Form of Restricted Stock Unit Award Agreement and Election Forms


    

      


      


      «NAME_FIRST»
        «NAME_LAST»                                            [DOLLAR
        GENERAL CORPORATION
        LOGO]

      «ADDRESS1»

      «ADDRESS2»

      «CITY»
        «STATE» «ZIP» 

      


      RESTRICTED
        STOCK UNIT AWARD AGREEMENT

      


      You
        have
        been granted
        an Outside Director Restricted Unit Award (“RSUs”) as follows:

      


      
        	
                 

                Grant
                  Date

              	
                 

                #
                  RSUs

              	
                 

                Vesting
                  Date

              	
                 

                Payment
                  Date

              
	
                 

                «DATE1»

              	
                 

                «NUMBER»

              	
                 

                «DATE2»

              	
                 

                After
                  Termination of Board Service

              


      

      


      Plan
        Information:  The
        RSUs
        have been granted pursuant to the 1998 Stock Incentive Plan, as amended to
        date
        (the
“Plan”), and are subject to all the restrictions, conditions and other terms
        contained in that Plan (see the enclosed Prospectus and Prospectus Supplement(s)
        for a summary of the Plan). Each RSU represents the right to receive one
        share
        of Dollar General common stock (or equivalent cash payment at the sole
        discretion of the Compensation Committee) on the Payment Date. 

       

      Important
        Tax Law Changes:  Due to tax law changes enacted in the
        American Jobs Creation Act of 2004 and applicable to the Plan effective January
        1, 2005, new rules contained in Section 409A of the Internal Revenue Code
        (“IRC”) apply to the payment of RSUs. These new rules apply to RSUs that are
        unvested as of, or granted after, December 31, 2004. Please refer to the
        Prospectus Supplement dated May 24, 2005 for more information.

      


      Vesting
        Information:  The
        RSUs generally will vest on the Vesting Date set forth above if you are a
        member
        of the Board on that date. The Vesting Date may be accelerated upon a change
        in
        control of Dollar General, or upon the termination of your service as a director
        by reason of death, Disability or Normal Retirement (each as defined in the
        Plan), all as set forth in the Plan. If your service as a director is terminated
        for Cause (as defined in the Plan), all RSUs, vested or not, will terminate
        immediately and you will not be entitled to any payment with respect to your
        RSUs.

       

      Payment
        Date and Form:  You
        will not receive a payment relating to the RSUs until you have ceased to
        be a
        Board member. Your payment will be made in shares of Dollar General common
        stock
        (other than fractional shares, which will be paid in cash), or in cash or
        part
        shares and part cash at the sole option of the Compensation Committee.
Subject
        to the Plan’s election timing rules:

      


      	·  	
              You
                can choose to receive your payment either in a single lump sum or
                in 10 or
                less annual installments. 

            


      	·  	
              You
                also may choose the timing of your lump sum payment or first payment
                installment from 3 options: (1) as soon as practicable after you
                cease to be a Board member (subject
                to a 6-month delay if you are a “key employee”); (2) on the first day
                of the calendar month beginning more than 6 months after you cease
                to be a
                Board member; or (3) on the first anniversary of the date on which
                you cease to be a Board member. 

            


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Your
        elections will apply to all
        RSUs
        granted to you under the Plan, not just to those subject to this particular
        award. 

      


      Election
        Timing Rules for Initial Elections:  If
        this is the first RSU grant you receive from Dollar General, you may make
        or
        change your “Initial Payment Elections” at any time up to and including 30 days
        after you first
        are
        granted RSUs (or by December 31, 2007, if earlier) on a Payment Election
        Form.
        However, in no event may your Initial Payment Elections made within 30 days
        after your first RSU grant cause payments to be made after 2007 if they would
        otherwise be paid in 2007 under the Plan’s Default Payment Provisions or to be
        made in 2007 if they would otherwise be paid after 2007 under the Plan’s Default
        Payment Provisions. If properly completed and timely filed, your Payment
        Election Form will become effective upon receipt by the Stock Services
        Administrator. In the event you do not affirmatively choose your elections
        or
        follow the proper procedures for doing so, the Plan Default Payment Provisions
        (described below) will apply.

      


      If
        this
        is not
        the
        first RSU grant you receive from Dollar General, you may not
        make
        Initial Payment Elections with respect to this award. In that event, your
        “Initial Payment Elections” will be either (1) those which you elected
        within 30 days after you were first
        granted
        RSUs, (2) those in place on December 31, 2006 (if you made payment
        elections on or before December 31, 2006) or (3) in the event you did not
        affirmatively make payment elections or follow the proper procedures for
        doing
        so, those under the Plan Default Payment Provisions (described
        below).

      


      Election
        Timing Rules for Amended Elections:  After
        your initial election period (which ends 30 days after you are first granted
        RSUs), you may make changes to your Initial Payment Elections as long
        as:

       

          (a) you
        make
        the changes no later than 1
        full
        year before your service as an Outside Director terminates;

       

          (b) the
        changes do not have the effect of accelerating the time or schedule of payment
        (e.g., you may not change from installments to a lump sum; and you may


          not
        elect to
        accelerate time of payment); and 

       

          (c) the
        changes defer the first payment for at least 5 years from the previously
        selected payment date (except for elections to change the time or
        form

          of payment
        not
        related to death or disability). 

      


      Election
        Procedure:  Your
        payment elections must be in writing (see attached Payment Election Form)
        and
        delivered to Stock Services Administrator, 100 Mission Ridge, Goodlettsville,
        TN
        37072. 

      


      Default
        Payment Provisions:  The
“Plan
        Default Payment Provisions” provide that payment
        will be made in a lump sum (the
        Plan’s default payment form) as
        soon
        as practicable after you cease to be a Board member subject
        to a 6-month delay if you are a “key employee”
        (the
        Plan’s default payment time). 

       

      Beneficiary
        Designation:  You
        may
        also designate a beneficiary to receive your payments in the event of your
        death
        at any
        time by completing and delivering a Beneficiary Designation Form to
        Stock
        Services Administrator.
        If
        you
        make no beneficiary designation, your payments will be made to your estate
        upon
        your death.

      


      General
        Information:  Section
        8(c)(xi) of the Plan requires that you enter into an agreement with Dollar
        General regarding this award. Accordingly, please sign below and return to
        Susan
        Lanigan.

       

      
        
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      IN
        WITNESS WHEREOF, the parties have executed this Agreement effective as of
        «DATE1».

      


      DOLLAR
        GENERAL CORPORATION

      


      


      


      By:                

      Susan
        S.
        Lanigan

      Executive
        Vice President and General Counsel

      


       

                                    [DIRECTOR
        NAME]

      


      


                                                                                                                   

       


      
        
          
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      OUTSIDE
        DIRECTOR RESTRICTED UNIT AWARD

      PAYMENT
        ELECTION FORM

      


      Instructions:  Please
        complete the following with respect to: 

      


      	·  	
              The
                timing of payment of your RSUs; and 

            


      	·  	
              Your
                designated beneficiary. 

            


       

      Please
        note that your elections will apply to all of your RSUs (whether previously
        awarded, currently awarded or to be awarded in the future), and that failure
        to
        file any election means you have elected the Plan Default Payment
        Provisions. VERY
        IMPORTANT: IF
        YOU
        PREVIOUSLY RECEIVED RSU GRANTS FROM DOLLAR GENERAL, YOU ARE ONLY PERMITTED
        TO
        MAKE AMENDED ELECTIONS.

       

      Initial
        Elections:  You
        may make or change your payment
        elections
        at any
        time
        within
        the 30 day period after you first
        are
        granted RSUs (or by December 31, 2007, if earlier) by
        completing another Payment Election Form and submitting it to the Stock Services
        Administrator, 100 Mission Ridge, Goodlettsville, TN 37072. However,
        in no event may your initial payment elections made within 30 days after
        your
        first RSU grant cause payments to be made after 2007 if they would otherwise
        be
        paid in 2007 under the Plan’s Default Payment Provisions or to be made in 2007
        if they would otherwise be paid after 2007 under the Plan’s Default Payment
        Provisions. If properly completed and timely filed, your Payment Election
        Form
        will become effective upon receipt by the Stock Services
        Administrator.

       

      Amended
        Elections:  After
        your initial election period, you may change your payment elections only
        if:
        (a) the new election is made not
        later than 1 full year prior
        to the
        date on which you cease to be an Outside Director, (b) the new election
        does not accelerate the time or schedule of payment (e.g., you cannot elect
        to
        change from installments to a lump sum; and you cannot elect to accelerate
        time
        of payment), and (c) the first payment must be deferred for at least 5
        years from the previously selected payment date (except for elections to
        change
        the time or form of payment not related to death or disability). If
        properly completed and timely filed, an election change will
        supersede
        any
        prior elections made by you immediately upon receipt of your Payment Election
        Form by the Stock Services Administrator unless your service as a director
        terminates within 12 months of the receipt of your changes. In that case,
        your
        elections are considered to be (1) those reflected on the last Payment
        Election Form properly
        completed and timely received
        by the Stock Services Administrator more than 12 months prior to your service
        termination date
        or
        (2) if there is no Payment Election Form properly completed and timely
        received by the Stock Services Administrator, those under the Plan Default
        Payment Provisions.
        We refer to the date on which your service as a director terminates as your
        “Service Termination Date.” 

      


      Form
        of Payment:
        Choose
one
        of the
        following: 

      


        
        [  ]        Lump
        Sum
        Distribution

      


      
        	 	
                [
                   ]

              	
                Annual
                  Installments (if
                  you choose this option, indicate below the number of annual installments
                  desired, which may not exceed
                  10):

              


      

      No.
        of
        Annual Installments: ______

      



      
        
           

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      Timing
        of Payment:
        Choose
one
        of the
        following to indicate when you would like your lump sum distribution or your
        first annual installment, as applicable, to be made:

       

      
        	
              	
                [ 
]

              	
                As
                  soon as practicable after my Service Termination Date
                  (subject to a 6-month delay if you are a “key
                  employee”) 

              


      

      
        	 	
                [ 
                  ]

              	
                On
                  the first day of the calendar month beginning more than 6 months
                  after my
                  Service Termination Date

              


      

      
        	 	
                [ 
                  ]

              	
                On
                  the first anniversary of my Service Termination
                  Date

              


      

      


      


      


      Date                                                                                                                                                
        

                                                          Signature                                                                         
        


      
        
          
             

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      OUTSIDE
        DIRECTOR RESTRICTED UNIT AWARD

      BENEFICIARY
        DESIGNATION FORM

      


       

      Instructions:
        If you
        have not designated a beneficiary for your Outside Director Restricted Unit
        Awards (“RSUs”) OR if you would like to change your previously designated
        beneficiary for your RSUs, please complete the following.

       

      You
        may
        change your designated beneficiary at any time by completing another Beneficiary
        Designation Form and submitting it to the Stock Services Administrator, 100
        Mission Ridge, Goodlettsville, TN 37072. 

      


      Beneficiary
        Designation:

      


      Please
        indicate below the name of the person to whom you would like your payments
        to be
        made upon your death (if you do not designate a beneficiary, payments will
        be
        made to your estate): 

      


      
        
          

        



       

      


      I
        understand that this Beneficiary Designation Form supersedes any prior
        Beneficiary Designation Form for my RSUs.

      


      Date                                                                                                                                                               

      Signature