The Company made no discretionary contributions in the years ended January 29, 2005 and January 31, 2004, the month ended February 1, 2003 or in the year ended December 31, 2002. Under the 1998 Special Stock Option Plan (Special Plan), options to purchase 247,500 shares were granted to five former officers of 98 Cent Clearance Center who were serving as employees or consultants of the Company following the merger. The options were granted as consideration for entering into non-competition agreements and a consulting agreement. The exercise price of each option equals the market price of the Company’s stock at the date of grant, and the options’ maximum term is 10 years. Options granted under the Special Plan vest over a five-year period. At January 29, 2005, the Company has eight stock-based compensation plans. Each plan and the accounting method are described below. Under the Non-Qualified Stock Option Plan (SOP), the Company granted options to its employees for 1,047,264 shares of Common Stock in 1993 and 1,048,289 shares in 1994. Options granted under the SOP have an exercise price of $0.86 and are fully vested at the date of grant. Under the 1995 Stock Incentive Plan (SIP), the Company may grant options to its employees for up to 12,600,000 shares of Common Stock. The exercise price of each option equals the market price of the Company’s stock at the date of grant, unless a higher price is established by the Board of Directors, and an option’s maximum term is 10 years. Options granted under the SIP generally vested over a three-year period. In exchange for their options to purchase Dollar Express Common Stock, certain employees of Dollar Express were granted 228,072 options to purchase the Company’s common stock based on an exchange ratio of 0.8772. Options issued in connection with the merger were  fully vested as of the date of the merger. This plan  was terminated on July 1, 2003 and replaced with the Company’s 2003 Equity Incentive Plan, discussed below. The Step Ahead Investments, Inc. Long-Term Incentive Plan (SAI Plan) provided for the issuance of stock options, stock appreciation rights, phantom stock and restricted stock awards to officers and key employees. Effective with the merger with 98 Cent Clearance  Center and in accordance with the terms of the SAI Plan, outstanding 98 Cent Clearance Center options were assumed by the Company and converted, based on 1.6818 Company options for each 98 Cent Clearance Center option, to options to purchase the Company’s common stock. Options issued as a result of this conversion were fully vested as of the date of the merger. Any restricted stock awarded is subject to certain general restrictions. The restricted stock shares may not be sold, transferred, pledged or disposed of until the restrictions on the shares have lapsed or have been removed under the provisions of the plan. In addition, if  a holder of the restricted shares ceases to be employed by the Company, any shares in which the restrictions have not lapsed will be forfeited. Stock appreciation rights may be awarded alone or in tandem with stock options. When the stock appreciation rights are exercisable, the holder may surrender all or a portion of the unexercised stock appreciation right and receive in exchange an amount equal to the excess of  the fair market value at the date of exercise over the fair market value at the date of the grant. No stock appreciation rights have been granted to date. The 2004 Executive Officer Equity Plan (EOEP) is available only to the Chief Executive Officer and certain other executive officers. These officers no longer receive awards under the EIP. The EOEP allows the Company to grant the same type of equity awards as does the EIP. These awards generally vest over a five-year period, with a maximum term of 10 years. The 2003 Equity Incentive Plan (EIP) replaces the Company’s SIP discussed above. Under the EIP, the Company may grant up to 6,000,000 shares of its Common Stock, plus any shares available for future awards under the SIP, to the Company’s employees, including executive officers and independent contractors. The EIP permits the Company to grant equity awards in the form of stock options, stock appreciation rights and restricted stock. The exercise price of each stock option granted equals the market price of the Company’s stock at the date of grant. The options generally vest over a three-year period and have a maximum term of 10 years. NOTE 9 – STOCK-BASED  COMPENSATION PLANS Fixed Stock-Option Compensation Plans 44 DOLLAR TREE STORES, INC. • 2004 ANNUAL REPORT NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)