
                          AMENDMENT TO MERGER AGREEMENT

                  THIS AMENDMENT TO MERGER  AGREEMENT  ("Amendment")  dated June
22,  1999,  by and among  DOLLAR  TREE  STORES,  INC.,  a  Virginia  corporation
("Parent"),  DOLLAR TREE NEW YORK,  INC.,  a New York  corporation  and a wholly
owned  subsidiary of Parent  ("Sub"),  TEHAN'S  MERCHANDISING,  INC., a New York
corporation ("Company"),  and RICHARD J. TEHAN, STEVEN A. TEHAN, BASIL L. TEHAN,
ROBERT J. TEHAN,  and FREDERICK J. TEHAN,  the sole  shareholders of the Company
(each may be  referred  to  herein as a  "Shareholder"  or  collectively  as the
"Shareholders"). The capitalized terms used herein shall have the meanings given
such terms in the Merger  Agreement dated June 15, 1999 by and among the parties
hereto ("Agreement").

                              W I T N E S S E T H:

                  WHEREAS,  pursuant to the Agreement, the Average Closing Price
is defined to be the arithmetic average of the closing price per share of Parent
Common  Stock,  as reported  on the Nasdaq for each of the four (4)  consecutive
trading days ending with the trading day which occurs  immediately  prior to the
Closing Date; and

                  WHEREAS, the Agreement  contemplates that the Closing may take
place as late as August 31, 1999 before  either party has the right to terminate
the Agreement; and

                  WHEREAS, prior to Closing,  Parent is subject to the risk that
the  Average  Closing  Price may fall,  resulting  in an  increase in the Merger
Consideration, and Shareholders are subject to the risk that the Average Closing
Price may rise, resulting in a decrease in Merger Consideration; and

                  WHEREAS,  the parties  desire to modify the  Agreement at this
time to fix the  dates  for  determining  the  Average  Closing  Price as if the
Closing  under the  Agreement had occurred on the date hereof in order to arrive
at a known Average  Closing Price,  thus  eliminating  the risks to both parties
described above.

                  NOW,  THEREFORE,  in  consideration of the premises and of the
mutual  covenants and agreements set forth herein,  the parties hereby amend the
Agreement and agree as follows:

         1. Amendment to Agreement.  The  definition of "Average  Closing Price"
shall be amended by restating the second  sentence of Section  2.1(a) to read as
follows:

         The "Merger Consideration" shall be a number of shares of Parent Common
         Stock equal to  $20,000,000  divided by the  arithmetic  average of the
         closing  price per share of Parent  Common  Stock,  as  reported on the
         Nasdaq National Market System (the "Nasdaq"), for each of the following
         four (4)  consecutive  trading days: June 16, June 17, June 18 and June
         21, 1999 (the "Average Closing Price").



                                  Amendment - 1

<PAGE>


         2.  Determination  of Average  Closing Price.  The parties hereby agree
that the effect of the amendment to the Agreement contained in Section 1 of this
Amendment is to fix the Average  Closing Price for all purposes of the Agreement
at THIRTY-NINE and  SEVEN/EIGHTHS  DOLLARS ($39 7/8ths) per share,  which amount
shall not be subject to challenge by any party hereto for any reason.

         3.  Miscellaneous.  The original  Agreement,  as amended hereby,  shall
remain  in  full  force  and  effect  and  embody  the  entire   agreement   and
understanding  of the parties hereto in respect of the subject matter  contained
herein and  therein in  conformity  with  Section  12.2 of the  Agreement.  This
Amendment  may be executed in two or more  counterparts,  each of which shall be
deemed an original and all of which together  shall  constitute one and the same
instrument,  and, when signed by all of the parties hereto, shall become legally
binding on such parties  effective as of the date set forth at the  beginning of
this Amendment.

                  IN WITNESS WHEREOF,  the parties have executed or caused to be
executed this Agreement effective as of the day and year first above written.

COMPANY:                                TEHAN'S MERCHANDISING, INC.       [SEAL]


                                        By: /s/ Richard J. Tehan
                                            --------------------
                                            Richard J. Tehan
                                            President

PARENT:                                 DOLLAR TREE STORES, INC.          [SEAL]


                                        By: /s/ H. Ray Compton
                                            ------------------
                                            H. Ray Compton
                                            Executive Vice President

SUB:                                    DOLLAR TREE NEW YORK, INC.        [SEAL]


                                        By: /s/ H. Ray Compton
                                            ------------------
                                            H. Ray Compton
                                            Executive Vice President




                              Amendment - 2

<PAGE>



SHAREHOLDERS:
                                        /s/ Richard J. Tehan              [SEAL]
                                        --------------------
                                        RICHARD J. TEHAN


                                        /s/ Robert J. Tehan               [SEAL]
                                        -------------------
                                        ROBERT J. TEHAN


                                        /s/ Steven A. Tehan               [SEAL]
                                        -------------------
                                        STEVEN A. TEHAN


                                        /s/ Basil L. Tehan                [SEAL]
                                        ------------------
                                        BASIL L. TEHAN


                                       /s/ Frederick J. Tehan             [SEAL]
                                       ----------------------
                                        FREDERICK J. TEHAN


State of (Commonwealth of) New York, City/County of Oneida, to-wit:

     The foregoing  instrument was acknowledged before me this 22nd day of June,
1999, by Richard J. Tehan, President of Tehan's  Merchandising,  Inc., on behalf
of the corporation.
                                            /s/ Carl S. Dziekan
                                            ------------------------------------
                                            Notary Public
                                            My commission expires: May 5, 2000


State of (Commonwealth of) Virginia, City/County of Chesapeake, to-wit:

     The foregoing  instrument was acknowledged before me this 22nd day of June,
1999, by H. Ray Compton,  Executive Vice President of Dollar Tree Stores,  Inc.,
on behalf of the corporation.
                                            /s/ Brenda S. Cox
                                            ------------------------------------
                                            Notary Public
                                            My commission expires: Aug. 31, 1999



                                  Amendment - 3

<PAGE>



State of (Commonwealth of) Virginia, City/County of Chesapeake, to-wit:

     The foregoing  instrument was acknowledged before me this 22nd day of June,
1999, by H. Ray Compton, Executive Vice President of Dollar Tree New York, Inc.,
on behalf of the corporation.
                                            /s/ Brenda S. Cox
                                            ------------------------------------
                                            Notary Public
                                            My commission expires: Aug. 31, 1999


State of (Commonwealth of) New York, City/County of Oneida, to-wit:

     The foregoing  instrument was acknowledged before me this 22nd day of June,
1999, by Richard J. Tehan.
                                            /s/ Carl S. Dziekan
                                            ------------------------------------
                                            Notary Public
                                            My commission expires: May 5, 2000


State of (Commonwealth of) New York, City/County of Oneida, to-wit:

     The foregoing  instrument was acknowledged before me this 22nd day of June,
1999, by Robert J. Tehan.
                                            /s/ Carl S. Dziekan
                                            ------------------------------------
                                            Notary Public
                                            My commission expires: May 5, 2000


State of (Commonwealth of) New York, City/County of Oneida, to-wit:

     The foregoing  instrument was acknowledged before me this 22nd day of June,
1999, by Steven A. Tehan.
                                            /s/ Carl S. Dziekan
                                            ------------------------------------
                                            Notary Public
                                            My commission expires: May 5, 2000


                                  Amendment - 4

<PAGE>



State of (Commonwealth of) New York, City/County of Oneida, to-wit:

     The foregoing  instrument was acknowledged before me this 22nd day of June,
1999, by Basil L. Tehan.
                                            /s/ Carl S. Dziekan
                                            ------------------------------------
                                            Notary Public
                                            My commission expires: May 5, 2000




State of (Commonwealth of) New York, City/County of Oneida, to-wit:

     The foregoing  instrument was acknowledged before me this 22nd day of June,
1999, by Frederick J. Tehan.
                                            /s/ Carl S. Dziekan
                                            ------------------------------------
                                            Notary Public
                                            My commission expires: May 5, 2000



                                  Amendment - 5

<PAGE>
