

                                                                    EXHIBIT 4.4

                            DOLLAR TREE STORES, INC.
                  2003 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

1. PLAN ADMINISTRATION AND ELIGIBILITY.

     1.1.   PURPOSE. The purpose of the Dollar Tree Stores, Inc. (the "Company")
2003 Non-Employee Director Stock Option Plan (the "Plan") is to advance the
interests of the Company and its shareholders by attracting and retaining the
highest quality of experienced persons as Non-Employee Directors and to further
align the interests of the Non-Employee Directors with the interests of the
Company's shareholders.

     1.2.   ADMINISTRATION. The award of Options under the Plan shall be as
described in Section 3. The Plan shall be administered, construed and
interpreted by the Board of Directors of the Company. Pursuant to such
authorization, the Board of Directors shall have the responsibility for carrying
out the terms of the Plan, including but not limited to prescribe the form of
the agreement applicable to evidence the award of Options under the Plan, to
construe the Plan, to determine all questions arising under the Plan, and to
adopt and amend rules and regulations for the administration of the Plan as it
may deem desirable. To the extent permitted under the securities laws applicable
to compensation plans including, without limitation, the requirements of Section
16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or
under the Internal Revenue Code of 1986, as amended (the "Code"), a committee of
the Board of Directors, or a subcommittee of any committee, may exercise the
discretion granted to the Board under the Plan, provided that the composition of
such committee or subcommittee shall satisfy the requirements of Rule 16b-3
under the Exchange Act, or any successor rule or regulation. The Board of
Directors may also designate a plan administrator to manage the record keeping
and other routine administrative duties under the Plan.

     1.3.   PARTICIPATION IN THE PLAN. Individuals who, as of the day following
each year's annual meeting date ("Eligibility Date"), are directors of the
Company and who are not employees of the Company or any of its subsidiaries, are
eligible to receive grants of options in accordance with Section 3.1 of this
Plan ("Eligible Directors"). Grant awards to any Eligible Director who was an
employee of the company or any of its subsidiaries at any time during the same
calendar year as the Eligibility Date shall be at the discretion of the Board.

2. STOCK SUBJECT TO THE PLAN.

     2.1.   NUMBER OF SHARES. The maximum number of shares of the Company's
$0.01 par value Common Stock ("Common Stock" or "Shares") which may be issued
pursuant to options granted under this Plan shall be 500,000 Shares, subject to
adjustment as provided in Section 4.4.

     2.2.   NON-EXERCISED SHARES. If any outstanding option under this Plan for
any reason expires or is forfeited or terminated without having been exercised
in full, the Shares allocable to the unexercised portion of the option shall
again become available for issuance under options granted pursuant to this Plan.
<Page>


     2.3.   SHARE ISSUANCE. Upon the exercise of an option, the Company may
issue new Shares or reissue Shares previously repurchased by or on behalf of the
Company.

     2.4.   GENERAL RESTRICTIONS. Delivery of Shares under the Plan shall be
subject to the following:

            (a) Notwithstanding any other provision of the Plan, the Company
shall have no liability to deliver any Shares under the Plan or make any other
distribution of benefits under the Plan unless such delivery or distribution
would comply with all applicable laws (including, without limitation, the
requirements of the Securities Act of 1933), and the applicable requirements of
any securities exchange or similar entity.

            (b) To the extent that the Plan provides for issuance of stock
certificates to reflect the issuance of Shares, the issuance may be effected on
a non-certificated basis, to the extent not prohibited by applicable law or the
applicable rules of any stock exchange.

     2.5.   TAX WITHHOLDING. The Board may condition the delivery of any shares
or other benefits under the Plan on satisfaction of any applicable withholding
obligations. The Board, in its discretion, and subject to such requirements as
the Board may impose prior to the occurrence of such withholding, may permit
such withholding obligations to be satisfied through cash payment by the
participant, through the surrender of Shares which the Participant already owns,
or through the surrender of Shares to which the participant is otherwise
entitled under the Plan.

3. OPTIONS.

     3.1.   OPTION GRANT DATES. Unless otherwise determined by the Board, and
subject to shareholder approval, as may be required by law, options shall be
granted automatically to each Eligible Director on the business day following
each year's annual meeting date (the "Grant Date"). Any non-employee director
first elected as a director after the Eligibility Date but before the next
annual meeting shall be granted an option as the Board shall determine in its
sole discretion, but in any case covering no more than twice the number of
shares granted to Eligible Directors on the most recent Grant Date. The Grant
Date for an option granted to a newly elected director hereunder shall be the
date of such director's election to the Board, and the Option Price of such
option shall be determined as of such Grant Date.

     3.2.   OPTION PRICE. The purchase price per share for the Shares covered by
each option shall be the closing sale price on the last trading date preceding
the Grant Date (the "Option Price") for a share of Common Stock as reported on
the principal exchange or market on which the Common Stock is then listed or
admitted to trading, or, if the Common Stock is not then so listed, as
determined in good faith by the Board. Repricing of options after the date of
grant shall not be permitted.

     3.3.   NUMBER OF OPTION SHARES. The number of Shares subject to options
ranted to each participating director on each Grant Date shall be 9,000;
provided however that the Board of Directors may reduce this amount or adopt a
formula to determine the number of Shares subject to options to be granted,
provided however that the number of such Shares may not be increased over 9,000
without shareholder approval. Options which may be granted to participating
directors
<Page>
pursuant to this Section 3 are in addition to any Options which may be
issued to such directors in lieu of annual fee payments pursuant to other
applicable Company plans.

     3.4.   PERIOD OF OPTION. Unless otherwise determined by the Board, Options
shall vest and become exercisable immediately, subject to the provisions of the
Plan. The options will expire ten years after the Grant Date or three years
after the date the Non-employee Director is no longer a director of the Company,
whichever occurs earlier.

     3.5.   DIRECTOR TERMINATIONS. In the event that a Director's service on the
Board ceases due to death, disability or retirement, all outstanding options
then held by the Director shall remain exercisable for a period of three years
following the cessation of service. Except as otherwise provided by the Board,
in the event that a Director's service on the Board ceases due to resignation,
or other voluntary removal, vested and exercisable shares shall remain
exercisable for a period of one year following the cessation of service. In any
event, if a Director is involuntarily removed for breach of duty, dishonesty or
any other cause, all vested and exercisable shares of options awarded under this
plan are immediately forfeit.

     3.6.   WRITTEN DOCUMENTATION. Each grant of an option under this Plan shall
be evidenced in writing, which shall comply with and be subject to the terms and
conditions contained in this Plan.

     3.7.   NON-STATUTORY STOCK OPTIONS. Options granted under this Plan shall
not be entitled to special tax treatment under Section 422A of the Internal
Revenue Code of 1986.

     3.8.   EXERCISE OF OPTIONS. Options may be exercised only by written notice
to the secretary of the Company and payment of the exercise price in (i) cash,
(ii) Shares, or (iii) delivery of an irrevocable written notice instructing the
Company to deliver the Shares being purchased to a broker, who may be selected
by the Company, subject to the broker's written guarantee to deliver cash to the
Company, in each case equal to the full consideration of the Option Price for
the Shares which are being exercised and any required tax withholding. Options
may be exercised in whole or in part. The Board may impose other restrictions or
requirements on the permissible method of exercise.

     3.9.   OPTIONS NOT TRANSFERABLE. Except as otherwise permitted by the
Board, each option granted under this Plan shall not be transferable by the
optionee other than by will or by the laws of descent and distribution. However,
subject to Board approval, the Board may provide that all or a portion of an
Option may be granted to an optionee upon terms that permit transfer of the
Option in a form and manner determined by the Board. Any person to whom an
Option is transferred pursuant to this Section 3.9 shall agree in writing to be
bound by the terms of the Plan and the stock option agreement for such Option as
if such transferee had been an original signatory thereto, and to execute and/or
deliver to the Board any documents as may be requested by the Board from time to
time.

3.10.  EXERCISE BY REPRESENTATIVE FOLLOWING DEATH OF DIRECTOR. A director,
by written notice to the Company, may designate one or more persons (and from
time to time change such designation), including his or her legal
representative, who, by reason of the director's death, shall
<Page>
acquire the right to exercise all or a portion of an option granted under this
Plan. Any exercise by a representative shall be subject to the provisions of
this Plan.

4. GENERAL PROVISIONS.

     4.1    EFFECTIVE DATE OF THIS PLAN. This Plan shall be effective July 1,
2003, subject to approval by the shareholders of the Company. Upon such
approval, this plan shall supercede and replace any previously existing
provision for the grant of options to Directors, including grants allowable in
2003 under such previously existing provisions.

     4.2    DURATION OF THIS PLAN. This Plan shall remain in effect until all
Shares subject to option grants have been purchased or all unexercised options
have expired. Notwithstanding the foregoing, no options may be granted pursuant
to this Plan on or after the 10th anniversary of this Plan's effective date.

     4.3    AMENDMENT OF THIS PLAN. The Board of Directors may suspend or
discontinue this Plan or revise or amend it in any respect, provided, however,
that, without approval of the Company's shareholders, no revision or amendment
shall (i) change the total number of Shares subject to this Plan (except as
provided in Section 4.4), (ii) change the designation of the class of directors
eligible to participate in the Plan, (iii) change the exercise price of the
options, or (iv) materially increase the benefits accruing to participants under
or the cost of this Plan to the Company. Moreover, in no event may Plan
provisions be amended more than once every 6 months, other than to comport with
changes in the Internal Revenue Code, the Employee Retirement Income Security
Act, or the rules and regulations thereunder. No amendment, modification, or
termination of this Plan shall in any manner adversely affect the rights of any
director holding options granted under this Plan without his or her consent.

     4.4    CHANGES IN SHARES. In the event of any merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, or other change
in the corporate structure or capitalization affecting the Shares, the Board
(whose determination shall be binding on all persons) may take such actions with
respect to the Plan and any outstanding Options as it deems appropriate,
including adjusting appropriately the number and kind of shares of stock or
securities of the Company to be subject to the Plan (including the aggregate
numbers specified in Section 2.1) and to Options then outstanding or to be
granted under the Plan, the maximum number of shares or securities which may be
delivered under the Plan, the exercise price and any other relevant provisions.
If the adjustment would produce fractional shares with respect to any
unexercised Option, the Board may adjust appropriately the number of shares
covered by the Option so as to eliminate the fractional shares. Notwithstanding
anything in the Plan to the contrary, the Board may take the foregoing actions
without the consent of any optionee, and the Board's determination shall be
conclusive and binding on all persons for all purposes.

     4.5    CHANGE OF CONTROL. If a Change of Control of the Company shall
occur, then the Board may, in its discretion, determine that all outstanding
Options shall become fully exercisable. If the Board determines to accelerate
any such outstanding Options, then such Options shall remain vested and/or
exercisable during the remaining term thereof, regardless of whether the
Director shall continue with the Company or any Subsidiary. The Board, in its
sole discretion, and without
<Page>
the consent of any Director affected thereby, may determine that some or all
Directors holding outstanding Options shall receive cash settlements in
exchange for redemption of all or a part of such Options. For purposes of the
Plan, the  term "Change of Control" shall mean (a) the sale, lease, exchange or
other transfer of all or substantially all of the assets of the Company (in one
transaction or in a series of related transactions) to a corporation that is
not controlled by the Company, (b) the approval by the shareholders of the
Company of any plan or proposal for the liquidation or dissolution of the
Company, (c) a successful tender offer for the Common Stock of the Company,
after which the  tendering party holds more than 30% of the issued and
outstanding Common Stock of the Company, or (d) a merger, consolidation, share
exchange, or other transaction to which the Company is a party pursuant to
which the holders of all of the shares of the Company outstanding prior to such
transaction do not hold, directly or indirectly, at least 70% of the
outstanding shares of the surviving company after the transaction.

     4.6    LIMITATION OF RIGHTS.

            4.6.1   NO RIGHT TO CONTINUE AS A DIRECTOR. Neither this Plan, nor
the granting of an option under this Plan, nor any other action taken pursuant
to this Plan shall constitute or be evidence of any agreement or understanding,
express or implied, that the Company will retain a director for any period of
time, or at any particular rate of compensation.

            4.6.2   NO SHAREHOLDERS' RIGHTS FOR OPTIONS. An optionee shall have
no rights as a shareholder with respect to the Shares covered by his or her
options until the date of the issuance to him or her of a stock certificate
therefore.

     4.7    ASSIGNMENTS. The rights and benefits under this Plan may not be
assigned except as provided in Sections 3.9 and 3.10.

     4.8    NOTICE. Any written notice to the Company required by any of the
provisions of this Plan shall be addressed to the secretary of the Company and
shall become effective when it is received.

     4.9    SHAREHOLDER APPROVAL AND REGISTRATION STATEMENT. This Plan shall be
approved by the Board of Directors and submitted to the Company's shareholders
for approval. Any options granted under this Plan prior to effectiveness of a
registration statement filed with the Securities and Exchange Commission
covering the Shares to be issued hereunder shall not be exercisable until, and
are expressly conditional upon, the effectiveness of a registration statement
covering the Shares.

     4.10   GOVERNING LAW. This Plan and all determinations made and actions
taken pursuant hereto shall be governed by and construed in accordance with the
laws of the Commonwealth of Virginia.

     4.11   SEVERABILITY. If any term or provision of this Plan or the
application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, then the remainder of the Plan, or the application of
such term or provision to persons or circumstances other than those as to
<Page>



which it is held invalid or unenforceable, shall not be affected thereby, and
each term and provision hereof shall be valid and be enforced to the fullest
extent permitted by applicable law.




