EXHIBIT 10.11


FIRST
AMENDMENT


TO
THE


DOLLAR GENERAL CORPORATION


CDP/SERP PLAN


(As Amended and Restated Effective December 31, 2007)
 


WHEREAS, effective as
of December 31, 2007, Dollar General Corporation (“Company”) adopted the
latest amendment and restatement of the Dollar General Corporation CDP/SERP
Plan (“Plan”);


 


WHEREAS, pursuant to Section 11.3
of the Plan, the Plan may be amended by due action of the Board of Directors or
the Plan Committee (which is the Benefits Administration Committee of the Company);
and


 


WHEREAS, the Benefits
Administration Committee of the Company desires to amend the Plan to clarify
and conform the Plan’s provisions relating to CDP Company Matching Credits.


 


NOW, THEREFORE, the Benefits
Administration Committee of the Company hereby amends the Plan as follows,
effective December 31, 2007 or as otherwise expressly provided herein,
provided, however, that if this amendment does not comply with Code Section 409A
(including the Income Tax Regulations thereunder) in any manner, the provisions(s) not
so complying shall not be effective until amended to so comply (which amendment
may be retroactive to the extent permitted under Code Section 409A
(including the Income Tax Regulations thereunder)):


 


1.


 


Section 5.2(a) is
deleted in its entirety and replaced by the following:


 


(a)           Once a CDP Participant’s Base Pay for
a Plan Year equals the compensation limit under Code Section 410(a)(17),
as adjusted pursuant to Code Section 415(d) for the Plan Year, the Company shall
credit, at least monthly (based on all pay periods ending in a month or based
on each payroll period ending in a month, as determined by the Plan Committee)
for such applicable month (or payroll period) and the remaining months (or
payroll periods) in that Plan Year, a CDP Company Matching Credit for each CDP
Participant employed by the Employer equal to the lesser of:


 


(i)            5% of the excess of (A) the CDP
Participant’s Base Pay for such month (or payroll period, as applicable) over (B) the
CDP Participant’s Eligible 401(k) Matching Base Pay for such month (or
payroll period, as applicable); or


 


(ii)           The CDP Participant’s Optional
Deferrals from his Base Pay under Section 4.1(a) of this Plan for
such month (or payroll period, as applicable).


 


2.For purposes hereof, a CDP Participant’s “Eligible
401(k) Matching Base Pay” is his compensation (not in excess of the
compensation limit under Code Section 410(a)(17), as 


 

















adjusted pursuant to Code Section 415(d) for the Plan Year) out of
which he may make elective deferrals under the 401(k) Plan during periods
he is eligible to participate in the employer matching contribution portion of
the 401(k) Plan.  A CDP Participant’s
Base Pay shall be determined by counting his described compensation on a first
dollar paid basis during a Plan Year so that once the cumulative Base Pay for a
Plan Year equals the adjusted compensation limit under Code Section 410(a)(17)
for the Plan Year, the CDP Participant will become eligible for the CDP Company
Matching Credit.  A CDP Participant’s
Eligible 401(k) Matching Base Pay shall be determined by counting his
described compensation on a first dollar paid basis during a Plan Year so that
once the cumulative Eligible 401(k) Matching Base Pay for a Plan Year
equals the adjusted compensation limit under Code Section 410(a)(17) for
the Plan Year, the CDP Participant will have no more Eligible 401(k) Matching
Base Pay for that Plan Year.


 


Except as amended by this First
Amendment, the Plan shall remain in full force and effect.


 


IN WITNESS WHEREOF, this First Amendment to
the Plan has been executed on the 14th day of December, 2007, but effective as
hereinabove provided.


 


	
   

  	
  DOLLAR
  GENERAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
         /s/
  Jeffrey R. Rice

  
	
   

  	
   

  
	
   

  	
  Its:
  Vice President—HR and Benefit Administration Committee Chairman

  
	
   

  	
   

  



 


2