Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 6, 2009, Christopher V. Dodds notified the Board of Directors of Cost Plus, Inc. (the "Company") of his intention not to stand for re-election to the Board of Directors at the 2009 Annual Meeting of Shareholders due to other time commitments, particularly in his role as Senior Advisor with the Carlyle Group. Mr. Dodds is currently the Chairman of the Company's Audit Committee and will continue to serve in such capacity until the 2009 Annual Meeting. Another director, Kenneth Stevens is expected to become Chairman of the Audit Committee following the 2009 Annual Meeting. During the past year, the Company added two members with significant financial experience to its Board of Directors and will not seek to replace Mr. Dodds on the Board.

Effective as of May 8, 2009, the employment of Rayford K. Whitley, Senior Vice President, Supply Chain Operations, was terminated with the Company. Mr. Whitley's position will not be replaced and his responsibilities have been assigned to other members of the executive team.

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