UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

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Tractor Supply Company

(Name of Registrant as Specified In Its Charter)

 

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TRACTOR SUPPLY COMPANY
200 Powell Place
Brentwood, Tennessee 37027
TractorSupply.com

To Our Stockholders:

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2009 Annual Meeting of Stockholders of Tractor Supply Company. The meeting will be held on Thursday, May 7, 2009, at the Company’s Store Support Center in Brentwood, Tennessee 37027. The meeting will start at 10:00 a.m. (central time).

The following pages contain the formal Notice of Annual Meeting of Stockholders and Proxy Statement, which describes the specific business to be considered and voted upon at the Annual Meeting. The meeting will include a report on Tractor Supply Company’s activities for the fiscal year ended December 27, 2008, and there will be an opportunity for comments and questions from stockholders. Whether or not you plan to attend the meeting, it is important that you be represented and that your shares are voted. After reviewing the Proxy Statement, I ask you to vote as described in the Proxy Statement as soon as possible.

I look forward to seeing you at the Annual Meeting.

Sincerely,

James F. Wright
Chairman of the Board
and Chief Executive Officer

March 25, 2009

TRACTOR SUPPLY COMPANY
200 Powell Place
Brentwood, Tennessee 37027
(615) 440-4000
TractorSupply.com

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 7, 2009

Please join us for the 2009 Annual Meeting of Stockholders of Tractor Supply Company. The meeting will be held at the Company’s Store Support Center, 200 Powell Place, Brentwood, Tennessee 37027, on Thursday, May 7, 2009, at 10:00 a.m. (central time).

The purposes of the meeting are:

1.

To elect directors to serve a one-year term ending at the 2010 Annual Meeting of Stockholders;

2.

To approve the 2009 Stock Incentive Plan, which is attached as Exhibit A to the Proxy Statement and which has been adopted by the Board of Directors subject to the approval of the stockholders;

3.

To ratify the reappointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 26, 2009; and

4.

To transact any other business as may be properly introduced at the 2009 Annual Meeting of Stockholders.

These matters are more fully described in the proxy statement accompanying this notice.

The Securities and Exchange Commission rules allow us to furnish proxy materials to our stockholders on the Internet. We are pleased to take advantage of these rules and believe that they enable us to provide our stockholders with the information that they need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting. This proxy statement and our fiscal 2008 Annual Report to Stockholders are available on our web site at TractorSupply.com. Additionally, and in accordance with SEC rules, you may access our proxy materials at www.edocumentview.com/TSCO, which does not have “cookies” that identify visitors to the site.

As stockholders of Tractor Supply Company, your vote is important. Whether or not you plan to attend the Annual Meeting in person, it is important that you vote as soon as possible to ensure that your shares are represented.

By Order of the Board of Directors,

Joel A. Cherry
Senior Vice President-General Counsel
and Corporate Secretary
Brentwood, Tennessee
March 25, 2009

YOUR VOTE IS IMPORTANT. PLEASE VOTE BY TOLL-FREE
TELEPHONE CALL, VIA THE INTERNET OR BY COMPLETING,
SIGNING, DATING AND RETURNING A PROXY CARD.

TRACTOR SUPPLY COMPANY
200 Powell Place
Brentwood, Tennessee 37027
(615) 440-4000

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 7, 2009

TABLE OF CONTENTS

GENERAL INFORMATION ABOUT THE MEETING AND VOTING			1
ITEM 1 – ELECTION OF DIRECTORS			4
COMPENSATION OF DIRECTORS			6
BOARD MEETINGS AND COMMITTEES			7
CORPORATE GOVERNANCE			9
ITEM 2 – APPROVAL OF THE 2009 STOCK INCENTIVE PLAN			12
ITEM 3 – RATIFICATION OF REAPPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			19
EXECUTIVE COMPENSATION			22
COMPENSATION DISCUSSION AND ANALYSIS			22
2008 SUMMARY COMPENSATION TABLE			30
2008 NON-QUALIFIED DEFERRED COMPENSATION			31
2008 GRANTS OF PLAN-BASED AWARDS			32
OUTSTANDING EQUITY AWARDS AT FISCAL 2008 YEAR-END			33
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			34
RELATED-PARTY TRANSACTIONS			38
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			38
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			38
STOCKHOLDER PROPOSALS			39
AVAILABILITY OF FORM 10-K AND ANNUAL REPORT TO STOCKHOLDERS			40
OTHER MATTERS			40
DIRECTIONS TO THE ANNUAL MEETING			40
EXHIBIT A: 2009 STOCK INCENTIVE PLAN			A-1

MEETING OF STOCKHOLDERS
TO BE HELD MAY 7, 2009

Our Board of Directors has made these proxy materials available to you on the Internet, or, upon your request, has delivered printed versions of these materials to you by mail. We are furnishing this proxy statement in connection with the solicitation by our Board of Directors of proxies to be voted at our 2009 Annual Meeting of Stockholders (the “Meeting”). The Meeting will be held at our Store Support Center, located at 200 Powell Place, Brentwood, TN 37027, on Thursday, May 7, 2009 at 10:00 a.m. central time, or at any adjournment thereof.

We mailed our Notice of Internet Availability of Proxy Materials (the “Notice”) to each stockholder entitled to vote at the Meeting on or about March 27, 2009.

GENERAL INFORMATION ABOUT THE MEETING AND VOTING

Who may vote at the Meeting?

The Board of Directors has set March 23, 2009 as the record date for the Meeting. If you were the owner of Tractor Supply Company common stock at the close of business on March 23, 2009, you may vote at the Meeting. You are entitled to one vote for each share of common stock you held on the record date.

A list of stockholders entitled to vote at the Meeting will be open to examination by any stockholder, for any purpose germane to the Meeting, during normal business hours for a period of ten days before the Meeting at our Store Support Center and at the time and place of the Meeting.

How many shares must be present to hold the Meeting?

A majority of our shares of common stock outstanding as of the record date must be present at the Meeting in order to hold the meeting and conduct business. This is called a quorum. On the record date, there were 35,851,131 shares of our common stock outstanding. Your shares are counted as present at the Meeting if you are present and vote in person at the Meeting or properly submit your proxy prior to the Meeting.

Why am I being asked to review materials on-line?

Under rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are now furnishing proxy materials to our stockholders (other than stockholders who held their shares in the Company’s 401(k) Plan) on the Internet, rather than mailing printed copies of those materials to each stockholder. If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice will instruct you as to how you may access and review the proxy materials on the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice.

What am I voting on?

You will be voting on the following:

•

The election of directors to serve a one-year term ending at the 2010 Annual Meeting of Stockholders;

•

The approval of the 2009 Stock Incentive Plan;

•

The ratification of the reappointment of Ernst & Young LLP as our independent registered public accounting firm; and

•

Any other matters properly introduced at the Meeting.

We are not currently aware of any other business to be acted upon at the Meeting. If any other matters are properly submitted for consideration at the Meeting, including any proposal to adjourn the Meeting, the persons named as proxies will vote the shares represented thereby in their discretion. Adjournment of the Meeting may be made for the purpose of, among other things, soliciting additional proxies. Any adjournment may be made from time to time by approval of the holders of common stock representing a majority of the votes present in person or by proxy at the Meeting, whether or not a quorum exists, without further notice other than by an announcement made at the Meeting.

How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote:

•

“FOR” the election of the director nominees named in this proxy statement;

•

“FOR” the approval of the 2009 Stock Incentive Plan; and

•

“FOR” the ratification of the reappointment of Ernst & Young LLP as our independent registered public accounting firm.

How do I vote before the Meeting?

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered a stockholder of record with respect to those shares and the Notice of Internet Availability of Proxy Materials has been sent directly to you by Computershare. Please carefully consider the information contained in the Proxy Statement and, whether or not you plan to attend the Meeting, vote by one of the above methods so that we can be assured of having a quorum present at the Meeting and so that your shares may be voted in accordance with your wishes even if you later decide not to attend the Meeting.

If, like most stockholders of the Company, you hold your shares in street name through a stockbroker, bank or other nominee rather than directly in your own name, you are considered the beneficial owner of shares, and the Notice of Internet Availability of Proxy Materials is being forwarded to you. Please carefully consider the information contained in the Proxy Statement and, whether or not you plan to attend the Meeting, vote by one of the above methods so that we can be assured of having a quorum present at the Meeting and so that your shares may be voted in accordance with your wishes even if you later decide not to attend the Meeting.

If you hold your shares through the Company’s 401(k) Plan, you will receive printed proxy materials by mail. You may only vote in person at the Meeting or by completing and mailing the paper proxy card included with the mailed proxy materials.

We encourage you to register your vote via the Internet. If you attend the Meeting, you may also submit your vote in person and any votes that you previously submitted – whether via the Internet, by phone or by mail – will be superseded by the vote that you cast at the Meeting. To vote at the Meeting, beneficial owners will need to contact the broker, trustee or nominee that holds their shares to obtain a “legal proxy” to bring to the Meeting. Whether your proxy is submitted by the Internet, by phone or by mail, if it is properly completed and submitted and if you do not revoke it prior to the Meeting, your shares will be voted at the Meeting in the manner set forth in this Proxy Statement or as otherwise specified by you.

Unless you hold your shares through the Company’s 401(k) Plan, you may vote via the Internet or by phone until 1:00 a.m. central time, on May 7, 2009, otherwise the Company’s agent must receive your paper proxy card on or before May 7, 2009.

May I vote at the Meeting?

You may vote your shares at the Meeting if you attend in person.

Is my vote confidential?

Yes. Your proxy card, ballot and voting records will not be disclosed to us unless required by law, requested by you, or your vote is cast in a contested election.

What vote is required to pass an item of business?

The holders of the majority of the outstanding shares of Common Stock must be present in person or represented by proxy for a quorum to be present at the Meeting. The proposals in this Proxy Statement will be approved if they receive the following number of votes: (i) for the election of directors, each of the director nominees must receive the affirmative vote of a plurality of the shares issued and outstanding as of the record date, (ii) the adoption of the 2009 Stock Incentive Plan will be approved if it receives the affirmative vote of a majority of the votes present, either in person or by proxy, at the Meeting, and (iii) the ratification of the reappointment of Ernst & Young LLP as our independent registered public accounting firm will be approved if it receives the affirmative vote of a majority of the votes present, either in person or by proxy, at the Meeting.

If you submit your proxy or attend the Meeting, but choose to abstain from voting on any proposal, you will be considered present at the Meeting and not voting in favor of the proposal. This will not affect the election of directors. Since each of the other proposals described herein passes only if it receives a favorable vote from a majority of votes present at the Meeting, the fact that you are abstaining and not voting in favor of the proposal will have the same effect as if you had voted against the proposal.

Brokers and nominees may exercise their voting discretion without receiving instructions from the beneficial owner of shares on proposals that are deemed to be routine matters. If a proposal is not a routine matter, the broker or nominee may not vote the shares with respect to the proposal without receiving instructions from the beneficial owner of the shares. If a broker turns in a proxy card expressly stating that the broker is not voting on a non-routine matter, such action is referred to as a “broker non-vote.” Since the election of directors and the ratification of the reappointment of Ernst & Young LLP as our independent registered public accounting firm are routine matters, a broker may turn in a proxy card voting shares at the discretion of the broker on both matters. Because of the approval of the 2009 Stock Incentive Plan is not a routine matter, your broker or nominee may not vote your shares on this mater without receiving instructions. Therefore, if you do not give your broker or nominee specific instructions, your shares may not be voted on the approval of the 2009 Stock Incentive Plan and will have the effect of a vote against the plan.

Unless you indicate otherwise in your vote, the persons named as your proxies will vote your shares (a) FOR all nominees for director, (b) FOR the adoption of the 2009 Stock Incentive Plan, and (c) FOR the ratification of the reappointment of Ernst & Young LLP as our independent registered public accounting firm.

Who counts the votes?

The Company has asked Computershare to judge voting, be responsible for determining whether or not a quorum is present and tabulate votes cast by proxy or in person at the Meeting.

Can I revoke my proxy?

Yes. You can revoke your proxy by:

•

Filing written notice of revocation with our Corporate Secretary before the Meeting;

•

Signing a proxy bearing a later date; or

•

Voting in person at the Meeting.

Where can I find voting results of the Meeting?

We will announce general voting results at the Meeting and publish final detailed voting results in our quarterly report on Form 10-Q for the second quarter of fiscal year 2009 or in an earlier filed Form 8-K.

Who will bear the cost for soliciting votes at the Meeting?

We will bear all expenses in conjunction with the solicitation of proxies, including the charges of brokerage houses and other custodians, nominees or fiduciaries for forwarding documents to security owners. We may hire a proxy solicitation firm at a standard industry compensation rate. In addition, proxies may be solicited by mail, in person, or by telephone or fax by certain of our officers, directors and regular employees.

Whom should I call with other questions?

If you have additional questions about this Proxy Statement or the Meeting, please contact: Tractor Supply Company, 200 Powell Place, Brentwood, Tennessee 37027, Attention: Investor Relations Dept., Telephone: (615) 440-4632.

ITEM 1 – ELECTION OF DIRECTORS

Our directors are elected at each annual meeting and hold office until the next annual meeting or the election of their respective successors. All nominees are presently directors of the Company. The Board has the authority under our Bylaws to fill vacancies and to increase or decrease its size between annual meetings.

Nominees for Directors

The Board, upon recommendation of its Nominating Committee, has nominated each of the directors named below for election at this Meeting. Such individuals were selected based on their broad experience, wisdom, integrity, understanding of the business environment, thorough appreciation for strong ethics and appropriate corporate governance, and their willingness to devote adequate time to Board duties.

The following table sets forth certain information concerning these nominees:

		Director				Positions with Company, Directorships and
Name and Age		Since				Business Experience for Last Five Years
Johnston C. Adams, 61			2007			Served as Chairman and Chief Executive Officer of AutoZone, Inc. from 1997 until 2001. Other directorship: WD-40 Company, since 2001; Repco Corporation Limited, since 2008.
William Bass, 46			2008			Chief Executive Officer of Fair Indigo since 2005. Previously served in several management positions for Sears, Roebuck & Company and Lands’ End from 1999 to 2005.
Jack C. Bingleman, 66			2005			President of Indian River Asset Management Inc. since 2001. Previously served as President of Staples International from 1997 to 2000. Served as President of Staples North American Stores from 1994 to 1997. Other directorship: Domtar Corporation, since 2005.
S.P. Braud, 78			1993			Vice President and director of Braud Design/Build Inc., since October 1992. Previously served as a Vice President and Chief Financial Officer of Service Merchandise Company, Inc. from 1986 to 1993.
Richard W. Frost, 57			2007			Chief Executive Officer of Louisiana-Pacific Corporation since December 2004. Previously served as Executive Vice President, Commodity Products, Procurement and Engineering from March 2003 to November 2004, Executive Vice President, OSB, Procurement and Engineering from May 2002 to February 2003 and Vice President, Timberlands and Procurement from 1996 to April 2002.

		Director				Positions with Company, Directorships and
Name and Age		Since				Business Experience for Last Five Years
Cynthia T. Jamison, 49			2002			National Managing Partner of Restructuring Practice in Tatum, LLC since 2009. Previously served as Partner and National Director of CFO Services and Operating Committee Member of Tatum, LLC from 2005 to 2008; Partner in Tatum, LLC from 1995 to 2005. Other directorship: B&G Foods, Inc. (Audit Committee Chair), since 2004.
Gerard E. Jones, 72			1999			Adjunct Professor of Law at the Vermont Law School since September 2006. Also serves on Board of Trustees of The Nature Conservancy of Vermont. Served as Managing Partner of Corporate Governance Advisors, LLC from 2003 to 2005. Previously served as a partner in the law firm of Richards & O’Neil LLP from 1972 to 2003 and then served as Of Counsel to the law firm of Shipman & Goodwin LLP from 2001 to 2003.
George MacKenzie, 60			2007			Non-executive Chairman of American Water since May 2006. Served as interim Chief Executive Officer of American Water from January 2006 to April 2006. Served as interim President and Chief Executive Officer of C&D Technologies, Inc. from March 2005 to July 2005. Served as Executive Vice President and Chief Financial Officer of P.H. Glatfelter Company from September 2001 to June 2002. Other directorships: C&D Technologies, since 1999; Safeguard Scientifics, Inc. (Audit Committee Chair), since 2003 and American Water (non-executive Chair), since 2003.
Edna K. Morris, 57			2004			Chief Executive Officer/Partner of Range Restaurant Group. Served as President of Blue Coral Seafood & Spirits from April 2006 to October 2007. Served as President of James Beard Foundation from February 2005 to March 2006. Served as President of Red Lobster from 2002 to September 2003. Other directorships: Member of the Board of Trustees, Culinary Institute of America and Founding President, Women’s Foodservice Forum.
James F. Wright, 59			2002			Chairman of the Board and Chief Executive Officer of the Company since November 2007. Previously served as President and Chief Executive Officer of the Company from 2004 to November 2007 and as President and Chief Operating Officer of the Company from 2000 through 2004. Other directorship: Spartan Stores, Inc. since 2002.

If a nominee becomes unwilling or unable to serve, which is not expected, the proxies will be voted for a substitute person designated by the Board upon the recommendation of its Nominating Committee.

COMPENSATION OF DIRECTORS

The Compensation Committee has the responsibility to review and recommend compensation for the Company’s directors. In order to assist the Company in establishing such compensation, the Compensation Committee engaged Hewitt Associates, LLC, an independent, third-party consulting firm in fiscal 2006 to prepare an analysis of the compensation paid to the directors of the companies comprising the Company’s then-established peer group (see “Compensation Discussion and Analysis”). Based on that information, the Compensation Committee recommended to the Board that it pay each non-employee director an annual retainer of $34,000 and an additional $3,000 for each Board meeting attended. The Compensation Committee also recommended to the Board that it pay the chair of the Audit Committee an annual retainer of $10,000, each chair of the Compensation, Nominating and Corporate Governance Committees an annual retainer of $5,000 and the Lead Director an annual retainer of $15,000. A recommendation was also made that non-employee directors be paid $1,000 for each committee meeting attended (and $2,000 to each committee chairperson for each committee meeting attended), with one-half of those rates being paid for each telephonic meeting attended. Payments were made in accordance with these recommendations in 2008, and the Company reimbursed all directors for out-of-pocket expenses incurred in connection with their attendance at Board and committee meetings. Each of the directors participates in the Company’s 2006 Stock Incentive Plan under which non-qualified stock options are typically granted to each non-employee director upon their initial election to the Board and annually upon reelection thereafter. In 2008, each new director was granted stock options for 3,500 shares, while incumbent directors were each awarded stock options for 2,000 shares. Exercise prices are equal to the fair market value of such shares on the date of grant and the options have a 10-year life. The Committee also recommended annual grants to the directors of restricted stock valued at $20,000 on the date of grant. All options and restricted stock awards granted to non-employee directors are made at the beginning of the new director term or initial appointment and vest at end of such term. Restricted shares must be held by the director for a period of one year following a director’s termination of service on the Board of Directors.

The following table provides compensation information for the one-year period ended December 27, 2008 for each non-employee member of our Board of Directors. No director who is an employee of the Company received compensation for services as a director.

		Fees Earned
		or Paid in				Stock				Option
Name		Cash				Awards (1) (2)				Awards (2) (3)				Total
Johnston C. Adams		$	53,000			$	22,375			$	54,454			$	129,829
William Bass (4)			46,160				33,150				62,243				141,553
Jack C. Bingleman			56,000				19,974				51,123				127,097
S. P. Braud			78,500				19,974				42,181				140,655
Richard W. Frost			52,000				22,544				55,606				130,150
Cynthia T. Jamison			79,000				19,974				42,181				141,155
Gerard E. Jones			59,125				19,974				42,181				121,280
George MacKenzie			55,500				19,974				45,513				120,987
Edna K. Morris			66,750				19,974				42,181				128,905
Joe M. Rodgers(5)			17,333				6,832				20,425				44,590

		Stock				Option
Name		Awards				Awards
Johnston C. Adams			926				5,500
William Bass			1,176				5,500
Jack C. Bingleman			1,249				9,500
S. P. Braud			1,249				11,000
Richard W. Frost			941				5,500
Cynthia T. Jamison			1,249				10,000
Gerard E. Jones			1,249				7,500
George MacKenzie			939				5,500
Edna K. Morris			1,249				11,500

BOARD MEETINGS AND COMMITTEES

The Board held five meetings (including four regular quarterly meetings) during 2008, to review significant developments affecting the Company, engage in strategic planning and act on matters requiring Board approval.

For 2008, each incumbent director attended at least 75% of the Board meetings and at least 75% of the meetings of committees on which he or she served.

What are the Standing Committees of the Board?

				Functions and		Number of
Committee		Members		Additional Information		Meetings
Audit		Cynthia T. Jamison * Jack C. Bingleman George MacKenzie		•     Oversees financial reporting, policies, procedures and internal controls of the Company •     Appoints the independent auditor •     Evaluates the general scope of the annual audit and approves all fees paid to the independent auditor •     Oversees and directs the scope of internal audit activities			11
Compensation		Edna K. Morris * Johnston C. Adams Richard W. Frost Cynthia T. Jamison		•     Reviews and approves compensation of directors and executive officers •     Reviews and approves grants of stock options to officers pursuant to stock incentive plans •     Reviews salary and benefit issues			6
Corporate Governance		S.P. Braud * William Bass Gerard E. Jones Edna K. Morris		•     Develops, sets and maintains corporate governance standards •     Reviews and monitors activities of Board members •     Evaluates the effectiveness of the Board process and committee activities			3
Nominating		Gerard E. Jones* Johnston C. Adams Jack C. Bingleman		•     Makes recommendations for nominees for director •     Evaluates qualifications for new candidates for director positions			1

The Board has determined that each member of the Company’s Audit Committee, Compensation Committee, Corporate Governance Committee and Nominating Committee is an independent director within the meaning of the listing standards of the NASDAQ Global Select Market. In addition, the Board has determined that Ms. Jamison, the chair of the Audit Committee, and Messrs. MacKenzie and Bingleman, both of whom are Audit Committee members, are qualified as audit committee financial experts within the meaning of SEC regulations and the listing standards of the NASDAQ Global Select Market. The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended.

Does the Board have a lead director?

For several years, the Board has had a de facto lead director. Contemporaneous with the election of Mr. Wright as Chairman in November 2007, the Board formalized the lead director role, appointing long-time director S.P. Braud to the position. With the formal creation of this lead director position, the Corporate Governance Committee, established, and the Board ratified, the responsibilities of the Lead Director:

The Lead Independent Director is responsible for coordinating the activities of the independent directors. In addition to the duties of all Board members as set forth in the Company’s governance guidelines, the specific responsibilities of the Lead Independent Director are as follows:

	•		advise the Chair as to an appropriate schedule of Board meetings, seeking to ensure that the independent directors can perform their duties responsibly while not interfering with the flow of Company operations;
	•		provide the Chair with input as to the preparation of the agendas for the Board and committee meetings;
	•		advise the Chair as to the quality, quantity and timeliness of the flow of information from Company management that is necessary for the independent directors to effectively and responsibly perform their duties; although Company management is responsible for the preparation of materials for the Board, the Lead Independent Director may specifically request the inclusion of certain material;
	•		recommend to the Chair the retention of consultants who report directly to the Board;
	•		interview, along with the chair of the Nominating Committee, all Board candidates, and make recommendations to the Nominating Committee and the Board;
	•		assist the Board and Company officers in assuring compliance with and implementation of the Company’s governance guidelines; principally responsible for recommending revisions to the governance guidelines;
	•		coordinate, develop the agenda for and moderate executive sessions of the Board’s independent directors; act as principal liaison between the independent directors and the Chair on sensitive issues;
	•		evaluate, along with the members of the full board, the CEO’s and the Board’s performance; meet with the CEO to discuss same; summarize and remit the evaluations to the Board; and
	•		recommend to the Chair the membership of the various Board committees, as well as selection of the committee chairs.

What are the responsibilities of the Compensation Committee?

The Compensation Committee has been given the responsibility to assist the Board of Directors in the discharge of its fiduciary duties with respect to the compensation of the executives of the Company, including the Named Executive Officers, as well as oversight of succession planning. The Compensation Committee is also responsible for administering all of our equity-based plans and the Company’s retirement and other benefit plans. It periodically reviews compensation and equity-based plans and makes its recommendations to the Board with respect to these areas.

The Compensation Committee’s members are each (i) independent as defined under the listing standards of the NASDAQ Global Select Market, (ii) a non-employee director for purposes of Section 16b-3 of the Securities Exchange Act of 1934, as amended, and (iii) an outside director for purposes of Section 162(m) of the Internal Revenue Code.

As part of the Committee’s duties as set forth in its charter, the Committee, among other things, periodically reviews the Company’s philosophy regarding executive compensation and annually reviews market data to assess the Company’s competitive position with respect to the elements of the Company’s compensation. The Committee reports to the Board of Directors on its activities.

To assist the Compensation Committee in establishing compensation for the Company’s executive management for 2008, the Compensation Committee engaged Hewitt Associates, LLC (“Hewitt”), an independent, third-party consulting firm. The Compensation Committee determined the scope of Hewitt’s assignment and worked directly with Hewitt. Hewitt also worked with management on a limited basis under the Committee’s direction. Hewitt did not recommend any compensation programs or payment amounts, but was only engaged to provide data and analysis with respect to compensation paid by the Company and the companies in its peer group as discussed in “Compensation of Directors” and “Compensation Discussion and Analysis.”

The Compensation Committee sets performance goals and objectives for the chief executive officer and the other executive officers. The Committee reviews the performance and compensation of the chief executive officer and, with other advisors if appropriate, establishes his compensation level, including equity-based awards. For the remaining Named Executive Officers, the senior vice president of human resources, the management liaison to the Compensation Committee, consults with the chief executive officer and, using the data provided by the consultant, makes recommendations to the Committee as to each individual’s base compensation and equity–based awards. The Committee considers and discusses the recommendations.

The Compensation Committee also periodically reviews director compensation. All decisions with respect to executive and director compensation are approved by the Compensation Committee and recommended to the full Board for ratification.

The agenda for meetings of the Compensation Committee is determined by its Chairperson with input from the Company’s general counsel and senior vice president of human resources. Compensation Committee meetings are regularly attended by the Company’s chief executive officer, general counsel and senior vice president of human resources, but the Committee also meets in executive session at each meeting. Independent advisors and the Company’s human resources department support the Compensation Committee in its duties and certain officers, including the chief executive officer, chief financial officer, senior vice president of human resources, and general counsel, may be delegated authority to fulfill certain administrative duties regarding compensation programs.

CORPORATE GOVERNANCE

General

We believe that good corporate governance is important to ensure that the Company is managed for the long-term benefit of its stockholders. During the past year, we have continued to review our corporate governance policies and practices and compared them to those suggested by various authorities in corporate governance and the practices of other public companies. We have also continued to review the provisions of the Sarbanes-Oxley Act of 2002, the rules of the SEC, and the listing standards of the NASDAQ Global Select Market.

Our Board of Directors has adopted Corporate Governance Guidelines, which outline the composition, operations and responsibilities of the Board of Directors. Our Board also ensures that an annual review of its charters for the Company’s Audit Committee, Compensation Committee, Corporate Governance Committee and Nominating Committee is conducted. You may access our Corporate Governance Guidelines and current committee charters in the “Corporate Governance” section of our website at TractorSupply.com.

Director Independence and Board Operations

Our Corporate Governance Guidelines require that a majority of our Board consists of independent directors within the meaning of the listing standards of the NASDAQ Global Select Market. The Board has determined that each of the following directors is an “independent director” within the meaning of the listing standards of the NASDAQ Global Select Market.

		Johnston C. Adams		Cynthia T. Jamison
		William Bass		Gerard E. Jones
		Jack C. Bingleman		George MacKenzie
		S.P. Braud		Edna K. Morris
		Richard W. Frost

Our Chairman, in consultation with our Lead Director and each of the committee chairpersons, proposes the agenda for the Board meetings. Directors receive the agenda and supporting information in advance of the meetings. Directors may raise other matters to be included in the agenda or at the meetings. Our Chief Executive Officer and other members of senior management make presentations to the Board at the meetings and a substantial portion of the meeting time is devoted to the Board’s discussion of these presentations. Executive sessions for non-management and independent directors are scheduled at each regularly scheduled Board meeting.

Directors have regular access to senior management. They may also seek independent, outside advice. The Board has established four standing committees so that certain areas can be addressed in more depth than might be possible at a full Board meeting. Committee assignments are reassessed annually. The Directors participated in Board and committee evaluations and assessments regarding 2008 performance.

Director Candidates

The Nominating Committee, which is comprised solely of independent directors, considers candidates for Board membership suggested by its members and other Board members, as well as management and stockholders. A stockholder who wishes to recommend a prospective nominee for the Board should notify our Corporate Secretary in writing with whatever supporting material the stockholder considers appropriate pursuant to the provisions of our Bylaws relating to stockholder proposals as described in “Stockholder Proposals,” below.

Once the Nominating Committee has identified a prospective nominee, the Committee makes an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the Committee with the recommendation of the prospective candidate, as well as the Committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination is based primarily on the need for additional Board members to fill vacancies or expand the size of the Board and the likelihood that the prospective nominee can satisfy the evaluation factors described below. The Committee then evaluates the prospective nominee against the standards and qualifications set out in our Corporate Governance Guidelines, including:

•

Personal characteristics:

	•		highest personal and professional ethics, integrity and values;
	•		an inquiring and independent mind; and
	•		practical wisdom and mature judgment.

•

Expertise that is useful to the Company and complementary to the background and experience of other Board members, so that an optimum balance of members on the Board can be achieved and maintained.

•

Broad training and experience at the policy-making level in business, government, education or technology.

•

Willingness to devote the required amount of time to carrying out the duties and responsibilities of Board membership.

•

Commitment to serve on the Board over a period of several years to develop knowledge about our principal operations.

•

Willingness to represent the best interests of all stockholders and objectively appraise management performance.

•

Involvement only in activities or interests that do not create a conflict with the director’s responsibilities to the Company and its stockholders.

The Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and independent directors, the need for Audit Committee or other expertise and the evaluations of other prospective nominees. In connection with this evaluation, the Committee determines whether to interview the prospective nominee, and if warranted, one or more members of the Committee, and others as appropriate, interview prospective nominees in person or by telephone.

After completing this evaluation and interview, the Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the Committee.

Code of Ethics

We have a Code of Ethics which covers all exempt employees, officers and directors of the Company, including the principal executive officer, the principal financial officer and the controller. The Code of Ethics is available in the “Corporate Governance” section of our website at TractorSupply.com. We intend to post amendments to or waivers from our Code of Ethics (to the extent applicable to our Directors, chief executive officer, principal financial officer or controller) at this location on our website.

Communications with Members of the Board

Stockholders interested in communicating directly with members of our Board may do so by writing to our Corporate Secretary, c/o Tractor Supply Company, 200 Powell Place, Brentwood, Tennessee 37027. As set forth in our Corporate Governance Guidelines, our Corporate Secretary reviews all such correspondence and regularly forwards to the Board a summary of all such correspondence and copies of all correspondence that, in the opinion of the Corporate Secretary, deals with the functions of the Board or committees thereof or that the Corporate Secretary otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by us that is addressed to members of the Board and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of our internal audit department and handled in accordance with procedures established by the Audit Committee with respect to such matters.

Board Member Attendance at Annual Meeting

We strongly encourage each member of the Board to attend each Annual Meeting of Stockholders. All of our incumbent Directors attended the 2008 Annual Meeting.

Director Stock Ownership Guidelines

Each member of the Board is expected to acquire, within a five-year period, and continue to hold shares of the Company’s common stock having an aggregate market value from time to time which equals or exceeds a factor of 5x the director’s annual retainer.

Once the Target Ownership Level is achieved by a director, that director will not be required to acquire any additional shares in the event the stock price is lower, provided the underlying number of shares remain held by the director.

The Compensation Committee evaluates compliance with this policy annually. The Compensation Committee and the Board of Directors, in their sole discretion, may waive or extend the time for compliance with this policy. Factors which may be considered include, but are not limited to, non-compliance due to limitations on ability to purchase resulting from blackout periods and the personal financial resources of the director.

Compensation Committee Interlocks and Insider Participation

Ms. Morris, Mr. Adams, Mr. Frost and Ms. Jamison served on the Compensation Committee of the Board during 2008. There are no, and during 2008 there were no, interlocking relationships between any officers of the Company and any entity whose directors or officers serve on the Compensation Committee, nor did any of our current or past officers or employees serve on the Compensation Committee during 2008.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE COMPANY VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES.

ITEM 2 – APPROVAL OF THE 2009 STOCK INCENTIVE PLAN

The Board of Directors has adopted the 2009 Stock Incentive Plan (the “2009 Plan”), subject to approval by the stockholders, and recommends it for stockholder approval at the Meeting. The Board of Directors believes it to be in the best interest of the Company to adopt the 2009 Plan to attract and retain key officers, employees and directors and promote the Company’s long-term growth and profitability by providing those officers, employees and directors of the Company with incentives to improve stockholder value. The 2009 Plan is intended to replace our 2006 Stock Incentive Plan (the “2006 Plan”), and, if approved by our stockholders, no further awards will be made under the 2006 Plan.

The primary purpose of the 2009 Plan is to promote the interests of the Company and its stockholders by (i) attracting and retaining key officers, employees and directors of the Company and its affiliates, (ii) motivating such individuals by means of performance-related incentives to achieve long-range performance goals, (iii) enabling such individuals to participate in the long-term growth and financial success of the Company, (iv) encouraging ownership of stock in the Company by such individuals, and (v) linking the compensation of those individuals to the long-term interests of the Company and its stockholders.

As was the case with the 2006 Plan, we believe this authorization will enable us to implement our long-term equity incentive program for approximately the next four years. We believe four years is an appropriate cycle that will allow us to periodically review our equity compensation programs and respond to periodic evolutions in compensation and governance best practices and trends to the extent we believe such practices or trends to be in the best interests of the Company and its stockholders. As of March 23, 2009, we had an aggregate of 3,038,553 options outstanding under our plans, with a weighted average exercise price of $34.49 and a weighted average term to expiration of 6.7 years.

We believe that our equity programs and our emphasis on employee stock ownership have been integral to our success in the past and are important to our ability to achieve our corporate performance goals in the years ahead. We believe that the ability to attract, retain and motivate talented employees is critical to long-term Company performance and stockholder returns. We believe that the 2009 Plan will allow us the flexibility to implement our current long-term incentive philosophy in future years and will better align executive and stockholder interests. For these reasons, we consider approval of the 2009 Plan important to our future success and encourage you to vote FOR approval of the 2009 Plan.

The 2009 Plan is designed to provide “performance-based compensation” under Section 162(m) of the Internal Revenue Code, as amended (the “Code”), including features designed to allow grants to meet the requirements for deductibility of executive compensation.

Stock Incentive Plan Description

The following is a brief description of the principal features of the 2009 Plan. It does not purport to be complete and is qualified in its entirety by the full text of the 2009 Plan, which is attached hereto as Exhibit A.

Shares Available For Awards Under The 2009 Plan

Under the 2009 Plan, awards may be made in common stock of the Company. Subject to adjustment as provided by the terms of the 2009 Plan, the maximum number of shares of common stock with respect to which awards may be granted under the 2009 Plan is 3,400,000 shares (which includes approximately 760,000 shares with respect to which awards under the 2006 Plan were authorized but not awarded). Except as adjusted in accordance with the terms of the 2009 Plan, no more than 1,500,000 shares authorized under the 2009 Plan may be awarded as awards other than stock appreciation rights (“SARs”) and options. The maximum number of shares with respect to which awards may be granted under the 2009 Plan shall be increased by the number of shares with respect to which options or other awards were granted under the 2006 Plan or 2000 Stock Incentive Plan, but which terminate, expire unexercised, or are settled for cash, forfeited, withheld to satisfy withholding obligations or cancelled without the delivery of shares under the terms of the 2006 Plan or 2000 Stock Incentive Plan after the effective date of the 2009 Plan.

Shares covered by an award granted under the 2009 Plan, or to which such an award relates, that are forfeited, or if any such award is settled for cash or otherwise terminates, expires unexercised or is cancelled without the delivery of shares, then the shares covered by such award, or to which such award relates, or the number of shares otherwise counted against the aggregate number of shares with respect to which awards may be granted, to the extent of any such settlement, forfeiture, termination, expiration or cancellation, shall again become shares with respect to which awards may be granted. Notwithstanding the foregoing, (i) the gross number of shares of common stock issued pursuant to an award and not later forfeited shall be deducted from the total number of shares available for grant under the 2009 Plan, and (ii) shares of common stock that are cancelled, tendered or withheld in payment of all or part of the option price or exercise price of an award or in satisfaction of withholding tax obligations, and shares of common stock that are reacquired with cash tendered in payment of the option price or exercise price of an award, shall not be included in or added to the number of shares available for grant under the 2009 Plan. Shares of common stock issued under the 2009 Plan may be either newly issued shares or shares which have been reacquired by the Company. Shares issued by the Company as substitute awards granted solely in connection with the assumption of outstanding awards previously granted by a company acquired by the Company, or with which the Company combines (“Substitute Awards”), do not reduce the number of shares available for awards under the Plan.

In addition, the 2009 Plan imposes individual limitations on the amount of certain awards in order to comply with Section 162(m) of the Code. Under these limitations, no single participant may receive options or SARs in any calendar year that, taken together, relate to more than 250,000 shares, subject to adjustment in certain circumstances.

With certain limitations, awards made under the 2009 Plan may be adjusted in its sole discretion by the committee administering the 2009 Plan. The initial committee will be the Compensation Committee of the Board of Directors.

Eligibility and Administration

Current and prospective officers and employees, and directors of the Company and its affiliates are eligible to be granted awards under the 2009 Plan. As of March 23, 2009, approximately 200 individuals were eligible to participate in the 2009 Plan. The Committee will administer the 2009 Plan. The Committee shall be composed of at least two individuals or such number that satisfies the minimum requirements of Section 162(m)(4)(C) of the Code, Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and the member rules of any trading exchange (e.g., the New York Stock Exchange) or reporting system (e.g., the NASDAQ National Market System, the OTC Bulletin Board System) upon which the common stock is traded, whose members are not employees of the Company or any subsidiary or affiliate. The members of the Committee shall be appointed by, and may be changed at any time and from time to time in the discretion of, the Board of Directors. During any time the Board of Directors is acting as administrator of the 2009 Plan, it shall have all the powers of the Committee hereunder, and any reference in the 2009 Plan to the Committee shall include the Board of Directors. Subject to the terms of the 2009 Plan, the Committee is authorized to (i) designate participants, (ii) determine the type and number of awards to be granted, (iii) determine the number of shares to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with awards, (iv) determine the timing, terms and conditions of any award, (v) accelerate the time at which all or any part of an award may be settled or exercised, (vi) determine whether, to what extent, and under what circumstances awards may be settled or exercised in cash, shares, other securities, other awards or other property, or canceled, forfeited or suspended and the method or methods by which awards may be settled, exercised, canceled, forfeited or suspended; (vii) determine whether, to what extent, and under what circumstances cash, shares, other securities, other awards, other property, and other amounts payable with respect to an award shall be deferred either automatically or at the election of the holder thereof or of the Committee; (viii) interpret and administer the 2009 Plan and any instrument or agreement relating to, or award made under, the 2009 Plan; (ix) in certain circumstances, amend or modify the terms of any award at or after grant with the consent of the holder of the award; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the 2009 Plan; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the 2009 Plan, subject to the exclusive authority of the Board of Directors set forth in the 2009 Plan to amend or terminate the 2009 Plan.

Stock Options And Stock Appreciation Rights

The Committee is authorized to grant stock options, including both incentive stock options, which can result in potentially favorable tax treatment to the participant, and non-qualified stock options. The Committee may specify the terms of such grants subject to the terms of the 2009 Plan. The Committee is also authorized to grant SARs, either with or without a related option. The exercise price per share subject to an option is determined by the Committee, but may not be less than the fair market value of a share of common stock on the date of the grant, except in the case of substitute awards. The maximum term of each option or SAR, the times at which each option or SAR will be exercisable, and the provisions requiring forfeiture of unexercised options at or following termination of employment generally are fixed by the Committee, except that no option or SAR relating to an option may have a term exceeding ten years. Incentive stock options may not be granted more than ten years after the date that the 2009 Plan was approved by the Board of Directors. Incentive stock options that are granted to holders of more than 10% of the Company’s voting securities are subject to certain additional restrictions, including a five-year maximum term and a minimum exercise price of 110% of fair market value.

A stock option or SAR may be exercised in whole or in part at any time, with respect to whole shares only, within the period permitted thereunder for the exercise thereof. Stock options and SARs shall be exercised by written notice of intent to exercise the stock option or SAR and, with respect to options, payment in full to the Company of the amount of the option price for the number of shares with respect to which the option is then being exercised.

Payment of the option price must be made in cash or cash equivalents, or, at the discretion of the Committee, (i) by transfer, either actually or by attestation, to the Company of shares that have been held by the participant for at least six months (or such lesser period as may be permitted by the Committee) which have a fair market value on the date of exercise equal to the option price, together with any applicable withholding taxes, or (ii) by a combination of such cash or cash equivalents and such shares; provided, however, that a participant is not entitled to tender shares pursuant to successive, substantially simultaneous exercises of any stock option of the Company. Subject to applicable securities laws and Company policy, the Company may permit an option to be exercised by delivering a notice of exercise and simultaneously selling the shares thereby acquired, pursuant to a brokerage or similar agreement approved in advance by proper officers of the Company, using the proceeds of such sale as payment of the option price, together with any applicable withholding taxes. Until the participant has been issued the shares subject to such exercise, he or she shall possess no rights as a stockholder with respect to such shares. At the Committee’s discretion, the amount payable as a result of the exercise of SARs may be settled in cash, shares or a combination of cash and shares.

Restricted Shares And Restricted Share Units

The Committee is authorized to grant restricted shares of common stock and restricted share units. Restricted shares are shares of common stock subject to transfer restrictions as well as forfeiture upon certain terminations of employment prior to the end of a restricted period or other conditions specified by the Committee in the award agreement. A participant granted restricted shares of common stock generally has most of the rights of a stockholder of the Company with respect to the restricted shares, including the right to receive dividends and the right to vote such shares. None of the restricted shares may be transferred, encumbered or disposed of during the restricted period or until after fulfillment of the restrictive conditions.

Each restricted share unit has a value equal to the fair market value of a share of common stock on the date of grant. Restricted share units will be paid in cash, shares, other securities or other property, as determined in the sole discretion of the Committee, upon the lapse of restrictions applicable thereto, or otherwise in accordance with the applicable award agreement. The Committee determines, in its sole discretion, the restrictions applicable to the restricted share units. A participant will be credited with dividend equivalents on any vested restricted share units at the time of any payment of dividends to stockholders on shares of common stock. Except as determined otherwise by the Committee, restricted share units may not be transferred, encumbered or disposed of, and such units shall terminate, without further obligation on the part of the Company, unless the participant remains in continuous employment of the Company for the restricted period and any other restrictive conditions relating to the restricted share units are met.

Performance Awards

A performance award consists of a right that is denominated in cash or shares of common stock, valued in accordance with the achievement of certain performance goals during certain performance periods as established by the Committee, and payable at such time and in such form as the Committee shall determine. Performance awards may be paid in a lump sum or in installments following the close of a performance period or on a deferred basis, as determined by the Committee. Termination of employment prior to the end of any performance period, other than for reasons of death or total disability, will result in the forfeiture of the performance award. A participant’s rights to any performance award may not be transferred, encumbered or disposed of in any manner, except by will or the laws of descent and distribution.

Performance awards are subject to certain specific terms and conditions under the 2009 Plan. Unless the Committee determines that a performance award to be granted to a “Covered Officer” (which is generally defined to mean to any individual who is, or is reasonably expected to be, a “covered employee” within the meaning of Section 162(m) of the Code) should not qualify as “performance-based compensation” for purposes of Section 162(m), each award granted to a Covered Officer under the 2009 Plan is intended to be performance-based compensation within the meaning of Section 162(m). Performance goals for Covered Officers will be limited to one or more of the following financial performance measures relating to the Company or any of its subsidiaries, operating units, business segments or divisions: (a) earnings before interest, taxes, depreciation and/or amortization; (b) operating income or profit; (c) operating efficiencies; (d) return on equity, assets, capital, capital employed or investment; (e) after-tax operating income; (f) net income; (g) earnings or book value per share; (h) cash flow(s); (i) total sales or revenues or sales or revenues per employee; (j) production (separate work units or SWUs); (k) stock price or total stockholder return; (l) dividends; (m) debt reduction; (n) strategic business objectives, consisting of one or more objectives based on meeting specified cost targets, business expansion goals, and goals relating to acquisitions or divestitures; or (o) any combination thereof. Each goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, the past performance of the Company or any subsidiary, operating unit or division of the Company and/or the past or current performance of other companies, and in the case of earnings-based measures, may use or employ comparisons relating to capital, stockholders’ equity and/or shares outstanding, or to assets or net assets. The Committee may appropriately adjust any evaluation of performance under criteria set forth in the 2009 Plan to exclude any of the following events that occurs during a performance period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs and (v) any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year.

To the extent necessary to comply with Section 162(m) of the Code, with respect to grants of performance awards, no later than 90 days following the commencement of each performance period (or such other time as may be required or permitted by Section 162(m)), the Committee will, in writing, (1) select the performance goal or goals applicable to the performance period, (2) establish the various targets and bonus amounts which may be earned for such performance period, and (3) specify the relationship between performance goals and targets and the amounts to be earned by each Covered Officer for such performance period. Following the completion of each performance period, the Committee will certify in writing whether the applicable performance targets have been achieved and the amounts, if any, payable to Covered Officers for such performance period. In determining the amount earned by a Covered Officer for a given performance period, subject to any applicable award agreement, the Committee shall have the right to reduce (but not increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the performance period. With respect to any Covered Officer, the maximum annual number of shares in respect of which all performance awards may be granted under the 2009 Plan is 250,000 and the maximum annual amount of all performance awards that may be settled in cash is $5,000,000.

Other Stock-Based Awards

The Committee is authorized to grant any other type of awards that are denominated or payable in, valued by reference to, or otherwise based on or related to shares of common stock. The Committee will determine the terms and conditions of such awards, consistent with the terms of the 2009 Plan.

Non-Employee Director Awards

The Board of Directors may provide that all or a portion of a non-employee director’s annual retainer and/or retainer fees or other awards or compensation as determined by the Board be payable in non-qualified stock options, restricted shares, restricted share units and/or other stock-based awards, including unrestricted shares, either automatically or at the option of the non-employee directors. The Board of Directors will determine the terms and conditions of any such awards, including those that apply upon the termination of a non-employee director’s service as a member of the Board. Non-employee directors are also eligible to receive other awards pursuant to the terms of the 2009 Plan, including options and SARs, restricted shares and restricted share units, and other stock-based awards upon such terms as the Committee may determine; provided, however, that with respect to awards made to members of the Committee, the 2009 Plan will be administered by the Board of Directors.

Termination Of Employment

The Committee will determine the terms and conditions that apply to any award upon the termination of employment with the Company and affiliates, and provide such terms in the applicable award agreement or in its rules or regulations.

Amendment and Termination

The Board or the Committee may amend, alter, suspend, discontinue or terminate the 2009 Plan or any portion of the 2009 Plan at any time, except that stockholder approval must be obtained for any such action if such approval is necessary to comply with the requirements of Sections 422 or 162(m) of the Code or other applicable law or if such approval is deemed advisable with respect to tax, securities or other applicable laws, policies or regulations. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate any award, either prospectively or retroactively. Except in connection with recapitalization events as described in Section 4.2 of the 2009 Plan, the Committee does not have the power, however, to amend the terms of previously granted options to reduce the exercise price per share subject to such option or to cancel such options and grant substitute options with a lower exercise price per share than the cancelled options. The Committee also may not materially and adversely affect the rights of any award holder without the award holder’s consent.

Other Terms of Awards

The Company may take action, including the withholding of amounts from any award made under the 2009 Plan, to satisfy withholding and other tax obligations. The Committee may provide for additional cash payments to participants to defray any tax arising from the grant, vesting, exercise or payment of any award. Awards granted under the 2009 Plan generally may not be pledged or otherwise encumbered and are not transferable except by will or by the laws of descent and distribution.

Certain Federal Income Tax Consequences

The following is a brief description of the Federal income tax consequences generally arising with respect to awards under the 2009 Plan.

Tax consequences to the Company and to participants receiving awards will vary with the type of award. Generally, a participant will not recognize income, and the Company is not entitled to take a deduction, upon the grant of an incentive stock option, a nonqualified option, a reload option, an SAR or a restricted share award. A participant will not have taxable income upon exercising an incentive stock option (except that the alternative minimum tax may apply). Upon exercising an option other than an incentive stock option, the participant must generally recognize ordinary income equal to the difference between the exercise price and fair market value of the freely transferable and non-forfeitable shares of common stock acquired on the date of exercise. Similarly, the exercise of an SAR will result in ordinary income on the value of the stock appreciation right to the individual at the time of exercise.

If a participant sells shares of common stock acquired upon exercise of an incentive stock option before the end of two years from the date of grant and one year from the date of exercise, the participant must generally recognize ordinary income equal to the difference between (i) the fair market value of the shares of common stock at the date of exercise of the incentive stock option (or, if less, the amount realized upon the disposition of the incentive stock option shares of common stock), and (ii) the exercise price. Otherwise, a participant’s disposition of shares of common stock acquired upon the exercise of an option (including an incentive stock option for which the incentive stock option holding period is met) or SAR generally will result in short-term or long-term capital gain or loss measured by the difference between the sale price and the participant’s tax basis in such shares of common stock (the tax basis generally being the exercise price plus any amount previously recognized as ordinary income in connection with the exercise of the option or SAR).

The Company generally will be entitled to a tax deduction equal to the amount recognized as ordinary income by the participant in connection with an option or SAR. The Company generally is not entitled to a tax deduction relating to amounts that represent a capital gain to a participant. Accordingly, the Company will not be entitled to any tax deduction with respect to an incentive stock option if the participant holds the shares of common stock for the incentive stock option holding periods prior to disposition of the shares.

Upon an award of restricted shares, the participant will recognize ordinary income on the fair market value of the common stock at the time restricted shares vest unless a participant makes an election under Section 83(b) of the Code to be taxed at the time of grant. The participant also is subject to capital gains treatment on the subsequent sale of any common stock acquired through the vesting of a restricted share award. For this purpose, the participant’s basis in the common stock is its fair market value at the time the restricted share becomes vested (or is granted, if an election under Section 83(b) is made). Payments made under performance awards are taxable as ordinary income at the time an individual attains the performance goals and the payments are made available to, and are transferable by, the participant.

Section 162(m) of the Code generally disallows a public company’s tax deduction for compensation paid in excess of $1 million in any tax year to its Chief Executive Officer and certain other most highly compensated executives. However, compensation that qualifies as “performance-based compensation” is excluded from this $1 million deduction limit and therefore remains fully deductible by the company that pays it. The Company generally intends that (i) performance awards and (ii) options granted (a) with an exercise price at least equal to 100% of fair market value of the underlying shares of common stock at the date of grant (b) to employees the Committee expects to be named executive officers at the time a deduction arises in connection with such awards, qualify as “performance-based compensation” so that these awards will not be subject to the Section 162(m) deduction limitations. The Committee will not necessarily limit executive compensation to amounts deductible under Section 162(m) of the Code, however, if such limitation is not in the best interests of the Company and its stockholders.

Although the Company intends to administer the 2009 Plan so that awards will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any award under the plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign law. The Company shall not be liable to any participant for any tax, interest, or penalties that participant might owe as a result of the grant, holding, vesting, exercise, or payment of any award under the plan.

The foregoing discussion is general in nature and is not intended to be a complete description of the Federal income tax consequences of the 2009 Plan. This discussion does not address the effects of other Federal taxes or taxes imposed under state, local or foreign tax laws. Participants in the 2009 Plan are urged to consult a tax advisor as to the tax consequences of participation.

The 2009 Plan is not intended to be a “qualified plan” under Section 401(a) of the Code.

Because awards under the 2009 Plan are at the discretion of the Committee, the benefits that will be awarded under the 2009 Plan are not currently determinable.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE COMPANY VOTE “FOR” THE PROPOSAL TO APPROVE THE 2009 STOCK INCENTIVE PLAN.

ITEM 3 – RATIFICATION OF REAPPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General Information

The Audit Committee has reappointed Ernst & Young LLP as the Company’s independent registered public accounting firm to audit the financial statements of the Company for fiscal 2009. Ernst & Young LLP has served as the Company’s independent registered public accounting firm since 2001 and is considered by management to be well qualified. At the Meeting, the stockholders are being asked to ratify the reappointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2009.

Stockholder ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm is not required by the Bylaws or otherwise; however, the Board of Directors is submitting the appointment of Ernst & Young LLP to the stockholders for ratification. If the stockholders fail to ratify the Audit Committee’s appointment, the Audit Committee will reconsider whether to retain Ernst & Young LLP as the Company’s independent auditors. In addition, even if the stockholders ratify the appointment of Ernst & Young LLP, the Audit Committee may in its discretion appoint a different registered independent accounting firm at any time during the year if the Audit Committee determines that a change is in the best interests of the Company.

Representatives of Ernst & Young LLP will attend the Meeting, will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions from stockholders.

Fees Paid to Independent Registered Public Accounting Firm

Fees billed by the Company’s independent registered public accounting firm, for the last two fiscal years, were as follows:

		2008				2007
Audit fees		$	879,092			$	878,920
Audit-related fees			—				—
Tax fees			—				—
All other fees (1)			2,500				2,500

All audit-related services, tax services and other services were pre-approved by the Audit Committee, which concluded that the provision of such services by Ernst & Young LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

Pre-Approval Policies and Procedures

The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy generally provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee.

From time to time, the Audit Committee may pre-approve specific types of services that are expected to be provided by our independent registered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular services to be provided and is also generally subject to a maximum dollar amount.

The Committee’s practice is to consider for approval, at its regularly scheduled quarterly meetings, all audit and non-audit services proposed to be provided by our independent registered public accounting firm. In situations where a matter cannot wait until the next regularly scheduled committee meeting, the chairperson of the Committee has been delegated authority to consider and, if appropriate, approve audit and non-audit services or, if in the chairperson’s judgment it is considered appropriate, to call a special meeting of the Committee for that purpose.

Report of the Audit Committee

The Company’s Audit Committee consists of three directors. The Board has adopted a charter that governs the Audit Committee. The Audit Committee charter can be found on the Company’s website at TractorSupply.com. The members of the Audit Committee are Cynthia T. Jamison (Chairperson), Jack C. Bingleman and George MacKenzie, and each is “independent” as defined by the listing standards of the NASDAQ Global Select Market and applicable SEC regulations.

Company management is primarily responsible for the Company’s financial statements and financial reporting process, including assessing the effectiveness of the Company’s internal control over financial reporting. Ernst & Young LLP, the Company’s independent registered public accounting firm, is responsible for planning and carrying out annual audits and quarterly reviews of the Company’s financial statements in accordance with standards established by the Public Company Accounting Oversight Board, expressing an opinion on the conformity of the Company’s audited financial statements with United States generally accepted accounting principles, and auditing and reporting on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee monitors and oversees these processes and is responsible for the appointment, compensation and oversight of the Company’s independent registered public accounting firm.

To fulfill our responsibilities, we did the following:

•

We reviewed and discussed with Company management and the independent registered public accounting firm the Company’s consolidated financial statements for the fiscal year ended December 27, 2008.

•

We reviewed management’s representations to us that those consolidated financial statements were prepared in accordance with United States generally accepted accounting principles.

•

We discussed with the independent registered public accounting firm the matters that Statement on Auditing Standards No. 61 “Communications with Audit Committees”, as amended (AICPA, Professional Standards, vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board in rule 3200T, rules of the SEC, and other standards require them to discuss with us, including matters related to the conduct of the audit of the Company’s consolidated financial statements.

•

We received written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and we have discussed with Ernst & Young LLP its independence from the Company and its management.

•

We considered whether Ernst & Young LLP’s provision of non-audit services to the Company is compatible with maintaining its independence from the Company and its management.

The Audit Committee meets with the Company’s independent registered public accounting firm, with and without management present, to discuss the results of the audit of the financial statements, the audit of the effectiveness of the Company’s internal control over financial reporting, management’s progress in assessing the effectiveness of the Company’s internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002, and the overall quality of the Company’s financial reporting.

Based on the discussions we had with management and the independent registered public accounting firm, the independent registered public accounting firm’s disclosures and letter to us, the representations of management to us and the report of the independent registered public accounting firm, we approved the Company’s audited consolidated financial statements for fiscal 2008 and recommended to the Board of Directors that such audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2008 for filing with the SEC.

The Audit Committee submits this report:

Cynthia T. Jamison, Chairperson		George MacKenzie
Jack C. Bingleman

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE COMPANY VOTE “FOR” THE PROPOSAL TO RATIFY THE REAPPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 26, 2009.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in the Proxy Statement (the “CD&A”) for the Meeting with management. In reliance on the reviews and discussions referred to above, the Compensation Committee recommended to the Board that the CD&A be included in the Proxy Statement for the Meeting for filing with the SEC.

By the Compensation Committee of the Board of Directors:

Edna K. Morris, Chairperson		Richard W. Frost
Johnston C. Adams		Cynthia T. Jamison

COMPENSATION DISCUSSION AND ANALYSIS

Overview

Calendar 2008 was a challenging year for our Company, as for many companies. Notwithstanding that, we performed well against our internal goals and our stock price held steady, beating the major indices by a large margin. Our executive compensation program reflected those results.

•

Annual cash bonuses were paid near target levels.

•

Our 2008 long-term cash plan bonuses were earned near target levels; our 2007 long-term cash plan did not pay out, because we did not exceed its required EPS growth target.

•

Prior year unvested restricted stock held its value commensurate with value retention for stockholders.

•

Stock options granted in prior years did not gain in value. In addition, because of fluctuations in our stock price over time, a significant portion of stock options granted in prior years have no current value, and will not have value until our stock price regains the levels at which they were granted. None of the Named Executive Officers exercised stock options during 2008.

Philosophy

The Compensation Committee and Company management seek to build stockholder value by establishing compensation systems that attract, retain and motivate the performance and continuity of the right leadership team. Such systems are designed to pay for performance and align with the Company’s stockholders, business plan and culture.

To accomplish those goals, we use a mix of base salary, annual incentives and long-term incentives that reward outstanding Company and individual performance and the creation of stockholder value. Each of these pay elements is discussed further below.

The primary component of the Company’s compensation philosophy is to target base salaries and target annual cash bonuses at the 50^th percentile of the peer group and long-term incentive compensation at the 75^th percentile of the peer group, subject to adjustment for an individual’s experience and performance. Beyond that framework, which results in a high proportion of performance-based pay vs. fixed pay, we do not target any particular mix of pay.

We believe that above-average, performance-based long-term incentives will allow the Company to attract and retain executive talent while rewarding outstanding results and aligning the interests of the Company’s executive officers with stockholders. The actual target compensation for each of our executive officers may be more or less than those targets, however, based on performance, overall responsibilities and other subjective factors.

Benchmarking

In late 2006, the Committee’s consultant, Hewitt, developed market data using pay information from the following 15 publicly traded companies. These companies, all of which are retailers, were chosen because we compete with them for talent, and because data for them was available through Hewitt.

Advance Auto Parts, Inc.		The Home Depot, Inc.		Payless Shoesource Inc.
Autozone, Inc.		Kohl’s Corporation		PetSmart, Inc.
Blockbuster, Inc.		Longs Drug Stores Corp.		Pier I Imports, Inc.
CDW Corporation		Lowe’s Companies, Inc.		Walgreen Co.
Dollar General Corporation		The Pantry, Inc.		Williams-Sonoma, Inc.

Hewitt analyzed the base salaries, cash bonuses and long-term incentives for companies in the peer group using publicly-available information, as well as Hewitt’s proprietary Total Compensation Database and other industry information available to it. Hewitt used regression analysis to adjust the market values of the peer group’s compensation to represent the Company’s revenues.

Hewitt provided the above data directly to the Compensation Committee, with a copy to the Company’s senior vice president of human resources.

Base Salary

Philosophy

Our goal is to pay base salaries to our executives that recognize their responsibilities, accomplishments and the demands that we place upon them. We believe that doing this helps us retain the right leadership team for the future.

Pay Opportunity

The Hewitt data discussed above served as the starting point for the Compensation Committee’s analysis of base salaries. The Committee studied the data and made adjustments based upon the Company’s operations, including those from a comparison of the responsibilities that certain officers have at the Company with those of officers with similar titles at companies in the peer group, internal equity and peer roles and responsibilities.

2008 Base Salaries

After consideration of Hewitt’s analysis and a review of management’s recommendations regarding base salaries, the Compensation Committee established base salaries for each of our Named Executive Officers for 2008 as set forth in the 2008 Summary Compensation Table under the heading “Salary.”

Annual Cash Incentive Compensation

Philosophy

Our annual bonus program is designed to reward the Company’s attainment of its net-income plan.

2008 Pay Opportunity

All executive officers participated in the Company’s 2008 Cash Incentive Plan (the “CIP”), under which they were eligible to receive a cash bonus tied to our shorter-term goals. The range of possible 2008 bonus payments for each Named Executive Officer is shown in the Grants of Plan-Based Awards Table in the columns entitled “Threshold,” “Target” and “Maximum” under the heading entitled “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards”.

The amount of the cash bonus was calculated as a specified percentage of the officer’s annual base salary dependent upon the Company’s actual net income for the year in comparison to a Board-approved net income plan (the “Profit Performance”). The range of incentive amounts payable as a percentage of base salary were as follows for the chief executive officer, executive vice-presidents and senior vice presidents. For attainment of a Profit Performance within the range of each percentage point referenced below, the Company interpolates the actual bonus amount payable.

		Percentage of Base				Percentage of				Percentage of
Attainment of		Salary Payable to				Base Salary				Base Salary
Profit Performance		CEO				Payable to EVPs				Payable to SVPs
Less than 90%			0				0				0
90% but less than 91%			25.0				16.3				13.8
91% but less than 92%			32.5				21.2				17.9
92% but less than 93%			40.0				26.0				22.0
93% but less than 94%			47.5				30.9				26.1
94% but less than 95%			55.0				35.7				30.2
95% but less than 96%			62.5				40.6				34.3
96% but less than 97%			70.0				45.4				38.4
97% but less than 98%			77.5				50.3				42.5
98% but less than 99%			85.0				55.1				46.6
99% but less than 100%			92.5				60.1				50.8
100% but less than 101%			100.0				65.0				55.0
101% but less than 102%			110.0				71.5				60.5
102% but less than 103%			120.0				78.0				66.0
103% but less than 104%			130.0				84.5				71.5
104% but less than 105%			140.0				91.0				77.0
105% but less than 106%			150.0				97.5				82.5
106% but less than 107%			160.0				104.0				88.0
107% but less than 108%			170.0				110.5				93.5
108% but less than 109%			180.0				117.0				99.0
109% but less than 110%			190.0				123.5				104.5
110% or more			200.0				130.0				110.0

The Company’s Profit Performance target for 2008 was net income of $99.5 million. The Compensation Committee has the discretion to withhold all or a portion of the bonuses. For individual participants, such action could be based upon subjective factors such as personal performance. As to bonuses generally, elements such as unusual factors and strategic long-term decisions affecting the Company’s performance during the year can be considered. The Committee also has the discretion to make adjustments in the terms and conditions of, and the criteria included in, awards made under the CIP in recognition of unusual or non-recurring events.

2008 Bonuses Earned

As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2008, the Company experienced a significant increase in its LIFO provision in 2008. In determining whether to exclude a portion of the significant increase in the LIFO provision from the Profit Performance target calculation, the Committee considered, among other factors, that:

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net sales increased 11.3% and same store sales increased 1.4% in a challenging consumer environment;

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if the actual LIFO provision had been at the budgeted level, the Named Executive Officers would have been entitled to bonus payments under the CIP at 104.1% of the “Target” level;

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certain management decisions, such as changes in product mix and aggressively moving clearance inventory, had the affect of increasing the LIFO provision but were in the long-term best interests of the Company and its stockholders;

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the LIFO provision was impacted by an actual inflation rate in cost of products which was substantially higher than expected; and

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the LIFO provision is a non-cash charge that did not require a cash outlay and provided the Company with a significant tax deferral.

Based on these factors, the Compensation Committee determined that it was appropriate to exclude from the Profit Performance target a portion of that increase in the LIFO provision. Accordingly, the Named Executive Officers, other than Mr. Wright and Mr. Crudele, and all of the other participants in the CIP were paid bonuses under the CIP at 99.7% of the “Target” level. In determining the bonuses payable to Mr. Wright and Mr. Crudele, the Committee considered that in their respective roles as Chief Executive Officer and Chief Financial Officer they are responsible for the oversight of the preparation of the Company’s financial statements and for maintaining an effective system of internal control over financial reporting. The Committee also considered the restatement of its unaudited financial statements for the first three fiscal quarters of 2008 and the related identification of a material weakness in internal controls over financial reporting related to the Company’s process for estimating interim LIFO calculations. As a result, the Committee determined to pay bonuses to Mr. Wright and Mr. Crudele under the CIP at 80% and 70% of the “Target” level, respectively. The dollar bonuses paid to the Named Executive Officers are set forth in the “Summary Compensation Table” under the heading “Non-Equity Incentive Plan Compensation”.

Long-Term Incentive Compensation

Philosophy

Long-term incentives are the most significant element of the Company’s executive officer compensation. The Company uses stock options, restricted stock and long-term cash incentives for executive officers to align executive compensation with stockholders’ interests, to balance our long-term compensation programs between cash and equity awards and ensure that our compensation package acts as an executive attraction and retention tool.

The mix of options, restricted stock awards and long-term cash awards (hereafter referred to as “Long-Term Mix”) for 2008 was 50%, 30% and 20%, respectively, for each executive officer. The total dollar value of the pay opportunity represented by options, restricted stock awards and long-term cash awards for each executive officer within a specific officer rank (i.e. executive vice president, senior vice president or vice president) was intended to be the same for each and was targeted at the 75^th percentile of the peer group.

Design Changes for 2009

In 2009, due to the difficulty of maintaining a long-term incentive plan which acts as an executive attraction and retention tool in an uncertain economic environment, the Long-Term Mix will be 40% stock options, 40% restricted stock awards, and 20% long-term cash awards.

Stock Options

Philosophy

We have historically awarded stock options to our executive officers under stockholder-approved plans on an annual basis and did so in 2008. Because options only have value if the price of the Company’s common stock increases after the grant date, we believe that these awards closely align employees’ interests with those of other stockholders.

How 2008 Award Opportunities Were Determined

Options were valued using the Black-Scholes method. We generally grant the same number of options to officers holding the same title subject to adjustment for subjective and objective factors such as the individual participant’s past performance and expectations regarding the participant’s future contributions, but no such adjustments were made for 2008.

The Compensation Committee generally makes equity awards once a year in February after it has had an opportunity to review and announce our financial results for the prior fiscal year and to consider our expectations and projections for the current fiscal year. The Compensation Committee’s schedule is determined in the prior fiscal year and the proximity of any awards to other significant corporate events is coincidental. Executive officers hired during the year receive a grant at the time of hire for an aggregate number of stock options based on title.

In 2008, the Compensation Committee granted to each Named Executive Officer the number of options set forth in the 2008 Grants of Plan-Based Awards table under the heading “All Other Option Awards: Number of Securities Underlying Options.” The options vest ratably over a three-year period subject to continued employment.

Restricted Stock

Philosophy

In order to provide balance to our compensation plans consistent with our compensation strategies, we began making grants of restricted stock to our executive officers in 2007. Like stock options, grants of restricted stock are designed to reward our executive officers for generating increases in the price of the Company’s common stock. Unlike stock options, however, restricted shares represent the full value of a share of the Company’s common stock and have value whether or not the price of the Company’s stock goes up or down. We believe such grants serve as a retention device. The shares of restricted stock vest 100% on the third anniversary of the date of grant, subject to continued employment.

How 2008 Award Opportunities Were Determined

Restricted shares were valued at the market price of our common stock at the date of grant, less an appropriate discount for the restrictions imposed.

In 2008, the Compensation Committee granted to each Named Executive Officer the number of shares of restricted stock set forth in the 2008 Grants of Plan-Based Awards table under the heading “All Other Stock Awards: Number of Shares of Stock or Units.”

Long-Term Cash Plan

Philosophy

The Long-Term Cash Plan (“LTCP”) is designed to reward executives for increases in the Company’s earnings per share (“EPS”) performance over a three-year period based on a pre-determined growth rate established at the time of grant. Awards under the plan are earned (or not earned) on an annual basis. Awards vest on the last day of the third year of each performance period, subject to the participant’s continued employment with the Company, and are paid by March 15 of the year following vesting.

How 2008 Award Opportunities Were Determined

For 2008, the Compensation Committee granted a number of units under the LTCP to each executive officer based on a target annual EPS growth rate of 9%. Amounts may be earned ratably under the LTCP based on an EPS growth rate between 5% and 14% for 2008 (awards were capped at 14% for 2008).

The value of a unit was determined to be $11.20 (the approximate difference between the anticipated stock price after three years using the 9% annual growth rate and the beginning value), and was used to determine the number of units to be awarded to each executive. The number of units granted to each Named Executive Officer in 2008 was as follows: Mr. Wright — 38,393 units; Mr. Crudele - 12,143 units; Mr. Ruta — 12,143 units; Mr. Sandfort — 12,143 units; and Ms. Vella — 10,714 units.

The Compensation Committee anticipates making grants under the LTCP each year and considered the cumulative effect that previous and subsequent awards under the LTCP could have on a participant’s total compensation.

Earning of 2008 Awards

Without the Company’s significant increase in the LIFO reserve discussed above under “Annual Cash Incentive Compensation,” amounts would have been earned by the Named Executive Officers under the 2008 LTCP. The Compensation Committee believed that for the same reasons discussed above, it was appropriate to accrue awards for the Named Executive Officers outside the LTCP in amounts which excluded a portion of the increase in the LIFO reserve from the EPS calculation. For the reasons discussed above under “Annual Cash Incentive Compensation,” Messrs. Wright and Crudele accrued reduced awards. The actual amounts earned by the Named Executive Officers are set forth in the “Summary Compensation Table” under the heading “Bonus.”

Earning of 2007 Awards

As discussed in the Company’s proxy statement for the 2008 Annual Meeting of Stockholders, the Compensation Committee made awards to the Named Executive Officers in 2007 under the LTCP. Because the Company’s EPS growth rate was less than 10% during fiscal 2008, no amounts were earned under the 2007 LTCP in fiscal 2008.

Deferred Compensation and Other Plans

The Company’s officers may elect to participate in the Executive Deferred Compensation Plan (“EDCP”). The EDCP enhances the Company’s ability to attract and retain the services of qualified persons by providing highly compensated employees a vehicle to contribute additional amounts to tax-deferred savings than the amounts they can contribute to the Company’s 401(k) Plan, which are limited by the IRS. Amounts contributed earn interest at the prime rate. (Please see discussion at “2008 Non-Qualified Deferred Compensation” below).

Severance Benefits

The Company does not maintain a severance plan for its executives or employees. The Company’s Chairman and Chief Executive Officer, James F. Wright, is party to an employment agreement with the Company setting forth the obligations of the Company to Mr. Wright and certain rights, responsibilities and duties of Mr. Wright. In the event that Mr. Wright’s employment is terminated by the Company without “cause” (as defined in the agreement) or by Mr. Wright for “good reason” (as defined in the agreement), Mr. Wright is entitled to receive severance and other benefits as described under the heading “Potential Payments Upon Termination or Change in Control.”

The employment agreement contains covenants regarding the confidentiality of the Company’s trade secrets and non-solicitation of Company employees and non-competition with the Company for a period of two years following any termination of his employment. The severance pay that would be provided to Mr. Wright by the agreement has been deemed by the Compensation Committee to be commensurate with the value to the Company of the restrictive covenants under which Mr. Wright would operate after a separation of employment.

Mr. Wright’s employment agreement is described in more detail under the heading “Potential Payments Upon Termination or Change in Control.”

Change in Control Benefits

It is our belief that reasonable change in control protections are necessary in order to recruit and retain effective senior management. Furthermore, providing change in control benefits should increase the cooperation of senior management with respect to potential change in control transactions that may be in the best interests of all stockholders. We also believe that each Named Executive Officer’s commitment to continued employment for six months should allow the Company sufficient time to find other qualified persons to serve in these positions, if desired, and provide an adequate transition period.

For those reasons, each of the Named Executive Officers is party to an agreement with the Company whereby, in the event the employment of such executive officer is terminated during the term of the agreement following a change of control of the Company other than (i) by the Company for Cause (as defined therein), (ii) by reason of death or disability, or (iii) by the executive officer without Good Reason (as defined therein), certain severance benefits will be paid to such executive officer. Each Named Executive Officer must commit to be employed with the Company for six months following such change in control and have agreed not to compete for a one-year period after termination of employment. The change in control benefits are described in more detail under the heading “Potential Payments Upon Termination or Change in Control.”

Other Benefits

Senior management participates in the Company’s other benefit plans on the same terms as other employees. These plans include medical and dental benefits, extended sick pay, long-term disability, participation in the Company’s Employee Stock Purchase Plan, and a 15% discount on purchases at the Company’s stores. Officers participate in the Executive Life Insurance Plan which provides for basic term life insurance coverage up to a maximum of $1,000,000.

The Company agreed to pay the relocation expenses in connection with Mr. Sandfort’s employment with the Company. These expenses included: new home purchase closing costs, old home sale closing costs, moving expenses, temporary housing and a relocation bonus (including tax gross-up). The amount recognized in fiscal 2008 for each of these benefits is detailed in the 2008 Summary Compensation Table on page 30. We believe this is a competitive package offered by a company to executive employees that are asked to relocate upon hire.

Stock Ownership Guidelines

Each member of the Management Committee (comprised of the Company’s global vice presidents, senior vice presidents, executive vice presidents and chief executive officer) is expected to acquire and continue to hold shares of the Company’s common stock having an aggregate market value from time to time which equals or exceeds a multiple of base compensation as outlined below within a five-year period.

Once the target ownership level is achieved by an executive, that executive will not be required to acquire any additional shares in the event the stock price is lower, provided the underlying number of shares remain held by the Executive.

The Compensation Committee evaluates compliance with this policy annually. The Compensation Committee and the Board of Directors, in their sole discretion, may waive or extend the time for compliance with this policy. Factors which may be considered include, but are not limited to, limitations on ability to purchase resulting from blackout periods and the personal financial resources of the employee.

Title		Ownership Guideline
Chief Executive Officer		5x base compensation
Executive Vice President		3x base compensation
Senior Vice President		2x base compensation
Vice President		1x base compensation

Executive Compensation Tax Deductibility

Under Section 162(m) of the Internal Revenue Code, compensation paid by a publicly-held corporation to the chief executive officer and four other most highly paid executive officers in excess of $1.0 million per year per officer is deductible only if paid pursuant to qualifying performance-based compensation plans approved by stockholders. Awards under the Company’s Stock Incentive Plans, CIP and LTCP are intended to qualify as performance-based. Because the amount and mix of individual compensation are based on competitive considerations as well as Company and individual performance, executive officer compensation that is not performance-based may exceed $1.0 million in a given year. Certain of the Named Executive Officers received non-performance-based compensation in excess of $1.0 million for fiscal 2008 which is not deductible by the Company. While considering the tax implications of its compensation decisions, the Committee believes its primary focus should be to attract, retain and motivate executives and to align the executives’ interests with those of the Company’s stockholders.

2008 SUMMARY COMPENSATION TABLE

The following table summarizes information concerning cash and non-cash compensation paid to or accrued for the benefit of the Company’s Chief Executive Officer, Chief Financial Officer and each of the three other most highly compensated executive officers of the Company who served as executive officers at the end of the fiscal year ended December 27, 2008 (the “Named Executive Officers”) for all services rendered in all capacities to the Company for the fiscal year ended December 27, 2008. This table is presented as required by SEC rules. However, it reflects amounts that were not realized by the executives in 2008 and may be realized in completely different amounts in the future. For example, it is required to reflect the expense recognized for financial statement reporting purposes in connection with equity awards, rather than amounts realized by executives as a result of the exercise of stock options or the vesting of restricted shares.

																						Non-Equity				All
Name														Stock				Option				Incentive Plan				Other
and		Fiscal				Salary				Bonus(2)				Awards				Awards				Compensation				Compensation				Total
Principal Position		Year				($)(1)				($)				($)(3)				($)(3)				($)(4)				($)(5)				($)
James F. Wright			2008			$	920,740			$	124,987			$	480,123			$	1,968,311			$	727,045			$	20,897			$	4,242,103
Chairman and Chief			2007			$	873,462			$	—			$	234,292			$	1,512,297			$	486,750			$	20,736			$	3,127,537
Executive Officer			2006			$	810,577			$	—			$	—			$	1,755,495			$	231,000			$	19,560			$	2,816,632
Anthony F. Crudele			2008			$	390,000			$	34,589			$	154,086			$	564,734			$	173,355			$	17,610			$	1,334,374
Exec. Vice President -			2007			$	352,283			$	—			$	75,800			$	493,000			$	140,400			$	17,385			$	1,078,868
Chief Financial Officer			2006			$	332,923			$	—			$	—			$	349,810			$	57,120			$	9,475			$	749,328
and Treasurer
Stanley L. Ruta			2008			$	375,000			$	49,300			$	154,086			$	431,686			$	238,125			$	20,010			$	1,268,207
Exec. Vice President and			2007			$	338,169			$	—			$	75,800			$	424,658			$	135,000			$	19,785			$	993,412
Chief Operating Officer			2006			$	328,215			$	—			$	—			$	657,166			$	51,850			$	19,560			$	1,056,791
Gregory A. Sandfort			2008			$	375,000			$	74,300	(7)		$	139,114			$	222,759			$	238,125			$	176,380	(8)		$	1,225,678
President and Chief Merchandising Officer(6)
Kimberly D. Vella			2008			$	259,179			$	43,500			$	125,432			$	345,927			$	140,711			$	16,864			$	931,613
Sr. Vice President -			2007			$	245,815			$	—			$	62,018			$	246,406			$	74,160			$	15,777			$	644,176
Human Resources

						Company
		Company				Contribution to								Perquisites and
		Contribution to				Deferred				Group Term Life				Other Personal
Name		401(k) Plan				Compensation Plan				Insurance Premiums				Benefits				Total
James F. Wright		$	10,350			$	4,500			$	6,047			$	—			$	20,897
Anthony F. Crudele		$	10,350			$	4,500			$	2,760			$	—			$	17,610
Stanley L. Ruta		$	10,350			$	4,500			$	5,160			$	—			$	20,010
Gregory A. Sandfort		$	—			$	—			$	2,320			$	174,060			$	176,380
Kimberly D. Vella		$	10,350			$	4,500			$	2,014			$	—			$	16,864

2008 NON-QUALIFIED DEFERRED COMPENSATION

The EDCP provides that designated participants may elect to defer up to 40% of their annual base salary and up to 100% of their annual incentive compensation under the CIP. To be eligible for the salary deferral, each participant must contribute the maximum amount of salary to the Company’s 401(k) Plan subject to the Company’s match. Under the EDCP, the participants’ salary deferral is matched by the Company, 100% on the first 3% of base salary contributed and 50% on the next 3% of base salary contributed, limited to a maximum annual matching contribution of $4,500. Each participant’s account earns simple annual interest at the prime rate in effect on January 1 of each year. Each participant is fully vested in all amounts credited to their deferred compensation account. Payments under the EDCP are made no earlier than six months following the earlier of the participant’s (i) death, (ii) retirement, (iii) total and permanent disability, (iv) termination of employment with the Company or (v) some other date designated by the participant at the time of the initial deferral. Payments are made in cash and are paid in ten annual installments or in a single lump sum payment, at the election of the participant.

The following table sets forth certain information about each Named Executive Officer’s participation in the Company’s defined contribution and non-qualified deferred compensation plans in fiscal 2008:

		Executive				Registrant				Aggregate				Aggregate				Aggregate Balance
		Contributions in				Contributions in				Earnings in Last				Withdrawals/				at Last Fiscal
		Last Fiscal Year				Last Fiscal Year				Fiscal Year				Distributions				Year End
Name		($)(1)				($)(2)				($)(3)				($)				($)(4) (5)
James F. Wright		$	18,415			$	4,500			$	28,654			$	636,556			$	43,954
Anthony F. Crudele		$	27,300			$	4,500			$	6,976			$	—			$	117,435
Stanley L. Ruta		$	7,500			$	4,500			$	9,059			$	154,453			$	127,197
Gregory A. Sandfort		$	—			$	—			$	—			$	—			$	—
Kimberly D. Vella		$	10,367			$	4,500			$	1,668			$	111,087			$	15,486

2008 GRANTS OF PLAN-BASED AWARDS

The following table reflects certain information with respect to awards to the Named Executive Officers to acquire shares of the Company’s Common Stock granted under the Company’s 2006 Stock Incentive Plan and to receive a cash incentive under the Company’s CIP and LTCP in fiscal 2008.

																		All Other				All Other
																		Stock				Option
																		Awards:				Awards:				Exercise or
						Estimated Possible Payouts Under Non-												Number of				Number of				Base Price				Grant Date Fair
						Equity Incentive Plan Awards (1)(2)												Shares of				Securities				of Option				Value of Stock
		Grant				Threshold				Target				Maximum					Stock or				Underlying				Awards				and Option
Name		Date				($)				($)				($)				Units (# )(3)				Options (#)				($/Sh) (4)				Awards ($)
James F. Wright			2/06/08																20,368				80,330			$	38.45			$	2,027,871
				(1)		$	232,313			$	929,250			$	1,858,500
				(2)		$	258,000			$	430,000			$	817,000
Anthony F. Crudele			2/06/08																6,472				25,526			$	38.45			$	644,376
				(1)		$	63,570			$	253,500			$	507,000
				(2)		$	81,600			$	136,000			$	258,400
Stanley L. Ruta			2/06/08																6,472				25,526			$	38.45			$	644,376
				(1)		$	61,125			$	243,750			$	487,500
				(2)		$	81,600			$	136,000			$	258,400
Gregory A. Sandfort			2/06/08																6,472				25,526			$	38.45			$	644,376
				(1)		$	61,125			$	243,750			$	487,500
				(2)		$	81,600			$	136,000			$	258,400
Kimberly D. Vella			2/06/08																5,235				20,646			$	38.45			$	521,198
				(1)		$	36,160			$	144,118			$	288,235
				(2)		$	72,000			$	120,000			$	228,000

OUTSTANDING EQUITY AWARDS AT FISCAL 2008 YEAR-END

The following table reflects all equity awards held by the Named Executive Officers at the end of fiscal 2008:

		Option Awards																				Stock Awards
																																		Equity
																																		Incentive
																																		Plan
										Equity																				Equity				Awards:
										Incentive																				Incentive				Market or
										Plan																				Plan				Payout
										Awards:												Number				Market				Awards:				Value of
		Number of				Number of				Number of												of Shares				Value of				Number of				Unearned
		Securities				Securities				Securities												or Units				Shares or				Unearned				Shares,
		Underlying				Underlying				Underlying												of Stock				Units of				Shares, Units				Units or
		Unexercised				Unexercised				Unexercised				Option								That				Stock That				or Other				Other
		Options				Options				Unearned				Exercise				Option				Have Not				Have Not				Rights That				Rights That
		Exercisable				Unexercisable				Options				Price				Expiration				Vested				Vested				Have Not				Have Not
Name		(#) (1)				(#) (1)				(#)				($)(2)				Date(3)				(#) (4)				($)				Vested (#)				Vested ($)
James F. Wright			43,979				—				—			$	2.24				11/01/10				—			$	—				—			$	—
			170,216				—				—			$	3.36				1/25/11				—			$	—				—			$	—
			105,000				—				—			$	8.91				1/24/12				—			$	—				—			$	—
			80,000				—				—			$	19.64				1/23/13				—			$	—				—			$	—
			45,000				—				—			$	42.65				1/22/14				—			$	—				—			$	—
			37,500				—				—			$	32.68				10/01/14				—			$	—				—			$	—
			30,000				30,000				—			$	36.40				2/02/15				—			$	—				—			$	—
			53,333				26,667				—			$	61.27				2/09/16				—			$	—				—			$	—
			19,833				39,667				—			$	46.17				2/07/17				17,000			$	586,840				—			$	—
			—				80,330				—			$	38.45				2/06/18				20,368			$	703,103				—			$	—
Anthony F. Crudele			7,500				7,500				—			$	48.21				9/26/15				—			$	—				—			$	—
			13,333				6,667				—			$	61.27				2/09/16				—			$	—				—			$	—
			6,333				12,667				—			$	46.17				2/07/17				5,500			$	189,860				—			$	—
			—				25,526				—			$	38.45				2/06/18				6,472			$	223,413				—			$	—
Stanley L. Ruta			14,875				—				—			$	3.36				1/25/11				—			$	—				—			$	—
			25,000				—				—			$	8.91				1/24/12				—			$	—				—			$	—
			20,000				—				—			$	19.64				1/23/13				—			$	—				—			$	—
			15,000				—				—			$	42.65				1/22/14				—			$	—				—			$	—
			7,500				7,500				—			$	36.40				2/02/15				—			$	—				—			$	—
			13,333				6,667				—			$	61.27				2/09/16				—			$	—				—			$	—
			6,333				12,667				—			$	46.17				2/07/17				5,500			$	189,860				—			$	—
			—				25,526				—			$	38.45				2/06/18				6,472			$	223,413				—			$	—
Gregory A. Sandfort			6,333				12,667				—			$	40.49				11/15/17				5,500			$	189,860				—			$	—
			—				25,526				—			$	38.45				2/06/18				6,472			$	223,413				—			$	—
Kimberly D. Vella			10,000				—				—			$	3.36				1/25/11				—			$	—				—			$	—
			3,333				—				—			$	8.91				1/24/12				—			$	—				—			$	—
			3,638				—				—			$	19.64				1/23/13				—			$	—				—			$	—
			7,500				—				—			$	42.65				1/22/14				—			$	—				—			$	—
			3,750				3,750				—			$	36.40				2/02/15				—			$	—				—			$	—
			6,666				3,334				—			$	61.27				2/09/16				—			$	—				—			$	—
			5,000				10,000				—			$	46.17				2/07/17				4,500			$	155,340				—			$	—
			—				20,646				—			$	38.45				2/06/18				5,235			$	180,712				—			$	—

Grant Date		Vesting
11/01/00, 1/25/01		1/3 annually, over third through fifth years of life
1/24/02, 1/23/03, 1/22/04 and 10/01/04		1/3 annually, over first three years of life
2/02/05 and 9/26/05		1/4 annually, over second through fifth years of life
2/09/06, 2/07/07 and 2/06/08		1/3 annually, over first three years of life

No options were exercised by the Named Executive Officers nor did any of their restricted stock unit awards vest during fiscal 2008.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Payments Made Upon Termination

If the employment of any of the Named Executive Officers (other than Mr. Wright whose rights and obligations are described below under “Payments to Mr. Wright Upon Certain Termination Events”) is voluntarily or involuntarily terminated, no additional payments or benefits will accrue or be paid other than what has accrued and is vested under the benefit plans discussed above in this Proxy Statement included under the headings “Executive Compensation,” “Compensation Discussion and Analysis” and “2008 Non-Qualified Deferred Compensation.”

Payments Made Upon Disability

Under the terms of the Company’s disability plan, the Named Executive Officers are eligible for a disability benefit that is equal to $10,000 per month. The definition of disability is the same as that used for the disability plan covering all employees except that a Named Executive Officer disability must preclude the subject officer’s ability to carry out only his/her executive function. The disability benefit would be reduced by any benefits payable under Social Security or worker’s compensation. The payments continue based on age and various Social Security qualifications.

Payments to Mr. Wright upon Certain Termination Events

Mr. Wright is party to an employment agreement with the Company. In the event that Mr. Wright’s employment is terminated by the Company without cause (as defined in his employment agreement) or by Mr. Wright for good reason (as defined in his employment agreement), pursuant to his employment agreement, Mr. Wright is entitled to two years of his then-current base salary and bonus equal to the aggregate bonus paid to Mr. Wright for the two fiscal years immediately preceding the termination date, paid health insurance benefits through the second anniversary of the date of termination, any other unpaid benefits through the second anniversary of the date of termination, and outplacement services not to exceed $50,000 or for a period exceeding the earlier of one year from the termination date or the first acceptance by Mr. Wright of an offer of employment. The Company’s obligation to make such payments will be reduced dollar-for-dollar by the amount of compensation earned by Mr. Wright from other employment during the period the Company is required to make any severance payments. The agreement also provides that upon such a termination, Mr. Wright will be fully vested in all then-outstanding stock options and all then-outstanding restricted shares of stock of the Company and all such options shall remain exercisable until the earlier of (i) the first anniversary of the date of termination and (ii) the otherwise applicable normal expiration date of such option. In the event of a termination other than a termination by the Company without cause or a termination by Mr. Wright for good reason, Mr. Wright would receive only base salary and benefits earned through the date of termination.

Independent members of the Board of Directors negotiated the terms of the employment agreement with Mr. Wright. The Company and Mr. Wright were each represented by separate legal counsel for the purposes of negotiating the agreement. The Compensation Committee of the Board of Directors reviewed and approved the terms of the employment agreement subject to approval by the full Board of Directors. The Board of Directors subsequently reviewed the terms of the employment agreement and approved the recommendation of the Compensation Committee.

The employment agreement acknowledges that Mr. Wright is party to a Change in Control Agreement (explained in further detail below) and provides that in the event of termination for any reason following a change in control of the Company during the term of the Change in Control Agreement, the provisions of the Change in Control Agreement shall control and provide the exclusive means for determining severance benefits payable to Mr. Wright.

Payments To Be Made Upon a Change in Control

The Company has entered into Change in Control Agreements with each Named Executive Officer. Pursuant to these agreements, if an executive’s employment is terminated following a change in control (other than termination by the Company for cause or by reason of death or disability) or if the executive terminates his employment in certain circumstances defined in the agreement which constitute “good reason”, the Named Executive Officer will receive:

	•		the equivalent of 1.5 or two times the annual base salary and target incentive compensation for the year in which the date of termination falls (two times for Mr. Wright and 1.5 times for Messrs. Crudele, Ruta and Sandfort and Ms. Vella) payable in a lump sum, in cash;
	•		proration of the base salary and target incentive compensation for the year in which the date of termination occurs payable in a lump sum, in cash;
	•		provision of existing life, disability and medical benefits for a period of 18 months (or for Mr. Wright two years) beyond the date of termination; and
	•		the stock options outstanding at the date of termination will become fully vested and continue to be exercisable for a period of two years beyond the date of termination or, at the Company’s election, may be canceled upon lump sum payment of the cash equivalent of the excess of the fair market value of the related options. Further, each agreement provides for an additional “gross-up” payment to cover applicable excise tax and any federal, state, and local income and employment taxes related to the “gross- up” payment.
	•		the restricted stock outstanding at the date of termination will become fully vested or, at the Company’s election may be canceled upon lump sum payment of the cash equivalent of the fair market value of the related stock. Further, each agreement provides for an additional “gross-up” payment to cover applicable excise tax and federal, state, and local income and employment taxes related to the “gross-up” payment.

In the Change in Control Agreements, the Named Executive Officers have agreed to remain in the employ of the Company for at least six months following a change in control unless the Named Executive Officer resigns for good reason, dies, becomes disabled, retires or is terminated by the Company. In addition, each Named Executive Officer has agreed, for a period of one year following termination of employment by the Company, to not compete with the Company’s business, solicit or hire any of the Company’s employees, disparage the Company or disclose any confidential information or trade secrets of the Company.

Other than as noted above, the Change in Control Agreements for each of the Named Executive Officers are substantially similar and expire in June 2012.

Pursuant to the agreements, a change in control is deemed to occur upon (1) any person becoming the beneficial owner, directly or indirectly, of more than 30% of the combined voting power of the Company; or (2) any change in the majority of the Board of Directors during any two consecutive years during the term; or (3) consummation of a reorganization, merger or consolidation of the Company whereby more than 50% of the combined voting power of the then outstanding shares of the Company changes; or (4) a sale or disposition of all or substantially all of the assets of the Company (unless such sales do not result in a change in the proportional ownership existing immediately prior to such sale or disposition).

The following tables show potential payments to our Named Executive Officers under existing contracts, agreements, plans or arrangements, for various scenarios involving a change-in-control or termination of employment of each of our Named Executive Officers, assuming a December 27, 2008 termination date:

James F. Wright

										Voluntary
		Voluntary								Termination for
		Termination								Good Reason or				Involuntary
Executive Payments		or								Involuntary				Termination
Upon		Early				Normal				Termination				With				Change in				Death or
Termination		Retirement				Retirement				Without Cause				Cause				Control				Disability
Base salary (1)		$	—			$	—			$	1,858,500			$	—			$	1,858,500			$	—
Non-equity incentive (2)		$	—			$	—			$	1,213,795			$	—			$	2,430,367			$	—
Stock options and restricted stock (unvested and accelerated) (3)		$	—			$	—			$	1,289,943			$	—			$	1,289,943			$	1,289,943
Health and welfare benefits (4)		$	—			$	—			$	19,415			$	—			$	19,415			$	—
Life insurance benefits (5)		$	—			$	—			$	3,288			$	—			$	3,288			$	—
Outplacement services (6)		$	—			$	—			$	50,000			$	—			$	—			$	—
Tax gross-up		$	—			$	—			$	—			$	—			$	—			$	—