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

May 10, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2010-05-07

Reporting Person: FROST RICHARD W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-07	Common stock	M	1288	$62.415	Acquired	2175	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-07	Deferred stock units	$62.415	M	1288	Disposed		Common stock (1288)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-qualified stock options	$51.04	2018-05-02	Common stock (3500)	3500	Direct
Deferred stock units	$51.04		Common stock (392)	392	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 vesting of restricted stock units previously reported on Table II and conversion to common shares.

F2: Represents the market price at the date of issuance.

F3: Each deferred stock unit represents a contingent right to receive one share of Tractor Supply Company common stock.

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.

F5: In accordance with the grant agreement, the restricted stock units vest on the first anniversary date of the grant. At the time of the grant, the units were reported on Table II as an acquisition of units. This transaction represents the vesting of those restricted stock units that were awarded on May 7, 2009 and the conversion to shares of common stock which are reflected on Table I.