As Filed With the Securities and Exchange Commission
on December 21, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DOLLAR GENERAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
TENNESSEE 61-0502302
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
DOLLAR GENERAL CORPORATION
100 Mission Ridge 37072
Goodlettsville, Tennessee (Zip Code)
(Address of Principal Executive Offices)
Dollar General Corporation Supplemental Executive Retirement Plan and
Compensation Deferral Plan
(Full title of the plan)
Robert C. Layne
Corporate Secretary
100 Mission Ridge
Goodlettsville, Tennessee 37072
(Name and address of agent for service)
(615) 855-4000
(Telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to Offering price aggregate offering Amount of
to be registered be registered Per share (1) price (1) registration fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Plan
Obligations $ 10,000,000 100 % $ 10,000,000 $ 2,780.00
====================================================================================================================
</TABLE>
(1) The obligations (the "Plan Obligations") being registered hereunder are
unsecured obligations of Dollar General Corporation (the "Registrant") to pay
deferred compensation in the future in accordance with the terms of the Dollar
General Corporation Supplemental Executive Retirement Plan and Compensation
Deferral Plan (the "Plan").
(2) Estimated solely for the purpose of determining the amount of the
registration fee.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to Participants as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act"). These documents
and the documents incorporated by reference into this Registration Statement,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act. Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Dollar General Corporation
Supplemental Executive Retirement Plan and Compensation Deferral Plan (the
"Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by Dollar General Corporation
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended January 29, 1999; and
(b) The Registrant's Quarterly Reports on Form 10-Q for
the fiscal quarters ended April 30, 1999, July 30,
1999 and October 29, 1999.
All documents and reports subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all Plan Obligations covered hereby have been sold or which deregisters all Plan
Obligations shares then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statements contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or replaced for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein) modifies or replaces such
statement. Any statement so modified or replaced shall not be deemed, except as
so modified or replaced, to constitute a part hereof.
Item 4. Description of Securities
The Plan was approved by the Board of Directors of Registrant to be
effective on and after January 1, 2000. $10,000,000 of Plan Obligations are
being registered herein pursuant to the this Registration Statement, which Plan
Obligations are to be offered to certain eligible employees of the Registrant
and its subsidiaries pursuant to the Plan. The Plan Obligations are general
unsecured obligations of the Registrant to pay deferred compensation in the
future in accordance with the terms of the Plan from the general assets of the
Registrants, and rank pari passu with other unsecured indebtedness of the
Registrant from time to time outstanding.
<PAGE>
The amount of compensation deferred by each Participant is determined
in accordance with each Participant's deferral election pursuant to the
Compensation Deferral Plan (the "CDP") and the Company's contributions pursuant
to the CDP and the Supplemental Executive Retirement Plan (the "SERP") in
accordance with the terms of the Plan. Such amount, as adjusted to reflect any
deemed investment appreciation or depreciation, will be payable upon the
Participant's termination or retirement. Company contributions made pursuant to
the SERP will vest at the earlier of the Participant's attainment of age 50 or
the Participant's being credited with ten (10) or more years of service, or
death, disability or a change in control, all as defined in the Plan.
Each Participant's Plan Obligations will be adjusted to reflect the
investment experience of the underlying Plan investment fund(s), including any
appreciation or depreciation. A Participant may request that the Participant's
Plan Obligations be invested among five alternatives. While the committee
administering the Plan will consider properly made investment requests, the
committee is not obligated to follow any such request. Pursuant to the terms of
the Plan, the Participant's account balance will be paid in cash by (a) a lump
sum, (b) monthly installments over a five, 10 or 15 year period or (c) a
combination of an initial lump sum of a specified dollar amount and the
remainder in monthly installments over a five, 10 or 15 year period. However, a
lump sum distribution will be paid in lieu of installments if the Participant's
account balance is less than $25,000, or if the Participant fails to specify a
form of payment.
A Participant's Plan Obligations cannot be alienated, sold,
transferred, assigned, pledged, attached, garnished, or otherwise encumbered,
and pass only to a survivor beneficiary designated under the Plan, or by will or
the laws of descent and distribution. The Plan Obligations are not subject to
redemption, in whole or in part, prior to the termination, retirement or death
of the Participant. However, the Registrant reserves the right to amend or
terminate the Plan at any time, except that no such amendment or termination
shall adversely affect a Participant's right to Plan Obligations in the amount
of the Participant's accounts as of the date of such amendment or termination.
The Plan Obligations are not convertible into another security of the
Registrant. The Plan Obligations will not have the benefit of a negative pledge
or any other affirmative or negative covenant on the part of the Registrant. No
trustee has been appointed having the authority to take action with respect to
the Plan Obligations and each Participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Plan Obligations, enforcing covenants and taking action upon a default.
Item 5. Interests of Named Experts and Counsel
Robert C. Layne, Corporate Secretary of the Registrant, who has passed
upon the legality of the Plan Obligations offered hereby, is eligible for
participation in the Plan.
<PAGE>
Item 6. Indemnification of Directors and Officers
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (a) such person acted in good faith;
(b) in the case of conduct in an official capacity with the corporation, he
reasonably believed such conduct was in the corporation's best interests; (c) in
all other cases, he reasonably believed that his conduct was at least not
opposed to the best interests of the corporation; and (d) in connection with any
criminal proceeding, such person had no reasonable cause to believe his conduct
was unlawful. In actions brought by or in the right of the corporation, however,
the TBCA provides that no indemnification may be made if the director or officer
was adjudged to be liable to the corporation. The TBCA also provides that in
connection with any proceeding charging improper personal benefit to an officer
or director, no indemnification may be made if such officer or director is
adjudged liable on the basis that such personal benefit was improperly received.
In cases where the director or officer is wholly successful, on the merits or
otherwise, in the defense of any proceeding instigated because of his or her
status as a director or officer of a corporation, the TBCA mandates that the
corporation indemnify the director or officer against reasonable expenses
incurred in the proceeding. The TBCA provides that a court of competent
jurisdiction, unless the corporation's charter provides otherwise, upon
application, may order that an officer or director be indemnified for reasonable
expenses if, in consideration of all relevant circumstances, the court
determines that such individual is fairly and reasonably entitled to
indemnification, notwithstanding the fact that (a) such officer or director was
adjudged liable to the corporation in a proceeding by or in the right of the
corporation; (b) such officer or director was adjudged liable on the basis that
personal benefit was improperly received by him; or (c) such officer or director
breached his duty of care to the corporation.
The Registrant's Charter and Bylaws provide that the Registrant shall
indemnify its directors and officers to the fullest extent permitted by
applicable law. The Registrant's Bylaws provide further that the Registrant
shall advance expenses to each director and officer of the Registrant to the
full extent allowed by the laws of the state of Tennessee, both as now in effect
and as hereafter adopted. Under the Registrant's Charter and Bylaws, such
indemnification and advancement of expenses provisions are not exclusive of any
other right that a director or officer may have or acquire both as to action in
his or her official capacity and as to action in another capacity.
The Registrant believes that its Charter and Bylaw provisions are
necessary to attract and retain qualified persons as directors and officers.
The Registrant has in effect a directors' and officers' liability
insurance policy which provides coverage for its directors and officers. Under
this policy, the insurer agrees to pay, subject to certain exclusions, for any
claim made against a director or officer of the Registrant for a wrongful act by
such director or officer, but only if and to the extent such director or officer
becomes legally obligated to pay such claim.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index.
<PAGE>
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement to file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement to include any material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change
to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Nashville, State of Tennessee, on the 21st day
of December, 1999.
DOLLAR GENERAL CORPORATION
By: /s/ Cal Turner, Jr.
Cal Turner, Jr., President, Chief Executive
Officer and Chairman
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Cal Turner, Jr. and Brian M. Burr, his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Cal Turner, Jr. President, Chief Executive Officer December 21, 1999
Cal Turner, Jr. and Chairman
/s/ Brian M. Burr Executive Vice President and Chief December 21, 1999
Brian M. Burr Financial Officer
/s/ Dennis C. Bottorff Director December 21, 1999
Dennis C. Bottorff
/s/ James L. Clayton Director December 21, 1999
James L. Clayton
/s/ Reginald D. Dickson Director December 21, 1999
Reginald D. Dickson
/s/ John B. Holland Director December __, 199
John B. Holland
/s/ Barbara M. Knuckles Director December 21, 1999
Barbara M. Knuckles
/s/ Cal Turner Director December 21, 1999
Cal Turner
/s/ David M. Wilds Director December 21, 1999
David M. Wilds
/s/ William S. Wire, II Director December 21, 1999
William S. Wire, II
</TABLE>
DOLLAR GENERAL CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AND
COMPENSATION DEFERRAL PLAN
By: /s/ Cal Turner, Jr.
Cal Turner, Jr.
Title: Chairman, President and Chief Executive Officer
Dollar General Corporation
<PAGE>
Exhibit Index
Exhibit
No. Exhibit Description
- ------------ -----------------------------------------------------------------
4 Dollar General Corporation Supplemental Executive Retirement
Plan and Compensation Deferral Plan
5 Opinion of Robert C. Layne
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of PriceWaterhouseCoopers LLC
23.3 Consent of Robert C. Layne (included in Exhibit 5)
24 Power of Attorney (included on signature page)
EXHIBIT 4
DOLLAR GENERAL CORPORATION
MASTER PLAN DOCUMENT
FOR THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AND THE COMPENSATION DEFERRAL PLAN
ARTICLE I
Purpose and Adoption of Plans
1.1 "Introduction" Dollar General Corporation (the "Company")
previously established and currently maintains the Dollar General Corporation
Supplemental Executive Retirement Plan (the "SERP") and the Dollar General
Corporation Compensation Deferral Plan (the "CDP") as separate plan documents.
The purpose of this document is to amend and restate both the SERP and the CDP
effective as of January 1, 2000 so that such plans are combined into one master
plan document as of such date. An employee may be designated for participation
in one or both of the Plans, according to their terms.
1.2 "Adoption of SERP" The provisions of the restated and continued
SERP shall apply to an Employee who is actively employed by the Company or
Subsidiary on or after January 1, 2000, which is the date that this restated and
continued Plan becomes operative. An Employee on severance pay shall not be
considered to be actively employed by the Company or Subsidiary. The rights and
benefits, if any, of an Employee whose employment terminated before such date
shall be determined in accordance with the provisions of the SERP that were in
effect on the date that such employment was terminated.
1.3 "Adoption of CDP" The provisions of the restated and continued CDP
shall apply to an Employee who is actively employed by the Company or Subsidiary
on or after January 1, 2000, which is the date that this restated and continued
Plan becomes operative. An Employee on severance pay shall not be considered to
be actively employed by the Company or Subsidiary. The rights and benefits, if
any, of an Employee whose employment terminated before such date shall be
determined in accordance with the provisions of the CDP that were in effect on
the date that such employment was terminated.
1.4 "Purpose of SERP" The SERP is designed to permit a select group of
management or highly compensated employees who contribute materially to the
continued growth, development and future business success of the Company and the
Subsidiaries additional benefits and in such amounts as the Company shall
determine in its sole discretion. Employees who previously participated in the
SERP shall be credited with an initial benefit under the SERP equal to the
present value of their benefit under the SERP as of December 31, 1999. Such
present value of each Participant's benefit shall be credited to that
Participant's SERP Account described in Section 2.1 hereof as of January 1,
2000.
1.5 "Purpose of CDP" The CDP is designed to permit a select group of
management or highly compensated Employees who contribute materially to the
continued growth, development and future business success of the Company and the
Subsidiaries to elect to defer a portion of their CDP Compensation until their
death, disability, retirement or termination of employment with the Company or
the Subsidiaries.
ARTICLE II
Definitions
For purposes of the Plan, the following terms shall have the following
meanings unless a different meaning is plainly required by the context. The
words in the masculine gender shall include the feminine and neuter genders and
words in the singular shall include the plural and words in the plural shall
include the singular. 2.1 "Accounts" shall mean the accounts established and
maintained by the Plan Committee for bookkeeping purposes to reflect the
interest of a Participant in the Plans. The Accounts shall be bookkeeping
entries only and shall be utilized solely as devices for the measurement and
determination of the amounts to be paid to a Participant or Beneficiary under
the Plans.
(a) CDP Accounts shall consist of the Participant's Automatic
Contribution Account, Company Match Account and the Optional Deferral
Account.
(b) SERP Account shall mean the account established and
maintained by the Plan Committee for bookkeeping purposes to reflect
the interest of a Participant in the SERP.
2.2 "Automatic Contribution Account" shall mean the CDP Account of a
Participant that is maintained to reflect the automatic two percent (2%)
contribution of any Eligible Compensation in excess of the Code Section
401(a)(17) limit and earnings thereon.
2.3 "Beneficiary" shall mean any person, estate, trust, or organization
entitled to receive any payment under the Plans upon the death of a Participant.
The Participant shall designate his beneficiary on a form provided by the Plan
Committee.
2.4 "Board" shall mean the Board of Directors of the Company.
2.5 "CDP Compensation" shall mean, with respect to each Participant,
the taxable base wages and bonuses, as determined by the Plan Committee plus
amounts contributed by the Company or a Subsidiary as salary deferral
contributions pursuant to the Participant's exercise of his deferral option made
in accordance with Section 401(k) of the Code, amounts contributed by the
Company or a Subsidiary to a cafeteria plan on behalf of the Participant
pursuant to his salary reduction election under such Plan, and in accordance
with Section 125 of the Code, amounts contributed by the Participant pursuant to
his Deferral Election under the CDP to his Account and any other amounts
contributed by the Participant on a pre-tax basis to any other employee
retirement plan or arrangement whether qualified or non-qualified sponsored by
the Company or a Subsidiary.
2.6 "Change in Control" means the happening of any of the following:
(a) any person or entity, other than the Company, a
wholly-owned subsidiary of the Company, or a benefit plan for employees
of the Company or any trustee, agent or other fiduciary for any such
plan acting in such person's capacity as such fiduciary, becoming the
beneficial owner of the Company's securities having 35% or more of the
combined voting power of the then outstanding securities that may be
cast for the election of directors;
(b) in connection with a cash tender, exchange offer, merger
or other business combination, sale of assets or contested election,
less than a majority of the combined voting power of the then
outstanding securities of the Company entitled to vote generally in the
election of directors being held in aggregate by the holders of the
Company's securities entitled to vote generally in the election of
directors of the Company immediately prior to such transaction; or
(c) during any period of two consecutive years, individuals
who at the beginning of any such a period constitute the Board ceasing
to constitute at least a majority thereof, unless the election of each
director first elected during such period was approved by a vote of at
least two-thirds of the directors of the Company then still in office
who were directors of the Company at the beginning of the period.
2.7 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.8 "Company" shall mean Dollar General Corporation, a Tennessee
corporation with principal offices at Goodlettsville, Tennessee.
2.9 "Company Match Account" shall mean the CDP Account of a Participant
that is maintained to reflect any match contribution made by the Company.
2.10 "Compensation Committee" shall mean the Corporate Governance and
Compensation Committee of the Board of Directors.
2.11 "Deferral Election" shall mean the Participant's written election
under the CDP to defer a portion of his Eligible Compensation pursuant to
Article IV.
2.12 "Effective Date" shall mean the January 1 next following or
coinciding with the date on which an Employee is designated by the Plan
Committee as eligible for the Plan.
2.13 "Eligible Compensation"
(a) for the CDP, "Eligible Compensation" shall mean
compensation which is determined by the Compensation Committee, or its
assigns, to be base pay without regard to qualified plan limits under
Code Section 401(a)(17).
(b) for the SERP, "Eligible Compensation" shall mean, with
respect to each Participant, the Participant's taxable base wages and
bonuses, amounts contributed by the Company to a cafeteria plan or
401(k) Plan on behalf of the Participant pursuant to his salary
reduction or salary deferral agreement under such plans, and any other
amounts contributed by the Participant on a pre-tax basis to any other
employee retirement plan or arrangement (including the CDP) whether
qualified or non-qualified.
2.14 "Employee" shall mean any person who is actively employed by the
Company.
2.15 "Enrollment Date" shall mean January 1 of each Plan Year.
2.16 "ERISA" shall mean Public Law 93-406, popularly known as the
"Employee Retirement Income Security Act of 1974", as amended.
2.17 "Exchange Act" means the Securities Exchange Act of 1934, as it
may from time to time be amended or supplemented.
2.18 "Investment Request" shall mean the Participant's written request
to have his Account invested pursuant to Section 7.1 or Section 7.2.
2.19 "Leave of Absence" shall mean a Participant's leave of absence
from his employment on account of military service, Total and Permanent
Disability or any other reason and which is authorized in writing by the
Company.
2.20 "Optional Deferral Account" shall mean the CDP Account of a
Participant that is maintained to reflect his deferred compensation and earnings
thereon.
2.21 "Participant"
(a) "SERP Participant" shall mean an Employee or
former Employee of the Company who meets all conditions of
eligibility under Article III.
(b) "CDP Participant" shall mean an Employee or
former Employee of the Company who meets all conditions of
eligibility under Article III and participates in the CDP in
accordance with sections of Article IV.
2.22 "Plan" shall mean, as applicable, the Dollar General Corporation
Supplemental Executive Retirement Plan or the Dollar General Corporation
Compensation Deferral Plan, as amended from time to time.
2.23 "Plan Committee" shall mean the Corporate Governance and
Compensation Committee unless and until they shall establish a separate Plan
Committee to administer the Plan, as provided in Article X.
2.24 "Plan Year" shall mean the twelve (12) month period commencing
January 1st and ending on the last day of December next following.
2.25 "Retirement Eligibility" shall mean, with respect to a
Participant, the earlier of the Participant's attainment of age 50 or the date
the Participant is credited with ten (10) Years of Service.
2.26 "SERP Company Contribution" shall mean the amounts credited to a
SERP Participant's Account under Article V of the Plan.
2.27 "Subsidiary" shall mean any corporation, the majority of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company.
2.28 "Total and Permanent Disability" shall mean the inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or to be of continuous and indefinite duration. The permanence and degree
of such impairment shall be supported by medical evidence but shall be
determined in the sole discretion of the Plan Committee.
2.29 "Years of Service" shall mean each one-year period of time,
including time before the Participant's Effective Date, commencing on the date
on which the Participant was first employed by the Company or a Subsidiary and
each anniversary thereof during which he was actively employed by the Company or
a Subsidiary or on a Leave of Absence for the entire year. The Plan Committee
shall develop as necessary from time to time policies that address determination
of Years of Service in the case of Participants who terminate employment and are
later re-hired.
ARTICLE III
Eligibility
3.1 "SERP Eligibility Rules" The Plan Committee shall establish, and
amend as necessary, rules to determine which individuals or groups of employees
shall be eligible to participate in the SERP.
3.2 "CDP Eligibility Rules" The Plan Committee shall establish, and
amend as necessary, rules to determine which individuals or groups of employees
shall be eligible to participate in the CDP.
ARTICLE IV
Deferral of Compensation under CDP
4.1 "Compensation Which May Be Deferred" A CDP Participant may elect to
defer from the CDP Compensation otherwise payable to him during each payroll
period after his Effective Date:
(a) Any whole percentage from 1% to 100% of his base pay. Such
amount(s) shall be credited to his Optional Deferral Account under the
Plan.
(b) Any whole percentage from 1% to 100% of his bonus pay.
Such amount(s) shall be credited to his Optional Deferral Account under
the Plan.
4.2 "Establishment of Optional Deferral Account" An Optional Deferral
Account shall be established for each CDP Participant by the Plan Committee as
of the Effective Date of such Participant's initial Deferral Election. The
Participant's Optional Deferral Account shall be credited at least monthly with
the CDP Compensation he has deferred under the Plan.
4.3 "The Form of the Deferral Election" A Deferral Election shall be
made in writing on a form prescribed by the Plan Committee. The Deferral
Election shall state:
(a) That the Participant wishes to make an election to defer
the receipt of a portion of his CDP Compensation which is considered by
the Plan Committee to be base pay and/or bonus pay;
(b) The percentage of such CDP Compensation which is
considered by the Plan Committee to be base pay and/or bonus pay to be
deferred; and
(c) That the deferral is to retirement or a specified date no
sooner than 5 years after the end of the year in which amounts are
deferred.
4.4 "Making and Modifications of Deferral Elections" The initial
Deferral Election of a new CDP Participant shall be made by written notice
signed by the Participant and delivered to the Plan Committee in a form
acceptable to the Plan Committee, not later than thirty (30) days after the
later of January 1, 2000 or the Employee's Effective Date. Any modification or
revocation of the most recent Deferral Election shall be made by written notice
signed by the Participant and delivered to the Plan Committee not later than the
first (1st) day of the month prior to the next succeeding Plan Year (or such
later date as the Plan Committee may determine) and shall be effective on the
first day of such succeeding Plan Year. A Deferral Election with respect to the
deferral of future CDP Compensation shall be an annual election for each Plan
Year, unless the Plan Committee in its sole discretion waives this requirement
with respect to any Participant. The termination of participation in the Plan
shall not affect CDP Compensation previously deferred by a Participant under the
Plan. At the time of the initial Deferral Election, the Participant shall elect
the form of payment to be received pursuant to Sections 8.1 or 8.5 hereof. If
the Participant elects an in-service distribution, the distribution shall be in
the form of a lump sum. If the Participant elects to defer until the date of his
Retirement Eligibility, the distribution shall be made in a form permitted under
Section 8.1. The initial Deferral Election with respect to the form of payments
and the time for the commencement of payments shall govern the distribution of
an account, except under Section 4.5 or 4.6.
4.5 "Amending the Deferral Election to Defer In-Service Distributions"
With the approval of the Plan Committee, a CDP Participant in-service may amend
the timing and form of his in-service benefit distribution date on a form
acceptable to the Plan Committee not prior to the 395th day nor later than the
365th day prior to the Participant's in-service distribution date in order to
defer this payment to a year in the future or to defer this payment until
termination of employment with the Company or a Subsidiary, actual retirement
from the Company or a Subsidiary, or Total and Permanent Disability in
accordance with the terms of the Plan applicable to the optional forms of
benefit payments applicable as if the Participant had attained Retirement
Eligibility. A CDP Participant may only make or change any annual in-service
benefit distribution date or form in the Participant's Deferral Elections once,
unless the Plan Committee in its sole discretion waives this rule with respect
to the Participant.
4.6 "Amending the Deferral Election to Change Form of Distribution at
Retirement or Termination of Service" A CDP Participant may amend a prior
Deferral Election on a form acceptable to the Plan Committee not later than the
365th day prior to the Participant's actual retirement from the Company or a
Subsidiary, or termination of employment with the Company or a Subsidiary in
order to change the form of the distribution of his Account in accordance with
the terms of the Plan. Any such amended Deferral Election shall apply to all
deferrals from all prior years which are payable at the Participant's retirement
or termination of employment.
ARTICLE V
Company Contributions
5.1 "SERP Contributions" On December 31, the Plan Committee shall
credit as a Company or Subsidiary contribution to the account of each SERP
Participant such amounts as the Plan Committee may deem appropriate.
By adopting this Plan the Company commits itself, and any Subsidiary by
which a Participant is employed at the end of the calendar year, to reflect as a
liability on its books the yearly Company contribution described above within 31
days of December 31 each year until this Plan is amended to change this
provision of the Plan or the Plan is terminated. Eligible Compensation is used
as the base to calculate contributions. The SERP Participant must be employed on
the last day of the calendar year to be eligible for the Company contribution.
5.2 "CDP Company Matching Contributions" By adopting the CDP the
Company commits itself, and any Subsidiary by which the Participant is employed,
to credit each calendar month, for each CDP Participant employed by the Company
or a Subsidiary with respect to whom employer matching contributions are to be
credited under the terms of the CDP, an amount equal to the following, but,
except as provided in Section 5.3, only for each Participant who makes the
maximum elective pre-tax deferral which is permitted under the terms of the
Dollar General Corporation 401(k) Savings and Retirement Plan:
(a) Determine the maximum amount subject to a match under the
CDP for such calendar month, which is the lesser of (i) six percent
(6%) of the Participant's CDP Eligible Compensation for such month (but
taking a maximum of $41,666.67 of Eligible Compensation for such month
into account); or (ii) the Participant's Optional Deferrals under
Section 4.1 of this Plan for such month;
(b) Apply to the amount determined under (a) immediately above
the employer matching contribution percentage which applies for such
month under the Dollar General Corporation 401(k) Savings and
Retirement Plan; and
(c) Subtract from the amount determined under (b) immediately
above the employer matching contribution actually allocated to the
Participant for such month under the Dollar General Corporation 401(k)
Savings and Retirement Plan, regardless of whether such match is
forfeited or distributed under Code Section 401(m).
Such amount shall be credited to the CDP Participant's Company Match Account
each month. The Plan Committee shall establish and maintain such an account with
respect to each CDP Participant.
5.3 "Special Rule for Participant who has not yet met waiting
requirements to become a participant in the Dollar General Corporation 401(k)
Savings and Retirement Plan." Notwithstanding Section 5.1 above, if for a given
calendar month a Participant in the CDP has not yet met the waiting requirements
to become a participant in the Dollar General 401(k) Savings and Retirement
Plan, such Participant shall nevertheless be eligible to be credited with a
company matching contribution under this Plan for such month.
In such event, the amount subtracted under Section 5.2(c) above shall be zero.
5.4 "CDP Company Automatic Contributions" By adopting the CDP, the
Company commits itself, and any Subsidiary by which the CDP Participant is
employed, to credit an amount equal to two percent (2%) of each such CDP
Participant's CDP Eligible Compensation, if any, in excess of the limit of
compensation that can be taken into account under Code Section 401(a)(17) until
this provision of this Plan is amended or this Plan is terminated. Such amount
shall be credited to the Participant's Automatic Contribution Account.
ARTICLE VI
Vesting
6.1 "SERP Vesting" Company contributions credited under Section 5.1
shall be one hundred (100) percent vested at the earlier of the Participant's
attainment of age 50 or the Participant's being credited with ten (10) or more
Years of Service. However, until full one hundred (100) percent vesting occurs,
the Participant will not have a vested interest in any percentage of his SERP
Account. The Plan Committee shall have the discretion to accelerate the vesting
of Company Contributions on an individual by individual basis for any reason at
any time and from time to time.
6.2 "CDP Vesting" Contributions to the CDP by Participants pursuant to
Deferral Elections, along with earnings thereon, shall be fully vested at all
times. The Company Match Account and the Automatic Contribution Account, along
with earnings thereon, shall be fully vested at all times.
6.3 "Full Vesting on Disability" Notwithstanding Section 6.1 or 6.2
hereof, each Participant who terminates his employment with the Company because
of Total and Permanent Disability shall become fully vested as to all of his
Accounts under the Plan.
6.4 "Full Vesting on Death" Notwithstanding Section 6.1 or 6.2 hereof,
if a Participant dies while employed by the Company, all of his Accounts under
the Plan shall become fully vested.
6.5 "Full Vesting on Change in Control" Notwithstanding Section 6.1 or
6.2 hereof, in the event of a Change in Control, all Accounts of all
Participants shall become fully vested.
ARTICLE VII
Investments
7.1 "In General" The Accounts of each Participant shall be credited as
of the last day of each calendar month with the deemed investment gains and
losses based upon the Account value as of the first day of the calendar month or
on such more frequent basis as determined by the Plan Committee. A Participant
may request how his Accounts are deemed to be invested. The Investment Request
shall be made in writing in accordance with procedures announced by the Plan
Committee. The Investment Request made in accordance with this Article VII shall
continue unless the Participant changes the Investment Request in accordance
with the procedures announced by the Plan Committee. Investment Requests and
changes thereto requested by the Participant shall be effective prospectively
only, in accordance with procedures announced by the Plan Committee. The Plan
Committee shall be authorized to permit more frequent changes in investment
options to be effective on such dates as it shall specify. The Plan Committee
shall consider an Investment Request, but is not obligated to follow such
request.
7.2 "Gains Invested in Same Option" Dividends, interest and other
distributions credited with respect to any deemed investment shall be deemed to
be invested in the same investment option.
7.3 "Participant Reports on Account Values" At the end of each Plan
Year (or on a more frequent basis as determined by the Plan Committee), a report
shall be issued to each Participant who has an Account stating the value of such
Account.
ARTICLE VIII
Distribution of Accounts
8.1 "Distribution on or After Retirement Eligibility" On or after the
Participant's SERP or CDP Retirement Eligibility, as applicable, the Participant
shall be entitled to receive the balance of his SERP or CDP Accounts, as
applicable, in cash in one of the following forms:
(a) a lump sum;
(b) monthly installments over a five (5), ten (10) or fifteen
(15) year period; or
(c) a combination of an initial lump sum of a specified dollar
amount and the remainder in monthly installments over a five (5), ten
(10) or fifteen (15) year period;
as specified on the Participant's initial Deferral Election, unless the
Participant has amended the distribution date or form pursuant to Sections 4.5
and 4.6 hereof, respectively. A lump sum distribution will be paid in lieu of
installments if the total SERP and CDP Plan balances are $25,000 or less. If the
Participant fails to specify a form of payment, his Accounts shall be
distributed in a lump sum. If a Participant terminates employment prior to SERP
or CDP Retirement Eligibility, as applicable, his Accounts, to the extent
vested, shall be distributed in accordance with Section 8.5 hereof. The transfer
by a Participant between the Company and a Subsidiary shall not be deemed to be
a termination of employment with the Company.
8.2 "Distribution on Participant's Death" Upon the death of a
Participant or a former Participant prior to the complete distribution of his
Accounts, the balance of his Accounts shall fully vest and shall be paid in lump
sum to his Beneficiary within sixty (60) days following the close of the
calendar quarter in which the Plan Committee is provided evidence of the
Participant's death (or as soon as reasonably practicable thereafter). In the
event a beneficiary designation is not on file or the Beneficiary is deceased or
cannot be located, payment will be made to the estate of the Participant or
former Participant. In the event of the death of a Participant subsequent to the
commencement of installment payments but prior to the completion of the
payments, the installment payments shall continue and shall be paid to the
Beneficiary as if the Participant had not died; provided, however, if the
Beneficiary is a trust or estate, the remaining benefits shall be paid in a lump
sum.
8.3 "Change of Beneficiary Permitted" The beneficiary designation may
be changed by the Participant or former Participant at any time without the
consent of the prior Beneficiary.
8.4 "Distribution on Disability" Upon the Total and Permanent
Disability of a Participant or former Participant, he shall be entitled to
receive the balance of his Accounts in cash in a form permitted under Section
8.1 as specified on the Participant's initial enrollment form within sixty (60)
days following the close of the calendar quarter in which the Plan Committee
receives notification of the determination of disability by the Social Security
Administration (or as soon as reasonably practicable thereafter).
8.5 "Distribution Upon Termination Prior to Retirement Eligibility" If
a Participant terminates employment prior to SERP or CDP Retirement Eligibility,
as applicable, his vested Account balances will be paid in a lump sum
distribution, or, at the discretion of the Plan Committee, according to the
Participant's initial distribution election.
ARTICLE IX
Nature of Employer Obligation and Participant Interest
9.1 "In General" A Participant, his Beneficiary, and any other person
or persons having or claiming a right to payments under the Plan shall rely
solely on the unsecured promise of the Company set forth herein, and nothing in
this Plan shall be construed to give a Participant, Beneficiary, or any other
person or persons any right, title, interest, or claim in or to any specified
assets, fund, reserve, account, or property of any kind whatsoever owned by the
Company or in which it may have any right, title or interest now or in the
future; but a Participant shall have the right to enforce his claim against the
Company in the same manner as any unsecured creditor.
9.2 "Benefits Payable from General Assets of Company" All amounts paid
under the Plan shall be pain in cash from the general assets of the Company.
Benefits shall be reflected on the accounting records of the Company but shall
not be construed to create, or require the creation of, a trust, custodial or
escrow accounting. Nothing contained in this Plan, and no action taken pursuant
to its provision, shall create or be construed to create a trust or fiduciary
relationship of any kind between the Company and an Employee, Beneficiary of an
Employee or any other person. Neither the Employee, Beneficiary of an Employee
nor any other person shall acquire any interest greater than that of an
unsecured creditor.
9.3 "Other Benefit Programs" Any benefits payable under the Plan shall
be independent of, and in addition to, any other benefits or compensation of any
sort, payable to or on behalf of the Participant under or pursuant to any other
employee benefit program sponsored by the Company for its employees generally.
ARTICLE X
Administration of the Plan
10.1 "In General" The Plan Committee shall be responsible for the
general administration of the Plan. The members of the Plan Committee shall be
appointed by and may be removed by the Compensation Committee, in each case by
written notice delivered to the Plan Committee member. The Plan Committee may
select a chairman and may select a secretary (who may, but need not, be a member
of the Plan Committee) to keep its records or to assist it in the discharge of
its duties. A majority of the members of the Plan Committee shall constitute a
quorum for the transaction of business at any meeting. Any determination or
action of the Plan Committee may be made or taken by a majority of the members
present at any meeting thereof, or without a meeting by resolution or written
memorandum concurred in by a majority of members. Meetings may be held
electronically.
10.2 "No Special Compensation for Committee" No member of the Plan
Committee shall receive any compensation from the Plan for his service.
10.3 "Powers of the Committee" The Plan Committee shall administer the
Plan in accordance with its terms as interpreted by the Plan Committee and shall
have all powers necessary to carry out the provisions of the Plan as interpreted
by the Plan Committee. It shall interpret the Plan and shall determine all
questions arising in the administration, interpretation and application of the
Plan. It shall determine the eligibility for benefits, the amount of any benefit
due and the manner in which any benefit is to be paid by the Plan. It will
construe the Plan, supplying any omissions, reconciling any differences and
determining factual issues relating to the Plan. Any such determination by it
shall be conclusive and binding on all persons. It may adopt such regulations as
it deems desirable for the conduct of its affairs. It may appoint such
accountants, counsel, actuaries, specialists and other persons as it deems
necessary or desirable in connection with the administration of this Plan, and
shall be the agent for the service of process.
10.4 "Expenses of Committee Reimbursed" The Plan Committee shall be
reimbursed by the Company for all reasonable expenses incurred by it in the
fulfillment of its duties. Such expenses shall include any expenses incident to
its functioning, including, but not limited to, fees of accountants, counsel,
actuaries, and other specialists, and other costs of administering the Plan.
10.5 "Appointment of Agents" The Plan Committee is responsible for the
daily administration of the Plan. It may appoint other persons or entities to
perform any of its fiduciary or other functions. The Plan Committee and any such
appointee may employ advisors and other persons necessary or convenient to help
it carry out its duties, including their respective fiduciary duties; provided,
however, that any trustee appointed in connection with the Plan shall be
appointed by and may be removed by the Compensation Committee rather than the
Plan Committee. The Plan Committee shall review the work and performance of each
such appointee, and shall have the right to remove any such appointee from his
position at any time, with or without notice. Any person, group of persons or
entity may serve in more than one fiduciary capacity.
10.6 "Plan Accounting" The Plan Committee shall maintain accurate and
detailed records and Accounts of Participants and of their rights under the Plan
and of all receipts, disbursements, transfers and other transactions concerning
the Plan. Such Accounts, books and records relating thereto shall be open at all
reasonable times to inspection and audit by the Board of Directors and by
persons designated thereby.
10.7 "Plan to Comply with Law" The Plan Committee shall take all steps
necessary to ensure that the Plan complies with applicable laws at all times.
These steps shall include such items as the preparation and filing of all
documents and forms required by any governmental agency; maintaining of adequate
Participants' records; withholding of applicable taxes and filing of all
required tax forms and returns; recording and transmission of all notices
required to be given to Participants and their Beneficiaries; the receipt and
dissemination, if required, of all reports and information received from the
Company; and doing such other acts necessary for the administration of the Plan.
The Plan Committee shall keep a record of all of its proceeding s and acts. and
shall keep all such books of account, records and other data as may be necessary
for proper administration of the Plan. The Plan Committee shall notify the
Company upon its request of any action taken by it, and when required, shall
notify any other interested person or persons.
10.8 "Claims and Appeals Procedures; Consistent Application of
Procedures Required" Upon application for benefits made by a Participant or
Beneficiary, the Plan Committee shall determine, no later than ninety (90) days
after receipt of the claim, whether or not the benefits applied for shall be
denied either in whole or in part and so notify the applicant in writing. If
benefits applied for are denied either in whole or in part, the following
provisions shall govern:
(a) Notice of Denial. The Plan Committee, upon its denial of a
claim for benefits under the Plan, shall provide the applicant with the
aforesaid written notice of such denial setting forth:
(i) the specific reason for the denial;
(ii) specific reference to pertinent Plan provisions
upon which the denial is based;
(iii) a description of any additional material or
information necessary for the claimant to perfect the claim;
and
(iv) an explanation of the claimant's right with
respect to the claims review procedure as provided in
subsection (b) of this Section.
(b) Claims Review. Every claimant with respect to whom a claim
is denied shall, upon written notice of such denial, have the right in
the period which expires sixty (60) days after receipt by the claimant
of the aforesaid written notice of denial to:
(i) request a review of the denial of benefits by
written notice delivered to the Plan Committee;
(ii) review pertinent documents; and
(iii) submit issues and comments in writing.
(c) Decision on Review The Plan Committee, upon receipt of a
request for review submitted by the claimant in accordance with
subsection (b), shall conduct a review of its decision, and provide the
claimant with written notice of the decision reached by the Plan
Committee setting forth the specific reasons for the decision and
specific references to the provisions of the Plan upon which the
decision on review is based. Such notice shall be delivered to the
claimant not later than 60 days following the receipt of the claimant's
request, or, in the event that the Plan Committee shall determine that
a hearing is needed, no later than 120 days following the receipt of
such request.
The Plan Committee shall establish and consistently apply procedures
hereunder.
10.9 "Modification of Eligibility Rules" Notwithstanding anything to
the contrary in the Plan, the Compensation Committee shall be authorized to
modify the eligibility requirements and rescind the eligibility of any
Participant if necessary to ensure that the Plans are maintained primarily for
the purpose of providing additional benefits to a select group of management or
highly compensated employees under ERISA.
ARTICLE XI
Arbitration
11.1 "Claims Subject to Arbitration" Any controversy relating to a
claim arising out of or relating to this Plan, including, but not limited to
claims for benefits due under this Plan, claims for the enforcement of ERISA,
claims based on the federal common law of ERISA, claims alleging discriminatory
discharge under ERISA, claims based on state law, and assigned claims relating
to this Plan shall be settled by arbitration in accordance with the then current
Employee Benefit Claims Arbitration Rules of the American Arbitration
Association (the "AAA") or any successor rules which are hereby incorporated
into the Plan by this reference; provided, however, both the Company and the
Participant shall have the right at any time to seek equitable relief in court
without submitting the issue to arbitration.
11.2 "Exhaustion of Plan Remedies First Required" Neither the
Participant (or his beneficiary) nor the Plan may be required to submit any such
claim or controversy to arbitration until the Participant (or his beneficiary)
has first exhausted the Plan's internal appeals procedures set forth in Section
10.8. However, if the Participant (or his beneficiary) and the Company agree to
do so, they may submit the claim or controversy to arbitration at any point
during the processing of the dispute.
11.3 "Costs of Arbitration" The Company will bear all costs of an
arbitration, except that the Participant (or his beneficiary) will pay the
filing fees set by the AAA and the arbitrator shall have the power to apportion
among the parties expenses such as pre-hearing discovery, travel, experts' fees,
accountants' fees, and attorneys' fees except as otherwise provided herein. The
decision of the arbitrator shall be final and binding on all parties, and
judgment on the arbitrator's award may be entered in any court of competent
jurisdiction.
11.4 "Dispute That Claim is Subject to Arbitration" If there is a
dispute as to whether a claim is subject to arbitration, the arbitrator shall
decide that issue. The claim must be filed with the AAA within the applicable
statute of limitations period. The arbitrator shall issue a written
determination sufficient to ensure consistent application of the Plan in the
future.
11.5 "The Location of Arbitration and Selection of the Arbitrators" Any
arbitration will be conducted in accordance with the following provision, not
withstanding the Rules of the AAA. The arbitration will take place in a neutral
location within the metropolitan area in which the Participant was or is
employed by the Company. The arbitrator will be selected by the Plan Committee
from the attorney members of the Commercial panel of the AAA who reside in the
metropolitan area where the arbitration will take place and have at least five
years of ERISA experience. If an arbitrator meeting such qualifications is
unavailable, the arbitrator will be selected from the attorney members of the
National Panel of Employee Benefit Claims Arbitrators established by the AAA.
11.6 "Discovery Rules in Arbitration" In any such arbitration, each
party shall be entitled to discovery of any other party as provided by the
Federal Rules of Civil Procedure then in effect; provided, however, that
discovery shall be limited to a period of 60 days. The arbitrator may make
orders and issue subpoenas as necessary. The arbitrator shall apply ERISA, as
construed in the Federal Circuit in which the arbitration takes place, to the
interpretation of the Plan and the Federal Arbitration Act to the interpretation
of this arbitration provision.
11.7 "Right to Stenographic Record of Proceedings" Any party has the
right to arrange for a stenographic record to be made of the proceedings, and
the parties shall agree which stenographic record shall be the official record.
Either party may make an offer of judgment at any time in accordance with the
procedures of Rule 68 (or its successor) of the Federal Rules of Civil
Procedure. The existence of such an offer is not admissible in any proceeding.
If the monetary award of the arbitrator to a party is less than any monetary
offer to that party plus 20 percent of such offer, then that party receiving
such award shall pay the other party his reasonable attorneys' fees, experts'
fees. accountants' fees and other costs incurred with respect to the arbitration
following the date of the offer of judgment. Such amount is to be deducted from
the award prior to payment. Arbitration is the exclusive remedy for any dispute
between the parties other than equitable relief which either party may seek
through the court system.
ARTICLE XII
Miscellaneous Provisions
12.1 "No Assignment" Neither the Participant, his beneficiary, nor his
legal representative shall have any rights to commute, sell, assign, transfer or
otherwise convey, or hypothecate or pledge, the right to receive any payments
hereunder, which payments and the rights thereto are expressly declared to be
nonassignable and nontransferable. Any attempt to assign or transfer the right
to payments of this Plan shall be void and have no effect.
12.2 "All Benefits Before Payment Subject to Company's Creditors" The
assets from which Participant's benefits shall be paid shall at all times be
subject to the claims of the creditors of the Company before payment to a
Participant and a Participant shall have no right, claim or interest in any
assets as to which such Participant's account is deemed to be invested or
credited under the Plan.
12.3 "Plan Amendment or Termination" The Plan may be amended, modified,
or terminated by the Compensation Committee of the Company in its sole
discretion at any time and from time to time; provided, however, that no such
amendment, modification, or termination shall reduce the value of benefits
credited under the Plan prior to such amendment, modification or termination,
provided such benefits remain non-forfeitable as determined by the terms of the
Plan immediately prior to such amendment, modification or termination and such
benefits are subject to the claims of the Company's creditors as described at
Section 12.2 hereof.
12.4 "Benefits Under This Plan Are Additional to Other Benefits or Pay"
It is expressly understood and agreed that the payments made in accordance with
the Plan are in addition to any other benefits or compensation to which a
Participant may be entitled or for which he may be eligible, whether funded or
unfunded, by reason of his employment by the Company.
12.5 "Company to Withhold Taxes" The Company shall deduct from each
payment under the Plan the amount of any tax (whether federal, state or local
income taxes, Social Security taxes or Medicare taxes) required by any
governmental authority to be withheld and paid over by the Company to such
governmental authority for the account of the person entitled to such
distribution.
12.6 "Distributions Not Compensation for Purposes of Any Other Plan"
Distributions from a Participant's Account shall not be considered wages,
salaries or compensation under any other employee benefit plan.
12.7 "No Promise of Employment" No provision of this Plan shall be
construed to affect in any manner the existing rights of the Company to suspend,
terminate, alter, modify, whether or not for cause, the employment relationship
of the Participant and the Company.
12.8 "Applicable Law" To the extent state law is not preempted by
ERISA, this Plan, and all its rights under it, shall be governed and construed
in accordance with the laws of the State of Tennessee.
12.9 "Binding Affects on Assigns and Successors" This Plan shall be
binding upon the Company, its assigns, and any successor which shall succeed to
substantially all of its assets and business through sale of assets, merger,
consolidation or acquisition.
12.10 "Titles Do Not Prevail" The titles to the Sections of this Plan
are included only for ease of use and are not terms of the Plan and shall not
prevail over the actual provisions of the Plan.
12.11 "Electronic Administration" Notwithstanding anything to the
contrary in the Plan, the Plan Committee may announce from time to time that
Participant enrollments, Participant elections, and the any other aspect of plan
administration may be made by telephonic or other electronic means rather than
in paper form.
<PAGE>
IN WITNESS WHEREOF, the Plan has been executed on the 20th day of
December 1999, but effective as of the 1st day of January, 2000.
DOLLAR GENERAL CORPORATION:
By: Cal Turner, Jr.
Its: Chairman, President and
Chief Executive Officer
ATTEST:
/s/Robert C. Layne
Robert C. Layne
Corporate Secretary
EXHIBIT 5
December 17, 1999
Dollar General Corporation
100 Mission Ridge
Goodlettsville, TN 37072
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I have acted as counsel in the preparation of a Registration Statement
on Form S-8 (the "Registration Statement") relating to the Dollar General
Corporation (the "Corporation") Supplemental Executive Retirement Plan and
Compensation Deferral Plan (the "Plan"), and the obligations to be issued
thereunder (the "Plan Obligations")
In so acting, I have examined and relied upon such records, documents,
and other instruments as in my judgment are necessary or appropriate in order to
express the opinions hereinafter set forth and have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me as originals
and the conformity to original documents of all documents submitted to me as
certified or photostatic copies.
Based upon the foregoing, I am of the opinion that the Plan Obligations
being registered hereunder, when issued or sold in accordance with the Plan,
will be valid and binding obligations of the Corporation, enforceable in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability relating to or
affecting enforcement of creditors' rights or by general principles of equity.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Robert C. Layne
Robert C. Layne
Corporate Secretary
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Dollar General Corporation on Form S-8 of our report dated February 23, 1999,
appearing in the Annual Report on Form 10-K of Dollar General Corporation for
the year ended January 29, 1999.
/s/ Deloitte & Touche, LLP
DELOITTE & TOUCHE, LLP
Nashville, Tennessee
December 20, 1999
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 5, 1997 relating to the
financial statements as of January 31, 1997 and the year then ended, which
appear in Dollar General Corporation and Subsidiaries' Annual Report on Form
10-K for the year ended January 29, 1999.
/s/ PricewaterhouseCoopers
PricewaterhouseCoopers LLP
December 20, 1999
