WAIVER OF CERTAIN LIMITATIONS SET FORTH IN OPTION AGREEMENTS
PERTAINING TO OPTIONS PREVIOUSLY GRANTED UNDER
THE AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN
Effective August 26, 2010
Reference is made to the stock option agreements (the “ Option Agreements ”), by and
between Dollar General Corporation (the “ Company ”) and certain employees of the Company
pursuant to which such employees were granted, at various times on or subsequent to July 6, 2007
through the date hereof, and currently hold Options to acquire shares of common stock of the Company
(“ Shares ”) in accordance with the terms and conditions specified in the Option Agreements and the
Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (the “ Plan ”).
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the
Option Agreements and the Plan.
The 162(m) Subcommittee of the Compensation Committee of the Board of Directors of the
Company (the “ Committee ”) has resolved that effective August 26, 2010, the limitations set forth in
Section 4.3(c) of the Option Agreements shall be waived as provided below.
Section 4.3(c) of the Option Agreements provides that in connection with the exercise of an
Option, an Optionee may satisfy his minimum withholding obligation by electing to have the Shares
issuable upon exercise of the Option reduced by the number of Shares having an equivalent Fair Market
Value to the minimum withholding tax obligation solely in the event the Optionee’s employment
terminated without Cause, for Good Reason or due to death or Disability.
Pursuant to the powers granted to the Committee under the Option Agreement and Plan, the
Committee hereby waives the limitations set forth in Section 4.3(c) of the Option Agreements and
provides that effective August 26, 2010, in connection with the exercise of an Option, an Optionee,
who is an employee of the Company at the time of such exercise, may satisfy the minimum tax
withholding by electing to