0000029534-03-000135 Sample Contracts

RESIGNATION AGREEMENT
Resignation Agreement • May 29th, 2003 • Dollar General Corp • Retail-variety stores

For good and valuable consideration, the parties hereto agree that, pursuant to that Executive Employment Agreement (the “Employment Agreement”) entered November 12, 2002 between Donald S. Shaffer (“Executive”) and Dollar General Corporation (the “Company”), Executive hereby resigns from his position as President and Chief Operating Officer of the Company, effective May 7, 2003.

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 29th, 2003 • Dollar General Corp • Retail-variety stores

This Agreement is made and entered into as of the 2nd day of April, 2003, by and between DOLLAR GENERAL CORPORATION, a Tennessee corporation (the “Company”), and DAVID A. PERDUE, Chief Executive Officer of the Company (the “Employee”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 29th, 2003 • Dollar General Corp • Retail-variety stores • Tennessee

THIS EMPLOYMENT AGREEMENT (“Agreement”), effective as of April 2, 2003, the date Employee commences services for the Company (“Effective Date”), is made and entered into by and between DOLLAR GENERAL CORPORATION (the “Company”) and David A. Perdue (“Employee”).

DOLLAR GENERAL CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • May 29th, 2003 • Dollar General Corp • Retail-variety stores

This Agreement is made and entered into as of the 2nd day of April, 2003, by and between DOLLAR GENERAL CORPORATION, a Tennessee corporation (the “Company”), and DAVID A. PERDUE, Chief Executive Officer of the Company (the “Employee”).

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