Exhibit 10.10


 


DOLLAR
GENERAL CORPORATION


CDP/SERP PLAN


(As Amended and Restated Effective December 31, 2007)
 


ARTICLE I


 


Purpose
and Adoption of Plans


 


1.1           “Introduction”  Dollar
General Corporation (the “Company”) previously established and maintained the
Dollar General Corporation Supplemental Executive Retirement Plan (the “SERP”)
and the Dollar General Corporation Compensation Deferral Plan (the “CDP”) as
separate plans.  Effective as of January 1,
2000, the Company amended, restated, and consolidated the SERP and CDP plans,
so that such plans were combined into one plan with one master plan
document.  Effective as of January 1,
2003, the Company amended and restated the master plan document.  Effective as of November 1, 2004, the
Company amended and restated the master plan document and thereafter further
amended such restated master plan document. 
The separate provisions of both the SERP and CDP are contained in this
one plan document as separate portions of the combined plan document.  Nevertheless, the terms of the SERP and CDP
portions of the Plan independently govern participation in, and benefits
provided hereunder.  Accordingly, an
employee may be designated for participation in one or both portions of this
Plan, as determined by the terms of each portion of the Plan.  Effective as of December 31, 2007, the Company hereby amends and
restates the plan document of the Plan to comply with Code Section 409A.


 


1.2           “Rights of Employees”  The rights and benefits, if any, of an
Employee whose employment terminated before or after the effective date of this
amendment and restatement shall be determined in accordance with the provisions
of the Plan provided herein, provided, however, that, except as may be
expressly provided, there shall be no change in the form or manner of benefits
in pay status on December 31, 2007.


 


1.3           “Purpose of SERP”
 The SERP is designed to permit a select
group of management or highly compensated employees who contribute materially
to the continued growth, development and future business success of the Company
and the Subsidiaries additional benefits and in such amounts as the Company
shall determine in its sole discretion. 
Employees who previously participated in the SERP prior to January 1,
2000 were credited with an initial benefit under the restated CDP/SERP master
document equal to the present value of their benefit under the SERP as of December 31,
1999.  Such present value of each
Participant’s SERP benefit was credited to that Participant’s SERP Account
described in Section 2.1 hereof as of January 1, 2000.


 


1.4           “Purpose of CDP”
 The CDP is designed to permit a select
group of management or highly compensated employees who contribute materially
to the continued growth, development and future business success of the Company
and the Subsidiaries to elect to defer a portion of their compensation until
their death, disability, retirement or termination of employment with the
Company or the Subsidiaries.  The CDP
also provides additional benefits, in the form of CDP Company Matching Credits
and CDP Company Discretionary Credits, that are, or may be, credited pursuant
to Article V.


 

















 


ARTICLE II


 


Definitions


 


For
purposes of the Plan, the following terms shall have the following meanings
unless a different meaning is plainly required by the context.  The words in the masculine gender shall
include the feminine and neuter genders and words in the singular shall include
the plural and words in the plural shall include the singular.


 


2.1           “Accounts”
shall mean the accounts established and maintained by the Plan Committee for
bookkeeping purposes to reflect the interest of a Participant in the SERP
and/or CDP portions of the Plan, as described below.  The Accounts shall be bookkeeping entries
only and shall be utilized solely as devices for the measurement and
determination of the amounts to be paid to a Participant or Beneficiary under
the Plan. Any Account balance for one or more periods may be separately
accounted for in subaccounts for any reason determined by the Plan Committee.


 


(a)           CDP Accounts shall consist of a CDP Participant’s
Company Match Account, Discretionary Credit Account, and Optional Deferral
Account.


 


(b)           SERP Account shall mean the account established to
reflect the interest of a SERP Participant in SERP benefits that may be payable
under this Plan.


 


2.2           “Base Pay” shall mean with respect to each CDP
Participant, the Participant’s base wages or salary determined prior to any
deferrals under Article IV hereof and determined without regard to any
qualified plan limits under Code Section 401(a)(17), exclusive of bonuses
or other amounts paid in excess of the Participant’s stated base wages or
salary, but inclusive of amounts deferred as Elective Deferrals under the
Dollar General Corporation 401(k) Savings and Retirement Plan and any
amounts contributed on a pre-tax basis under a cafeteria plan maintained by the
Company under Code Section 125, all as determined in the sole discretion
of the Plan Committee or its delegate.


 


2.3           “Beneficiary”
shall mean any person, estate, trust or organization entitled to receive any
payment under the Plan upon the death of a Participant.  The Participant shall designate his
beneficiary on a form provided by the Plan Committee.


 


2.4           “Board”
shall mean the Board of Directors of the Company.


 


2.5           “Change in Control”
means the happening of any of the following after July 6, 2007:


 


(a)           Any person or entity, including a “group”
as defined in Section 13(d)(3) of the Exchange Act, other than the
Company or a wholly-owned subsidiary thereof or any employee benefit plan of
the Company or any of its subsidiaries, becomes the beneficial owner of the
Company’s securities having 35% or more of the combined voting power of the
then outstanding securities of the Company that may be cast for the election of
directors of the Company (other than as a result of an issuance of securities
initiated by the Company in the ordinary course of business);


 


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(b)           As the result of, or in connection with,
any cash tender or exchange offer, merger or other business combination, sales
of assets or contested election, or any combination of the foregoing
transactions, less than a majority of the combined voting power of the then
outstanding securities of the Company or any successor corporation or entity
entitled to vote generally in the election of the directors of the Company or
such other corporation or entity after such transaction are held in the
aggregate by the holders of the Company’s securities entitled to vote generally
in the election of directors of the Company immediately prior to such
transaction; or


 


(c)           During any period of two consecutive
years, individuals who at the beginning of any such period constitute the Board
cease for any reason to constitute at least a majority thereof, unless the
election, or the nomination for election by the Company’s shareholders, of each
director of the Company first elected during such period was approved by a vote
of at least two-thirds of the directors of the Company then still in office who
were directors of the Company at the beginning of any such period.


 


2.6           “Code” shall
mean the Internal Revenue Code of 1986, as the same may be
amended from time to time, or the corresponding section of any subsequent
Internal Revenue Code, and, to the extent not inconsistent therewith,
regulations issued thereunder.


 


2.7           “Company”
shall mean Dollar General Corporation, a Tennessee corporation with principal
offices at Goodlettsville, Tennessee.


 


2.8           “Company Match Account”
shall mean a CDP Account that is maintained to reflect any CDP Company Matching
Credits credited on a CDP Participant’s behalf, and earnings and losses
thereon, pursuant to Article V.


 


2.9           “Deferral Election”
shall mean a CDP Participant’s written election under the CDP to defer a
portion of his Base Pay and/or his bonus pursuant to Article IV.


 


2.10         “Discretionary Credit
Account” shall mean a CDP Account that is maintained to reflect
any CDP Company Discretionary Credits credited on a CDP Participant’s behalf,
and earnings and losses thereon, pursuant to Article V (including amounts
attributable to the Automatic Contribution Account for periods prior to January 1,
2003).


 


2.11         “Effective Date”
shall mean the January 1 next following or coinciding with the date on
which an Employee is designated by the Plan Committee as eligible for
participation in the CDP or SERP, as provided by the terms of and applicable to
each program.


 


2.12         “Eligible SERP Compensation”
shall mean a SERP Participant’s base wages or salary and bonuses, determined
prior to any CDP deferrals under Article IV, and inclusive of amounts
deferred as Elective Deferrals under the Dollar General Corporation 401(k) Savings
and Retirement Plan and any amounts contributed on a pre-tax basis under a
cafeteria plan maintained by the Company under Code Section 125, all as
determined in the sole discretion of the Plan Committee or its delegate.


 


2.13         “Employee”
shall mean any common law employee who is actively employed by the Employer.  For this purpose, an Employee receiving severance
pay shall not be considered 


 


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“actively employed” by the Employer.  If an individual is not considered to be an “Employee”
of the Employer in accordance with this Section for a Plan Year, a subsequent
determination by the Employer, any governmental agency or court that the
individual is a common law employee of the Employer, even if such determination
is applicable to prior years, will not have a retroactive effect for purposes
of eligibility to participate in the Plan.


 


2.14         “Employer” shall be defined as follows:


 


(a)           Except as otherwise provided in Section 2.14(b),
the term “Employer” shall mean the Company, each U.S. based Subsidiary, except
to the extent otherwise provided by the Board, its delegate or the Plan
Committee, and/or any non-US.
based Subsidiary that has been
designated by the Board, its delegate or the Plan Committee as an Employer participating in, or whose
employees may be covered by, the Plan.


 


(b)           For the purpose
of determining whether
a Participant has experienced a Separation from Service, the term “Employer”
shall mean:


 


(i)            The Company or Subsidiary for which the
Participant performs services and with respect to which the legally binding
right to compensation deferred or contributed under this Plan arises; and


 


(ii)           All other entities with which the entity
described above would be aggregated and treated as a single employer under Code
Section 414(b) (controlled group of corporations) and Code Section 414(c) (a
group of trades or businesses, whether or not incorporated, under common
control), as applicable.  In order to
identify the group of entities described in the preceding sentence, the Plan Committee
shall use an ownership threshold of a majority when applying, the applicable
provisions of (A) Code Section 1563 for determining a controlled
group of corporations under Code Section 414(b), and (B) Treas. Reg.
§1.414(c)-2 for determining the trades or businesses that are under common
control under Code Section 414(c).


 


2.15         “Enrollment Date”
shall mean January 1 of each Plan Year.


 


2.16         “ERISA”
shall mean the Employee Retirement Income
Security Act of 1974, as the same may be amended from time to time, or the
corresponding section of any subsequent legislation which replaces it, and, to
the extent not inconsistent therewith, the regulations issued thereunder.


 


2.17         “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


2.18         “Investment Request”
shall mean a Participant’s written request to have his Accounts deemed to be
invested pursuant to Article VII.


 


2.19         “Leave of Absence”
shall mean a Participant’s leave of absence from his employment on account of
military service, Total and Permanent Disability, or any other reason and which
is authorized, in writing, by the Company.


 


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2.20         “Optional Deferral Account”
shall mean a CDP Account that is maintained to reflect a CDP Participant’s
elective deferrals, and earnings and losses thereon, made pursuant to Article IV.


 


2.21         “Participant”
shall have the following meanings, depending upon whether participation is in
the CDP or the SERP:


 


(a)           For purposes of the CDP, a “CDP Participant” shall mean an Employee who meets all of the
conditions of eligibility under Section 3.2 and who participates in the
CDP portion of the Plan in accordance with Article IV and, solely for
purposes of determining benefits due to be paid, a current or former Employee who
is not currently eligible to participate but who has an Account balance under
the Plan (sometimes referred to as a “former Participant”).


 


(b)           For purposes of the SERP, a “SERP Participant” shall mean an Employee who meets all of
the conditions of eligibility under Section 3.1 and who participates in
the SERP portion of the Plan and, solely for purposes of determining benefits
due to be paid, a current or former Employee who is not currently eligible to
participate but who has an Account balance under the Plan (sometimes referred
to as a “former Participant”).


 


2.22         “Plan” shall
mean this Dollar General Corporation CDP/SERP Plan, as reflected in this Plan
document.


 


2.23         “Plan Committee”
shall mean the Board or another committee that is appointed by the Board (or
any committee designated by the Board with such authority) to serve as the Plan
Committee, subject to the provisions of Section 10.1.


 


2.24         “Plan Year”
shall mean the 12 consecutive month period commencing each January 1st and
ending on the last day of December next following.


 


2.25         “Retirement Eligibility”
shall mean, with respect to a Participant, the earlier of the Participant’s
attainment of age 50 or the date such Participant is credited with 10
Years of Service under this Plan.


 


2.26         “Separation
from Service” or “Separate from Service”
shall mean a
termination of services provided by a Participant to his or her Employer,
whether voluntarily or involuntarily, other than by reason of death or Total
and Permanent Disability, as determined by the Plan Committee in accordance with Treas.
Reg. §1.409A-1(h).  In determining whether a Participant has experienced a
Separation from Service, the following provisions shall apply:


 


(a)           For a Participant who provides services
to an Employer as an Employee, except as otherwise provided in Section 2.26(c),
a Separation from Service shall occur when such Participant has experienced a
termination of employment with such Employer. 
A Participant shall be considered to have experienced a termination of
employment when the facts and circumstances indicate that the Participant and
his or her Employer reasonably anticipate that either (i) no further
services will be performed for the Employer after a certain date, or (ii) that
the level of bona fide services the Participant will perform for the Employer
after such date (whether as an Employee or as an independent contractor) will
permanently decrease to less than 50% of the average level of bona fide
services performed by such Participant (whether as an 


 


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Employee or an independent contractor) over the immediately preceding
36-month period (or the full period of services to the Employer if the
Participant has been providing services to the Employer less than 36 months).


 


(b)           If a
Participant is on military leave, sick leave, or other bona fide leave of
absence, the employment relationship between the Participant and the Employer
shall be treated as continuing intact, provided that the period of such leave
does not exceed 6 months, or if longer, so long as the Participant retains a
right to reemployment with the Employer under an applicable statute or by
contract.  If the period of a military
leave, sick leave, or other bona fide leave of absence exceeds 6 months and the
Participant does not retain a right to reemployment under an applicable statute
or by contract, the employment relationship shall be considered to be
terminated for purposes of this Plan as of the first day immediately following
the end of such 6-month period.  In
applying these provisions, a leave of absence shall be considered a bona fide
leave of absence only if there is a reasonable expectation that the Participant
will return to perform services for the Employer.


 


(c)           For a Participant who provides services
to an Employer as both an Employee and an independent contractor, a Separation from Service generally shall not occur until
the Participant has ceased providing services for such Employer as both as an
Employee and as an independent contractor, as determined in accordance with the
provisions of this Section.  Similarly,
if a Participant either (i) ceases providing services for an Employer as
an independent contractor and begins providing services for such Employer as an
Employee, or (ii) ceases providing services for an Employer as an Employee
and begins providing services for such Employer as an independent contractor,
the Participant will not be considered to have experienced a Separation from
Service until the Participant has ceased providing services for such Employer
in both capacities, as determined in accordance with the applicable provisions
of this Section.


 


(d)           Notwithstanding
the foregoing provisions, if a Participant provides services for an Employer as
both an Employee and as a non-employee director, to the extent permitted by
Treas. Reg. §1.409A-1(h)(5) the services provided by such Participant as a
non-employee director shall not be taken into account in determining whether
the Participant has experienced a Separation from Service as an Employee, and
the services provided by such Participant as an Employee shall not be taken
into account in determining whether the Participant has experienced a
Separation from Service as a non-employee director.


 


2.27         “SERP Company Credit”
shall mean amounts credited to a SERP Participant’s Account, and earnings and
losses thereon, pursuant to Article V of the Plan.


 


2.28         “Subsidiary”
shall mean each of the following business entities or other
organizations (whether or not incorporated):


 


(i)            Any corporation the
majority of the outstanding voting stock of which is owned, directly or indirectly,
by the Company, and


 


(ii)           Any trade or business (whether or not incorporated) the majority of the outstanding voting
equity interests of which is owned, directly or indirectly, by the Company.


 


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2.29         “Total and Permanent
Disability” shall mean the inability to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or to be of
continuous period of not less than 12 months, as evidenced by qualification for
disability income benefits under the federal Social Security system.


 


2.30         “Year of Service”
shall mean each one-year period of time, including time before a Participant’s
Effective Date, commencing on the date on which the Participant was first
employed by the Company or a Subsidiary and each anniversary thereof during
which the Participant was an Employee of the Company or a Subsidiary or on a
Leave of Absence for the entire year. 
The Plan Committee, in its discretion, shall develop policies and
procedures to determine Years of Service for purposes of this Plan and that
address the determination of Years of Service for Participants who terminate
employment and are later rehired by the Company or a Subsidiary.


 


2.31         “Trust Agreement” shall mean the
agreement, if any, by and between the Company and any trustee under which
assets pertaining to the Plan, if any, are maintained.  If assets pertaining to the Plan are
maintained pursuant to a Trust Agreement, such Trust Agreement is intended to
be a grantor trust (sometimes referred to as a rabbi trust), of which the
Company is the grantor, within the meaning of subpart E, part I, subchapter J,
chapter 1, subtitle A of the Code.


 


ARTICLE III


 


Eligibility


 


3.1           “SERP Eligibility Rules”
 The Plan Committee shall establish, and
amend as necessary, rules to determine which individuals or groups of Employees
shall be eligible to participate in the SERP.


 


3.2           “CDP Eligibility Rules”  The Plan Committee shall establish, and amend
as necessary, rules to determine which individuals or groups of Employees
shall be eligible to participate in the CDP.


 


3.3           “Cessation of Status as
Covered Employee”  If an Employee
is a Participant but ceases to be an Employee, such cessation of status as an
Employee shall not operate to terminate any deferral election in effect for the
Plan Year (or other applicable deferral computation period) of such status
change unless and to the extent, if any, permitted under Code Section 409A.


 


ARTICLE IV


 


Deferral
of Compensation under CDP


 


4.1           “Compensation Which May Be
Deferred”


 


(a)           Subject to Section 4.1(b), a CDP
Participant may elect to defer amounts under this Plan as follows:


 


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(i)            A CDP Participant may elect to defer from
his Base Pay otherwise payable to him by the Employer during each payroll
period after his Effective Date (or any following Enrollment Date) any whole
percentage from 1% to 65% of his Base Pay. 
The amount of any elective deferral made under this Section 4.1(a) shall
be credited to a CDP Participant’s Optional Deferral Account; and


 


(ii)           A CDP Participant may elect to defer from
any bonus otherwise payable to him by the Employer during each bonus
performance period commencing on or after his Effective Date (or any following
Enrollment Date) any whole percentage from 1% to 100% of such bonus.  The amount of any elective deferral under
this Section 4.1(b) shall be credited to a CDP Participant’s Optional
Deferral Account.  The Plan Committee
shall determine, in its sole discretion, the bonus type that is eligible for
deferrals under this Plan.


 


For purposes hereof, a CDP Participant’s Base Pay or bonus pay which
may be deferred may only consist of Base Pay and bonus which is earned after
his applicable Effective Date or any following Enrollment Date for which a
deferral election is timely made.


 


(b)           Notwithstanding the provisions of Section 4.1(a),
the Plan Committee or its delegate may establish lower deferral limits for any
CDP Participant (or Participants) as it deems necessary or advisable from time
to time.  Any affected CDP Participants
will be notified of such lower deferral limits by the Plan Committee (or its
delegate).


 


(c)           Except as
provided in Section 4.7, a Participant’s action or inaction under a qualified
plan subject to Code Section 402(g), including an adjustment to a deferral
election under such a qualified plan, shall not, for any given taxable year of
the Participant, result in an increase or decrease in the amounts deferred under this Plan
and all other nonqualified deferred compensation arrangements in which the
Participant participates in excess of the limit with respect to elective
deferrals under Code Section 402(g)(1)(A), (B) and (C) in effect
for the taxable year of the Participant in which such action or inaction
occurs.


 


4.2           “Establishment of Optional
Deferral Account”  An
Optional Deferral Account shall be established for each CDP Participant by the
Plan Committee as of the Effective Date of (or any following Enrollment Date
for) such Participant’s initial Deferral Election.  The Participant’s Optional Deferral Account
shall be credited at least monthly (based on all pay periods ending in the
month or based on each payroll period ending in the month, as determined by the
Plan Committee) with amounts that a CDP Participant has deferred under Section 4.1.


 


4.3           “Deferral Election Form”
 A CDP Participant shall complete a
Deferral Election form, which shall be made in writing on a form prescribed by
the Plan Committee.  The initial Deferral
Election form shall state:


 


(a)           That the CDP Participant wishes to make
an election to defer the receipt of a portion of his Base Pay and/or bonus pay;


 


(b)           The percentage of such elective deferral,
consistent with the provisions of Section 4.1;


 


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(c)           Subject to the provisions of Sections 4.5
and 4.6 and Article VIII, the form of any distribution from the Plan,
which election may in the discretion of the Plan Committee be made on a Plan
Year (or multiple prospective Plan Years) by Plan Year (or multiple prospective
Plan Years) basis and/or separately for different Accounts and/or contributions
thereto;


 


(d)           That the deferral is to Separation from
Service or, pursuant to Section 4.5(a), a specified date no sooner than 5
years after the end of the Plan Year in which amounts are deferred (provided,
however, that upon the Participant’s unforeseeable emergency, amounts deferred
may be paid pursuant to Section 4.5(b) and that upon the Participant’s
Separation from Service (whether before or after Retirement Eligibility) for
any reason, death, or Total and Permanent Disability, all amounts deferred to a
date certain shall nevertheless be paid as provided in Article VIII),
which election of a specified date may in the discretion of the Plan Committee
be made on a Plan Year (or multiple prospective Plan Years) by Plan Year (or
multiple prospective Plan Years) basis and/or separately for different Accounts
and/or contributions thereto; and


 


(e)           Such other information that the Plan
Committee, in its discretion determines to be necessary or advisable to
administer deferral elections hereunder.


 


4.4           “Making and Modifying
Deferral Elections”


 


(a)           The Deferral Election form of a new CDP
Participant shall be made by a signed written notice, in a form acceptable to
the Plan Committee, that is delivered to the Plan Committee at a date
established by the Plan Committee, but no later than the day before the CDP
Participant’s Effective Date.  A CDP
Participant shall complete a Deferral Election form annually thereafter at a
date established by the Plan Committee, but no later than the day before the
applicable Effective Date or any following Enrollment Date for the Plan Year to
which such election relates, unless the Plan Committee in its sole discretion
waives the requirement for an annual election form (thereby making Deferral
Elections evergreen until changed or revoked). 
Except with respect to an election applicable to performance-based
compensation as provided in Section 4.4(b) or a change in the time or
form of distribution pursuant to any applicable provision of the Plan, any
Deferral Election shall only apply to Base Pay and bonus pay which is earned
after the Plan Year in which the election is made.  A CDP Participant who desires to modify or
revoke a Deferral Election for a subsequent Plan Year must provide the Plan
Committee with a signed written notice no later than such date as the Plan
Committee may determine in its sole discretion, but not later than the day
immediately prior to the first day of the subsequent Plan Year to which such
modification or revocation relates. 
Subject to the provisions of this Section, any modification or
revocation shall be effective on the first day of the subsequent Plan Year to
which such modification or revocation relates.


 


(b)           As an
alternative to the foregoing, in the discretion of the Plan Committee, any Deferral Election to defer a bonus which
is performance-based compensation (within the meaning of Code Section 409A(a)(4)(B)(iii))
may be made no later than 6 months prior to the end of the performance period
for such bonus determination.  Any such
Deferral Election therefore may not be modified or revoked by the Participant
after the latest time for making the election. 
For this purpose, “performance-based compensation” shall mean
compensation the entitlement to or amount of which is contingent on the
satisfaction of pre-established 


 


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organizational or individual performance
criteria relating to a performance period of at least 12 consecutive months, as
determined by the Plan Committee in accordance with Treas. Reg.
§1.409A-1(e).  The outcome under the
applicable pre-established organizational or individual performance criteria
must be substantially uncertain at the time of establishment, and the criteria
must be established no later than 90 days after the beginning of the period of
service to which the incentive compensation and performance relate.


 


(c)           The termination of participation in the
CDP shall not affect amounts previously deferred by the CDP Participant under
the Plan.


 


(d)           It is intended that all Deferral
Elections and modifications thereto will comply with the requirements of Code Section 409A.  The Plan Committee is authorized to adopt rules or
regulations deemed necessary or appropriate in connection therewith to
anticipate and/or comply the requirements of Code Section 409A (including
any transition or grandfather rules thereunder).  It is intended that all Deferral Elections
and modifications thereto will comply with the requirements of Code Section 409A.  The Plan Committee is authorized to adopt rules or
regulations deemed necessary or appropriate in connection therewith to
anticipate and/or comply with the requirements of Code Section 409A
(including any transition or grandfather rules thereunder).


 


4.5           “In-Service Distributions
and Election Form Procedures”


 


(a)           A CDP Participant may elect to receive a “time
specific” in-service lump sum distribution of amounts credited to his CDP
Accounts, provided that the date of distribution is a date that is no sooner
than 5 years after the end of the Plan Year in which amounts are deferred.  Notwithstanding anything to the contrary, any
amounts deferred to a “time specific” date certain pursuant to this Section 4.5
shall nevertheless be paid as soon as practicable after the Participant’s Separation
from Service (whether before or after Retirement Eligibility), death or Total
and Permanent Disability, subject to the further provisions of Article VIII.  If a CDP Participant elects a “time specific”
in-service distribution, payment of benefits pursuant to that election shall be
made in the form of a lump sum distribution. 
With the approval of the Plan Committee, a CDP Participant may amend the
timing of his “time specific” in-service benefit distribution date while
actively employed by the Company or a Subsidiary, provided, however, that no
such amendment shall be effective if it, coupled with the Plan requirement that
Plan benefits be distributed after Separation from Service (regardless of the
Participant’s “time specific” in-service distribution date), would cause the
Plan to violate the requirements of Code Section 409A(a)(2), (3) or
(4).  Any such amendment must be made on
a signed written form that is acceptable to the Plan Committee, must be
provided to the Plan Committee not later than 12 months before the CDP
Participant’s “time specific” in-service distribution date as stated on the
Participant’s currently effective election form, is not effective for 12 months
after it is filed with the Plan Committee and must provide a new payment date which
is at least 5 years later than the date such payment would otherwise have been
made.  A CDP Participant that completes an
amendment to his “time specific” in-service benefit distribution date in
accordance with this Section 4.5 may defer distribution of his Accounts to
a date after the date selected in his most recent validly completed form or
until his Separation from Service, death or Total and Permanent
Disability.  A CDP Participant may only
complete one amendment with respect to his “time specific” in-service benefit
distribution date, unless the Plan Committee in its sole discretion 


 


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waives this rule with respect to the CDP Participant.  A CDP Participant may not elect to have “time
specific” distributions paid to him in any form of distribution other than a
single lump sum payment at the elected date of distribution.


 


(b)           A Participant who is an Employee may
request to receive an “unforeseeable emergency hardship” in-service lump sum
distribution of vested amounts credited to his Account in the event he has an
unforeseeable emergency hardship.  Upon a
finding by the Plan Committee that the Participant has an unforeseeable
emergency hardship, the Plan Committee (in its sole discretion) may authorize
the payment of all or a part of a Participant’s vested Account in the form of a
lump sum distribution prior to his or her ceasing to be an Employee.  Any such written request must set forth the
circumstances constituting such unforeseeable emergency hardship.  Notwithstanding the foregoing, the Plan
Committee may not direct payment of any amounts credited to the Account of a
Participant to the extent that such unforeseeable emergency hardship is or may
be relieved (i) through reimbursement or compensation by insurance or
otherwise or (ii) by liquidation of the Participant’s assets, to the
extent that such liquidation would itself not cause severe financial
hardship.  Any distribution due to
unforeseeable emergency hardship shall only be permitted to the extent
reasonably needed to satisfy such hardship plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution, and shall be made in
the sole discretion of the Plan Committee, both with respect to the
determination as to whether an unforeseeable emergency hardship exists and as
to the amount distributable.  In all
cases, the requirements and standards set forth in Code Section 409A will
govern the determinations of a Participant’s eligibility for and the amount of
any distributions under this Section 4.5(b).  For purposes hereof, “unforeseeable emergency
hardship” means as a severe financial hardship of the Participant resulting
from an illness or accident of the Participant, the Participant’s spouse, or
the Participant’s dependent (as defined in Code Section 152(a)), loss of
the Participant’s property due to casualty (including the need to rebuild a home
following damage to a home not otherwise covered by homeowner’s insurance,
e.g., as a result of a natural disaster), or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant.


 


(c)           In-service distributions shall be made in
the manner described in Section 8.7.


 


(d)           A SERP Participant may not elect to
receive a “time specific” or an “unforeseeable emergency hardship” in-service
distribution of vested amounts credited to his SERP Account.


 


4.6           “Amending the Deferral
Election to Change Form of Distribution at Separation from Service, Death
or Total and Permanent Disability Generally Not Permitted”  A Participant may not change his elected or
default form of the distribution of his existing Account (including the CDP and
SERP portions of the Plan) to be made at his Separation from Service, death or
Total and Permanent Disability.  The
foregoing is not intended to prohibit new and different elections on a
prospective basis for amounts earned in a subsequent Plan Year to the extent
permitted under Section 4.3.  Form of
payment elections in effect on November 1, 2004 shall continue to apply to
all Account balances attributable to deferrals and credits (and earnings
thereon) for periods prior to January 1, 2005 and, unless otherwise 


 


11

















 


determined by the Plan Committee (e.g., by permitting Plan Year by Plan
Year elections effective prospectively), to Deferral Elections made on or after
November 1, 2004.


 


4.7           “Automatic Cancellation of
Deferral Election upon Receipt of Hardship Withdrawal under 401(k) Plan”


 


(a)           A Participant’s Deferral Election in
effect at the time of a 401(k) hardship withdrawal shall be cancelled
(rather than postponed or delayed) prospectively so that no further deferrals
from his Base Pay or bonuses shall be made during the 401(k) hardship
withdrawal required cancellation period or with respect to the Plan Year in
which the 401(k) hardship withdrawal required cancellation period begins.


 


(b)           The Participant whose Deferral Election
is cancelled pursuant to this Section may file a new Deferral Election in
order to commence or recommence making deferrals under the Plan from his Base
Pay or bonuses at the later of (i) the first payroll period that commences
after the end of the 401(k) hardship withdrawal required cancellation
period or (ii) the CDP Participant’s next Enrollment Date.  The new CDP Deferral Election shall be made
by a signed written notice, in a form acceptable to the Plan Committee, and
shall be delivered to the Plan Committee at a date established by the Plan
Committee, but no later than the day before the CDP Participant’s next or any
subsequent Enrollment Date on or following which the Participant’s deferrals
from his Base Pay or bonuses will commence or recommence, and shall apply only
to Base Pay and bonuses earned after the new Deferral Election becomes
effective as required by Code Section 409A.


 


(c)           For purposes hereof, the following terms
have the following meanings:


 


(i)            A “401(k) hardship withdrawal” is a
hardship withdrawal from a 401(k) plan which requires a suspension of
employee contributions and elective deferrals as a result of receipt of the
hardship withdrawal in order to satisfy the regulations under Code Section 401(k).


 


(ii)           The “401(k) hardship withdrawal
required cancellation period” means the 6-month period (or other stated period
in the 401(k) plan) during which employee contributions and elective
deferrals must be suspended as a result of receipt of a 401(k) hardship
withdrawal in order to satisfy the regulations under Code Section 401(k).


 


(iii)          A
“401(k) plan” means the Dollar General Corporation 401(k) Savings and
Retirement Plan and any other deferred compensation plan intended to meet the
requirements of Code Section 401(k) and maintained by the Company or
any other business entity or other organization (whether or
not incorporated) which during the relevant period is treated (but only for the
portion of the period so treated and for the purpose and to the extent required
to be so treated) as a single employer with the Company or any Subsidiary under
Code Section 414(b), (c), (m) or (o).


 


12

















 


ARTICLE V


 


Company
Credits


 


5.1           “SERP Company Credits”


 


(a)           As of the last day of each Plan Year, the
Plan Committee shall determine the SERP Company Credit in such amounts as the
Plan Committee may deem appropriate to the account of an eligible SERP
Participant, in accordance with the requirements of Section 5.1(b) below.


 


(b)           The amount of the SERP Company Credit
shall be calculated by using a SERP Participant’s Eligible SERP Compensation,
as defined in Section 2.12 as a base. 
The Plan Committee shall credit a SERP Company Credit only to the SERP
Account of a Participant who was a SERP Participant on the first day of the
Plan Year and last day of the Plan Year to which the SERP Company Credit
relates.


 


(c)           The Employer by which a Participant is
employed at the end of a Plan Year shall reflect as a liability on its books as
of the end of the Plan Year; and the SERP Company Credit for the Plan Year
shall be reflected in the Participant’s SERP Account on the January 31
immediately following the Plan Year (from which time it shall be adjusted for
earnings or losses).


 


(d)           To the extent not provided above, the
amount (or the method or formula for determining the amount) of a SERP
Participant’s SERP Company Credit shall be set forth in writing in one or more
documents, which shall be deemed to be incorporated into this Plan, no later
than the date on which such SERP Company Credit is credited to the SERP
Participant’s SERP Account.


 


5.2           “CDP Company Matching
Credits”


 


(a)           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), 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).


 


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 Eligible 401(k) Matching



 


13

















 


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.


 


(b)           If a Participant’s action or inaction under a qualified plan with respect
to elective deferrals or after-tax contributions by the Participant to the
qualified plan affects the amounts that are credited under this Plan or any
other nonqualified deferred compensation arrangement as matching amounts or
other amounts contingent on the Participant’s elective deferrals or after-tax
contributions under the
qualified plan,
then (i) such matching or contingent amounts, as applicable, shall
either be forfeited or never credited under this Plan or any other nonqualified deferred
compensation arrangement in the absence of the Participant’s elective deferral or after-tax
contribution, and (ii) except as provided in Section 4.7, all of the
Participant’s actions or inactions shall not, for any given taxable year of the
Participant, result in an increase or decrease during such taxable
year in the amounts deferred under this Plan and such other nonqualified deferred
compensation arrangements in which the Participant participates in excess of
the limit with respect to elective deferrals under Code Section 402(g)(1)(A),
(B) and (C) in effect for the taxable year of the Participant in which such
action or inaction occurs.


 


(c)           Any CDP Company Matching Credit shall be
credited to the CDP Participant’s CDP Company Match Account.


 


5.3           “Special Rule for a
CDP Participant who has not yet met eligibility requirements to receive a
matching contribution in the Dollar General Corporation 401(k) Savings and
Retirement Plan”  Notwithstanding
anything to the contrary in Section 5.2 above, if for a given calendar
month (or payroll period, as applicable) a CDP Participant has not yet met the
eligibility requirements to receive a matching contribution in the 401(k) Plan,
such CDP Participant shall nevertheless be credited with a CDP Company Matching
Credit under this Plan for such month (or payroll period, as applicable).  In such event, the CDP Participant’s Eligible
401(k) Matching Base Pay under Section 5.2(b) for such month (or
payroll period, as applicable) shall be zero.


 


5.4           “CDP Company Discretionary
Credits”  The Company may,
in its sole discretion and from time to time, credit an amount equal to 2% of
each CDP Participant’s Base Pay, if any, that exceeds the compensation limit
established under Code Section 401(a)(17). 
Any CDP Company Discretionary Credit shall be credited to a CDP
Participant’s Discretionary Credit Account.


 


14

















 


ARTICLE VI


 


Vesting


 


6.1           “SERP Vesting”
 SERP Company Credits credited pursuant
to the provisions of Article V, along with any earnings thereon, shall be
fully vested at the earlier of the SERP Participant’s attainment of age 50 or
the SERP Participant’s being credited with at least 10 Years of Service.  However, until full vesting occurs, a SERP
Participant will not have a vested interest in any percentage of his SERP
Account.  The Plan Committee shall have
the discretion to accelerate the vesting of SERP Company Credits on an
individual by individual basis for any reason at any time and from time to
time.


 


6.2           “CDP Vesting”
 Amounts credited to a CDP Participant’s
Company Match Account, Discretionary Credit Account, and Optional Deferral
Account, along with any earnings thereon, shall be fully vested at all times.


 


6.3           “Full Vesting Under SERP on
Death, Total and Permanent Disability or Change In Control”  Notwithstanding Section 6.1 hereof, a
SERP Participant shall be fully vested in his SERP Account if he terminates
employment with the Company because of a Total and Permanent Disability, dies
while employed by the Company or a Subsidiary, or is a SERP Participant on July 6,
2007 or at the time of a Change in Control occurring after July 6, 2007.


 


ARTICLE VII


 


Investments


 


7.1           “In General”


 


(a)           The Plan Committee shall determine the
investment options available under the Plan and the procedures for making
Investment Requests therefore.  Such
investment options and procedures may be changed by the Plan Committee at any
time and from time to time.  The Plan
Committee may provide for suspension of any investment option as it deems
appropriate at any time.


 


(b)           The Accounts of each Participant shall be
credited as of the last day of each calendar month with the deemed investment
gains and losses based upon the Account value as of the first day of the
calendar month, or on a more frequent basis as determined by the Plan
Committee.  Unless otherwise provided by
the Plan Committee, the Company will pay for general
Plan administrative expenses, although the Plan Committee may direct that these
expenses be charged to Participants’ accounts as a Plan administrative expense
and the manner in which such expenses are charged.


 


(c)           A Participant shall request how his
Accounts are deemed to be invested by completing an Investment Request.  Such Investment Request shall be made in
writing, or through electronic means, in accordance with procedures established
by the Plan Committee.  Any Investment
Request made in accordance with this Section 7.1 shall continue unless the
Participant changes the Investment Request under this Plan in accordance with
procedures established by the Plan Committee.


 


15

















 


(d)           Deemed elections made under this Plan and
pursuant to an Investment Request shall be applicable only with respect to this
Plan and Investment Requests and changes thereto requested by the Participant
shall be effective prospectively only. 
The Plan Committee shall be authorized to permit more frequent changes
in investment options to be effective on such dates as it shall specify.  The Plan Committee shall consider an Investment
Request, but is not obligated to follow such request.


 


(e)           In connection
with any change in available investment options under the Plan (whether by
reason of changes effected in the investment options under the Plan by the Plan Committee or otherwise), the Plan Committee may establish such
blackout period or periods during which Investment Requests and Plan
distributions will be suspended and may provide for such mapping of Account
balances from old investment options to new investment options and/or such
Participant choice with respect thereto as it deems appropriate.


 


7.2           “Gains Invested in Same
Option”  Dividends,
interest and other distributions credited with respect to any deemed investment
election shall be deemed to be invested in the same investment option.


 


7.3           “Participant Reports on
Account Values”  At the
end of each Plan Year (or on a more frequent basis as determined by the Plan
Committee), a report shall be issued to each Participant who has an Account
stating the value of such Account.


 


ARTICLE VIII


 


Distribution
of Accounts


 


8.1           “Distribution Upon
Separation from Service After Retirement Eligibility”


 


(a)           For benefits payable from the Plan on or
after the Participant’s Separation from Service (within the meaning of
Code Section 409A(a)(2)(A)(i)) after having attained Retirement Eligibility, the
Participant shall be entitled to receive the balance of his Accounts (or
portions thereof) in one of the following forms as elected by him pursuant to Section 4.3:


 


(i)            A lump sum distribution;


 


(ii)           Monthly installments payable over a 5, 10
or 15 year period, determined by dividing (A) the current balance
in such Account by (B) the number of installments in which distributions
remain to be made (including the current distribution); or


 


(iii)          A
combination of an initial lump sum distribution of a specified dollar amount
and the remainder in monthly installments payable over a 5, 10 or 15 year
period.


 


(b)           Notwithstanding the other provisions of
this Plan to the contrary, the Plan shall distribute in a lump sum distribution
any benefits payable to a Participant from the SERP portion of the Plan if the
value of the Participant’s SERP Account as of the valuation date coincident
with or next following his termination or retirement is $25,000 (or any lesser
amount required to comply with the requirements of Code Section 409A) or
less; and the Plan shall distribute in a lump sum distribution any benefits
payable to a Participant from the CDP portion 


 


16

















 


of the Plan if the value of the Participant’s CDP Account as of the
valuation date coincident with or next following his termination or retirement
is $25,000 (or any lesser amount required to comply with the requirements of
Code Section 409A) or less.


 


(c)           If a Participant fails to specify a form
of payment (or if there is no validly executed form of payment elected by the
Participant) for any portion of his Accounts, such portion of his Accounts
shall be distributed in a lump sum distribution.


 


(d)           If a Participant Separates from Service
prior to attaining
Retirement Eligibility, distribution of his Accounts shall be governed by Section 8.5
hereof.


 


(e)           The transfer of a Participant between the
Company and a Subsidiary shall not be treated as a termination of employment or
Separation from Service for purposes of this Plan.


 


(f)            All
distributions to Participants
who Separate from Service during January through June after having attained Retirement
Eligibility shall commence in the
following February, and all distributions to Participants who Separate from Service
during July through December after having attained Retirement Eligibility shall commence in the following August.


 


8.2           “Distribution on
Participant’s Death” Upon the death of a Participant or a former
Participant prior to the complete distribution of his Accounts (whether or not
distribution has commenced at his death), the balance of his Accounts shall be
paid in a lump sum distribution to his Beneficiary within 60 days following the
close of the calendar quarter in which the Participant dies, provided that the Plan
Committee may delay payment until it obtains or is provided satisfactory
evidence of the Participant’s death (in which event payment shall be made as
soon as reasonably practicable thereafter). 
In the event a beneficiary designation is not on file with the Plan
Committee or the Beneficiary is deceased or cannot be located, payment will be
made to the estate of the Participant or former Participant.


 


8.3           “Change of Beneficiary
Permitted”  A Participant’s
beneficiary designation may be changed by the Participant or former Participant
at any time without the consent of the Participant’s prior named Beneficiary.


 


8.4           “Distribution on Total and
Permanent Disability”


 


(a)           Upon the Total and Permanent Disability
of a Participant or former Participant (whether before or subsequent to the
commencement of payment to the Participant) prior to November 1, 2004, the
Participant shall be entitled to receive the balance of his Accounts in a form
permitted or provided under Section 8.1, as selected by the Participant on
a form provided by the Plan Committee for such purpose.


 


(b)           Upon the Total and Permanent Disability
of a Participant or former Participant (including, unless violative of the
requirements of Code Section 409A, the Participant’s Total and Permanent
Disability subsequent to the Participant’s commencement of payment under the
Plan or after the Participant’s Separation from Service), the balance of his
Accounts shall be paid in a lump sum distribution to him.


 


17

















 


(c)           Payments made pursuant to this Section 8.4
shall commence within 60 days following the close of the calendar quarter in
which the Total and Permanent Disability of a Participant occurs, provided that
the Plan Committee may delay payment until it obtains or receives notification
of the determination of disability by the Social Security Administration (in
which event payment shall be made as soon as reasonably practicable
thereafter).


 


8.5           “Distribution Upon Separation
from Service Prior to Retirement Eligibility”  If a Participant Separates from Service prior to attaining Retirement Eligibility
and for reasons other than death or Total and Permanent Disability, then the
Participant’s vested Accounts will be paid in a lump sum distribution.  Any SERP amounts credited to the Participant’s
Accounts which are not otherwise vested shall be forfeited immediately upon the
Participant’s termination of employment with the Company and its Subsidiaries.  All
distributions to Participants who Separate from Service during January through
June prior to
attaining Retirement Eligibility shall
commence in the following February, and all distributions to Participants
who Separate from Service during July through December prior to attaining Retirement Eligibility shall commence in the following August.


 


8.6           “Correction of Erroneous
Credits or Payments”  The
Company intends only to credit amounts to a Participant’s Accounts and
distribute benefits to which Participants are entitled under the Plan.  If the Plan Committee discovers that an
amount was or was not appropriately credited to a Participant’s Account(s), the
Plan Committee shall take any steps necessary to adjust the Participant’s
Account(s) to correct the error, including an adjustment for earnings, if
applicable.  If the Plan Committee
determines that a Participant is entitled to a benefit that is greater than the
benefit that has been or is being distributed to the Participant, then the Plan
Committee shall adjust future benefit payments, or make a lump sum
distribution, if appropriate, of any additional benefit.  If the Plan distributes a benefit to a
Participant and the Plan Committee determines that the Participant was not
entitled to receive such benefit, then the Plan Committee shall take reasonable
steps to recover the total amount of the additional benefit from the individual
to whom the amounts were distributed.  Unless
such action would fail to comply with Code Section 409A, the Plan
Committee may, in its sole discretion, reduce subsequent payments from the Plan
to a Participant, if any, until such time as the full amount of the additional
payment has been returned to the Company. 
At its discretion, the Plan Committee may also require that the
Participant return the additional payment immediately or over a period of
time.  If the Plan Committee elects to
reduce a Participant’s subsequent benefit payment(s), the Plan Committee shall
provide the Participant with notice of such reduction and the reasons therefor.


 


8.7           “Medium of Distribution”
 Distributions
of Account balances shall be made in cash.


 


18

















 


ARTICLE IX


 


Nature
of Employer Obligation and Participant Interest


 


9.1           “In General”  A Participant, his Beneficiary, and any other
person or persons having or claiming a right to payments under the Plan shall
rely solely on the unsecured promise of the Company set forth herein, and
nothing in this Plan or any Trust Agreement shall be construed to give a Participant,
Beneficiary, or any other person or persons any right, title, interest, or
claim in or to any specified assets, fund, reserve, account, or property of any
kind whatsoever owned by the Company or in which it may have any right, title
or interest now or in the future; but a Participant shall have the right to
enforce his claim against the Company in the same manner as any unsecured
creditor.


 


9.2           “Benefits Payable from
General Assets of Company”  All amounts paid under the Plan shall be paid
in cash from the general assets of the Company (including, where applicable,
any such assets held pursuant to a Trust Agreement).  Benefits shall be reflected on the accounting
records of the Company but shall not be construed to create, or require the
creation of, a trust, custodial or escrow accounting.  Nothing contained in this Plan or any Trust
Agreement, and no action taken pursuant to the provisions of this Plan or any
Trust Agreement, shall create or be construed to create a trust or fiduciary
relationship of any kind between the Company and a Participant, Beneficiary or
any other person.  Neither the
Participant, Beneficiary, nor any other person shall acquire any interest
greater than that of an unsecured creditor.


 


9.3           “Other Benefit Programs”
 Any benefits payable under the Plan
shall be independent of and in addition to any other benefits or compensation
of any sort payable to or on behalf of the Participant under or pursuant to any
other employee benefit program sponsored by the Company for its employees generally.


 


ARTICLE X


 


Administration
of the Plan


 


10.1         “In General”
 The Plan Committee shall be responsible
for the general administration of the Plan. 
The members of the Plan Committee shall be appointed by and may be
removed by the Board (or any committee designated by the Board with such
authority), in each case by written notice delivered to the Plan Committee
member.  The Plan Committee may select a
chairman and may select a secretary (who may, but need not, be a member of the
Plan Committee) to keep its records or to assist it in the discharge of its
duties.  A majority of the members of the
Plan Committee shall constitute a quorum for the transaction of business at any
meeting.  Any determination or action of
the Plan Committee may be made or taken by a majority of the members present at
any meeting thereof, or without a meeting by resolution or written memorandum
concurred in by a majority of members. 
Meetings may be held electronically.


 


10.2         “No Special Compensation
for Committee”  No member
of the Plan Committee shall receive any compensation from the Plan for his
service.


 


19

















 


10.3         “Powers of the Committee”
 The Plan Committee shall administer the
Plan in accordance with its terms and shall have all powers necessary or
appropriate to carry out the provisions of the Plan.  It shall be the sole interpreter of the Plan
provisions and shall determine all questions arising in the administration,
interpretation and application of the Plan. 
The Plan Committee shall determine a person’s eligibility for
participation in the CDP and SERP portions of the Plan, a Participant’s right
to benefits from the Plan, the amount of any benefit due and the manner in
which any benefit is to be paid by the Plan. 
It will construe the Plan, supply any omissions, reconcile any
differences and determine all factual issues that relate to the Plan.  Any such determination by the Plan Committee
shall be conclusive and binding on all persons. 
It may adopt any procedure or administrative regulation as it deems
necessary or desirable for the conduct of its affairs and appropriate
administration of the Plan.  The Plan
Committee may appoint and retain service providers, including accountants, counsel,
actuaries, specialists and other persons as it deems necessary or desirable in
connection with the administration of this Plan, and shall be the agent for the
service of process.


 


10.4         “Expenses of Committee
Reimbursed”  The Plan
Committee shall be reimbursed by the Company for all reasonable expenses
incurred by it in the fulfillment of its duties.  Such expenses shall include any expenses
incident to its functioning, including, but not limited to, fees of
accountants, counsel, actuaries, and other specialists, and other costs of
administering the Plan.


 


10.5         “Appointment of Agents”
 The Plan Committee is responsible for
the daily administration of the Plan.  It
may appoint other persons or entities to perform any of its fiduciary or other
functions as required by the terms of the Plan. 
The Plan Committee and any such appointee may employ advisors and other
persons necessary or desirable to help it carry out its duties, including their
respective fiduciary duties; provided, however, that any trustee appointed in
connection with the Plan shall be appointed by and may be removed by the Board
(or any committee designated by the Board with such authority) rather than the
Plan Committee.  The Plan Committee shall
from time to time review the work and performance of each such appointee, and
shall have the right to remove any such appointee from his position at any
time, with or without notice.  Any
person, group of persons or entity may serve in more than one fiduciary
capacity.


 


10.6         “Plan Accounting”
 The Plan Committee shall maintain
accurate and detailed records of Participants and Accounts established under
the Plan and of all receipts, disbursements, transfers and other transactions
concerning the Plan.  Such Accounts,
books and records relating thereto shall be open at all reasonable times to
inspection and audit by the Board and by persons designated thereby.


 


10.7         “Plan to Comply with Law”
 The Plan Committee shall take all steps
necessary to ensure that the Plan complies with applicable laws at all
times.  These steps shall include such items
as the preparation and filing of all documents and forms required by any
governmental agency; maintaining of adequate Participants’ records; withholding
of applicable taxes and filing of all required tax forms and returns; recording
and transmission of all notices required to be given to Participants and their
Beneficiaries; the receipt and dissemination, if required, of all reports and
information received from the Company; and doing such other acts necessary for
the administration of the Plan.  The Plan
Committee shall keep a record of all of its proceedings and 


 


20

















 


acts and shall keep all such books of account, records and other data
as may be necessary for the proper administration of the Plan.  The Plan Committee shall notify the Company
upon its request of any action taken by it, and when required, shall notify any
other interested person or persons.


 


10.8         “Claims and Appeals
Procedures; Consistent Application of Procedures Required”  The following claims procedure applies to claims
filed under the Plan:


 


(a)           A Participant or
Beneficiary (the “claimant”) shall have the right to request any benefit under
the Plan by filing a written claim for any such benefit with the Plan Committee
on a form provided or approved by the Plan Committee for such purpose.  The Plan Committee (or a claims fiduciary
appointed by the Plan Committee) shall give such claim due consideration and
shall either approve or deny it in whole or in part.  The following procedure shall apply:


 


(i)            The Plan Committee
(or a claims fiduciary appointed by the Plan Committee) may schedule and hold a
hearing.


 


(ii)           Within ninety (90)
days following receipt of such claim by the Plan Committee, notice of any
approval or denial thereof, in whole or in part, shall be delivered to the
claimant or his duly authorized representative or such notice of denial shall
be sent by mail (postage prepaid) to the claimant or his duly authorized
representative at the address shown on the claim form or such individual’s last
known address.  The aforesaid ninety (90)
day response period may be extended to one hundred eighty (180) days after
receipt of the claimant’s claim if special circumstances exist and if written
notice of the extension to one hundred eighty (180) days indicating
the special circumstances involved and the date by which a decision is expected
to be made is furnished to the claimant or his duly authorized representative
within ninety (90) days after receipt of the claimant’s claim.


 


(iii)          Any notice of denial shall be written in a manner
calculated to be understood by the claimant and shall:


 


(A)          set forth a specific
reason or reasons for the denial,


 


(B)           make reference to
the specific provisions of the Plan document or other relevant documents, records
or information on which the denial is based,


 


(C)           describe any
additional material or information necessary for the claimant to perfect the
claim and explain why such material or information is necessary, and


 


(D)          explain the Plan’s
claim review procedures, including the time limits applicable to such procedures (which
are generally contained in Section 10.8(b)),
and provide a statement of the claimant’s right to bring a civil action
in state or federal court under Section 502(a) of ERISA following an
adverse determination on review of the claim denial.


 


(b)           A Participant or
Beneficiary whose claim filed pursuant to Section 10.8(a) has
been denied, in whole or in part, may, within sixty (60) days following receipt
of notice of such denial, make written application to the Plan Committee for a
review of such claim, which 


 


21

















 


application shall be filed with the Plan Committee.  For purposes of such review, the following
procedure shall apply:


 


(i)            The Plan Committee
(or a claims fiduciary appointed by the Plan Committee) may schedule and hold a
hearing.


 


(ii)           The claimant or his
duly authorized representative shall be provided the opportunity to submit written
comments, documents, records, and other information relating to the claim for
benefits.


 


(iii)          The claimant or his duly authorized representative shall be provided, upon request in
writing and free of charge, reasonable access to, and copies of, all documents,
records, and other information relevant to such
claim and may submit to the Plan Committee written comments, documents,
records, and other information relating to such
claim.


 


(iv)          The Plan Committee
(or a claims fiduciary appointed by the Plan Committee) shall make a full and
fair review of any denial of a claim for benefits, taking into account all comments, documents, records,
and other information submitted by the claimant or his duly authorized representative relating to the claim,
without regard to whether such information was submitted or considered in the
initial benefit determination.


 


(v)           The decision on
review shall be in writing, shall be delivered or mailed by the Plan Committee
to the claimant or his duly authorized representative in the manner prescribed
in Section 10.8(a) for notices of approval or denial of
claims, shall be written in a manner calculated to be understood by the
claimant and shall in the case of an adverse determination:


 


(A)          include the specific reason or reasons
for the adverse determination,


 


(B)           make reference to the
specific provisions of the Plan on which the adverse determination is based,


 


(C)           include a statement that the claimant is entitled
to receive, upon request in writing and free of charge, reasonable access to,
and copies of, all documents, records, and other information relevant to the
claimant’s claim for benefits, and


 


(D)          Include a statement of the claimant’s right to
bring a civil action in state or federal court under Section 502(a) of
ERISA following the adverse determination on review.


 


The Plan Committee’s decision made in good faith
shall be final.


 


(c)           The period of time within which a benefit
determination initially or on review is required to be made shall begin at the
time the claim or request for review is filed in accordance with the procedures
of the Plan, without regard to whether all the information necessary to make a
benefit determination accompanies the filing. 
In the event that a period of time is extended as permitted pursuant to
this Section due to the failure of a claimant or his duly 


 


22

















 


authorized representative to submit information necessary to
decide a claim or review, the period for making the benefit determination shall
be tolled from the date on which the notification of the extension is sent to
the claimant or his duly authorized
representative until the date on which the claimant or his duly authorized representative
responds to the request for additional information.


 


(d)           For purposes of the
Plan’s claims procedure, a document, record, or other information shall be considered “relevant”
to a claimant’s claim if such document, record, or other information (i) was
relied upon in making the benefit determination, (ii) was submitted,
considered, or generated in the course of making the benefit determination,
without regard to whether such document, record, or other information was
relied upon in making the benefit determination, or (iii) demonstrates
compliance with the administrative processes and safeguards required in making the
benefit determination.


 


(e)           The Plan Committee
may establish and
consistently apply reasonable procedures for determining whether a person has
been authorized to act on behalf of a claimant.  The Plan Committee shall establish and consistently apply other
procedures hereunder.  A claimant’s
compliance with the foregoing provisions of this Section is a mandatory
prerequisite to the claimant’s right to commence any legal action with respect
to any claim for benefits under this Plan.


 


10.9         “Modification of Eligibility
Rules”  Notwithstanding
anything to the contrary in the Plan, the Plan Committee shall be authorized to
modify the eligibility requirements and rescind the eligibility of any
Participant if necessary to ensure that the Plans are maintained primarily for
the purpose of providing additional benefits to a select group of management or
highly compensated employees under ERISA.


 


ARTICLE XI


 


Miscellaneous
Provisions


 


11.1         “No Assignment”
 Neither the Participant, his
Beneficiary, nor his legal representative shall have any rights to commute,
sell, assign, transfer or otherwise convey, or hypothecate or pledge, the right
to receive any payments hereunder, which payments and the rights thereto are
expressly declared to be nonassignable and nontransferable except by will or
the laws of descent and distribution. 
Any attempt to assign or transfer the right to payments of this Plan
shall be void and have no effect.


 


11.2         “All Benefits Before
Payment Subject to Company’s Creditors”  The assets from which Participants’ benefits
shall be paid shall at all times be subject to the claims of the creditors of
the Company before payment to a Participant and a Participant shall have no
right, claim or interest in any assets as to which such Participant’s account
is deemed to be invested or credited under the Plan.


 


11.3         “Plan
Amendment or Termination”  Subject to the restrictions imposed by and consistent with applicable provisions of Code Section 409A,
the Plan may be amended, modified, or terminated by the Board (or any committee designated by the
Board with such authority) or the Plan Committee in its sole discretion
at any time and from time to time; provided, however, 


 


23

















 


that no such amendment, modification, or termination
shall reduce the value of benefits credited under the Plan prior to such
amendment, modification or termination, provided such benefits remain
non-forfeitable as determined by the terms of the Plan immediately prior to
such amendment, modification or termination and such benefits are subject to
the claims of the Company’s creditors as described in Article IX hereof.  Termination
of the Plan shall mean termination of active participation by Participants, but
shall not automatically mean immediate or accelerated payment of all vested
Account balances; provided, however, that, subject to the restrictions
imposed by and consistent with applicable
provisions of Code Section 409A, the
Board (or any
committee designated by the Board with such authority) or the Plan Committee
may provide for the acceleration of payment
of the vested Accrued Benefits of all affected Participants on such basis as it
may direct in connection with the termination of the Plan.


 


11.4         “Benefits Under This Plan
Are Additional to Other Benefits or Pay”  It is expressly understood and agreed that the
payments made in accordance with the Plan are in addition to any other benefits
or compensation to which a Participant may be entitled or for which he may be
eligible, whether funded or unfunded, by reason of his employment by the
Company.


 


11.5         “Tax Withholding”


 


(a)           Annual Deferral Amounts. 
For each Plan Year in which Base pay or bonus pay is being withheld from
a Participant, the Employer shall withhold from that portion of the Participant’s
Base Salary and bonus that is not being deferred, in a manner determined by the
Plan Committee or Employer, the Participant’s share of FICA and other
employment taxes on such deferred Base Salary and bonus.  If necessary, the Plan Committee may reduce
the deferred Base Salary and bonus in order to comply with this Section.


 


(b)           Distributions. 
The Employer, or the trustee under any Trust Agreement for the Plan,
shall deduct from each payment made pursuant to the Plan the amount of any tax
(whether federal, state or local income taxes, Social Security taxes or
Medicare taxes) required by any governmental authority to be withheld in
connection with such payment and paid over by the Company to such governmental
authority for the account of the person entitled to such payment, in amounts
and in a manner to be determined in the sole discretion of the Plan Committee
or the Employer.


 


11.6         “Distributions Not
Compensation for Purposes of Any Other Plan”  Distributions from this Plan shall not be
considered wages, salaries or compensation under any other employee benefit
plan sponsored or maintained by the Company or a Subsidiary.


 


11.7         “No Promise of Employment”
 No provision of this Plan shall be
construed to affect in any manner the existing rights of the Company to
suspend, terminate, alter, modify, whether or not for cause, the employment
relationship between the Participant and the Company.


 


11.8         “Applicable Law”
 To the extent state law is not preempted
by ERISA, this Plan, and all its rights under it, shall be governed and
construed in accordance with the laws of the State of Tennessee.


 


24

















 


11.9         “Binding Affects on Assigns
and Successors”  This Plan
shall be binding upon the Company, its assigns, and any successor which shall
succeed to substantially all of its assets and business through sale of assets,
merger, consolidation or acquisition.


 


11.10       “Titles Do Not Prevail”  The titles to the Sections of this Plan are
included only for ease of use and are not terms of the Plan and shall not
prevail over the actual provisions of the Plan.


 


11.11       “Electronic Administration”  Notwithstanding anything to the contrary in
the Plan, the Plan Committee may announce from time to time that Participant
enrollments, Participant elections, and any other aspect of plan administration
may be made by telephonic or other electronic means rather than in paper form.


 


11.12       “Construction”  The Plan is created for the benefit of
Employees of the Company and its Subsidiaries and their Beneficiaries, and the
Plan and any Trust Agreement shall be interpreted and administered in a manner
consistent with their being an unfunded deferred compensation plan maintained
for a select group of management or highly compensated employees (sometimes referred
to as a “top-hat” plan) described in ERISA Sections 201(2), 301(a)(3) and
401(a)(1) and a nonqualified deferred compensation plan which complies
with the requirements of Code Section 409A.


 


25

















 


IN WITNESS
WHEREOF, this amendment and restatement of the Plan has been executed on the 12th
day of October, 2007, but effective as of December 31, 2007.


 


	
   

  	
  DOLLAR GENERAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey R.
  Rice

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Barbara
  Warren

  	
   

  	
   

  
					



 


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