Edgar Filing: TRACTOR SUPPLY CO /DE/

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INFORMATION REQUIRED IN PROXY STATEMENT
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PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
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TRACTOR SUPPLY COMPANY
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TRACTOR SUPPLY COMPANY
200 POWELL PLACE
BRENTWOOD, TENNESSEE 37027
WWW.MYTSCSTORE.COM

To Our Stockholders:

On behalf of the Board of Directors, it is my pleasure to invite you to attend
the 2005 Annual Meeting of Stockholders of Tractor Supply Company. The meeting
will be held on Thursday, April 21, 2005, at the Company's Store Support Center
in Brentwood, Tennessee. The meeting will start at 10:00 a.m. (central time).

The following pages contain the formal notice of the Annual Meeting and our
Proxy Statement, which describes the specific business to be considered and
voted upon at the Annual Meeting. The meeting will include a report on Tractor
Supply Company's activities for the fiscal year ended December 25, 2004, and
there will be an opportunity for comments and questions from
stockholders.Whether or not you plan to attend the meeting, it is important that
you be represented and that your shares be voted. After reviewing the Proxy
Statement, I ask you to complete, sign and date the proxy card and return it as
soon as possible in the envelope provided. I look forward to seeing you at the
Annual Meeting.

Sincerely,

Joseph H. Scarlett, Jr.
CHAIRMAN OF THE BOARD

March 18, 2005

TRACTOR SUPPLY COMPANY
200 POWELL PLACE
BRENTWOOD, TENNESSEE 37027
(615) 366-4600
WWW.MYTSCSTORE.COM

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 21, 2005

Please join us for the 2005 Annual Meeting of Stockholders of Tractor Supply
Company. The meeting will be held at the Company's Store Support Center, 200
Powell Place, Brentwood, Tennessee, on Thursday, April 21, 2005, at 10:00 a.m.
(central time).

The purposes of the meeting are:

1. To approve an amendment to the Company's Certificate of Incorporation
to eliminate the classification of the Company's Board of Directors;
2. In the event that the stockholders approve the amendment to the
Company's Certificate of Incorporation, to remove each of the
Company's directors, without cause, for the purpose of clarifying and
confirming that each such director will stand for election at this
annual meeting of stockholders;
3. In the event that the stockholders approve the amendment to the
Company's Certificate of Incorporation, to elect nine directors to
serve a one-year term ending at the 2006 Annual Meeting of
Stockholders;
4. In the event that the stockholders do not approve the amendment to the
Company's Certificate of Incorporation, to elect three Class II
directors for a three-year term ending at the 2008 Annual Meeting of
Stockholders;
5. To ratify the reappointment of Ernst & Young LLP as independent
auditors for the fiscal year ending December 31, 2005; and
6. To transact any other business properly coming before the meeting.

You must own shares at the close of business on March 1, 2005, to vote at the
meeting. Regardless of whether you plan to attend, please vote by signing,
dating and returning the enclosed proxy card at your earliest convenience. You
may, of course, revoke your proxy at any time before it is voted at the meeting.
However, completing, signing and returning the proxy will assure your
representation at the meeting if you do not attend.

By Order of the Board of Directors,

M. Kim Vance
CORPORATE SECRETARY

Brentwood, Tennessee
March 18, 2005

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YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN,
DATE AND RETURN YOUR PROXY.
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TRACTOR SUPPLY COMPANY
200 POWELL PLACE
BRENTWOOD, TENNESSEE 37027
(615) 366-4600

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 21, 2005

INTRODUCTION AND VOTING PROCEDURES

This Proxy Statement is being mailed beginning March 18, 2005, in connection
with the solicitation of proxies by the Board of Directors of Tractor Supply
Company, a Delaware corporation, for use at the Annual Meeting of Stockholders.
The meeting will be held at the Company's Store Support Center, 200 Powell
Place, Brentwood, Tennessee, on Thursday, April 21, 2005, at 10:00 a.m. (central
time).

TABLE OF CONTENTS

VOTING INFORMATION.............................................................1
CORPORATE GOVERNANCE...........................................................3
ITEM 1: AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION...............5
ITEM 2 - REMOVAL OF DIRECTORS WITHOUT CAUSE....................................8
ITEM 3 - ELECTION OF DIRECTORS.................................................8
ITEM 4 - ELECTION OF DIRECTORS (IN THE ALTERNATIVE TO ITEMS 2 AND 3)..........11
COMPENSATION OF DIRECTORS.....................................................12
BOARD MEETINGS AND COMMITTEES.................................................12
RELATED-PARTY TRANSACTIONS WITH TRACTOR SUPPLY COMPANY........................13
AUDIT COMMITTEE REPORT........................................................14
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION...................15
EXECUTIVE COMPENSATION........................................................15
STOCK PERFORMANCE CHART.......................................................24
COMPLIANCE WITH SECTION 16 (A)................................................25
SECURITY OWNERSHIP............................................................25
ITEM 5: RATIFICATION OF REAPPOINTMENT OF INDEPENDENT AUDITORS................27
STOCKHOLDER PROPOSALS.........................................................28
OTHER MATTERS.................................................................28
AVAILABILITY OF FORM 10-K AND ANNUAL REPORT...................................29
ADDENDUM A - AUDIT COMMITTEE CHARTER.........................................A-1
ADDENDUM B: THIRD CERTIFICATE OF AMENDMENT TO THE RESTATED
CERTIFICATE OF INCORPORATION OF TRACTOR SUPPLY COMPANY.....................B-1

The Board of Directors solicits your proxy. The Company pays the cost of
soliciting your proxy and reimburses brokers and others for forwarding proxy
material to you.

VOTING INFORMATION

WHO MAY VOTE? You may vote if you owned shares of the Company's Common Stock at
the close of business on March 1, 2005. You are entitled to one vote for each
share you owned on that date on each matter presented at the meeting. At March
1, 2005, Tractor Supply Company had 38,808,328 shares of Common Stock
outstanding.

WHAT AM I VOTING ON? You will be voting on the following:
o An amendment to the Company's Certificate of Incorporation to eliminate the
classification of the Company's Board of Directors;
o In the event that the stockholders approve the amendment to the Company's
Certificate of Incorporation, the removal of each of the Company's
directors, without cause;
o In the event that the stockholders approve the amendment to the Company's
Certificate of Incorporation, the election of nine directors to serve a
one-year term ending at the 2006 Annual Meeting of Stockholders;
o In the event that the stockholders do not approve the amendment to the
Company's Certificate of Incorporation, the election of three Class II
directors for a three-year term ending at the 2008 Annual Meeting of
Stockholders;
o The ratification of the reappointment of Ernst & Young LLP as the
independent auditors; and
o Any other matters properly introduced at the meeting.

HOW DO I VOTE BEFORE THE MEETING? We have provided only one means of voting
before the meeting: you must vote by completing, signing and returning the
enclosed proxy card. Please follow the directions on your proxy card carefully.

CAN I VOTE AT THE MEETING? You may vote your shares at the meeting if you attend
in person. Even if you plan to attend the meeting, we encourage you to vote your
shares by proxy.

IS MY VOTE CONFIDENTIAL? Yes. Your proxy card, ballot and voting records will
not be disclosed to Tractor Supply Company unless required by law, requested by
you, or your vote is cast in a contested election. If you write comments on your
proxy card, your comments will be forwarded to Tractor Supply Company, but how
you voted will be kept confidential.

WHO COUNTS THE VOTES? EquiServe Trust Company will count the votes. The Board
has appointed a representative of EquiServe as the independent inspector of the
election.

CAN I REVOKE MY PROXY? Yes. You can revoke your proxy by:
o Filing written notice of revocation with Tractor Supply Company's Corporate
Secretary before the meeting;
o Signing a proxy bearing a later date; or
o Voting in person at the meeting.

WHAT VOTE IS REQUIRED TO PASS AN ITEM OF BUSINESS? The holders of the majority
of the outstanding shares of Common Stock must be present in person or
represented by proxy to hold the meeting. Except for the election of directors
(which is described below), the proposals in this Proxy Statement will be
approved if they receive the following number of votes: (i) the amendment to the
Company's Certificate of Incorporation will be approved if it receives the
affirmative vote of holders of at least 66 2/3% of the shares issued and
outstanding as of the record date, (ii) the removal of each of the Company's
directors, without cause, will be approved if it

receives the affirmative vote of holders of a majority of the shares issued and
outstanding as of the record date, and (iii) the ratification of the
reappointment of Ernst & Young LLP as the independent auditors will be approved
if it receives the affirmative vote of a majority of the votes present, either
in person or by proxy, at the Meeting. The election of directors is somewhat
different. In the event that the stockholders approve the amendment to the
Company's Certificate of Incorporation and nine memberships on the Board are
subject to election, the nine candidates who receive the most votes will be
elected to these memberships, and in the event that the stockholders do not
approve the amendment to the Company's Certificate of Incorporation and three
memberships on the Board are subject to election, the three candidates who
receive the most votes will be elected to these memberships. If you submit your
proxy or attend the Meeting, but choose to abstain from voting on any proposal,
you will be considered present at the Meeting and not voting in favor of the
proposal. This will not affect the election of directors. But since the other
proposals described herein pass only if they receive favorable votes from a
majority of votes present at the Meeting, or such higher number of votes as
described above, the fact that you are abstaining and not voting in favor of a
proposal will have the same effect as if you had voted against the proposal. If
you hold your shares in "street name" through a broker or other nominee, your
broker or nominee may not be permitted to exercise voting discretion with
respect to some of the matters to be acted upon. Thus, if you do not give your
broker or nominee specific instructions, your shares may not be voted on those
matters and will not be counted in determining the number of shares necessary
for approval. Shares represented by such "broker non-votes" will, however, be
counted in determining whether there is a quorum. Unless you indicate otherwise
on your proxy card, the persons named as your proxies will vote your shares (a)
FOR the amendment to the Company's Certificate of Incorporation to eliminate the
classification of the Company's Board of Directors; (b) in the event that the
stockholders approve the amendment to the Company's Certificate of
Incorporation, FOR the removal of each of the Company's directors, without
cause, (c) in the event that the stockholders approve the amendment to the
Company's Certificate of Incorporation, FOR all nine nominees for director, (d)
in the event that the stockholders do not approve the amendment to the Company's
Certificate of Incorporation, FOR all three nominees for director, and (e) FOR
the ratification of the reappointment of the independent auditors.

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The Annual Report to Stockholders of the Company for the fiscal year ended
December 25, 2004, including audited financial statements, is being mailed with
this Proxy Statement to all holders of record of Common Stock at the close of
business on March 1, 2005. In addition, the Company has provided brokers,
dealers, banks, voting trustees and their nominees, at Company expense, with
additional copies of the Annual Report, so that such record holders may supply
such material to beneficial owners as of March 1, 2005. Additional copies of the
Annual Report and the Company's Annual Report on Form 10-K for the fiscal year
ended December 25, 2004, to

be filed with the Securities and Exchange Commission are available on the
Company's website or may be obtained without charge upon request to the
Company's investor relations department.

CORPORATE GOVERNANCE

GENERAL

The Company believes that good corporate governance is important to ensure that
Tractor Supply Company is managed for the long-term benefit of its stockholders.
During the past year, the Company has continued to review its corporate
governance policies and practices and to compare them to those suggested by
various authorities in corporate governance and the practices of other public
companies. The Company has also continued to review the provisions of the
Sarbanes-Oxley Act of 2002, the rules of the Securities and Exchange Commission,
and the listing standards of the NASDAQ Stock Market.

Based on this review, the Company's Board of Directors has adopted Corporate
Governance Guidelines, which outline the composition, operations and
responsibilities of the Board of Directors. The Company's Board of Directors has
also approved restated charters for the Company's Audit Committee, Compensation
Committee, Corporate Governance Committee and Nominating Committee. You may
access the Company's Corporate Governance Guidelines and current committee
charters in the "Corporate Governance" section of the Company's website -
WWW.MYTSCSTORE.COM. In addition, the Company's Audit Committee Charter is
attached to this proxy statement as Addendum A.

DIRECTOR INDEPENDENCE

The Company's Corporate Governance Guidelines require that a majority of the
Company's Board of Directors consist of independent directors within the meaning
of the NASDAQ listing standards. The Board has determined that each of the
following directors is an "independent director" within the meaning of the
NASDAQ listing standards.

S.P. Braud
Cynthia T. Jamison
Gerard E. Jones
Edna K. Morris
Sam K. Reed
Joseph M. Rodgers

DIRECTOR CANDIDATES

The Nominating Committee, which is comprised solely of independent directors,
considers candidates for Board membership suggested by its members and other
Board members, as well as management and stockholders. A stockholder who wishes
to recommend a prospective nominee for the Board should notify the Company's
Corporate Secretary in writing with whatever supporting material the stockholder
considers appropriate pursuant to the provisions of the Company's Bylaws
relating to stockholder proposals as described in "Stockholder Proposals,"
below.

Once the Nominating Committee has identified a prospective nominee, the
Committee makes an initial determination as to whether to conduct a full
evaluation of the candidate. This initial determination is based on whatever
information is provided to the Committee with the recommendation of the
prospective candidate, as well as the Committee's own knowledge of the
prospective candidate, which may be supplemented by inquiries to the person
making the recommendation or others. The preliminary determination is based
primarily on the need for additional Board members to fill vacancies or expand
the size of the Board and the likelihood that the prospective nominee can
satisfy the evaluation factors described below. If the Committee determines, in
consultation with the Chairman of the Board and other Board members as
appropriate, that additional consideration is warranted, it may request that a
third-party search firm gather additional information about the prospective
nominee's background and experience and report its findings to the Committee.
The Committee then evaluates the prospective nominee against the standards and
qualifications set out in the Company's Corporate Governance Policies,
including:

o Personal characteristics:
o highest personal and professional ethics, integrity and
values;
o an inquiring and independent mind; and
o practical wisdom and mature judgment.
o Expertise that is useful to the Company and complementary to the
background and experience of other Board members, so that an optimum
balance of members on the Board can be achieved and maintained.
o Broad training and experience at the policy-making level in business,
government, education or technology.
o Willingness to devote the required amount of time to carrying out the
duties and responsibilities of Board membership.
o Commitment to serve on the Board over a period of several years to
develop knowledge about the Company's principal operations.
o Willingness to represent the best interests of all stockholders and
objectively appraise management performance.
o Involvement only in activities or interests that do not create a
conflict with director's responsibilities to the Company and its
stockholders.

The Committee also considers such other relevant factors as it deems
appropriate, including the current composition of the Board, the balance of
management and independent directors, the need for Audit Committee expertise and
the evaluations of other prospective nominees. In connection with this
evaluation, the Committee determines whether to interview the prospective

nominee, and if warranted, one or more members of the Committee, and others as
appropriate, interview prospective nominees in person or by telephone.

After completing this evaluation and interview, the Committee makes a
recommendation to the full Board as to the persons who should be nominated by
the Board, and the Board determines the nominees after considering the
recommendation and report of the Committee.

CODE OF ETHICS

The Company has a Code of Ethics which covers all exempt employees, officers and
directors of the Company, including the principal executive officer, the
principal financial officer and the controller. The Code of Ethics is available
on the Company's "Corporate Governance" section of its website -
WWW.MYTSCSTORE.COM. The Company intends to post amendments to or waivers from
its Code of Ethics (to the extent applicable to the Company's directors, chief
executive officer, principal financial officer or controller) at this location
on its website.

COMMUNICATIONS WITH MEMBERS OF THE BOARD

Stockholders interested in communicating directly with members of the Company's
Board of Directors may do so by writing to Corporate Secretary, Tractor Supply
Company, 200 Powell Place, Brentwood, Tennessee 37027. As set forth in the
Corporate Governance Guidelines, the Corporate Secretary of the Company reviews
all such correspondence and regularly forwards to the Board a summary of all
such correspondence and copies of all correspondence that, in the opinion of the
Corporate Secretary, deals with the functions of the Board or committees thereof
or that she otherwise determines requires their attention. Directors may at any
time review a log of all correspondence received by the Company that is
addressed to members of the Board and request copies of any such correspondence.
Concerns relating to accounting, internal controls or auditing matters are
immediately brought to the attention of the Company's internal audit department
and handled in accordance with procedures established by the Audit Committee
with respect to such matters.

BOARD MEMBER ATTENDANCE AT ANNUAL MEETING

The Company strongly encourages each member of the Board of Directors to attend
the Annual Meeting of Stockholders. All of the Company's directors attended the
2004 Annual Meeting of Stockholders.

ITEM 1: AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION

On February 3, 2005, the Board of Directors approved an amendment to the
Company's Certificate of Incorporation to eliminate the Company's classified
board structure, and is submitting such amendment to the stockholders for their
approval at this annual meeting. At this same meeting, the Board of Directors
approved a corresponding amendment to the Company's Bylaws, which will not take
effect unless and until this Item 1 is approved by the stockholders. This
amendment to the Company's Bylaws is not being voted upon by the stockholders.
The proposed elimination of the Company's classified board structure is being
structured in a manner to provide immediate effect to such change, so that all
of the Company's directors will be subject

to election at this annual meeting if the amendment to the Company's Certificate
of Incorporation is approved by the stockholders.

The Company's Board of Directors is currently separated into three classes of
three directors each. Each year, the directors comprising one of the three
classes are subject to election for three-year terms. Currently, the terms of
the Class II directors are set to expire in 2005 at this year's annual
stockholders' meeting. The terms of the Class III directors are set to expire in
2006, and the terms of the Class I directors are set to expire in 2007. Because
of the classified board structure, stockholders have the opportunity to vote on
only one-third of the directors each year. In addition, prior to the adoption of
this proposed amendment to the Company's Certificate of Incorporation, the
Certificate of Incorporation provides that any director, or the entire Board of
Directors, may be removed from office at any time (i) with "cause" (as defined
in the Bylaws of the Company) by the affirmative vote of the holders of at least
a majority of the voting power of the then-outstanding shares of the Company's
voting stock entitled to vote generally in the election of directors, or (ii)
with or without cause by the affirmative vote of at least a majority of the
members of the Board of Directors then in office except the director or
directors whose removal is being considered.

If the stockholders approve the amendment to the Company's Certificate of
Incorporation described in this Item 1, all of the Company's directors will be
subject to election at each annual stockholders' meeting, commencing at this
annual meeting, and will be elected for a one-year term which will expire at the
next annual meeting of the stockholders. In addition, this amendment to the
Company's Certificate of Incorporation removes the director removal provisions
currently included in the Certificate of Incorporation as described in the last
sentence of the paragraph above. Following such amendment, any director, or the
entire Board of Directors, may be removed at any time by the affirmative vote of
the holders of the majority of all outstanding shares of the capital stock of
the Company entitled to vote generally in the election of directors. The text of
the proposed amendment to the Certificate of Incorporation is set forth in
Addendum B to this Proxy Statement, and stockholders are urged to read this
amendment carefully.

The Board of Directors believes that stockholders should have the opportunity to
vote on all directors each year, and that the elimination of the Company's
classified board structure will be an effective way to maintain and enhance the
accountability of the Board of Directors. In particular, some proponents of
non-classified boards have argued that having an annual election of all
directors has a positive impact on stockholder value by not precluding a
takeover bid in the event a corporation is underperforming. Moreover, many
commentators on corporate governance have argued that having a classified board
structure reduces the accountability of directors by limiting the ability of
stockholders to evaluate and elect all of a corporation's directors each year.
The existence of a classified board may be a negative factor in the
determination of a corporation's corporate governance rating as promulgated by
certain third-party corporate governance rating services.

In making this determination, the Board of Directors has considered that
eliminating the Company's classified board structure will have the effect of
accelerating the time required for a majority stockholder or group of
stockholders to replace a majority of the Board of Directors in any single year.
The classified board provision in the Company's Certificate of Incorporation,
combined with the restrictions therein on the ability of stockholders to remove
the Company's

directors in the Certificate of Incorporation (prior to the adoption of this
proposed amendment), could have the effect of making the removal of incumbent
directors more time-consuming and difficult, which could discourage a third
party from making a tender offer or otherwise attempting to obtain control of
the Company. In such event, at least two annual meetings, instead of one, would
generally be required to effect a change in the majority of the Company's Board
of Directors. In contrast, if this proposed amendment is adopted, the Company's
stockholders would be able to consider and vote on each of the nominees for the
full Board of Directors at each annual meeting, and would further have the
ability to remove any director or the entire Board of Directors without cause.

The Company is not aware of any attempt by any person or group of persons to
seek the removal of any of the Company's current directors.

If the stockholders vote to approve this proposed amendment to the Certificate
of Incorporation, it will become effective upon the filing of such amendment
with the Secretary of State of the State of Delaware. The Company intends to
file the amendment immediately after the requisite vote is obtained. The
stockholders will then be asked to vote on Item 2, providing for the removal of
all current directors without cause immediately prior to the election of all
directors at this annual meeting, and Item 3, providing for the election of nine
directors at this meeting to serve until the next annual meeting. In such event,
a vote on Item 4 will not be taken.

If the stockholders do not approve this proposal, the Board will remain
classified, and the Company's current directors will continue to serve the
remainder of their three-year terms to which they have been previously elected
(except for the Class II directors, whose terms expire at this annual meeting
under the classified board structure). In such event, the stockholders will be
asked to vote on Item 4, providing for the election of each of the three Class
II directors to serve three-year terms ending at the 2008 Annual Meeting of
Stockholders, and a vote on Items 2 and 3 will not be taken.

As noted above, approval of this amendment to the Certificate of Incorporation
to eliminate the classified Board of Directors will require the affirmative vote
of holders at least 66 2/3% of the shares issued and outstanding as of the
record date.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE COMPANY VOTE "FOR"
THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION.

ITEM 2 - REMOVAL OF DIRECTORS WITHOUT CAUSE

If the stockholders approve the proposed amendment to the Company's Certificate
of Incorporation as described in Item 1, stockholders will then be asked to vote
on the removal of all of the Company's directors, without cause, under the
Company's amended Certificate of Incorporation, which removal will take effect
immediately prior to the election of all of the Company's directors pursuant to
Item 3. The sole purpose of this removal of the Company's directors is to
clarify and confirm that the current terms of each of the Company's directors
will

terminate at this annual stockholders' meeting and that each such director will
be subject to election at this annual meeting.

If Item 1 is not approved, the stockholders will not be asked to vote on Items 2
or 3, but will instead vote on Item 4.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE COMPANY VOTE "FOR"
THE REMOVAL OF ALL OF THE COMPANY'S DIRECTORS, WITHOUT CAUSE.

ITEM 3 - ELECTION OF DIRECTORS

If the stockholders approve the proposed amendment to the Company's Certificate
of Incorporation as described in Item 1, stockholders will then be asked to vote
on the election of all of the Company's directors. All nominees for such
directorships are presently directors of the Company. Each director elected will
hold office for a one-year term until the 2006 Annual Meeting of Stockholders.
The Board has the authority under the Company's Bylaws to fill vacancies and to
increase or decrease its size between annual meetings.

If Item 1 is not approved, the stockholders will not be asked to vote on Items 2
or 3, but will instead vote on Item 4.

NOMINEES FOR DIRECTORS

The Board, upon recommendation of its Nominating Committee, has nominated each
of the directors named below for election at this annual meeting of
stockholders. Such individuals were selected based on their broad experience,
wisdom, integrity, understanding of the business environment, thorough
appreciation for strong ethics and appropriate corporate governance, and their
willingness to devote adequate time to Board duties.

The following table sets forth certain information concerning these nominees:

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DIRECTOR POSITIONS WITH COMPANY, DIRECTORSHIPS AND BUSINESS
NAME AND AGE SINCE EXPERIENCE FOR LAST FIVE YEARS
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James F. Wright, 55 2002 President and Chief Executive Officer of the Company since
October 1, 2004. Previously served as President and Chief
Operating Officer of the Company from November 2000 through
September 30, 2004. From 1997 to 2000, served as President
and Chief Executive Officer of Tire Kingdom. From 1988 to
1996, held senior management-level positions with Western
Auto Supply Co. Other directorships: Autopartner
Incorporated from 1999 through April 2001, and Spartan
Stores, Inc. since August 2002. Class I Director.

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Gerard E. Jones, 68 1999 Managing Partner of Corporate Governance Advisors, LLC since
May 2003. Previously served as a Partner in the law firm of
Richards & O'Neil LLP from 1972 to 2003 and then served as
Of Counsel to the law firm of Shipman & Goodwin LLP. Served
as a director of several mutual funds sponsored by Morgan
Stanley Investment Management, including the Morgan Stanley
Institutional Fund, Inc. Class I Director.

------------------------------------ ----------------- -------------------------------------------------------------
Edna K. Morris, 53 2004 Served as President of Red Lobster, a seafood dining
company, from 2002 to September 2003. Previously served as
Executive Vice President/Operations at Red Lobster from 1998
to 2002. Prior to 1998, Ms. Morris was Executive Vice
President of Advantica Restaurant Group and was President of
Quincy's Family Steakhouse from 1996 to 1998. Ms. Morris
served as Executive Vice President/Human Resources at
Advantica Restaurant Group from 1992 to 1996. Other
directorships: Member of the Board of Trustees, Culinary
Institute of America and Founding President, Women's
Foodservice Forum and Cosi, Inc. Class I Director.

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Joseph M. Rodgers, 71 1995 Chairman of The JMR Group, an investment firm located in
Nashville, Tennessee, since 1984. Previously served as the
United States Ambassador to France from 1985 until 1989.
Other directorships: AMR Corporation/American Airlines,
Inc., since 1989; Lafarge Corporation, since 1989; SunTrust
Bank, Nashville, N.A., since 1989. Class II Director.

------------------------------------ ----------------- -------------------------------------------------------------
Sam K. Reed, 58 2000 Chairman and Chief Executive Officer of Specialty Foods
Group of Dean Foods Company since January 2005. Retired as
Vice Chairman and a director of Kellogg Company in March
2002. From 1996 to 2001, served as Chief Executive Officer
and director of the Keebler Foods Company, Inc. From 1994 to
1995, served as President and Chief Executive Officer of the
Western Bakery Group, a division of Specialty Foods
Corporation. Other directorships: Weight Watchers
International, since February 2002, and Castleberry Foods
Company since 1991. Class II Director.

------------------------------------ ----------------- -------------------------------------------------------------
Joseph H. Scarlett, Jr., 62 1982 Chairman of the Board of the Company since February 1993.
Previously served as Chairman and Chief Executive Officer of
the Company from February 1993 through September 30, 2004.
Previously served in various senior executive positions with
the Company from 1978 to 1993. Mr. Scarlett also serves as
the Chairman of the Retail Industry Leaders Association
Board. Class III Director.

------------------------------------ ----------------- -------------------------------------------------------------

------------------------------------ ----------------- -------------------------------------------------------------
DIRECTOR POSITIONS WITH COMPANY, DIRECTORSHIPS AND BUSINESS
NAME AND AGE SINCE EXPERIENCE FOR LAST FIVE YEARS
------------------------------------ ----------------- -------------------------------------------------------------
S.P. Braud, 74 1993 Vice President and director of Braud Design/Build Inc., a
residential construction company located in Ponte Vedra
Beach, Florida, since October 1992. Previously served as a
Vice President and the Treasurer and Chief Financial Officer
of Service Merchandise Company, Inc. from 1986 to 1993.
Class III Director.

------------------------------------ ----------------- -------------------------------------------------------------
Cynthia T. Jamison, 45 2002 Chief Financial Officer of Cosi, Inc. since July 2004 and
partner in Tatum CFO Partners, LLP since June 1999.
Previously served as the Chief Financial Officer for Chart
House Enterprises from 1998 to 1999 and Vice President of
Finance for Allied Domecq Retailing, USA from 1996 to 1998.
Other directorship: B&G Foods, Inc., since October 2004.
Class III Director.

------------------------------------ ----------------- -------------------------------------------------------------

If a nominee becomes unwilling or unable to serve, which is not expected, the
proxies will be voted for a substitute person designated by the Board upon the
recommendation of its Nominating Committee.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE COMPANY VOTE "FOR"
THE ELECTION OF EACH OF THESE NOMINEES.

ITEM 4 - ELECTION OF DIRECTORS (IN THE ALTERNATIVE TO ITEMS 2 AND 3)

Stockholders will be asked to vote on this Item 4 solely in the event that the
stockholders do not approve the proposed amendment to the Company's Certificate
of Incorporation at this annual meeting to eliminate the classification of the
Board of Directors as described in Item 1. If the stockholders approve Item 1,
then the Company will amend its Certificate of Incorporation to eliminate the
classified Board of Directors, and the stockholders will proceed to vote on
Items 2 and 3 and not this Item 4. If, however, the stockholders do not approve
Item 1, a vote will be taken on this Item 4.

If the stockholders do not approve Item 1, each of the following Class II
directors are nominated for election to serve a three-year term ending at the
2008 Annual Meeting of Stockholders: Joseph D. Maxwell, Joseph M. Rodgers and
Sam K. Reed.

THE BOARD UNANIMOUSLY RECOMENDS THAT THE STOCKHOLDERS OF THE COMPANY VOTE "FOR"
THE ELECTION OF JOSEPH D. MAXWELL, JOSEPH M. RODGERS AND SAM K. REED.

COMPENSATION OF DIRECTORS

In fiscal 2004, the Company paid each director who was not also an employee of
the Company an annual retainer of $28,000. In addition, the Company pays all
such non-employee directors $3,000 for each Board meeting attended. The Company
pays non-employee directors $1,000 for each committee meeting attended ($2,000
is paid to each committee chairperson with the exception of the audit committee
chairperson who is paid $4,000 for each meeting attended). The Company pays
non-employee directors one-half these standard rates for each telephonic meeting
attended The Company reimburses all directors for out-of-pocket expenses
incurred in connection with their attendance at Board and committee meetings. In
addition, each of the directors is eligible to participate in the Company's 2000
Stock Incentive Plan under which non-qualified stock options for (i) 3,500
shares of Common Stock are automatically granted to each non-employee director
of the Company upon election to the Board, and (ii) 2,000 shares of Common Stock
are automatically granted to each non-employee director annually thereafter,
with exercise prices equal to the fair market value of such shares at the time
of grant. No director who is an employee of the Company receives compensation
for services rendered as a director.

BOARD MEETINGS AND COMMITTEES

HOW OFTEN DID THE BOARD MEET IN 2004?

The Board held five regular meetings during the fiscal year ended December 25,
2004, to review significant developments affecting the Company, engage in
strategic planning and act on matters requiring Board approval.

For the fiscal year ended December 25, 2004, each incumbent director attended at
least 75% of the Board meetings and at least 75% of the meetings of committees
on which he or she served.

WHAT ARE THE STANDING COMMITTEES OF THE BOARD?

--------------------- ---------------------------- ----------------------------------------------------- -------------
FUNCTIONS AND NUMBER OF
COMMITTEE MEMBERS ADDITIONAL INFORMATION MEETINGS
--------------------- ---------------------------- ----------------------------------------------------- -------------
Audit S.P. Braud * o Oversees financial reporting, policies, 9
Cynthia T. Jamison procedures and internal controls of the Company
Joseph M. Rodgers o Appoints the independent auditors
o Evaluates the general scope of the annual
audit and approves all fees paid to the
independent auditors
--------------------- ---------------------------- ----------------------------------------------------- -------------
Compensation Cynthia T. Jamison* o Reviews and approves compensation of 6
Edna K. Morris directors and executive officers
Joseph M. Rodgers o Reviews and approves grants of stock
options to officers pursuant to stock
incentive plans
o Reviews salary and benefit issues
--------------------- ---------------------------- ----------------------------------------------------- -------------
Corporate Governance Sam K. Reed* o Develops, sets and maintains corporate 2
Gerard E. Jones governance standards
Edna K. Morris o Reviews and monitors activities of Board
members
o Evaluates the effectiveness of the Board
process and committee activities
--------------------- ---------------------------- ----------------------------------------------------- -------------
Nominating Gerard E. Jones* o Makes recommendations for nominees for 2
S.P. Braud director
Sam K. Reed o Evaluates qualifications for new
candidates for director positions
--------------------- ---------------------------- ----------------------------------------------------- -------------

* Committee Chairperson

The Board has determined that each member of the Company's Audit Committee,
Compensation Committee, Corporate Governance Committee and Nominating Committee
is an independent director within the meaning of the NASDAQ listing standards.
In addition, the Board has determined that Mr. Braud, the chair of the Audit
Committee, is qualified as an audit committee financial expert within the
meaning of SEC regulations and NASDAQ listing standards.

RELATED-PARTY TRANSACTIONS WITH TRACTOR SUPPLY COMPANY

The Company is a party to a lease agreement, dated January 1, 1986, with an
entity controlled by Joseph D. Maxwell, a director of the Company. The lease is
for one of the Company's stores, provides for annual rent of approximately
$74,000 and has a term ending December 31, 2005. The Company believes the terms
of this lease are comparable to those which would have been available if they
had been entered into with an unrelated party.

AUDIT COMMITTEE REPORT

Tractor Supply Company's Audit Committee consists of three directors. The Board
has adopted a charter that governs the Audit Committee. The Charter, as revised
in February 2005, is attached to this Proxy Statement as Addendum A. The members
of the Audit Committee are S.P. Braud (Chairman), Cynthia T. Jamison and Joseph
M. Rodgers, and each is "independent" as defined by the NASDAQ listing standards
and applicable Securities and Exchange Commission regulations.

Tractor Supply Company's management is primarily responsible for the Company's
financial statements and financial reporting process, including assessing the
effectiveness of the Company's internal control over financial reporting. Ernst
& Young LLP, the Company's independent auditors, is responsible for planning and
carrying out annual audits and quarterly reviews of the Company's financial
statements in accordance with standards established by the Public Company
Accounting Oversight Board, expressing an opinion on the conformity of the
Company's audited financial statements with accounting principles generally
accepted in the United States, evaluating and reporting on the fairness of
management's assessment of the effectiveness of the Company's internal control
over financial reporting, and auditing and reporting on the effectiveness of the
Company's internal control over financial reporting. The Audit Committee
monitors and oversees these processes and is responsible for the appointment,
compensation and oversight of the Company's independent auditors.

To fulfill our responsibilities, we did the following:

o We reviewed and discussed with Company management and the independent
auditors the Company's consolidated financial statements for the fiscal
year ended December 25, 2004.
o We reviewed management's representations to us that those consolidated
financial statements were prepared in accordance with generally accepted
accounting principles.
o We discussed with the independent auditors the matters that Statement on
Auditing Standards No. 61, as amended by Statement on Auditing Standards
No. 90, rules of the Securities and Exchange Commission, and other
standards require them to discuss with us, including matters related to the
conduct of the audit of the Company's consolidated financial statements.
o We received written disclosures and the letter from the independent
auditors required by Independence Standards Board Standard No. 1 relating
to their independence from the Company and its management, and we have
discussed with Ernst & Young LLP their independence from the Company and
its management.
o We considered whether Ernst & Young LLP's provision of non-audit services
to the Company is compatible with maintaining their independence from the
Company and its management.

The Audit Committee meets with the Company's independent auditors, with and
without management present, to discuss the results of the audit of the financial
statements, the audit of the effectiveness of the Company's internal control
over financial reporting, management's progress in assessing the effectiveness
of the Company's internal control over financial reporting as required by
Section 404 of the Sarbanes-Oxley Act of 2002, and the overall quality of the
Company's financial reporting.

Based on the discussions we had with management and the independent auditors,
the independent auditors' disclosures and letter to us, the representations of
management to us and the report of the independent auditors, we approved the
Company's audited annual consolidated financial statements for fiscal year 2004
for inclusion in the Company's Annual Report on Form 10-K for the fiscal year
ended December 25, 2004, for filing with the Securities and Exchange Commission.

The Audit Committee submits this report:

S.P. Braud (Chairperson)
Cynthia T. Jamison
Joseph M. Rodgers

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Ms. Jamison, Mr. Rodgers and Ms. Morris serve on the Compensation Committee of
the Board. There are no, and during fiscal 2004 there were no, interlocking
relationships between any officers of the Company and any entity whose directors
or officers serve on the Board's Compensation Committee, nor did any current or
past officers of the Company serve on the Compensation Committee during fiscal
2004.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

COMPENSATION PHILOSOPHY

Tractor Supply Company's executive compensation program is designed to structure
executive compensation consistent with the Company's overall business strategy,
philosophy and objectives. To that end, the Company's compensation philosophy:

o Embodies a "pay-for-performance" approach that rewards executives for
long-term strategic management and enhancement of stockholder value;
o Provides performance-based incentives that measure rewards against personal
and Company goals; and
o Promotes a competitive, market-driven design that provides incentives to
attract and retain key executives.

The Company believes this philosophy attracts, retains and motivates key
executives critical to the long-term success of the Company, all in a manner
consistent with our stockholders' interests.

The Compensation Committee reviews and approves the salaries of Joseph H.
Scarlett, Jr., Chairman of the Board; James F. Wright, President and Chief
Executive Officer; Calvin B. Massmann, Senior Vice President, Chief Financial
Officer and Treasurer; Gerald W. Brase, Senior Vice President-Merchandising; and
Stanley L. Ruta, Senior Vice President-Store

Operations. As part of its oversight of the Company's compensation programs, the
Committee also reviews the salaries paid to certain other Company executives.

This compensation philosophy is implemented through compensation packages that
include various cash and non-cash components: (1) base salary, which is reviewed
annually; (2) incentive payments under the Company's management incentive plans;
and (3) equity compensation consisting of stock options. The Company has a
Deferred Compensation Plan under which executives may defer compensation, with
interest accruing on amounts deferred.

The Company believes, based on an analysis of compensation conducted by the
Compensation Committee, supplemented by independent compensation surveys of the
retail industry in general and the Company's survey of select retailers, that
its base salaries are generally set somewhat below competitive levels; it
therefore relies to a larger degree on annual and longer term "incentive"
compensation.

BASE SALARY

In setting annual salaries, the Compensation Committee reviews and approves an
annual salary plan for each of the Company's executive officers. The annual
salary plan is based on numerous subjective factors, which include the officer's
individual performance and responsibility level, and the Company's performance
for the preceding fiscal year, as well as objective factors such as general wage
and salary levels and matching the officer's position to comparable positions in
the competitive marketplace by reference to the surveys referred to above.
Generally, the salary goals for officers are targeted at or slightly below the
salary range mid-point of the 50th percentile of salaries for comparable
positions (based on the surveys referred to above) so that a larger portion of
the officer's compensation is tied to Company performance, thereby more closely
linking executive and stockholder interests. The annual salary plans are
approved by the Compensation Committee based on its assessment of the foregoing
factors, as well as its assessment of each officer's past performance and the
Compensation Committee's expectation of each officer's future contributions in
leading the Company.

INCENTIVE PAYMENTS

All executive officers participate in the Company's 2004 Cash Incentive Plan
(the "CIP") under which they are eligible to receive an incentive payment. The
incentive payment is a percentage of their annual base salary and is calculated
based on the Company's actual net income for the year in comparison to the
Board-approved net income plan (the "profit performance"). The incentive payment
can range from 0% of annual base salary if the Company's profit performance is
less than 90% of the performance target established by the Compensation
Committee to 150% of annual base salary if the Company's profit performance is
110% or more of the performance target.

The Compensation Committee may recommend, and the Board may award, at its
discretion, bonuses based on other subjective factors such as the executive's
individual performance, unusual factors and strategic long-term decisions
affecting the Company's performance during the fiscal year. The Compensation
Committee or the Board may amend or terminate the CIP at any time. For fiscal
2004, all of the named executive officers were awarded bonuses as reflected in
the Summary Compensation Table contained elsewhere in this Proxy Statement.

EQUITY PARTICIPATION

A large portion of the officers' total compensation is tied to stock
performance, thus more closely aligning their interests with the long-term
interests of the Company's stockholders. This is accomplished primarily through
the Company's 2000 Stock Incentive Plan, which is administered by the
Compensation Committee of the Board of Directors. Stock options generally are
granted annually to all officers and other key employees, have a 10-year term
and are exercisable at the market price on the date of grant. The stock option
grant size is reviewed and approved by the Compensation Committee and generally
is based on market data for comparable positions in both general and retailing
industries, with the largest number of option shares being granted to senior
executive officers, decreasing incrementally, based on position. The stock value
is determined using the Black-Scholes option pricing method. The stock option
grant size is also impacted by (1) the individual participant's past
performance; (2) expectations of the individual's future contributions in
leading the Company; and (3) the Company's overall performance. For stock
options granted prior to 2001, the vesting is one-third each year, beginning on
the third anniversary of the grant date, thus becoming 100% vested on the fifth
anniversary of the grant date. For all stock options granted from 2001 through
2004, the vesting is one-third each year, beginning on the first anniversary of
the grant date, thus becoming 100% vested on the third anniversary of the grant
date. For all stock options granted after 2004, the vesting is one-fourth on the
second anniversary of the grant date and one-fourth on each of the third,
fourth, and fifth anniversary dates of the grant date, thus becoming 100% vested
on the fifth anniversary of the grant date.

DEFERRED COMPENSATION

The Company's officers are also compensated, to a much lesser extent, pursuant
to several other plans. The Executive Deferred Compensation Plan ("EDCP"), which
is administered by the Compensation Committee, provides additional incentives
for officers of the Company and enhances the Company's ability to attract and
retain the services of qualified persons. The EDCP provides that designated
participants (all officers and a select group of other highly compensated
employees of the Company) may elect to defer up to 40% of their annual base
salary and up to 100% of their annual incentive compensation under their
respective bonus plans. To be eligible for the salary deferral, each participant
must contribute the maximum amount of salary to the Company's 401(k) Plan
subject to the Company's match. Under the EDCP, the participants' salary
deferral is matched by the Company, 100% on the first 3% of base salary
contributed and 50% on the next 3% of base salary contributed limited to a
maximum annual matching contribution of $4,500. Each participant's account earns
simple annual interest at the prime rate as in effect on January 1 of each year.
Each participant is fully vested in all amounts credited to their deferred
compensation account. Payments under the EDCP are made within 30 days following
the earlier of the participant's (i) death, (ii) retirement, (iii) total and
permanent disability, (iv) termination of employment with the Company or (v)
some other date designated by the participant at the time of the initial
deferral. Payments are made in cash and are paid in ten annual installments or
in a single lump sum payment, at the election of the participant.

OTHER PLANS

Officers also participate in the Executive Life Insurance Plan, which provides
for basic term life insurance coverage (equal to four times salary rounded to
the next highest $1,000 to a maximum of $1,000,000).

The Company's officers also participate in the various qualified and
non-qualified employee benefit plans sponsored by the Company. The Company makes
only nominal use of perquisites in compensating its executive officers.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

JOSEPH H. SCARLETT, JR.

Joseph H. Scarlett, Jr. was the Company's Chairman of the Board and Chief
Executive Officer from February 1993 through September 2004. Mr. Scarlett's base
salary as Chief Executive Officer was set at $682,500 effective March 2004. Mr.
Scarlett's salary is determined by the Compensation Committee substantially in
accordance with the policies described above relating to all executive officers
of the Company. In particular, the base salary is based on a comparison of base
salaries of chief executive officers of similar sized retailers participating in
the compensation surveys referred to above, the Company's overall performance
and the Compensation Committee's assessment of Mr. Scarlett's personal
performance and accomplishments and expectations of Mr. Scarlett's future
contributions in leading the Company. The Company believes that after
considering Mr. Scarlett's base salary for fiscal 2004, Mr. Scarlett's base
salary is still at or below the salary mid-point of salaries for chief executive
officers for retail and wholesale companies of comparable size based on the
compensation surveys referred to above.

Mr. Scarlett also received an incentive payment of $245,700 under the CIP. The
bonus was based on the Company's achievement of the net income performance goals
established by the Committee and was paid in the current fiscal year but relates
to performance in the fiscal year ended December 25, 2004.

On January 22, 2004, the Committee awarded Mr. Scarlett an option to purchase
50,000 shares of common stock at an exercise price of $46.92 (representing 110%
of the fair market value on the date of grant), with a five-year term. The
option vests ratably over a three-year period.

JAMES F. WRIGHT

James F. Wright was appointed the Company's Chief Executive Officer effective
October 1, 2004. Mr. Wright's base salary as Chief Executive Officer was set at
$682,500, effective October 1, 2004, pursuant to the terms of an Employment
Agreement entered into between the Company and Mr. Wright on July 12, 2004. Mr.
Wright's base salary as Chief Executive Officer is determined by the
Compensation Committee based on the same factors as set forth above regarding
Mr. Scarlett. The Company believes that after considering Mr. Wright's base
salary for fiscal 2004, Mr. Wright's base salary is still at or below the salary
mid-point of salaries for chief executive officers for retail and wholesale
companies of comparable size based on the compensation surveys referred to
above.

Mr. Wright also received an incentive payment of $245,700 under the CIP. The
bonus was based on the Company's achievement of the net income performance goals
established by the Committee and was paid in the current fiscal year but relates
to performance in the fiscal year ended December 25, 2004.

On January 22, 2004, the Committee awarded Mr. Wright an option to purchase
45,000 shares of common stock at an exercise price of $42.65 (representing the
fair market value on the date of grant), with a ten-year term. In connection
with his appointment as Chief Executive Officer on October 1, 2004 and in
accordance with his Employment Agreement, the Committee awarded Mr. Wright an
additional option to purchase 37,500 shares of common stock at an exercise price
of $32.68 (representing the fair market value on the date of grant), with a
ten-year term. Each option vests ratably over a three-year period.

EXECUTIVE COMPENSATION TAX DEDUCTIBILITY

Under Section 162(m) of the Internal Revenue Code, compensation paid by a
publicly-held corporation to the chief executive officer and four other most
highly paid executive officers in excess of $1 million per year per officer is
deductible only if paid pursuant to qualifying performance-based compensation
plans approved by stockholders. Because the amount and mix of individual
compensation are based on competitive considerations as well as Company and
individual performance, executive officer compensation that is not
performance-based may exceed $1 million in a given year. While considering the
tax implications of its compensation decisions, the Committee believes its
primary focus should be to attract, retain and motivate executives and to align
the executives' interests with those of the Company's stockholders.

CONCLUSION

The Compensation Committee believes that the Company's Compensation Policies are
strongly linked to the Company's performance and the enhancement of stockholder
value. The Compensation Committee intends to continually evaluate the Company's
Compensation Policies and plans to ensure that they are appropriately configured
to align the interests of officers and stockholders and that the Company can
attract, motivate and retain talented management personnel.

The Compensation Committee submits this report:

Cynthia T. Jamison (Chairperson)
Joseph M. Rodgers
Edna K. Morris

SUMMARY COMPENSATION

The following table summarizes information concerning cash and non-cash
compensation paid to or accrued for the benefit of the Company's Chief Executive
Officer and each of the four other most highly compensated executive officers of
the Company (the "named executive officers") for all services rendered in all
capacities to the Company for the fiscal years ended December 25, 2004, December
27, 2003, and December 28, 2002:

---------------------------- --------- ------------- ------------ --------------- ----------------- ------------------
LONG-TERM
COMPENSATION
AWARDS
FISCAL OTHER ANNUAL STOCK OPTIONS ALL OTHER
NAME AND POSITION YEAR SALARY (1) BONUS (2) COMPENSATION (IN SHARES) COMPENSATION (3)
---------------------------- --------- ------------- ------------ --------------- ----------------- ------------------

Joseph H. Scarlett, Jr. 2004 $ 676,250 $245,700 -- 50,000 $ 33,860
Chairman of the Board (4) 2003 $ 644,808 $773,500 -- 100,000 $ 13,164
2002 $ 580,769 $900,000 -- 200,000 $ 118,559
---------------------------- --------- ------------ ------------- --------------- ------------------ -----------------

James F. Wright 2004 $ 599,808 $245,700 -- 82,500 $ 29,732
President and Chief 2003 $ 490,000 $535,000 -- 80,000 $ 20,999
Executive Officer (5) 2002 $ 415,384 $510,000 -- 142,000 $ 29,029
---------------------------- --------- ------------ ------------- --------------- ------------------ -----------------

Calvin B. Massmann 2004 $ 296,272 $ 71,635 -- 15,000 $ 28,261
Sr. Vice President- 2003 $ 285,654 $215,250 -- 30,000 $ 27,962
Chief Financial Officer 2002 $ 254,693 $231,300 -- 60,000 $ 21,196
and Treasurer
---------------------------- --------- ------------ ------------- --------------- ------------------ -----------------

Gerald W. Brase 2004 $ 279,402 $ 33,955 -- 15,000 $ 13,828
Sr. Vice President- 2003 $ 263,210 $198,338 -- 30,000 $ 16,466
Merchandising 2002 $ 233,269 $211,500 -- 60,000 $ 20,870
---------------------------- --------- ------------ ------------- --------------- ------------------ -----------------

Stanley L. Ruta 2004 $ 261,229 $ 64,308 -- 15,000 $ 20,507
Sr. Vice President- 2003 $ 231,077 $174,750 -- 30,000 $ 19,426
Store Operations 2002 $ 196,154 $180,000 -- 60,000 $ 20,574
---------------------------- --------- ------------ ------------- --------------- ------------------ -----------------

(1) This column includes portion of salary deferred at the named executive's
election under the Tractor Supply Company Employee 401(k) Retirement
Savings Plan (the "401(k) Plan") and the Executive Deferred Compensation
Plan.
(2) Incentive payments in this column relate to performance under the 2004 Cash
Incentive Plan.
(3) "All Other Compensation" for the fiscal year ended December 25, 2004,
includes Company contributions to the 401(k) Plan, Company contributions
and interest credited on deferred compensation and term life and long-term
disability insurance premiums paid by the Company for the benefit of each
officer. These amounts are shown in the following table:

------------------------ -------------- ----------------- ----------------
COMPANY MATCH TERM
COMPANY AND INTEREST ON LIFE AND LTD
MATCH ON DEFERRED INSURANCE
NAME 401(K) PLAN COMPENSATION PREMIUMS
------------------------ -------------- ----------------- ----------------
Joseph H. Scarlett, Jr. $ 9,225 $ 22,123 $ 2,512
------------------------ -------------- ----------------- ----------------
James F. Wright $ 9,225 $ 17,861 $ 2,646
------------------------ -------------- ----------------- ----------------
Calvin B. Massmann $ 9,225 $ 16,390 $ 2,646
------------------------ -------------- ----------------- ----------------
Gerald W. Brase $ 9,225 $ 1,957 $ 2,646
------------------------ -------------- ----------------- ----------------
Stanley L. Ruta $ 9,225 $ 8,636 $ 2,646
------------------------ -------------- ----------------- ----------------

(4) Mr. Scarlett served as Chief Executive Officer through September 30, 2004.

(5) Mr. Wright was appointed Chief Executive Officer effective October 1, 2004.

OPTION GRANTS IN LAST FISCAL YEAR

The following table reflects certain information with respect to options to
acquire shares of the Company's Common Stock granted under the Company's 2000
Stock Incentive Plan to the named executive officers.

-------------------------------------------------------------------------------------- -----------------------------
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS (1) FOR OPTION TERM (2)
-------------------------------------------------------------------------------------- -----------------------------
PERCENT OF
TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO
UNDER-LYING EMPLOYEES IN EXERCISE OR
OPTIONS FISCAL YEAR BASE PRICE EXPIRATION
NAME GRANTED (#) (%) ($/SH) DATE 5% ($) 10% ($)
--------------------------- -------------- -------------- ------------- -------------- -------------- --------------

Joseph H. Scarlett, Jr. 50,000 11.9 $46.92 1/22/09 $ 648,087 $ 1,432,104
--------------------------- -------------- -------------- ------------- -------------- -------------- --------------
James F. Wright 45,000 10.8 $42.65 1/22/14 $ 1,207,006 $ 3,058,790
--------------------------- -------------- -------------- ------------- -------------- -------------- --------------
James F. Wright 37,500 8.9 $32.68 10/1/14 $ 770,710 $ 1,953,131
--------------------------- -------------- -------------- ------------- -------------- -------------- --------------
Calvin B. Massmann 15,000 3.6 $42.65 1/22/14 $ 402,335 $ 1,019,597
--------------------------- -------------- -------------- ------------- -------------- -------------- --------------
Gerald W. Brase 15,000 3.6 $42.65 1/22/14 $ 402,335 $ 1,019,597
--------------------------- -------------- -------------- ------------- -------------- -------------- --------------
Stanley L. Ruta 15,000 3.6 $42.65 1/22/14 $ 402,335 $ 1,019,597
--------------------------- -------------- -------------- ------------- -------------- -------------- --------------

(1) The exercise price of the options granted is equal to the fair market value
of the Company's Common Stock on the date of grant. Options generally have
a ten-year term. Options vest one-third each year, beginning on the first
anniversary of the grant date, thus becoming 100% vested on the third
anniversary of the grant date. Options granted to Mr. Scarlett have an
exercise price of 110% of the fair market value of the Company's Common
Stock on the date of grant and have a five-year term.

(2) The potential realizable value amounts shown illustrate the values that
might be realized upon exercise immediately prior to the expiration date
using 5% and 10% appreciation rates set by the Securities and Exchange
Commission, compounded annually, and, therefore, are not intended to
forecast possible future appreciation, if any, of the Company's Common
Stock price. Additionally, these values do not take into consideration the
terms of the options providing for nontransferability, vesting, or
termination of the options following termination of employment.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

The following table reflects all stock options exercised by the named executives
during the fiscal year ended December 25, 2004, and the number and value of
options they held at fiscal year end:

VALUE OF
UNEXERCISED
SHARES NUMBER OF SHARES UNDERLYING IN-THE-MONEY
ACQUIRED UNEXERCISED OPTIONS AT FISCAL OPTIONS AT
ON VALUE YEAR END FISCAL YEAR-END ($) (2)
EXERCISE REALIZED ---------------------------------- ------------------------------
NAME (#) ($) (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------ ------------- -------------- ---------------- ----------------- -------------- ---------------

Joseph H. Scarlett, Jr. -0- -0- 166,667 183,333 $ 3,961,833 $ 2,697,167
------------------------ ------------- -------------- ---------------- ----------------- -------------- ---------------
James F. Wright 21,996 $ 908,692 242,664 383,170 $ 7,085,807 $ 8,858,962
------------------------ ------------- -------------- ---------------- ----------------- -------------- ---------------
Calvin B. Massmann 60,000 $ 2,348,197 35,733 146,467 $ 890,089 $ 3,830,488
------------------------ ------------- -------------- ---------------- ----------------- -------------- ---------------
Gerald W. Brase -0- -0- 129,067 119,801 $ 3,726,609 $ 2,971,960
------------------------ ------------- -------------- ---------------- ----------------- -------------- ---------------
Stanley L. Ruta 22,891 $ 896,893 77,710 121,201 $ 2,146,387 $ 3,020,075
------------------------ ------------- -------------- ---------------- ----------------- -------------- ---------------

(1) The value realized equals the difference between the option exercise price
and the closing price of the Company's stock on the date of exercise,
multiplied by the number of shares to which the exercise relates.

(2) The value of unexercised in-the-money options is calculated based on the
difference between the option exercise price and the closing price of the
Company's stock at fiscal year end, multiplied by the number of shares
underlying the options. The closing price of the Company's Common Stock as
reported on The NASDAQ National Market on December 25, 2004, was $35.93.

EMPLOYMENT AGREEMENT

The Company's President and Chief Executive Officer, James F. Wright, is party
to an employment agreement (the "Agreement") with the Company dated July 12,
2004 setting forth the terms of Mr. Wright's employment with the Company, the
financial obligations of the Company to Mr. Wright and certain rights,
responsibilities, and duties of Mr. Wright. The Agreement provides that
commencing October 1, 2004, Mr. Wright will serve as President and Chief
Executive Officer of the Company and provides for a minimum base salary of
$682,500 (currently $750,000) subject to annual review by the Compensation
Committee, eligibility to participate in such bonus plans as the Compensation
Committee of the Board of Directors may determine appropriate for executive
officers of the Company, stock options, and employee benefits.

The initial term of the Agreement is from July 12, 2004 through December 31,
2007, with automatic renewals for successive three year periods unless either
party provides written notice of non-renewal at least one year prior to the
expiration of the initial term or any renewal term as applicable. The Agreement
may be terminated at any time without cause upon 30 days notice. In the event of
termination by the Company of Mr. Wright's employment without "cause" (as
defined in the Agreement) or by Mr. Wright for "good reason" (as defined in the
Agreement),

Mr. Wright would receive as severance two years of his then current base salary,
bonus equal to the aggregate bonus paid to Mr. Wright for the two fiscal years
immediately preceding the termination date, paid health insurance benefits
through the second anniversary date of termination, any other unpaid benefits
through the second anniversary of the date of termination, and outplacement
services not to exceed $50,000 or for a period exceeding the earlier of one year
from the termination date or the first acceptance by Mr. Wright of an offer of
employment. The Company's obligation to make such payments will be reduced
dollar-for-dollar by the amount of compensation earned by Mr. Wright from other
employment during the period the Company is required to make any severance
payments. The Agreement also provides that upon such a termination, Mr. Wright
will be fully vested in all then outstanding options to acquire stock of the
Company, and all then outstanding restricted shares of stock of the Company and
such options shall remain exercisable until the earlier of (i) the first
anniversary of the date of termination and (ii) the otherwise applicable normal
expiration date of such option. In the event of a termination other than a
termination by the Company without cause or a termination by Mr. Wright for good
reason, Mr. Wright would receive only base salary and benefits through the date
of termination. The Agreement acknowledges that Mr. Wright is party to a Change
in Control Agreement dated as of August 1, 2002 (explained in further detail
below) and provides that in the event of termination for any reason following a
change in control of the Company during the term of the Change in Control
Agreement, the provisions of the Change in Control Agreement shall control and
provide the exclusive means for determining severance benefits payable to Mr.
Wright. The Agreement contains certain covenants by Mr. Wright, including
covenants regarding the confidentiality of the Company's trade secrets and
nonsolitication of Company employees and noncompetition with the Company for a
period of two years following any termination of his employment.

Independent members of the Board of Directors negotiated the terms of the
employment agreement with Mr. Wright. The Company and Mr. Wright were each
represented by separate legal counsel for the purposes of negotiating the
Agreement. The Compensation Committee of the Board of Directors reviewed and
approved the terms of the Agreement subject to approval by the full Board of
Directors. The Board of Directors subsequently reviewed the terms of the
Agreement and approved the recommendation of the Compensation Committee.

CHANGE IN CONTROL AGREEMENTS

The Company's senior executive officers are each party to an agreement with the
Company whereby, in the event of a change in control of the Company, certain
severance benefits will be paid in exchange for a commitment from the executive
officer for continued employment with the Company for six months following such
change in control and an agreement not to compete for a one-year period
thereafter. The benefits to be paid to each executive officer, which vary by
position, include (1) the equivalent of 1.5 or two times the annual base salary
and target incentive for the year in which the date of termination falls (two
times for both Messrs. Scarlett and Wright and 1.5 times for Messrs, Massmann,
Brase and Ruta); (2) proration of the base salary and target incentive for the
year in which the date of termination occurs; (3) provision of existing life,
disability and medical benefits for a period of eighteen months or two years
beyond the date of termination; and (4) the stock options outstanding at the
date of termination will continue to be exercisable for a period of two years
beyond the date of termination or, at the Company's election, may be canceled
upon lump sum payment of the cash equivalent of the excess of the fair market
value of all existing options on the date of termination over the exercise price
of the

related options. Further, each agreement provides for an additional "gross-up"
payment to cover applicable excise tax and federal, state, and local income and
employment taxes. These agreements expire in June 2007.

For purposes of these agreements, "change in control" is defined as (1) any
person who becomes the beneficial owner, directly or indirectly, of more than
30% of the combined voting power of the Company; (2) any change in the majority
of the Board of Directors from the composition as of August 2002; (3)
consummation of a reorganization, merger or consolidation of the Company whereby
more than 50% of the combined voting power of the then outstanding shares of the
Company changes; or (4) a sale or disposition of all or substantially all of the
assets of the Company (unless such sales do not result in a change in the
proportional ownership existing immediately prior to such sale or disposition).

STOCK PERFORMANCE CHART

The following graph compares the cumulative total stockholder return on the
Company's Common Stock from January 1, 2000 to December 25, 2004 (the Company's
fiscal year-end) with the cumulative total returns of the S&P 500 Index and the
S&P Retail Index over the same period. The comparison assumes that $100 was
invested on January 1, 2000 in the Company's Common Stock and in each of the
foregoing indices. The historical stock price performance shown on this graph is
not necessarily indicative of future performance.

[PERFORMANCE GRAPH]

------------- ------------ ------------ ------------ ------------- -------------
1/1/00 12/30/00 12/29/01 12/28/02 12/27/03 12/25/04
-------------------------------- ------------- ------------ ------------ ------------ ------------- -------------

Tractor Supply Company $ 100.00 $ 53.13 $ 205.88 $ 470.13 $ 973.75 $ 898.25
-------------------------------- ------------- ------------ ------------ ------------ ------------- -------------
S&P 500 $ 100.00 $ 89.86 $ 79.02 $ 59.58 $ 74.59 $ 82.36
-------------------------------- ------------- ------------ ------------ ------------ ------------- -------------
S&P Retail Index $ 100.00 $ 83.61 $ 91.59 $ 25.53 $ 36.49 $ 44.43
-------------------------------- ------------- ------------ ------------ ------------ ------------- -------------

COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors and persons who beneficially own more than 10%
of the Company's Common Stock to file initial reports of ownership and reports
of changes in ownership with the Securities and Exchange Commission. A copy of
each report is furnished to Tractor Supply Company.

Securities and Exchange Commission regulations require Tractor Supply Company to
identify in its proxy statement those individuals for whom any such report was
not filed on a timely basis during the most recent fiscal year. To the Company's
knowledge, based solely on a review of the copies of such reports furnished to
the Company and written representations that no other reports were required,
during the fiscal year ended December 25, 2004, all Section 16(a) filing
requirements applicable to directors, executive officers and greater than 10%
beneficial owners were complied with by such persons, except that each of the
named executive officers filed one late report relating to an award of stock
options on January 22, 2004 (this transaction was reported one day after the due
date in each instance) and each of the directors filed one late report relating
to an award of stock options on January 22, 2004 (this transaction was reported
three days after the due date in each instance).

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of January 31, 2005, by
(i) each person who is known by the Company to be the beneficial owner of more
than 5% of the Company's outstanding Common Stock; (ii) each director or person
nominated to be a director; (iii) each named executive officer; and (iv) all
directors and executive officers of the Company as a group. The determinations
of "beneficial ownership" of the Common Stock are based upon responses to
Company inquiries that cited Rule 13d-3 under the 1934 Act. Such Rule provides
that shares shall be deemed to be "beneficially owned" where a person has,
either solely or in conjunction with others, the power to vote or to direct the
voting of shares and/or the power to dispose, or to direct the disposition, of
shares; or where a person has the right to acquire any such beneficial ownership
within 60 days after the date of determination. Except as disclosed in the notes
to the table, each named person has sole voting and investment power with
respect to the number of shares shown as beneficially owned by him. There were
38,329,620 shares of Common Stock issued and outstanding on January 31, 2005.

-------------- ------------------------------------------------------- ---------------- ---------------- -------------
NUMBER OF
NAME OF NUMBER OF OPTION SHARES PERCENT
CLASS BENEFICIAL OWNER SHARES (3) OF CLASS
-------------- ------------------------------------------------------- ---------------- ---------------- -------------
Common
Stock
Joseph H. Scarlett, Jr. (1) (2)....................... 5,273,384 283,333 14.5%
James F. Wright ...................................... 65,551 398,331 1.2
Calvin B. Massmann ................................... 66,614 136,466 *
Gerald W. Brase ...................................... 20,000 203,134 *
Stanley L. Ruta ...................................... 25,559 146,643 *
S.P. Braud ........................................... 2,000 8,667 *
Cynthia T. Jamison ................................... -0- 6,334 *
Gerard E. Jones ...................................... -0- 21,667 *
Joseph D. Maxwell (4)................................. 520,936 8,667 1.4
Edna K. Morris ....................................... 327 1,167 *
Sam K. Reed .......................................... 2,500 28,667 *
Joseph M. Rodgers .................................... -0- 15,335 *
All directors and executive officers
as a group (12 persons) (1) (2) .................. 5,976,871 1,258,411 18.9%

------------------

* Less than 1% of Tractor Supply Company's outstanding common stock.

(1) Shares of Common Stock owned by Mr. Scarlett and the directors and
executive officers as a group include approximately 104,616 shares of
Common Stock allocated to Mr. Scarlett's 401(k) Plan account, with respect
to which Mr. Scarlett has investment and voting power on a pass through
basis.

(2) Includes 400,000 shares owned by Mr. Scarlett's wife with respect to which
Mrs. Scarlett has investment and voting power and Mr. Scarlett disclaims
beneficial ownership. Mr. Scarlett's address is c/o Tractor Supply Company;
200 Powell Place; Brentwood, TN 37027.

(3) Reflects the number of shares that are beneficially owned pursuant to
options granted under the Company stock option plans because they will have
the right to acquire beneficial ownership of the shares of Common Stock
related thereto within 60 days of January 31, 2005.

(4) Includes 304,968 shares owned by Mr. Maxwell's wife with respect to which
Mrs. Maxwell has investment and voting power and Mr. Maxwell disclaims
beneficial ownership.

ITEM 5: RATIFICATION OF REAPPOINTMENT
OF INDEPENDENT AUDITORS

The Audit Committee has reappointed Ernst & Young LLP as the firm of independent
auditors to audit the financial statements of the Company for the fiscal year
ending December 24, 2005. Ernst & Young LLP has served as independent auditors
for the Company since 2001. At the Annual Meeting, the stockholders are being
asked to ratify the reappointment of Ernst & Young LLP as the Company's
independent auditors for fiscal 2005. In the event of a negative vote on such
ratification, the Audit Committee may reconsider its selection.

Representatives of Ernst & Young LLP have been invited to and are expected to
attend the Annual Meeting, will have the opportunity to make a statement if they
so desire and are expected to be available to respond to appropriate questions
from stockholders.

Fees billed by the Company's independent auditors, for the last two fiscal
years, were as follows:

2004 2003
---- ----
Audit fees ..................... $1,189,060 $ 268,974
Audit-related fees (1).......... 126,909 4,575
Tax fees (2).................... 230,937 726,181
All other fees ................. 0 0

(1) Amounts reflect fees related to services provided as requested by the
Audit Committee (2004) and advisory services associated with
correspondence to the Securities and Exchange Commission (2003).

(2) Amount of tax fees reflects $198,000 and $200,000 for outsourcing of
income tax compliance in 2004 and 2003, respectively, as well as fees
for various sales tax-related audit assistance and other tax-related
advisory services.

All audit related services, tax services and other services were pre-approved by
the Audit Committee, which concluded that the provision of such services by
Ernst & Young LLP was compatible with the maintenance of that firm's
independence in the conduct of its auditing functions.

The Audit Committee Charter requires that the Audit Committee pre-approve all
audit and non-audit engagement fees, terms and services in a manner consistent
with the Sarbanes-Oxley Act of 2002. The Audit Committee may delegate the
authority to grant any pre-approvals to one or more members of the Audit
Committee, provided that such member(s) reports any pre-approvals to the Audit
Committee at its next scheduled meeting. The Audit Committee has delegated
pre-approval authority to S.P. Braud, the Chairman of the Audit Committee.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE COMPANY VOTE "FOR"
THE PROPOSAL TO RATIFY THE REAPPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.

STOCKHOLDER PROPOSALS

Stockholders who desire to submit to the Company proposals for possible
inclusion in the Company's proxy materials for the 2006 Annual Meeting of
Stockholders must submit such proposals in writing by November 8, 2005, to the
Corporate Secretary of the Company at 200 Powell Place, Brentwood, Tennessee
37027.

For a stockholder proposal that is not intended to be included in the Company's
proxy materials but is intended to be raised by the stockholder from the floor
at the 2006 Annual Meeting of Stockholders, the stockholder must provide timely
advance notice in accordance with the Company's by-laws. The Company's by-laws
contain an advance notice provision which provides that, to be timely, a
stockholder's notice of intention to bring business before a meeting must be
received by the Corporate Secretary of the Company at the above address not
later than sixty (60) nor earlier than ninety (90) calendar days prior to the
first anniversary of the date of the Company's proxy statement for the prior
year's annual meeting (no later than January 17, 2006, and no earlier than
December 18, 2005, for the Company's 2006 Annual Meeting of Stockholders). In
the event, however, that the date of the annual meeting is changed by more than
thirty (30) calendar days from the date of the prior year's annual meeting, such
notice and supporting documentation must be received by the Corporate Secretary
of the Company not later than the tenth day following the date on which the
Company provides notice of the date of such annual meeting but in no event later
than the fifth business day preceding the date of such annual meeting.

OTHER MATTERS

The Board does not intend to present any business at the Annual Meeting other
than the items stated in the "Notice of Annual Meeting of Stockholders" and
knows of no other business to be presented for action at the meeting. If,
however, any other business should properly come before the meeting or any
continuations or adjournments thereof, it is intended that the enclosed proxy
will be voted with respect thereto in accordance with the best judgment and
discretion of the persons named in the proxy.

In addition to solicitation by mail, certain of the Company's directors,
officers and regular employees, without additional compensation, may also
solicit proxies personally or by telephone. The costs of such solicitation will
be borne by the Company. The Company will also make arrangements with brokerage
houses, custodians and other nominees to send proxy materials to the beneficial
owners of shares of the Company's Common Stock held in their names, and the
Company will reimburse them for their related postage and clerical expenses.

AVAILABILITY OF FORM 10-K
AND ANNUAL REPORT TO STOCKHOLDERS

Copies of the Company's Annual Report to Stockholders for the fiscal year ended
December 25, 2004, which includes certain audited financial information about
the Company, are currently being mailed to stockholders together with this Proxy
Statement. Additional copies of such Annual Report, along with copies of the
Company's Annual Report on Form 10-K for the fiscal year ended December 25,
2004, as filed with the Securities and Exchange Commission (exclusive of
documents incorporated therein by reference), are available without charge to
stockholders on the Company's Internet website (WWW.MYTSCSTORE.COM) or upon
written request to the Company's investor relations department at the Company's
main address.

ADDENDUM A

TRACTOR SUPPLY COMPANY
AUDIT COMMITTEE CHARTER

PURPOSE

The Audit Committee (the "Committee"), in order to assist the Board of Directors
(the "Board"), in performing its oversight responsibilities shall oversee:

o The accounting and financial reporting processes and the audits of the
financial statements of the Company;
o Financial statements and information provided to stockholders;
o The system of internal controls established by management and the
Board of Directors and management's assessment of the effectiveness of
the Company's internal controls over financial reporting;
o Financial reporting principles and policies;
o Internal and external audit processes; and
o Management's control of information systems, data integrity and
security.

The Audit Committee will facilitate open communications relating to financial
accounting, reporting and internal control matters between itself, management,
the internal auditors and the external auditor.

DUTIES AND RESPONSIBILITIES

In fulfilling its responsibilities, the Audit Committee shall:

GENERAL

o Review the Committee's charter on an annual basis and recommend
modifications, as necessary, to the Corporate Governance Committee and
the Board of Directors.
o Report Committee actions to the Board of Directors, including any
recommendations the Committee may deem appropriate.
o Meet with the Director of Internal Audit, the external auditor and
management in separate executive sessions to discuss any matters that
the Committee or these groups believe should be discussed privately
with the Audit Committee and to confirm that the external auditors and
internal auditors have had full, free and unrestricted access to all
Company records, property, personnel and operations during the course
of their audits.
o Review with the Director of Internal Audit and the external auditor
the coordination of audit efforts to assure completeness of the
coverage of key business controls and risk areas, reduction of
redundant efforts and the effective use of audit resources.
o Establish procedures for (i) the receipt, retention and treatment of
complaints regarding accounting, internal accounting controls or
auditing matters and (ii) the confidential, anonymous submission by
employees of concerns regarding questionable accounting or auditing
matters.

A-1

INTERNAL CONTROLS AND RISK ASSESSMENT

o Review the Company's process for assessing significant risks or
exposures and the steps management has taken to minimize such risks.
o Consider and review with management, the external auditor and the
Director of Internal Audit:

1. The effectiveness of or weaknesses in the Company's internal
controls and the overall control environment.
2. Any related significant findings and recommendations of the
external auditors and internal audit, together with management's
responses thereto, including the plan and timetable for
implementation of corrective actions.
3. The status and adequacy of management information systems and
other information technology, including the significant related
risks and major controls over such activities.
4. Receive, and act upon as appropriate, the disclosures made by the
Chief Executive Officer and the Chief Financial Officer
concerning internal controls and fraud required by Rule 13a-14
and Rule 13a-15 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").

FINANCIAL REPORTING

o Receive, and act upon as appropriate, the information provided by the
external auditor pursuant to Section 10A(K) of the Exchange Act
concerning:

1. All critical accounting policies and practices.
2. All alternative treatments of financial information within
generally accepted accounting principles that have been discussed
with management, the ramifications of the use of such
alternatives and the treatment preferred by the external auditor.
3. Other material written communications with management.

o Resolve any disagreements between management and the external auditor
regarding financial reporting.
o Upon completion of the annual audit, discuss with management and the
external auditor:

1. The Company's annual financial statements, related footnotes and
annual report on Form 10-K to be filed with the SEC.
2. The external auditor's audit of the annual financial statements
and related report thereon.
3. Any significant changes required in the external auditor's audit
plan and any significant difficulties or disputes with management
encountered during the course of the audit.
4. The existence of significant estimates and judgments underlying
the financial statements, including the rationale behind those
estimates as well as the details on material accruals and
reserves.

A-2

5. Changes in accounting principles, including the rationale for
such changes and their impact on the financial statements.
6. The overall quality of the Company's financial reporting and the
Company's accounting principles.
7. Management's assessment of the effectiveness of the Company's
internal controls over financial reporting.
8. The external auditor's opinion on management's assessment of the
effectiveness of the Company's internal controls over financial
reporting.
9. Any other matters related to the conduct of the audit, which are
to be communicated to the Committee under generally accepted
auditing standards.

o Based upon its findings in performing this review, the Audit Committee
will make a recommendation to the Board of Directors regarding the
inclusion of the audited financial statements in the Company's Annual
Report on Form 10-K. In addition, the Audit Committee will provide a
report in the Company's annual proxy statement which discusses (1)
whether the Committee discussed these matters with management and the
external auditors and (2) whether the Committee recommended to the
Board that the audited financial statements be included in the Annual
Report on Form 10-K.
o The external auditors shall perform reviews of the Company's quarterly
financial statements and discuss with management and with the
Committee or its Chairman the results of their review prior to the
filing of the Company's quarterly report on Form 10-Q.

EXTERNAL AUDITOR

o Annually appoint, evaluate the performance of and, when necessary,
replace the external auditor.
o Approve the compensation of the external auditor.
o Review the scope and approach of the annual audit, including the
identification of business and financial risks and exposures, with the
external auditor and approve the engagement letter describing all the
services to be performed by them.
o Confirm the independence of the external auditor. On an annual basis,
obtain from the external auditor a written statement that confirms
their independence and addresses relationships and services that may
impact independence. The Committee shall take appropriate action in
response to the external auditor's report to satisfy itself of the
external auditor's independence.
o Pre-approve all auditing services and non-audit services provided by
the external auditor, other than as described in the engagement
letter. Such pre-approval may be delegated to one or more designated
members of the Audit Committee, which pre-approvals shall be presented
to the Audit Committee at its next meeting. Such pre-approval is
waived if in compliance with the de minimus exception contained in
Section 10A(i)(1)(B) of the Exchange Act.
o Instruct the external auditor to report directly to the Audit
Committee any serious difficulties or disagreements with management.

A-3
INTERNAL AUDITOR

o Review and evaluate the scope and nature of the internal audit plan,
including the linkage of the plan to the Company's overall business
objectives and management's identification of success and risk
factors.
o Authorize and approve the appointment, replacement, reassignment or
dismissal of the Director of Internal Audit.
o Consider, in consultation with the Director of Internal Audit, the
scope, role and independence of the internal audit function.
o Review with management and the Director of Internal Audit significant
audit findings, management's responses thereto, corrective actions
implemented as a result of such findings and any change in the scope
of the internal audit plan.
o Review with the Director of Internal Audit and management the internal
audit department budget, staffing and charter.

MEMBERSHIP

o The Audit Committee will have a minimum of three independent
directors.
o Only directors who meet the independence, experience, and other
requirements of NASDAQ, Section 10A(m)(3) of the Exchange Act and the
rules adopted by the Securities and Exchange Commission (the "SEC")
may serve on the Audit Committee.
o Members of the Audit Committee shall be financially literate and at
least one member of the Committee shall be an "audit committee
financial expert," as defined in the rules adopted by the SEC.
o The Corporate Governance Committee shall recommend prospective
members, with input from the Chairperson of the Audit Committee and
appointment by the full Board of Directors.
o The Board will continue to evaluate each Committee member's
eligibility to serve on the Committee.
o The Board will appoint the Committee members and a Chairperson.
o The Board may fill vacancies on the Committee.
o The Board may remove a Committee member from the membership of the
Committee at any time with or without cause.

COMMITTEE MEETINGS AND ACTION

o A majority of the Committee members will be a quorum for the
transaction of business.
o The affirmative vote of a majority of those present at a meeting at
which a quorum is present will be the act of the Committee.
o Any action required or permitted to be taken at any meeting of the
Committee may be taken without a meeting if all members consent
thereto in writing and such writing is filed with the minutes of the
proceedings of the Committee.
o The Chairperson of the Committee will report to the Board on Committee
actions at the Board's next regular meeting following such action. The
Chairperson of the Committee will also report to the Board from time
to time on the fulfillment of the Committee's duties under its
Charter.

A-4

o The Committee Secretary (who will be the Corporate Secretary) or
another person so appointed at each meeting will keep minutes of all
Committee meetings, which minutes will be distributed to all Board
members.
o The Committee will meet at least four times per year and at such other
times as may be requested by its Chairperson.
o The Committee may invite members of management or others to attend its
meetings and to provide pertinent information as necessary.
o The Committee Secretary and management liaison will normally prepare a
preliminary agenda for each meeting of the Committee as far in advance
of the meeting day as practicable.
o The Committee Secretary should coordinate all mailings to the
Committee members to the extent practicable.

AUTHORITY

In discharging its responsibilities, the Committee shall have the power to
conduct or authorize investigations into any matters within the Committee's
scope of responsibilities. The Committee shall have unrestricted access to
members of management and all information relevant to its responsibilities. The
Committee shall be empowered to retain independent counsel, accountants or
others to assist in the conduct of any activity within the scope of this
charter. The Company shall provide for appropriate funding, as determined by the
Audit Committee, for payment of compensation to the independent auditor and to
any other advisors retained by the Audit Committee and for ordinary
administrative expenses of the Audit Committee in carrying out its duties. The
independent auditor is ultimately responsible to the Audit Committee.

A-5

ADDENDUM B

THIRD CERTIFICATE OF AMENDMENT TO THE
RESTATED
CERTIFICATE OF INCORPORATION
OF
TRACTOR SUPPLY COMPANY

Tractor Supply Company (the "Corporation"), a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "DGCL"), does
hereby certify as follows:

1. The name of the Corporation is Tractor Supply Company. The Corporation was
originally incorporated under the name TSC Acquisition, Inc. The
Certificate of Incorporation of the Corporation was originally filed with
the Secretary of State of the State of Delaware on December 2, 1992. A
Restated Certificate of Incorporation of the Corporation dated as February
14, 1994 was filed with the Delaware Secretary of State, and has been
amended by (i) a Certificate of Amendment dated as of April 27, 1995, filed
with the Delaware Secretary of State, and (ii) a Certificate of Amendment
dated as of April 30, 1997, filed with the Delaware Secretary of State (the
Restated Certificate of Incorporation, as amended, the "Certificate of
Incorporation").

2. This Third Certificate of Amendment was duly adopted by the Board of
Directors and stockholders of the Corporation in accordance with the
provisions of Section 242 of the DGCL.

3. This Third Certificate of Amendment amends the Certificate of Incorporation
as follows:

Article FIFTH of the Certificate of Incorporation is hereby deleted in its
entirety and replaced with the following:

"FIFTH: MANAGEMENT AND AFFAIRS OF THE CORPORATION.

1. The number of directors constituting the whole Board will be as set
forth in the By-Laws of the Corporation.
2. Commencing at the 2005 annual meeting of stockholders, directors will
be elected at each annual meeting of stockholders of the Corporation
and will hold office for a term expiring at the next annual meeting of
stockholders or until their successors are elected and qualified or
until their earlier resignation or removal.
3. In furtherance of and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make,
alter, amend or repeal the By-Laws of the Corporation.
4. The election of directors need not be by written ballot.
5. Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any
meeting of the stockholders of the Corporation shall be given in the
manner provided in the By-Laws of the Corporation."

B-1