TRACTOR SUPPLY CO /DE/ — Director's Dealing 2010

Aug 27, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2010-08-26

Reporting Person: Bass William (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-26	Common stock	S	1000	$67.5688	Disposed	1175	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-qualified stock options	$31.91	2018-01-11	Common stock (3500)	3500	Direct
Deferred stock units	$31.91		Common stock (627)	627	Direct
Non-qualified stock options	$36.40	2018-05-01	Common stock (2000)	2000	Direct
Deferred stock units	$36.40		Common stock (549)	549	Direct

Footnotes

F1: Transaction represents open market sales of shares of Tractor Supply Company stock.

F2: Each deferred stock unit represents a contingent right to receive one share of Tractor Supply Company common stock.

F3: The deferred stock units vest on the first anniversary of the most recent commencement date of the annual term of the directors. In this case, as Mr. Bass was appointed subsequent to that commencement date, the vesting will occur on May 2, 2008. Vested shares will be delivered to the reporting person one year following the date on which the reporting person's service as a director of the Company terminates.

F4: The deferred stock units vest on the first anniversary of the date of grant. Vested shares will be delivered to the reporting person one year following the date on which the reporting person's services as a director of the Company terminates.