EXHIBIT 10.22

[GRAPHIC-logo]   100 Mission Ridge Dr. o GOODLETTSVILLE, TENNESSEE 37072
D O L L A R
GENERAL(R)
CORPORATION


May 14, 2001


Mr. Donald S. Shaffer
291 Hawk Wing Drive
Manakin Sabot, Virginia

Dear Don:

Senior management positions at Dollar General are only offered to persons who
share our mission and values. It is not as easy as one would think to find an
individual who combines the qualities of strong leadership centered on the
development of others, and a true serving heart. Through our selection process
we feel we have found these qualities in you, and we are pleased to offer you
the position of President and Chief Operating Officer. In this capacity, you
will report directly to me.

The following outlines the elements of your total reward package: base, bonus,
equity, benefits and relocation.

Base Salary

o    Starting base salary of $600,000.00 annually ($25,000.00 per pay period
     based on 24 pay periods). Your employment will begin as soon as possible.

Bonus

o    You will participate in the Management Incentive TEAMSHARE bonus program in
     which you would be eligible to earn up to 100% of your annual base salary
     in a cash bonus based on corporate results. Your first year's bonus is
     based on fiscal 2002 results (2/01-1/02) and will be guaranteed at the 50%
     level.

Equity

o    A restricted stock award of 20,000 shares will be granted to you subject to
     the approval of the board of directors. These shares will remain under
     legend (i.e. "restriction") until the first anniversary of your employment
     with Dollar General. During the restriction period you will have voting
     rights and receive dividends from these shares.



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Don Shaffer
May 14, 2001
Page 2

o    Option to purchase 100,000 shares of Dollar General Corporation common
     stock subject to the approval of the board of directors. These shares will
     automatically vest on the one-year anniversary date of your employment with
     the Corporation.

o    Option to purchase 153,900 shares of Dollar General Corporation common
     stock subject to the approval of the board of directors and the vesting
     provisions of the Performance Stock Option Program. Subject to these
     vesting provisions, the stock options will be available to you (i.e., will
     "vest") 9 1/2 years from the grant date. Because these are
     performance-based options, the vesting date may be accelerated if you and
     the Company meet or exceed annual performance goals. The acceleration
     schedule is up to a maximum of 76,950 shares in 2002 and up to a maximum of
     76,950 shares in 2003.

o    You will also be eligible to participate in our Executive Stock Plus
     Ownership Program. Guidelines for your participation in this program will
     be explained to you during your orientation.

Benefits:

o    All available health/dental benefits will start immediately. These benefits
     may be subject to pre-existing condition requirements, consistent with
     federal and plan guidelines.

o    The company's 401k Retirement and Savings Plan will be available for your
     deferral participation during the quarterly enrollment period following the
     one-year anniversary of your employment. In the event you have a qualified
     retirement benefit from a previous employer, you may roll that into our
     plan immediately upon joining Dollar General.

o    You will participate in a Supplemental Executive Retirement Plan which
     provides an added annual retirement contribution being made on behalf of
     key executives in the company. The contribution amount varies according to
     your age and service. At your current age (57) and service (0), you will
     come into the plan at the 4.5% contribution level.

o    Should you choose, you may participate in the Compensation Deferral Program
     for 2002. Executives may defer up to 50% of their base pay and up to 100%
     of their bonus. Information will be provided to you regarding this program
     in November 2001 before the beginning of the new plan year.

o    You will receive a Group Life Insurance policy equal to $50,000.00 and a
     Group Accidental Death & Dismemberment policy of $50,000.00.

o    You will be provided with a Group Long Term Disability policy that provides
     a LTD benefit of 60% of your base salary up to $20,000.00 per month maximum
     should you ever become totally disabled. The policy has a 180-day
     elimination period.

o    You will be eligible for company paid Supplemental Executive Life Insurance
     equal to 2 1/2 times your base salary less the group life benefit.

o    You will be eligible for one week of vacation after six months of full-time
     employment. Once you achieve your first year of full-time employment then
     you will receive two weeks of vacation. In addition, once you achieve your
     seventh year of full-time employment you will receive three weeks of
     vacation. Our vacation schedule is tied to your full-time anniversary date.



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Don Shaffer
May 14, 2001
Page 3


Severance:

o    The Company will provide for one year of base salary as severance if you
     are terminated within two years for any reason other than for "cause".
     Cause shall be defined as the commission of an act involving theft,
     embezzlement, fraud, intentional mishandling of Dollar General funds or
     conviction of a criminal offense which adversely affects your job-related
     responsibilities.

Relocation Program:

o    Relocation benefits will be provided for your move from Richmond, Virginia
     to the Nashville area. These benefits as outlined on the attachment will be
     available up to one year after your effective date in your position.

Please review this letter and if you have any questions, feel free to call me.

Please sign one copy of this letter and return it as soon as possible to me.

Sincerely,




/s/Cal Turner, Jr.
------------------
Cal Turner, Jr.
Chairman & CEO


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Don Shaffer
May 14, 2001
Page 4



"I have read and I understand and agree with the terms and conditions of this
employment offer letter. I recognize and agree that I am an employee-at-will and
this offer letter doesn't specify any particular term of employment."

Donald S. Shaffer                                ###-##-####
-----------------------------               --------------------
     Print Full Name                        Social Security Number

/s/Donald S. Shaffer                              5-17-2001
-----------------------------               --------------------
          Signature                                 Date





cc:      Bob Carpenter, President
         Melissa Buffington, VP Human Resources & CAO
         Larry Wilcher, General Counsel & Corporate Secretary




BC/jr


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                               RELOCATION BENEFITS
                                Don Shaffer Offer
                                February 16, 2001


o        Pre-move Allowance
            o  5% of annual base salary ($30,000).

o        House Hunting Trips
            o  Three trips for entire family
            o  Hotel accommodations for a maximum of 3 nights per visit
            o  Mileage reimbursement of $.29 mile
            o  Meal expenses of $25.00/day per adult; $15.00/day per child

o        Temporary Living (up to 7 months)
            o  Up to 7 months lodging
            o  Meals $25.00 per day

o        Moving Expenses
            o  Graebel Moving Company will be contracted to pack, load and
               unload in your new location

o        Homesale Assistance
            o  An Accelerated Homesale Assistance Program provided by Williams
               Relocation Company. This program provides assistance in selling
               your home including the reimbursement of up to 6% realtor's fee
               on the home sale.
            o  Dollar General will make available to you an interest free bridge
               loan on your estimate of the equity in your current home,
               repayable upon the sale of that home. This option is available up
               to two years after your start date.

o        Closing Cost
            o  Reimbursement of up to 2% of home purchase price in closing
               costs.

o        En Route Expenses
            o  Travel expenses reimbursed upon traveling from former location to
               new location.