DOLLAR GENERAL CORPORATION



                                  $200,000,000



                         8 5/8% NOTES DUE JUNE 15, 2010







                          REGISTRATION RIGHTS AGREEMENT



                                                                   June 21, 2000





Credit Suisse First Boston Corporation

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Banc of America Securities LLC

Wachovia Securities, Inc.

c/o Credit Suisse First Boston Corporation

      Eleven Madison Avenue

         New York, New York 10010-3629



Dear Ladies and Gentlemen:



         Dollar General Corporation, a Tennessee corporation (the "ISSUER"),

proposes to issue and sell to Credit Suisse First Boston Corporation, Merrill

Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC and

Wachovia Securities, Inc. (collectively, the "INITIAL PURCHASERS"), upon the

terms set forth in a purchase agreement dated June 16, 2000 (the "PURCHASE

AGREEMENT"), $200,000,000 aggregate principal amount of its 8 5/8% Notes due

June 15, 2010 (the "INITIAL NOTES") to be guaranteed (the "GUARANTEES" and,

together with the Initial Notes, the "INITIAL SECURITIES") by Dolgencorp, Inc.,

a Kentucky corporation; Dolgencorp of Texas, Inc., a Kentucky corporation; DG

Logistics, LLC, a Tennessee limited liability company; Dade Lease Management,

Inc., a Delaware corporation; Dollar General Partners, a Kentucky general

partnership; Dollar General Financial, Inc., a Tennessee corporation; Nations

Title Company, Inc., a Tennessee corporation; Dollar General Intellectual

Property, L.P., a Vermont limited partnership; and any subsidiary (each, an

"ADDITIONAL GUARANTOR") of the Issuer that executes a supplemental indenture

that provides a guarantee of the Securities (as defined below) and the Indenture

after the date of this Agreement (the "GUARANTORS" and, collectively with the

Issuer, the "COMPANIES"). The Initial Securities will be issued pursuant to an

Indenture, dated as of June 21, 2000 (the "INDENTURE"), among the Companies and

First Union National Bank, as trustee (the "TRUSTEE"). As an inducement to the

Initial Purchasers to enter into the Purchase Agreement, the Companies agree

with the Initial Purchasers, for the benefit of the Initial Purchasers and the

holders of the Securities (as defined below) (collectively the "HOLDERS"), as

follows:





{PAGE}   2



         1. Registered Exchange Offer. Unless not permitted by applicable law

(after the Companies have complied with the ultimate paragraph of this Section

1), the Companies shall, at their own cost, prepare and, not later than 90 days

(or if such 90th day is not a business day, the first business day thereafter)

(such 90th day being a "FILING DEADLINE") after the date on which the Initial

Purchasers purchase the Initial Securities pursuant to the Purchase Agreement

(the "CLOSING DATE"), file with the Securities and Exchange Commission (the

"COMMISSION") a registration statement (the "EXCHANGE OFFER REGISTRATION

STATEMENT") on an appropriate form under the Securities Act of 1933, as amended

(the "SECURITIES ACT"), with respect to a proposed offer (the "REGISTERED

EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in

Section 6 hereof), who are not prohibited by any law or policy of the Commission

from participating in the Registered Exchange Offer, to issue and deliver to

such Holders, in exchange for the Initial Securities, a like aggregate principal

amount of debt securities and guarantees of the Companies issued under the

Indenture, identical in all material respects to the Initial Securities (except

for the transfer restrictions relating to the Initial Securities and the

provisions relating to the matters described in Section 6 hereof) and registered

under the Securities Act (the "EXCHANGE SECURITIES"). The Companies shall use

their reasonable best efforts to (i) cause such Exchange Offer Registration

Statement to become effective under the Securities Act within 180 days after the

Closing Date (or if such 180th day is not a business day, the first business day

thereafter) (such 180th day being an "EFFECTIVENESS DEADLINE") and (ii) keep the

Exchange Offer Registration Statement effective for not less than 30 days (or

longer, if required by applicable law) after the date notice of the Registered

Exchange Offer is mailed to the Holders (such period being called the "EXCHANGE

OFFER REGISTRATION PERIOD").



         If the Companies commence the Registered Exchange Offer, the Companies

(i) will be entitled to consummate the Registered Exchange Offer 30 days after

such commencement (provided that the Companies have accepted all the Initial

Securities theretofore validly tendered in accordance with the terms of the

Registered Exchange Offer) and (ii) will be required to consummate the

Registered Exchange Offer no later than 40 days after the date on which the

Exchange Offer Registration Statement is declared effective (such 40th day being

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