EXHIBIT 10.21

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

February 8, 2001

Mr. James J. Hagan
1096 Wilmington Way
Brentwood, Tennessee

Dear Jim:

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 Executive Vice President and Chief Financial Officer. In this
capacity, you will report directly to me.

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

Base Salary

o    Starting base salary of $350,000.00 annually ($14,583.33 per pay period
     based on 24 pay periods). Your employment will begin as soon as possible
     (to be determined).

Bonus

o    You will participate in the Management Incentive TEAMSHARE bonus program in
     which you would be eligible to earn up to 75% 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 not be prorated the first year
     based on months of service.
o    The Company will reimburse you for all documented relocation expenses that
     are presented to you for payment by Central Parking. Such reimbursement
     shall include a gross-up for all applicable income taxes. You will use your
     best efforts to limit the overall cost of this provision to Dollar General.

Equity

o    A restricted stock award of 10,000 shares will be granted to you subject to
     the approval of the board of directors. These shares will remain under
     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. If you are terminated for any reason
     other than for "cause", the restrictions shall be lifted immediately and
     you will be free to dispose of the shares subject to compliance with
     customary securities laws.
<PAGE>

James J. Hagan
February 5, 2001
Page 2

o    Option to purchase a total of 87,900 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 43,950 shares in 2002 and up to a maximum of 43,950 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 subject to
     pre-existing conditions requirements.

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.

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 prior to 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 21/2times 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.

Severance:

o    The Company will enter into a letter agreement with you that will provide
     for one year of base salary as severance if you are terminated for any
     reason other than for "cause". Cause shall be defined as the commission by
     employee of an act involving theft, embezzlement, fraud,


<PAGE>


James J. Hagan
February 5, 2001
Page 3

o    intentional mishandling of Dollar General funds or conviction of a criminal
     offense which adversely affects your job-related responsibilities.

Automobile:

o    Shortly after the commencement of your employment, the Company will
     reimburse you for the depreciated book value of a 2000 Buick Custom LaSabre
     with 12,000 miles. Such reimbursement shall include a gross-up for all
     applicable income taxes.

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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James J. Hagan
February 5, 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."

James J. Hagan                                   ###-##-####
-----------------------------               --------------------
     Print Full Name                        Social Security Number

/s/James J. Hagan                                  2-8-2001
-----------------------------               --------------------
          Signature                                  Date





cc:      Bob Carpenter, President
         Melissa Buffington, VP - Human Resources
         Bob Layne, Corporate Secretary




BC/jr



<PAGE>


                   AMENDMENT TO EMPLOYMENT OFFER FOR JIM HAGAN
                                December 20, 2001



This letter hereby amends and revises the employment offer extended to Jim Hagan
as CFO of Dollar General Corporation on February 8, 2001.

In recognition of the dedicated support, long hours, and committed expertise
demonstrated by Mr. Hagan during the restatement process, we guarantee his 2001
bonus payment at the Level 3 or 75% level ($262,500). This payment will occur
during second quarter 2002, and coincide with other Teamshare payments (if
appropriate). If no normal Teamshare payments are earned for 2001, the payment
to Mr. Hagan will occur no later than April 30, 2002.

The severance language included at the bottom of page two of Mr. Hagan's offer
letter of February 8, 2001 is hereby amended by replacement with "The Company
will provide for two years of base salary as severance if you are terminated for
any reason other than for `cause'. Cause shall be defined as the commission by
employee 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."

All other terms and conditions outlined in the original offer letter, except
where specifically noted in this amendment, remain in place and unchanged.



         January 7, 2002                     /s/Donald S. Shaffer
         ------------------------------      -----------------------------
         Date                                Don Shaffer, President & COO
                                             Dollar General Corporation


         January 6, 2002                     /s/James J. Hagan
         ------------------------------      ------------------------------
         Date                                James J. Hagan