DOLLAR GENERAL'S BOARD OF DIRECTORS' RESPONSE

THE BOARD OF DIRECTORS OF DOLLAR GENERAL HAS CONSIDERED THIS PROPOSAL AND RECOMMENDS THAT STOCKHOLDERS VOTE AGAINST IT FOR THE FOLLOWING REASONS:

Dollar General believes in the dignity of work and the dignity of every person.  The Company firmly supports diversity in the workplace as evidenced by its policies and programs.  For example, the Company focuses its recruiting and retention efforts on all people without regard to race, gender or other such characteristics.  The Company's representation of women and minorities at the Board-of-Director and senior-management levels are reflective of this policy.

The Company has already considered the principles set forth by the Glass Ceiling Commission and a Committee made up of members of the Board of Directors of Dollar General reviews various policies and programs of the Company that support workplace diversity.  This Board of Directors also considers workforce issues relating to the effective recruitment of and opportunities for women and minorities.

In policy statements distributed to all employees, Dollar General makes clear that all employees have the right to work in an environment free of all forms of discrimination and conduct which can be considered harassing, coercive, or disruptive.  Dollar General values and respects the rights of each employee and will not tolerate discrimination or harassment based on race, color, religion, sex, national origin, age, disability, citizenship or any other characteristics protected by law.

In addition to publishing the Company's 'zero-tolerance' anti-discrimination and Harassment Policy on a routine basis to employees, the Company regularly publishes notices to employees of the Company's mechanism for reporting any form of discrimination or harassment which includes a toll-free hotline linked directly to the corporate headquarters.

Since the Company's commitment to equal employment opportunity is part of its ordinary business operations, the time and expense involved in the process of gathering data and producing reports as requested by the proponents would do nothing to further the Company's equal employment efforts and therefore, would not be a prudent use of the Company's resources.

THEREFORE, YOUR BOARD URGES STOCKHOLDERS TO VOTE "AGAINST" THIS PROPOSAL.