To:
Re:
Dollar General Employees
From: David Perdue, Chairman and CEO
Date: February 2007
Code of Business Conduct and Ethics
Attached is the revised Code of Business Conduct and Ethics as approved by our Board of Directors. Our Company’s integrity is our most valuable asset. I expect you to familiarize yourself with the Code and to conduct yourself in accordance with the strict ethical standards required of every Dollar General employee.
I encourage you to contact the Employee Response Center or other person designated in the Code if you have any questions regarding the Code or how to proceed in a particular situation. For various matters, the Code requires disclosure to, and in some cases approval by, particular persons identified in the Code, such as Internal Audit, our Board of Directors or the
VP of your business unit. It is your responsibility to ensure that you have promptly and thoroughly disclosed and, where necessary, received approval of any and all such matters. Note that disclosing a matter does not absolve you from obtaining the appropriate approval or waiver where it is required.
Please thoroughly and carefully complete the certification and disclosure form, found immediately following the Table of Contents, and return it to the Imaging Department in
Integrity Place.
Please be sure to include your social security number , as the form cannot be processed without it.
I appreciate your commitment to integrity.
* * * *
Failure to complete the certification and disclosure form is cause for disciplinary action up to and including termination of employment, as is any failure to comply with the
Code.
This Code replaces all previously distributed editions. You should throw away any outdated
Code immediately. If you need additional copies, please contact the Forms Hotline at 1-700-200-
1234, extension 4175. The document number is DGP-K-11M.
Return the completed certification form to the Imaging Department immediately.

TABLE OF CONTENTS
Introduction ..................................................................................................................................... 1
Where to go for Answers ................................................................................................................ 2
Responsibility for Monitoring and Enforcing the Code ................................................................. 2
Disciplinary Action ......................................................................................................................... 2
Confidential Information ................................................................................................................ 3
Conflicts of Interest......................................................................................................................... 4
Corporate Opportunities.................................................................................................................. 7
Compliance with Law ..................................................................................................................... 7
Fair Dealing .................................................................................................................................. 11
Financial Reporting and Accounting ............................................................................................ 12
Protection and Use of Assets ........................................................................................................ 13
Selection of Ethical Vendors ........................................................................................................ 14
Waivers and Amendments ............................................................................................................ 15
Reporting Illegal or Unethical Behavior ....................................................................................... 15
Contact Information ...................................................................................................................... 16

CERTIFICATION & DISCLOSURE FORM
I certify that:

I have read the Dollar General Code of Business Conduct and Ethics.

I will comply with the Code’s requirements and with the rules, regulations and laws of federal, state and local governments applicable to Dollar General.

I will immediately report any information concerning a possible Code violation to the
Employee Response Center, or through any other means designated in the Code or, if I feel the need to remain anonymous, to the Whistleblower Hotline.

I have listed below (or on an attached page) all positions I hold as owner, director, officer, employee or partner of any business or organization other than Dollar General
(whether for profit or not-for-profit) and all potential conflicts of interest (explained on pages 4-7 of this Code) I may have with Dollar General, regardless of whether or not the potential conflict has been previously disclosed to or approved by my supervisor or any other Dollar General personnel. If I leave the space below blank, I certify that I have nothing to report.

I have listed below (or on an attached page) all ethical concerns about which I feel Dollar
General should be made aware, if any. If I leave the space below blank, I certify that I have no ethical concerns to report that have not been previously reported through one of the methods identified in the Code.
I understand and agree that:

The Code represents Company policy.
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My signature is a requirement of my employment with or service to Dollar General.

I can be disciplined for a Code violation and can lose my job even for a first offense.
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Nothing in the Code is intended to create an express or implied contract of employment, and the maintenance of the Code does not modify the employment-atwill relationship with Dollar General.
Signature Date Position
Print Name Social Security Number

Dollar General’s values dictate conduct of the highest moral, ethical and legal standards in pursuing our business interests. We expect all Board members and employees to observe those standards and have designed this Code of Business Conduct and Ethics to promote:

Honest and ethical conduct, including the disclosure and ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
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Adherence to the highest standards of loyalty, candor and care in all matters relating to our shareholders and our business;
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The protection and proper use of our property and assets and confidential information obtained in the course of employment;
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Fair dealing with our customers, vendors, competitors and employees;
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Full, fair, accurate, timely and understandable disclosure in reports and documents filed with the Securities and Exchange Commission (SEC) and in other public communications;
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Compliance with laws, rules and regulations applicable to Dollar General, including without limitation insider trading laws;

Prompt internal reporting of violations or suspected violations of this Code or other unethical or illegal behavior; and

Accountability for adherence to this Code, including prompt and consistent action against persons who violate the Code.
This Code applies to all Board members and employees of Dollar General Corporation and its subsidiaries and affiliated entities. Note that while there is some overlap between the subjects addressed in this Code and those addressed in the Employee Handbook and in other policies and procedures, each of those materials serves a unique purpose and you should thoroughly read, understand and comply with all of them.
As a condition of your employment, you are required to complete, sign and submit a
Certification & Disclosure Form. You also may be requested to review the Code and complete the Certification & Disclosure Form on an annual basis. The head of the Internal Audit
Department will submit a report to the Board of Directors or an appropriate committee of the
Board regarding any material ethical or legal issues disclosed on those Forms.
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Ethical standards are easy to state but often hard to apply. While this Code cannot cover every issue that may arise, it does set out basic principles to guide you. The Employee Response
Center (ERC) or one of the people designated in this Code usually should be the first person to consult if you have a question regarding any provision of this Code or any law, rule or regulation applicable to Dollar General. We have identified in various Code sections the appropriate persons to consult regarding interpretations of specific subjects and the appropriate persons from whom approval must be obtained for specified matters. Board members generally should consult the General Counsel regarding this Code or any applicable law, rule or regulation. Please note that disclosing a matter does not absolve you from obtaining the appropriate approval or waiver where it is required.
The Board of Directors approves this Code, taking into consideration the recommendations of the Nominating & Corporate Governance Committee. The Board is responsible for the general oversight of the Code. The Audit Committee will assist the Board with its oversight of the portions of the Code entitled “Compliance with Law—Securities Laws” and “Financial Reporting and Accounting.” The Nominating & Corporate Governance
Committee will determine whether to grant any waivers of the Code to our Board members or officers, as well as assist the Board with its oversight of the remaining portions of the Code.
Senior officers of Dollar General are responsible for monitoring and enforcing this Code within their areas of responsibility, but all managers are expected to build and maintain a culture of compliance by:

Personally leading compliance efforts through frequent meetings with direct reports and regular monitoring of compliance matters and programs;
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Leading by example, using their own behavior as a model for all employees;
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Emphasizing that ethics and legal compliance absolutely will not be compromised to obtain business results;
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Encouraging employees to raise their integrity questions and concerns; and
 Considering an employee’s conduct in promoting and complying with Dollar General policies as part of performance evaluations and reviews.
Dollar General intends to consistently enforce the policies and standards in this Code through appropriate disciplinary mechanisms. Conduct that violates this Code or any applicable law, rule or regulation may subject the persons involved to prosecution, imprisonment or fines.
Dollar General also may be subject to prosecution, fines and other penalties for the improper conduct of our employees. Any violation of this Code or any applicable laws, rules or regulations, including the failure to report a violation, is cause for disciplinary action up to and including termination of employment. The appropriate form of discipline will be case-specific and fairly applied.
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You must maintain the confidentiality of confidential information entrusted to you by
Dollar General or our vendors or customers. Under no circumstances may you reveal confidential information to anyone within Dollar General who does not have a business need to know or to any third party unless legally required or authorized by the General Counsel. This policy applies even after you are no longer employed by Dollar General. Whenever feasible, you should consult with the General Counsel if you believe that you have a legal obligation to disclose confidential information. Confidential information includes all non-public information that might be of use to our competitors or harmful to Dollar General or our customers if disclosed or that a reasonable investor would find useful in making a decision to buy, sell or hold securities. Confidential information also is all non-public information of others that Dollar
General has agreed to keep confidential or that Dollar General is not authorized to disclose.
You should take every practicable step to preserve Dollar General’s confidential information. To avoid unintended disclosures, it is important that you take the following steps:

Do not discuss or read confidential information in public places such as elevators, hallways, restaurants, airplanes, taxicabs or social gatherings;
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Avoid use of speakerphones in areas where unauthorized persons may overhear conversations;
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Avoid use of mobile phones or other means of communication that may be intercepted; and
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Exercise care to avoid placing documents containing confidential information in areas where they may be read by unauthorized persons, to store such documents in secure locations when they are not in use and to shred or otherwise discard of such documents (when eligible for destruction in accordance with Dollar General policy) in a manner so that they cannot practicably be read or reconstructed.
If you terminate employment at Dollar General, you must immediately return to your supervisor all originals and copies of Dollar General property, documents and media containing confidential information, and you may not retain any confidential information.
In addition to the business need to protect our confidential information, the federal securities laws prohibit selective disclosure of material nonpublic information. To aid compliance with this law, Dollar General has designated certain employees as the only persons who are permitted to communicate publicly on behalf of, or with respect to matters concerning,
Dollar General. If you have not been notified by Dollar General’s Disclosure Committee or the
Chief Executive Officer that you are one of these designated persons, and you receive an inquiry from a member of the investment community, the press or any other outside individual or entity, you should refer the inquiry to the Senior Director of Investor Relations or the Senior Director of
Corporate Communications (or persons holding equivalent positions).
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You must avoid conflicts of interest with Dollar General and promptly and completely disclose, in writing, to the head of the Internal Audit Department each situation as it arises that may involve a potential conflict (Board members should instead disclose potential conflicts to the General Counsel or the Corporate Secretary who will facilitate consideration by the Board or an appropriate committee). You must make this disclosure even if you have obtained the approval of your supervisor.
A “conflict of interest” exists when your private interest interferes in any way—or could even reasonably appear to interfere—with the interests of Dollar General. This could arise directly or indirectly, such as when your family members or one of their businesses proposes to conduct business with Dollar General. You must not take any actions or have any interests that may make it difficult to perform your work for Dollar General objectively and effectively. In addition, neither you nor any member of your family may receive improper personal benefits as a result of your position with Dollar General. Although it is impossible to prepare a list of all potential conflicts of interest, the following guidelines cover some common situations. The guidelines below may be, but are not automatically, conflicts of interest, and they may not be entered into or exist without full and timely disclosure to and approval by the person or persons identified in each specific situation below. Approval by the person or persons identified below may be given only where the situation is determined not to be a conflict of interest, and such approval shall not be deemed a waiver of the Code. If the situation is determined to be a conflict of interest, a waiver may be granted only by the head of the Internal Audit Department or the
General Counsel or, in situations involving officers or Board members, only by the disinterested members of the Board or by the Nominating & Corporate Governance Committee.

Outside Employment . While working for Dollar General, you may not serve as an employee, officer, director or consultant for a competitor or vendor or as a consultant to an investment firm without approval of the head of the Internal Audit Department or, in the case of officers and Board members, without approval of the Board or the
Nominating & Corporate Governance Committee. To request this approval, contact the head of the Internal Audit Department. This prohibition shall not apply to such service by non-employee Board members with a vendor. However, non-employee
Board members must disclose such service to the Corporate Secretary so that the
Board may consider the impact, if any, on the director’s independence. A finding by the Board that such service by a non-employee director with a vendor does not impair a director’s independence will also be deemed a finding that no conflict of interest exists. If you are aware that any of your family members serves as an employee, officer, director or consultant to any known competitor or vendor of Dollar General, you must disclose such service in writing to the Internal Audit Department.
Employees also may not have any other outside employment or actively engage in another business or other activity (including charitable and political activities) that materially diverts their time, attention or energy away from the performance of their duties except with approval from their supervisor.
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For purposes of this conflict of interest policy, your family means your spouse, parents, stepparents, children, stepchildren, siblings, mothers-inlaw, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law, whether by blood or adoption, and anyone (other than an unrelated domestic employee) who shares your home.


Transactions with Relatives or Related Entities . You may not make, or attempt to improperly or unduly influence, any decision relating to any business transaction between Dollar General and you, any of your family members or any business of which you or, to your knowledge, any of your family members is an owner, director, officer, partner, employee or consultant. If you know that your family members or any of their businesses conduct or seek to conduct business with Dollar General, you must disclose that fact and your relationship in writing to the head of the Internal
Audit Department or, for Board members, to the Corporate Secretary. Charitable contributions are not considered business transactions for this purpose.
● Transactions with Former Employees . You may not do business on behalf of Dollar
General with a former Dollar General employee without full disclosure and express written permission from the head of the Internal Audit Department or until one year after the former employee’s separation from Dollar General.
● Financial Interests in Competitors and Vendors . You may not own a material financial interest in a vendor or competitor of Dollar General without full disclosure and written approval from the Board of Directors or the Nominating & Corporate
Governance Committee. To obtain this approval, please contact the head of the
Internal Audit Department (Board members should contact the Corporate Secretary).
The Board or a duly authorized committee of the Board has the sole and exclusive authority to determine which interests and relationships constitute a “material financial interest” for this purpose. However, ownership of less than 1% of a publicly held vendor or competitor will not be deemed to be a material financial interest for this purpose.

Gifts and Entertainment . Neither you nor your family members may accept gifts or entertainment from an actual or potential competitor, vendor or customer where the gift or entertainment could reasonably create the appearance of a conflict of interest, be deemed to affect your judgment or actions in the performance of your duties, or create an obligation to the giver while compromising Dollar General’s business interests. The acceptance of gifts (other than money) having no more than a nominal value or entertainment that is customarily offered to others having a similar relationship with the giver and is not reasonably viewed as lavish or excessive are not prohibited so long as the gift or entertainment does not otherwise create the appearance of a conflict of interest or obligation to the giver, or could not otherwise be deemed to affect your judgment or actions in the performance of your duties.
Under no circumstances may you accept trips, accommodations, airfare or the like from any vendor (except as set forth below, however, regarding business-related meetings, conventions or conferences). Acceptance of reasonable samples, advertising or promotional materials is not prohibited so long as they are nominal in value. Meals associated with a business purpose are acceptable if reasonable in cost, appropriate as to time and place and occasional in nature. Under no circumstances may you or your family members accept any money or loan from a vendor, customer or competitor of Dollar General, except for bona fide loans made by financial institutions offering like loans to third parties under similar terms in the ordinary
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For purposes of this conflict of interest policy, your family means your spouse, parents, stepparents, children, stepchildren, siblings, mothers-inlaw, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law, whether by blood or adoption, and anyone (other than an unrelated domestic employee) who shares your home.

course of their business. Report any gifts or entertainment in violation of this policy to the head of the Internal Audit Department and return the gift to the sender. When in doubt as to whether or not a proposed gift or entertainment could create the appearance of a conflict of interest, consult with the head of the Internal Audit
Department or the General Counsel.

Business-Related Meetings, Conventions or Conferences . You may accept invitations to out-of-town business-related meetings, conventions and conferences where a current or potential vendor will pay some or all of the expenses necessary to attend the meeting, convention or conference (such as seminar fees, hotel and travel expenses and the costs of meals) if all of the following apply:

Other (non-Dollar General) guests have been invited at the expense of the host or sponsor to the event or to similar events;

The expense is reasonable, given the nature of the event, and not reasonably viewed as lavish or excessive;

There is a benefit to Dollar General derived from attendance which relates to your job responsibilities; and

The invitation is approved in advance by the Vice President in charge of your business unit (officers must seek the approval of the officer to whom they report and the CEO must seek the approval of either the Chairman of the Nominating
& Corporate Governance Committee or the Presiding Director).
You may not attend more than an aggregate of two out-of-town business-related meetings, conventions or conferences per year at the expense of a vendor without
CEO approval. In addition, the vendor may not pay some or all of your spouse’s expenses without CEO approval. You must submit promptly to the Corporate
Secretary the name, date and location of the conference, the name of the vendor paying the expenses, the business purpose, and the amount and type of expenses paid by the vendor so that management may submit an annual report to the
Nominating & Corporate Governance Committee.
Note that you generally can attend local business-related meetings at the expense of a vendor if it would otherwise be acceptable under the Gifts and Entertainment provisions noted above.

Personal Loans made by Dollar General . Dollar General may not make a personal loan to you or your family members or guarantee a personal obligation of yours or of your family members except under guidelines as may be approved by the Board of
Directors or a committee of the Board. Federal law does not allow Dollar General to extend or arrange credit in the form of a personal loan to our Board members or executive officers, with certain exceptions. Accordingly, such persons may not accept or authorize such extensions of credit to other Board members or executive officers except under the circumstances allowed by federal and, where applicable, state law.
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For purposes of this conflict of interest policy, your family means your spouse, parents, stepparents, children, stepchildren, siblings, mothers-inlaw, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law, whether by blood or adoption, and anyone (other than an unrelated domestic employee) who shares your home.


Compensation from non-Company Sources . Board members may not accept compensation (in any form) for services performed for Dollar General from any source other than Dollar General.
For purposes of this conflict of interest policy, your family means your spouse, parents, stepparents, children, stepchildren, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law, whether by blood or adoption, and anyone
(other than an unrelated domestic employee) who shares your home.
You owe a duty to Dollar General to advance our legitimate interests when the opportunity arises. You are prohibited from taking for yourself personally opportunities that are discovered through the use of Dollar General property, information or position, and you may not directly or indirectly compete with Dollar General for business opportunities, in each case except after full disclosure and as authorized in advance by the disinterested directors of the Board of
Directors or a duly authorized committee of the Board. To obtain this approval, contact the head of the Internal Audit Department (Board members should contact the Corporate Secretary). You also may not use Dollar General property, information, or position for improper personal gain.
While Dollar General must compete vigorously in our highly competitive business environment, we must do so in compliance with applicable laws and regulations, as well as with our own internal control policies. The failure of employees to strictly adhere to the letter and the spirit of the law could result in both personal and corporate criminal liability. The following briefly outlines several areas of the law that are the most frequent sources of personal or corporate civil and criminal liability in our business. The list is not intended to be either exhaustive or definitive. Instead, it is designed to alert you to problems you may face and enable you to know when you should obtain guidance from experienced legal counsel. In the event you have any concern whatsoever that your conduct or the conduct of others may result in personal or corporate liability, seek specific guidance and advice from the Law Department.
Antitrust and Anti-Boycott Laws
. It is Dollar General’s goal to compete on the basis of free competition and to provide our customers with the best products at a fair price. The antitrust laws of the United States and the trade laws of most countries and states in which we do business state that in order to make competition free, open and fair to consumers we must not:

Fix or control prices with competitors;

Divide up territories or markets;

Limit the production or sale of products;

Illegally boycott certain suppliers or customers;

Unfairly control or restrict trade in any way;
 Restrict a competitor’s marketing practices; or

Disparage a competitor or mislead a customer.
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You may not discuss products, pricing or markets with competitors under any circumstances. You also should not attempt to learn of a competitor’s non-public pricing plans from anyone. Any attempt by a competitor to discuss pricing plans, products or markets should be immediately stopped and promptly reported to the Law Department. You also should inform the competitor that you are not permitted to discuss such issues. Violations of the antitrust laws can result in criminal and civil penalties against both you and Dollar General.
In addition, the federal anti-boycott laws generally prohibit Dollar General from participating in international boycotts or from furnishing any information that relates to Dollar
General relations with boycotted countries. Requests to participate in boycotts or to furnish information in connection with a boycott are often found in contracts, invoices, shipping documents or letters of credit involving the boycotting countries. Those documents also may contain contractual terms that require compliance with or the observance of the laws of the boycotting country. Acceptance or execution of these types of documents could be construed as
Dollar General’s participation in the boycott. In many circumstances, it is illegal to use documents that have these terms even if you protest them or if they are part of standard forms.
These laws are extremely complex and provide for criminal penalties, both for Dollar General and our employees. Contact the Law Department immediately if you receive any survey, order or other document that you think may have anti-boycott implications.
Securities Laws . The securities laws are both stringent and complicated. Violations of securities laws may result in a substantial fine against Dollar General. Also, employees may be subject to large fines, triple damages based on unlawful profits, and a lengthy jail term. These violations also often result in substantial reputational injuries and damage to shareholders. You should be familiar with the restrictions discussed below, along with our Insider Trading Policy, and contact the Law Department with any questions.
We expect you to comply with “insider trading” prohibitions. You may not use material, non-public information about Dollar General or any of our vendors or customers when buying or selling securities, and must not intentionally or inadvertently make that information available to others who might profit from it. To avoid violations, you should follow these specific guidelines:

Never buy or sell Dollar General securities (e.g., stock) if you have material, nonpublic information regarding the Company (whether or not you are using or relying on that information), unless the purchase or sale is made pursuant to an effective trading plan adopted while you were not in possession of material, non-public information and that has been pre-approved by the General Counsel;

Never buy or sell securities of any other company (such as a vendor) if you have material, non-public information regarding that company that you learned in the course of your employment with Dollar General;

Avoid recommending or suggesting to another to buy or sell stock in Dollar General or another company if you possess material, non-public information; and

Avoid discussing non-public information in public places such as elevators, airplanes, taxis or restaurants where discussions might be overheard.
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Information is “material” if an investor might consider it important in deciding whether to buy, sell or hold securities or if it could reasonably be expected to affect the price of the securities. Information about the following, for example, could be material: earnings results, mergers, major asset sales, dividends, stock splits, management changes, major litigation, establishment of a securities repurchase program, significant contracts, new products or developments regarding customers or suppliers, and change in or disagreements with auditors.
Information is “non-public” unless it has been adequately disclosed to the public.
Examples of effective disclosure include press releases, annual reports to shareholders, reports to the SEC (e.g., reports on Forms 10-K, 10-Q and 8-K), registration statements, and proxy materials. Any questions regarding whether information is material or non-public, or whether there has been an inadvertent disclosure of such information, should be directed immediately to the General Counsel.
To minimize the risk or appearance of insider trading, Dollar General has established a trading calendar that prohibits trading by certain persons in our securities at specified times in addition to any other time those persons may possess material, non-public information. In addition, certain persons must pre-clear transactions in Dollar General securities by submitting a
Pre-Clearance Authorization Form to the General Counsel who will promptly approve or deny the request. You will be notified if you are subject to the trading calendar and/or the preclearance requirements. These restrictions will not apply to securities covered by trading plans adopted at a time in which the employee is not in possession of material, non-public information and during an open “window” period, as long as those plans are pre-approved by the General
Counsel.
In addition to the insider trading prohibitions discussed generally above, our Board members and officers have certain other responsibilities arising under the federal securities laws regarding their transactions in Dollar General securities. Some specific requirements are contained in Section 16 of the Securities Exchange Act of 1934, and the related rules and regulations promulgated thereunder, and Rule 144 of the Securities Act of 1933. Those restrictions have been communicated to these persons separately. However, compliance with those rules is part of Dollar General’s policy of full compliance with all applicable laws governing securities.
As discussed above under “Confidential Information,” only authorized personnel of
Dollar General are permitted to respond to inquiries from the media, the financial community, investors and others, and you must promptly refer all these inquiries to the Senior Director of
Investor Relations or the Senior Director of Corporate Communications (or persons holding equivalent positions).
Employment Laws . Dollar General supports a policy of equal employment opportunity for all qualified individuals, regardless of age, sex (including pregnancy, childbirth and related conditions), race, color, religion, national origin, disability, citizenship status or any other characteristic protected by law. Dollar General also is committed to providing a workplace that is respectful to all employees and free from all forms of harassment. Harassment (including, but not limited to, sexual harassment and intimidation) occurs when unwelcome conduct creates a
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hostile or offensive environment or is implied to be a factor in employment or advancement decisions. Dollar General applies the same policy of non-discrimination and non-harassment to our vendors and customers.
Dollar General expects that all relationships among persons in the work environment will be business-like and free of bias, prejudice and harassment. We will not tolerate actions, comments, inappropriate physical contact, sexual advances or any other conduct that is intimidating or otherwise offensive or hostile. Dollar General will not tolerate violent acts or threats of violence on Dollar General premises or while engaged in Dollar General business.
Dollar General also is committed to fairness and mutual respect, and providing competitive compensation, benefits and training opportunities. Performance evaluations and decisions about compensation and promotion will be based on merit and objective measures without favoritism.
You are encouraged to contact the ERC at 1-888-237-4114 or Employee Relations for further information on your rights and obligations or to report a violation of this policy. You may also contact ADR at 1-800-297-5527 to report or discuss discrimination, harassment, demotion, termination and final counseling concerns. Dollar General prohibits unlawful retaliation against an employee based upon the employee’s reporting of perceived discrimination or harassment.
At-Will Employment . Unless otherwise agreed in a writing signed by an officer of Dollar
General and subject to any applicable law, each employee is employed by Dollar General on an at-will basis. This means that employment is not guaranteed for any specific duration of time and
Dollar General retains the right to terminate an individual’s employment at any time with or without cause. No oral representations made by any Dollar General employee with respect to continued employment can alter this relationship.
Health and Safety Laws . Dollar General is committed to providing a work environment that strives to protect employee health and safety. Dollar General’s facilities are subject to permits and authorizations that describe in detail the conditions under which the facilities can be legally operated. It is Dollar General’s policy to comply fully with the lawful terms and conditions of all permits and authorizations.
Dollar General also accepts responsibility for leadership in safety and health matters and for providing safeguards to ensure safe conditions and to correct unsafe conditions brought to our attention by employees. Supervisors are responsible for developing proper attitudes toward safety and health in themselves, and in those they supervise, as well as for ensuring that all operations are performed with the utmost regard for the safety and health of all employees.
Supervisors must take immediate action to correct any unsafe condition or behavior. All employees have a responsibility to learn the safety procedures applicable to their jobs and to follow them. In addition, employees have the right not to perform work tasks that can reasonably be viewed as unsafe. Retaliation of any kind is prohibited against any employee who reasonably exercises this right.
The health and safety laws are detailed and complex. Contact the Law Department if you encounter an issue with which you are unfamiliar.
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Environmental Laws
. It is Dollar General’s policy to comply with all applicable environmental laws. Employees must promptly report improper handling or disposal of regulated materials or chemical wastes. Employees also must report potential violations of law or damage to ground, air or water resources. Contact the Law Department if you have any questions about any environmental law that may impact your duties at Dollar General.
Bribery and Questionable Payments . The Foreign Corrupt Practices Act prohibits the payment or offering of anything of value directly or indirectly to a foreign government official, political party, party official or candidate. In addition, payment (other than for purchase of a product or procurement of a service) or giving a gift, credit, service or anything else of other than token or nominal value to vendors or customers or their agents, employees or fiduciaries may constitute a commercial bribe, which may be a violation of federal or state law, and is prohibited.
No person is authorized to pay any bribe or make any other illegal payment on behalf of Dollar
General, no matter how small the amount. Cash payments may never be made to employees of competitors, vendors or customers. Also, no person shall use Dollar General funds, directly or indirectly, for contributions of any kind to any political party or committee in the United States
(except where permitted by federal law) or to any candidate for or holder of any federal office.
Dollar General contributions may be made to political parties, or to any candidate for or holder of any state or local office, when permitted by applicable law. Contact the Law Department immediately if you become aware of any potential violation of or intent to violate this policy.
Other Laws . In order to be relatively short and readable, we have not attempted to list the many laws and regulations that may govern our business. For instance, Dollar General also must comply with wage and hour laws, customs and import regulations, and food and drug regulations, among others. Most of these are addressed in other Dollar General policy and procedures manuals or the Employee Handbook. You are expected to be familiar with any significant laws or regulations governing your areas of responsibility. If you have questions regarding these laws or regulations, contact the Law Department. Remember, it is your responsibility to contact the Law Department whenever you have questions as to the legality of any conduct regarding Dollar General.
You are expected to deal fairly with Dollar General’s actual and potential customers, vendors, competitors and employees. You may not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice when conducting Dollar General business.
Dollar General also does not condone the use of competitors’ or other third parties’ confidential information which has been obtained, directly or indirectly, by improper means such as misappropriating confidential information, bribing, contacting a competitor’s employees or misrepresenting the fact that you are an employee of a competitor. Dollar General will compete solely on the merits of our products and services, and will not engage in any form of unfair competition. You should be accurate and truthful in all dealings with customers and be careful not to misrepresent the quality, features or availability of our products.
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Dollar General’s commitment to integrity and ethical conduct applies equally to our internal and external financial reporting standards and to our internal control environment. Dollar
General’s financial and accounting records serve as a basis for managing our business, informing our shareholders, and complying with tax and financial reporting requirements. We must comply with all applicable financial reporting, accounting and controls regulations applicable to us.
We must comply at all times with generally accepted accounting principles (“GAAP”) and Dollar General’s internal controls. To this end, we must maintain a high standard of accuracy and completeness in the documentation and reporting of financial records. All financial information including assets, liabilities, equity, revenues, reserves and expenses of Dollar
General are to be entered accurately in the regular Dollar General books, records and other documents. These books, records and documents also must accurately reflect and properly describe the transactions they record. All employees are responsible for ensuring the accuracy and reliability of Dollar General’s accounts. As a result, all employees are responsible for following Dollar General policies and procedures for carrying out and reporting business transactions and related authorization controls, including appropriate schedules of authorization controls. As with many other areas of this Code, it is impossible to provide for every possible scenario, but the following should address some common areas of concern:

The existence or creation of any undisclosed, secret or unrecorded funds, assets or liabilities is prohibited;
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No payment on behalf of Dollar General may be approved or made with the intention or understanding that any part of the payment is to be used for purposes other than those described by the documents supporting the payment;
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No false or fictitious entries may be made in the financial statements or underlying financial records and no employee may engage in any arrangement that results in such an act;
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The use of Dollar General assets or funds for purposes other than those specifically authorized by management is prohibited;
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No person may use, authorize or condone the use of “off the books” bookkeeping, secret accounts, unrecorded bank accounts, “slush” funds, falsified books, or any other means that could be utilized to distort Dollar General’s accounts, records or reports; and
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No false, fictitious or misleading accounting entry may be made to conceal or disguise any unlawful or questionable payment. A false, fictitious or misleading accounting entry includes one that is not posted to the proper account.
In addition, no person shall take any action to coerce, manipulate, mislead or fraudulently influence Dollar General’s independent auditors or internal auditors that could result in rendering
Dollar General’s financial statements materially misleading. Also, no person shall request any customer, vendor or creditor to provide false or misleading confirmations or information to
Dollar General’s independent auditors or internal auditors.
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Because we are a public company, owned by shareholders, our SEC filings and other public communications must contain, without fail, full, fair, accurate, timely and understandable disclosure. You may be called upon to provide necessary information to ensure our public reports and communications contain appropriate disclosures. For example, Dollar General must report periodically in our SEC filings any known trends, demands, commitments, events or uncertainties that might significantly impact the business. You should discuss any such matters of which you are aware with someone in the Finance Department (the CFO, Controller, Director of Financial Reporting, etc.). We expect you to take this responsibility very seriously and to provide prompt, accurate answers to inquiries related to our public disclosure requirements.
If you have any concerns or complaints about improper or questionable record keeping, accounting, accounting controls, or auditing matters at Dollar General, discuss them with your supervisor. If your concern or complaint is not adequately addressed, report the matter in the following order until it is adequately addressed: your Employee Relations representative, the
Controller, the CFO, the head of the Internal Audit Department, the General Counsel, and the
Audit Committee. You may always bypass any level of this hierarchy when necessary, or you may bypass it entirely and contact the Audit Committee, if you feel that is appropriate, by sending a letter, marked “Confidential” to the Audit Committee Chairman in care of the General
Counsel. You may always report your concern or complaint anonymously to any person listed above or through the Whistleblower Hotline. Your comments will be treated confidentially except to the extent necessary for the protection of Dollar General’s interests or to comply with any applicable law, rule or regulation or order of any judicial or governmental authority.
You should endeavor to protect Dollar General’s assets and ensure their efficient use.
Theft, carelessness and waste have a direct impact on Dollar General’s profitability. Any suspected incident of fraud or theft should be reported immediately to your supervisor, the next higher level of management where necessary, or the Shrink Tip Hotline.
Dollar General purchases equipment, tools and supplies for the specific purpose of conducting Dollar General business. Unauthorized removal of Dollar General property from
Dollar General’s facilities is a violation of Dollar General policy and may be a violation of the law. Dollar General equipment generally should not be used for non-Dollar General business, though incidental personal use of office equipment and secretarial time is permitted with the consent of your supervisor so long as it does not interfere with conducting Dollar General business. Board members may not use Dollar General assets or information for personal use unless approved by the Chairman of the Nominating & Corporate Governance Committee or as part of a compensation or expense reimbursement program available to all Board members.
Board members who receive this approval must report in the annual director questionnaire the assets used for potential perquisite disclosure in the Company’s annual proxy statement.
Approval of the personal use of Dollar General property in accordance with the terms of this paragraph will not be deemed to be a waiver of this Code. Any improper use of Dollar General’s assets, whether for personal or business purposes, including the misapplication or improper use of corporate or customer funds or property or the unauthorized use or publication of intellectual property, is prohibited and may be unlawful.
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The ethics of a vendor is an important selection factor for awarding Dollar General business. Vendors of Dollar General are expected to:
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Alert Dollar General to circumstances potentially affecting performance, cost, availability or scheduling;
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Not make commitments they cannot meet or exaggerate capabilities;
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Not take unfair advantage of Dollar General;
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Preserve the confidentiality of information obtained in the course of their relationship with Dollar General;
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Understand the importance of providing complete information to Dollar General in order to assist in decision-making, not just to close a sale;
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Be consistent, predictable, trustworthy and cooperative;
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Utilize ethical sales practices;
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Use business courtesies or favors, if at all, to improve the business relationship rather than to create a feeling of obligation or to improperly influence a purchase decision;
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Respect the intellectual property and other legal rights of third parties;
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Fully comply with all applicable laws, rules and regulations in each jurisdiction in which they do business, including foreign countries;
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Attest that they are not a named subject in a pending criminal proceeding (excluding minor offenses) and that, in the past 10 years, they have not been convicted in a criminal proceeding (excluding minor offenses). If Dollar General becomes aware that the attestation is false, or if they subsequently are convicted in a criminal proceeding (excluding minor offenses), Dollar General will discontinue the business relationship subject to contractual and other restrictions and considerations;
 Manufacture the products sold to Dollar General consistent with Dollar General’s policies, which may be more stringent than required by national law in the country of manufacture;
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Stand behind the products and/or services they provide to Dollar General; and
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Comply with other standards and policies required by Dollar General of our vendors, such as adherence to Dollar General’s policies regarding discrimination and harassment.
Any employee who suspects or becomes aware that a vendor is not in compliance with these criteria or is otherwise engaging in illegal or unethical conduct is expected to immediately disclose that information to the Internal Audit Department.
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Amendments to this Code may be made only by the Board of Directors or an authorized committee of the Board. Any waiver of the standards set forth in this Code for Board members or executive officers of Dollar General may be made only by the Board of Directors or an authorized committee of the Board and must be promptly disclosed to shareholders to the extent required by law or New York Stock Exchange regulation. Any other waivers may be made by the head of the Internal Audit Department or other person designated in this Code to grant waivers in a particular situation, if circumstances warrant. The Board of Directors or an authorized committee of the Board is authorized to resolve any ambiguities identified within this
Code, and such resolutions of ambiguities shall not be deemed waivers of the Code.
You must report any matters that you believe in good faith involve violations or potential violations of this Code or applicable legal and regulatory requirements. You should report suspected violations to the persons designated in this Code or to the ERC. You can raise your concern orally or in writing. If you feel the need to remain anonymous, you can lodge your concern anonymously by calling the Whistleblower Hotline. You also can submit concerns, anonymously if you choose, regarding auditing, accounting and internal control matters directly to the Audit Committee either by calling the Whistleblower Hotline or by submitting a letter marked “Confidential” and addressed to the Audit Committee Chairman in care of the General
Counsel. All information disclosed will be treated confidentially except to the extent necessary for the protection of Dollar General’s interests or to comply with any applicable law, rule or regulation or order of any judicial or governmental authority.
Dollar General expects and encourages candid, open and honest communication regarding suspected unethical or illegal conduct. Employees are prohibited from discharging, demoting, suspending, or in any manner threatening, harassing, discriminating or retaliating against an employee who in good faith provides information about a violation of the law or this
Code (unless such violation involves his or her own conduct), or who provides truthful information or assistance in the investigation of unethical or illegal conduct, or who participates in bringing or brings a lawsuit in good faith.
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Throughout this Code we have referred to various persons or hotlines to contact in certain situations. The contact information you will need is listed below. Other than the ERC, ADR and the Hotlines, all of the contacts below can be reached via mail at 100 Mission Ridge,
Goodlettsville, TN 37072.
Chief Executive Officer (CEO):
(615) 855-5542
Chief Financial Officer (CFO):
(615) 855-5506
Audit/NCG Chairs or Presiding Director: c/o General Counsel
General Counsel/Law Department:
(615) 855-5160
Controller:
(615) 855-4813
Internal Audit Department:
(615) 855-4181
Whistleblower Hotline:
(800) 334-9338 (US)
(800) 962172 (HK)
Employee Response Center (ERC):
(888) 237-4114
Sr. Director Investor Relations:
(615) 855-5525
Sr. Director Corp. Communications:
(615) 855-5209
Alternative Dispute Resolution (ADR):
(800) 297-5527
Shrink Tip Hotline:
(800) 334-9338
Corporate Secretary:
(615) 855-5177
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