0001362310-08-001146 Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 27th, 2008 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 25, 2008, is by and among TRACTOR SUPPLY COMPANY, a Delaware corporation (the “Borrower”), each of the Subsidiary Guarantors, the Persons identified as lenders on the signature pages hereto (the “Lenders”) and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

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INCENTIVE STOCK OPTION AGREEMENT under the TRACTOR SUPPLY COMPANY 2006 STOCK INCENTIVE PLAN
Incentive Stock Option Agreement • February 27th, 2008 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • New York

STOCK OPTION AGREEMENT, dated as of between TRACTOR SUPPLY COMPANY, a Delaware corporation (the “Company”), and (the “Optionee”).

AMENDMENT
Change-in-Control Agreement • February 27th, 2008 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply

Reference is made to that certain Change-in-Control Agreement between Tractor Supply Company (“Company”) and Kimberly D. Vella (“Executive”) dated November 6, 2006 (“the Agreement”).

AMENDMENT
Change-in-Control Agreement • February 27th, 2008 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply

Reference is made to that certain Change-in-Control Agreement between Tractor Supply Company (“Company”) and Stanley L. Ruta (“Executive”) dated August 1, 2002 (“the Agreement”).

AMENDMENT
Change-in-Control Agreement • February 27th, 2008 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply

Reference is made to that certain Change-in-Control Agreement between Tractor Supply Company (“Company”) and Blake A. Fohl (“Executive”) dated November 6, 2006 (“the Agreement”).

AMENDMENT
Change-in-Control Agreement • February 27th, 2008 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply

Reference is made to that certain Change-in-Control Agreement between Tractor Supply Company (“Company”) and James F. Wright (“Executive”) dated August 1, 2002 (“the Agreement”).

AMENDMENT
Change-in-Control Agreement • February 27th, 2008 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply

Reference is made to that certain Change-in-Control Agreement between Tractor Supply Company (“Company”) and Anthony F. Crudele (“Executive”) dated October 31, 2005 (“the Agreement”).

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