[GRAPHIC - LOGO - DOLLAR GENERAL CORPORATION]
DOLLAR GENERAL CORPORATION
PROXY SERVICES
P.O. BOX 9142
FARMINGDALE, NY 11735-9769
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day before the
cut-off date or meeting date. Have your proxy card in hand when you access the
web site. You will be prompted to enter your 12-digit Control Number which is
located below to obtain your records and to create an electronic voting
instruction form.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59
P.M. Eastern Time the day before the cut-off date or meeting date. Have your
proxy card in hand when you call. You will be prompted to enter your 12-digit
Control Number which is located below and then follow the simple instructions
the Vote Voice provides you.
VOTE BY MAIL
Mark, sign, and date your proxy card and return it in the postage-paid envelope
we have provided or return it to Dollar General Corporation, c/o A D P, 51
Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN
BLUE OR BLACK INK AS FOLLOWS: DOLLAR KEEP THIS PORTION FOR YOUR RECORDS
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VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DOLLAR GENERAL CORPORATION
Proposal 1 - Election of Directors
To elect ten directors to serve until the next Annual Meeting and until their
successors are elected and qualified:
01) Dennis C. Bottorff, 02) Barbara L. Bowles, 03) James L. Clayton,
04) Reginald D. Dickson, 05) E. Gordon Gee, 06)John B. Holland,
07) Barbara M. Knuckles, 08) Cal Turner 09) David M. Wilds, and
10) William S. Wire, II
For Withold For all To withhold authority to vote, mark "For All Except"
All All Except and write the nominee's number on the line below
[ ] [ ] [ ] ----------------------------------------------------
Board of Directors Recommends a vote "AGAINST" Proposal 2
Proposal 2 - To consider and act upon one shareholder proposal regarding equal
employment opportunity information
For Against Abstain
[ ] [ ] [ ]
Board of Directors Recommends a vote "FOR" Proposal 3
Proposal 3 - Ratification of the appointment of Ernst & Young LLP as
independent public accountants
For Against Abstain
[ ] [ ] [ ]
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Signature (PLEASE SIGN WITHIN BOX) Date Signature (JOINT OWNERS) Date
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 20, 2002
The Annual Meeting of Shareholders (the "Annual Meeting") of Dollar General
Corporation (the "Company") will be held in the Goodlettsville City Hall
Auditorium, 105 South Main Street, Goodlettsville, Tennessee on February 20,
2002, at 10:00 a.m. local time for the purposes stated on the reverse side.
Only shareholders of record at the close of business on January 11, 2002, are
entitled to notice of and to vote at the Annual Meeting. Your attention is
directed to the proxy statement accompanying this notice for a more complete
statement regarding matters to be acted upon at the Annual Meeting.
By order of the Board of Directors,
/s/ Larry K. Wilcher
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Larry K. Wilcher
General Counsel and Corporate Secretary
Whether or not you expect to be physically present at the Annual Meeting, please
vote your proxy as soon as possible. You may vote your proxy electronically or
by phone according to the instructions on the enclosed card, or sign, date and
return the enclosed printed proxy card in the enclosed business reply envelope.
No postage is necessary if the proxy is mailed within the United States. You may
revoke the proxy at any time before it is voted.
DOLLAR GENERAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
The undersigned shareholder of Dollar General Corporation, a Tennessee
corporation (the "Company"), hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders and Proxy Statement, dated January 14, 2002, and hereby
appoints Cal Turner and Larry K. Wilcher, or either of them, proxies and
attorneys-in-fact, with full power to each of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the Annual Meeting of
Shareholders of Dollar General Corporation to be held on February 20, 2002, at
10:00 a.m. local time, in the Goodlettsville City Hall Auditorium, located at
105 South Main Street, Goodlettsville, Tennessee and at any adjournment(s)
thereof, and to vote all shares of Common Stock which the undersigned would be
entitled to vote if then and there personally present, on the matters set forth
on the reverse side of this proxy card.
(Continued and to be signed on the reverse side)