<PAGE>

                                                                     Exhibit 4.1

                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                             TRACTOR SUPPLY COMPANY

           (Under Sections 242 and 245 of the General Corporation Law)

         THE UNDERSIGNED, being the Chairman of the Board and Chief Executive
Officer of Tractor Supply Company, a Delaware corporation (the "Corporation"),
does hereby certify that:

         1.       The name of the Corporation is Tractor Supply Company. The
Corporation was originally incorporated under the name TSC Acquisition, Inc.

         2.       The Certificate of Incorporation of the Corporation was
originally filed with the Secretary of State of the State of Delaware on
December 2, 1982.

         3.       This Restated Certificate of Incorporation was duly adopted in
accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware by the written consent of the Board of
Directors and the stockholders of the Corporation pursuant to Sections 141(f)
and 228, respectively, of the General Corporation Law of the State of Delaware.

         4.       This Restated Certificate of Incorporation restates,
integrates and further amends the provisions of the Certificate of Incorporation
of the Corporation by (a) increasing the total number of shares of capital stock
which the Corporation shall have the authority to issue from 530,000 shares to
9,540,000 shares; (b) increasing the total number of shares of Common Stock
which the Corporation shall have the authority to issue from 500,000 shares to
9,500,000 shares, reflecting a 49.99655 to 1.0 stock split, pursuant to which
each holder of Common Stock prior to such stock split shall receive 49.99655
shares of Common Stock for each share of Common Stock previously held by him;
(c) increasing the total number of shares of Preferred Stock which the
Corporation shall have the authority to issue from 30,000 shares to 40,000
shares (of which 20,000 shares shall continue to be designated as "Series B
Preferred Stock"); (d) deleting in their entirety the supermajority voting
requirements set forth


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in Article FOURTH; and (e) providing that the board of directors shall be
divided into three classes of directors, with each class serving a staggered
three-year term. The text of the Restated Certificate of Incorporation of the
Corporation, as so restated, integrated and amended, shall read in its entirety
as follows:

         FIRST: NAME. The name of the Corporation is Tractor Supply Company.

         SECOND: REGISTERED OFFICE AND REGISTERED AGENT. The address of the
registered office of the Corporation in the State of Delaware is c/o The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

         THIRD: PURPOSE. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware. The Corporation shall possess and may exercise all
the powers and privileges granted by the General Corporation Law of the State of
Delaware or by any other law or this Certificate of Incorporation, together with
any powers incidental thereto, so far as such powers and privileges are
necessary or convenient to the conduct, promotion or attainment of the business
or purposes of the Corporation.

         FOURTH: CAPITAL STOCK. The total number of shares of stock which the
Corporation shall have authority to issue is 9,540,000 shares of capital stock,
of which 9,500,000 shares shall be of a class designated "Common Stock," par
value $.008 per share, and (b) 40,000 shares shall be of a class designated
"Preferred Stock," par value $1.00 per share (of which 20,000 shares shall be of
a series designated "Series B Preferred Stock"). The powers, preferences,
rights, qualifications, limitations and restrictions of or on the shares of the
capital stock of the Corporation are as follows:

         1.       Common Stock.

                  Each holder of Common Stock shall be entitled to vote at any
                  time on matters presented to the stockholders of the
                  Corporation for their approval, adoption or authorization and
                  shall have one vote for each share of Common Stock held of
                  record by him. Unless prevented by applicable law, all shares
                  of Common Stock shall vote as a single class on all matters
                  requiring the approval of the stockholders of the Corporation.


                                      -2-
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                  Each holder of Common Stock shall be entitled to dividends
                  ratably with all other shares of Common Stock outstanding
                  when, if and as such dividends are declared and paid. The
                  Corporation shall not make any payment on Common Stock, effect
                  any split of Common Stock, or allocate any benefit or
                  preference to Common Stock, except in proportion to the total
                  number of shares of Common Stock then outstanding.

         2.       Preferred Stock.

                  (A)      General.

                           (1)      The Preferred Stock may be issued from time
                  to time in one or more series of any number of shares,
                  provided that the aggregate number of shares issued and not
                  canceled of any and all such series shall not exceed the total
                  number of shares of Preferred Stock authorized herein.

                           (2)      Authority is hereby vested in the Board of
                  Directors of the Corporation to issue from time to time the
                  Preferred Stock as Preferred Stock of any series and, in
                  connection with the creation of each such series, to fix by
                  resolution or resolutions providing for the issuance of shares
                  thereof the voting rights, if any, the designations,
                  preferences and relative, participating, optional or other
                  special rights, and the qualifications, limitations or
                  restrictions, of such series to the full extent now or
                  hereafter permitted by this Restated Certificate of
                  Incorporation, applicable law and the rules and regulations of
                  the stock exchange or automated quotation system upon which
                  any of the Corporation's securities may from time to time be
                  listed or approved for quotation and trading, in respect of
                  the matters set forth in the following paragraphs (a) through
                  (e) inclusive:

                                    (a)      the liquidation value to which each
                           share shall be entitled and the preference, if any,
                           in relation to any other series or class of
                           securities of the Corporation;

                                    (b)      whether such shares shall be
                           convertible into Common Stock and if so, the ratio of
                           conversion expressed in whole and/or fractional
                           shares of Common Stock and the terms and conditions
                           thereof;

                                    (c)      whether there shall be voting
                           rights incident to such shares in addition to the
                           voting rights provided by law, and, if so, the terms
                           of such voting rights;

                                    (d)      whether such shares may be called
                           in and retired or be otherwise subject to redemption
                           (including redemption through the operation of a
                           sinking fund, purchase fund or retirement fund) and
                           if so, the terms and conditions thereof; and


                                      -3-
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                           (e)      the dividend, if any, for such shares,
                  together with the terms and conditions relating to the
                  declaration and payment of such dividend and the preference,
                  if any, in relation to any other series or class of securities
                  of the Corporation.

                  (3)      In addition to the foregoing, the Board of Directors
         may, in its discretion, assign to such Preferred Stock, in connection
         with each issuance thereof, such other terms, conditions, restrictions,
         limitations, rights and privileges as it may deem appropriate.

                  (B)      Series B Preferred Stock. The Series B Preferred
                  Stock has heretofore been established by the Board of
                  Directors of the Corporation as follows:

         "RESOLVED, that pursuant to the authority granted and vested in the
         Board of Directors of the Corporation in accordance with the provisions
         of the Restated Certificate of Incorporation of the Corporation, as
         amended, the Board of Directors does hereby provide for the creation
         and issuance of a series of the Preferred Stock of the Corporation and
         does hereby fix the designation and amount thereof and the voting
         powers, preferences and relative, participating, optional and other
         special rights, and qualifications, limitations and restrictions
         thereof, as follows:

                  1.       Designation and Amount. The shares of such series of
         Preferred Stock shall be designated as "Series B Preferred Stock" and
         the number of shares constituting such series shall be 20,000. The par
         value of such series shall be $1.00 per share. Such series shall be
         referred to herein as the "Series B Preferred Stock." All shares of
         Series B Preferred Stock shall have identical powers, preferences,
         rights, qualifications, limitations and restrictions.

                  2.       Rank. Except as permitted by Section 5(b) hereof, the
         Series B Preferred Stock shall, with respect to dividend rights and
         rights on liquidation, winding up and dissolution, rank prior to all
         classes of the Common Stock of the Corporation, par value $.008 per
         share (the "Common Stock"), and to all other equity securities of the
         Corporation (all such Common Stock and other equity securities of the
         Corporation being, collectively, the "Other Securities"), to the extent
         and as set forth herein.

                  3.       Dividends and Distributions.

                           (a)      Subject to Section 3(g) below, each holder
                  of shares of the Series B Preferred Stock shall be entitled to
                  receive when, as and if declared by the Board of Directors of
                  the Corporation out of funds legally available for the payment
                  of dividends, dividends payable in cash


                                      -4-
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                  or shares of stock of the Corporation. Dividends shall accrue
                  cumulatively on each outstanding share of Series B Preferred
                  Stock at a rate per annum (computed on the basis of a 365-day
                  year and on the actual number of days elapsed) on the Stated
                  Value of such share equal to the rate set forth below, and no
                  more, for the applicable period:

<TABLE>
<CAPTION>
                           Period                           Rate
                           <S>                              <C>
                           Date of Issue -                   8%
                           April 30, 1999

                           May 1, 1999 -                    10%
                           April 30, 2000

                           May 1, 2000 -                    11%
                           April 30, 2001

                           May 1, 2001 -                    12%
                           April 30, 2002

                           Thereafter                       13%
</TABLE>

                           (b)      Such dividends shall be payable in equal
                  semi-annual payments on each May 1 and November 1, commencing
                  on November 1, 1991 (each such date being a "Dividend Payment
                  Date"). Each such semi-annual dividend shall be fully
                  cumulative and shall accrue (whether or not declared, whether
                  or not in any dividend period or dividend periods the
                  Corporation shall have sufficient funds available for the
                  payment of required dividends and whether or not the
                  Corporation shall otherwise then have the power to declare or
                  pay dividends) from the first day of the semi-annual period in
                  which such dividend may be payable as herein provided, except
                  that with respect to the first semi-annual dividend on each
                  share of Series B Preferred Stock, such dividend shall accrue
                  from the date of issue of the Series B Preferred Stock. No
                  premium or additional amount of interest, or sum of money in
                  lieu of interest, shall be payable in respect of any Series B
                  Preferred Stock dividend payment or payments which may be in
                  arrears. All dividend payments on the Series B Preferred Stock
                  shall be made in cash, except that, to the extent permitted by
                  the General Corporation Law of the State of Delaware (the
                  "GCL"), in lieu of payment in cash, dividend payments may be
                  made, in the sole discretion of the Board of Directors of the
                  Corporation, by the Corporation issuing additional fully paid
                  and nonassessable shares of Series B Preferred Stock, or
                  fraction thereof, at the rate of one share for each $1,000 of
                  such dividend not paid in cash.


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                  The issuance of such additional shares shall, along with any
                  payments in cash, constitute full payment of such dividend.

                  Any shares of Series B Preferred Stock issued in payment of
                  dividends shall be entitled to receive and be paid dividends
                  with all other shares of Series B Preferred Stock at the time
                  outstanding, commencing on the next following Dividend Payment
                  Date.

                           (c)      All dividends paid with respect to shares of
                  Series B Preferred Stock pursuant to this Section 3 shall be
                  paid cumulatively to the holders of record on the record date
                  for any dividend declared thereon, without regard to the
                  record ownership of any shares on any prior Dividend Payment
                  Date and shall be paid pro rata to the holders entitled
                  thereto.

                           (d)      Except as permitted by Section 5(b) hereof,
                  (i) each holder of shares of the Series B Preferred Stock
                  shall be entitled to receive the dividends specified in this
                  Section 3 in preference to and in priority over any dividends
                  on any of the Other Securities and (ii) so long as any shares
                  of the Series B Preferred Stock are outstanding, the
                  Corporation shall not declare, pay or set apart for payment
                  any dividend on, or directly or indirectly purchase or incur
                  any mandatory redemption, sinking fund or other similar
                  obligation in respect of, any of the Other Securities or any
                  warrants, rights, calls or options exercisable for or
                  convertible into any of the Other Securities, or make any
                  distribution in respect thereof, either directly or
                  indirectly, whether in cash or obligations of the Corporation
                  or other property, unless prior to or concurrently with such
                  declaration, payment, setting apart for payment, purchase,
                  redemption or distribution, as the case may be, (A) the
                  Corporation shall have paid all accrued and unpaid dividends
                  on the Series B Preferred Stock not paid on the Dividend
                  Payment Dates and (B) the Corporation shall then be in
                  compliance with all of its other obligations relating to the
                  Series B Preferred Stock.

                           (e)      Each fractional share of Series B Preferred
                  Stock outstanding shall be entitled to a ratably proportionate
                  amount of all dividends accruing with respect to each
                  outstanding share of Series B Preferred Stock pursuant to this
                  Section 3. All such dividends on such outstanding fractional
                  shares shall accrue and be payable in the same manner and at
                  the same times as such dividends on such outstanding shares of
                  Series B Preferred Stock.

                           (f)      All dividends accrued or issued under this
                  Section 3 shall be rounded to the nearest cent or one
                  hundredth (1/100) of a share, as the case may be. Any
                  provision of this Section 3 to the contrary


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         notwithstanding, no adjustment in any dividend shall be made if the
         amount of such adjustment would be less than one cent ($.01) or one
         hundredth (1/100) of a share, as the case may be, but any such amount
         shall be carried forward and an adjustment with respect thereto shall
         be made at the time that such amount, together with any other amount or
         amounts so carried forward, shall aggregate one cent ($.01) or one
         hundredth (1/100) of a share, as the case may be, or more.

                  (g)      Notwithstanding any other provision of this Section
         3, the Corporation shall not pay dividends on or with respect to the
         Series B Preferred Stock on any Dividend Payment Date to the extent
         that the payment of such dividends on such Dividend Payment Date would
         constitute or result in a default by the Corporation under any
         agreement for borrowed money, promissory note or other debt instrument
         to which the Corporation is a party or by which it is bound, provided
         that all such unpaid dividends shall be accrued in accordance with
         Section 3(b) above.

         4.       Liquidation, Sale, etc.

                  (a)      In the event of any voluntary or involuntary
         liquidation, distribution of assets (other than the payment of
         dividends), dissolution or winding-up of the Corporation (collectively,
         a "Liquidation"), the holders of the Series B Preferred Stock shall be
         entitled to receive out of assets of the Corporation available for
         distribution to its stockholders an amount in cash equal to $1,000 for
         each share of Series B Preferred Stock outstanding plus an amount in
         cash equal to all accrued and unpaid dividends payable to them pursuant
         to Section 3 hereof, if any. Except as permitted by Section 5(b)
         hereof, no payments shall be made and no assets shall be distributed to
         the holders of any shares of any Other Securities upon Liquidation
         unless all of the holders of the Series B Preferred Stock shall have
         received payment of the full amount so due. If the assets of the
         Corporation shall be insufficient to pay in full such preferential
         amounts, then such assets shall be distributed among the holders of the
         Series B Preferred Stock ratably in accordance with the respective
         amounts which would be payable on such shares if all amounts payable
         thereon were paid in full. For purposes of this Section 4, the sale,
         lease, conveyance, exchange or transfer (for cash, shares of stock,
         securities or other consideration) of all or substantially all of the
         property or assets of the Corporation and the consolidation or merger
         of the Corporation with or into any other corporation shall be deemed a
         Liquidation within the meaning of this Section 4.

                  (b)      The Board of Directors of the Corporation shall not
         enter into or approve any contract or agreement providing for,
         consummate any transaction involving, or otherwise cause or permit to
         occur, any


                                      -7-
<PAGE>

         acquisition of the Corporation by one or more Persons by way of
         consolidation or merger (resulting in the exchange of the outstanding
         shares of capital stock of the Corporation for cash, securities or
         other property), or any sale or lease of all or substantially all of
         the property or assets of the Corporation (any such acquisition, lease
         or sale being an "Event"), unless such contract, agreement or
         transaction provides that any distribution of cash, securities or other
         property made pursuant to the terms of such Event shall first be made
         to or set apart for holders of shares of the Series B Preferred Stock
         in an amount equal in value (in the case of securities or other
         property, as determined in good faith by the Board of Directors of the
         Corporation) to (i) $1,000 for each share of Series B Preferred Stock
         outstanding plus (ii) all accrued and unpaid dividends, if any on the
         shares of Series B Preferred Stock held by them; provided, that the
         rights of the holders of shares of the Series B Preferred Stock to
         receive any such cash, securities or other property pursuant to this
         Section 4(b) shall be subject to the consummation of such Event.

                  (c)      The liquidation payment with respect to each
         outstanding fractional share of Series B Preferred Stock shall be equal
         to a ratably proportionate amount of the liquidation payment with
         respect to each outstanding share of Series B Preferred Stock.

         5.       Voting.

                  (a)      Except as hereinafter provided in this Section 5 or
         as expressly required by the GCL or other applicable law, the holders
         of shares of Series B Preferred Stock shall not be entitled to vote
         their shares with respect to any matter brought before the stockholders
         (or any class of stockholders) of the Corporation.

                  (b)      So long as any shares of the Series B Preferred Stock
         are outstanding, the Corporation shall not, without the consent of the
         holders of at least a majority of the shares of Series B Preferred
         Stock then outstanding, voting separately as a class (which consent
         shall be given in writing or by vote at a meeting of stockholders
         called for such purpose for which notice shall have been given to the
         holders of the Series B Preferred Stock):

                           (i)      in any manner amend, alter or repeal any
                  provision hereof or of the Restated Certificate of
                  Incorporation or By-laws of the Corporation so as to affect
                  adversely the designations, powers, preferences, rights,
                  qualifications, limitations or restrictions of the Series B
                  Preferred Stock;


                                      -8-
<PAGE>

                           (ii)     create, authorize or issue (other than as
                  contemplated herein) any class or series of capital stock, or
                  reclassify any shares of any class or series of capital stock
                  into shares of any class or series of capital stock, (A) on a
                  parity with or having priority over the Series B Preferred
                  Stock or (B) affecting adversely the Series B Preferred Stock
                  or the holders thereof;

                           (iii)    increase the authorized number of shares of
                  Series B Preferred Stock (except as may be necessary to permit
                  the payment of one or more stock dividends pursuant to Section
                  3 hereof) or reclassify any shares of the Series B Preferred
                  Stock; or

                           (iv)     consolidate with or merge with or into any
                  other corporation or sell, lease, transfer or otherwise
                  dispose of all or substantially all of its assets.

                  (c)      (i) If at any time a dividend on the Series B
         Preferred Stock shall be accrued and unpaid in whole or in part on a
         Dividend Payment Date, and such dividend shall remain unpaid in whole
         or in part for more than 45 days following such Dividend Payment Date,
         then, during the period commencing on the day following the end of such
         45-day period and ending on the earlier of (A) the date on which all
         accrued and unpaid dividends on the Series B Preferred Stock shall have
         been paid and (B) the date on which a Change in Control (as defined in
         Section 5(d) below) shall have occurred (each such period being a
         "Default Period"), the Corporation shall not, and shall not permit any
         Subsidiary to, directly or indirectly, without the consent of the
         holders of at least a majority of the shares of Series B Preferred
         Stock then outstanding, voting separately as a class (which consent
         shall be given in writing or by vote at a meeting of stockholders
         called for such purpose for which notice shall have been given to the
         holders of the Series B Preferred Stock):

                           (1)      (a) make or own any Investment, (b) purchase
                  or otherwise acquire any assets other than assets used in the
                  ordinary course of business, or (c) become liable for any
                  liability or obligation of any other Person (including,
                  without limitation, by way of a guaranty), except that:

                                    (x)      the Corporation may make and
                           continue to own Permitted Investments;


                                    (y)      the Corporation may continue to own
                           Investments in any Subsidiary, or any capital stock
                           of any


                                      -9-
<PAGE>

                           other Person, outstanding on the day prior to such
                           Dividend Payment Date; and

                                    (z)      the Corporation may remain liable
                           for any liability or obligation of another Person to
                           the extent that such liability of the Corporation was
                           outstanding on the day prior to such Dividend Payment
                           Date;

                           (2)      declare, order, pay, make or set apart for
                  payment any Restricted Payment;

                           (3)      make Capital Expenditures aggregating in
                  excess of $300,000;

                           (4)      take any action, including, without
                  limitation, with respect to the capitalization of the
                  Corporation, which would have the effect, directly or
                  indirectly, of reducing the funds then or thereafter legally
                  available for the payment of dividends on or redemption of the
                  Series B Preferred Stock;

                           (5)      enter into any contractual or other
                  commitment, arrangement or transaction with any Affiliate
                  (other than a holder of Series B Preferred Stock), including,
                  without limitation, the purchase, sale or exchange of property
                  or the rendering of any service to any Affiliate (other than a
                  holder of Series B Preferred Stock), other than (a) upon terms
                  which are fair and reasonable, in the good faith judgment of
                  the Board of Directors of the Corporation, and no less
                  favorable to the Corporation or to any Subsidiary than it
                  would obtain in a comparable arms-length transaction with a
                  Person not an Affiliate; and (b) the payments and actions
                  permitted under the terms of Section 9(a)(x) hereof;

                           (6)      make any optional prepayment in respect of
                  any Indebtedness; or

                           (7)      agree to take any of the actions referred to
                  in clauses (1) through (6) above.

                                    (ii)     Upon the termination of any Default
                           Period existing from time to time, the covenants set
                           forth in clauses (1) through (7) above shall
                           thereafter be of no further force or effect, subject
                           to renewal from time to time upon the same terms and
                           conditions as are set forth in Section 5(c)(i) above.


                                      -10-
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                  (d)      (i) During the duration of any of the periods of time
         described in clauses (A) or (B) below (each such period being a
         "Special Voting Period"), the holders of the Series B Preferred Stock,
         voting separately as a class, shall be entitled to elect the smallest
         number of directors which will constitute a majority of the Board of
         Directors of the Corporation (each such election being a "Change in
         Control") and the holders of the other classes of the capital stock of
         the Corporation entitled to vote on the election of directors shall be
         entitled to elect the remaining members of the Board of Directors:

                           (A)      If at any time dividends on the Series B
                  Preferred Stock shall be accrued and unpaid in whole or in
                  part for two or more consecutive Dividend Payment Dates, and
                  such dividends shall remain unpaid in whole or in part for
                  more than 30 days following the second such Dividend Payment
                  Date, then a Special Voting Period shall commence on the day
                  after such 30-day period and shall continue until the date on
                  which all accrued and unpaid dividends on the Series B
                  Preferred Stock shall have been paid in full.

                           (B)      If any shares of the Series B Preferred
                  Stock shall be outstanding after April 30, 2003, then a
                  Special Voting Period shall commence on May 1, 2003 and shall
                  continue until the Corporation shall have redeemed all of the
                  outstanding shares of Series B Preferred Stock in accordance
                  with Section 7 hereof.


                                    (ii)     Upon termination of all Special
                           Voting Periods existing from time to time, the rights
                           of the holders of the Series B Preferred Stock to
                           elect a majority of the Board of Directors pursuant
                           to this Section 5(d) shall cease, subject to renewal
                           from time to time upon the same terms and conditions
                           as are set forth in this Section 5(d).

                                    (iii)    At any time after the voting power
                           to elect a majority of the Board of Directors (such
                           directors sometimes hereinafter referred to as the "B
                           Directors") shall have become vested in the holders
                           of the Series B Preferred Stock pursuant to this
                           Section 5(d), the Chairman or President of the
                           Corporation may, and upon the request of the holders
                           of at least ten percent (10%) of the Series B
                           Preferred Stock then outstanding addressed to him at
                           the principal office of the Corporation shall, call a
                           special meeting for the election of directors by the
                           holders of each class of the capital stock of the
                           Corporation


                                      -11-
<PAGE>

                           entitled to vote for the election of directors, to be
                           held at such place and upon such notice (but not more
                           than 60 days' notice) as is provided in the By-laws
                           of the Corporation for the holding of special
                           meetings of stockholders. If such meeting shall not
                           be so called within 30 days after delivery of such
                           request to the principal office of the Corporation,
                           then the record holders who requested such meeting
                           may, at the expense of the Corporation, call such
                           meeting at the place and upon the notice above
                           provided, and for such purpose shall have access to
                           the stock books and records of the Corporation.

                           At any meeting so called and at any annual meeting
                           held while the holders of the Series B Preferred
                           Stock have the voting power to elect a majority of
                           the Board of Directors, the holders of a majority of
                           the then outstanding Series B Preferred Stock,
                           present in person or by proxy, shall be sufficient to
                           constitute a quorum for the election of B Directors
                           as herein provided. The terms of office of all
                           persons who are directors of the Corporation at the
                           time of such meeting shall terminate upon the
                           election at such meeting by the holders of the Series
                           B Preferred Stock of B Directors, and the persons so
                           elected as B Directors by the holders of the Series B
                           Preferred Stock, together with such persons, if any,
                           as may be elected as directors by the holders of the
                           other classes of the capital stock of the Corporation
                           entitled to vote on the election of directors, shall
                           constitute the duly elected directors of the
                           Corporation. Notwithstanding the foregoing provisions
                           of this clause (iii) to the contrary, such election
                           of B Directors may be effected without a meeting of
                           stockholders, without prior notice and without a vote
                           if such stockholders shall consent in writing to such
                           election of directors in accordance with the
                           provisions of Section 228 (or any successor
                           provision) of the GCL as then in effect.

                           (iv)     Whenever the holders of the Series B
                  Preferred Stock shall be divested of such voting power
                  pursuant to Section 5(d)(ii) above, the term of office of the
                  directors elected by such holders shall forthwith terminate
                  without further action, and the term of office of all other
                  persons who are at the time directors of the Corporation shall
                  terminate upon the election of their successors by the holders
                  of each class of the capital stock of the


                                      -12-
<PAGE>

                           Corporation (other than the Series B Preferred Stock)
                           entitled to vote on the election of directors.

                           (e)      In all cases where the holders of shares of
                  Series B Preferred Stock have the right to vote separately as
                  a class, each such holder shall be entitled to one vote for
                  each such share held by him.

         6.       Retirement of Shares. Shares of the Series B Preferred Stock
which have been issued and subsequently repurchased or reacquired in any manner
by the Corporation shall become authorized and unissued shares of preferred
stock but shall not be reissued as shares of Series B Preferred Stock.

         7.       Redemption of Series B Preferred Stock.

                  (a)      Redemption. Subject to Section 7(f) below, at any
         time and from time to time after the fifth anniversary of the date of
         issuance of the Series B Preferred Stock, the Corporation may, at its
         option, repurchase all or any part (in a minimum amount of 1,500
         shares) of the shares of Series B Preferred Stock then outstanding
         (each such purchase being a "Redemption") at a price per share (the
         "Redemption Price") equal to the sum of (i) $1,000 and (ii) all accrued
         and unpaid dividends thereon to but excluding the date fixed by the
         Corporation for such redemption (the "Redemption Date").

                  (b)      Redemption Notice.

                           (i)      The Corporation may cause a Redemption by
                  giving written notice thereof (a "Redemption Notice") to all
                  of the registered holders of shares of the Series B Preferred
                  Stock at least 15 (but not more than 90) days prior to the
                  Redemption Date. The Redemption Notice shall specify the
                  Redemption Date, the time and place of the closing of such
                  Redemption (the "Closing"), the number of shares of Series B
                  Preferred Stock to be redeemed (the "Redemption Shares"), and
                  the Redemption Price to be paid therefor. The Corporation
                  shall deliver the Redemption Notice to each holder of Series B
                  Preferred Stock at the address shown on the Corporation's
                  record of stockholders.

                           (ii)     If the Redemption Notice is delivered
                  personally against proper receipt or by confirmed telefax or
                  telex, it shall be effective upon delivery; If it is delivered
                  by certified or registered mail, return receipt requested,
                  with postage prepaid, by Federal Express or similar courier
                  service with courier fees paid by the Corporation or by
                  telegraph or cable, it shall be effective two business days
                  following the date when mailed, couriered, telegraphed or
                  cabled, as the case may be.


                                      -13-
<PAGE>

                                    (iii)    Notwithstanding the prior delivery
                           of a Redemption Notice, the Corporation may elect
                           not to consummate a Redemption by giving written
                           notice (in any manner permitted by clause (ii)
                           above) of such election to all of the holders of
                           Series B Preferred Stock at least 10 days prior to
                           the scheduled Redemption Date. If such notice is
                           properly and timely given, the Corporation and such
                           holders shall be relieved of their respective
                           obligations with respect to such (but only such)
                           Redemption.

                  (c)      Closing of Redemption. At the Closing, each holder of
         shares of Series B Preferred Stock shall sell his Redemption Shares to
         the Corporation, free and clear of any and all Liens, other than those
         imposed hereby or by applicable federal or state securities laws, and
         shall deliver to the Corporation the certificate or certificates
         representing such Redemption Shares, duly endorsed in blank or
         accompanied by stock powers or other instruments of transfer duly
         executed in blank, with all requisite stock transfer stamps, if any,
         affixed thereto, against tender by the Corporation of payment of the
         Redemption Price therefor. The Corporation shall make such payment by
         certified or bank cashier's check or by wire transfer to an account
         designated by such holder to the Corporation at least three business
         days prior to the Redemption Date.

                  (d)      Redemption Allocation. In case only a part of the
         Series B Preferred Stock at the time outstanding is to be redeemed, the
         shares to be redeemed shall be allocated among all of the holders of
         record of the Series B Preferred Stock on the date such redemption is
         declared in proportion to their respective holdings.

                  (e)      Effect of Redemption. If (i) the Corporation shall
         have given the Redemption Notice in the manner described above, (ii)
         the Corporation shall have set apart all funds necessary to pay the
         Redemption Price for all shares of the Series B Preferred Stock to be
         redeemed, (iii) all such funds shall be available for the sole purpose
         of paying the amount due for all shares of the Series B Preferred

         Stock to be redeemed, and (iv) the Corporation shall have tendered
         payment of the Redemption Price contingent only upon surrender of the
         stock certificate or certificates evidencing the shares of Series B
         Preferred Stock to be redeemed, duly endorsed to the Corporation; then,
         from and after the Redemption Date, the shares of Series B Preferred
         Stock to be redeemed pursuant to the Redemption Notice shall be deemed
         to no longer be outstanding, and all rights with respect to such shares
         shall forthwith cease, except the right of the former holders thereof
         to receive the Redemption Price therefor, without interest.

                  (f)      Corporation Prohibited by Law or Otherwise.
         Notwithstanding any other provision hereof to the contrary, the
         Corporation shall not repurchase shares of the Series B Preferred Stock
         to the extent that it does not have funds legally available therefor or
         if such Redemption is prohibited by, or counsel to the Corporation
         reasonably believes that such Redemption is prohibited by, or would
         constitute or result in a default under, any applicable federal or
         state law, rule or regulation or any


                                      -14-
<PAGE>

         agreement, promissory note or debt instrument to which the Corporation
         is a party or by which it is bound.

         8.       No Conversion Right. The Series B Preferred Stock shall not be
convertible into Common Stock.

         9.       General Provisions.

                  (a)      As used herein:

                           (i)      The term "Affiliate" means any Person
                  controlling, controlled by or under common control with the
                  Corporation. For purposes of this definition, "control" when
                  used with respect to any Person means the power to direct the
                  management and policies of such Person, directly or
                  indirectly, whether through the ownership of voting
                  securities, by contract or otherwise, and the terms
                  "controlling" and "controlled" have meanings correlative to
                  the foregoing.

                           (ii)     The term "Capital Expenditures" means, for
                  any period, the aggregate of all expenditures, including
                  obligations under capital leases (as determined in accordance
                  with GAAP), of the Corporation and its Subsidiaries taken as a
                  whole during such period that, in conformity with GAAP, are
                  required to be capitalized and reflected in the property,
                  plant and equipment or similar fixed asset accounts on the
                  consolidated balance sheet of the Corporation.

                           (iii)    The term "GAAP" means generally accepted
                  accounting principles as in effect in the United States as of
                  the time and for the period as to which such accounting
                  principles are to be applied.

                           (iv)     The term "Indebtedness" means, as applied to
                  any Person, (A) any indebtedness for borrowed money which such
                  Person has directly or indirectly created, incurred or
                  assumed, (B) all obligations secured by any Lien on any
                  property or asset owned or held by such Person subject
                  thereto, whether or not the obligations secured thereby shall
                  have been assumed, (C) any indebtedness of the character
                  referred to in clauses (A) or (B) of this definition deemed
                  extinguished under GAAP but for which such Person remains
                  legally liable, and (D) all liabilities and obligations of
                  others with respect to which such Person has become liable or
                  obligated (including, without limitation, by way of a
                  guaranty).

                           (v)      The term "Investment" means, as applied to
                  any Person, any direct or indirect purchase or other
                  acquisition by such Person of the capital stock or other
                  securities of any other Person, or any direct or indirect
                  loan, advance (other than advances to employees or consultants
                  for moving and travel expenses, drawing accounts and similar
                  expenditures in the ordinary course of business) or capital
                  contribution by such Person to any other Person, including


                                      -15-
<PAGE>

                  all Indebtedness and accounts receivable from such other
                  Person which are not current assets or did not arise from
                  sales to such other Person in the ordinary course of business.

                           (vi)     The term "Lien" means, as applied to any
                  Person, any mortgage, lien, pledge, adverse claim, charge,
                  security interest or other encumbrance existing on such date
                  in or on, or any interest or title existing on such date of
                  any vendor, lessor, lender or other secured party to or of
                  such Person under any conditional sale or other title
                  retention agreement or capital lease (which is classified and
                  accounted for as such in accordance with GAAP) with respect
                  to, any property or asset of such Person, or the signing or
                  filing of any financing statement which names such Person as
                  debtor, or the signing of any then-effective security
                  agreement authorizing any other party as the secured party
                  thereunder to file any financing statement.

                           (vii)    The term "outstanding", when used with
                  reference to shares of stock, means issued shares, excluding
                  shares held by the Corporation.

                           (viii)   The term "Permitted Investments" means (A)
                  marketable direct obligations issued or unconditionally
                  guaranteed by the United States of America and maturing within
                  one year from the date of acquisition thereof by the
                  Corporation, (B) time deposits or certificates of deposit of a
                  domestic bank having a capital surplus and undivided profits
                  of at least $100,000,000; provided, that the aggregate amount
                  of such deposits shall not exceed $5,000,000 at any time, (C)
                  commercial paper of a domestic issuer rated either A1 or
                  better by Standard & Poor's Corporation or P1 or better by
                  Moody's Investors Service, Inc. and maturing within 270 days
                  from the date of acquisition thereof by the Corporation, and
                  (D) shares or other interests in any investment company which
                  invests only in investments of the type specified in clauses
                  (A) through (C) above; provided, that the aggregate amount
                  permitted by this clause (D) shall not at any time exceed
                  $2,500,000.

                           (ix)     The term "Person" means any corporation,
                  partnership, trust, organization, association or other entity
                  or individual.

                           (x)      The term "Restricted Payment" means, as
                  applied to any Person (A) any redemption, retirement, purchase
                  or other acquisition, direct or indirect, of any shares of the
                  capital stock of such Person then outstanding, or of any
                  warrants, rights or options to acquire any shares of capital
                  stock, or any inducements to any other Person to acquire, vote
                  or sell, or to abstain from acquiring, voting or selling,
                  shares of the capital stock of such Person, except any
                  redemption or purchase of shares of the Series B Preferred
                  Stock pursuant to Section 7 hereof or of any class or series
                  of capital stock created, authorized or issued pursuant to
                  Section 5(b)(ii) hereof; and (B) any direct or indirect loan,
                  extension of credit or advance (other than advances to
                  employees and


                                      -16-
<PAGE>

                  consultants for moving and travel expenses, drawing accounts
                  and similar expenditures in the ordinary course of business)
                  to any Person directly or indirectly holding any shares of
                  stock of such Person.

                           (xi)     The term "Stated Value" means, with respect
                  to a share of Series B Preferred Stock, $1,000.

                           (xii)    The term "Subsidiary" means any corporation,
                  the majority of the voting stock of which is owned, directly
                  or indirectly through one or more Subsidiaries, by the
                  Corporation.

                  (b)      All shares of Series B Preferred Stock which may be
         issued on a Dividend Payment Date in lieu of payment in cash will, upon
         issuance by the Corporation, be duly and validly issued, fully paid and
         nonassessable, free from all taxes and Liens with respect to the
         issuance thereof, and the Corporation shall take no action which will
         cause a contrary result.

                  (c)      The headings contained herein are for convenience of
         reference only and shall not define, limit or otherwise affect in any
         way the meaning or interpretation of any of the terms or provisions
         hereof.

         FURTHER RESOLVED, that the Corporation hereby reserves, at all times so
long as any shares of the Series B Preferred Stock shall remain outstanding,
free from preemptive rights, out of its treasury stock or its authorized but
unissued shares of Series B Preferred Stock, or both, a sufficient number of
shares of Series B Preferred Stock to provide for any and all dividend payments
to be made by the Corporation issuing additional fully paid and nonassessable
shares of Series B Preferred Stock in lieu of payment in cash."

         FIFTH: MANAGEMENT OF THE AFFAIRS OF THE CORPORATION. The following
provisions relate to the management of the business and the conduct of the
affairs of the Corporation and are inserted for the purpose of creating,
defining, limiting and regulating the powers of the Corporation and its
directors and stockholders:

                  1.       The management of the business and the conduct of the
         affairs of the Corporation shall be vested in its Board of Directors.
         The number of directors which shall constitute the whole Board of
         Directors shall be fixed exclusively by one or more resolutions adopted
         from time to time by the Board of Directors.

         The Board of Directors shall be divided into three classes designated
         as Class I, Class II, and Class III, respectively. Directors shall be
         assigned to each class in accordance with one or more resolutions
         adopted by the Board of Directors. At the first annual meeting of
         stockholders following the date of this Restated Certificate of
         Incorporation (the "Effective Date"), the term of office of the Class I
         directors shall expire and the Class I directors shall be elected for a
         full term of three years. At the second annual meeting of stockholders
         following the Effective Date, the term of office of the Class II


                                      -17-
<PAGE>

         directors shall expire and the Class II directors shall be elected for
         a full term of three years. At the third annual meeting of stockholders
         following the Effective Date, the term of office of the Class III
         directors shall expire and the Class III directors shall be elected for
         a full term of three years. At each succeeding annual meeting of
         stockholders, directors shall be elected for a full term of three years
         to succeed the directors of the class whose terms expire at such annual
         meeting.

         Notwithstanding the foregoing provisions of this Article, each director
         shall serve until his or her successor is duly elected and qualified or
         until his or her death, resignation or removal. No decrease in the
         number of directors constituting the Board of Directors shall shorten
         the term of any incumbent director.

                  Any vacancies on the Board of Directors resulting from death,
         resignation, disqualification, removal or other causes shall be filled
         by the affirmative vote of a majority of the remaining directors then
         in office, even though less than a quorum of the Board of Directors.
         Newly created directorships resulting from any increase in the number
         of directors shall, unless the Board of Directors determines by
         resolution that any such newly created directorship shall be filled by
         the stockholders, be filled only by the affirmative vote of the
         directors then in office, even though less than a quorum of the Board
         of Directors. Any director elected in accordance with the preceding
         sentence shall hold office for the remainder of the full term of the
         class of directors in which the new directorship was created or the
         vacancy occurred and until such director's successor shall have been
         elected and qualified.

         2.       In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter, amend
or repeal the Bylaws of the Corporation.

         3.       The election of directors of the Corporation need not be by
written ballot.

         4.       No action shall be taken by the stockholders of the
Corporation except (i) at an annual or special meeting of the stockholders
called in accordance with the Bylaws of the Corporation or (ii) by written
consent without a meeting made in accordance with the Bylaws.

         5.       Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner provided in the
Bylaws of the Corporation.

         6.       Any director, or the entire Board of Directors, may be removed
from office at any time (i) with cause (as defined in the Bylaws of the
Corporation) by the affirmative vote of the holders of at least a majority of
the voting power of all of the then-outstanding shares of the voting stock of
the Corporation entitled to vote generally in the election of directors (the
"Voting Stock"), voting together as a single class at a duly called meeting of
stockholders; or (ii) with or without cause by the affirmative vote of at least
a majority of the members of the


                                      -18-
<PAGE>

Board of Directors then in office except the director or directors whose removal
is being considered.

         SIXTH: REORGANIZATION. Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them and/or between
this corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this corporation
under the provisions of ss.291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of ss.279 of Title 8 of the Delaware
Code order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as the
case may be, agrees to any compromise or arrangement and to any reorganization
of this corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

         SEVENTH: LIMITATION OF LIABILITY OF DIRECTORS. No director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of his fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware is amended after the date
hereof to authorize corporate action further eliminating or limiting the
liability of directors, then the liability of each director of the Corporation
shall automatically be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended. Any repeal
or modification of the provisions of this Article SEVENTH shall not adversely
affect any right or protection of a director of the Corporation existing
pursuant to this Article SEVENTH at the time of such repeal or modification.

         EIGHTH: AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION. The
Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Restated Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, except as provided in Article NINTH of this
Restated Certificate of Incorporation, and all rights conferred upon the
stockholders herein are granted subject to this right.

         NINTH: AMENDMENT OF ARTICLES FIFTH AND EIGHTH. Notwithstanding any
other provision of this Restated Certificate of Incorporation or any provision
of law which


                                      -19-
<PAGE>

might otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series of the Voting
Stock required by law, this Restated Certificate of Incorporation or any
Preferred Stock Designation, the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the
then-outstanding shares of the Voting Stock, voting together as a single class,
shall be required to amend, alter, change or repeal any provision of Articles
FIFTH or EIGHTH of this Restated Certificate of Incorporation.


                                      -20-
<PAGE>

         IN WITNESS WHEREOF, the undersigned has executed this Restated
Certificate of Incorporation as of the 14th day of February, 1994.

                                          TRACTOR SUPPLY COMPANY



                                          By: /s/ Joseph H. Scarlett, Jr.
                                              ---------------------------------
                                              Joseph H. Scarlett, Jr.
                                              Chairman of the Board and
                                              Chief Executive Officer

ATTEST:



/s/ Michael J. Kincaid
-----------------------------
Michael J. Kincaid
Secretary


                                      -21-