This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of July 12, 2004 (the "Effective Date")
by and between TRACTOR SUPPLY COMPANY, a Delaware corporation (the "Company"), and James F.
Wright (the "Executive").
W I T N E S S E T H:
WHEREAS, the Executive is employed as the President and Chief Operating Officer of the Company and the
Company desires that the Executive continue to serve as President and Chief Operating Officer through
September 30, 2004 and to assume the office of President and Chief Executive Officer on October 1, 2004; and
WHEREAS, the Company and the Executive wish to memorialize their understanding of the terms of the
Executive's employment with the Company, the financial obligations of the Company to the Executive and to
specify certain rights, responsibilities and duties of the Executive.
NOW, THEREFORE, based upon the premises set forth herein and for other good and valuable consideration,
the receipt and sufficient of which is hereby acknowledged, the parties agree as follows:
ARTICLE I. RESPONSIBILITIES
Until September 30, 2004, the Executive shall serve as President and Chief Operating Officer of the Company,
and commencing October 1, 2004, the Executive shall serve as President and Chief Executive Officer of the
Company, or such other executive position as the Executive shall approve, performing duties commensurate with
the position of President and Chief Executive Officer and such additional duties as the Board of Directors of the
Company (the "Board") shall reasonably determine from time to time during the term of this Agreement. The
Executive shall report directly to the Board. The Executive accepts employment upon the terms set forth in this
Agreement and will perform diligently to the best of his abilities those duties contemplated by this Agreement in a
manner that promotes the interests and goodwill of the Company. The Executive will faithfully devote his
commercially reasonable efforts and all his working time