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                                                                   EXHIBIT 10.38
                                                                   -------------

                             SECOND AMENDMENT TO THE
                             TRACTOR SUPPLY COMPANY
                            2006 STOCK INCENTIVE PLAN


WHEREAS, Tractor Supply Company (the "Company") maintains the Tractor Supply
Company 2006 Stock Incentive Plan (the "Plan"); and

WHEREAS, pursuant to Section 14.1 of the Plan, the Board of Directors of the
Company (the "Board") may amend the Plan; and

WHEREAS, the Board desires to amend the Plan to revise the provisions in
Sections 4.2 and 14.3 of the Plan regarding adjustments in connection with a
recapitalization (or other similar event) to the shares granted thereunder.

NOW, THEREFORE, effective as of the date hereof, the Board hereby amends the
Plan as follows:

        1.      Section 4.2 of the Plan is amended to read as follows:

                4.2 ADJUSTMENTS. In the event that any dividend or other
                distribution (whether in the form of cash, Shares, other
                securities or other property), recapitalization, stock split,
                reverse stock split, reorganization, merger, consolidation,
                split-up, spin-off, combination, repurchase or exchange of
                Shares or other securities of the Company, issuance of warrants
                or other rights to purchase Shares or other securities of the
                Company, or other similar corporate transaction or event affects
                the Shares, then the Committee shall in an equitable and
                proportionate manner (and, with respect to Incentive Stock
                Options, in such equitable and proportionate manner as is
                consistent with Section 422 of the Code and the regulations
                thereunder and with respect to Awards to Covered Officers, in
                such equitable and proportionate manner as is consistent with
                Section 162(m) of the Code): (i) adjust any or all of (1) the
                aggregate number of Shares or other securities of the Company or
                its successor (or number and kind of other securities or
                property) with respect to which Awards may be granted under the
                Plan; (2) the number of Shares or other securities of the
                Company or its successor (or number and kind of other securities
                or property) subject to outstanding Awards under the Plan,
                provided that the number of Shares subject to any Award shall
                always be a whole number; (3) the grant or exercise price with
                respect to any Award under the Plan; and (4) the limits on the
                number of Shares that may be granted to Participants under the
                Plan in any calendar year; (ii) subject to Section 13, provide
                for an equivalent award in respect of securities of the
                surviving entity of any merger, consolidation or other
                transaction or event having a similar effect; or (iii) make
                provision for a cash payment to the holder of an outstanding
                Award.


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        2.      Section 14.3 of the Plan is amended to read as follows:

                14.3 ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL
                OR NONRECURRING EVENTS. The Committee is hereby authorized to
                make equitable and proportionate adjustments in the terms and
                conditions of, and the criteria included in, Awards in
                recognition of unusual or nonrecurring events (including,
                without limitation, the events described in SECTION 4.2 hereof)
                affecting the Company, any Subsidiary or Affiliate, or the
                financial statements of the Company or any Subsidiary or
                Affiliate, or of changes in applicable laws, regulations or
                accounting principals in accordance with the Plan.

IN WITNESS WHEREOF, the Board has caused this Amendment to the Tractor Supply
Company 2006 Stock Incentive Plan to be executed by its duly authorized
representative on this 8th day of February, 2007.