AGREEMENT BETWEEN

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                                                                  EXHIBIT 10.45





                                   AGREEMENT

                                    BETWEEN

                             TRACTOR SUPPLY COMPANY

                                      AND

                        GENERAL DRIVERS & HELPERS UNION,
                        LOCAL #554, AFFILIATED WITH THE
                     INTERNATIONAL BROTHERHOOD OF TEAMSTERS

                           EFFECTIVE: AUGUST 1, 1999

                             EXPIRES: JULY 31, 2002
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TABLE OF CONTENTS                                                                                                PAGE

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ARTICLE 1 - RECOGNITION..............................................................................................1


ARTICLE 2 - CHECK-OFF................................................................................................1


ARTICLE 3 - DISCRIMINATION AND COERCION..............................................................................2


ARTICLE 4 - SCHEDULE OF HOURS AND OVERTIME...........................................................................3


ARTICLE 5 - VACATIONS................................................................................................5


ARTICLE 6 - HOLIDAYS.................................................................................................8


ARTICLE 7 - WAGE RATES...............................................................................................9


ARTICLE 8 - STEWARDS.................................................................................................9


ARTICLE 9 - MANAGEMENT RIGHTS.......................................................................................10


ARTICLE 10 - CONDITIONS OF EMPLOYMENT...............................................................................11


ARTICLE 11 - ARBITRATION & GRIEVANCES...............................................................................16


ARTICLE 12 - STRIKES & LOCKOUTS.....................................................................................18


ARTICLE 13 - PICKET LINE............................................................................................18


ARTICLE 14 - CONFLICT OF LAWS.......................................................................................18


ARTICLE 15 - LEAVE OF ABSENCE.......................................................................................19


ARTICLE 16 - EXTRA-CONTRACT AGREEMENTS..............................................................................19


ARTICLE 17 - REVIEW OF DISCREPANCY IN PAY...........................................................................20


ARTICLE 18 - LOSS OR DAMAGE.........................................................................................20


ARTICLE 19 - BONDS..................................................................................................20


ARTICLE 20 - PHYSICAL EXAMINATIONS..................................................................................20


ARTICLE 21 - COMPENSATION CLAIMS....................................................................................20



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ARTICLE 22 - MILITARY SERVICE......................................................................................21


ARTICLE 23 - EQUIPMENT.............................................................................................21


ARTICLE 24 - PAID-FOR-TIME.........................................................................................21


ARTICLE 25 - GROUP BENEFIT PLANS...................................................................................22


ARTICLE 26 - POSTING OF NOTICES....................................................................................25


ARTICLE 27 - UNION COOPERATION.....................................................................................25


ARTICLE 28 - SEPARATION OF EMPLOYMENT..............................................................................25


ARTICLE 29 - EMERGENCY REOPENING OF AGREEMENT......................................................................25


ARTICLE 30 - AGREEMENT.............................................................................................25


ARTICLE 31 - ENTIRE AGREEMENT......................................................................................26


ARTICLE 32 - INSPECTION PRIVILEGES.................................................................................26


ARTICLE 33 - FUNERAL LEAVE.........................................................................................27


ARTICLE 34 - JURY DUTY.............................................................................................27


ARTICLE 35 - TERM OF AGREEMENT.....................................................................................28


APPENDIX "A" - WAGE RATES..........................................................................................29


APPENDIX "B" - PART-TIME PROGRAM...................................................................................32


APPENDIX "C" - OVERTIME............................................................................................33


APPENDIX "D" - DRUG AND ALCOHOL POLICY.............................................................................35



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                                   AGREEMENT

         THIS AGREEMENT, entered into between TRACTOR SUPPLY COMPANY of Omaha,
Nebraska, hereinafter referred to as the "Company", and GENERAL DRIVERS &
HELPERS UNION, LOCAL #554, affiliated with the International Brotherhood of
Teamsters, hereinafter referred to as the "Union".


                                  WITNESSETH:

                            ARTICLE 1 - RECOGNITION

          The Company recognizes the Union as the sole and exclusive bargaining
agent for warehousemen of the Company at Omaha, Nebraska, excluding
professional associates, office clerical associates, retail salesmen, watchmen,
guards, sweep-up boy and supervisors, as defined in the Labor Management
Relations Act, 1947, as amended.

          It is expressly understood that this Agreement shall not apply to
salesmen employed at any retail outlet of the Company or its subsidiaries.


                             ARTICLE 2 - CHECK-OFF

          Section 1. The Company shall deduct from the first pay of each month
the Union dues and uniform assessments for the current month and promptly remit
same to an authorized representative of the Union, provided that the Company
has received from the associate involved on whose account such deductions are
made, a written assignment permitting such deduction. Initiation fees of the
Union shall be deducted by the Company and remitted to the Union in the same
manner as dues collections, on the basis of monthly lists of new members
submitted to the Company by the Union, provided the Company shall have received
from the associate on whose account such deductions


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are made, a written assignment. This paragraph shall be subject to the
provisions of the Labor Management Relations Act of 1947, as amended.

         Section 2. The Employer will recognize authorization for deductions
from wages for the Union's D.R.I.V.E. Program, if in compliance with state law.
Such deduction shall be made once annually and transmitted to the Union.


                    ARTICLE 3 - DISCRIMINATION AND COERCION

         Section 1. There shall be no discrimination by foremen,
superintendents or other supervisors of the Company against any associate in
the bargaining unit because of the associate's membership in the Union.

         Section 2. The Union agrees that neither its officers nor its members,
nor persons employed directly or indirectly by the Union, will intimidate or
coerce associates, nor will it solicit members on Company time.

         Section 3. The Company and the Union agree to abide by applicable laws
concerning no discrimination because of race, color, religion, national origin,
sex, and age. Both parties further agree to abide by all applicable provisions
of the National Labor Relations Act, as amended.

         Section 4. Due to the Americans with Disabilities Act or the
regulations promulgated thereunder, the Company may be required to make a
reasonable accommodation to the disability of an applicant or incumbent
associate that may be in conflict with provisions of this Agreement. In such
event, the Company shall be privileged to make such accommodation
notwithstanding the


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requirements of this Agreement. The Company shall notify the Union thereafter
as soon as is practicable of such situation on a confidential basis.


                   ARTICLE 4 - SCHEDULE OF HOURS AND OVERTIME

         Section 1. The regular hours of work shall be 40 hours per week
divided into five days of eight hours each and/or four days of 10 hours each
worked consecutively with the right of the Company to establish work shifts
from Sunday 3:00 p.m. through Saturday, with the exception of utility/cleanup
which would precede or follow above program.

         The foregoing hours of work shall not apply in cases of proven
computer breakdown that would prevent the normal warehouse operation, or other
causes beyond the control of the Company, Acts of God such as fire, flood,
explosion or power failure. Under no condition will an associate who has
reported and started work be paid for less than four hours.

         Section 2. Time and one-half (1-1/2) shall be paid for all work
performed over 40 hours per week.

         A.       Associates shall not be required to work an excess of 10
                  hours per day which may include Company directed mandatory
                  overtime.

         B.       The exception to Section 2A. hours of work limitation would
                  be emergency plans enacted and/or caused by an Act of God or
                  federal, state, or local government directives.

         C.       See Appendix C for bid scheduling and overtime.


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         Section 3. Holidays shall be considered as days worked for the purpose
of computing overtime.

         Section 4. Associates shall, except by mutual agreement, take at least
one continuous period for meals of not less than 30 minutes, nor more than one
hour in any one day. No associate shall be compelled to take more than one
continuous hour during such period, nor be compelled to take any part of such
continuous hour before he/she has been on duty three and one-half (3-1/2) hours
or after he/she has been on duty six hours.

         Starting time for the regular or first shift will be between 5:00 a.m.
and 10:00 a.m.

         Section 5.

         A.       All work performed on Sunday between 12:01 a.m. and 3:00
                  p.m., (with the exception of utility cleanup) will be paid at
                  two times straight-time rates.

         B.       Associates starting after 3:00 p.m. Sunday or later, which is
                  part of the associate's regularly scheduled work week, will
                  be paid straight-time rates.

         C.       All work performed on observed holidays shall be paid for at
                  the rate of two times the regular straight time rate, plus
                  holiday pay as provided in Article #6.

         D.       Associates required to work on their 7th day of work (7th
                  shift for the week) shall be paid two times their straight
                  time rate of pay.

         An associate's workweek shall be a seven consecutive day period
commencing on the associate's first regularly scheduled day of work.


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          Section 6. There shall be no pyramiding of overtime. This means that
overtime shall not be paid twice for the same hours worked.

          Section 7. All associates covered by this Agreement shall be paid on
a biweekly basis. Each associate shall be provided with a statement of gross
earnings and an itemized statement of all deductions made for any purpose.

          Section 8. There will be two 15 minute break periods each shift, one
in the first half of the shift and one in the second half of the shift, as near
the middle of the work period as practical. The second break may be eliminated
and reflected in a quitting time 15 minutes earlier, if the majority of the
work group concurs.

          Section 9. Associates called in on their regular scheduled day off
shall be guaranteed no less than four hours work or pay. When shift overtime of
less than one hour is required, the Company may assign the associate who is to
perform the work.

                             ARTICLE 5 - VACATIONS

         Section 1 - Schedule of Service

         Vacations are provided to full-time associates for the purpose of rest
and relaxation. Scheduling of vacations should be planned through your manager.
The following vacation schedule is based on seniority.


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         A.       One Week Vacation:

                  Associates hired between July 1 and December 31 are eligible
                  for a one week vacation in the following year which must be
                  taken between June 1 and December 31. The next year these
                  associates will be eligible for two weeks vacation.

         B.       Two Weeks Vacation:

                  Associates hired between January 1 and June 30 are eligible
                  for two weeks vacation in the following year which can be
                  taken from a period no earlier than one year from the hire
                  date to December 31 of that year.

         C.       Three Weeks Vacation:

                  Associates are eligible for three weeks vacation on the
                  January 1 of the year in which they will complete eight years
                  of continuous service. Associates are expected to take earned
                  vacations during the current eligibility year. Vacation may
                  not be accrued from one year to the next. Payment will not be
                  made for unused vacation from prior years, nor will pay in
                  lieu of vacation be allowed.

         D.       Four Weeks Vacation:

                  Associates are eligible for four weeks vacation on the
                  January 1 of the year in which they will complete 15 years of
                  continuous service.

         Section 2 - Vacation Scheduling

         A.       Planning

                  Vacation planning should be done as far in advance as
                  possible. Vacation schedule forms are distributed in January
                  to facilitate advance planning.


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         B.       Scheduling

                  Associate vacation requests should be solicited as far in
                  advance as possible. Vacations will be granted according to
                  staffing requirements with consideration given for seniority.
                  Although efficient operation of the work unit is important,
                  fair and equitable vacation scheduling is essential.

         C.       Commitment

                  Once a vacation has been scheduled it cannot be changed
                  within two weeks of the start of the vacation, except by
                  mutual agreement of both management and the associate.

         Section 3 - Vacation Payment - Full-time Associates

         Vacation pay is determined by the total hours worked during a normal
work week. Forty hours will be paid regardless of average hours per week.

         Section 4 - Vacation Accrual

         Associates are expected to take earned vacations during the current
eligibility year. Vacation may not be accrued from one year to the next.
Payment will not be made for unused vacation except for separated associates as
provided in Section 5.

         Section 5 - Vacation for Separated Associates

         Pay will be made to all associates for earned vacation as of the last
eligible date regardless of reasons for separation.


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         Section 6 - Effect of a Holiday During the Vacation Time

         When a paid holiday falls within the vacation period, the associate
shall be entitled to an additional day off with pay as mutually agreed by the
supervisor and the associate within the current eligibility year.

         Section 7 - Effect of Leave of Absence

         A.       Personal or Sick Leave: Leaves totalling 90 days or less
                  shall not affect vacation.

         B.       Military Leave:

         Vacation for associates with one year or more of continuous service as
a full-time associate, who returns to work from military leave shall receive
credit as a full-time associate according to the provisions of the Uniform
Services Employment and Re-employment Rights Act. U.S. Code Chapter 43 Title
38.


                              ARTICLE 6 - HOLIDAYS

         Section 1. Regular associates who are not scheduled to work on the
following holidays shall be paid eight hours pay at the straight-time hourly
rate for the following holidays:

               New Year's Day                           Labor Day

               Memorial Day                             Thanksgiving Day

               Fourth of July                           Christmas Day

               Associate's Anniversary Date

         Holiday pay for associates working four 10 hour days shall be as
follows:


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         When the holiday falls on a work day, the associate receives a day off
with 10 hours pay. When a holiday falls on a non-work day, it is observed on
the nearest work day.

         Section 2. Regular associates called to work on any of the above
listed holidays shall be paid at two times the regular rate, in addition to the
eight hours referred to above.

         Section 3. In order to qualify for eight hours of straight time pay
for a holiday not worked, it is provided that regular associates must work
their regular scheduled work day which precedes and follows the holiday, except
in cases of proven illness or unless the absence is mutually agreed to.

         Section 4. Associates who are serving their ninety (90) days
probationary period are not entitled to holiday pay for holidays falling within
the probationary period.

         Section 5. The parties hereto specifically acknowledge and agree that
the scheduling of mandatory overtime on a holiday is one of the management
prerogatives reserved to the Company under this Agreement.


                             ARTICLE 7 - WAGE RATES

         Wages shall be paid as set forth in Wage Appendix "A" attached hereto
and made a part of this Agreement.


                              ARTICLE 8 - STEWARDS

         The Company recognizes the right of the Union to designate a job
xxxxxxx and/or alternate per shift to handle such Union business as may from
time to time be delegated to them by the Union.


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Job stewards and alternates have no authority to take strike action or any
other action interrupting the Company's business in violation of this
Agreement, or any action except as authorized by official action of the Union.
The Company recognizes this limitation upon the authority of job stewards and
their alternates. The Company, in so recognizing such limitation, shall have
the authority to render proper discipline, including discharge without
recourse, to such job xxxxxxx or his alternate in the event the job xxxxxxx or
his alternate has taken an unauthorized strike action, slow-down, or work
stoppage in violation of this Agreement. Job xxxxxxx and alternate shall be an
associate of the Company. The job xxxxxxx and/or alternate has authority to
receive any notice hereunder from the Company to the Union, provided the
Company mails a copy of such notice to the Union. Such notice will be effective
on the date of receipt by the xxxxxxx or alternate. Discussion of union matters
with one or more associates should be held on breaks, lunch periods, or before
or after the scheduled shift.


                         ARTICLE 9 - MANAGEMENT RIGHTS

         The management of the Company's business and the direction of its
associates, including the right to plan, direct and control Company operations,
hire, suspend or discharge, transfer, or relieve associates from duty because
of lack of work or for other reasons, the right to introduce new, improved or
different methods of facilities, and the right to establish and maintain rules
and regulations covering the operations of its business and the conduct of its
associates, are vested exclusively in the Company as long as the same does not
conflict with the terms and provisions of this Agreement. The Company will
discharge any associate for dishonesty, use or being under the influence of
intoxicating liquors or drugs while on duty, insubordination, conduct of a
criminal character, the unauthorized taking or use of Company property, violent
physical threats on Company property, the possession of fire arms on Company
property, fighting or other conduct that normally


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calls for summary discharge. The Company will not discharge associates for
other offenses without first furnishing a warning letter, a copy of which will
be furnished to the Union. The Company may request an associate to take a
medical test to determine whether he was under the influence of intoxicating
liquor or drugs, and an associate's refusal to submit to such test may be
considered as a presumption that the associate was under the influence. Such
tests will be based on reasonable suspicion, or as a result of selection under
the random drug and substance testing program, as set forth in Appendix D.


                     ARTICLE 10 - CONDITIONS OF EMPLOYMENT

         Section 1. Seniority for the purposes of this Agreement is defined as
the length of continuous service with the Company.

         Section 2.

         A.(1) In assigning associates to higher paying jobs, either inside the
bargaining unit or to work as a Lead Person, the Company shall select those
associates who are best qualified and desire to be so promoted. In making such
selections, consideration will be given to such factors as ability,
performance, skill and experience. Judgments as to qualifications shall be at
the sole discretion of the Company on a non-discriminatory basis.

         A.(2) A Lead Person shall be assigned to a specific daily
classification for overtime purposes under Appendix "C". A Lead Person, for the
purpose of day off overtime, will be considered to be part of his/her last
assigned classification.

         A.(3) If a Lead Person is filling in for supervision, he/she shall not
be restricted in any way from performing his/her duties and responsibilities as
a Lead Person.


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         B.(1) The principle of seniority will apply in case of layoffs.
Layoffs will be implemented based on seniority, qualifications to perform the
work, and associates being at the level of "standard performance" as per
Company performance appraisal form, in order to get a bye.

         B.(2) The Company will notify the associate in writing at least one
week before the date of layoff.

         B.(3) Associates with at least 90 days of service will be recalled
based on seniority, qualifications to perform the work, and meeting "standard
performance" objectives. Associates who have been laid off shall receive seven
days written notice of recall.

         Section 3. Associates shall lose all seniority rights and employment
shall cease for any of the following reasons:

         a.       Resignation.

         b.       Discharge.

         c.       Failure to notify Company within three days after registered
                  mail notice of recall from layoff of his/her return to work.
                  Must report to work within seven days.

         d.       Absence due to layoff for nine months.

         e.       If the associate overstays a leave of absence.

         f.       If the associate gives a false reason for a leave of absence,
                  or engages in other employment during such leave.

         g.       If the associate is retired.

         h.       If the associate intentionally falsifies information on his
                  application for employment.

         i.       If the associate is absent from work for off-the-job illness
                  or injury in excess of nine calendar months or for on-the-job
                  illness or injury in excess of 15 calendar months.

         j.       Failure to report for a period of three consecutive days
                  without notifying the Company.


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         k.       Failure to report for a period of two consecutive regular
                  workdays without notifying the Company, unless the associate
                  can prove that such notification was physically impossible.

         Section 4. Each new or rehired associate shall be on probation for the
first 90 calendar days of employment or re-employment in the bargaining unit.
Upon satisfactory completion of said probationary period, seniority will be
computed from the date of hire, or most recent date of rehire, with the
Company. Absence from work will extend the probationary period for a period of
time equivalent to the length of such absence. At any time during the
probationary period, an associate may be discharged for any reason. Such
associate so discharged shall not have any recourse under this Agreement,
including the right to file a grievance.

          Section 5. The parties agree that supervisors will not perform the
work of the parties they supervise except during training, demonstration, and
safety education.

          For the purpose of training an associate, the supervisor must perform
the training in the immediate area with the associate being trained, with
exception of training in Company training centers, meeting rooms, or off-site
locations.

          It is understood that after making all reasonable efforts to use
bargaining unit employees to perform bargaining unit work, the Company may use
any other temporary means of covering this work.


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         Other associates of the Company not in the bargaining unit may work in
the Distribution Center, as part of a training and development program.
Participation in bargaining unit work is limited to one week per individual per
year. This developmental program will not reduce Distribution Center
associates' workload.

         Upon occasion, vendors will be allowed to construct or put together
samples for use in Company training or merchandising programs.

         Section 6. - Bid Process

         Associates with seniority, if they have the ability to perform the
necessary work, shall have their choice, according to their seniority, of
posted jobs subject to the following conditions:

          A.      Bid Process

              1.  The bids shall list job classification (description), days of
              work, regular starting and quitting time. There will be at least
              one bid position for each job classification. The number of job
              classifications will be determined by the Company as required by
              need to support the Distribution Center.

              2.  Associates will be notified at least two weeks in, advance of
              a change in their regularly scheduled starting time.

              3.  During the course of the work day, and day-to-day basis, if
              it becomes necessary to re-assign associates, it will be done on
              the basis of need as determined by management.

                a.  All vacant bids and new openings created within the course
                    of a 12 month period shall be posted for bid by associates
                    for two working days and shall be awarded by seniority to
                    qualified applicants at the start of following work week.
                    These bid openings are limited to percentages stated in
                    Article #10, Sec. 6, A6.


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                b.  No more than two bids posted to fill open position after
                    initial bid.

              4.  Jobs will be awarded to the most senior associate bidding on
              said job who has the ability to perform the job.

              5.  There shall be three bids for job preference and improvement
              during the contract. The bids shall be bid by August 31, 1999,
              and approximately 12 months thereafter. If there is an addition
              or reduction in staff of twenty-five percent (25%) or more within
              any 90 day period, it will automatically cause a bid to occur
              within 30 days.

              6.  The jobs to be bid will be determined by the Company;
              however, the Company agrees that at least seventy-five percent
              (75%) of the eligible associates in the unit will be on bid jobs.
              Leads will not be counted as part of 75%. Remaining associates
              shall be designated as floaters.

              7.  Each floater will be assigned on the basis of his/her
              preference to the most senior associates. If more than one
              picking job is available, choices will be by seniority. When job
              preference assignments have been exhausted, jobs will be
              assigned.

              Other floater job assignments, which do not fall into one of the
              above categories, will be offered on the basis of seniority.

              During the course of the work day, if it becomes necessary to
              reassign floaters, it will be done on a basis of need as
              determined by management.


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                     ARTICLE 11 - ARBITRATION & GRIEVANCES

         Any complaint, disagreement or difference of opinion between the
Company, the Union or the associates covered by this Agreement which concerns
the interpretation or application of the terms and provisions of this Agreement
will be considered a grievance.

         Any associate, the Union or the Company may present a grievance. Any
grievance which is not presented within seven days following knowledge of the
event giving rise to such grievance shall be forfeited and waived by the
aggrieved party.

         The procedure for handling grievances shall be as follows: first, the
associate (with or without the xxxxxxx) and the associate's immediate
supervisor shall discuss and attempt to adjust such grievance. If this attempt
to settle the grievance fails, then the xxxxxxx representing the Union and the
Company's DC Manager or Operations Manager shall discuss and attempt to adjust
such grievance.

         If these two are unable to settle the grievance, said grievance shall
be submitted in writing by the Union Business Agent to the Company's DC
Manager. Said written submission shall clearly set forth the issues of
contention of the aggrieved parties. Failure to follow the above procedure will
result in forfeiture of the grievance by the aggrieved party.

         If the Union's and the Company's designated representatives cannot
reach an agreement within five days, upon request of either party, the
grievance shall be submitted to an arbitrator. The Company and the Union shall
select the arbitrator by mutual agreement. In the event the parties are unable
to agree upon an arbitrator within five days, an arbitrator shall be selected
by each party


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striking two names from a list of five arbitrators to be furnished by the
Federal Mediation and Conciliation Service. The arbitrator shall be impartial
and possess skill and knowledge of labor-management relations. A time limit of
15 days shall be placed on the rendering of the arbitrator's decision.

         The arbitrator shall receive and consider such material evidence and
contentions as the parties may offer and shall make such independent
investigation as he/she deems essential to a full understanding and
determination of the issues involved.

         The arbitrator shall not be vested with power to change, modify or
alter any of the terms of this Agreement. All grievances submitted shall
present an arbitrable issue under this Agreement, and shall not depend on or
involve an issue of contention by either party which is contrary to any
provision of this Agreement, or which involves the determination of a subject
matter not covered by or arising during the term of this Agreement.

          The findings and decisions of the arbitrator on all arbitrable
questions shall be binding and enforceable on all parties. If either party
refuses to abide by the final decision of the arbitrator on the merits of a
grievance, the other party may apply economic sanctions.

          It is the intention of the parties that this Article 11 shall provide
a peaceful method of adjusting grievances so that there shall be no suspension
or interruption of normal operations as a result of any grievances. The parties
shall act in good faith in proceeding to adjust grievances in accordance with
the provisions of this Article.


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         The expenses of the arbitrator shall be borne equally by the parties
to the arbitration.

         It is agreed that there will be no stoppage of work or lockouts
pending settlement of a dispute, in accordance with the grievance procedure
herein established.


                        ARTICLE 12 - STRIKES & LOCKOUTS

         The Union will not cause or officially sanction its members to cause
or take part in any strike, sit-down, or stay-in or slow-down, or any other
stoppage in the operations of the business of the Company; nor will the local
management lock out any associate or transfer any job under dispute from local
plant until all the procedures mentioned in the foregoing grievance procedure
shall have been employed without success.


                            ARTICLE 13 - PICKET LINE

          It shall not be a violation of this Agreement and it shall not be
cause for discharge or disciplinary action in the event an associate refuses to
enter upon any property involved in a lawful primary labor dispute or refuses
to go through or work behind any lawful primary picket line, including the
lawful primary picket line of unions party to this Agreement and including
lawful primary picket lines at the Company's place or places of business.


                         ARTICLE 14 - CONFLICT OF LAWS

          Nothing contained herein is intentionally in conflict with any
existing federal, state or local laws or any rules or regulations made pursuant
thereto. In the event that any article or portion of any article of this
Agreement proves to be in conflict with any such law or rule or regulation,
only the


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conflicting article or portion thereof, as the case may be, shall be abrogated
and all of the terms and conditions of this Agreement shall continue in full
force and effect.


                         ARTICLE 15 - LEAVE OF ABSENCE

         The Company agrees to grant the necessary and reasonable time off (not
to exceed 30 days) without discrimination or loss of seniority rights and
without pay, to any associate designated by the Union to attend a labor
convention or serve in any capacity on other official Union business, provided
48 hours written notice is given to the Company by the Union, specifying the
length of time off. The Union agrees that in making its request for time off
for Union activities, due consideration shall be given to the number of
associates affected in order that there shall be no disruption of the Company's
operations due to lack of available associates.

         Any associate desiring a leave of absence must secure the prior
written approval of both the Company and the Union. The giving of such written
approval shall be within the discretion of the Company and the Union. The
maximum leave of absence shall be for 30 days and may be extended for like
periods. Permission for extension must be secured from both the Union and the
Company. Failure to comply with this provision shall result in the complete
loss of seniority of the associate involved.


                     ARTICLE 16 - EXTRA-CONTRACT AGREEMENTS

         The Company agrees not to enter into any agreement or contract with
associates in the bargaining unit, individually or collectively, which in any
way conflicts with the terms and provisions of this Agreement.


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                   ARTICLE 17 - REVIEW OF DISCREPANCY IN PAY

         Any discrepancy in pay of any associate in the bargaining unit may be
taken up by the Union with the Operating Manager, who will review with the
Union Representative the computation of such pay.


                          ARTICLE 18 - LOSS OR DAMAGE

         Associates shall not be charged for loss or damage unless clear proof
of negligence is shown, or is the result of the intentional act of the
associate.


                               ARTICLE 19 - BONDS

         Should the Company require any associate to give bond, cash bond shall
not be compulsory, and any premium involved shall be paid by the Company, and
in the event any associate cannot qualify for such bond with the bonding
company selected by the Company, and in the amount required, the Company shall
have the right to release and discharge said associate and said release or
discharge shall not be a violation of any of the terms and conditions of this
Agreement.


                       ARTICLE 20 - PHYSICAL EXAMINATIONS

         Physical examinations required by the Company shall be promptly
complied with by all associates, provided, however, the Company shall pay for
all such examinations.


                        ARTICLE 21 - COMPENSATION CLAIMS

         The Company agrees to cooperate toward the prompt disposition of
associate on-the-job injury Worker's Compensation claims. The Company shall
provide Worker's Compensation protection for all associates covered by this
Agreement. An associate injured on the job will be paid for the


                                      20
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entire day if the associate is required to leave work. Following the initial
day of injury, each associate may choose to use either his accumulated sick
days or vacation days to continue receiving pay until worker's compensation
starts. Otherwise, no pay shall be forthcoming for that period when the
associate is unable to work.


                         ARTICLE 22 - MILITARY SERVICE

         Associates enlisting or entering the military or naval service of the
United States, pursuant to the provisions of the Uniform Services Employment
and Re-employment Rights Act, U.S. Code Chapter 43 Title 38, shall be granted
all rights and privileges provided by the Act.


                             ARTICLE 23 - EQUIPMENT

         The Company shall not require associates to operate any vehicle or
forklift truck that is not in safe operating condition or equipped with the
safety appliances prescribed by law. It shall not be a violation of this
Agreement where associates refuse to operate such equipment unless such refusal
is unjustified. All forklift trucks used for stacking will have an overhead
safety shield. The Company, upon receipt of proper documentation, shall pay
fifty percent (50%) of the cost of safety shoes, provided that said payment
shall not exceed fifty dollars ($50.00) in any 12 month period.


                           ARTICLE 24 - PAID-FOR-TIME

          All associates covered by this Agreement shall be paid for all time
spent in the service of the Company. Time shall be computed from the time the
associate is directed to report to work and until he/she is released from duty,
but no overtime shall be paid except when specifically directed by the Company
or its authorized representative.


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   25

                        ARTICLE 25 - GROUP BENEFIT PLANS

          Section 1 - Company Plans

          All associates covered by this Agreement shall be subject to the
provisions of and will be entitled to the benefits of the Company's group
benefit program as follows:

         A.       The Tractor Supply Co., Inc. Associate Benefit Plan;

         B.       Sick Pay and Extended Sick Pay Plan (see Section 2 and 3
                  below); and

         C.       401 (k) Plan;

as said Plans are presently constituted or as said Plans may be amended by the
Company from time to time. The parties understand and agree that in the event
such amendments take place during the term of this Agreement, said amendments
will apply automatically to covered associates. It is further agreed that
disputes under these Plans will not be subject to the Grievance Procedure, but
will be governed solely by the terms of the Plan documents.

         Section 2 - Sick Pay

         A.       Regular Sick Days

              1.   Normal Benefit: A full-time hourly associate who is absent
              from work due to a bona-fide personal illness or injury is
              entitled to one-half (1/2) day for each completed month of
              service.

              2.   Accrual of Regular Sick Days: Sick days accrue at the rate
              of one-half (1/2) day for each continuous month of service, not
              to exceed six days in any 12 month period. Accrual of benefit
              begins after 90 days of service.


                                      22
   26


              Associates absent for a period of three or more consecutively
              scheduled work days will be requested by management to submit a
              medical doctor's certification of illness and inability to work.

              Unused sick days may be accrued from year to year up to a maximum
              accrual of 30 days. Accrued sick days are to be used only for
              personal illness or injury and may be used during the first seven
              calendar days before beginning the extended sick pay plan in
              Section 3.

              3. Payment of Regular Sick Days: All regular sick pay time is
              paid through the normal payroll system. Sick time may be taken in
              full or half day amounts.

         B.   Unused Sick Time - Sick days are intended to be used only for
         personal illness or injury. Therefore, an associate who quits or is
         discharged for just cause shall not be entitled to pay for an unused
         or accrued sick days.

         Section 3 - Extended Sick Pay Plan

         A regular full-time associate absent from work due to personal illness
or injury is entitled to pay under the Company's extended sick pay plan, upon
submission of a physician's written statement indicating that the associate is
unable to work. Payments will begin after the associate has been continuously
absent for at least seven calendar days.

         A.       Regular Benefit for Full-Time Hourly Associates:
                  -----------------------------------------------



                  Length of Service             Full Pay For      Half Pay For
                  ============================================================
                                                            
                  At least 6 months               1 week

                  At least 3 years                2 weeks            4 weeks

                  At least 5 years                4 weeks            6 weeks


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   27

                                                             
                  At least 10 years               6 weeks            8 weeks

                  At least 15 years               8 weeks           10 weeks

                  At least 20 years              10 weeks           12 weeks



         B.   Payment of Extended Sick Pay: A personnel action form along with
         the physician's statement must be submitted to the personnel
         department to initiate extended sick pay benefits.

         C.   Renewal of Extended Pay Benefits: Extended sick pay benefits are
         reinstated to the full amount based on Subsection A above 12 months
         after the first extended sick day is used, provided the associate is
         actively working during that 12 month period. If the associate is not
         actively working, extended sick pay benefits will be reinstated one
         year after return to work.

         If an associate is disabled beyond a six month period, extended sick
pay would be reinstated 12 months after return to work.

         If a work related injury is involved, this policy becomes null and
void.

         Section 4 - Substitution of Paid Leave for Unpaid Leave Provided Under
         the Family Medical Leave Act

         Refer to Family Medical Leave policy in the Tractor Supply Company
Human Resources Manual and Handbook for application.


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   28


                        ARTICLE 26 - POSTING OF NOTICES

          Bulletin boards will be provided by the Company where notices
pertaining to Union matters may be posted by an authorized agent of the Union,
provided that such notices are approved by the Company.


                         ARTICLE 27 - UNION COOPERATION

          The Union, as well as members thereof, agrees at all times as fully
as it may be within its power, to further the interest of the Company.


                     ARTICLE 28 - SEPARATION OF EMPLOYMENT

          Upon quitting, the Company shall pay all monies due to the associate
on associate's normal regular pay days.


                 ARTICLE 29 - EMERGENCY REOPENING OF AGREEMENT

          In the event of war, declaration of emergency, or imposition of
civilian controls during the life of this Agreement, either party may reopen
the same upon 60 days written notice and request re-negotiation of matters
dealing with wages and hours. Upon failure of the parties to agree in such
negotiations, either party shall be permitted all lawful economic recourse to
support its request for revisions. If the governmental approval of revisions
should become necessary, all parties will cooperate to the utmost to attain
such approval.


                             ARTICLE 30 - AGREEMENT

          This Agreement is the only agreement between the Company and the
Union with respect to the associates covered by this Agreement. It incorporates
all terms, provisions and conditions agreed


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upon. No change, waiver or modification of any provision of this Agreement
shall be binding unless made in writing and signed on behalf of the Company by
its authorized officer, and on behalf of the Union by an authorized officer of
the Union.


                         ARTICLE 31 - ENTIRE AGREEMENT

         Section 1. The parties acknowledge that during the negotiations which
resulted in this Agreement, each had the unlimited right and opportunity to
make demands and proposals with respect to all proper subjects of collective
bargaining and that all such subjects have been discussed and negotiated upon
and the agreements contained in this Agreement were arrived at after the free
exercise of such rights and opportunities. Therefore, the Company and the
Union, for the life of this Agreement, each voluntarily and unqualifiably waive
the right and each agrees the other shall not be obligated to bargain
collectively with respect to any subject or matter not specifically referred to
or covered in this Agreement, even though such subject or matter may not have
been within the knowledge or contemplation of either or both of the parties at
the time they negotiated or signed this Agreement.

         Section 2. The parties understand and agree that this Agreement covers
all bargained for conditions of employment, and that the Company has the right,
at its discretion, to change, modify or amend conditions of employment not so
covered as its business judgment dictates.


                       ARTICLE 32 - INSPECTION PRIVILEGES

         Authorized agents of the Union, after making their presence known to
management, shall have access to the Company's establishment during working
hours for the purpose of adjusting disputes, investigating working conditions,
collection of dues, and ascertaining that the Agreement is


                                      26
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being adhered to, provided that such inspection and visitation is reasonable
and does not interfere with the efficient operation of the Employer's business.
Company management will notify the Union Xxxxxxx or other warehouse associate
to conduct subject business.


                           ARTICLE 33 - FUNERAL LEAVE

          Section 1. In the event of the death of a mother, mother-in-law,
father, father-in-law, sister, sister-in-law, brother, brother-in-law, child,
spouse, grandparent, grandchild, grandparent-in-law, son-in-law or
daughter-in-law, regular full-time associates will be paid normal pay for time
absent from schedule work up to four consecutive days.

          Section 2. Payment will be made for Funeral Leave when the associate
misses a regularly scheduled work day. Funeral Leave can be applied to the
beginning or the end of a vacation period only when that time off would have
been granted, regardless of the vacation.


                             ARTICLE 34 - JURY DUTY

          Section 1. Regular full-time associates are entitled to a paid leave
from the job for jury duty. In the event the associate is excused or the jury
is not in session, the associate will be expected to work even if only for a
portion of the work day. Associates are granted a maximum of 30 days per
calendar year.

          The associate will be reimbursed the difference if jury duty pay is
less than normal Company pay.


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   31

         Section 2. Associates must submit proof from the appropriate authority
to verify days served and the amount of compensation received in order to
receive the difference between this amount and normal wages. Documents must be
submitted on a timely basis.

          In the event that documentation cannot be obtained on a timely basis,
the personnel department should be contacted to arrange for the issuance of a
normal paycheck and subsequent associate reimbursement to the Company of jury
duty.


                         ARTICLE 35 - TERM OF AGREEMENT

          This Agreement shall be in full force and effect from August 1, 1999
to and including July 31, 2002, and shall continue in full force and effect
from year to year thereafter unless written notice of desire to change or
modify this Agreement is served by either party on the other 60 days prior to
the date of expiration.


                                          
TRACTOR SUPPLY COMPANY                       GENERAL DRIVERS & HELPERS UNION,
                                             LOCAL #554 affiliated with the International
                                             Brotherhood of Teamsters


By: /s/ Xxxxx Xxxxxxxx                       By: /s/ Xxx Xxxxxx
    ---------------------------------            --------------------------------------------

Title: Vice President-Logistics              Title: President Local #554
       ------------------------------               -----------------------------------------

Date:  October 18, 1999                      Date: October 22, 1999
       ------------------------------              ------------------------------------------



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   00

                           XXXXXXXX "X" - XXXX RATES

Job classifications under this Agreement will be as follows:

         General Warehouse: Shall be required to perform any duties in the
warehousing, order processing, receiving or shipping of any materials processed
through the warehouse. These duties shall include, but not be limited to, the
use of any and all "power equipment."

         Part-time General Warehouse: To supplement the full-time workforce,
part-time general warehouse may be used. Job duties will be essentially the
same as general warehouse, but part-timers may be used for such things as
vacation relief, fill-ins for illness, peak workload coverage and other special
needs as determined by the Company. Part-timers will work under 1000 hours per
year.

         Section 1.  Rates for Warehouse Associates

         A.   The extent of the increases to be granted at these time intervals
         between the start and the maximum will be based on performance and
         evaluations.



               NEW ASSOCIATES HIRED AS OF AUGUST 1, 1999:

                                                  
               Starting Rate                         $ 8.50 per hour

               First Anniversary Date                  9.25 per hour

               Second Anniversary Date                 9.75 per hour


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   33


         CURRENT ASSOCIATES NOT AT CURRENT SALARY CAP EFFECTIVE AUGUST 1, 1999:
                                      
         Minimum rate                    $8.50 per hour (1st year of service)

         Anniversary date                $9.25 per hour (employees starting
                                         their 2nd year with more than one year
                                         but less than 2 years of service

         Anniversary date                $9.75 per hour (employees starting
                                         their 3rd year through completion of
                                         their 6th year of service

         Anniversary date                $10.20 beginning 7th year

         Anniversary date                $10.72 beginning 8th year

         Anniversary date                $11.25 beginning 9th year

         Anniversary date                $12.00 beginning 10th year

         Anniversary date                $12.25 beginning 11th year

         Anniversary date                $12.50 beginning 12th year


         No associate with less seniority will move to the next level of
         increase prior to the associate above him/her with more seniority.
         This will be controlled by scheduled DATE OF INCREASE and THE AMOUNT.
         These step increases will level out by the end of year 2000.

         B.   Associates at the current salary cap:

                 August 1, 1999 ..........................$12.75 per hour

                 August 1, 2000 ...........................13.00 per hour

                 August 1, 2001 ...........................13.25 per hour

         C.   Shift Differentials. An associate who works between 2:00 p.m. and
         10:00 p.m. will be paid a premium of thirty-five cents (35(cents)) per
         hour from August 1, 1999 to July 31, 2002.


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   34

         An associate who works between 10:00 p.m. and 7:00 a.m. will be paid a
         premium of fifty cents (50(cent)) per hour.

         Shift premiums will be counted for the purposes of computing holiday
and vacation pay.

         Section 2.  New hire Part-time Warehouse associates - $8.00 per hour

         Section 3.  Lead Person will be paid a premium of $1.50 per hour. The
Company will have sole discretion as to designation of Lead Persons.

         Section 4.  Learning for Pay Program. Associates will be paid a
premium of fifteen cents (15(cent)) per hour for proof of successful completion
of a Company approved course administered by a Company approved college or
junior college.

         Section 5.  Work in the Store Program. Subject to Company discretion,
associates may participate in the "Work in the Store Program" for up to one
week per year.

         Section 6.  No  Reduction in Pay. No current associate will suffer a
reduction in pay as a result of the implementation of the wage program set
forth in Section 1 of this Appendix "A".


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   35

                        APPENDIX "B" - PART-TIME PROGRAM

The intent of the Part-time Program is to supplement the full-time work force
and to cover vacation relief, illness or handle peak workload coverage or other
special needs. Hours will be determined by management.

         Regular Company policy will apply, which is as follows:

         -  Part-time associates normally work less than 30 hours a week.

         -  Part-time associates do not receive time off benefits.

         -  A part-time associate who is promoted to a full-time position will
            receive 50% credit for all past service and will begin to accrue
            benefits from the date of the promotion.

         -  Health care and 401(k) eligibility will be determined by the terms
            of those plan documents.

In addition, the following will be our understanding:

         -  Part-timer associates will be on a separate seniority list.

         -  Part-timer associates will be laid off before full-time associates.

         -  Full-timers will be offered overtime opportunities before
            part-timers will be used. Part-time associates may be used to
            supplement the regular workforce on overtime when filling in for
            vacation relief, illness, handling peak load coverage or other
            special needs.

         -  Part-time associates who are promoted to full time will be handled
            in the following manner:

            -  50% credit for past service principles will apply toward their
               probationary period.

            -  They will receive a full-time seniority date beginning with the
               date they start full-time work.

            -  50% credit for past service principles will also apply to all
               service related benefits.


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                            APPENDIX "C" - OVERTIME

1.  Bids on daily overtime will be handled in this manner:

    A.  Scheduled overtime will be offered to associates by shift under the bid
        classification and by seniority.

    B.  If there are insufficient associates to work overtime, we will go to
        the top of the seniority list by shift and associates will be offered
        overtime based on proven ability to perform the job.

    C.  If insufficient volunteers, overtime will be assigned by entire
        seniority list by shift by inverse seniority.

2.  Daily call-back overtime:

    Associates called back will receive a minimum of one-hour pay at overtime.

3.  Day-off overtime and/or emergency:

    The following language shall apply in all instances of day-off/emergency
    overtime other than Saturday overtime:

    A.  Day-off/emergency response conditions work will be offered to
        associates by shift under the bid classification and by seniority.

    B.  If there are insufficient associates to fill overtime, we will go to
        the top of the seniority list by shift, and associates will be offered
        overtime based on proven ability to perform the job.

    C.  If there are insufficient volunteers, overtime will be assigned by
        entire seniority list by shift by inverse seniority.

    D.  In the event emergency conditions beyond the control of the Company
        arise (fire, flood, snow storms, etc.), overtime will be assigned by
        entire seniority list by inverse seniority.


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4.  Saturday day overtime:

    A.  Day-off work will be offered to all associates for all shifts under
        their bid classification, by seniority under one seniority list.

    B.  If there are insufficient associates to work overtime, we will go to
        the top of the overall seniority list for all shifts, and associates
        will be offered overtime by seniority based on proven ability to
        perform the job.

    C.  If there are insufficient volunteers, overtime will be assigned by
        entire seniority list by shift by inverse seniority.

    D.  If additional workers are still needed, overtime will be assigned by
        the entire seniority list by inverse seniority.


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                     APPENDIX "D" - DRUG AND ALCOHOL POLICY

         The purpose of the following drug and alcohol policy which has been
adopted by Tractor Supply Company, Inc. (the "Company"), is to reduce the
possibility of loss caused by an unsafe act or an unsafe condition created by
an associate abusing alcohol or drugs. This policy will take effect August 1,
1993, 30 days from the date of posting this notice. Our drug and alcohol policy
consists of the following:

1.  The Company shall have the right to test all associates and applicants for
    employment for drug and alcohol use upon the happening of the following
    events:

    A.  Application for employment.

    B.  When probable cause exists to believe the associate is using or is
        under the influence of alcohol or drugs in the course of his or her
        employment.

    C.  Random testing.

2.  All drug and alcohol testing performed by the Company or its agent shall be
    done in accordance with generally accepted procedures, including but not
    limited to testing of the associate's blood, urine, and/or saliva
    specimens. The Company will bear all costs associated with testing required
    as a result of one of the above events or in the event retesting is
    necessary.

3.  Refusal by an associate to submit to drug and alcohol testing as set forth
    above will constitute just cause for immediate discharge. An associate's
    refusal to execute a written consent to be tested shall constitute a
    refusal to be tested and cause for discharge.


                                      35
   39

4.  A.  The Company will provide training of each associate on the effects and
        consequences of the use of controlled substances on personal health,
        safety, and the workplace.

    B.  The following acts or omissions by an associate will result in
        disciplinary actions, which may include immediate dismissal without
        notice at the Company's discretion:

        1.  The sale, purchase, transfer, use or possession of any prohibited
            drug on Company premises or while on Company business.

        2.  Reporting to or remaining on Company premises or on Company
            business while impaired by the use of a prohibited drug.

        3.  By failing or refusing to submit to a drug test as required by the
            Company policy.

    C.  Each associate covered under the Company's substance abuse policy will
        be provided adequate training prior to the implementation of controlled
        substance abuse testing.

    D.  "Impaired" means, for purposes of alcohol usage, the retention by the
        associate, of a blood alcohol content of .10% or more (or .04% or more
        if the associate's duties include driving a Company vehicle or
        operating Company machinery) upon testing by breathalyzer or blood
        test.

    E.  Controlled substances - means, as defined in 49 CFR Part 40, marijuana,
        cocaine, opiates, amphetamines, and phencyclidine (PCP).

    F.  Drug - means any substance (other than alcohol) that is a controlled
        substance as defined in this section and 49 CFR Part 40.

5.  A.  The above disciplinary procedure will not apply in the event an
        associate voluntarily admits or discloses a drug or alcohol use. In the
        event of such an admission of disclosure, the associate will be placed
        on a leave of absence, without pay, and the Company shall assist the
        associate in seeking rehabilitation. This leave of absence shall
        continue during the period


                                      36
   40

        that an associate is enrolled within a qualified rehabilitation
        program. The associate will be required to produce evidence from time
        to time of continuing enrollment in such a program.

    B.  Reinstatement of Associate After Positive Test - An associate who tests
        positive for the use of a controlled substance and/or alcohol, thereby
        supplying the Company with grounds for the immediate discharge of the
        associate, may be reinstated provided the associate agrees to comply
        with the following conditions:

        1.  The associate must immediately enroll in a qualified program of
            evaluation and, if necessary, treatment. The program of evaluation
            or treatment is to be chosen by the Company. Any cost of
            rehabilitation shall be borne by the associate, except to the
            extent covered by the Company's health care plan.

        2.  Upon receipt of satisfactory progress in the program of evaluation
            or treatment outlined in 1 above, the associate must submit to a
            drug and/or alcohol test in which a negative result is obtained.
            The satisfactory progress report must be received by the Company no
            later than 30 calendar days from the date that the associate was
            given notice of the positive test result. If more than 30 calendar
            days elapse, then the Company shall have grounds to discharge the
            associate. If a positive test for the use of a controlled substance
            and/or alcohol is returned after the associate enters a program of
            evaluation or treatment, then the associate shall be immediately
            discharged.

        3.  An associate shall be eligible for reinstatement under this Section
            on a one-time basis, and the reinstatement is contingent upon the
            associate returning directly to work for the Company.

        4.  Upon reinstatement, the associate shall be subject to three
            additional tests for drugs and/or alcohol without prior notice,
            with two tests to occur within six months of the reinstatement and
            the third test to occur within six to 12 months after
            reinstatement.


                                      37
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6.  All test results shall be kept in the strictest confidence.

7.  All laboratory tests shall be performed by NIDA Certified Laboratories
    using cutoff levels as prescribed by the Health and Human Services as may
    be adjusted from time to time.

8.  Random test selections shall be on the basis of computer selection,
    selecting up to fifty percent (50%) each year.

9.  Associates shall be paid for work time lost as a result of testing
    procedures, including travel time, if the results of the test are negative.

10. Specimen Collection - Specimen collections facilities will be established
    convenient to Company locations. Specimen collections will be conducted in
    accordance with the protocols established by the National Institute of Drug
    Abuse (NIDA) in order to assure the integrity of the specimen.

11. All drug testing and time spent giving a drug test shall be paid for by the
    Company and shall be done immediately prior to, during, or immediately
    after the associate's work schedule.


                                      38