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                                                                    EXHIBIT 99.1

                             (CRACKER BARREL LOGO)

      FOR IMMEDIATE RELEASE                 CONTACT: JULIE DAVIS AT 615-443-9266
                                                               CELL 615-308-0271


            CRACKER BARREL OLD COUNTRY STORE, INC. REACHES AGREEMENT
            WITH U.S. DEPARTMENT OF JUSTICE ON PROCEDURES TO ADDRESS
                            CLAIMS OF DISCRIMINATION


         LEBANON, Tenn., May 3, 2004 - Cracker Barrel Old Country Store, Inc.
("Cracker Barrel") today announced that it has reached an agreement with the
U.S. Department of Justice to implement procedures designed to address and
prevent claims of customer discrimination. The agreement is set forth in a
consent order that does not involve any payment of money by the company and
details plans that build upon existing Cracker Barrel initiatives designed to
strengthen the company's ability to prevent, detect and, when necessary,
effectively address any perceived racial discrimination.

         The agreement is not an admission of wrongdoing by the company, and
wrongdoing is expressly denied by Cracker Barrel. Its policies clearly forbid
such behavior. The agreement includes provisions prohibiting customer
discrimination in violation of Title II of the Civil Rights Act of 1964. It
outlines plans for expanded diversity training programs for managers and
employees, a third-party testing program at restaurants, an independent auditor
to monitor activities implementing the plan, expanded procedures to investigate
guest complaints, and public posting of the company's equal treatment policies.
A copy of the consent order has been filed with the Securities and Exchange
Commission.

         "We do not tolerate any form of discrimination. It is, and always has
been, a violation of our policies and procedures and is neither condoned nor
allowed," said Donald M. Turner, President and Chief Operating Officer of
Cracker Barrel Old Country Store, Inc. "This agreement builds upon many of the
programs and activities Cracker Barrel already has initiated and is currently
implementing system-wide. We are pleased that after extensive discussions with
the Department of Justice, we were able to reach agreement based on our shared
goals of fair treatment and equitable service for all guests."

         The agreement concludes the Department's review of the company's
anti-discrimination policies and procedures, and allows both sides to avoid
time-consuming and costly litigation, Turner said. Although this agreement does
not resolve certain pending lawsuits by individuals, last year a federal judge
refused to grant class action status to those claims and there is no appeal
pending. Turner added, "We deny that any discrimination occurred against those
customers, and the company will continue to defend itself vigorously against
those claims."

                                    - more -






CRACKER BARREL
ADD 1


         Cracker Barrel Old Country Store, Inc. operates 497 company-owned
restaurants and retail stores in 41 states. The company is a wholly owned
subsidiary of the publicly held CBRL Group, Inc. (Nasdaq: CBRL).

         Except for specific historical information, many of the matters
discussed in this press release may express or imply projections of revenues or
expenditures, statements of plans and objectives or future operations or
statements of future economic performance. These, and similar statements are
forward-looking statements concerning matters that involve risks, uncertainties
and other factors which may cause the actual performance of CBRL Group, Inc. and
its subsidiaries to differ materially from those expressed or implied by this
discussion. All forward-looking information is provided by the Company pursuant
to the safe harbor established under the Private Securities Litigation Reform
Act of 1995 and should be evaluated in the context of these factors.
Forward-looking statements generally can be identified by the use of
forward-looking terminology such as "assumptions", "target", "guidance",
"outlook", "plans", "projection", "may", "will", "would", "expect", "intend",
"estimate", "anticipate", "believe", "potential" or "continue" (or the negative
or other derivatives of each of these terms) or similar terminology. Factors
which could materially affect actual results include, but are not limited to:
commodity, workers' compensation, group health and utility cost changes; the
ability of the Company to identify, acquire and sell successful new lines of
retail merchandise; the effects of plans intended to improve operational
execution and performance; competitive marketing and operational initiatives;
the actual results and costs of pending or threatened litigation or governmental
investigations and the costs and effects of negative publicity associated with
these activities; the effects of uncertain consumer confidence or general or
regional economic weakness or other external factors on sales and customer
travel activity; practical or psychological effects of terrorist acts or war and
military or government responses; consumer behavior based on concerns over
nutritional or safety aspects of the Company's products or restaurant food in
general; potential disruptions to the Company's restaurant or retail supply
chain; changes in foreign exchange rates affecting the Company's future retail
inventory purchases; the availability and cost of acceptable sites for
development and the Company's ability to identify such sites; changes in or
implementation of additional governmental or regulatory rules, regulations and
interpretations affecting accounting, tax, wage and hour matters, health and
safety, pensions, insurance or other undeterminable areas; changes in accounting
principles generally accepted in the United States of America or changes in
capital market conditions that could affect valuations of restaurant companies
in general or the Company's goodwill in particular; increases in construction
costs; the effects of increased competition at Company locations on sales and on
labor recruiting, cost, and retention; the ability of and cost to the Company to
recruit, train, and retain qualified restaurant hourly and management employees;
changes in interest rates affecting the Company's financing costs; and other
factors described from time to time in the Company's filings with the SEC, press
releases, and other communications.

                                      # # #

                                                                    EXHIBIT 99.2


                       IN THE UNITED STATES DISTRICT COURT
                      FOR THE NORTHERN DISTRICT OF GEORGIA
                                  ROME DIVISION


UNITED STATES OF AMERICA,           )
                                    )
          Plaintiff,                )
                                    )
             v.                     )        CIV. NO.
                                    )
CRACKER BARREL OLD COUNTRY          )
        STORE, INC.,                )
                                    )
         Defendant.                 )
- ------------------------------------)

                                  CONSENT ORDER

INTRODUCTION

1.       This Consent Order ("Order") resolves the Complaint filed by Plaintiff
         United States against Defendant Cracker Barrel Old Country Store, Inc.
         ("Cracker Barrel" or "Defendant"), which alleges that Cracker Barrel
         has violated Title II of the Civil Rights Act of 1964, 42 U.S.C. ss.ss.
         2000a et seq.

2.       Defendant Cracker Barrel, a Tennessee corporation with its principal
         place of business in Lebanon, Tennessee, conducts business in over 40
         states, including the state of Georgia. Cracker Barrel operates over
         480 locations throughout the United States, each consisting of a
         "country style" restaurant with an attached retail store.

3.       The United States' Complaint alleges that Cracker Barrel has engaged in
         a pattern or practice of denying to African-American customers and
         potential customers, on the basis of their race or color, the use and
         enjoyment of the facilities, services, and accommodations of Cracker
         Barrel restaurants on the same basis as they make such





         available to non-African-American persons. More specifically, the
         United States alleges that, on account of race or color, Cracker Barrel
         has segregated customers by race; allowed white servers employed by
         Cracker Barrel to refuse to wait on African-American customers; seated
         or served white customers before seating or serving similarly situated
         African-American customers; and treated African Americans who
         complained about the quality of Cracker Barrel's food or service less
         favorably than white customers with similar complaints. The United
         States further alleges that in many cases, Cracker Barrel managers
         directed, participated in, or condoned the discriminatory conduct
         described above.

4.       Defendant Cracker Barrel denies every allegation in the United States'
         Complaint. Further, Cracker Barrel contends that it has, for a number
         of years, had policies and procedures in place prohibiting
         discrimination against its customers. Cracker Barrel asserts that, in
         the event any employee engaged in discriminatory conduct toward a
         customer, such conduct is and has always been a violation of Cracker
         Barrel policies and procedures, and was neither condoned nor tolerated
         by the Company.

5.       The parties have agreed that, in order to avoid protracted and costly
         litigation, this controversy should be resolved voluntarily.
         Accordingly, the parties have consented to the entry of this Consent
         Order by the Court. Entry of this Order does not constitute an
         admission of wrongdoing by Cracker Barrel, nor do the parties intend
         for it to be interpreted as such.



                                       2


DEFINITIONS


6.       "Complaint" includes any written or oral, formal or informal complaint,
         to any judicial, administrative or official body or to any officer,
         employee or agent of Cracker Barrel or to the Auditor.

7.       "Auditor" refers to the person or entity described in paragraphs 62 -
         72.

8.       "Customer discrimination" refers to treatment of customers or potential
         customers that violates Title II, including but not limited to the
         proscriptions of this Order.

9.       "Dispute Resolution Process" refers to the process described in
         paragraphs 101 - 104.

10.      "Effective date of this Order" refers to the date on which this Order
         is entered, after being signed by the District Judge. (Also referred to
         as "entry of this Order").

11.      "Employees" refers to all Cracker Barrel employees.

12.      "Managers" includes all Associate Managers, Senior Associate Managers,
         Retail Managers, General Managers, District Managers, Regional Vice
         Presidents, Directors, Managers in the Human Resources Department,
         Divisional Vice Presidents, Senior Vice Presidents, the General
         Counsel, Presidents, and Chief Operating Officers, as well as any other
         person having managerial or supervisory responsibility for Cracker
         Barrel stores, for training, for complaint handling and/or
         investigation, and/or for customer service.

13.      "Operations employees" refers to all Cracker Barrel employees and/or
         agents, including both managers and non-managers, who work in Cracker
         Barrel restaurants and/or stores. It also includes the following
         employees in the corporate home office: 1) all those who have direct
         dealings with customers, including but not limited to all Guest
         Relations





                                       3


         employees, and 2) all those who have responsibility for investigating
         complaints of customer discrimination, including but not limited to all
         Employee Relations and Investigation Department employees and all
         employees in the General Counsel's office who have duties related to
         this Order.

14.      "PAR Materials" refers to the written study aids Cracker Barrel
         provides to its operations employees who have direct dealings with
         customers, in order to assist them in attaining promotional
         advancement.

15.      "Store" refers to a single Cracker Barrel location, which includes a
         restaurant.

16.      "Testing" refers to a controlled process used to identify any
         differences on the basis of race or color in the treatment or service
         provided to customers of Cracker Barrel. For purposes of this Order, a
         single "test" is defined as two test teams, with each team consisting
         of an equal number of persons who are matched similarly on personal
         characteristics except for race or color and are assigned to visit the
         same restaurant location within a relatively short period of time and
         make similar requests for goods and/or services.

17.      "Title II" refers to Title II of the Civil Rights Act of 1964, 42
         U.S.C.ss.ss.2000a, et seq.

JURISDICTION AND SCOPE OF ORDER

18.      The parties have consented to the entry of this Order. To this end, the
         parties stipulate, and the Court finds, that:

         1.       Cracker Barrel Old Country Store stores are places of public
                  accommodation within the meaning of 42 U.S.C.
                  ss.ss. 2000a(b)(2),(b)(4);


                                       4



         2.       Cracker Barrel's operations affect interstate commerce within
                  the meaning of 42 U.S.C. ss.ss. 2000a(c)(1), (c)(2), (c)(4);
                  and

         3.       This Court has personal jurisdiction over Defendant and
                  jurisdiction over this action pursuant to 42 U.S.C. ss.
                  2000a-6 and 28 U.S.C. ss. 1345.

19.      All provisions of this Order shall apply to Defendant, its officers,
         employees, agents, assigns, successors in interest in the ownership
         and/or operation of Cracker Barrel Old Country Store stores, and anyone
         acting in whole or in part under the direction of any of them.

GENERAL INJUNCTION

20.      Cracker Barrel is hereby enjoined from violating Title II of the Civil
         Rights Act of 1964, 42 U.S.C. ss.ss. 2000a, et seq., in any manner,
         including, but not limited to: denying or providing inferior service or
         food to any person because of race or color; engaging in or allowing
         seating or service assignments on the basis of race or color;
         discouraging, or allowing any employee to discourage, any person from
         enjoying food or service because of race or color; treating customer
         complaints differently on the basis of race or color; or retaliating
         against any officer, employee or agent for opposing or reporting
         alleged violations of Title II or this Order.

COMPLIANCE PROVISIONS

GENERAL COMPLIANCE - SUMMARY OF PROVISIONS

21.      Cracker Barrel will implement the plan described below to ensure its
         compliance with Title II. The plan detailed below includes:



                                       5



         1.       adoption, implementation, and publication of revised
                  nondiscriminatory policies and procedures;

         2.       enhanced and expanded training for Cracker Barrel managers and
                  operations employees concerning their obligations under Title
                  II and this Order;

         3.       development and implementation of an improved system for
                  investigating, responding to, and tracking complaints of
                  alleged customer discrimination based on race or color;

         4.       testing of Cracker Barrel locations to ensure compliance with
                  Title II; and

         5.       hiring of an Auditor.

NONDISCRIMINATORY POLICIES AND PROCEDURES

         REVISION OF CUSTOMER SERVICE PROCEDURES

22.      Within thirty (30) days of the effective date of this Order, Cracker
         Barrel will adopt the nondiscrimination policy statement attached
         hereto as Appendix A.

23.      Cracker Barrel, in consultation with the Auditor, may revise or modify
         its customer nondiscrimination policy statements (or summaries,
         explanations or managerial guidance regarding those policy statements)
         during the term of this Order provided these revisions or modifications
         are consistent with the nondiscrimination provisions of this Order.
         Cracker Barrel shall submit to the United States all proposed revisions
         or modifications before implementation. If the United States does not
         object within twenty (20) days of receipt of the proposed written
         policies, Cracker Barrel may implement those policies. If the United
         States does object, the parties shall use the Dispute Resolution
         Procedure.


                                       6



24.      Within 30 days of the effective date of this Order, Cracker Barrel will
         communicate the nondiscrimination policy adopted pursuant to paragraph
         22 to its operations employees:

         1.       by posting the nondiscrimination policy statement in the
                  employee break rooms of its restaurants, along with a
                  telephone number that can be used to report possible incidents
                  of customer discrimination;

         2.       by including the full nondiscrimination policy statement in
                  the Employee Handbook and any updates thereto provided, or
                  made available, to employees after that date; and

         3.       by including the full nondiscrimination policy statement in
                  all PAR Materials provided, or made available, to operations
                  employees after that date.

         NOTICE TO THE PUBLIC

25.      Within thirty (30) days of the effective date of this Order, Cracker
         Barrel will post one sign in the vestibule (the entryway between the
         outer and inner doors) of each restaurant and/or store that is clearly
         visible to all customers entering and leaving, indicating that all
         customers are welcome, without regard to race or color, to enjoy
         Cracker Barrel food and service in each of its restaurants and/or
         stores. Such sign shall include a statement that any person who
         believes that Cracker Barrel has not lived up to that promise may call
         the company's toll-free number, 1-800-333-9566, or e-mail Cracker
         Barrel at www.crackerbarrel.com, the "Drop Us A Line" page. (The full
         text of this sign is hereinafter referred to as "the nondiscrimination
         statement.") This sign and its placement shall be approved by the
         United States prior to its posting. Cracker Barrel




                                       7


         shall maintain each sign at all times during the period in which this
         Order is in effect. Additionally, Cracker Barrel will post its
         toll-free 1-800 number and website on table tents on every table in the
         dining rooms of its restaurants and invite customers with comments or
         concerns to contact it. Cracker Barrel will also post its toll-free
         1-800 number and/or website on the bottom of each customer receipt.

26.      Cracker Barrel will post its nondiscrimination policy statement on its
         website and will include a link to it from the home page of its website
         and from the home page of its parent company CBRL Group, Inc.'s
         website.

27.      Cracker Barrel shall ensure that its advertising and promotional
         materials, policies and practices are consistent with the
         nondiscrimination provisions of this Decree, and convey these materials
         in a manner demonstrating that everyone is invited to Cracker Barrel
         stores and restaurants regardless of his or her race or color. Cracker
         Barrel shall review its menus, promotional maps made available to the
         public free of charge, and nonemployment-related print advertisements
         to ensure that each contains the following language: "We promise to
         provide quality service to everyone on an equal basis." Such language
         shall be accompanied by Cracker Barrel's telephone and website contact
         information. However, Cracker Barrel's highway billboards need not
         include this language, telephone or website contact information.

28.      Cracker Barrel will further diversify its Country Gentlemen & Ladies
         program to the extent the program continues.





                                       8


COMPLAINT AND INVESTIGATION PROCESS

29.      On or before August 1, 2004, Cracker Barrel will create a new
         department (the "Investigation Department") that shall: (1) investigate
         allegations of, or allegations that suggest discrimination on the basis
         of race or color against customers (whether such allegations were
         reported by customers or by Cracker Barrel employees); (2) regularly
         review the Guest Relations database and other relevant company data,
         including but not limited to complaint data, for trends that could be
         indicative of customer discrimination based on race or color; and (3)
         develop appropriate written policies and procedures ("investigation
         manual") for the investigation of complaints potentially alleging
         customer discrimination based on race or color, including written
         procedures applicable to managers, who may be required to take written
         statements concerning an allegation of customer discrimination prior to
         the Investigation Department's involvement.

30.      Interim Provision for the Investigation of Customer Discrimination
         Complaints Pending Establishment of the Investigation Department:
         within 15 days of the effective date of this Order, Cracker Barrel
         shall begin the process of developing written policies and procedures
         for the investigation of allegations of customer discrimination based
         on race or color. Such procedures shall be drafted in consultation with
         the Auditor (if an Auditor has been selected by that time) and shall be
         consistent with paragraphs 29 - 61 of this Order. Prior to August 1,
         2004, Cracker Barrel's Employee Relations Department will investigate
         complaints involving or suspected to involve alleged customer
         discrimination based on race or color. During this interim period,
         Cracker Barrel will ensure that such




                                       9


         Employee Relations staff shall: (1) receive the training required by
         paragraph 60, and (2) have the ability to contact, via telephone or
         e-mail, a third-party trainer to ask questions about investigating
         allegations of discrimination.

31.      Cracker Barrel will fund the Investigation Department through a line
         item in its budget in a manner that will provide sufficient staff,
         funds, and resources to perform the functions required by this Order.

32.      The head of the Investigation Department shall: (1) report directly to
         Cracker Barrel's President and other senior management as appropriate;
         (2) review and provide input into all customer nondiscrimination
         policies and procedures and changes thereto; (3) review and provide
         input into all customer nondiscrimination training and changes thereto;
         (4) develop, in consultation with the Auditor, a policies and
         procedures manual for investigations of complaints potentially alleging
         customer discrimination based on race or color. Cracker Barrel and the
         Auditor shall keep the United States apprised of all stages in the
         development of this policies and procedures manual, and, if requested
         by the United States, shall provide copies of drafts of the proposed
         manual. In addition, Cracker Barrel shall provide a copy of the final
         version of this policies and procedures manual to the United States
         immediately after its completion. Other staff shall include dedicated
         investigators charged with investigating allegations of, or allegations
         that suggest, customer discrimination based on race or color.
         Investigation Department staff shall be evaluated based on their
         competency in following the policies and procedures for investigations.



                                       10

         FILING A COMPLAINT

33.      Cracker Barrel shall accept complaints potentially relating to alleged
         customer discrimination in person or by telephone, mail, e-mail, or
         facsimile transmission. Anonymous complaints will be accepted.

34.      Cracker Barrel will make the investigation manual available for
         inspection by employees both at its headquarters and at each Cracker
         Barrel location.

35.      Beginning fifteen (15) days after the effective date of this Order,
         whenever a complaint potentially involving customer discrimination is
         received in the Cracker Barrel corporate offices, Cracker Barrel will
         send a letter to the complainant notifying him or her that the
         complaint was received and providing a summary of the complaint
         investigation and determination process. This summary shall be reviewed
         and approved by the United States before it is used, and, if an Auditor
         has been selected by that time, the summary also shall be reviewed by
         the Auditor.

36.      Cracker Barrel shall make available the complaint form appended as
         Appendix B at Cracker Barrel headquarters and at all stores. However,
         complainants shall not be required to file a complaint "form" to
         initiate an investigation. All complainants shall be requested to
         provide all information available to them that would assist Cracker
         Barrel in identifying the employee(s) involved and the incident(s)
         giving rise to the complaint, including the reason(s), if any, the
         customer suspects race or color may have motivated the incident.
         Cracker Barrel shall establish procedures for conducting follow-up
         inquiries when additional information is necessary to determine whether
         or not a complaint




                                       11


         potentially involves alleged customer discrimination on the basis of
         race or color. Also, Cracker Barrel shall modify its website by adding
         the word "complaint" to the line above the text box of its contact page
         (labeled "Drop Us a Line") that invites customers to make a request,
         suggestion or question.

37.      All Cracker Barrel employees shall accept complaints potentially
         relating to alleged customer race or color discrimination from both
         alleged victims and individuals other than the alleged victim of
         misconduct (third-party complaints). Any Cracker Barrel employee
         receiving such a complaint shall record all available information on
         the complaint form and refer it to the Investigation Department within
         24 hours. There shall be no discretion by any Cracker Barrel employee
         to not accept a complaint.

38.      Cracker Barrel shall require employees to report observed or suspected
         customer discrimination based on race or color by employees, as well as
         any complaints of alleged customer discrimination based on race or
         color discrimination made to that employee (including complaints
         against that same employee). Such potential misconduct shall be
         reported to a Cracker Barrel manager, to Cracker Barrel's Investigation
         Department, or to the Auditor. Any Cracker Barrel manager receiving
         such a complaint shall record all available information on the
         complaint form and refer it to the Investigation Department within 24
         hours. Cracker Barrel managers may attempt to address the concerns of
         customers who make complaints potentially relating to alleged
         discrimination based on race or color. Whether or not the manager is
         successful at addressing the concerns of such a customer, the manager
         shall obtain all relevant information relating to the alleged



                                       12


         discriminatory conduct from the customer and report such information,
         for each complaint he or she receives, to Cracker Barrel's
         Investigation Department within 24 hours. Managers' reports of such
         complaints shall also describe the race of each customer and witness
         (based either on a report from the customer and/or witness or on the
         manager's own determination of race) and detail all efforts to address
         the customers' concerns and shall document whether such efforts were
         successful. A manager shall be disciplined for any proven complaints of
         customer race or color discrimination that were not handled
         appropriately by that manager. However, managers shall not be
         disciplined for reporting complaints or suspicions of customer
         discrimination based on race or color to the Investigation Department
         and other Cracker Barrel management personnel if the manager also takes
         appropriate actions to address the complaints.

39.      Cracker Barrel shall provide a quarterly summary of the number of
         complaints received at each store, the nature of the complaint (e.g.,
         slow service, etc.), and the race of the complainant (if known) to the
         Investigation Department and, if requested pursuant to paragraphs 66g
         or 67, to the Auditor. Such information will be derived from the
         database maintained by Cracker Barrel's Guest Relations Department or
         its equivalent.

40.      In order to obtain information on the race of complainants, each person
         who calls Cracker Barrel corporate offices to lodge a complaint shall
         be asked at the end of the phone call to provide demographic
         information, including race, on a voluntary basis, and that information
         shall be recorded in the Guest Relations database. Similarly, whenever
         Guest Relations or other Cracker Barrel employees call a person who
         reports a complaint to



                                       13


         Cracker Barrel corporate offices by letter or email, that person shall
         be asked, at the end of the phone call, to provide demographic
         information, including race, on a voluntary basis, and that information
         shall be recorded in the Guest Relations database. In both cases, the
         complainant shall be told that providing the information about race is
         voluntary, that the information will be used only to assist in
         compliance with federal law, and that the complaint will be fully
         investigated, regardless of whether or not the person provides
         information about race.

41.      Cracker Barrel's Investigation Department shall notify the manager(s)
         of any employee whenever a complaint has been filed against such
         employee alleging customer discrimination based on race or color and
         shall make investigation files and records relating to a particular
         operations employee available to managers who are responsible for that
         employee's training, counseling, or discipline.

42.      If a manager is allegedly involved in the discrimination, the manager's
         supervisor shall be notified.

         INVESTIGATING MISCONDUCT

43.      Cracker Barrel's Investigation Department shall be responsible for
         investigating all customer complaints involving or suspected to involve
         alleged discrimination based on race or color and for the progress and
         completeness of all investigations. The Investigation Department shall
         fully investigate all such complaints. The Investigation Department
         shall ask complainants for corroborating information. Cracker Barrel's
         Investigation Department shall fully investigate anonymous complaints
         (including those





                                       14


         filed by employees or customers), complaints where the complainant is
         unavailable to provide additional information, and third-party
         complaints to determine whether the complaint is corroborated.

44.      For each complaint involving or suspected to involve alleged customer
         discrimination based on race or color, the Investigation Department
         shall interview all involved employees, all employee witnesses, and all
         managers on duty at the time of the alleged incident, and shall attempt
         to interview all complainant(s), individuals in the complainant's
         party, and other persons identified from witness interviews. Interviews
         of complainants or witnesses may be conducted by telephone, and if
         complainants or witnesses are unavailable to be interviewed during
         business hours, investigators from Cracker Barrel's Investigation
         Department shall offer to interview them at alternate times, including
         during reasonable weekend or after business hours. If complainants
         request to be interviewed in person, investigators shall make
         reasonable efforts to accommodate such requests. If it is not
         practicable for an Investigations Department investigator to conduct an
         in-person interview requested by a complainant, investigators may
         instead direct a Cracker Barrel manager to conduct the in-person
         interview; in such cases, investigators shall supply the manager with a
         list of questions to be asked in the interview. Cracker Barrel's
         Investigation Department shall not close an investigation without
         rendering a disposition solely because the complainant is unavailable
         to make a statement.



                                       15


45.      Investigators from Cracker Barrel's Investigation Department shall not
         conduct group interviews unless a complainant or witness requests to be
         interviewed with someone else present. Cracker Barrel employees shall
         be required to give an oral or written statement to representatives of
         Cracker Barrel's Investigation Department, and the Investigation
         Department shall not accept a written statement from any employee in
         lieu of an interview. If an employee no longer works for Cracker
         Barrel, the Investigation Department will use its best efforts to
         locate and interview that individual.

46.      Cracker Barrel's Investigation Department investigators shall have the
         authority to question all interviewees and to challenge their version
         of the facts.

47.      Managers on duty at the time of incidents that result in an
         investigation of allegations of customer discrimination based on race
         or color shall be required to cooperate with investigators, to collect
         all relevant information and to describe in detail their handling of
         the situation during and after the alleged incident and their
         observations of the complainant and involved employees or managers. If
         a manager receives a complaint involving or suspected to involve
         alleged customer discrimination based on race or color, the manager
         shall preserve all records that might pertain to that complaint,
         including credit card, seating, staffing and ordering records, to the
         extent such records exist.

48.      To ensure thorough interviews of employees who are the subject of
         complaints regarding alleged customer discrimination, Cracker Barrel's
         Investigation Department investigators shall obtain, at a minimum, the
         following information regarding the accused employee(s): prior
         complaints, performance evaluations, assignment history at other
         stores, and all




                                       16


         customer service-related training/qualification records. Cracker Barrel
         shall provide investigators with access to the relevant portion of the
         involved employee's personnel files and/or relevant computerized
         databases containing such information.

49.      Cracker Barrel's Investigation Department shall collect all relevant
         records, including those provided or authorized by the customer (e.g.,
         credit card records), in order to gather information as soon as
         possible after receiving a complaint of misconduct, where the
         information on hand is insufficient to conduct a complete investigation
         of the complaint. Investigators shall not require complainants or other
         witnesses to provide evidence that Cracker Barrel itself can obtain.

50.      At the conclusion of each investigation, Cracker Barrel's Investigation
         Department shall issue a final report describing the alleged customer
         discrimination based on race or color, any other misconduct identified
         during the course of the investigation, a summary of all evidence
         gathered during the investigation (including an explanation for the
         absence of any evidence), the basis for all credibility determinations,
         its findings with respect to all potential misconduct, the involved
         employee's complaint history, and the analysis supporting its findings.
         The final report shall be made a part of the investigation file.

51.      Neither Cracker Barrel nor any of its employees or agents shall
         retaliate against or harass any employee (including employees acting on
         behalf of Cracker Barrel's Investigation Department) who in good faith
         reports, investigates, or opposes alleged customer discrimination based
         on race or color. Employee complaints of retaliation or harassment for
         reporting, investigating, or opposing alleged customer discrimination
         based on race or





                                       17


         color or pressure from fellow employees or managers to engage in any
         form of customer discrimination based on race or color shall be handled
         using the same procedures described in the investigation manual and in
         this Order.

         DECIDING THE COMPLAINT

52.      Cracker Barrel's Investigation Department shall make findings based on
         a "preponderance of the evidence" standard. Cracker Barrel's
         investigation manual shall specify the possible dispositions, which
         shall include a specific disposition (e.g., "not resolved") for those
         investigations where insufficient information is available to either
         substantiate or disprove the alleged customer discrimination based on
         race or color.

53.      There shall be no automatic preference of an employee's statement over
         a complainant's statement or vice versa. In making credibility
         determinations, Cracker Barrel's Investigation Department shall
         consider the employee's tenure, history of complaints and disciplinary
         records, as well as any relevant information about the complainant.

54.      Final authority and responsibility for determining the disposition of a
         complaint potentially involving alleged customer discrimination shall
         rest with Cracker Barrel's Investigation Department. The accused
         employee's supervisors and senior Cracker Barrel management shall not
         have the authority to modify or reverse any Investigation Department
         disposition of a complaint. For each complaint where discrimination is
         found, the Investigation Department shall forward the investigative
         file, final report, and disposition to the appropriate District Manager
         and Regional Vice President. The District Manager or Regional Vice
         President shall be responsible for taking appropriate remedial




                                       18


         action, including imposing discipline up to and including termination,
         and ordering remedial procedures and/or training at the affected
         location.

55.      The Auditor shall be responsible for monitoring the Investigation
         Department, and ensuring that all complaints of discrimination based on
         race or color against customers are fully and fairly investigated and
         resolved. The Investigation Department shall forward the investigative
         file, final report, and disposition for each complaint to the Auditor
         at the same time it is forwarded to the appropriate Regional Vice
         President and District Manager. Upon request of the Auditor pursuant to
         paragraphs 66g or 67, the Regional Vice President shall forward to the
         Auditor reports detailing the remedial actions to be implemented by the
         Regional Vice President or District Manager within ten (10) days after
         they are ordered. Cracker Barrel shall re-open for further
         investigation all investigations the Auditor determines to be
         incomplete or inadequate. The Auditor shall provide written
         instructions for completing or correcting the investigation.

56.      Nothing in this Order shall affect the right of the United States or
         the Auditor to investigate independently any complaint received from
         any source alleging unlawful customer race or color discrimination by
         Cracker Barrel.

         QUALITY ASSURANCE

57.      Cracker Barrel's Investigation Department shall establish a
         computerized database ("database") and enter into that database all
         complaints and investigations of misconduct involving suspected
         customer discrimination based on race or color. The database shall
         capture both the available information on past complaints and
         investigations as well as all




                                       19


         pertinent information on all complaints and investigations occurring
         after the execution of this Order. This database shall include, at a
         minimum: (a) the number of the store involved; (b) the name, race,
         and/or gender of all complainants and involved employees; (c) contact
         information for all relevant employees and complainants; (d) a textual
         description of the allegations; (e) significant dates; (f) a
         description of the investigation made, including scanned images or
         summaries of the statements made by all persons interviewed; (g) any
         manager-initiated efforts to resolve the complaint; and (h) the
         disposition of the complaint.

58.      Cracker Barrel's Investigation Department shall issue to the Auditor
         and relevant Regional Vice President quarterly statistical reports of
         all complaints and investigations of suspected customer discrimination
         based on race or color received by Cracker Barrel, broken down by
         region and store. Such reports shall include each investigation's
         significant dates, general allegations, disposition, and any resulting
         discipline.

59.      The physical investigation files shall be maintained for at least five
         years from the date of the disposition of the complaint. All
         information in the database related to a particular Cracker Barrel
         employee investigated for customer race discrimination shall be
         maintained during that employee's employment with Cracker Barrel and
         for three (3) years after the employee leaves Cracker Barrel.

60.      Cracker Barrel shall require appropriate investigation training for all
         operations employees responsible for conducting the investigations
         described in paragraphs 43 - 55, including Investigation Department
         investigators and any managers who undertake such


                                       20


         investigations, within thirty (30) days of the implementation of the
         Cracker Barrel Investigation Department. This training shall be
         provided by a third-party vendor selected by Cracker Barrel with the
         review of the Auditor and the approval of the United States, which
         approval shall not unreasonably be withheld. All newly-hired operations
         employees who may be conducting such investigations will receive
         similar training within 30 days of their hire date. This training shall
         include, but not be limited to: training on the proper investigation of
         complaints of customer discrimination based on race or color, including
         how to identify suspected discrimination based on race or color and
         what questions to ask of complainants, employees, and other potential
         witnesses; proper techniques for gathering information and questioning
         individuals; the investigation manual described in paragraphs 29 and 32
         and each of the investigative components described in paragraphs 43 -
         55; and training on record-keeping and reporting requirements.

61.      Cracker Barrel will provide the Investigation Department with routine
         access to all copies of customer complaints logged on its Guest
         Relations Department computer database which are related to seating or
         service issues, whether or not these complaints allege customer
         discrimination based on race or color. The Investigation Department
         shall review these complaints to determine whether Cracker Barrel has
         appropriately categorized any complaints which potentially involve
         alleged customer discrimination based on race or color, conducted the
         appropriate follow-up inquiry to determine whether the complaints
         involved alleged customer discrimination based on race or color, or





                                       21


         otherwise complied with the provisions of this Order. The Investigation
         Department may, in its discretion, request all documents related to a
         complaint, which shall be provided promptly by any and all responsible
         employees. The Auditor, at his or her discretion, may review the
         investigation of these complaints and proffer recommendations to the
         Investigation Department. In addition, the Auditor shall, on request,
         be permitted to inspect and/or receive copies of records of seating and
         service complaints and employee counseling reports concerning those
         complaints that are kept at Cracker Barrel stores.

AUDITOR

62.      In order to ensure equal access to Cracker Barrel restaurants for all
         persons on a nondiscriminatory basis, an Auditor shall be selected
         within seventy-five (75) days from the effective date of the Order. The
         purpose of the Auditor is to ensure that this Order is implemented
         effectively and to audit Cracker Barrel's compliance with this Order.

         SELECTION OF THE AUDITOR

63.      The Auditor shall be acceptable to both parties and shall be wholly
         independent of Cracker Barrel and the United States. The Auditor must
         have, at a minimum, the following qualifications: (a) substantial
         experience in the areas of civil rights enforcement or civil rights
         monitoring, specifically in the areas of race and ethnicity; and (b)
         demonstrated familiarity with management and supervisory issues in
         large organizations. Familiarity with civil rights testing is a highly
         desirable but not mandatory requirement.





                                       22



64.      Within fifteen (15) days after the entry of this Order, Cracker Barrel
         shall identify and propose an Auditor to counsel for the United States.
         Cracker Barrel shall provide to the United States the proposed
         Auditor's curriculum vitae, proof of the proposed Auditor's
         qualifications, billing arrangements sufficient to ensure that the
         Auditor will remain independent and have no disincentive to fully
         auditing and reviewing information related to compliance with this
         Order, and any other past, present or future financial arrangements
         between Cracker Barrel and the proposed Auditor. Within 15 days
         thereafter, the Civil Rights Division of the Justice Department will
         provide summary information concerning any and all past, present or
         future financial arrangements between itself and the proposed Auditor.
         The United States shall notify Cracker Barrel of any objections within
         fifteen (15) days of receipt of the name of the proposed Auditor, which
         objections shall not unreasonably be made. If the United States does
         not object within fifteen (15) days, Cracker Barrel shall enter into a
         contract with the Auditor that is consistent with the terms of this
         Order, within sixty (60) days after entry of this Order. If the United
         States does object, the parties shall confer and endeavor to resolve
         those objections or find an alternative candidate acceptable to both
         parties. If the parties are unable to reach agreement on an Auditor
         within sixty (60) days of the entry of this Order, each party shall
         submit the names of two persons meeting the criteria described above,
         along with resumes or curricula vitae and cost proposals, to the Court
         and the Court shall appoint the Auditor from among the names submitted.



                                       23


65.      Cracker Barrel shall pay all reasonable costs and expenses associated
         with the Auditor's position and his or her duties, including the cost
         of any staff required by the Auditor to complete the tasks contemplated
         by this Order. The Auditor shall not be retained by Cracker Barrel, its
         officers, employees, agents, successors, and assigns, and all other
         persons in active concert or participation with them for any other
         purpose during the term of this Order or for three years thereafter.
         The Auditor shall not be retained directly by the Civil Rights Division
         of the Justice Department as an expert, consultant or mediator (other
         than a court-appointed mediator) during the term of this Order or for
         three years thereafter. The Auditor also shall not be retained by any
         current or future litigant or claimant in a claim or suit against
         Cracker Barrel or its officers. The Auditor shall not issue statements
         or make findings with regard to any act or omission of Cracker Barrel,
         except as required by the terms of this Order. The Auditor may only
         testify about this Order in Court regarding any matter relating to the
         implementation, enforcement, or dissolution of this Order.

         DUTIES OF AUDITOR

66.      The Auditor's duties shall include the following: (a) auditing Cracker
         Barrel's compliance with all aspects of this Order; (b) auditing
         employee training required by this Order; (c) auditing the Testing
         Contractor's contract and the testing program established by the
         Testing Contractor; (d) auditing the Investigation Department and
         Cracker Barrel's handling of complaints as described in paragraphs 29 -
         61; (e) preparing reports as required by paragraph 107 of this Order;
         (f) reviewing aggregate data on customer



                                       24


         complaints in order to detect potential problems or patterns; (g)
         making periodic requests for documents, which Cracker Barrel shall
         provide on a regularly-scheduled basis, that are relevant to the
         Auditor's oversight duties concerning customer discrimination policies
         and practices; (h) providing information to the United States
         concerning Cracker Barrel's compliance with all aspects of this Order
         as needed or requested; and (i) any other actions necessary to
         effectuate the provisions of this Order and not inconsistent with the
         scope of the Auditor's duties as set forth herein.

67.      Cracker Barrel shall cooperate with the Auditor in all requests that
         the Auditor in good faith deems appropriate to the successful
         completion of his or her duties as outlined in this Order. During the
         term of this Order, the Auditor shall have unrestricted access to and,
         upon request made to Cracker Barrel, receive copies of any documents
         and databases relating to the implementation of this Order. For the
         purposes of this Order, Cracker Barrel shall not assert against the
         United States, the Auditor, the Training Provider, or the Testing
         Contractor any privilege (including but not limited to the
         attorney-client and attorney work-product privileges) regarding (a) any
         statements, reports, summaries, recommendations, documents and/or other
         information and materials created or collected in the course of
         investigating customer discrimination complaints and as described in
         paragraphs 29 - 61 of this Order, even if one or more attorneys
         employed by Cracker Barrel are involved in the investigation and/or
         resolution of such complaints; or (b) any database containing
         information regarding customer discrimination complaints. In addition,
         no documents, information, or materials created, developed, modified,
         or



                                       25


         collected in the course of implementing or enforcing this Order shall
         be subject to any privilege asserted against the United States, the
         Auditor, the Training Provider, or the Testing Contractor solely
         because one or more attorneys employed by Cracker Barrel are involved
         in the creation, development, modification, or collection of those
         materials. If Cracker Barrel claims a privilege for any documents
         falling within a request for documents made by the Auditor or the
         United States, Cracker Barrel shall provide a privilege log to the
         Auditor and the United States within five business days which
         identifies the document and the type of privilege claimed. If the
         United States or the Auditor disputes the claim of privilege, the
         parties shall attempt to resolve it using the Dispute Resolution
         Procedure described in paragraphs 101 - 104.

68.      The Auditor may contact and interview Cracker Barrel employees as
         required by this Order or as the Auditor deems necessary or
         appropriate. The Auditor shall, with 72 hours prior written notice to
         Cracker Barrel, have access to all necessary staff and facilities to
         audit Cracker Barrel's compliance with the terms of this Order.

69.      The Auditor and the United States may at any time consult regarding
         Cracker Barrel's compliance with this Order. The Auditor may choose to
         have those conversations confidentially.

70.      In the event the Auditor determines that there is reasonable cause to
         believe that an act of customer discrimination based on race or color
         has occurred in violation of Title II or this Order, he or she shall
         first notify Cracker Barrel within ten (10) days of such determination
         and provide all relevant documents upon request. Cracker Barrel shall
         be





                                       26


         afforded thirty (30) days to resolve the Auditor's concerns unless the
         Auditor believes the facts and circumstances require immediate action,
         in which case the Auditor need not afford Cracker Barrel the 30 days.
         If after 30 days, the matter is not resolved to the Auditor's
         satisfaction, he or she shall report the matter to counsel for the
         United States in writing within ten (10) days and provide all relevant
         documents upon request. If the matter is resolved to the Auditor's
         satisfaction, he or she shall nevertheless report the matter to the
         United States in writing within ten (10) days and provide all relevant
         documents upon request. Once the matter has been referred to the United
         States, the parties and the Auditor shall attempt to resolve it using
         the Dispute Resolution Procedures described in paragraphs 101 - 104.
         Neither this Section nor any provision of this Order shall permit the
         Auditor to challenge Cracker Barrel's decisions to litigate or to
         settle actual or threatened litigation, or the monetary terms of such
         settlements, arising out of any customer discrimination claim. However,
         no Cracker Barrel settlement of any actual or threatened customer
         discrimination litigation shall contain any provisions that would limit
         the plaintiffs', complainants' or witnesses' right or ability to
         provide information regarding the underlying facts relating to such
         litigation.

71.      In the event the Auditor believes that Cracker Barrel has not
         appropriately addressed any of the Auditor's concerns regarding any
         aspect of compliance explicitly referenced in this Order, the Auditor
         shall first notify Cracker Barrel in writing within five (5) days of
         such determination. If, after five (5) days, the matter is not resolved
         to the Auditor's satisfaction, he or she shall immediately report the
         matter to counsel for the United States



                                       27


         in writing and provide all relevant documents upon request. If the
         matter is resolved to the Auditor's satisfaction, he or she shall
         nevertheless report the matter to the United States in writing within
         ten (10) days and provide all relevant documents upon request. Once the
         matter has been referred to the United States, the parties and the
         Auditor shall attempt to resolve it using the Dispute Resolution
         Procedures described in paragraphs 101 - 104.

72.      Throughout the term of this Order, the Auditor, after consultation with
         the United States and Cracker Barrel, shall schedule meetings or
         teleconferences at times and places designated by the Auditor for the
         purpose of assessing the progress of the Order, discussing any
         outstanding disputes or other issues regarding the Order's
         implementation, and/or devising ways that the Order's goals can be more
         effectively achieved. The parties and the Auditor shall meet no less
         than every three months during the first year of the term of this
         Order, and no less than every six months in subsequent years of the
         term of this Order.

INTERNAL EDUCATION PROGRAM

73.      For the duration of this Order, Cracker Barrel shall provide training
         for all Cracker Barrel managers and operations employees in their
         duties to refrain from, report, and address discrimination against
         customers on the basis of race or color. To fulfill this obligation,
         Cracker Barrel shall include instruction regarding the duties of
         Cracker Barrel and its managers and operations employees under Title II
         and this Order in all relevant written




                                       28


         training materials and training sessions as set forth herein. In
         addition, Cracker Barrel shall take the steps described below.

NOTIFICATION TO EMPLOYEES

74.      Within 15 days of the effective date of this Order, Cracker Barrel
         shall distribute to all employees its revised nondiscrimination policy
         statement, as set forth at Attachment A.

75.      Within thirty (30) days of the effective date of this Order, Cracker
         Barrel shall provide a copy of its revised nondiscrimination policy
         statement, as well as a summary of this Order (as set forth in Appendix
         C), to all Cracker Barrel managers.

76.      Within thirty (30) days of the effective date of this Order, Cracker
         Barrel shall secure from each employee a signed copy of the statement
         set forth in Appendix D acknowledging that the person signing it has
         received, read, and understood the applicable materials described in
         paragraphs 74 and 75.

77.      With regard to any Cracker Barrel manager or operations employee who
         begins his or her employment or agency relationship during the term of
         this Order, Cracker Barrel shall comply with the provisions of
         paragraphs 74 - 76 within ten (10) days.

         TRAINING PROVIDER

78.      To effectuate the requirements of this section, Cracker Barrel will
         hire an organization ("Training Provider") to assist in the development
         of training for all managers and to develop and conduct training for
         all members of its Investigation Department, as well as individuals who
         staff its Guest Relations Department. Cracker Barrel will continue to





                                       29


         provide its own internal customer nondiscrimination training to its
         non-management employees.

79.      Within fifteen (15) days after the retention of an Auditor, Cracker
         Barrel, in consultation with the Auditor and the United States, shall
         select a Training Provider. The Training Provider shall have experience
         related to compliance with federal civil rights laws in a customer
         service setting, and experience in training managers and employees
         concerning such issues.

80.      If the United States objects, which objection shall not be unreasonably
         made, the parties shall confer and endeavor to resolve those objections
         or find an alternative Training Provider acceptable to both parties. If
         the parties are unable to reach agreement on a Training Provider within
         sixty (60) days of the hiring of an Auditor, each party shall submit
         the names of two Training Providers meeting the criteria described
         above, along with resumes or curricula vitae and cost proposals, to the
         Court and the Court shall appoint the Training Provider from among the
         names submitted. The Court may consider the Auditor's views on the
         Training Provider in making its decision.

81.      The Training Provider shall provide Cracker Barrel and the Auditor with
         a detailed written description of the proposed training. This
         description shall include provisions to effectuate the training
         requirements of this section, and shall describe the proposed content
         of the training as well as information about where, when, by whom, and
         to whom the training will be provided. Cracker Barrel shall bear all
         costs and fees associated with




                                       30


         the requirements of this section, and the Auditor shall be consulted in
         the creation of such training.

82.      The Auditor may personally observe all training provided to employees
         except the annual training provided at Cracker Barrel's management
         retreat (paragraph 83), at which both audience and presenters will be
         videotaped and the videotapes provided to the Auditor for review.

         EMPLOYEE TRAINING PROGRAM

83.      Cracker Barrel shall require all managers except Associate Managers and
         Senior Associate Managers to attend in person a managers' training
         workshop on nondiscrimination in the provision of public accommodations
         in or around September 2004 and annually thereafter during the life of
         this Order. The managers' training workshop, which shall last not less
         than two hours in 2004 and not less than sixty (60) minutes each
         successive year of this order, shall spend that time discussing
         managers' duties and obligations under Title II and this Order and
         shall cover at a minimum the following: (a) instruction on the
         requirements of all applicable federal public accommodations laws
         (including but not limited to Title II and 42 U.S.C. ss. 1981); (b) a
         review of Cracker Barrel's customer nondiscrimination policy statement;
         (c) notification that Cracker Barrel cannot and will not reprimand,
         penalize, or otherwise retaliate in any way against any employee who in
         good faith opposes or reports alleged customer discrimination based on
         race or color; (d) instruction regarding procedures designed to ensure
         that neither race nor color enters into the process of making decisions
         concerning




                                       31


         the treatment and/or service of customers; (e) instruction regarding
         requirements of reporting customer complaints internally, including
         specific instruction on eliciting information from customers to
         determine appropriately whether a complaint "involves or is suspected
         to involve alleged discrimination based on race or color;" (f) a
         discussion of the business advantages of serving all persons on a
         nondiscriminatory basis; (g) instruction on managers' responsibilities
         to ensure that employees under their supervision are complying with the
         public accommodations laws and this Order; (h) training in racial
         sensitivity, via role playing, to situations that might be indicators
         of discriminatory treatment; (i) training in dealing with customer
         complaints made in the store; (j) instruction that STARS and "Pleasing
         People" apply equally to all customers; and (k) a question and answer
         session for the purpose of reviewing each of the foregoing areas.
         Within ninety (90) days of each year's managers' training workshop, all
         Associate Managers and Senior Associate Managers shall review a
         videotape of the most recent managers' training workshop and engage in
         an in-person question-and-answer session concerning the same with their
         District Manager. In addition, all managers will view the videotape or
         complete the e-learning module described in paragraph 84 annually
         during the term of this Order.

84.      Cracker Barrel shall require all operations employees who are not
         managers to take a non-managers' training workshop within sixty (60)
         days of the retention of the Auditor. Such operations employees may
         attend such training in person, may view a videotape of such training
         or may complete an e-learning module covering the same material. The
         non-




                                       32


         managers' training workshop, which shall last no less than forty-five
         (45) minutes (or shall take at least forty-five (45) minutes to
         complete, if it is an e-learning module), shall spend that time
         discussing operations employees' duties and obligations under Title II,
         42 U.S.C.ss.1981, and this Order and shall include the minimum
         requirements described in parts (a)-(e) and (j) of the preceding
         paragraph. In addition, the videotape or e-learning module should
         include scenarios involving customer discrimination and offer
         alternative ways of handling the situations consistent with Title II.
         The videotape or e-learning module shall also include a statement by a
         senior manager that he/she has taken similar training and considers it
         important.

85.      As a condition of advancement (including PAR level advancement) or any
         lateral change in position, operations employees shall successfully
         complete an e-learning module training program, or other appropriate
         training program, that covers specific incidents of customer
         discrimination, such as preferential seating based on race, table
         swapping based on race, poor service due to race, customers requesting
         servers of a certain race or expressing a desire not to sit near groups
         of a certain race, etc. The e-learning module or other training shall
         stress the importance of equal treatment of customers to Cracker Barrel
         and shall include a statement by a senior manager that he/she has taken
         similar training and considers it important.

86.      All Cracker Barrel managers who begin their employment or agency
         relationship during the term of this Order must attend in person,
         within ninety (90) days of the beginning of their employment or agency
         relationship, a managers' training workshop that discusses




                                       33


         managers' duties under Title II and this Order and includes all
         elements, (a) through (k), described in paragraph 83. This workshop
         shall spend not less than ninety (90) minutes discussing these topics.

87.      All Cracker Barrel managers who are newly promoted to their managerial
         positions during the term of this Order must attend in person, within
         ninety (90) days of their promotion, the managers' training workshop
         described in the previous paragraph.

88.      All Cracker Barrel operations employees who are not managers and who
         begin their employment or agency relationship during the term of this
         Order shall, within sixty (60) days of the commencement of their
         employment or agency relationship, take a non-managers' training
         workshop. Operations employees who are not managers may attend such
         training in person, may view a videotape of such training or may
         complete an e-learning module covering the same material. The
         non-managers' training workshop, which shall last no less than
         forty-five (45) minutes (or shall take at least forty-five (45) minutes
         to complete, if it is an e-learning module), shall discuss operations
         employees' duties and obligations under Title II, 42 U.S.C. ss. 1981,
         and this Order and shall include the minimum requirements described in
         parts (a)-(e) and (j) of paragraph 83. In addition, the videotape or
         e-learning module should include scenarios involving customer
         discrimination and offer alternative ways of handling the situations
         consistent with Title II. The videotape or e-learning module shall also
         include a statement by a senior manager that he/she has taken similar
         training and considers it important.



                                       34


89.      The content of: 1) the managers' training workshop; 2) the
         non-managers' training workshop (and/or videotape and/or e-learning
         module) 3) the Guest Relations (or equivalent contract employees')
         training; and 4) the Investigation Department training, shall be
         provided to the Auditor and the United States at least twenty (20) days
         before they are used. Substantive revisions to these training workshops
         during the term of this Order shall be provided to the Auditor at least
         ten (10) days before they are used.

90.      Cracker Barrel shall require appropriate training to cover diversity
         issues and the proper handling of customer complaints potentially
         involving alleged customer discrimination for all headquarters or
         regional operations employees with responsibility for receiving
         customer complaints within thirty (30) days of the retention of the
         third-party trainer selected by Cracker Barrel in consultation with the
         Auditor and the United States. In addition, all newly-hired
         headquarters and regional operations employees who have responsibility
         for receiving customer complaints will receive similar training within
         30 days of their hire date. For purposes of this paragraph, operations
         employees with responsibility for receiving customer complaints shall
         include, but not be limited to, employees who answer calls to the
         company's toll-free Guest Relations number and employees who process
         written customer complaints, including complaints sent by regular mail,
         facsimile, or e-mail. This training shall include, but not be limited
         to, training on the proper intake of customer complaints, including how
         to identify suspected race discrimination, what questions to ask of
         complainants and other witnesses, and how




                                       35


         to respond when race discrimination is alleged; training on how to code
         complaints of suspected discrimination; and record-keeping and
         reporting requirements.

91.      All Investigation Department employees and employees covered by the
         preceding paragraph shall be required to complete a written or
         e-learning test to assess their knowledge of Cracker Barrel's customer
         discrimination policy. At the beginning of any training required by
         paragraphs 60 and/or 90, each such employee shall complete a
         pre-assessment test to help identify gaps in the employee's knowledge
         of Cracker Barrel's policy. Trainers shall review these pre-assessment
         tests and ensure that the training program addresses those gaps. At the
         completion of each training required by this Order, each such employee
         shall complete a post-assessment test. The post-assessment test shall
         be corrected at the training and the employee shall be immediately
         re-trained on any questions that were not answered correctly. The pre-
         and post-assessment tests shall be developed in consultation with the
         Auditor.

92.      Cracker Barrel shall require each manager or operations employee who
         completes training pursuant to this Order to complete a tracking log
         entry. The log shall include the employee's name, the employee's
         position, the date of the training, the subject matter of the training,
         and the employee's signature. A copy of all tracking logs shall be
         maintained at Cracker Barrel headquarters for the duration of the
         Order.

TESTING

93.      Cracker Barrel, in consultation with the Auditor and the United States,
         shall develop and implement a testing program to audit and monitor
         Cracker Barrel's compliance with



                                       36


         federal public accommodations laws and this Order. The testing program
         will require 250 tests of Cracker Barrel stores in the first year of
         this Order. In the second year, this testing program will require 200
         tests. In the third year, this testing program will require 170 tests,
         unless the Auditor, in consultation with the Testing Contractor and the
         parties, determines that: (1) Cracker Barrel has responded
         appropriately to the results produced by the testing program; and (2)
         the testing program has not revealed any new or continuing trends or
         patterns of customer discrimination. If the Auditor determines both
         conditions are met, and the Testing Contractor and parties agree, the
         number of tests in the third year may decrease to 150. In the fourth
         year, the Auditor, in consultation with the Testing Contractor and the
         parties, shall set the level of testing at an appropriate level between
         zero and 125 tests, based upon consideration of the two factors set
         forth above. In the fifth year of the decree, if any, the Auditor, in
         consultation with the Testing Contractor and the parties, shall set the
         level of testing at an appropriate level between zero and 100 tests.
         However, if the total number of Cracker Barrel stores increases to more
         than 600 in any year during the term of this Order, then the maximum
         number of tests permitted will increase in that and following years to
         a number that is 20 percent higher than the numbers for those years
         cited in this paragraph. In addition, the testing program shall also
         include at least 50 telephone tests of Cracker Barrel's complaint line
         each year for the duration of this Order to monitor compliance with
         this Order. Cracker Barrel shall bear all costs, fees, and expenses
         associated with the development and implementation of this testing
         program.



                                       37


94.      The test procedures shall be developed, and the tests conducted, by an
         independent company or organization ("Testing Contractor") that has
         expertise in conducting paired testing for potential civil rights
         violations, including public accommodations, and is wholly independent
         of Cracker Barrel. The United States shall fully disclose all dealings
         between the Testing Contractor and the Civil Rights Division of the
         Justice Department.

         SELECTION OF TESTING CONTRACTOR

95.      Cracker Barrel, in consultation with the Auditor and the United States,
         shall enter into a contract with a Testing Contractor that is
         consistent with the terms of this Order within ninety (90) days after
         the retention of the Auditor. If the United States objects, which
         objection shall not unreasonably be made, the parties shall confer and
         endeavor to resolve those objections or find an alternative Testing
         Contractor acceptable to both parties. If the parties are unable to
         reach agreement on a Testing Contractor within sixty (60) days of the
         hiring of an Auditor, each party shall submit the names of two testing
         contractors meeting the criteria described above, along with resumes or
         curricula vitae and cost proposals, to the Court and the Court shall
         appoint the testing contractor from among the names submitted. The
         Court may consider the Auditor's views on the proposed testing
         contractors in making its decision. The contract shall oblige the
         Testing Contractor to provide an adequate number of trained individuals
         to serve as testers and to conduct the tests described in paragraph 93.



                                       38


96.      Test procedures developed by the Testing Contractor shall be submitted
         to the United States for approval and the Auditor for review prior to
         the beginning of the testing program.

97.      At no time shall any employee, agent or officer of Cracker Barrel be
         provided with any information concerning a test site, location,
         procedure or test plan prior to the completion of the test. At no time
         shall the Testing Contractor or Auditor disclose to any employee,
         agent, or officer of Cracker Barrel the identities of individual
         testers, or any information that would reveal the identities of
         individual testers; this provision ensures that testers can continue to
         be used on compliance tests at multiple locations without compromising
         the integrity of the testing process.

98.      The results of all tests conducted by the Testing Contractor pursuant
         to this section, along with supporting documentation, shall be reported
         to the Investigation Department and the Auditor within thirty (30) days
         of the conclusion of completed tests. The Testing Contractor, however,
         need not report its results within thirty days if follow-up tests are
         required to verify a testing result and premature reporting of earlier
         results would compromise the testing process. Where testing results
         indicate a possible violation of this Order, the Investigation
         Department shall conduct an investigation of the facts and
         circumstances underlying such conduct within thirty (30) days of
         receipt of the testing evidence. Within fifteen (15) days of the
         completion of the Investigation Department's investigation, the
         Regional Vice-President/District Manager for the affected store shall
         provide the Auditor with a report containing the investigation results
         and Cracker Barrel's




                                       39


         conclusions, recommendations and timetable for implementation of
         appropriate actions. Cracker Barrel shall implement these
         recommendations within fifteen (15) days, unless the Auditor objects,
         in which case the parties shall use the Dispute Resolution Procedure
         described in paragraphs 101 - 104. The Auditor shall advise the United
         States of all pertinent findings and developments in periodic reports
         described at paragraph 107.

99.      The Auditor and the United States may provide the Testing Contractor
         with any information received about customer complaints with the
         exception of information that would specifically identify the
         individuals making complaints.

100.     The United States may also take steps to monitor Cracker Barrel's
         compliance with this Order, including performing its own testing at its
         own expense at any time and at any Cracker Barrel location.

DISPUTE RESOLUTION PROCEDURE

101.     Subject to the provisions of paragraphs 67, 70 and 71, if differences
         arise between any of the parties and/or the Auditor regarding Cracker
         Barrel's compliance with, interpretation of, or implementation of the
         terms of this Order, the parties shall endeavor to resolve such
         differences among themselves before seeking the intervention of the
         Court.

102.     The party believing there is a dispute shall make a good faith attempt
         to confer by telephone with the other party and the Auditor to
         ascertain whether there is in fact a dispute, and to attempt to resolve
         that dispute through informal means. If either party believes that a
         dispute still remains after that oral conference, or if the party has
         been unable to confer by phone following good faith attempts, the party
         raising the issue shall




                                       40


         notify the other party in writing of the issue in dispute, and the
         facts and circumstances relied upon in asserting its position.

103.     The parties shall wait at least thirty (30) days after the written
         notification of a dispute before bringing such dispute to the Court,
         unless the party bringing such dispute to the Court believes that the
         facts and circumstances require immediate Court action.

104.     In the event of a failure by Cracker Barrel to perform in a timely
         manner any act required by this Order or otherwise to act in
         conformance with any provision thereof, and if the Dispute Resolution
         Procedures are unsuccessful, the United States may move this Court to
         impose any remedy authorized by law or equity.

NOTICES

105.     For purposes of this Order, all notices and communications addressed to
         the United States shall be delivered by United States mail to: U.S.
         Department of Justice, Civil Rights Division, Chief - Housing and Civil
         Enforcement Section, 950 Pennsylvania Ave., NW , Washington, DC 20530,
         with the note: "Attention: DJ 167-19-205." Such notices and
         communications shall also be delivered by fax to the United States,
         Chief - Housing and Civil Enforcement Section, at fax number
         202-514-1116. All notices and other communications addressed to Cracker
         Barrel under this Order shall be in writing and delivered by United
         States mail to Cracker Barrel Old Country Store, Inc., P.O. Box 787,
         Hartmann Drive, Lebanon, TN 37088, for the attention of Michael
         Zylstra, General Counsel, and by fax at fax number (615) 443-9107. The
         parties may from time to time




                                       41


         change their addresses and/or telephone numbers for the purposes of
         this section by providing written notice of such changes to the other
         parties.

REPORTING, RECORDKEEPING AND ACCESS

106.     Ninety (90) days following entry of this Order and every three (3)
         months for the remainder of the first year of this Order, and
         thereafter every six (6) months until this Order is terminated, Cracker
         Barrel shall provide the Auditor, with a copy to the United States, a
         status report delineating all steps taken during the reporting period
         to comply with each provision of this Order.

107.     The Auditor shall provide to the parties written reports, on a periodic
         basis, detailing Cracker Barrel's compliance with and implementation of
         each provision of this Order. During the first year of this Order, the
         Auditor shall issue a report on a quarterly basis. During the second
         year and for the remainder of the Order, the Auditor shall issue such
         reports every six months. In preparing such reports, the Auditor shall
         include a review and analysis of, inter alia, the following
         information:

         1.       The results of, and responses to, all testing completed during
                  the preceding period;

         2.       Statistical information on the number and types of customer
                  complaints involving allegations of discrimination based on
                  race or color during the time period, as well as on any other
                  customer complaints which the Auditor has reviewed, the
                  timeliness of the investigations, the disposition, and any
                  remedial measures, including changes in procedures, remedial
                  training, counseling and/or discipline; and


                                       42



         3.       Discipline, remedial training, mandatory counseling, and
                  terminations actually imposed as a result of each complaint.

108.     During the term of this Order, Cracker Barrel and the Auditor shall
         maintain all documents and/or records (including electronic, video,
         audio, and/or computerized documents and/or records as well as written
         and/or printed documents and/or records) that are created, generated,
         or received that pertain to the subject matter or the implementation of
         this Order, including any documents provided to Cracker Barrel or the
         Auditor by the other entity or by a non-party to this case.

109.     For the duration of this Order, the United States shall have full
         access to all non-privileged records (as set forth in paragraph 67)
         related to compliance with the Order. The Auditor and Cracker Barrel
         shall make all such records available to the United States for
         inspection and copying upon request of the United States.

110.     Subject to the provisions of Paragraph 82, the Auditor may attend any
         of the training sessions described in paragraphs 60 and 83 - 91,
         without prior notice to Cracker Barrel.

TERM AND ADMINISTRATION OF CONSENT ORDER

111.     The provisions of this Order are effective immediately upon the entry
         of the Order and for a period of five (5) years thereafter, unless the
         Court grants a joint motion by the parties to terminate the Order prior
         to that date. Cracker Barrel may propose such a joint motion at any
         time after the Order has been in effect for four (4) years, if the
         Auditor has found the defendants to be in substantial compliance with
         the terms of the Order for two years,




                                       43


         including making the findings described in paragraph 93. The United
         States shall not unreasonably refuse to move jointly with Cracker
         Barrel for termination of this Order.

112.     The Court shall retain jurisdiction for the duration of this Consent
         Order to enforce the terms of the Order, after which time the case
         shall be dismissed with prejudice. The United States may move the Court
         to extend the duration of the Order in the interests of justice.

113.     Any time limits for performance imposed by this Order may be extended
         by the mutual agreement of the parties.

114.     This Order constitutes the entire agreement between the parties hereto
         with respect to the subject matter contained herein, and there are no
         covenants, terms or conditions, express or implied, other than as set
         forth or referred to herein. No party has made any representation, oral
         or written, modifying or contradicting the terms of this Order.

115.     The parties acknowledge that certain information provided pursuant to
         this Order is required for the sole purpose of auditing, investigating
         and enforcing Cracker Barrel's compliance with Title II of the Civil
         Rights Act and this Order. All such records, reports and other
         documents maintained or produced pursuant to the terms of this Order
         shall be kept confidential, except that they may be used and/or
         disclosed solely for the purposes of this Order, including any
         proceedings before the Court. The Auditor and the United States share
         an interest in the candid discussion of matters related to the
         implementation of this Order. As such, they shall not disclose such
         information to any person not a party to this Order, except as is
         reasonably necessary to enforce, monitor or administer the




                                       44


         provisions of this Order or to comply with otherwise applicable laws.
         If any person not a party to this Order seeks to obtain any such
         material from the United States under the Freedom of Information Act,
         the Civil Rights Division will assert all applicable exemptions
         pursuant to 5 U.S.C. ss. 552, 28 C.F.R. part 16 and the Privacy Act of
         1974. Any inadvertent disclosure of such confidential information to a
         person not a party to this Order shall not constitute a violation of
         this Order unless such disclosure was willful. If Cracker Barrel
         receives any requests to disclose these confidential communications
         (whether written or oral) during the term of this Order or for a period
         of three years thereafter, Cracker Barrel may move this Court to rule
         on those requests, regardless of the forum in which such a request is
         made, provided that Cracker Barrel provides appropriate notice to the
         requestor.

It is so ORDERED this _____ day of ______, 2004.




                                                 ----------------------------
                                                 United States District Judge








                                       45




The parties consent to the entry of this Order as indicated by the signatures of
counsel below:

FOR THE PLAINTIFF UNITED STATES:

                                                 JOHN ASHCROFT
                                                 Attorney General


                                                 -----------------------
    WILLIAM S. DUFFEY, JR.                       R. ALEXANDER ACOSTA
    United States Attorney                       Assistant Attorney General
                                                 Civil Rights Division

- --------------------------                       -------------------------
By: AMY L. BERNE                                 STEVEN H. ROSENBAUM
      (Ga. Bar No. 006670)                       Chief
    LAURA S. KENNEDY                             Housing and Civil
    Assistant United States                        Enforcement Section
      Attorneys                                  Civil Rights Division
    75 Spring Street, SW
    Room 600                                     -------------------------
    Atlanta, GA 30303                            DONNA M. MURHPY
    (404) 581-6261                               Deputy Chief
    (404) 581-6150 (fax)                         Housing and Civil
                                                 Enforcement Section


                                                 --------------------------
                                                 DEBORAH A GITIN
                                                 ALLEN W. LEVY
                                                 NANCY F. LANGWORTHY
                                                 Trial Attorneys
                                                 Housing and Civil
                                                   Enforcement Section
                                                 Civil Rights Division
                                                 U.S. Department of Justice
                                                 950 Pennsylvania Ave., NW
                                                 Washington, DC 20530
                                                 (202) 305-2020
                                                 (202) 514-1116 (fax)




                                       46



FOR THE DEFENDANT CRACKER BARREL OLD COUNTRY STORE, INC.:


Cracker Barrel Old Country Store, Inc.



- ----------------------------------
By:    MICHAEL J. ZYLSTRA
       Vice President, General Counsel
       And Corporate Secretary
       P.O. Box 787
       Hartmann Drive
       Lebanon, TN 37088
       (615) 444-5533
       (615) 443-9279



Ashe, Rafuse & Hill, LLP



- ----------------------------------
By:    LAWRENCE R. ASHE, JR.
       Georgia Bar No. 024500
       NANCY E. RAFUSE
       Georgia Bar No. 621717
       DAVID E. GEVERTZ
       Georgia Bar No. 292430
       1355 Peachtree Street, N.E.
       Suite 500
       Atlanta, Georgia 30309-3232
       (404) 253-6000
       (404) 253-6060 (fax)





                                       47


                                   APPENDIX A

              CRACKER BARREL'S NON-DISCRIMINATION POLICY STATEMENT

         It is Cracker Barrel's policy, fully consistent with federal, state and
local law, that no Cracker Barrel employee may discriminate against any Cracker
Barrel guest or would-be guest on the basis of race or color.(1)

         For instance, Cracker Barrel policy prohibits: (1) providing
preferential seating based on race or color; (2) seating guests out of order
based on race or color; (3) seating guests of a certain race or color in a
certain part of the restaurant on the basis of their race or color; (4) refusing
to serve guests based on race or color, including trading tables with other
servers to avoid serving guests based on race or color; (5) providing slower or
less courteous service to guests based on race or color; (6) making any racially
offensive comments, including assertions that certain races or groups tip worse
than others. This list is for example only and is not exhaustive.

         Cracker Barrel's policy of "Pleasing People" does not include
accommodating customer or employee prejudices based on race, or color.

         Any Cracker Barrel employee who observes what he or she thinks may be a
violation of this policy MUST report it to a store manager, district manager,
regional manager, or to Cracker Barrel's Home Office (1-800-333-9566). Any
employee found to have violated this policy (including failing to report a
violation that he or she observed) will be subjected to severe discipline up to
and including immediate termination. In addition, any Cracker Barrel employee
may report a violation of this policy to the applicable local, state or federal
enforcement agencies, including the Civil Rights Division of the United States
Department of Justice (1-800-896-7743 or 1-202-514-4713).

         Cracker Barrel and its employees cannot and will not reprimand,
penalize, or otherwise retaliate in any way against any employee who, in good
faith, opposes or reports alleged discrimination, either to Cracker Barrel or to
the applicable local, state or federal enforcement agencies. Any employee found
to have retaliated against another employee who opposed or reported
discrimination will be subjected to severe discipline up to and including
immediate termination.


- -----------------
        (1) Cracker Barrel may include, in its discretion, additional protected
classes in this policy statement.


                                       48


                                   APPENDIX B

                     CRACKER BARREL CUSTOMER COMPLAINT FORM

At Cracker Barrel, we aim to please all of our guests, all of the time. We
understand that you were dissatisfied with a recent visit to one of our stores.
In order to help us provide consistent quality service, please take a few
moments to advise us as to how we can do better and help us to fully investigate
your complaint:

ABOUT YOU:

    1.   Name: _________________________________________________________________
               Last                      First                  Middle

    2.   Home Address: _________________________________________________________
                       Street Address        City             State       Zip

    3.   Phone number where we can reach you during business hours:  (      )

       _________________


ABOUT YOUR VISIT:

    1.   When did you visit us?  _______________  ___________________  a.m./p.m.
                                      Date                Time

    2.   Which Cracker Barrel Location did you visit?

         City: ______________________________ State:  ______________

         Interstate: ________________________ Exit No.: ____________


   3. Because our staff may not know you by name, please describe what you
and your party look like (i.e., gender, age, race, etc.):

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________



                                       49


NATURE OF YOUR COMPLAINT:

    1.   Were you upset about (check one or more):
         (a)      The manner or place in which you were seated? ___________
         (b)      The quality of your food? ____________
         (c)      The manner in which you were served, or the time it took to
                  serve you? ___________
         (d)      Your interaction with a Manager?___________
         (e)      Your bill? ___________

GENERAL
    1.   Why do you think you had this disappointing experience?
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________


Please take a moment to help us understand more about your complaint by
completing the applicable portions:


     IF YOU HAD A COMPLAINT ABOUT SEATING:

    1.   Please describe the general nature of the complaint.
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________

    2.   What is the name of your host/ess?  ___________________________________
         (If you cannot recall, please describe him/her, including gender,
         approximate age, race, etc.):
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________

   3.    Did you request:  Smoking ____   Nonsmoking ____  First Available _____

   4.    Did you make any special seating request?  _____   _____  If so, what?
                                                     Yes      No
         _______________________________________________________________________

   5.    Number of people in your party.  ______________________________________




                                       50


   6.    Was there a wait to be seated when you arrived?   Yes _____   No ______

   7.    How long were you told it would take for your party to be seated? _____

   8.    How long did it take for your party to be seated? _____________________


         IF YOU HAD A COMPLAINT ABOUT FOOD:

   1.    What did the people in your party order to eat?
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________

   2.    Please explain the general nature of your complaint:
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________

   IF YOU HAD A COMPLAINT ABOUT SERVICE:

   1.    What is the name of your server?  _____________________________________
         (If you cannot recall, please describe him/her, including gender,
         approximate age, race, etc.):
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________

   2.    Do you have a complaint about the time it took your server to serve
         you?  If so, please explain:
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________

   3.    Do you have a complaint about the way your server treated you?  If so,
         please explain:
         _______________________________________________________________________
         _______________________________________________________________________



                                       51


         _______________________________________________________________________
         _______________________________________________________________________


   4.    Number of people in your party:________________________________________

             No. of adults: ________            Approximate ages: ____________

             No. of children: ________          Approximate ages: ____________



     IF YOU HAD A COMPLAINT ABOUT A MANAGER:

   1.    Did you or anyone in your party speak to a manager during your visit?
         _______________________________________________________________________

   2.    If so, what was his/her name?  ________________________________________

         (If you cannot recall, please describe him/her, including gender,
         approximate age, race, etc.):
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________

   3.    What did you tell the manager?
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________

   4.    How did the manager respond?
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________

   5.    Were you satisfied with the manager's response?  ________  If no,
         why not?
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________





                                       52


     IF YOU HAD A COMPLAINT ABOUT PAYMENT:

   1.    Do you have a complaint about the bill?  __________  If so, please
         explain:
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________

   2.    Did anyone in the party use a credit/debit card to pay for their meal?
         If so, whose name appears on the card?
         _______________________________________________________________________


   GENERAL


   1.    Was this your first visit to a Cracker Barrel? ________ If not, how
         often do you eat with us?
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________


   2.    Was this your first visit to this Cracker Barrel? _______  If not, how
         many times have you visited this location?_____________________________
         _______________________________________________________________________


   3.    Is there anything else you want us to know?
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________


                            PLEASE MAIL THIS FORM TO:
                                 ADDRESS FOR GR






                                       53




                                   APPENDIX C

                              Consent Order Summary

As a part of our Agreement with the Department of Justice, Cracker Barrel Old
Country Store will:

o        Create and adopt a revised guest non-discrimination policy;

o        Explain the revised non-discrimination policy to company managers and
         hourly employees;

o        Tell the public about the revised non-discrimination policy;

o        Improve our guest non-discrimination training program for managers and
         hourly employees;

o        Create a new Department to investigate guest complaints of
         discrimination;

o        Hire an Auditor to audit Cracker Barrel's compliance with the Order;
         and

o        Set up a Testing Program to test Cracker Barrel's compliance with this
         Order.


1.       Creation and adoption of a revised non-discrimination policy.

Pursuant to the Consent Order, we have revised the guest non-discrimination
policy. The policy has already been adopted and is currently published in the
new-hire paperwork. The policy is attached to this Summary.

2.       Communication to company managers and employees.

Within thirty (30) days, the revised non-discrimination policy must be: posted
in the employee break room at each location; included in future publications of
the Employee Handbook; placed in all PAR materials; and placed on the company
web site. Within fifteen (15) days, the company shall provide a copy of the
revised non-discrimination policy to all of its employees. The company will then
have an additional fifteen (15) days to secure a signed acknowledgment from each
employee, verifying that he or she has received, read and understood this
policy.

3.       Communication to the public

Within thirty (30) days, each Cracker Barrel Old Country Store(R) location will
post a sign in the vestibule (the entryway between the outer and inner doors of
each restaurant) which states the following:




                                       54



In the spirit of pleasing people, we invite everyone regardless of race, color,
disability, or national origin, to enjoy our restaurant and old country store.
Since 1969, we have tried our best to provide food and service in ways that
uphold our traditions of genuine quality. If you feel we have not delivered on
this promise, please let us know. 1-800-333-9566 or www.crackerbarrel.com (Drop
Us A Line).

We will also post our toll-free number and/or web site on one of the table tents
on every table and at the bottom of each guest's receipt.

4.       Implementation of an Enhanced Training Program for Management and
         Hourly Employees

We have also agreed to enhance our training program for management and hourly
employees by providing more specialized training with respect to the
identification and handling of discrimination complaints. Beginning with the
2004 annual GM convention, all general managers and district managers will be
required to attend a manager's training workshop at which such training will be
conducted. This workshop will be held during the annual convention. All
Associate and Senior Associate managers will view a videotape of this training
workshop and attend a question-and-answer session that will be facilitated by
the district manager. All managers will also be required to complete the Guest
Relations e-learning module on an annual basis.

All hourly employees will be required either to view a videotape of public
accommodations training or complete an e-learning module covering the same
material. In addition, all hourly employees will be required to successfully
complete the e-learning module training program in order to advance through PAR
or change positions within the system.

All managers hired after the institution of this program will attend a manager's
training workshop within ninety (90) days of hire. All hourly employees hired
after the institution of this program will view the videotape and/or
successfully complete the Guest Relations e-learning module.

5.       Creation of the Investigation Department

Beginning in Fiscal Year 2005, all customer complaints based on race, color, or
national origin will be handled by a newly-created Investigation Department.
Although managers will still be allowed to address any concerns of customers who
make discrimination complaints at the store level, managers will no longer be
responsible for investigating customer complaints. Managers are required to: (a)
accept complaints, either from the person affected or from any third party; (b)
to obtain all relevant information relating to the alleged discriminatory
conduct (including the race of the customer(s) and witness(es), if any); and (c)
to report the




                                       55


information to the Investigation Department within 24 hours of the incident -
even if the complaint has been satisfactorily resolved by the manager.
Additionally, if it is determined that it is not feasible for an employee of the
Investigation Department to conduct in-person interviews of individuals involved
in the alleged conduct, an investigator may direct a manager to conduct the
in-person interviews based on questions prepared by the investigator prior to
the interview. The Investigation Department will have the responsibility and the
power to thoroughly investigate all customer complaints involving or suspected
to involve alleged discrimination based on race or color. All managers are
required to cooperate to the fullest extent possible with these investigations.

6.       Retention of an Auditor

Cracker Barrel will hire an Auditor to: periodically review reports generated by
the Investigation Department; review the training material and various policies
and procedures relating to the identification and handling of customer
complaints based on race and color; and audit its overall compliance with the
Consent Order.

All managers are required to cooperate to the fullest extent possible with the
Auditor and/or the Auditor's representatives.

7.       Participation in a Testing Program

Cracker Barrel will participate in a store-level testing program to ensure that
the policies and procedures discussed above are being implemented in the field.
While the primary focus will be to analyze the company's compliance with its
internal policies and procedures regarding non-discrimination, the program may
also analyze other operational issues which Senior Management of the company
deems appropriate for testing (e.g., the time it takes to be greeted by the
server, the time it takes to receive food, whether the food was the appropriate
temperature when served, etc.).






                                       56



                                   APPENDIX D

[MANAGER VERSION]

         I HAVE BEEN GIVEN, READ, AND UNDERSTAND: (1) CRACKER BARREL'S
NON-DISCRIMINATION POLICY STATEMENT; AND (2) A SUMMARY OF THE CONSENT DECREE
ENTERED IN UNITED STATES OF AMERICA V. CRACKER BARREL OLD COUNTRY STORE, INC.,
NORTHERN DISTRICT OF GEORGIA, CIVIL ACTION NO. XXXXXX. I FURTHER UNDERSTAND THAT
FEDERAL LAW GUARANTEES THAT NO PERSON MAY BE DENIED, ON ACCOUNT OF THEIR RACE OR
COLOR, THE FULL USE AND ENJOYMENT OF CRACKER BARREL GOODS, SERVICES, OR
FACILITIES. I AGREE THAT, AS A CONDITION OF MY JOB, NEITHER I NOR ANY OTHER
PERSON UNDER MY DIRECTION SHALL VIOLATE THIS POLICY.

         I DECLARE UNDER PENALTY OF PERJURY THAT THE FOREGOING IS TRUE AND
CORRECT.

                                         ------------------------------
                                         [SIGNED]




[NON-MANAGER VERSION]

         I HAVE BEEN GIVEN, READ AND UNDERSTAND CRACKER BARREL'S
NON-DISCRIMINATION POLICY STATEMENT. I FURTHER UNDERSTAND THAT FEDERAL LAW
GUARANTEES THAT NO PERSON MAY BE DENIED, ON ACCOUNT OF THEIR RACE OR COLOR, THE
FULL USE AND ENJOYMENT OF CRACKER BARREL GOODS, SERVICES, OR FACILITIES. I AGREE
THAT, AS A CONDITION OF MY JOB, I SHALL NOT VIOLATE THIS POLICY.

         I DECLARE UNDER PENALTY OF PERJURY THAT THE FOREGOING IS TRUE AND
CORRECT.


                                         ----------------------------
                                         [SIGNED]







                                       57