EXHIBIT 10.16
                           DOLLAR GENERAL CORPORATION
                           DEFERRED COMPENSATION PLAN
                           FOR NON-EMPLOYEE DIRECTORS



GENERAL PROVISIONS

PURPOSE. The purpose of this Dollar General Corporation Deferred Compensation
Plan for Non-Employee Directors (the "Plan") is to provide each Director with an
opportunity to defer some or all of the Director's Fees as a means of saving for
retirement or other purposes.

DEFINITIONS.  The following definitions shall be applicable throughout the Plan:

"Beneficiary" means the person(s) who, upon the death of a Participant, shall
have acquired by will, laws of descent and distribution or by other legal
proceedings, the right to receive the benefits specified under this Plan in the
event of a Director's death.

"Board" means the Board of Directors of Dollar General Corporation.

"Change in Control" means the happening of any of the following: (i) any person
or entity, including a "group" as defined in Section 13(d)(3) of the Exchange
Act, other than the Company or a wholly-owned subsidiary thereof or any employee
benefit plan of the Company or any of its subsidiaries, becomes the beneficial
owner of the Company's securities having 35% or more of the combined voting
power of the then outstanding securities of the Company that may be cast for the
election of directors of the Company (other than as a result of an issuance of
securities initiated by the Company in the ordinary course of business); or (ii)
as the result of, or in connection with, any cash tender or exchange offer,
merger or other business combination, sales of assets or contested election, or
any combination of the foregoing transactions, less than a majority of the
combined voting power of the then outstanding securities of the Company or any
successor corporation or entity entitled to vote generally in the election of
the directors of the Company or such other corporation or entity after such
transaction are held in the 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 (iii) during any period of two
consecutive years, individuals who at the beginning of any such period
constitute the Board cease for any reason to constitute at least a majority
thereof, unless the election, or the nomination for election by the Company's
shareholders, of each director of the Company 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 any
such period.

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"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Committee" means the Non-Employee Directors Deferred Compensation Committee
consisting of such persons as may be designated by the Board from time to time.

"Common Stock" means the common stock, $0.50 par value, of Dollar General
Corporation.

"Company" means Dollar General Corporation and its subsidiaries.

"Deferred Compensation" means the amount of Fees that a Participant defers
pursuant to his or her Election and that the Participant and the Company
mutually agree shall be deferred in accordance with the Plan.

"Deferred Compensation Account" means either an Investment Account or a Phantom
Stock Unit Account maintained by the Company on its books for a Participant and
to which shall be credited the Participant's Deferred Compensation, together
with gains or losses determined under Article II, Section 1, and which shall be
reduced by any distributions made to a Participant. The Company, at the
discretion of the Committee, may establish such other Deferred Compensation
Accounts or discontinue any Deferred Compensation Accounts as it determines to
be appropriate from time to time.

"Director" means any non-employee director of the Company.

"Election" means a Participant's delivery of a written notice of election to the
Secretary of the Company electing to defer payment of his or her Fees.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Fees" mean the annual retainer, meeting and other fees, as well as any per diem
compensation for special assignments, earned by a Director for his or her
service as a member of the Board or a committee thereof during a Plan Year or
portion thereof.

"Investment Account" means a hypothetical investment account pursuant to which a
Participant's Deferred Compensation shall be treated as if it had been invested
in a fund (to be selected by the Participant from a group of funds designated by
the Committee) on the date on which the Participant's Deferred Compensation is
credited to the Participant's Deferred Compensation Account.

"Market Value" means the average of the daily high and low trading prices of a
share of Common Stock on the New York Stock Exchange (or, if the Common Stock is
not listed on such exchange, on any other national securities exchange on which
the Common Stock is listed) on the date upon which such Market Value is to be


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determined for the purpose of crediting a Participant's Phantom Stock Unit
Account or making a distribution to a Participant therefrom. If the Common Stock
is not traded on any national securities exchange, the Market Value shall be
determined by the Committee in good faith.

"Participant" means a Director who has elected to defer payment of all or a
portion of his or her Fees.

"Payment Commencement Date" means the date payments of amounts deferred begin
pursuant to Article II, Section 5.

"Personal Representative" means the person or persons who, upon the disability
or incompetence of a Director, shall have acquired on behalf of the Director, by
legal proceeding or otherwise, the right to receive the benefits specified in
this Plan.

"Phantom Stock Unit Account" means a Deferred Compensation Account pursuant to
which a Participant's Deferred Compensation shall be treated as if it had been
used to purchase shares of Common Stock of the Company on the date on which the
Participant's Deferred Compensation is credited to the Participant's Deferred
Compensation Account.

"Plan" means this Dollar General Corporation Deferred Compensation Plan for
Non-Employee Directors.

"Plan Year" means February 1 through the next following January 31.

"Termination" means retirement from the Board or termination of service as a
Director for any other reason.

"Unforeseeable Hardship" means severe financial hardship to a Participant
resulting from a sudden and unexpected illness or accident of the Participant or
a dependent (as defined in Section 152(a) of the Code) of the Participant, loss
of the Participant's property due to casualty, or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the control
of the Participant.

ELIGIBILITY. Any non-employee Director of the Company shall be eligible to
participate in the Plan.

ADMINISTRATION. Except as otherwise set forth below, full power and authority to
construe, interpret and administer the Plan shall be vested in the Committee.
Decisions of the Committee shall be final, conclusive and binding upon all
parties. Day-to-day administration of the Plan shall be the responsibility of
the Company's Corporate Securities Department. This Department may authorize new
or modify existing forms for use under this Plan so long as any such modified or
new forms are not inconsistent with the terms of the Plan.

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DEFERRED COMPENSATION

DEFERRED COMPENSATION ACCOUNTS.A Director who has elected to defer all or a
portion of his or her Fees by filing an Election as provided in Section 3 of
this Article shall have such Deferred Compensation credited to a Deferred
Compensation Account. The Company shall maintain one or more Deferred
Compensation Accounts, with respect to Deferred Compensation under the Plan, for
each Participant in accordance with the terms of the Plan and the instructions
provided by such Participant. The establishment of such Deferred Compensation
Accounts constitutes only a method, by bookkeeping entry, of determining the
amount of deferred payments to be made under the Plan. The Company shall be
under no obligation to acquire or hold any Common Stock or any other securities
or specific assets by reason of the credits made to the Deferred Compensation
Accounts hereunder.

A Participant's or Beneficiary's rights to receive payments under this Plan are
merely those of an unsecured general creditor of the Company. Such rights
constitute a mere promise by the Company to make payments to Participants and
their Beneficiaries in the future. All amounts under the Plan, including a
Participant's Deferred Compensation Accounts, shall remain (until paid to the
Participant or Beneficiary) the property of the Company and shall be subject to
the claims of the Company's creditors in the event of the Company's financial
insolvency. The Plan shall be unfunded for federal tax purposes and for purposes
of Title I of ERISA. The obligation of the Company may, in its sole discretion,
be satisfied from any source of funds, including but not limited to payment from
a trust or trusts established by the Company which permit such payments to be
made therefrom. No Participant or Beneficiary shall have any secured or
beneficial interest in any property, rights or investments held by the Company,
whether or not held in connection with the Plan, including but not limited to
any assets held in any trust established by the Company in connection with the
Plan.

Subject to the approval of the Committee, a Participant's Deferred Compensation
shall be credited to an Investment Account or a Phantom Stock Unit Account (or
such other Deferred Compensation Account as may then be in effect), as selected
by the Participant, as soon as practicable following the time at which such
amounts would have been paid to the Participant in the absence of an Election to
defer such amount of Deferred Compensation.

The Investment Account shall be adjusted with such interest, gains or losses, or
other accretions and adjustments, as determined to be appropriate by the
Committee in order to simulate the investment performance of such fund made
available pursuant to the terms of the Plan and selected by the Participant.


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Deferred Compensation or other amounts credited to a Phantom Stock Unit Account
shall be converted into a number of phantom stock units of Common Stock of the
Company. The number of phantom stock units of Common Stock of the Company to be
so credited shall be equal to the Deferred Compensation or other amounts to be
credited to the Phantom Stock Unit Account, divided by the Market Value of a
share of Common Stock on the date of the credit. Permitted accretion and
adjustments shall be credited and determined as set forth below:

As of the date when any cash dividend or other cash distribution is payable with
respect to the Common Stock, there shall be credited to the Phantom Stock Unit
Account an amount equal to the value which would have been payable with respect
to shares of Common Stock equal in number to the number of phantom stock units
then credited to the Phantom Stock Unit Account. Such amount shall then be
converted into a number of phantom stock units based upon the amount to be
credited divided by the Market Value of a share of Common Stock on the date of
the credit.

In the event of any change in the number of shares of outstanding Common Stock
by reason of any stock split, stock dividend, recapitalization, or the like,
whereby the outstanding shares of Common Stock are adjusted, the number of
phantom stock units credited to the Phantom Stock Unit Account shall be
equitably adjusted to reflect such change.

The Company may change, discontinue, or add any Deferred Compensation Accounts
at any time as determined by the Committee in the Committee's sole discretion.
Any Deferred Compensation Account not specifically described above shall be
credited with such interest, gains or losses, or other accretions and
adjustments, as determined to be appropriate by the Committee in order to
simulate the investment performance of such asset, category of assets, fund,
index or other investment vehicle selected by the Committee in its discretion to
be applicable to such Deferred Compensation Account.

The Committee or the Board may, but is not required to, establish rules and
procedures under which Participants may direct that amounts credited to one or
more Deferred Compensation Accounts be transferred to other Deferred
Compensation Accounts that may be available under the Plan (an "Account
Transfer"), provided that no Participant may direct either an Account Transfer
to the Phantom Stock Unit Account or an Account Transfer from the Phantom Stock
Account without the prior approval of the Board or the Committee.

UNFORESEEABLE HARDSHIP. Upon the written request of a Participant or a
Participant's legal representative and a finding that continued deferral will
result in an Unforeseeable Hardship to the Participant, the Board (in its sole
discretion) may authorize (a) the payment of all or a part of a Participant's
Deferred Compensation Accounts in a single installment prior to his or her
ceasing to be a Director, or (b) the acceleration of payment of any multiple


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installments hereof. Any such written request must set forth the circumstances
constituting such Unforeseeable Hardship. Notwithstanding the foregoing, the
Board may not direct payment of any amounts credited to the Deferred
Compensation Accounts of a Participant to the extent that such Unforeseeable
Hardship is or may be relieved (a) through reimbursement or compensation by
insurance or otherwise; (b) by liquidation of the Participant's assets, to the
extent that such liquidation would itself not cause severe financial hardship;
or (c) by cessation of deferrals under the Plan. Any distribution due to
Unforeseeable Hardship shall only be permitted to the extent reasonably needed
to satisfy such hardship, and shall be made in the sole discretion of the Board,
both with respect to the determination as to whether an Unforeseeable Hardship
exists and as to the amount distributable. In all cases, the requirements and
standards set forth in Section 1.457-2(h)(4) and (5) of the Income Tax
Regulations will govern the determinations of a Participant's eligibility for
and the amount of any distributions under this Section 2.

MANNER OF ELECTION

Any Director wishing to participate in the Plan must deliver to the Secretary of
the Company a written notice electing to defer to a period following his or her
Termination payment of all or any portion of his or her Fees. The Election must
be filed on or before January 1 of a Plan Year in order to be effective for Fees
earned in that Plan Year.

With respect to Directors' Fees payable for all or any portion of a Plan Year
after a person's initial election to the office of Director of the Company, any
such person wishing to participate in the Plan may file a proper Election within
30 days after election to office. Any Election shall be effective upon filing or
as soon as possible thereafter with respect to such Fees.

An effective Election may not be revoked or modified (except as to changes in
the designation of Beneficiary and as otherwise stated herein) with respect to
Fees payable for a Plan Year or portion of a Plan Year for which the Election is
effective. An Election shall apply only for such Plan Year. In order to defer a
portion of his or her Fees for a subsequent Plan Year, a Director must make a
new Election in accordance with Section 3(a) of this Article.

MANNER OF PAYMENT UPON TERMINATION

At the time of each Election, pursuant to Section 3 of this Article, to defer
receipt of a portion of his or her Fees, a Participant shall also make an
election, on such form as the Company may prescribe, as to the time and manner
of payment of the portion of his or her Deferred Compensation Accounts
attributable to the amount of Deferred Compensation specified in such Election.


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In accordance with the Participant's election and subject to Board approval upon
payout, amounts credited to a Participant's Deferred Compensation Account will
be paid in a lump sum or in the form of annual installments in cash, or a
combination of both, to the Participant following his or her Termination or, in
the event of his or her death, to a Beneficiary. If a Participant elects to
receive payment in annual installments, the payment period shall not exceed five
(5) years following the date of the Participant's Termination.

The amount paid to a Participant pursuant to this Section 4 shall be as follows:

For an Investment Account, the number of dollars equal to the balance in such
Investment Account on the date of Termination.

For a Phantom Stock Unit Account, the number of dollars equal to the number of
phantom stock units in the Phantom Stock Unit Account of such Participant on the
date of Termination, multiplied by the Market Value of a share of Common Stock
immediately preceding the date of Termination.

The amount of any cash distribution to be made in installments with respect to a
Deferred Compensation Account will be determined by dividing (i) the current
balance in such Deferred Compensation Account by (ii) the number of installments
in which distributions remain to be made (including the current distribution).

All payments made pursuant to this Section 4 shall be reduced by the amount of
any federal, state, or local income or other taxes required to be withheld by
the Company or other payor.

A Participant may change his or her payment election in accordance with
procedures determined by the Company, provided, however, that no elections under
this Section 4 may be made or changed as to distributions from a Participant's
Phantom Stock Unit Account (if any) unless the Board has approved in advance
such election or change of election in a manner that satisfies the requirements
for exemption of Phantom Stock Unit Account transactions under Rule 16b-3 of the
Exchange Act.

PAYMENT COMMENCEMENT DATE. Payments of amounts deferred pursuant to a valid
Election shall commence after a Director's Termination (i) with respect to a
lump sum, on the February 1 of the year selected by a Director in his or her
Election and (ii) with respect to annual installments, on the February 1 of the
first year of deferred payment selected by a Director in his or her Election. If
a Director dies prior to the first deferred payment specified in an Election,
payments shall commence to the Employee's Beneficiary on the first payment date
so specified.


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CHANGE IN CONTROL. Notwithstanding any provision of this Plan to the contrary,
in the event of a "Change in Control" (as defined in Section 2(c) of Article I),
each Participant shall receive an automatic lump sum cash distribution of all
amounts accrued in the Director's Deferred Compensation Account not later than
fifteen (15) days after the date of the "Change in Control".

The amount paid to a Participant pursuant to this Section 6 shall be as follows:

For an Investment Account, the number of dollars equal to the balance in such
Investment Account on the date of the "Change in Control."

For a Phantom Stock Unit Account, the number of dollars equal to the number of
phantom stock units in the Phantom Stock Unit Account of such Participant on the
date of the "Change in Control," multiplied by the Market Value of a share of
Common Stock immediately preceding the date of the "Change in Control."

In addition, the Company shall reimburse a Director for the legal fees and
expenses incurred if the Director is required to seek to obtain or enforce any
right to distribution. Notwithstanding any provision of this Plan to the
contrary, Article I, Section 2(c) and Section 6 of this Article may not be
amended after a "Change in Control" occurs without the written consent of a
majority in number of Directors.

MISCELLANEOUS PROVISIONS

BENEFICIARY DESIGNATION. A Director may designate any person to whom payments
are to be made if the Director dies before receiving payment of all amounts due
hereunder. A designation of a Beneficiary will be effective only after the
signed Election is filed with the Secretary of the Company while the Director is
alive and will cancel all designations of a Beneficiary signed and filed
earlier. If the Director fails to designate a Beneficiary as provided above,
remaining unpaid amounts shall be paid in one lump sum to the estate of such
Director. If all Beneficiaries of the Director die before the Director or before
complete payment of all amounts due hereunder, the remaining unpaid amounts
shall be paid in one lump sum to the estate of the last to die of such
Beneficiaries.

INALIENABILITY OF BENEFITS. The interests of the Directors and their
Beneficiaries under the Plan may not in any way be voluntarily or involuntarily
transferred, alienated or assigned, nor be subject to attachment, execution,
garnishment or other such equitable or legal process.

GOVERNING LAW. The provisions of this Plan shall be interpreted and construed in
accordance with the laws of the State of Tennessee.


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AMENDMENTS. The Committee may amend, alter or terminate this Plan at any time
without the prior approval of the Directors; provided, however, that the
Committee may not, without approval by the Directors:

materially modify the requirements as to eligibility for participation in the
Plan; or

otherwise materially increase the benefits accruing to participants under the
Plan.

EFFECTIVE DATE. This Plan amends and restates the Dollar General Corporation
Deferred Compensation Plan originally adopted effective February 28, 1994.

SHAREHOLDER RIGHTS. No Participant shall have any rights as a shareholder of the
Company with respect to a Phantom Stock Unit Account, except the right to have
deemed dividends credited to his or her Phantom Stock Unit Account and
adjustments made to the hypothetical shares of Common Stock under Article II,
Section 1(e).

SECTION 16(b) OF THE EXCHANGE ACT. To the extent applicable, all elections and
transactions under this Plan are intended to comply with any applicable
exemptive condition, and administered in all respects in accordance with the
conditions, set forth in Rule 16b-3 promulgated under the Exchange Act. The
Committee may establish and adopt written administrative guidelines designed to
facilitate compliance with Section 16(b) of the Exchange Act and the rules
thereunder as it may deem necessary or proper for the administration and
operation of this Plan thereunder.

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