Edgar Filing: TRACTOR SUPPLY CO /DE/

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TRACTOR SUPPLY COMPANY
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[LOGO] TRACTOR
SUPPLY Co
TRACTOR SUPPLY COMPANY
320 PLUS PARK BOULEVARD
NASHVILLE, TENNESSEE 37217
WWW.MYTSCSTORE.COM

To Our Stockholders:

On behalf of the Board of Directors, it is my pleasure to invite you to attend
the 2004 Annual Meeting of Stockholders of Tractor Supply Company. The meeting
will be held on Thursday, April 15, 2004, at the Company's Store Support Center
in Nashville, Tennessee. The meeting will start at 10:00 a.m. local 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 27, 2003, 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
AND CHIEF EXECUTIVE OFFICER

March 8, 2004

TRACTOR SUPPLY COMPANY
320 PLUS PARK BOULEVARD
NASHVILLE, TENNESSEE 37217
(615) 366-4600
WWW.MYTSCSTORE.COM

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 15, 2004

Please join us for the 2004 Annual Meeting of Stockholders of Tractor Supply
Company. The meeting will be held at the Company's Store Support Center, 320
Plus Park Boulevard, Nashville, Tennessee, on Thursday, April 15, 2004, at 10:00
a.m. (central time).

The purposes of the meeting are:

1. To elect three Class I Directors for a three-year term ending at the
2007 Annual Meeting of Stockholders;

2. To ratify the reappointment of Ernst & Young LLP as independent
auditors for the fiscal year ending December 25, 2004;

3. To approve the 2004 Cash Incentive Plan; and

4. To transact any other business properly coming before the meeting.

You must own shares at the close of business on March 2, 2004, 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

Nashville, Tennessee
March 8, 2004

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YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN,
DATE AND RETURN YOUR PROXY.
--------------------------------------------------------------------------------

TRACTOR SUPPLY COMPANY
320 PLUS PARK BOULEVARD
NASHVILLE, TENNESSEE 37217
(615) 366-4600

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 15, 2004

INTRODUCTION AND VOTING PROCEDURES

This Proxy Statement is being mailed beginning March 8, 2004, 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, 320 Plus Park
Boulevard, Nashville, Tennessee, on Thursday, April 15, 2004, at 10:00 a.m.
(central time).

TABLE OF CONTENTS

VOTING INFORMATION.......................................................... 1
CORPORATE GOVERNANCE........................................................ 2
ITEM 1: ELECTION OF DIRECTORS.............................................. 4
Nominees for Director.............................................. 5
COMPENSATION OF DIRECTORS................................................... 8
BOARD MEETINGS AND COMMITTEES............................................... 8
RELATED-PARTY TRANSACTIONS WITH TRACTOR SUPPLY COMPANY...................... 9
AUDIT COMMITTEE REPORT...................................................... 10
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION................. 11
EXECUTIVE COMPENSATION...................................................... 11
Compensation Committee Report...................................... 11
Summary Compensation Table......................................... 16
Option Grants...................................................... 17
STOCK PERFORMANCE CHART .................................................... 19
COMPLIANCE WITH SECTION 16(A)............................................... 20
SECURITY OWNERSHIP.......................................................... 20
ITEM 2: RATIFICATION OF REAPPOINTMENT OF INDEPENDENT AUDITORS.............. 22
ITEM 3: APPROVAL OF 2004 CASH INCENTIVE PLAN............................... 23
STOCKHOLDER PROPOSALS....................................................... 24
OTHER MATTERS............................................................... 25
AVAILABILITY OF FORM 10-K AND ANNUAL REPORT................................. 25
ADDENDUM A - AUDIT COMMITTEE CHARTER........................................ A-1
ADDENDUM B - 2004 CASH INCENTIVE PLAN....................................... B-1

The Board of Directors solicits your proxy. The Company pays WHO COUNTS THE VOTES? EquiServe Trust Company will count the
the cost of soliciting your proxy and reimburses brokers and votes. The Board has appointed a representative of EquiServe
others for forwarding proxy material to you. as the independent inspector of the election.

VOTING INFORMATION CAN I REVOKE MY PROXY? Yes. You can revoke your proxy by:
o Filing written notice of revocation with Tractor Supply's
WHO MAY VOTE? You may vote if you owned shares of the Corporate Secretary before the meeting;
Company's Common Stock at the close of business on March 2, o Signing a proxy bearing a later date; or
2004. You are entitled to one vote for each share you owned on o Voting in person at the meeting.
that date on each matter presented at the meeting. At March 2,
2004, Tractor Supply Company had 38,101,158 shares of Common WHAT VOTE IS REQUIRED TO PASS AN ITEM OF BUSINESS? The holders
Stock outstanding. of the majority of the outstanding shares of Common Stock must
be present in person or represented by proxy to hold the
WHAT AM I VOTING ON? You will be voting on the following: meeting. Except for the election of directors, each proposal
o The election of three Class I directors; in this Proxy Statement will be approved if it receives a
o The ratification of the reappointment of Ernst & Young majority of the votes present, either in person or by proxy,
LLP as the independent auditors; at the Meeting. The election of directors is somewhat
o The approval of the 2004 Cash Incentive Plan; and different: the three candidates who receive the most votes
o Any other matters properly introduced at the meeting. will be elected to the three available memberships on the
Board. If you submit your proxy or attend the Meeting but
HOW DO I VOTE BEFORE THE MEETING? We have provided only one choose to abstain from voting on any proposal, you will be
means of voting before the meeting: you must vote by considered present at the Meeting and not voting in favor of
completing, signing and returning the enclosed proxy card. the proposal. This will not affect the election of directors.
Please follow the directions on your proxy card carefully. But since most other proposals pass only if they receive
favorable votes from a majority of votes present at the
CAN I VOTE AT THE MEETING? You may vote your shares at the Meeting, the fact that you are abstaining and not voting in
meeting if you attend in person. Even if you plan to attend favor of a proposal will have the same effect as if you had
the meeting, we encourage you to vote your shares by proxy. voted against the proposal. If you hold your shares in "street
name" through a broker or other nominee, your broker or
IS MY VOTE CONFIDENTIAL? Yes. Your proxy card, ballot and nominee may not be permitted to exercise voting discretion
voting records will not be disclosed to Tractor Supply Company with respect to some of the matters to be acted upon. Thus, if
unless required by law, requested by you, or your vote is cast you do not give your broker or nominee specific instructions,
in a contested election. If you write comments on your proxy your shares may not be voted on those matters and will not be
card, your comments will be forwarded to Tractor Supply counted in determining the number of shares necessary for
Company, but how you voted will be kept confidential. 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 reappointment of the independent auditors; and FOR the
named as your proxies will vote your shares FOR all of the approval of the 2004 Cash Incentive Plan.
nominees for director; FOR the ratification of the

The Annual Report to Stockholders of the Company for the fiscal year ended December 27, 2003, 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 2,
2004. 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 2,
2004. Additional copies of the Annual Report and the Company's Annual Report on Form 10-K for the fiscal year ended December 27,
2003, 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 new and proposed rules of
the Securities and Exchange Commission, and the new listing standards of the Nasdaq Stock Market.

Based on this review, the Company's Board of Directors has adopted Corporate Governance Policies and restated charters for the
Company's Audit Committee, Compensation Committee, Corporate Governance Committee and Nominating Committee. You may access the
Company's Corporate Governance Policies 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 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 Jamison
Gerard E. Jones
Edna K. Morris
Sam K. Reed
Joseph M. Rodgers

DIRECTOR CANDIDATES

The Nominating Committee 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 is applicable to all employees, officers
and directors of the Company, including the principal executive officer, the
principal financial officer and the principal accounting officer. 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 principal
accounting officer) 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, 320 Plus Park Boulevard; Nashville, Tennessee 37217. As set forth in
the Corporate Governance Policies, 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
2003 Annual Meeting of Stockholders.

ITEM 1: ELECTION OF DIRECTORS

Tractor Supply Company's directors are divided into three classes, with
staggered three-year terms. As a result, one class of directors is elected at
each annual meeting and holds office until the expiration of its respective
term. All nominees are presently directors of Tractor Supply Company. The
Company currently has ten directors. The Board has the authority under the
Company's Bylaws to fill vacancies and to increase or decrease its size between
annual

meetings. Thomas Flood, one of our current directors whose term will expire at the Annual Meeting, will
not stand for re-election at the Meeting.

NOMINEES FOR DIRECTOR

The Board, upon the recommendation of its Nominating Committee, has nominated each of the incumbent Class
I directors, James F. Wright, Gerard E. Jones, and Edna K. Morris, for election as Class I directors for
a three-year term expiring at the 2007 Annual Meeting of Stockholders. They 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. Edna Morris, who was appointed to the Board since the last election of directors, was
initially recommended to the Nominating Committee by two of the Company's outside directors.

The following table sets forth certain information concerning these nominees:

NOMINEES FOR CLASS I DIRECTORS

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DIRECTOR POSITIONS WITH COMPANY, DIRECTORSHIPS AND
NAME AND AGE SINCE BUSINESS EXPERIENCE FOR LAST FIVE YEARS
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James F. Wright, 54 2002 President and Chief Operating Officer of the Company since
November 2000. 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 Foods, Inc. since
August 2002.
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Gerard E. Jones, 67 1999 Partner with Corporate Governance Advisors, LLC since May
2003. Previously Of Counsel to the law firm of Shipman &
Goodwin LLP from June 2001 to April 2003. Shipman & Goodwin
LLP provides legal services to the Company. Previously
served as a Partner in the law firm of Richards & O'Neil LLP
from 1972 to 2001. Richards & O'Neil LLP served as corporate
counsel to the Company until April 2001. Served as a
director of several mutual funds sponsored by Morgan Stanley
Investment Management, including the Morgan Stanley
Institutional Fund, Inc.
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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 THESE
NOMINEES.

WHO ARE THE OTHER DIRECTORS?

The following tables set forth the remaining directors, by Class, with their respective terms:

CLASS II DIRECTORS - TERMS EXPIRE IN APRIL 2005

Sam K. Reed, 57 2000 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.
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CLASS III DIRECTORS - TERMS EXPIRE IN APRIL 2006

S.P. Braud, 73 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.
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COMPENSATION OF DIRECTORS

In fiscal 2003, 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 and $1,000 for each committee meeting attended ($2,000 is paid to each committee
chairperson), and 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 2003?

The Board held four regular meetings during the fiscal year ended December 27, 2003, to review
significant developments affecting the Company, engage in strategic planning and act on matters requiring
Board approval.

For the fiscal year ended December 27, 2003, 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?

------------------------------------------------------------------------------------------------
NUMBER
OF
FUNCTIONS AND MEETING
COMMITTEE MEMBERS ADDITIONAL INFORMATION S
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Audit S.P. Braud * o Oversees financial reporting, policies, 5
Cynthia T. Jamison procedures and internal controls of the
Joseph M. Rodgers Company
o Appoints the independent auditors
o Evaluates the general scope of the
annual audit and approves all fees
paid to the independent auditors
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Compensation Cynthia T. Jamison* o Reviews and recommends compensation of 5
Edna K. Morris directors and executive officers
Joseph M. Rodgers o Recommends grants of stock options to
officers pursuant to stock incentive
plans
o Reviews salary and benefit issues
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Corporate Sam K. Reed* o Develops, sets and maintains corporate 2
Governance 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
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Nominating Gerard E. Jones* o Makes recommendations for nominees 2
S.P. Braud for director
Sam K. Reed o Evaluates qualifications for new
candidates for director positions
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* 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

In December 2003, the Company sold certain recreational property it had held since 1982 to Mr.
Scarlett for $2,650,000. The Company based the selling value on an independent appraisal and
utilized a third-party agent to first market the property to potential buyers.

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 January 2004, is attached to this Proxy Statement as Addendum A. The members
of the Committee are S.P. Braud (Chairman), Cynthia T. Jamison and Joseph M.
Rodgers. Members of the Audit Committee are "independent" as defined by the
Nasdaq listing standards.

Tractor Supply Company's management is responsible for the Company's internal
controls and financial reporting. Ernst & Young LLP, the Company's independent
auditors, are responsible for auditing Tractor Supply Company's annual
consolidated financial statements in accordance with generally accepted auditing
standards and for issuing a report on those financial statements. The Audit
Committee monitors and oversees these processes and is responsible for selecting
a firm of independent accountants to be Tractor Supply Company's independent
auditors.

To fulfill our responsibilities, we did the following:

o We reviewed and discussed with Tractor Supply Company management and the
independent auditors Tractor Supply Company's consolidated financial
statements for the fiscal year ended December 27, 2003.
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 of
Auditing Standards No. 61, 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 Tractor Supply 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 Tractor Supply Company, and we have discussed
with Ernst & Young LLP their independence from Tractor Supply Company.
o We considered whether Ernst & Young LLP's provision of non-audit services
to Tractor Supply Company is compatible with maintaining their independence
from Tractor Supply Company.

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 Tractor
Supply Company's audited annual consolidated financial statements for fiscal
year 2003 for inclusion in the Company's Annual Report on Form 10-K for the
fiscal year ended December 27, 2003, for filing with the Securities and Exchange
Commission.

We also selected Ernst & Young LLP as Tractor Supply Company's independent
auditors to audit and report on any consolidated financial statements of Tractor
Supply Company filed with the Securities and Exchange Commission prior to
Tractor Supply Company's annual stockholders meeting to be held in 2005.

The Audit Committee submits this report:

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

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Ms. Jamison and Messrs. Reed and Rodgers serve on the Compensation Committee of
the Board. There are no, and during fiscal 2003 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
2003.

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 sets the salaries of Joseph H. Scarlett, Jr.,
Chairman and Chief Executive Officer; James F. Wright, President and Chief
Operating Officer; Calvin B. Massmann, Senior Vice President and Chief Financial
Officer; 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 reviewed 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 establishes an annual
salary plan for each of the Company's 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 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
established 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 Executive Bonus Plan ("EBP")
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
10% to 19% of annual base salary if the Company's profit performance ranges from
90% to 93%, and can increase to 90% to 150% of annual base salary if the
Company's profit performance is 110% or more.

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 EBP at any time. For fiscal
2003, 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 determined by the Compensation Committee and generally is based on
the number of shares whose value equals a percentage of the salary mid-point 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 2002, 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 after 2001, 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.

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. Each
participant's account earns simple annual interest at the prime rate as in
effect on January 1 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) in excess of that which is
provided by the Company's group life insurance plan.

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. has been the Company's Chairman of the Board and Chief
Executive Officer since February 1993. Mr. Scarlett's base salary as Chief
Executive Officer was set at $650,000 effective March 2003. Mr. Scarlett's
salary is determined by the Compensation Committee substantially in accordance
with the policies described above relating to all 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 2003, Mr. Scarlett's base salary is still 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 $148,500 (net of a $625,000
deferral) under the Company's Senior Executive Incentive Plan. 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 27, 2003.

DEDUCTIBILITY OF COMPENSATION

Internal Revenue Code Section 162(m) provides that compensation in excess of $1
million paid to an executive officer is not deductible unless it is performance
based. Base salary does not qualify as performance-based compensation under
Section 162(m). Although the Compensation Committee is mindful of this
limitation on deductibility when it determines the compensation payable to the
Company's executive officers, other forms of compensation are paid to the
Company's executive officers from time to time that may not qualify for the
performance based compensation exception.

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)
Sam K. Reed
Joseph M. Rodgers

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 27, 2003, December 28, 2002, and
December 29, 2001:

---------------------------------------------------------------------------------------------------------
LONG-TERM
OTHER COMPENSATION
ANNUAL AWARDS ALL OTHER
FISCAL COMPENSA- STOCK OPTIONS COMPENSATION
NAME AND POSITION YEAR SALARY (1) BONUS (2) TION (IN SHARES) (3) (4)
---------------------------------------------------------------------------------------------------------
Joseph H. Scarlett, Jr. 2003 $ 644,808 $ 773,500 -- 100,000 $ 13,164
Chairman of the Board 2002 $ 580,769 $ 900,000 -- 200,000 $ 118,559
and Chief Executive 2001 $ 500,000 $ 250,000 -- -- $ 122,410
Officer
---------------------------------------------------------------------------------------------------------
James F. Wright 2003 $ 490,000 $ 535,000 -- 80,000 $ 20,999
President and Chief 2002 $ 415,384 $ 510,000 -- 142,000 $ 29,029
Operating Officer 2001 $ 375,000 $ 187,500 -- 200,000 $ 118,390
---------------------------------------------------------------------------------------------------------
Gerald W. Brase 2003 $ 263,210 $ 198,338 -- 30,000 $ 16,466
Sr. Vice President- 2002 $ 233,269 $ 211,500 -- 60,000 $ 20,870
Merchandising 2001 $ 224,750 $ 113,000 -- 77,200 $ 34,014
---------------------------------------------------------------------------------------------------------
Calvin B. Massmann 2003 $ 285,654 $ 215,250 -- 30,000 $ 27,962
Sr. Vice President- 2002 $ 254,693 $ 231,300 -- 60,000 $ 21,196
Chief Financial 2001 $ 243,077 $ 122,500 -- 77,200 $ 24,628
Officer and Treasurer
---------------------------------------------------------------------------------------------------------
Stanley L. Ruta 2003 $ 231,077 $ 174,750 -- 30,000 $ 19,426
Sr. Vice President- 2002 $ 196,154 $ 180,000 -- 60,000 $ 20,574
Store Operations 2001 $ 172,115 $ 90,000 -- 96,800 $ 61,830
---------------------------------------------------------------------------------------------------------

(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 Executive Bonus Plan.

(3) Share amounts have been adjusted to reflect stock splits.

(4) "All Other Compensation" for the fiscal year ended December 27, 2003, includes Company contributions
to the 401(k) Plan, Company contributions and interest credited on deferred compensation, payments
under the Medical Expense Reimbursement Plan, 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 MEDICAL TERM
COMPANY AND INTEREST ON EXPENSE LIFE AND LTD
MATCH ON DEFERRED REIMBURS- INSURANCE
NAME 401(K) PLAN COMPENSATION MENT PREMIUMS
-----------------------------------------------------------------------------------------
Joseph H. Scarlett, Jr. $ 9,000 $ 0 $ 1,275 $ 2,889
-----------------------------------------------------------------------------------------
James F. Wright $ 9,000 $ 8,982 $ 128 $ 2,889
-----------------------------------------------------------------------------------------
Gerald W. Brase $ 9,000 $ 1,995 $ 2,701 $ 2,770
-----------------------------------------------------------------------------------------
Calvin B. Massmann $ 9,000 $ 10,077 $ 5,996 $ 2,889
-----------------------------------------------------------------------------------------
Stanley L. Ruta $ 8,012 $ 6,630 $ 2,291 $ 2,493
-----------------------------------------------------------------------------------------
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 1994 Stock Option Plan and 2000 Stock Incentive Plan to the named executive
officers.

------------------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS (1) VALUE AT
--------------------------------------------------------------------------------------- ASSUMED ANNUAL RATES
OF STOCK PRICE
NUMBER PERCENT OF APPRECIATION
OF TOTAL FOR OPTION TERM (2)
SECURITIES OPTIONS EXERCISE ---------------------------
UNDERLYING GRANTED TO OR
OPTIONS EMPLOYEES BASE
GRANTED IN FISCAL PRICE EXPIRATION
NAME (#) YEAR (%) ($/SH) DATE 5% ($) 10% ($)
------------------------------------------------------------------------------------------------------------------
Joseph H. Scarlett, Jr. 100,000 13.8 $21.60 1/23/08 $ 596,768 $ 1,318,702
------------------------------------------------------------------------------------------------------------------
James F. Wright 80,000 11.0 $19.64 1/23/13 $ 988,119 $ 2,504,088
------------------------------------------------------------------------------------------------------------------
Gerald W. Brase 30,000 4.1 $19.64 1/23/13 $ 370,545 $ 939,033
------------------------------------------------------------------------------------------------------------------
Calvin B. Massmann 30,000 4.1 $19.64 1/23/13 $ 370,545 $ 939,033
------------------------------------------------------------------------------------------------------------------
Stanley L. Ruta 30,000 4.1 $19.64 1/23/13 $ 370,545 $ 939,033
------------------------------------------------------------------------------------------------------------------

(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 generally vest 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. 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 27, 2003, and the number and value of options they held at fiscal year end:

VALUE OF
UNEXERCISED
SHARES NUMBER OF SHARES IN-THE-MONEY
ACQUIRED UNDERLYING UNEXERCISED OPTIONS AT
ON VALUE OPTIONS AT FISCAL YEAR END FISCAL YEAR-END ($) (2)
EXERCISE REALIZED -------------------------------------------------------------------
NAME (#) ($) (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-----------------------------------------------------------------------------------------------------------------------
Joseph H. Scarlett, Jr. -0- -0- 66,666 233,334 $ 1,943,481 $ 5,621,519
-----------------------------------------------------------------------------------------------------------------------
James F. Wright 56,670 $1,982,324 57,329 508,001 $ 1,869,002 $16,402,271
-----------------------------------------------------------------------------------------------------------------------
Gerald W. Brase 33,336 $ 963,497 46,667 187,201 $ 1,503,693 $ 5,901,156
-----------------------------------------------------------------------------------------------------------------------
Calvin B. Massmann 60,000 $1,008,261 -0- 227,200 -0- $ 7,345,997
-----------------------------------------------------------------------------------------------------------------------
Stanley L. Ruta 11,999 $ 375,371 20,002 186,800 $ 600,918 $ 5,912,550
-----------------------------------------------------------------------------------------------------------------------

(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 27, 2003, was $38.95.

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; (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
December 26, 1998 to December 27, 2003 (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 December 26, 1998; 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 CHART]

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

-----------------------------------------------------------------------
12/26/98 1/1/00 12/30/00 12/29/01 12/28/02 12/27/03
------------------------------------------------------------------------------------------------------
Tractor Supply Company $ 100.00 $ 74.53 $ 39.59 $ 153.43 $ 350.37 $ 725.71
------------------------------------------------------------------------------------------------------
S&P 500 $ 100.00 $ 119.81 $ 107.67 $ 94.68 $ 71.39 $ 89.37
------------------------------------------------------------------------------------------------------
S&P Retail Index $ 100.00 $ 122.37 $ 102.32 $ 112.08 $ 31.25 $ 44.65
------------------------------------------------------------------------------------------------------

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 27, 2003, 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 Calvin B.
Massmann filed one late report relating to a purchase of 5,200 shares on
November 3, 2003 (this transaction was reported two days after the due date) and
James F. Wright filed one late report relating to a purchase of 44,000 shares on
November 4, 2003 (this transaction was reported one day after the due date).

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, 2004, 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
37,879,955 shares of Common Stock issued and outstanding on January 31, 2004.

------------------------------------------------------------------------------------------------------
SHARES
NAME OF BENEFICIALLY PERCENT
CLASS BENEFICIAL OWNER OWNED OF CLASS
------------------------------------------------------------------------------------------------------
Common
Stock
Joseph H. Scarlett, Jr. (a) (b) (d) .................. 5,440,049 14.3%
James F. Wright (c) (d) .............................. 258,271 *
Gerald W. Brase (c) (d) .............................. 149,896 *
Calvin B. Massmann (c) (d) ........................... 124,746 *
Stanley L. Ruta (c) (d) .............................. 100,708 *
S.P. Braud (c) (d) ................................... 5,000 *
Thomas O. Flood (d) (e) .............................. 502,596 1.3%
Cynthia T. Jamison (c) (d) ........................... 5,667 *
Gerard E. Jones (c) (d) .............................. 31,000 *
Joseph D. Maxwell (c) (d) (f) ........................ 525,936 1.4%
Edna K. Morris (c) (d) ............................... -0- *
Sam K. Reed (c) (d) .................................. 25,000 *
Joseph M. Rodgers (c) (d) ............................ 11,668 *
All directors and executive officers as a group
(13 persons) (a) (b) (c) (d) ....................... 7,180,537 18.6%
* Less than 1%

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

(a) 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.
(b) 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; 320 Plus Park Boulevard; Nashville, TN 37217.
(c) Shares of Common Stock owned as reflected herein include the following 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, 2004:

(d) Joseph H. Scarlett, Jr. 166,665
James F. Wright 183,330
Gerald W. Brase 129,067
Calvin B. Massmann 86,806
Stanley L. Ruta 87,008
S.P. Braud 5,000
Thomas O. Flood 17,000
Cynthia T. Jamison 5,667
Gerard E. Jones 24,500
Joseph D. Maxwell 5,000
Edna K. Morris -0-
Sam K. Reed 25,000
Joseph M. Rodgers 11,668

(e) Includes 200,000 shares owned by Mr. Flood's wife with respect to which Mrs. Flood has investment
and voting power and Mr. Flood disclaims beneficial ownership.
(f) 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 2: 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 25, 2004. 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 2004. 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:
2003 2002
---- ----
Audit fees ................... $ 268,974 $ 184,529
Audit-related fees (1) ....... 1,915 5,625
Tax fees (2) ................. 726,181 430,511
All other fees (3) ........... 2,660 0

(1) Amounts reflect advisory services associated with correspondence to the
Securities and Exchange Commission in 2003 and assistance with the filing
of a Form 8-K in 2002.
(2) Amount of tax fees includes $200,000 and $210,000 for outsourcing of income
tax compliance in 2003 and 2002 respectively, as well as fees for various
sales tax-related audit assistance and other tax-related advisory services.
(3) Amount reflects advisory services associated with planning surrounding
compliance with the provisions of Section 404 of the Sarbanes Oxley Act of
2002.

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 25, 2004.

ITEM 3: APPROVAL OF 2004 CASH INCENTIVE PLAN

The Board of Directors has adopted the 2004 Cash Incentive Plan ( the "Cash
Incentive Plan"), subject to approval by stockholders, and recommends it for
stockholder approval at the forthcoming Annual Meeting. The Board of Directors
believes it to be in the best interest of the Company to adopt the Cash
Incentive Plan to promote the Company's long-term growth and profitability by
providing employees with incentives to improve stockholder value.

The Cash Incentive Plan is designed to provide "performance-based" compensation
under Section 162(m) of the Code. Under Section 162(m) of the Code, the Company
generally is not eligible for a federal income tax deduction for compensation
paid to the Company's Chief Executive Officer or any of the four other most
highly compensated executive officers to the extent that they receive
compensation of more than $1 million in any year. However, compensation that is
"performance-based" within the meaning of Section 162(m) of the Code is not
subject to these deduction limits. To be performance-based, among other
requirements, the compensation must be paid only upon the attainment of certain
performance goals that have been approved by our stockholders. Those goals are
described below.

CASH INCENTIVE PLAN DESCRIPTION

The following is a brief description of the principal features of the Cash
Incentive Plan. It does not purport to be complete and is qualified in its
entirety by the full text of the Cash Incentive Plan, which is attached hereto
as Addendum B.

ADMINISTRATION. The Cash Incentive Plan will be administered by the Compensation
Committee, which shall have full and exclusive discretionary power to interpret
the terms and the intent of the Cash Incentive Plan and any award agreement or
other agreement or document ancillary to or in connection with the Cash
Incentive Plan, to determine eligibility for awards and to adopt such rules,
regulations, forms, instruments, and guidelines for administering the Cash
Incentive Plan as the Compensation Committee may deem necessary or proper. Such
authority shall include, but not be limited to, selecting award recipients,
establishing all award terms and conditions, including the terms and conditions
set forth in award agreements, and adopting modifications and amendments to the
Cash Incentive Plan or any award agreement.

ELIGIBILITY. Awards may be granted under the Cash Incentive Plan to all
employees of the Company, as selected by the Compensation Committee in its
discretion.

TERMS OF AWARDS. The Compensation Committee in its discretion may determine the
performance goals to be achieved during any performance period, the length of
any performance period and the amount of any award. All awards are payable in
cash and, at the discretion of the Compensation Committee, may be paid in a lump
sum or in installments following the close of the performance period or on a
deferred basis. Unless otherwise provided in an award agreement, termination of
employment prior to the end of any performance period, other than for reasons of
death or disability, will result in the forfeiture of the award, and no payments
will be made. The maximum aggregate award that a participant may receive in any
one plan year may not exceed $5,000,000.

The payment of awards under the Cash Incentive Plan will be based upon the
attainment of performance targets related to one or more performance goals
selected by the Compensation Committee from among the following measures: (a)
same store sales; (b) comparable store sales; (c) market share; (d) sales
volume; (e) total sales; (f) net earnings or net income (before or after taxes);
(g) earnings per share; (h) net sales growth; (i) net operating profit; (j)
return measures (including, but not limited to, return on assets, capital,
equity, or sales); (k) cash flow (including, but not limited to, operating cash
flow, free cash flow, and cash flow return on capital); (l) earnings before or
after taxes, interest, depreciation, and/or amortization; (m) gross or operating
margins; (n) productivity ratios; (o) share price (including, but not limited
to, growth measures and total stockholder return); (p) expense targets; (q)
margins; (r) operating efficiency; (s) customer satisfaction; (t) working
capital targets; and (u) EVA(R). The Compensation Committee also has the
authority to provide for accelerated vesting of any award based on the
achievement of performance goals pursuant to the measures described above.

Grants under the Cash Incentive Plan will be made in the discretion of the
Compensation Committee and, accordingly, are not yet determinable. In addition,
benefits under the Cash Incentive Plan will depend on the extent to which
performance goals are attained. Consequently, it is not possible to determine
the benefits that might be received by participants under the Cash Incentive
Plan.

AMENDMENT AND TERMINATION. The Compensation Committee may, at any time and from
time to time, alter, amend, modify, suspend, or terminate the Cash Incentive
Plan and any award agreement in whole or in part; provided, however, no
amendment of the Cash Incentive Plan shall be made without stockholder approval
if stockholder approval is required by law, regulation, or stock exchange rule.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE COMPANY VOTE "FOR"
THE PROPOSAL TO APPROVE THE 2004 CASH INCENTIVE PLAN.

STOCKHOLDER PROPOSALS

Stockholders who desire to submit to the Company proposals for possible
inclusion in the Company's proxy materials for the 2005 Annual Meeting of
Stockholders must submit such proposals in writing by November 8, 2004, to the
Corporate Secretary of the Company at 320 Plus Park Blvd.; Nashville, Tennessee
37217.

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 2005 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 7,

2005, and no earlier than December 8, 2004, for the Company's 2005 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 on Form 10-K for the fiscal year ended
December 27, 2003, which includes certain audited financial information about
the Company, are currently being mailed to stockholders together with this Proxy
Statement. Copies of such Annual Report 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;
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. 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

TRACTOR SUPPLY COMPANY
2004 CASH INCENTIVE PLAN

TABLE OF CONTENTS

Article 1. Establishment, Purpose, and Duration B-2

Article 2. Definitions B-2

Article 3. Administration B-4

Article 4. Maximum Awards to Covered Employees B-5

Article 5. Eligibility and Participation B-5

Article 6. Performance Awards B-6

Article 7. Performance Measures B-6

Article 8. Dividend Equivalents B-7

Article 9. Beneficiary Designation B-8

Article 10. Deferrals B-8

Article 11. Rights of Participants B-8

Article 12. Amendment, Modification, Suspension, and Termination B-8

Article 13. Withholding B-9

Article 14. Successors B-9

Article 15: General Provisions B-9

B-1

(A) ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION

1.1 ESTABLISHMENT. Tractor Supply Company, a Delaware corporation
(hereinafter referred to as the "Company"), establishes an incentive
compensation plan to be known as the 2004 Cash Incentive Plan (hereinafter
referred to as the "Plan"), as set forth in this document.

The Plan permits the grant of Performance Awards that must be paid in
cash. The Plan shall become effective upon stockholder approval (the "Effective
Date") and shall remain in effect as provided in Section 1.3 hereof.

1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to promote the
interests of the Company and its stockholders by strengthening the Company's
ability to attract, motivate, and retain Employees of the Company upon whose
judgment, initiative, and efforts the financial success and growth of the
business of the Company largely depend, and to provide an additional incentive
for such individuals that promote and recognize the financial success and growth
of the Company and create value for stockholders.

1.3 DURATION OF THE PLAN. The Plan shall remain in effect until the
Board terminates such Plan as provided in Section 12.1 of the Plan.

(B) ARTICLE 2. DEFINITIONS

Whenever used in the Plan, the following terms shall have the meanings
set forth below, and when the meaning is intended, the initial letter of the
word shall be capitalized.

2.1 "AFFILIATE" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations of the Exchange Act.

2.2 "ANNUAL AWARD LIMIT" or "ANNUAL AWARD LIMITS" have the meaning set
forth in Section 4.1.

2.3 "AWARD" means, individually or collectively, a grant under this
Plan of Performance Awards, in each case subject to the terms of
this Plan.

2.4 "AWARD AGREEMENT" means either (i) a written agreement entered
into by the Company and a Participant setting forth the terms and
provisions applicable to an Award granted under this Plan; or (ii)
a written statement issued by the Company to a Participant
describing the terms and provisions of such Award.

2.5 "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have the
meaning ascribed to such term in Rule 13d-3 of the General Rules
and Regulations of the Exchange Act.

2.6 "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of
the Company.

2.7 "CODE" means the U.S. Internal Revenue Code of 1986, as amended
from time to time.

B-2

2.8 "COMMITTEE" means the compensation committee of the Board, or any
other committee designated by the Board to administer this Plan.
The members of the Committee shall be appointed from time to time
by and shall serve at the discretion of the Board.

2.9 "COMPANY" means Tractor Supply Company, a Delaware corporation,
and any successor thereto as provided in Article 14 herein.

2.10 "COVERED EMPLOYEE" shall mean at any date (i) any individual who,
with respect to the previous taxable year of the Company, was a
"Covered Employee" of the Company within the meaning of Section
162(m) of the Code; provided, however, that the term "Covered
Employee" shall not include any such individual who is designated
by the Committee, in its discretion, at the time of any Award or
at any subsequent time, as reasonably expected not be such a
"Covered Employee" with respect to the current taxable year of the
Company and (ii) any individual who is designated by the
Committee, in its discretion, at the time of any Award or at any
subsequent time, as reasonably expected to be such a "Covered
Employee" with respect to the current taxable year of the Company
or with respect to the taxable year of the Company in which any
applicable Award will be paid.

2.11 "DIRECTOR" means any individual who is a member of the Board of
Directors of the Company.

2.12 "DISABILITY" means any disability qualifying for disability
payments as outlined in the guidelines established by the Social
Security Administration as determined by the Committee.

2.13 "EFFECTIVE DATE" has the meaning set forth in Section 1.1.

2.14 "EMPLOYEE" means any employee of the Company, its Affiliates,
and/or its Subsidiaries.

2.15 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor act thereto.

2.16 "FAIR MARKET VALUE" or "FMV" means in respect of any Shares: (i)
if the Shares are listed on any established stock exchange or a
national market system, including, without limitation, the NASDAQ
National Market, the closing sales price (or the closing bid, if
no sales were reported) as quoted on such exchange or system, as
reported in THE WALL STREET JOURNAL or such other source as the
Committee deems reliable; or (ii) if the Shares are not listed on
any such established stock exchange or national market system, the
fair market value of the Shares as determined in good faith by the
Committee.

2.17 "INSIDER" shall mean an individual who is, on the relevant date,
an officer, Director, or more than ten percent (10%) Beneficial
Owner of any class of the Company's equity securities that is
registered pursuant to Section 12 of the Exchange Act, as
determined by the Board in accordance with Section 16 of the
Exchange Act.

2.18 "PARTICIPANT" means any eligible person as set forth in Article 5
to whom an Award is granted.

B-3

2.19 "PERFORMANCE-BASED COMPENSATION" means compensation under an Award
that satisfies the requirements of Section 162(m) of the Code for
deductibility of remuneration paid to Covered Employees.

2.20 "PERFORMANCE MEASURES" means measures as described in Article 7 on
which the performance goals are based and which are approved by
the Company's stockholders pursuant to this Plan in order to
qualify Awards as Performance-Based Compensation.

2.21 "PERFORMANCE PERIOD" means the period of time during which the
performance goals must be met in order to determine the degree of
payout and/or vesting with respect to an Award.

2.22 "PERFORMANCE AWARD" means an Award granted to a Participant, as
described in Article 6.

2.23 "PERSON" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
thereof, including a "group" as defined in Section 13(d) thereof.

2.24 "PLAN" means the Tractor Supply Company 2004 Cash Incentive Plan.

2.25 "PLAN YEAR" means the calendar year.

2.26 "SHARE" means a share of common stock of the Company, $.008 par
value per share.

2.27 "SUBSIDIARY" means any corporation or other entity, whether
domestic or foreign, in which the Company has or obtains, directly
or indirectly, a proprietary interest of more than fifty percent
(50%) by reason of stock ownership or otherwise.

3.1 GENERAL. The Committee shall be responsible for administering the
Plan, subject to this Article 3 and the other provisions of the Plan. The
Committee may employ attorneys, consultants, accountants, agents, and other
individuals, any of whom may be an Employee, and the Committee, the Company, and
its officers and Directors shall be entitled to rely upon the advice, opinions,
or valuations of any such individuals. All actions taken and all interpretations
and determinations made by the Committee shall be final and binding upon the
Participants, the Company, and all other interested individuals.

3.2 AUTHORITY OF THE COMMITTEE. The Committee shall have full and
exclusive discretionary power to interpret the terms and the intent of the Plan
and any Award Agreement or other agreement or document ancillary to or in
connection with the Plan, to determine eligibility for Awards and to adopt such
rules, regulations, forms, instruments, and guidelines for administering the
Plan as the Committee may deem necessary or proper. Such authority shall
include, but not be limited to, selecting Award recipients, establishing all
Award terms and conditions, including the terms and conditions set forth in
Award Agreements, and, subject to Article 12, adopting modifications and
amendments to the Plan or any Award Agreement, including without limitation, any
that are necessary to comply with the laws of the countries and other
jurisdictions in which the Company, its Affiliates, and/or its Subsidiaries
operate.

B-4

3.3 DELEGATION. The Committee may delegate to one or more of its
members or to one or more officers of the Company, its Affiliates, and/or its
Subsidiaries or to one or more agents or advisors such administrative duties or
powers as it may deem advisable, and the Committee or any individual to whom it
has delegated duties or powers as aforesaid may employ one or more individuals
to render advice with respect to any responsibility the Committee or such
individual may have under the Plan. The Committee may, by resolution, authorize
one or more officers of the Company to do one or both of the following on the
same basis as can the Committee: (a) designate Employees to be recipients of
Awards; (b) determine the size of any such Awards; provided, however, (i) the
Committee shall not delegate such responsibilities to any such officer for
Awards granted to an Employee that is considered an Insider; (ii) the resolution
providing such authorization sets forth the total number of Awards such
officer(s) may grant; and (iii) the officer(s) shall report periodically to the
Committee regarding the nature and scope of the Awards granted pursuant to the
authority delegated.

(D) ARTICLE 4. MAXIMUM AWARDS TO COVERED EMPLOYEES

4.1 ANNUAL AWARD LIMIT. The maximum aggregate Award of Performance
Awards that a Covered Employee may receive in any one Plan Year may not exceed
fifteen million dollars ($5,000,000) ("Annual Award Limit").

4.2 ADJUSTMENTS IN AWARDS. In the event of any corporate event or
transaction (including, but not limited to, a change in the Shares of the
Company or the capitalization of the Company) such as a merger, consolidation,
reorganization, recapitalization, separation, stock dividend, stock split,
reverse stock split, split up, spin-off, or other distribution of stock or
property of the Company, combination of Shares, exchange of Shares, dividend in
kind, or other like change in capital structure or distribution (other than
normal cash dividends) to stockholders of the Company, or any similar corporate
event or transaction, the Committee, in its sole discretion, in order to prevent
dilution or enlargement of Participants' rights under the Plan, shall substitute
or adjust, as applicable, the Awards, the Annual Award Limit, and other value
determinations applicable to outstanding Awards.

The Committee, in its sole discretion, may also make appropriate
adjustments in the terms of any Awards under the Plan to the extent necessary
and modify any other terms of outstanding Awards, including modifications of
performance goals and changes in the length of Performance Periods, to reflect
or related to such changes or distributions. The determination of the Committee
as to the foregoing adjustments, if any, shall be conclusive and binding on
Participants under the Plan.

(E) ARTICLE 5. ELIGIBILITY AND PARTICIPATION

5.1 ELIGIBILITY. Individuals eligible to participate in this Plan
include all Employees.

5.2 ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible individuals, those to
whom Awards shall be granted and shall determine, in its sole discretion, the
nature of any and all terms permissible by law and the amount of each Award.

B-5

(F) ARTICLE 6. PERFORMANCE AWARDS

6.1 GRANT OF AWARDS. The Committee shall have sole and complete
authority to determine the Participants who shall receive a Performance Award,
which shall consist of a right that is (i) denominated in cash or Shares; (ii)
valued, as determined by the Committee, in accordance with the achievement of
such performance goals during such Performance Periods as the Committee shall
establish; and (iii) payable at such time and in such form as the Committee
shall determine. All Performance Awards to Covered Employees shall be subject to
the terms and provisions of Article 7 hereof.

6.2 TERMS AND CONDITIONS. Subject to the terms of the Plan and any
applicable Award Agreement, the Committee shall determine the performance goals
to be achieved during any Performance Period, the length of any Performance
Period, the amount of any Performance Award and the amount and kind of any
payment or transfer to be made pursuant to any Performance Award, and may amend
specific provisions of the Performance Award.

6.3 PAYMENT OF PERFORMANCE AWARDS. Performance Awards may be paid in a
lump sum or in installments following the close of the Performance Period or, in
accordance with the procedures established by the Committee, on a deferred
basis. Unless otherwise provided in an Award Agreement, termination of
employment prior to the Award payment date, other than for reasons of death,
retirement, or Disability, will result in the forfeiture of the Performance
Award, and no payments will be made. A Participant's rights to any Performance
Award may not be sold, assigned, transferred, pledged, hypothecated or otherwise
encumbered or disposed of in any manner, except by will or the laws of descent
and distribution, and/or except as the Committee may determine at or after
grant.

(G) ARTICLE 7. PERFORMANCE MEASURES

7.1 PERFORMANCE MEASURES. Notwithstanding anything in the Plan to the
contrary, Performance Awards to Covered Employees shall be subject to the terms
and provisions of this Article 7. The Committee may grant Performance Awards to
Covered Employees solely based upon the attainment of performance targets
related to one or more performance goals selected by the Committee from among
the measures specified below:

(a) Same store sales;
(b) Comparable store sales;
(c) Market share;
(d) Sales volume;
(e) Total sales;
(f) Net earnings or net income (before or after taxes);
(g) Earnings per share;
(h) Net sales growth;
(i) Net operating profit;
(j) Return measures (including, but not limited to, return on assets,
capital, equity, or sales);
(k) Cash flow (including, but not limited to, operating cash flow,
free cash flow, and cash flow return on capital);
(l) Earnings before or after taxes, interest, depreciation, and/or
amortization;
(m) Gross or operating margins;

B-6

(n) Productivity ratios;
(o) Share price (including, but not limited to, growth measures and
total stockholder return);
(p) Expense targets;
(q) Margins;
(r) Operating efficiency;
(s) Customer satisfaction; (t) Working capital targets; and
(u) EVA(R).

Any Performance Measure(s) may be used to measure the performance of the
Company, its Affiliates, and/or its Subsidiaries, as a whole or any business
unit of the Company, its Affiliates, and/or its Subsidiaries, or any combination
thereof, as the Committee may deem appropriate, or any of the above Performance
Measures as compared to the performance of a group of comparable companies, or
published or special index that the Committee, in its sole discretion, deems
appropriate, or the Company may select Performance Measure (o) above as compared
to various stock market indices. The Committee also has the authority to provide
for accelerated vesting of any Award based on the achievement of performance
goals pursuant to the Performance Measures specified in this Article 7.

7.2 EVALUATION OF PERFORMANCE. For any Award, the Committee may
provide that evaluation of performance may include or exclude any of the
following events that occur during a Performance Period: (a) asset write-downs;
(b) litigation or claim judgments or settlements; (c) the effect of changes in
tax laws, accounting principles, or other laws or provisions affecting reported
results; (d) any reorganization and restructuring programs; (e) extraordinary
nonrecurring items as described in Accounting Principles Board Opinion No. 30
and/or in management's discussion and analysis of financial condition and
results of operations appearing in the Company's annual report to stockholders
for the applicable year; (f) acquisitions or divestitures; and (g) foreign
exchange gains and losses. To the extent such inclusions or exclusions affect
Awards to Covered Employees, they shall be prescribed, if at all, in a form that
meets the requirements of Section 162(m) of the Code for deductibility.

7.3 ADJUSTMENT OF PERFORMANCE-BASED COMPENSATION. Awards that are
designed to qualify as Performance-Based Compensation, and that are held by
Covered Employees, may not be adjusted upward. The Committee shall retain the
discretion to adjust such Awards downward, either on a formula or discretionary
basis or any combination, as the Committee determines.

7.4 COMMITTEE DISCRETION. In the event that applicable tax and/or
securities laws change to permit Committee discretion to alter the governing
Performance Measures without obtaining stockholder approval of such changes, the
Committee shall have sole discretion to make such changes without obtaining
stockholder approval. In addition, in the event that the Committee determines
that it is advisable to grant Awards that shall not qualify as Performance-Based
Compensation, the Committee may make such grants without satisfying the
requirements of Code Section 162(m) and may base vesting on Performance Measures
other than those set forth in Section 7.1.

B-7

(H) ARTICLE 8. DIVIDEND EQUIVALENTS

Any Participant selected by the Committee may be granted dividend
equivalents based on the dividends declared on Shares that are the measure for
an Award, to be credited as of dividend payment dates, during the period between
the date the Award is granted and the date the Award is exercised, vests or
expires, as determined by the Committee. Such dividend equivalents shall be
converted to cash by such formula and at such time and subject to such
limitations as may be determined by the Committee.

(I) ARTICLE 9. BENEFICIARY DESIGNATION

Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his death before he
receives any or all of such benefit. Each such designation shall revoke all
prior designations by the same Participant, shall be in a form prescribed by the
Committee, and will be effective only when filed by the Participant in writing
with the Company during the Participant's lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to the Participant's estate.

(J) ARTICLE 10. DEFERRALS

The Committee may permit or require a Participant to defer such
Participant's receipt of the payment of cash that would otherwise be due to such
Participant by virtue of the lapse or waiver of restrictions with respect to any
Awards. If any such deferral election is required or permitted, the Committee
shall, in its sole discretion, establish rules and procedures for such payment
deferrals.

(K) ARTICLE 11. RIGHTS OF PARTICIPANTS

11.1 EMPLOYMENT. Nothing in the Plan or an Award Agreement shall
interfere with or limit in any way the right of the Company, its Affiliates,
and/or its Subsidiaries, to terminate any Participant's employment at any time
or for any reason not prohibited by law, nor confer upon any Participant any
right to continue his or her employment for any specified period of time.

Neither an Award nor any benefits arising under this Plan shall
constitute an employment contract with the Company, its Affiliates, and/or its
Subsidiaries and, accordingly, subject to Articles 3 and 12, this Plan and the
benefits hereunder may be terminated at any time in the sole and exclusive
discretion of the Committee without giving rise to any liability on the part of
the Company, its Affiliates, and/or its Subsidiaries.

11.2 PARTICIPATION. No individual shall have the right to be selected
to receive an Award under this Plan, or, having been so selected, to be selected
to receive a future Award.

(L) ARTICLE 12. AMENDMENT, MODIFICATION, SUSPENSION, AND TERMINATION

12.1 AMENDMENT, MODIFICATION, SUSPENSION, AND TERMINATION. Subject to
Section 1.3, the Committee may, at any time and from time to time, alter, amend,
modify, suspend, or terminate the Plan and any Award Agreement in whole or in
part; provided, however, no amendment of the Plan

B-8

shall be made without stockholder approval if stockholder approval is required
by law, regulation, or stock exchange rule.

12.2 ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4.2 hereof) affecting the Company or the financial statements of the
Company or of changes in applicable laws, regulations, or accounting principles,
whenever the Committee determines that such adjustments are appropriate in order
to prevent unintended dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan. The determination of the
Committee as to the foregoing adjustments, if any, shall be conclusive and
binding on Participants under the Plan.

12.3 AWARDS PREVIOUSLY GRANTED. Notwithstanding any other provision of
the Plan to the contrary, no termination, amendment, suspension, or modification
of the Plan or an Award Agreement shall adversely affect in any material way any
Award previously granted under the Plan, without the written consent of the
Participant holding such Award.

(M) ARTICLE 13. WITHHOLDING

The Company shall have the power and the right to deduct or withhold from
any payment due or transfer made under any Award or under the Plan, or from any
compensation or other amount owing to a Participant, or require a Participant to
remit to the Company, the minimum statutory amount to satisfy federal, state,
and local taxes, domestic or foreign, required by law or regulation to be
withheld with respect to any taxable event arising as a result of this Plan.

(N) ARTICLE 14. SUCCESSORS

All obligations of the Company under the Plan with respect to Awards
granted hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

(O) ARTICLE 15. GENERAL PROVISIONS

15.1 FORFEITURE EVENTS.

(a) The Committee may specify in an Award Agreement that the
Participant's rights, payments, and benefits with respect
to an Award shall be subject to reduction, cancellation,
forfeiture, or recoupment upon the occurrence of certain
specified events, in addition to any otherwise applicable
vesting or performance conditions of an Award. Such events
may include, but shall not be limited to, termination of
employment for cause, violation of material Company,
Affiliate, and/or Subsidiary policies, breach of
noncompetition, confidentiality, or other restrictive
covenants that may apply to the Participant, or other
conduct by the Participant that is detrimental to the
business or reputation of the Company, its Affiliates,
and/or its Subsidiaries.

B-9

(b) If the Company is required to prepare an accounting
restatement due to the material noncompliance of the
Company, as a result of misconduct, with any financial
reporting requirement under the securities laws, if the
Participant knowingly or grossly negligently engaged in the
misconduct, or knowingly or grossly negligently failed to
prevent the misconduct, or if the Participant is one of the
individuals subject to automatic forfeiture under Section
304 of the Sarbanes-Oxley Act of 2002, the Participant
shall reimburse the Company the amount of any payment in
settlement of an Award earned or accrued during the twelve-
(12-) month period following the first public issuance or
filing with the United States Securities and Exchange
Commission (whichever just occurred) of the financial
document embodying such financial reporting requirement.

15.2 GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine, the
plural shall include the singular, and the singular shall include the plural.

15.3 SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

15.4 REQUIREMENTS OF LAW. The granting of Awards under the Plan shall
be subject to all applicable laws, rules, and regulations, and to such approvals
by any governmental agencies or national securities exchanges as may be
required.

15.5 EMPLOYEES BASED OUTSIDE OF THE UNITED STATES. Notwithstanding any
provision of the Plan to the contrary, in order to comply with the laws in other
countries in which the Company, its Affiliates, and/or its Subsidiaries operate
or have Employees, the Committee, in its sole discretion, shall have the power
and authority to:

(a) Determine which Affiliates and/or Subsidiaries shall be
covered by the Plan;

(b) Determine which Employees outside the United States are
eligible to participate in the Plan;

(c) Modify the terms and conditions of any Award granted to
Employees outside the United States to comply with
applicable foreign laws;

(d) Establish subplans and modify exercise procedures and other
terms and procedures, to the extent such actions may be
necessary or advisable. Any subplans and modifications to
Plan terms and procedures established under this Section
15.5 by the Committee shall be attached to this Plan
document as appendices; and

(e) Take any action, before or after an Award is made, that it
deems advisable to obtain approval or comply with any
necessary local government regulatory exemptions or
approvals.

Notwithstanding the above, the Committee may not take any actions
hereunder, and no Awards shall be granted, that would violate applicable law.

B-10

15.6 UNFUNDED PLAN. Participants shall have no right, title, or
interest whatsoever in or to any investments that the Company, its Affiliates,
and/or its Subsidiaries may make to aid it in meeting its obligations under the
Plan. Nothing contained in the Plan, and no action taken pursuant to its
provisions, shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company and any Participant, beneficiary,
legal representative, or any other individual. To the extent that any individual
acquires a right to receive payments from the Company, its Affiliates, and/or
its Subsidiaries under the Plan, such right shall be no greater than the right
of an unsecured general creditor of the Company, its Affiliates, and/or its
Subsidiaries, as the case may be. All payments to be made hereunder shall be
paid from the general funds of the Company, its Affiliates, and/or its
Subsidiaries, as the case may be and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in the Plan. The Plan is not subject to
ERISA.

15.7 RETIREMENT AND WELFARE PLANS. Except as otherwise determined by
the Committee or unless such other plan expressly provides that such
compensation shall be taken into account in computing a participant's benefit,
the Awards made under the Plan and the cash paid pursuant to such Awards will
not be included as "compensation" for purposes of computing the benefits payable
to any Participant under the Company's, its Affiliates', and/or its
Subsidiaries' retirement plans (both qualified and nonqualified) or welfare
benefit plans.

15.8 NONEXCLUSIVITY OF THE PLAN. The adoption of this Plan shall not be
construed as creating any limitations on the power of the Board or Committee to
adopt such other compensation arrangements as it may deem desirable for any
Participant.

15.9 NO CONSTRAINT ON CORPORATE ACTION. Nothing in this Plan shall be
construed to: (i) limit, impair, or otherwise affect the Company's, its
Affiliates', and/or its Subsidiaries' right or power to make adjustments,
reclassifications, reorganizations, or changes of its capital or business
structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer
all or any part of its business or assets; or (ii) limit the right or power of
the Company, its Affiliates, and/or its Subsidiaries to take any action which
such entity deems to be necessary or appropriate.

15.10 GOVERNING LAW. The Plan and each Award Agreement shall be governed
by the laws of the State of Tennessee, excluding any conflicts or choice of law
rule or principle that might otherwise refer construction or interpretation of
the Plan to the substantive law of another jurisdiction. Unless otherwise
provided in the Award Agreement, recipients of an Award under the Plan are
deemed to submit to the exclusive jurisdiction and venue of the federal or state
courts of Tennessee, to resolve any and all issues that may arise out of or
relate to the Plan or any related Award Agreement.

15.11 INDEMNIFICATION. Each individual who is or shall have been a
member of the Board, or the Committee appointed by the Board, or an officer of
the Company to whom authority was delegated in accordance with Article 3 shall
be indemnified and held harmless by the Company against and from any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by him in
connection with or resulting from any claim, action, suit, or proceeding to
which he may be a party or in which he may be involved by reason of any action
take or failure to act under the Plan and against and from any and all amounts
paid by him in settlement thereof, with the Company's approval, or paid by him
in satisfaction of any judgment in any such action, suit, or proceeding against
him, provided he shall give the Company an opportunity, at its own expense, to

B-11

handle and defend the same before he undertakes to handle and defend it on his
own behalf, unless such loss, cost, liability, or expense is a result of his own
willful misconduct or except as expressly provided by statute.

The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under the
Company's Certificate of Incorporation of Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.

B-12

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TRACTOR SUPPLY COMPANY
P
R ANNUAL MEETING OF STOCKHOLDERS
O
X PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Y
The undersigned hereby appoints Calvin B. Massmann and M. Kim Vance and
each of them (with power of substitution) proxies of the undersigned to
represent and vote, as designated on the reverse side, all shares of
common stock, par value $.008 per share ("Common Stock"), of Tractor
Supply Company (the "Company") which the undersigned would be entitled to
vote if personally present at the Annual Meeting of Stockholders to be
held on April 15, 2004 and at any adjournment thereof.

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CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
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PLEASE MARK
/X/ VOTES AS IN
THIS EXAMPLE.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" ITEMS 1, 2 AND 3. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
ITEMS 1, 2 AND 3.

FOR AGAINST ABSTAIN
1. Election of three Class I Directors for a 2. Ratification of the appointment of Ernst &
three-year term ending at the 2007 Annual Young LLP as independent auditors for the / / / / / /
Meeting of Stockholders. fiscal year ending December 25, 2004

NOMINEES FOR CLASS I DIRECTORS: 3. Approval of Senior Executive Incentive Plan / / / / / /
(01) James F. Wright, (02) Gerard E. Jones
and (03) Edna K. Morris
In their discretion, the Proxies are authorized to vote upon such other
busines as may properly come before the annual meeting.

FOR WITHHOLD
ALL / / / / FROM ALL MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
NOMINEES NOMINEES
IMPORTANT: Please date and sign as your name appears at left and return in the
enclosed envelope. When signing as executor, administrator, trustee, guardian,
/ /______________________________________ etc., please give full title as such. If the stockholder is a corporation, a
For all nominees except as noted above duly authorized officer whose title is stated should sign this proxy in the full
corporation name.

Signature:________________________________ Date_______________

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