon Assignor and Assignee, and their respective successors and assigns. The terms and conditions of this Agreement shall survive the consummation of the transfers provided for herein.

6.           Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to conflicts of law principles.

7.           Entire Agreement.  This Agreement, including Exhibit A attached hereto, together with the Merger Agreement, constitute the entire agreement and supersede all other agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.  This Agreement may not be modified or amended except by a writing executed by the parties hereto.

8.           Severability.  The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

9.           Third Party Beneficiaries.  The parties to the Assumed Agreements, including, without limitation, the parties to the various stock option or similar agreements entered into pursuant to the Assumed Agreements who are granted options or other rights to receive securities thereunder, are intended to be third party beneficiaries to this Agreement.

10.         Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original.

[Signature Page Follows]

This Assignment and Assumption Agreement is signed as of the date first written above.

		Assignor DOLLAR TREE STORES, INC.
		By:	/s/ Xxx Xxxxxx
			Xxx Xxxxxx President and CEO

		Assignee DOLLAR TREE, INC.
		By:	/s/ Xxx Xxxxxx
			Xxx Xxxxxx President and CEO

EXHIBIT A

ASSUMED AGREEMENTS

Option Plans and Stock Incentive Plans

Dollar Tree Stores, Inc. 2005 Employee Stock Purchase Plan (Reg. No. 333-126286)

Dollar Tree Stores, Inc. 2004 Executive Officer Equity Plan (Reg. No. 333-117337)

Dollar Tree Stores, Inc. 2003 Director Deferred Compensation Plan (Reg. No. 333-106886)

Dollar Tree Stores, Inc. 2003 Non-Employee Director Stock Option Plan (Reg. No. 333-106884)

Dollar Tree Stores, Inc. 2003 Equity Incentive Plan (Reg. No. 333-106883)

Dollar Tree Stores, Inc. 1998 Special Stock Option Plan (Reg. No. 333-61139)

Dollar Tree Stores, Inc. Employee Stock Purchase Plan (Reg. No. 033-92814)

Dollar Tree Stores, Inc. Stock Incentive Plan (Reg. Nos. 333-41248, 033-92812 and 333-38735)

Dollar Tree Stores, Inc. Amended and Restated Stock Option Plan (Reg. No. 033-92816)

Other Plans and Arrangements

[Those certain Change in Control Retention Agreements between the Assignor and its Named Executive Officers (other than the Chairman).]