Amended and Restated Employment Agreement, dated July 6, 2007, by and between
      Dollar General Corporation and David Beré.


     

    EXHIBIT
      10.1


    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (“Agreement”), effective as of the Effective Date is made
      and entered into by and between DOLLAR
      GENERAL CORPORATION(the
      “Company”), and David L. Beré (“Employee”).

     

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      Company desires to employ Employee upon the terms and subject to the conditions
      hereinafter set forth, and Employee desires to accept such
      employment;

     

    NOW,
      THEREFORE, for and in consideration of the premises, the mutual promises,
      covenants and agreements contained herein, and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties agree as follows:

     

    Employment
      Terms

     

    1.  Effective
      Date.    This
      Agreement is effective as of the closing of the transactions contemplated in
      that certain Agreement and Plan of Merger by and among Buck Holdings, L.P.,
      Buck
      Acquisition Corp., and Dollar General Corporation dated March 11, 2007 (the
      “Effective Date”).

     

    2.  Employment.    Subject
      to the terms and conditions of this Agreement, the Company agrees to employ
      Employee as Interim Chief Executive Officer of Dollar General Corporation during
      the Initial Term and any Initial Term Extension and as President and Chief
      Operating Officer during the Transition Period and any Subsequent Employment
      Term.

     

    3.  Term.    The
      term
      of this Agreement shall begin on the Effective Date and shall continue until
      December 31, 2007 (“Initial Term”). The
      Initial Term may be extended by mutual written agreement of the parties hereto
      entered into before the expiration of the Initial Term (“Initial Term
      Extension”). In the event a new chief executive officer is hired by the Company
      during the Initial Term or an Initial Term Extension, as applicable, the Initial
      Term or the Initial Term Extension may be extended at the Company’s option for a
      period of three months following the date such new chief executive officer’s
      employment with the Company commences or, at the request of the Company, such
      longer period as Employee agrees in writing (“Transition Period”). The Company
      shall notify Employee in writing of its intent to initiate the Transition
      Period and the length of the Transition Period (which may be extended as the
      same may be mutually agreed by the parties hereto in writing) no later than
      five
      (5) business days before the date as of which the new chief executive officer’s
      employment with the Company commences. If there occurs a Transition Period,
      upon
      expiration thereof, any period of time during which Employee remains employed
      with the Company shall be deemed the “Subsequent 

     

    
      
        
        

      

      
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Employment
        Term” (the Initial Term together with any Initial Term Extension, the Transition
        Period and any Subsequent Employment Term, the “Term”). The Agreement shall
        continue through the Term, unless terminated earlier pursuant to Sections
        7, 8,
        9, 10 or 11 hereof.

    

     

    4.  Position,
      Duties and Administrative Support.

     

    a.  Position.
      During
      the Initial Term and any Initial Term Extension, Employee shall serve as Interim
      Chief Executive Officer and while so employed will also serve as a member of
      the
      Board of Directors of the Company during the Initial Term and any Initial Term
      Extension. Employee shall report to the Board of Directors and perform such
      duties and responsibilities as may be prescribed from time−to−time by the Board
      of Directors, which shall be consistent with the responsibilities of similarly
      situated executives of comparable companies in similar lines of business. During
      the Transition Period and any Subsequent Employment Term, Employee shall serve
      as President and Chief Operating Officer of the Company, and shall report to
      the
      Chief Executive Officer of the Company, and perform such duties and
      responsibilities as are consistent with the responsibilities of similarly
      situated executives of comparable companies in similar lines of
      business.

     

    b.  Full-Time
      Efforts.
      Employee shall perform and discharge faithfully and diligently such duties
      and
      responsibilities and shall devote Employee’s full-time efforts to the business
      and affairs of Company. Employee agrees to promote the best interests of the
      Company and to take no action that is likely to damage the public image or
      reputation of the Company, its subsidiaries or its affiliates.

     

    c.  Administrative
      Support.
      Employee shall be provided with office space and administrative
      support.

     

    d.  No
      Interference With Duties.
      Employee shall not devote time to other activities which would inhibit or
      otherwise interfere with the proper performance of Employee’s duties and shall
      not be directly or indirectly concerned or interested in any other business
      occupation, activity or interest other than by reason of holding a
      non-controlling interest as a shareholder, securities holder or debenture holder
      in a corporation quoted on a nationally recognized exchange (subject to any
      limitations in the Company’s Code of Business Conduct and Ethics). Employee may
      not serve as a member of a board of directors of a for-profit company, other
      than the Company or any of its subsidiaries or affiliates or Alta Resources,
      without the express approval of the Board of Directors; provided, however,
      that
      it shall not be a violation of this Agreement for 

     

    
      
        
        

      

      
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Employee
        to manage personal business interests and investments, so long as such
        activities do not interfere with the performance of Employee’s responsibilities
        under this Agreement. 

    

     

    e.  Work
      Standard.
      Employee agrees to comply with all terms and conditions set forth in this
      Agreement, as well as all applicable Company work policies, procedures and
      rules. Employee also agrees to comply with all federal, state and local
      statutes, regulations and public ordinances governing Employee’s performance
      hereunder.

     

    5.  Change
      in Position to CEO.

     

    a.  In
      the
      event that Employee is selected to be the new Chief Executive Officer of the
      Company, such selection shall not be treated as a termination of this Agreement
      without Good Reason and Employee will continue to be entitled to earn the FY
      2007 Bonus if the selection occurs in FY 2007 and the FY 2008 Bonus if the
      selection occurs in FY 2008; provided, however, that the FY 2008 Bonus shall
      be
      prorated if Employee terminates employment without Good Reason before the end
      of
      FY 2008. In addition, the Company and Employee will negotiate in good faith
      to
      enter into new employment arrangements in respect of Employee’s new position,
      which will in any event include severance protections that are no less favorable
      than the severance protections described in this Agreement.

     

    6.  Compensation.

     

    a.  Base
      Salary.
      Subject
      to the terms and conditions set forth in this Agreement, so long as Employee
      is
      employed hereunder, the Company shall pay Employee, and Employee shall accept,
      an annual base salary (“Base Salary”) of no less than Seven Hundred Twenty-One
      Thousand Dollars ($721,000), which is the base salary being paid to Employee
      immediately before the consummation of the transactions contemplated in that
      certain Agreement and Plan of Merger by and among Buck Holdings, L.P., Buck
      Acquisition Corp., and Dollar General Corporation dated March 11, 2007
      (“Transaction”). The Base Salary shall be paid in accordance with Company’s
      normal payroll practices and shall be increased from time to time in the
      ordinary course of business at the sole discretion of the Company.

     

    b.  Incentive
      Bonus.
      

     

    (i)  FY
      2007 Bonus.
      So long
      as Employee remains employed through the relevant date required under the Bonus
      Plan to receive payment of a bonus thereunder, Employee will be eligible to
      earn
      an annual cash bonus in respect of the Company’s fiscal year 2007 (“FY 2007”)
      pursuant to the Company bonus plan in which Employee 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        
participated
        along with other officers of the Company immediately before the Effective
        Date,
        as the same may be amended from time to time, (the “Bonus Plan”), with an annual
        target bonus amount of 140% of his Base Salary (the “Target Bonus”) and an
        annual maximum bonus amount of 280% of his Base Salary (the “Maximum Bonus”),
        payable in each case in accordance with the terms of the Bonus Plan and based
        on
        the achievement of performance criteria as described on Appendix
        A
        attached
        hereto. For clarification, upon satisfaction of the performance criteria
        required for Employee to be paid the target bonus under the Bonus Plan for
        FY
        2007, Employee will be paid the Target Bonus and upon satisfaction of the
        performance criteria required for Employee to be paid the maximum bonus under
        the Bonus Plan for FY 2007, Employee will be paid the Maximum Bonus. The
        threshold bonus Employee could earn under the Bonus Plan for FY 2007 will
        remain
        unchanged from the Bonus Plan as in effect immediately before the Effective
        Date
        at 35% of Base Salary (the “Threshold Bonus”) (the Threshold Bonus, the Target
        Bonus or the Maximum Bonus that is payable under the Bonus Plan in respect
        of FY
        2007, the “FY 2007 Bonus”). 

    

     

    (ii)  FY
      2008 Bonus.
      If the
      Term extends beyond the Initial Term but not beyond the end of fiscal
      year 2008 (“FY 2008”),
      whether
      or not
      Employee
      remains employed through the relevant date required under the Bonus Plan to
      receive payment of a bonus thereunder, Employee will be eligible to earn a
      cash
      bonus in respect of FY 2008 under the Bonus Plan as in effect for FY 2008 (“FY
      2008 Bonus”) equal to (x), (y) or (z), as described below, depending on whether
      the applicable performance criteria is satisfied, pro rated for the number
      of
      months that the Term extends into FY 2008 relative to 12 months, where (x)
      equals the Threshold Bonus, (y) equals the Target Bonus and (z) equals the
      Maximum Bonus.

     

    (iii)  Post
      FY 2008.
      If the
      Term extends beyond FY 2008, Employee shall be eligible for incentive
      compensation for the remainder of the Term of this Agreement as determined
      under
      the Bonus Plan for officers of the Company, based on criteria established by
      the
      Board of Directors, in accordance with the terms and conditions of the bonus
      program for officers of the Company.

     

    c.  Stock
      Based Compensation.
      During
      the Term, Employee shall be eligible for award grants from time to time
      consistent with the award grants made to similarly-situated officers of the
      Company during such time as governed by the terms of the Company’s equity


     

    
      
        
        

      

      
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incentive
        plan, as may be amended, or any successor plan thereof (the “Stock Plan”), as
        determined in the sole discretion of the Company.

    

     

    d.  Vacation.
      During
      the Term, Employee shall be entitled to four weeks paid vacation. Vacation
      time
      is granted on the anniversary of Employee’s employment with the Company, which,
      for avoidance of doubt, is December 4, (“Start Date”) each year. Any
      available but unused vacation as of the annual anniversary of the Start
      Date
      or at
      Employee’s termination date shall be forfeited.

     

    e.  Business
      Expenses.
      During
      the Term, Employee shall be reimbursed for all reasonable business expenses
      incurred in carrying out the work hereunder. Employee shall adhere to the
      Company’s expense reimbursement policies and procedures.

     

    f.  Perquisites.
      During
      the Term, Employee shall be entitled to receive such other executive
      perquisites, fringe and other benefits as are provided to similarly-situated
      officers and their families under any of the Company’s plans and/or programs in
      effect from time to time.

     

    7.  Benefits.    During
      the Term, Employee (and, where applicable, Employee’s eligible dependents) shall
      be eligible to participate in those various Company welfare benefit plans,
      practices and policies in place during the Term, if any, (including, without
      limitation, medical, prescription, dental, vision, disability, employee life,
      accidental death and travel accident insurance plans and programs, if any)
      to
      the extent and in accordance with the terms of those plans. In addition,
      Employee shall be eligible to participate, pursuant to their terms, in any
      other
      benefit plans offered by the Company to similarly-situated officers or other
      employees during the Term (excluding plans applicable solely to certain officers
      of the Company in accordance with the express terms of such plans), including,
      without limitation, the 401(k) Retirement and Savings Plan and CDP/SERP Plan.
      Collectively the plans and arrangements described in this Section 6 and as
      they
      may be amended or modified in accordance with their terms are hereinafter
      referred to as the “Benefits Plans.” Notwithstanding the above, Employee
      understands and acknowledges that Employee is not eligible for benefits under
      the Dollar General Corporation Severance Plan and that the only severance
      benefits Employee is entitled to are set forth in this Agreement. During the
      Initial Term, any Initial Term Extension and the Transition Period, the Company
      will continue to lease and pay all rent and other charges being paid by the
      Company as of the Effective Date on the apartment at 4040 Woodlawn Drive Unit
      23, Nashville, Tennessee 37205 or a substantially similar apartment in a
      substantially similar location.

     

    8.  Termination
      for Cause.    This
      Agreement may be terminated at any time by either party, with or without cause.
      If this Agreement is terminated by Company for “Cause” (Termination for Cause)


     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        
as
        that
        term is defined below, it will be without any liability owing to Employee
        or
        Employee’s dependents and beneficiaries under this Agreement, except for those
        benefits owed under any other plan or agreement covering Employee which shall
        be
        governed by the terms of such plan or agreement. Any one of the following
        conditions or Employee conduct shall constitute “Cause”:

    

     

    a.  Any
      act
      involving fraud or dishonesty;

     

    b.  Any
      material breach of any securities or other law or regulation or any Company
      policy governing trading or dealing with stocks, securities, investments and
      the
      like or with inappropriate disclosure or “tipping” relating to any stock,
      security or investment;

     

    c.  Other
      than as required by law, the carrying out of any activity or the making of
      any
      public statement which prejudices or reduces the good name and standing of
      Company or any of its affiliates or would bring any one of these into public
      contempt or ridicule;

     

    d.  Attendance
      at work in a state of intoxication or being found with any drug or substance
      possession of which would amount to a criminal offense;

     

    e.  Assault
      or other act of violence; or

     

    f.  Conviction
      of or plea of guilty or nolo
      contendre
      to any
      felony whatsoever or any misdemeanor that would preclude employment under the
      Company’s hiring policy.

     

    A
      termination for Cause shall be effective when the Company has given Employee
      written notice of its intention to terminate for Cause, describing those acts
      or
      omissions that are believed to constitute Cause, and has given Employee an
      opportunity to respond.

     

    9.  Termination
      upon Death.    Notwithstanding
      anything herein to the contrary, this Agreement shall terminate immediately
      upon
      Employee’s death. Employee’s estate shall be entitled to the Base Salary, if
      any, accrued but unpaid as of his date of death, FY 2007 Bonus and FY 2008
      Bonus
      (to the extent not yet paid) and any other bonus, accrued in respect of any
      previously completed fiscal year of the Company, but unpaid as of his date
      of
      death, but the Company shall have no further liability to Employee or Employee’s
      dependents and beneficiaries under this Agreement, except for those benefits
      owed under any other plan or agreement covering Employee which shall be governed
      by the terms of such plan or agreement.

     

    10.  Disability.    If
      a
      Disability (as defined below) of Employee occurs during the Term, unless
      otherwise prohibited by law, the Company may notify Employee of the Company’s
      intention to terminate Employee’s employment. In that event, employment shall
      terminate effective on the 

     

    
      
        
        

      

      
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termination
        date provided in such notice of termination (the “Disability Effective Date”),
        and this Agreement shall terminate. Employee shall be entitled to the Base
        Salary, if any, accrued but unpaid as of the date his employment is terminated,
        FY 2007 Bonus and FY 2008 Bonus (to the extent not yet paid) and any other
        bonus, accrued in respect of any previously completed fiscal year of the
        Company, but unpaid as of the date his employment is terminated, but the
        Company
        shall have no further liability to Employee, Employee’s dependents and
        beneficiaries under this Agreement, except for those benefits owed under
        any
        other plan or agreement covering Employee which shall be governed by the
        terms
        of such plan or agreement. In this Agreement, “Disability”
means:

    

     

    a.  A
      long-term disability, as defined in the Company’s applicable long-term
      disability plan as then in effect, if any; or

     

    b.  Employee’s
      inability to perform the duties under this Agreement in accordance with the
      Company’s expectations because of a medically determinable physical or mental
      impairment that (i) can reasonably be expected to result in death or (ii) has
      lasted or can reasonably be expected to last longer than ninety (90) consecutive
      days. Under this provision 9(b), unless otherwise required by law, the existence
      of a Disability shall be determined by the Company, only upon receipt of a
      written medical opinion from a qualified physician selected by or acceptable
      to
      the Company. In this circumstance, to the extent permitted by law, Employee
      shall, if reasonably requested by the Company, submit to a physical examination
      by that qualified physician. Nothing in this subsection (b) is intended to
      nor
      shall it be deemed to broaden or modify the definition of “disability” in the
      Company’s long-term disability plan. 

     

    11.  Employee’s
      Termination of Employment.

     

    a.  Notwithstanding
      anything herein to the contrary, Employee may terminate employment and this
      Agreement at any time, for no reason, with thirty (30) days written notice
      to
      Company. Upon such termination, Employee shall be entitled to any accrued but
      unpaid Base Salary through the date of termination and such other vested
      benefits under any other plan or agreement covering Employee which shall be
      governed by the terms of such plan or agreement. Employee shall not be entitled
      to those payments and benefits listed in Section 12 below, unless Employee
      terminates employment for Good Reason, as defined below.

     

    b.  Good
      Reason
      shall
      mean any of the following actions taken by the Company:

     

    (i)  A
      reduction by the Company in Employee’s Base Salary or target bonus level under
      the Bonus Plan; provided,
      however,
      that
      any such reduction in the target 

     

    
      
        
        

      

      
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bonus
        level under the Bonus Plan for any given period that occurs following the
        end of
        the Transition Period to 70% of Base Salary or higher will not constitute
        Good
        Reason hereunder;

    

     

    (ii)  The
      Company shall fail to continue in effect any significant Company-sponsored
      compensation plan or benefit (without replacing it with a similar plan or with
      a
      compensation equivalent), unless such action is in connection with
      across-the-board plan changes or terminations similarly affecting at least
      ninety-five percent (95%) of all executive employees of the
      Company;

     

    (iii)  The
      Company’s principal executive offices shall be moved to a location outside the
      middle-Tennessee area, or Employee is required to be based anywhere other than
      the Company’s principal executive offices;

     

    (iv)  Without
      Employee’s written consent, the assignment to Employee by the Company of duties
      inconsistent with, or the significant reduction of the title, powers and
      functions associated with, Employee’s position, titles or offices as described
      in Section 3 above, unless such action is the result of a restructuring or
      realignment of duties and responsibilities by the Company, for business reasons,
      that leaves Employee at the same compensation and officer level (i.e., Vice
      President, Senior Vice President, or Executive Vice President, etc.) and with
      a
      similar level of responsibility, or unless such action is the result of
      Employee’s failure to meet pre-established and objective performance criteria;
provided,
      however,
      that
      such reduction in Employee’s title, duties or responsibilities will not
      constitute Good Reason hereunder if such change is the result of a change in
      the
      position of such Executive from Interim Chief Executive Officer of the Company
      to President and Chief Operating Officer of the Company;

     

    (v)  Any
      material breach by the Company of this Agreement; or

     

    (vi)  The
      failure of any successor (whether direct or indirect, by purchase, merger,
      consolidation or otherwise) to all or substantially all of the business and/or
      assets of the Company to assume expressly and agree to perform this Agreement
      in
      the same manner and to the same extent that the Company would be required to
      perform it if no such succession had taken place.

     

    
      
        
        

      

      
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    Good
      Reason shall not include Employee’s death, Disability or Termination for Cause
      or any isolated, insubstantial and inadvertent failure by the Company that
      is
      not in bad faith and is cured within ten (10) business days after the Employee
      gives the Company notice of such event. 

     

    12.  Termination
      without Cause or by Employee for Good Reason. 

     

    a.  The
      continuation of Base Salary and other payments and benefits described in section
      11(b) below shall be triggered only
      upon one
      or more of the following circumstances:

     

    (i)  The
      Company terminates Employee (as it may do at any time) without Cause; it being
      understood that termination by death or Disability does not constitute
      termination without Cause;

     

    (ii)  Employee
      terminates for Good Reason;

     

    (iii)  The
      Company fails to offer to renew, extend or replace this Employment Agreement
      (other than the provisions in section 6.b.(i) or (ii) of this Agreement with
      respect to bonus arrangements for fiscal years after FY 2008) before, at, or
      within sixty (60) days after, the end of the Transition Period and Employee
      resigns from employment with the Company within sixty (60) days after such
      failure, unless
      such
      failure is accompanied by a mutually agreeable severance arrangement between
      the
      Company and Employee.

     

    b.  In
      the
      event of one of the triggers referenced in subsections 12(a)(i) through (iii)
      above, then, upon the execution and effective date of the Release (which shall
      be deemed to occur on the eighth day following such execution without
      revocation) attached hereto and made a part hereof, and in lieu of and not
      in
      addition to the payments referenced in Section 13 below, Employee shall be
      entitled to the following:

     

    (i)  If
      such
      triggering event occurs prior to the payment of the FY 2007 bonus, a lump sum
      payment equal to the FY 2007 Bonus, determined as if Employee had remained
      employed through the date necessary to receive payment of the FY 2007 Bonus;
      and
      if the Term extends into FY 2008 and such triggering event occurs prior to
      the
      payment of the FY 2008 Bonus, a lump sum payment equal to the FY 2008 Bonus
      that
      would have been paid to Employee if Employee had remained employed through
      the
      date necessary to receive payment of the FY 2008 Bonus, but prorated based
      on
      the number of months during FY 2008 (relative to 12 months) during which
      Employee was employed by the Company;

     

    
      
        
        

      

      
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    (ii)  A
      lump
      sum payment equal to two times Employee’s Base Salary in effect immediately
      prior to the Effective Date, plus
      two
      times the amount of Employee’s annual target bonus amount Employee was eligible
      to earn under the Bonus Plan as in effect immediately prior to the Effective
      Date;

     

    (iii)  A
      lump
      sum payment in an amount equal to two times the annual contribution made by
      the
      Company for Employee’s participation in the Company’s medical, dental and vision
      benefits program. 

     

    (iv)  Outplacement
      services, provided by the Company, for one year or until other employment is
      secured, whichever comes first.

     

    Unless
      otherwise permitted by Section 409A of the Internal Revenue Code of 1986, as
      amended (the “Internal Revenue Code”), with regard to any payment or benefit
      under this Section 12 which is nonqualified deferred compensation covered by
      Section 409A of the Internal Revenue Code, no such payment or benefit shall
      be
      provided to Employee pursuant to this Section if the Release attached hereto
      is
      not provided to the Company, without revocation thereof, no later than
      forty-five (45) days after Employee’s termination date; and no payment or
      benefit hereunder shall be provided to Employee prior to the Company’s receipt
      of the Release and the expiration of the period of revocation provided in the
      Release.

     

    c.  In
      the
      event that there is a material breach by Employee of any continuing obligations
      under this Agreement or the Release after termination of employment, any unpaid
      amounts under this Section 12 shall be forfeited. Any payments or reimbursements
      under this Section 12 shall not be deemed the continuation of Employee’s
      employment for any purpose. Except as specifically enumerated in the Release,
      the Company’s payment obligations under this Section 12 will not negate or
      reduce (i) any amounts otherwise due but not yet paid to Employee by the
      Company, or (ii) any other amounts payable to Employee outside this Agreement,
      or (iii) those benefits owed under any other plan or agreement covering Employee
      which shall be governed by the terms of such plan or agreement. 

     

    d.  Anything
      in this Agreement to the contrary notwithstanding and except as set forth below,
      in the event it shall be determined as provided below that any payment or
      distribution by the Company to or for the benefit of Employee (whether paid
      or
      payable or distributed or distributable pursuant to the terms of this Agreement
      or otherwise (a “Payment”) would be subject to the excise tax imposed by Section
      4999 of the Internal Revenue Code or any interest or penalties are incurred
      by
      Employee with respect to such excise tax (collectively 

     

    
      
        
        

      

      
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referred
        to as the “Excise Tax”), then Employee shall be entitled to receive an
        additional payment (a “Gross-Up Payment”) in an amount such that after Employee
        pays all taxes (including any interest or penalties imposed with respect
        to such
        taxes), including, without limitation, any Excise, income or other tax (and
        any
        interest and penalties imposed with respect thereto), Employee retains an
        amount
        of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
        

    

     

    (i)  All
      determinations required to be made under this Section 12.c., including whether
      and when a Gross-Up Payment is required and the amount of such Gross-Up Payment
      and the assumptions to be used in arriving at such determination, shall be
      made
      by the tax department of an independent public accounting firm (the “Accounting
      Firm”) which shall be engaged by the Company prior to the time of the first
      Payment to Employee. The Accounting Firm selected shall not be serving as
      accountant or auditor for the individual, entity or group effecting the Change
      in Control. The Accounting Firm shall prepare and provide detailed supporting
      calculations both to the Company and Employee within fifteen (15) business
      days
      of the later of (i) the Accounting Firm’s engagement to make the required
      calculations or (ii) the date the Accounting Firm obtains all information
      needed to make the required calculation. Any determination by the Accounting
      Firm shall be binding upon the Company and Employee. All fees and expenses
      of
      the Accounting Firm shall be borne solely by the Company.

     

    (ii)  Any
      Gross-Up Payment, as determined pursuant to this Section 12.c., shall be paid
      by
      the Company to Employee within five (5) days of the receipt of the Accounting
      Firm’s determination if the Payment is then required to satisfy an assessment or
      other current demand for payment made of Employee by federal or state taxing
      authorities. Gross-Up Payments due at a later date shall be paid to Employee
      no
      later than fourteen (14) days prior to the date that Employee’s federal or state
      payment is due. If required by law, the Company shall treat all or any portion
      of the Gross-Up Payment as being subject to income tax withholding for federal
      or state tax purposes. Notwithstanding the foregoing, all Gross-Up Payments
      shall in any event be made no later than the calendar year following the
      calendar year in which Employee remits the Excise Tax. Amounts determined by
      the
      Company to be subject to federal or state tax withholding will not be paid
      directly to Employee but shall be timely paid to the respective taxing
      authority. 

     

    
      
        
        

      

      
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    (iii)  As
      a
      result of the uncertainty in the application of Section 4999 of the Internal
      Revenue Code at the time of the initial determination by the Accounting Firm
      hereunder, it is possible that Gross-Up Payments which will not have been made
      by the Company should have been made (“Underpayment”), consistent with the
      calculations required to be made hereunder. In the event that Employee hereafter
      is required to make a payment of any Excise Tax, the Accounting Firm shall
      determine the amount of the Underpayment that has occurred and any such
      Underpayment shall be promptly paid by the Company (or any successor or assign)
      to or for the benefit of Employee and in no event later than the end of the
      calendar year next following the taxable year in which Employee remits the
      Excise Tax. Conversely, if it is later determined that the actual required
      Gross-Up Payment was less than the amount paid to Employee, Employee shall
      refund the excess portion to the Company but only to the extent that Employee
      has not yet paid the excess amount to the taxing authorities or is able to
      obtain a refund from the respective taxing authorities of amounts previously
      paid. The Company may pursue at its own expense the refund on behalf of
      Employee, and, if requested by the Company, Employee shall reasonably cooperate
      in such refund effort.

     

    13.  Publicity;
      No Disparaging Statement.    Except
      as
      otherwise provided in Section 14 hereof, Employee and the Company covenant
      and
      agree that they shall not engage in any communi-cations to persons outside
      the
      Company which shall disparage one another or interfere with their existing
      or
      prospective business relationships.

     

    14.  Confidentiality
      and Legal Process.    Employee
      agrees to keep the proprietary terms, of this Agreement confidential and to
      refrain from disclosing any information concerning this Agreement to any one
      other than Employee’s immediate family and personal agents or advisors.
      Notwithstanding the foregoing, nothing in this Agreement is intended to prohibit
      Employee or the Company from performing any duty or obligation that shall arise
      as a matter of law. Specifically, Employee and the Company shall continue to
      be
      under a duty to truthfully respond to any legal and valid subpoena or other
      legal process. This Agreement is not intended in any way to proscribe Employee’s
      or the Company’s right and ability to provide information to any federal, state
      or local agency in response or adherence to the lawful exercise of such agency’s
      authority.

     

    15.  Business
      Protection Provision Definitions.

     

    a.  Preamble.
      As a
      material inducement to the Company to enter into this Agreement, and in
      recognition of the valuable experience, knowledge and proprietary information
      

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        
     Employee
        has gained or will gain while
        employed, Employee agrees to abide by and adhere to the business protection
        provisions in Sections 15, 16, 17 and 18 herein.

    

     

    b.  Definitions.
      For
      purposes of Sections 15, 16, 17, 18, 19 and 20 herein:

     

    (i)  “Competitive
      Position” shall mean any employment, consulting, advisory, directorship, agency,
      promotional or independent contractor arrangement between Employee and (x)
      any
      person or Entity engaged wholly or in material part in the business in which
      the
      Company is engaged (i.e., the deep discount consumable basics retail business),
      including but not limited to such other similar businesses as Wal-Mart, Target,
      K-Mart, Walgreen’s, Rite-Aid, CVS, Family Dollar Stores, Fred’s, the 99 Cents
      Stores, Dollar Tree Stores, Costco,
      BJ’s Wholesale Club, Longs Drug Stores, Casey’s General Stores Inc, and Pantry
      Inc.
      or (y)
      any person or Entity then attempting or planning to enter the deep discount
      consumable basics retail business, whereby Employee is required to perform
      services on behalf of or for the benefit of such person or Entity which are
      substantially similar to the services Employee provided or directed at any
      time
      while employed by the Company or any of its affiliates.

     

    (ii)  “Confidential
      Information” shall mean the proprietary or confidential data, information,
      documents or materials (whether oral, written, electronic or otherwise)
      belonging to or pertaining to the Company, other than “Trade Secrets” (as
      defined below), which is of tangible or intangible value to the Company and
      the
      details of which are not generally known to the competitors of the Company.
      Confidential Information shall also include any items marked “CONFIDENTIAL” or
      some similar designation or which are otherwise identified as being
      confidential.

     

    (iii)  “Entity”
      or “Entities” shall mean any business, individual, partnership, joint venture,
      agency, governmental agency, body or subdivision, association, firm,
      corporation, limited liability company or other entity of any kind.

     

    (iv)  “Restricted
      Period” shall mean two (2) years following Employee’s termination
      date.

     

    (v)  “Territory”
      shall include those states in which the Company maintains stores at Employee’s
      termination date or those states in which the Company has specific and
      demonstrable plans to open stores within six months of Employee’s termination
      date.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (vi)  “Trade
      Secrets” shall mean information or data of or about the Company, including, but
      not limited to, technical or non-technical data, formulas, patterns,
      compilations, programs, devices, methods, techniques, drawings, processes,
      financial data, financial plans, product plans or lists of actual or potential
      customers or suppliers that: (A) derives economic value, actual or potential,
      from not being generally known to, and not being readily ascertainable by proper
      means by, other persons who can obtain economic value from its disclosure or
      use; (B) is the subject of efforts that are reasonable under the circumstances
      to maintain its secrecy; and (C) any other information which is defined as
      a
“trade secret” under applicable law.

     

    (vii)  “Work
      Product” shall mean all tangible work product, property, data, documentation,
“know-how,” concepts or plans, inventions, improvements, techniques and
      processes relating to the Company that were conceived, discovered, created,
      written, revised or developed by Employee while employed by the
      Company.

     

    16.  Nondisclosure:
      Ownership of Proprietary Property.

     

    a.  In
      recognition of the Company’s need to protect its legitimate business interests,
      Employee hereby covenants and agrees that, for the Term and thereafter (as
      described below), Employee shall regard and treat Trade Secrets and Confidential
      Information as strictly confidential and wholly-owned by the Company and shall
      not, for any reason, in any fashion, either directly or indirectly, use, sell,
      lend, lease, distribute, license, give, transfer, assign, show, disclose,
      disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade
      Secrets or Confidential Information to any person or Entity for any purpose
      other than in accordance with Employee’s duties under this Agreement or as
      required by applicable law. This provision shall apply to  each item
      constituting a Trade Secret at all times it remains a “trade secret” under
      applicable law and shall apply to any Confidential Information, during
      employment and for the Restricted Period thereafter.

     

    b.  Employee
      shall exercise best efforts to ensure the continued confidentiality of all
      Trade
      Secrets and Confidential Information and shall immediately notify the Company
      of
      any unauthorized disclosure or use of any Trade Secrets or Confidential
      Information of which Employee becomes aware. Employee shall assist the Company,
      to the extent reasonably requested, in the protection or procurement of any
      intellectual property protection or other rights in any of the Trade Secrets
      or
      Confidential Information.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    c.  All
      Work
      Product shall be owned exclusively by the Company. To the greatest extent
      possible, any Work Product shall be deemed to be “work made for hire” (as
      defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and
      Employee hereby unconditionally and irrevocably transfers and assigns to the
      Company all right, title and interest Employee currently has or may have by
      operation of law or otherwise in or to any Work Product, including, without
      limitation, all patents, copyrights, trademarks (and the goodwill associated
      therewith), trade secrets, service marks (and the goodwill associated therewith)
      and other intellectual property rights. Employee agrees to execute and deliver
      to the Company any transfers, assignments, documents or other instruments which
      the Company may deem necessary or appropriate, from time to time, to protect
      the
      rights granted herein or to vest complete title and ownership of any and all
      Work Product, and all associated intellectual property and other rights therein,
      exclusively in the Company.

     

    17.  Non-Interference
      with Employees.    Through
      employment and thereafter through the Restricted Period, Employee will not,
      either directly or indirectly, alone or in conjunction with any other person
      or
      Entity: actively recruit, solicit, attempt to solicit, induce or attempt to
      induce any person who is an exempt employee of the Company or any of its
      subsidiaries or affiliates to leave or cease such employment for any reason
      whatsoever; 

     

    18.  Non-Interference
      with Business Relationships.

     

    a.  Employee
      acknowledges that, in the course of employment, Employee will learn about
      Company’s business, services, materials, programs and products and the manner in
      which they are developed, marketed, serviced and provided. Employee knows and
      acknowledges that the Company has invested considerable time and money in
      developing its product sales and real estate development programs and
      relationships, vendor and other service provider relationships and agreements,
      store layouts and fixtures, and marketing techniques and that those things
      are
      unique and original. Employee further acknowledges that the Company has a strong
      business reason to keep secret information relating to Company’s business
      concepts, ideas, programs, plans and processes, so as not to aid Company’s
      competitors. Accordingly, Employee acknowledges and agrees that the protection
      outlined in (b) below is necessary and reasonable.

     

    b.  During
      the Restricted Period, Employee will not, on Employee’s own behalf or on behalf
      of any other person or Entity, solicit, contact, call upon, or communicate
      with
      any person or entity or any representative of any person or entity who has
      a
      business relationship with Company and with whom Employee had contact while
      employed, if such contact or 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        
communication
        would likely interfere with Company’s business relationships or result in an
        unfair competitive advantage over Company.

    

     

    19.  Agreement
      Not to Work in Competitive Position.    Employee
      covenants and agrees not to accept, obtain or work in a Competitive Position
      within the Territory for the Restricted Period.

     

    20.  Acknowledgements
      Regarding Sections 15 - 19. 

     

    a.  Employee
      and Company expressly covenant and agree that the scope, territorial, time
      and
      other restrictions contained in Sections 15 through 19 of this Agreement
      constitute the most reasonable and equitable restrictions possible to protect
      the business interests of the Company given: (i) the business of the Company;
      (ii) the competitive nature of the Company’s industry; and (iii) that Employee’s
      skills are such that Employee could easily find alternative, commensurate
      employment or consulting work in Employee’s field which would not violate any of
      the provisions of this Agreement.

     

    b.  Employee
      acknowledges that the compensation and benefits described in Sections 6 and
      12
      are also in consideration of his/her covenants and agreements contained in
      Sections 15 through 19 hereof.

     

    c.  Employee
      acknowledges and agrees that a breach by Employee of the obligations set forth
      in Sections 15 through 19 will likely cause Company irreparable injury and
      that,
      in such event, the Company shall be entitled to injunctive relief in addition
      to
      such other and further relief as may be proper.

     

    d.  The
      parties agree that if, at any time, a court of competent jurisdiction determines
      that any of the provisions of Section 15 through 19 are unreasonable under
      Tennessee law as to time or area or both, the Company shall be entitled to
      enforce this Agreement for such period of time or within such area as may be
      determined reasonable by such court. 

     

    21.  Return
      of Materials.    Upon
      Employee’s termination, Employee shall return to the Company all written,
      electronic, recorded or graphic materials of any kind belonging or relating
      to
      the Company or its affiliates, including any originals, copies and abstracts
      in
      Employee’s possession or control.

     

    22.  General
      Provisions.

     

    a.  Amendment.
      This
      Agreement may be amended or modified only by a writing signed by both of the
      parties hereto.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    b.  Binding
      Agreement.
      This
      Agreement shall inure to the benefit of and be binding upon Employee, his/her
      heirs and personal representatives, and the Company and its successors and
      assigns.

     

    c.  Waiver
      Of Breach; Specific Performance.
      The
      waiver of a breach of any provision of this Agreement shall not operate or
      be
      construed as a waiver of any other breach. Each of the parties to this Agreement
      will be entitled to enforce this Agreement, specifically, to recover damages
      by
      reason of any breach of this Agreement, and to exercise all other rights
      existing in that party’s favor. The parties hereto agree and acknowledge that
      money damages may not be an adequate remedy for any breach of the provisions
      of
      this Agreement and that any party may apply to any court of law or equity of
      competent jurisdiction for specific performance or injunctive relief to enforce
      or prevent any violations of the provisions of this Agreement.

     

    d.  Unsecured
      General Creditor.
      The
      Company shall neither reserve nor speci-fically set aside funds for the payment
      of its obligations under this Agreement, and such obligations shall be paid
      solely from the general assets of the Company.

     

    e.  No
      Effect On Other Arrangements.
      It is
      expressly understood and agreed that the payments made in accordance with this
      Agreement are in addition to any other benefits or compensation to which
      Employee may be entitled or for which Employee may be eligible.

     

    f.  Tax
      Withholding.
      There
      shall be deducted from each payment under this Agreement the amount of any
      tax
      required by any govern-mental authority to be withheld and paid over by the
      Company to such governmental authority for the account of Employee.

     

    g.  Notices.

     

    (i)  All
      notices and all other communications provided for herein shall be in writing
      and
      delivered personally to the other designated party, or mailed by certified
      or
      registered mail, return receipt requested, or delivered by a recognized national
      overnight courier service, or sent by facsimile, as follows:

     

    If
      to
      Company to:          Dollar
      General Corporation

    Attn:
      General Counsel

    100
      Mission Ridge

    Goodlettsville,
      TN 37072-2171

    Facsimile:
      (615)855-5180

     

    If
      to
      Employee to:         (Last
      address of Employee

    known
      to
      Company unless

    otherwise
      directed in writing by Employee)

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    (ii)  All
      notices sent under this Agreement shall be deemed given twenty-four (24) hours
      after sent by facsimile or courier, seventy-two (72) hours after sent by
      certified or registered mail and when delivered if by personal
      delivery.

     

    (iii)  Either
      party hereto may change the address to which notice is to be sent hereunder
      by
      written notice to the other party in accordance with the provisions of this
      Section.

     

    h.  Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Tennessee (without giving effect to conflict of laws).

     

    i.  Entire
      Agreement.
      This
      Agreement contains the full and complete understanding of the parties hereto
      with respect to the subject matter contained herein and, unless specifically
      provided herein, this Agreement supersedes and replaces any prior agreement,
      either oral or written, which Employee may have with Company that relates
      generally to the same subject matter. 

     

    j.  Assignment.
      This
      Agreement may not be assigned by Employee, and any attempted assignment shall
      be
      null and void and of no force or effect.

     

    k.  Severability.
      If any
      one or more of the terms, provisions, covenants or restrictions of this
      Agreement shall be determined by a court of competent jurisdiction to be
      invalid, void or unenforceable, then the remainder of the terms, provisions,
      covenants and restrictions of this Agreement shall remain in full force and
      effect, and to that end the provisions hereof shall be deemed
      severable.

     

    l.  Section
      Headings.
      The
      Section headings set forth herein are for convenience of reference only and
      shall not affect the meaning or interpretation of this Agreement
      whatsoever.

     

    m.  Voluntary
      Agreement.
      Employee and Company represent and agree that each has reviewed all aspects
      of
      this Agreement, has carefully read and fully understands all provisions of
      this
      Agreement, and is voluntarily entering into this Agreement. Each party
      represents and agrees that such party has had the opportunity to review any
      and
      all aspects of this Agreement with legal, tax or other adviser(s) of such
      party’s choice before executing this Agreement. 

     

    n.  Nonqualified
      Deferred Compensation Omnibus Provision.
      It is
      intended that any payment or benefit which is provided pursuant to or in
      connection with this Agreement which is considered to be nonqualified deferred
      compensation subject to Section 409A of the Internal 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        
Revenue
        Code shall be paid and provided in a manner, and at such time and in such
        form,
        as complies with the applicable requirements of Section 409A of the Internal
        Revenue Code to avoid the unfavorable tax consequences provided therein for
        non-compliance. In connection with effecting such compliance with Section
        409A
        of the Internal Revenue Code, the following shall apply: 

    

     

    (i)  Notwithstanding
      any other provision of this Agreement, the Company is authorized to amend this
      Agreement, to void or amend any election made by Employee under this Agreement
      and/or to delay the payment of any monies and/or provision of any benefits
      in
      such manner as may be determined by it to be necessary or appropriate to comply,
      or to evidence or further evidence required compliance, with Section 409A of
      the
      Internal Revenue Code (including any transition or grandfather rules
      thereunder). 

     

    (ii)  Neither
      Employee nor the Company shall take any action to accelerate or delay the
      payment of any monies and/or provision of any benefits in any manner which
      would
      not be in compliance with Section 409A of the Internal Revenue Code (including
      any transition or grandfather rules thereunder). Notwithstanding the
      foregoing:

     

    (A)  Payment
      may be delayed for a reasonable period in the event the payment is not
      administratively practical due to events beyond the recipient’s control such as
      where the recipient is not competent to receive the benefit payment, there
      is a
      dispute as to amount due or the proper recipient of such benefit payment,
      additional time is needed to calculate the amount payable, or the payment would
      jeopardize the solvency of the Company.

     

    (B)  Payments
      shall be delayed in the following circumstances: (1) where the Company
      reasonably anticipates that the payment will violate the terms of a loan
      agreement to which the Company is a party and that the violation would cause
      material harm to the Company; or (2) where the Company reasonably
      anticipates that the payment will violate Federal securities laws or other
      applicable laws; provided that any payment delayed by operation of this clause
      (B) will be made at the earliest date at which the Company reasonably
      anticipates that the payment will not be limited or cause the violations
      described.

     

    (iii)  If
      Employee is a specified employee of a publicly traded corporation
      as
      required by Section 409A(a)(2)(B)(i) of the
      Internal Revenue Code,
      any
      payment or provision of benefits in connection with a separation from service
      payment event (as 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        
determined
        for purposes of Section
        409A of the
        Internal Revenue Code) shall not be made until six months after Employee’s
        separation from service (the
        “409A
        Deferral Period”). In the event such payments are otherwise due to be made in
        installments or periodically during the 409A Deferral Period, the payments
        which
        would otherwise have been made in the 409A Deferral Period shall be accumulated
        and paid in a lump sum as soon as the 409A Deferral Period ends, and the
        balance
        of the payments shall be made as otherwise scheduled. In the event benefits
        are
        required to be deferred, any such benefit may be provided during the 409A
        Deferral Period at Employee’s expense, with Employee having a right to
        reimbursement from the Company once the 409A Deferral Period ends, and the
        balance of the benefits shall be provided as otherwise
        scheduled.

    

     

    (iv)  If
      a
      Change in Control occurs but the Change in Control does not constitute a change
      in ownership of the Company or in the ownership of a substantial portion of
      the
      assets of the Company as provided in Section 409A(a)(2)(A)(v) of the Internal
      Revenue Code, then payment of any amount or provision of any benefit under
      this
      Agreement which is considered to be nonqualified deferred compensation subject
      to Section 409A of the Internal Revenue Code shall be deferred until another
      permissible payment event contained in Section 409A of the Internal Revenue
      Code
      occurs (e.g., death, disability, separation from service from the Company and
      its affiliated companies as defined for purposes of Section 409A of the Internal
      Revenue Code), including any deferral of payment or provision of benefits for
      the 409A
      Deferral Period
      as
      provided above.
      

     

    


     


    
      
        
           

           

           

           

           

        

        
        

      

      
        20

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the parties hereto have executed, or caused their duly
      authorized representative to execute this Agreement to be effective as of the
      Effective Date.

     

    


                        DOLLAR
      GENERAL
      CORPORATION

     

                        By:                                                   

    Date:_______________                                   
      Its:                        

     

                        “EMPLOYEE”

     

                                                                                

                        David
      L.
      Beré

     

    Date:________________

     

                        Witnessed
      By:

     

                                                                                         


     

     

     

     

     

     

     


    
      
        
           

           

           

           

        

        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    
       

       

       

    



    Addendum
      to Employment

    Agreement
      with David L. Beré

     

    RELEASE
      AGREEMENT

     

    THIS
      RELEASE (“Release”) is made and entered into by and between _________________
      (“Employee”) and DOLLAR
      GENERAL CORPORATION,
      and its
      successor or assigns (“Company”).

     

    WHEREAS,
      Employee and Company have agreed that Employee’s employment with Dollar General
      Corporation shall terminate on ___________________;

     

    WHEREAS,
      Employee and the Company have previously entered into that certain Employment
      Agreement, effective _____________________ (“Agreement”), in which the form of
      this Release is incorporated by reference;

     

    WHEREAS,
      Employee and Company desire to delineate their respective rights, duties and
      obligations attendant to such termination and desire to reach an accord and
      satisfaction of all claims arising from Employee’s employment, and termination
      of employment, with appropriate releases, in accordance with the
      Agreement;

     

    WHEREAS,
      the Company desires to compensate Employee in accordance with the Agreement
      for
      service Employee has provided and/or will provide for the Company;

     

    NOW,
      THEREFORE, in consideration of the premises and the agreements of the parties
      set forth in this Release, and other good and valuable consideration the receipt
      and sufficiency of which are hereby acknowledged, the parties hereto, intending
      to be legally bound, hereby covenant and agree as follows:

     

    1.  Claims
      Released Under This Agreement.

     

    In
      exchange for receiving the benefits described in Section 6 and Section 12 of
      the
      Agreement, Employee hereby voluntarily and irrevocably waives, releases,
      dismisses with prejudice, and withdraws all claims, complaints, suits or demands
      of any kind whatsoever (whether known or unknown) which Employee ever had,
      may
      have, or now has against Company and other current or former subsidiaries or
      affiliates of the Company and their past, present and future officers,
      directors, employees, agents, insurers and attorneys (collectively, the
“Releasees”), arising from or relating to (directly or indirectly) Employee’s
      employment or the termination of employment or other events that have occurred
      as of the date of execution of this Agreement, including but not limited
      to:

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    a.  claims
      for violations of Title VII of the Civil Rights Act of 1964, the Age
      Discrimination in Employment Act, the Fair Labor Standards Act, the Civil Rights
      Act of 1991, the Americans With Disabilities Act, the Equal Pay Act, the Family
      and Medical Leave Act, 42 U.S.C. § 1981, the Sarbanes Oxley Act of 2002,
      the National Labor Relations Act, the Labor Management Relations Act, Executive
      Order 11246, Executive Order 11141, the Rehabilitation Act of 1973, or the
      Employee Retirement Income Security Act;

     

    b.  claims
      for violations of any other federal or state statute or regulation or local
      ordinance;

     

    c.  claims
      for lost or unpaid wages, compensation, or benefits, defamation, intentional
      or
      negligent infliction of emotional distress, assault, battery, wrongful or
      constructive discharge, negligent hiring, retention or supervision, fraud,
      misrepresentation, conversion, tortious interference, breach of contract, or
      breach of fiduciary duty;

     

    d.  claims
      to
      benefits under any bonus, severance, workforce reduction, early retirement,
      outplacement, or any other similar type plan sponsored by the Company (except
      for those benefits owed under any other plan or agreement covering Employee
      which shall be governed by the terms of such plan or agreement); or

     

    e.  any
      other
      claims under state law arising in tort or contract.

     

    2.  Claims
      Not Released Under This Agreement.

     

    In
      signing this Release, Employee is not releasing any claims that may arise under
      the terms of this Release or which may arise out of events occurring after
      the
      date Employee executes this Release.

     

    Employee
      also is not releasing claims to benefits that Employee is already entitled
      to
      receive under any other plan or agreement covering Employee which shall be
      governed by the terms of such plan or agreement. However, Employee understands
      and acknowledges that nothing herein is intended to or shall be construed to
      require the Company to institute or continue in effect any particular plan
      or
      benefit sponsored by the Company, and the Company hereby reserves the right
      to
      amend or terminate any of its benefit programs at any time in accordance with
      the procedures set forth in such plans.

     

    Nothing
      in this Release shall prohibit Employee from engaging in activities required
      or
      protected under applicable law or from communicating, either voluntarily or
      otherwise, with any governmental agency concerning any potential violation
      of
      the law.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    3.  No
      Assignment of Claim.    Employee
      represents that Employee has not assigned or transferred, or purported to assign
      or transfer, any claims or any portion thereof or interest therein to any party
      prior to the date of this Release.

     

    4.  Compensation.    In
      accordance with the Agreement, the Company agrees to pay Employee or, if
      Employee becomes eligible for payments under Section 6 and Section 12 but dies
      before receipt thereof, Employee’s spouse or estate, as the case may be, the
      amount provided in Section 6 and Section 12 of the Agreement.

     

    5.  Publicity;
      No Disparaging Statement.    Except
      as
      otherwise provided in Section 14 of the Agreement, Section 2 of this Release,
      and as privileged by law, Employee and the Company covenant and agree that
      they
      shall not engage in any communi-cations with persons outside the Company which
      shall disparage one another or interfere with their existing or prospective
      business relationships.

     

    6.  No
      Admission Of Liability.    This
      Release shall not in any way be construed as an admission by the Company or
      Employee of any improper actions or liability whatsoever as to one another,
      and
      each specifically disclaims any liability to or improper actions against the
      other or any other person.

     

    7.  Voluntary
      Execution.    Employee
      warrants, represents and agrees that Employee has been encouraged in writing
      to
      seek advice regarding this Release from an attorney and tax advisor prior to
      signing it; that this Release represents written notice to do so; that Employee
      has been given the opportunity and sufficient time to seek such advice; and
      that
      Employee fully understands the meaning and contents of this Release. Employee
      further represents and warrants that Employee was not coerced, threatened or
      otherwise forced to sign this Release, and that Employee’s signature appearing
      hereinafter is voluntary and genuine. EMPLOYEE UNDERSTANDS THAT EMPLOYEE MAY
      TAKE UP TO TWENTY-ONE (21) DAYS TO CONSIDER WHETHER TO ENTER INTO THIS
      RELEASE.

     

    8.  Ability
      to Revoke Agreement.    EMPLOYEE
      UNDERSTANDS THAT THIS RELEASE MAY BE REVOKED BY EMPLOYEE BY NOTIFYING THE
      COMPANY IN WRITING OF SUCH REVOCATION WITHIN SEVEN (7) DAYS OF EMPLOYEE’S
      EXECUTION OF THIS RELEASE AND THAT THIS RELEASE IS NOT EFFECTIVE UNTIL THE
      EXPIRATION OF SUCH SEVEN (7) DAY PERIOD. EMPLOYEE UNDERSTANDS THAT UPON THE
      EXPIRATION OF SUCH SEVEN (7) DAY PERIOD THIS RELEASE WILL BE BINDING UPON
      EMPLOYEE AND EMPLOYEE’S HEIRS, ADMINISTRATORS, 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        
REPRESENTATIVES,
        EXECUTORS, SUCCESSORS AND ASSIGNS AND WILL BE
        IRREVOCABLE.

    

     

    Acknowledged
      and Agreed To:

     

                                                            “COMPANY”

                                

                                                            DOLLAR
      GENERAL
      CORPORATION

                                   
      By: /s/
      Susan Lanigan              

                                   
      Its: EVP-HR                  


    


    


    I
      UNDERSTAND THAT BY SIGNING THIS RELEASE, I AM GIVING UP RIGHTS I MAY HAVE.
      I
      UNDERSTAND THAT I DO NOT HAVE TO SIGN THIS RELEASE.

     

    


                                “EMPLOYEE”

                              
/s/
      David L. Beré                

                                 
David
      L.
      Beré

    


                                WITNESSED
      BY:

                            
/s/
      J.J.
      Stine                    

                                J.J.
      Stine

    Date
      July
      5, 2007                


    
      
        
           

           

           

           

           

        

        
        

      

      
        25

        
          

        

      

      
        
        

        
          


        

      

    



    Appendix
      A

    


    
      	
              If
                Adjusted EBITDA1
                for fiscal year is: 

            	
              Then
                Executive will be entitled to receive:

            
	
              Equal
                to or greater than $630 million, but less than $700
                million

            	
              Threshold
                Bonus

            
	
              Equal
                to or greater than $700 million, but less than $770
                million

            	
              Target
                Bonus

            
	
              Equal
                to or greater than $770 million

            	
              Maximum
                Bonus 

            


    

    


    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        

      


      
        1    Adjusted
          EBITDA
          will be reduced by expense of all bonus payments to be paid in respect
          of such
          fiscal year to all employees. In addition, the Board of 

            Directors
          will make a good faith determination of the adjustments to the EBITDA targets
          for Alpha costs and other one time expenses after consulting with the


            CEO
          and
          CFO.

         

         

         

        A-1