
                          REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement  (the  "Agreement") is  made  and
entered  into as of June 28,  1999,  by and among  Richard J.  Tehan,  Steven A.
Tehan, Basil L. Tehan, Robert J. Tehan, and Frederick J. Tehan (each of whom may
be referred to herein as a "Holder" or collectively as the "Holders") and Dollar
Tree Stores, Inc., a Virginia corporation (the "Company").

         This  Agreement  is made in  connection  with  the  acquisition  by the
Company of 100% of the capital stock of Tehan's Merchandising,  Inc., a New York
corporation  ("TMI"),  pursuant  to a Merger  Agreement,  dated June 15, 1999 as
amended by Amendment dated June 22, 1999 (the "Merger Agreement"), under which a
wholly-owned  subsidiary of the Company will merge with and into TMI ("Merger").
As a result of the Merger,  the Holders will exchange of their  interests in TMI
for an  aggregate  number of shares of common  stock,  $0.01 par value per share
("Common  Stock"),  of the Company as determined  pursuant to section 2.1 of the
Merger Agreement.  As used herein the term  "Registrable  Shares" shall mean the
shares of Common Stock received by Holders upon the original issuance thereof in
the  Merger  and any other  shares of  capital  stock of the  Company  issued in
respect of any such shares of Common  Stock as a result of stock  splits,  stock
dividends,   reclassification,   exchange  offer,  recapitalizations,   mergers,
consolidations or similar events.

         The parties hereby agree as follows:

         1.       Shelf Registration.

                  (a) The  Company  shall  prepare  or amend  and file  with the
Securities and Exchange Commission ("Commission"),  a registration statement for
an  offering  to be made on a  continuous  basis  pursuant to Rule 415 under the
Securities Act of 1933, as amended ("Securities Act"),  covering the Registrable
Shares ("Shelf  Registration").  The Shelf  Registration shall be on Form S-3 or
any  similar  form  adopted  by the  Commission  from and after the date  hereof
permitting  registration of the Registrable  Shares for resale by the Holders in
the manner  designated  herein.  The Company shall use  commercially  reasonable
efforts  (subject in all cases to any  procedures and  limitations  which may be
imposed by the staff of the Commission) to (i) file the Shelf  Registration with
the Commission within 14 days following the Effective Time of



                     Registration Rights Agreement -- Page 1

<PAGE>



the Merger as defined in the Merger Agreement ("Effective Time"), (ii) cause the
Shelf  Registration to be declared effective under the Securities Act as soon as
practicable  following the Effective Time, and (iii) keep the Shelf Registration
continuously  effective  under  the  Securities  Act for a period  ending on the
soonest  of (A) two years from the  Effective  Time,  (B) the date when,  in the
opinion of counsel of the Company, all Registrable Shares are disposable without
restriction  under any applicable  rules and regulations of the Commission,  and
(C) the date when all Registrable  Shares covered by the Shelf Registration have
been disposed of by Holders; provided, however, that the Company may voluntarily
suspend  dispositions of Registrable  Shares pursuant to such Shelf Registration
for up to 90 days if the  Company's  Board of  Directors  makes a  determination
(based upon  advice of counsel)  that the  offering  of the  Registrable  Shares
pursuant to the Shelf  Registration  would adversely  affect or be affected by a
proposed financing, stock offering,  reorganization,  recapitalization,  merger,
consolidation or similar  transaction  involving the Company,  in which case the
Company  shall be  required  to keep such Shelf  Registration  effective  for an
additional period of time equal to the number of days the effectiveness  thereof
is suspended  pursuant to this clause;  provided,  that the Company shall not be
permitted to suspend sales pursuant to the Shelf  Registration for more than 120
days in any 365-day period.  The Company shall amend the registration  statement
as necessary to comply with the rules, regulations or instructions applicable to
Form S-3 (or, if different,  the form used for the registration statement) or by
the Securities Act or by any other rules and regulations  thereunder for "shelf"
registration,  and the Company shall  furnish to the Holders  copies of any such
amendment  promptly after its being filed with the Commission.  Anything in this
Agreement to the contrary notwithstanding,  the Company shall have no obligation
to provide an underwritten registration for the benefit of Holders.

                  (b) The Registrable Shares proposed to be sold pursuant to the
Shelf  Registration  effected  pursuant to this  Section 1, which shall be block
trades  if  requested  by the  approved  broker-dealer,  shall  be sold  through
broker-dealers  selected by the Holders  subject to the  reasonable  approval of
Company.

                  (c) The  Company  may  include in any such Shelf  Registration
referred to in this  Section 1 other  shares of Common Stock of the Company held
by other security holders of the Company who have registration rights.

                  (d) Notwithstanding any other provision of this Agreement, the
Company shall not be required to effect a registration of any Common Stock under
this  Section 1, or file any  post-effective  amendment  to such a  registration
unless the Company has  received  from Holders all  information  the Company has
reasonably requested pursuant to Section 3.

         2. Company's  Obligations.  In connection with the Company's obligation
to effect a Shelf Registration pursuant to Section 1, it shall:




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<PAGE>



                  (a) Notify the  Holders  as to the filing  thereof  and of all
amendments or  supplements  thereto  filed prior to the  effective  date of such
Shelf Registration;

                  (b) Notify  the  Holders,  when the  Company  receives  notice
thereof,  of the time when  such  Shelf  Registration  became  effective  or any
amendment  or  supplement  to any  prospectus  forming  a  part  of  such  Shelf
Registration has been filed;

                  (c) Notify the  Holders of any request by the  Commission  for
the amending or  supplementing  of such Shelf  Registration or prospectus or for
additional information;

                  (d) Prepare and file with the  Commission  any  amendments  or
supplements to such Shelf  Registration  and the prospectus which may reasonably
be  necessary  in the  opinion  of  counsel  to the  Company  to keep such Shelf
Registration  effective and to comply with the  provisions of the Securities Act
with  respect  to the offer of the  Registrable  Shares  covered  by such  Shelf
Registration during the period required for the distribution of such securities;

                  (e) Prepare and file with the Commission  (and promptly notify
the  Holders  of  such  filing)  any  amendment  or  supplement  to  such  Shelf
Registration and the prospectus as may be necessary in the opinion of counsel to
the Company to correct any statements  therein or omission  therefrom if, at any
time when a  prospectus  relating to such  Registrable  Shares is required to be
delivered  under the Securities Act, any event with respect to the Company shall
have  occurred  as a result  of which any  prospectus  would  include  an untrue
statement of material fact or omit to state any material fact  necessary to make
the statements therein not misleading;

                  (f) In case the Holders are required to deliver a  prospectus,
prepare upon request such amendment or amendments to such Shelf Registration and
such prospectus or prospectuses as may reasonably be necessary in the opinion of
counsel to the Company to permit  compliance  with the  requirements  of Section
9(a)(3) of the Securities Act;

                  (g) Advise the Holders if the Company shall receive  notice or
obtain knowledge of the issuance of any stop order by the Commission  suspending
the effectiveness of any such Shelf  Registration or amendment thereto or of the
initiation or threatening of any proceedings for that purpose;

                  (h) Use its  reasonable  efforts to qualify  such  Registrable
Shares for sale under the  securities or blue sky laws of such states within the
United States as the Holders may reasonably  designate,  except that the Company
shall not be  required in  connection  therewith  or as a  condition  thereto to
qualify  to do  business  in any such state or to take any  action  which  would
subject it to general  service of process in any such  jurisdiction  where it is
not then so qualified or subject;




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<PAGE>



                  (i)  Furnish  to  the   Holders   copies  of  any  such  Shelf
Registration  and  each  preliminary  or  final  prospectus,  or  supplement  or
amendment  required to be prepared thereto,  all in such quantities  required as
they may from time to time  reasonably  request (in which case each Holder shall
keep  a  written  record  of  the  distribution  of  the  preliminary  or  final
prospectuses  and  shall  refrain  from  delivery  of the  preliminary  or final
prospectuses  in any manner or under any  circumstances  which would violate the
Securities Act or the securities laws of any other  jurisdiction,  including the
various states of the United States); and

                  (j)  Cause  such  Registrable  Shares  to  be  listed  on  the
principal  securities  exchange or quotation  system, if any, on which shares of
the Company's Common Stock shall then be listed.

                  Each Holder of  Registrable  Shares agrees by  acquisition  of
such Registrable Shares that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 2(e) hereof, such Holder
will forthwith discontinue disposition of Registrable Shares until such Holder's
receipt of the copies of the supplemented or amended prospectus  contemplated by
Section 2(e)  hereof,  or until it is advised in writing by the Company that the
use of the prospectus may be resumed,  and has received copies of any additional
or  supplemental  filings that are  incorporated by reference in the prospectus,
and, if so directed by the Company,  such Holder will deliver to the Company all
copies  then  in  such  Holder's  possession  of the  prospectus  covering  such
Registrable Shares current at the time of receipt of such notice.

         3. Holders' Obligation to Furnish  Information.  In connection with the
Company's obligation to effect a Shelf Registration  pursuant to Section 1, each
Holder  shall  furnish  information  to the  Company  concerning  such  Holder's
holdings of securities  of the Company and the proposed  method of sale or other
disposition  of  the   Registrable   Shares  and  such  other   information  and
undertakings  as the  Company  may  reasonably  request in  connection  with the
preparation and filing of the Shelf Registration or any post-effective amendment
covering all or part of the  Registrable  Shares.  Each Holder further agrees to
enter into such  undertakings and take such other action relating to the conduct
of the  proposed  offering  which the  Company may  reasonably  request as being
necessary,  in the opinion of counsel to the Company,  to ensure compliance with
the federal and state securities laws and the rules or other requirements of the
National  Association  of  Securities  Dealers,  Inc.  ("NASD") or  otherwise to
effectuate the offering.

         4.  Expenses.  The Company  shall pay all expenses  (the  "Registration
Expenses") incident to each registration of the Registrable Shares under Section
1, including,  without limitation,  all registration,  filing and NASD fees, all
fees and expenses of complying with state  securities or blue sky laws, all fees
and expenses incurred by the Company in connection with the listing,  if any, of
the Registrable  Securities on any securities  exchange or quotation system, all
word  processing,  duplicating  and  printing  expenses,  all fees and  expenses
incurred by the



                     Registration Rights Agreement -- Page 4



Company in connection  with any  registration  statement,  any  prospectus,  any
amendments  or  supplements   thereto,  and  other  documents  relating  to  the
performance of and compliance with this Agreement by the Company,  messenger and
delivery expenses,  the fees and disbursements of counsel for the Company and of
its independent public accountants,  including, without limitation, the expenses
of any special audits or "cold comfort"  letters required by or incident to such
performance  and  compliance,  premiums and other costs of policies of insurance
purchased by the Company at its option  against  liabilities  arising out of the
public  offering  of  such  Registrable  Shares,  but  excluding  discounts  and
commissions and fees and expenses of selling brokers, dealer managers or similar
securities   industry   professionals   relating  to  the  distribution  of  the
Registrable  Shares,  transfer taxes,  fees and disbursements of counsel for any
selling shareholder(s) and other selling expenses of the Holders, if any.

         5.       Indemnification.

                  (a) By the Company.  In the event of any  registration  of the
Registrable  Shares of the Company under the  Securities  Act, the Company will,
and hereby  does,  indemnify  and hold  harmless the Holders with respect to the
Registrable  Shares included in such registration,  against any losses,  claims,
damages or  liabilities  which  Holders  may suffer  under the  Securities  Act,
insofar  as  such  losses,   claims,  damages  or  liabilities  (or  actions  or
proceedings,  whether commenced or threatened,  in respect thereof) arise out of
or are based upon any untrue  statement  of any material  fact  contained in any
Registration  Statement under which such  securities  were registered  under the
Securities  Act,  any  preliminary  prospectus,   final  prospectus  or  summary
prospectus  contained therein,  or any amendment or supplement  thereto,  or any
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements  therein in light of the circumstances in which
they were made not  misleading;  PROVIDED  HOWEVER that the Company shall not be
liable  in any  such  case to the  extent  that any such  loss,  claim,  damage,
liability (or action or proceeding in respect  thereof) or expense arises out of
or is based upon an untrue  statement or alleged untrue statement or omission or
alleged  omission  made in such  Registration  Statement,  any such  preliminary
prospectus,  final prospectus,  summary  prospectus,  amendment or supplement in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company by or on behalf of any Holder for use therein; and PROVIDED FURTHER that
the  Company  shall not be liable to any  person in any such case to the  extent
that any such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense  arises out of such person's  failure to send or give a copy
of the final prospectus, as the same may be then supplemented or amended, to the
person  asserting  an  untrue  statement  or  omission  at or prior  to  written
confirmation  of the  sale of the  Registrable  Shares  to such  person  if such
statement  or omission  was  corrected  in such final  prospectus  as amended or
supplemented, and such final prospectus as amended or supplemented was furnished
by the Company to such person.

                  (b) By the Holders. Each Holder agrees that, as a condition to
including any  Registrable  Shares in any Shelf  Registration  filed pursuant to
Section 1, that each such Holder



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<PAGE>



hereby does,  jointly and  severally,  indemnify and hold  harmless  against any
losses,  claims,  damages or liabilities which the Company, each director of the
Company, each officer of the Company, each other person (other than the Holders)
who  participates  in the  offering  or sale of such  securities  and each other
person,  if any, who controls the  foregoing  parties  within the meaning of the
Securities  Act may suffer  under the  Securities  Act,  insofar as such losses,
claims, damages or liabilities (or actions or proceedings,  whether commenced or
threatened,  in respect thereof) arise out of or are based upon any statement or
alleged  statement  in or omission or alleged  omission  from such  registration
statement,  any preliminary  prospectus,  final prospectus or summary prospectus
contained  therein,  or any  amendment  or  supplement  thereto,  only  if  such
statement  or alleged  statement  or  omission or alleged  omission  was made in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company  by or on behalf  of such  Holder  for use  therein;  provided  that the
obligations  of such Holder to  indemnify  the  Company  shall be limited to the
proceeds  received  by the Seller from the sale of such  Registrable  Securities
pursuant to such  Registration  Statement.  Such indemnity  shall remain in full
force and effect,  regardless of any  investigation  made by or on behalf of the
Company or any such director,  officer or  controlling  person and shall survive
the transfer of such securities by such Holder.

                  The  Company  shall be entitled  to receive  indemnities  from
selling brokers,  dealer managers and similar securities industry  professionals
participating  in the distribution or sale, to the same extent as provided above
with respect to information so furnished in writing by such persons.

                  (c)  Notices  of Claims,  etc.  Promptly  after  receipt by an
indemnified  party of notice of the  commencement  of any  action or  proceeding
involving a claim referred to in the preceding  subdivisions  of this Section 5,
such indemnified party will, if a claim in respect thereof is to be made against
an indemnifying  party, give written notice to the latter of the commencement of
such action;  provided that the failure of any indemnified  party to give notice
as provided herein shall not relieve the  indemnifying  party of its obligations
under the preceding  paragraphs of this Section 5, except to the extent that the
indemnifying  party is actually  prejudiced  by such failure to give notice.  In
case any such action is brought  against an  indemnified  party,  unless in such
indemnified  party's  reasonable  judgment a conflict of interest  between  such
indemnified  and  indemnifying  parties may exist in respect of such claim,  the
indemnifying party shall be entitled to participate in and to assume the defense
thereof,  with counsel  reasonably  satisfactory to such indemnified  party, and
after  notice  from  the  indemnifying  party to such  indemnified  party of its
election so to assume the defense thereof,  the indemnifying  party shall not be
liable to such  indemnified  party for any legal or other expenses  subsequently
incurred  by the  party  in  connection  with the  defense  thereof  other  than
reasonable  costs of  investigation.  No indemnifying  party shall,  without the
consent of the indemnified party, consent to entry of any judgment or enter into
any  settlement  which does not include as an  unconditional  term thereof,  the
giving by the claimant or plaintiff to such indemnified  party of a release from
all liability in respect to such claim or litigation.




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                  (d) Other  Indemnification.  Indemnification  similar  to that
specified  in  paragraphs  (a) through (c) of this  Section 5 (with  appropriate
modifications) shall be given by the Company and the Holders with respect to any
required registration or other qualification of the Registrable Shares under any
Federal or state law or regulation or any governmental  authority other than the
Securities Act.

                  (e) Indemnification  Payment. The indemnification  required by
this Section 5 shall be made by periodic  payments of the amount  thereof during
the course of the  investigation  or defense,  as and when bills are received or
expense, loss, damage or liability is incurred.

                  (f) Contribution.  If the indemnification provided for in this
Agreement  shall for any reason be  unavailable or  insufficient  (other than by
reason of exceptions  provided in those sections) to an indemnified  party under
paragraphs  (a),  (b) and (d) of this  Section 5 in respect to any loss,  claim,
damage or liability,  or any action in respect thereof,  or referred to therein,
then  each  indemnifying  party  shall,  in lieu  of  indemnifying  such  party,
contribute to the amount paid or payable by such  indemnified  party as a result
of such loss, claim, damage or liability,  or action in respect thereof, in such
proportion as shall be  appropriate to reflect the relative fault of the Company
on the one hand and any Holder on the other,  with respect to the  statements or
omissions which resulted in such loss, claim, damage or liability,  or action in
respect thereof,  as well as any other relevant  equitable  considerations.  The
relative fault shall be determined by reference to, among other things,  whether
the untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the Company
or such Holder, the intent of the parties and their relative  knowledge,  access
to information and opportunity to correct or prevent such statement or omission.
The  Company and the Holders  agree that it would not be just and  equitable  if
contribution  pursuant  to this  Section  5 were to be  determined  by pro  rata
allocation or by any other method of allocation which does not take into account
the equitable  considerations  referred to herein. The amount paid or payable by
an indemnified  party as a result of the loss,  claim,  damage or liability,  or
action in  respect  thereof,  referred  to in this  Section 5 shall be deemed to
include,  for purposes of this Section 5, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any action or claim.  No person guilty of fraudulent  misrepresentation  (within
the  meaning of  Section  11(f) of the  Securities  Act)  shall be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

         6.  Amendments  and  Waivers.  This  Agreement  may be amended  and the
Company may take any action herein prohibited, or omit to perform any act herein
required to be  performed  by it, only if the Company  shall have  obtained  the
written  consent to such  amendment,  action or omission to act, of Holders of a
majority of the Registrable Shares.

         7. Notices.  Any notice from one party to the other shall be in writing
and either  delivered  personally  or by certified or registered  mail,  postage
prepaid,  or  by  telegram,  telecopier,  or by  overnight  mail  delivery  by a
nationally recognized courier, and shall be deemed



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<PAGE>



given  when so  delivered  personally  or,  if mailed  or given by  telegram  or
telecopier  or  overnight  mail,  upon  receipt  thereof by the  addressees,  as
follows:

         If to the Company:

                  Dollar Tree Stores, Inc.
                  Attention: Mr. H. Ray Compton
                  500 Volvo Parkway
                  Chesapeake, Virginia 23320
                  Telephone:  (757) 321-5000
                  Telecopy:   (757) 321-5111

         with a copy to:

                  William A. Old, Jr., Esq.
                  Hofheimer Nusbaum, P.C.
                  1700 Dominion Tower
                  999 Waterside Drive
                  Norfolk, Virginia   23510
                  Telephone: (757) 622-3366
                  Telecopy: (757) 629-0660

         If to any Holder, in care of:

                  Richard J. Tehan
                  4619 Commerical Drive
                  New Hartford, NY 13413
                  Telecopy: (315) 724-2931

         With a copy to:

                  Robert E. Remmell, Esq.
                  Steates Remmell Steates & Dziekan
                  4 Oxford Crossing, Suite 104
                  New Hartford, New York   13413
                  Telephone: (315) 724-6175
                  Telecopy: (315) 724-2931

         8.  Assignment.  This Agreement  shall be binding upon and inure to the
benefit  of and be  enforceable  by the  parties  hereto  and  their  respective
successors  and permitted  assigns as  hereinafter  set forth in this Section 8.
Provided an express written assumption of the Holder's obligations hereunder and
certain representations in a form reasonably acceptable to Company is



                     Registration Rights Agreement -- Page 8

<PAGE>



made, the provisions of this Agreement  which are for the benefit of the Holders
shall  also be for the  benefit  of and  enforceable  by any  subsequent  holder
receiving  Registrable  Shares  by  gift or  bequest  by a  Holder  ("Subsequent
Holders").

         9.  Descriptive  Headings.  The  descriptive  headings  of the  several
sections and  paragraphs of this  Agreement are inserted for reference  only and
shall not limit or otherwise affect the meaning hereof.

         10.  Governing  Law.  The  validity of this  Agreement  and all matters
relating  to  its   interpretation  and  performance  shall  be  interpreted  in
accordance with the laws of the Commonwealth of Virginia applicable to contracts
made and fully performed therein,  but without regard to principles of conflicts
of law. The courts in Norfolk,  Virginia shall have exclusive  jurisdiction over
any controversy  arising under this Agreement and venue in Norfolk,  Virginia is
appropriate.

         11. Counterparts.  This Agreement may be executed simultaneously in any
number of counterparts,  each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.

         12. Entire  Agreement;  Amendment.  This Agreement  contains all of the
terms agreed upon by the parties with respect to the subject  matter  herein and
there are no  representations  or  understandings  between the parties except as
provided in this Agreement. This Agreement may not be amended or modified in any
way except by a written amendment duly executed by each of the parties.

               IN WITNESS  WHEREOF,  the parties  have caused this  Registration
Rights  Agreement  to be  executed  and  delivered  as of the date  first  above
written.

                                            DOLLAR TREE STORES, INC.


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





            [The remainder of this page is left intentionally blank.]




                     Registration Rights Agreement -- Page 9

<PAGE>


                                     HOLDERS

                                                     /s/ Richard J. Tehan
                                                     --------------------
                                                     Richard J. Tehan


                                                     /s/ Steven A. Tehan
                                                     -------------------
                                                     Steven A. Tehan

                                                     /s/ Basil L. Tehan
                                                     ------------------
                                                     Basil L. Tehan

                                                     /s/ Robert J. Tehan
                                                     -------------------
                                                     Robert J. Tehan

                                                     /s/ Frederick J. Tehan
                                                     ----------------------
                                                     Frederick J. Tehan




                    Registration Rights Agreement -- Page 10

