According to the Company’s Form 10-Q for the quarterly period ended August 2, 2002, on January 3, 2002, the Company reached a settlement agreement with the putative class action plaintiffs, pursuant to which the Company agreed to pay up to $162 million to such plaintiffs in settlement for their claims and to implement certain enhancements to its corporate governance and internal control procedures. Such agreement was subject to confirmatory discovery, to the final approval of the Company's Board of Directors, and to court approval.

On April 1, 2002, following the completion of such confirmatory discovery, the Company and the putative class action plaintiffs amended their settlement agreement and the plaintiffs filed a second amended complaint, purporting to name as plaintiffs a class of persons who purchased or otherwise made an investment decision regarding the Company's securities and related derivative securities between March 5, 1997 and January 14, 2002. Pursuant to the amended settlement agreement, the Company agreed to pay $162 million to such plaintiffs in settlement for their claims and to implement certain enhancements to its corporate governance and internal control procedures. Such amended agreement was approved by the court on May 24, 2002.

Pursuant to the terms of such agreement, the Company disbursed $1 million of such funds in April 2002 and the remaining amount of $161 million in June and July 2002. In addition, the Company received from its insurers $4.5 million in respect of such settlement in July 2002.

Earlier, according to the same SEC filing, more than 20 purported class action lawsuits were filed against the Company and certain current and former officers and directors of the Company, asserting claims under the federal securities laws. These lawsuits were consolidated into a single action pending in the United States District Court for the Middle District of Tennessee. On July 17, 2001, the court entered an order appointing the Florida State Board of Administration and the Teachers' Retirement System of Louisiana as lead plaintiffs and the law firms of Entwistle & Cappucci LLP, Milberg Weiss Bershad Hynes & Lerach LLP and Grant & Eisenhofer, P.A. as co-lead counsel. On January 3, 2002, the lead plaintiffs filed an amended consolidated class action complaint. Among other things, plaintiffs alleged that the Company and certain of its current and former officers and directors made misrepresentations concerning the Company's financial results in the Company's filings with the Securities and Exchange Commission and in various press releases and other public statements. The plaintiffs sought damages with interest, costs and such other relief as the court deemed proper.

The original complaint charges Dollar General and certain of its officers and directors with violations of the Securities Exchange Act of 1934. Specifically, the complaint alleges that on April 30, 2001, the Dollar General issued a press release, which stated in part, that the company was going to delay the filing of its annual report on Form 10-K for the fiscal year 2000 in anticipation of restating its audited financial statements for fiscal years 1998 and 1999 as well as restating the un-audited financial information for the fiscal year 2000 as previously released, and this press release al stated the Dollar General has become aware of certain accounting irregularities. On this news, trading in Dollar General shares declined to $16.50, or more than 37% lower than the Class Period high of $26. Plaintiff seeks to recover damages on behalf of all purchasers of Dollar General publicly traded securities during the Class Period.