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SUMMARY TERM SHEET			1
FORWARD-LOOKING STATEMENTS AND SPECIAL FACTORS			10
INTRODUCTION			12
THE TENDER OFFER			14
1.   Terms of the Tender Offer			14
2.   Purpose of the Tender Offer; Certain Effects of the Tender Offer			18
3.   Procedures for Tendering Shares			22
4.   Withdrawal Rights			28
5.   Purchase of Shares and Payment of Purchase Price			29
6.   Conditional Tender of Shares			31
7.   Conditions of the Tender Offer			32
8.   Price Range of Shares; Dividends			35
9.   Source and Amount of Funds			36
10. Certain Financial Information			38
11. Certain Information About CBRL			42
12. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares			44
13. Legal Matters; Regulatory Approvals			49
14. Material United States Federal Income Tax Consequences			49
15. Extension of the Tender Offer; Termination; Amendment			52
16. Fees and Expenses			53
17. Miscellaneous			54

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Who is offering to purchase my shares?		CBRL Group, Inc. which we refer to as “our,” “we,” “us,” the “Company” or “CBRL,” is offering to purchase shares of its common stock, $0.01 par value per share, including the associated rights.
What will the purchase price for the shares be?		We are conducting the tender offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price or prices (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. We will determine the purchase price that we will pay per share promptly after the tender offer expires. The purchase price will be the lowest price at which, based on the number of shares tendered and the prices specified by the tendering shareholders, we can purchase 16,750,000 shares, or such lesser number of shares as are properly tendered and not properly withdrawn prior to the expiration date of the tender offer. The purchase price will not be greater than $46.00 nor less than $42.00 per share. We will pay this purchase price in cash, less any applicable withholding taxes and without interest, for all the shares that we purchase pursuant to the tender offer, including the shares tendered at a price below the purchase price selected by us. We will not purchase shares tendered at prices greater than the purchase price or shares that we do not purchase because of odd lot priority, conditional tender or proration provisions. See Section 1.
		If you wish to maximize the chance that your shares will be purchased, you should check the box in the section of the letter of transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer” indicating that you will accept the purchase price we determine. If you agree to accept the purchase price determined in the tender offer, your shares will be deemed to be tendered at the minimum price of $42.00 per share. You should understand that this

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		election may lower the purchase price determined in the tender offer and could result in your shares being purchased at the minimum price of $42.00 per share.
How many shares will be purchased?		We will purchase 16,750,000 shares properly tendered in the tender offer, or such lesser number of shares as are properly tendered and not properly withdrawn prior to the expiration date of the tender offer. Each share is coupled with an associated right that we will acquire with the shares of common stock we purchase. (See below in this summary.) No additional consideration will be paid for the associated rights. The 16,750,000 shares that we are offering to purchase pursuant to the tender offer represent approximately 35.2% of our outstanding common stock as of March 28, 2006 (or approximately 33.4% of the shares on a diluted basis assuming the exercise of all outstanding vested stock options). We expressly reserve the right to purchase an additional number of shares not to exceed 2% of the outstanding shares, and could decide to purchase more shares, subject to applicable legal requirements. See Section 1. The tender offer is not conditioned on any minimum number of shares being tendered. The tender offer is, however, subject to certain other conditions, including the receipt of financing. See Section 7.
What will happen if more than 16,750,000 shares are tendered at or below the purchase price?		If more than 16,750,000 shares are tendered at or below the purchase price selected by us, we will purchase all shares tendered at or below the purchase price on a pro rata basis, except for odd lots (lots held by owners of less than 100 shares), which we will purchase on a priority basis as described in the immediately following paragraph and except for shares that were conditionally tendered and for which the condition was not satisfied. See Sections 5 and 6. We expressly reserve the right to purchase an additional number of shares not to exceed 2% of the outstanding shares, and could decide to purchase more shares, subject to applicable legal requirements. See Section 1.
If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration?		If you own beneficially or of record fewer than 100 shares in the aggregate, and you properly tender all of these shares at or below the purchase price before the tender offer expires and you complete the section entitled “Odd Lots” in the letter of transmittal, we will

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		purchase all of your shares without subjecting them to the proration procedure. See Section 1.
How will we pay for the shares?		We will need approximately $770,500,000 (plus expenses of approximately $2,400,000) to purchase 16,750,000 shares, assuming a maximum purchase price per share of $46.00. We anticipate that we will fund the purchase of the shares tendered in the tender offer primarily through borrowings under new credit facilities, for which we have received a conditional Commitment Letter (as defined in Section 9) from Wachovia Bank, National Association. The tender offer is subject to the receipt of the necessary financing. See Section 7 and Section 9.
How long do I have to tender my shares?		You may tender your shares until the tender offer expires. The tender offer will expire on April 27, 2006, at 12:00 midnight, New York City time, unless we extend it. See Section 1. We may choose to extend the tender offer for any reason, subject to applicable laws. We cannot assure you that we will extend the tender offer or indicate the length of any extension that we may provide. See Section 15. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely that such nominee has an earlier deadline for you to act to instruct it to accept the tender offer on your behalf. We urge you to contact the broker, dealer, commercial bank, trust company or other nominee to find out its applicable deadline.
Can the tender offer be extended, amended or terminated, and under what circumstances?		We can extend or amend the tender offer in our sole discretion, subject to applicable law. However, we cannot assure you that we will extend the tender offer, or indicate the length of any extension that we may provide. See Section 15. If we extend the tender offer, we will delay the acceptance of any shares that have been tendered. In addition, we can terminate the tender offer under certain circumstances. See Section 7 and Section 15.
How will I be notified if CBRL extends the tender offer or amends the terms of the tender offer?		If we decide to extend the tender offer, we will issue a press release not later than 9:00 a.m., New York City time, on the business day after the then-scheduled expiration date. We will announce any amendment to the tender offer by making a public announcement of the amendment and/or filing amended tender offer documents with the Securities and Exchange Commis-

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		sion. We post our press releases and filings with the Securities and Exchange Commission on our website at cbrl.com. See Section 15.
What is the purpose of the tender offer?		We believe that the tender offer is a prudent use of our financial resources given our present and expected future cash flows, business profile, assets and the current market price of our common stock. The tender offer represents an opportunity for us to immediately return cash to shareholders who elect to tender their shares, while at the same time increasing non-tendering shareholders’ proportionate ownership interest in us. See Section 2 and Section 11.
Are there any conditions to the tender offer?		Yes. Our obligation to accept and pay for your tendered shares depends upon a number of conditions, including the following:
		•  We must obtain the necessary financing for the tender offer as outlined in the terms and conditions of the Commitment Letter (as defined in Section 9).
		•  No decrease of more than 15% in the market price of our common stock, or in the Dow Jones Industrial Average, the Standard and Poor’s Index of 500 Industrial Companies, the New York Stock Exchange Composite Index, or the Nasdaq Composite Index, measured from the close of trading on March 31, 2006.
		•  No significant increase in the interest rate, distribution rate or other significant adverse change in the terms for debt security offerings in the United States.
		•  No legal action has been commenced, and we have not received notice of any legal action, that could reasonably be expected to adversely affect the tender offer.
		•  No one has proposed, announced or made a tender or exchange offer (other than this tender offer), merger, business combination or other similar transaction involving us.
		•  No one (including certain groups) has acquired or proposed to acquire more than 5% of our shares, other than any person who was a holder of more than 5% of our shares as of March 31, 2006.

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		•  No one has filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement reflecting an intent to acquire us or any of our subsidiaries.
		•  No material adverse change in our business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership has occurred.
		•  A determination by us that the consummation of the tender offer and the purchase of the shares pursuant to the tender offer will not cause our common stock to be delisted from the Nasdaq or to be eligible for deregistration under the Securities Exchange Act of 1934, as amended.
		The tender offer is subject to a number of other conditions described in greater detail in Sections 7 and 9.
What are the “associated common stock purchase rights”?		Each time we issue a share of common stock, the holder of the share becomes the owner of one stock purchase right pursuant to the Rights Agreement dated as of September 7, 1999, between the Company and SunTrust Bank, Atlanta, as rights agent, which is incorporated by reference as an exhibit to our Issuer Tender Offer Statement on Schedule TO. These associated common stock purchase rights are not represented by separate certificates. Instead, they automatically trade with the associated common stock. Unless the context otherwise requires, all references to the shares shall refer to the common stock of the Company and shall include the associated rights. Unless the associated rights are redeemed prior to the expiration of the tender offer, a tender of the shares will constitute a tender of the associated rights.
Following the tender offer, will we continue to be a public company?		Yes. Following the completion of the tender offer in accordance with its terms and conditions, our common stock will continue to be listed on the Nasdaq and we will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended. See Section 2.
How do I tender my shares?		The tender offer will expire at 12:00 midnight, New York City time, on April 27, 2006, unless we extend the

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		tender offer. To tender your shares, prior to the expiration of the tender offer:
		•  you must deliver your share certificate(s) and a properly completed and duly executed letter of transmittal to the depositary at one of the addresses appearing on the back cover page of this document; or
		•  the depositary must receive a confirmation of receipt of your shares by book-entry transfer and a properly completed and duly executed letter of transmittal or an agent’s message in the case of a book-entry transfer; or
		•  you must request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you; or
		•  you must comply with the guaranteed delivery procedures described in Section 3.
		You should contact the information agent or the dealer manager for assistance at their respective addresses and telephone numbers set forth on the back cover page of this document. See Section 3 and the instructions of the letter of transmittal. Please note that we will not purchase your shares in the tender offer unless the depositary receives the required documents prior to the expiration of the tender offer. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely such nominee has an earlier deadline for you to act to instruct them to accept the tender offer on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to find out its applicable deadline.
Once I have tendered shares in the tender offer, can I withdraw my tendered shares?		Yes. You may withdraw any shares you have tendered at any time before the expiration of the tender offer which will occur at 12:00 midnight, New York City time, on April 27, 2006, unless we extend the tender offer, in which case you can withdraw your shares until the expiration of the tender offer as extended. In addition, after our offer expires, if we have not accepted for payment the shares you have tendered to us, you may also withdraw your shares at any time after 12:00 midnight, New York City time, on May 25, 2006. See Section 4.

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How do I withdraw shares that I previously tendered?		You must deliver, on a timely basis, a written or facsimile notice of your withdrawal to the depositary at one of the addresses appearing on the back cover page of this document. Your notice of withdrawal must specify your name, the number of shares to be withdrawn and the name of the registered holder of these shares. Some additional requirements apply if the share certificates to be withdrawn have been delivered to the depositary or if your shares have been tendered under the procedure for book-entry transfer set forth in Section 3. See Section 4.
Can I participate in the tender offer if I hold shares through CBRL’s Dividend Reinvestment Program?		Yes. If you are a participant in CBRL’s Dividend Reinvestment Program, you may tender your shares by following the procedures described in Section 3.
How do holders of vested stock options for shares participate in the tender offer?		If you hold vested but unexercised options, you may exercise such options for cash in accordance with the terms of the applicable stock option plans and tender the shares received upon such exercise in accordance with this tender offer. An exercise of an option cannot be revoked even if shares received upon the exercise thereof and tendered in the tender offer are not purchased in the tender offer for any reason. See Section 3.
Have we or our Board of Directors adopted a position on the tender offer?		Our Board of Directors has unanimously approved the tender offer. However, neither we nor our Board of Directors nor the dealer manager, the depositary or the information agent makes any recommendation to you as to whether you should tender or refrain from tendering your shares or as to the price or prices at which you may choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the price or prices at which to tender your shares. In so doing, you should read carefully the information in this offer to purchase and in the letter of transmittal, including our reasons for making the tender offer. Our directors and executive officers have advised us that they do not intend to tender any of their shares in the tender offer. As a result, the tender offer will increase the proportional holding of our directors and executive officers. See Section 2 and Section 12.
If I decide not to tender, how will the tender offer affect my shares?		Shareholders who choose not to tender will own a greater percentage interest in our outstanding common

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		stock following the consummation of the tender offer. We do not and cannot predict, however, what the price of our common stock will be after completion of the tender offer.
What is the recent market price for the shares?		We publicly announced the tender offer on March 17, 2006, before the opening of trading on the Nasdaq on that date. On March 16, 2006, the last trading day prior to the announcement of the tender offer, the reported closing price of our common stock on the Nasdaq was $44.30 per share. On March 30, 2006, the last trading day prior to printing this offer to purchase, the reported closing price of our common stock on the Nasdaq was $44.67 per share. During the past month, our shares have traded at various times above the maximum offering price per share pursuant to the tender offer. Tendering your shares pursuant to the tender offer, especially at the price determined in the tender offer, could result in your receiving less consideration per share than you could receive in an open market sale. We urge you to obtain current market quotations for our common stock before deciding whether and at what price or prices to tender your shares. See Section 8.
When will we pay for the shares you tender?		We will pay the purchase price, net to you in cash, after any applicable withholding taxes and without interest, for the shares we purchase promptly after the expiration of the tender offer and the acceptance of the shares for payment. However, we do not expect to announce the results of the proration and begin paying for tendered shares until at least five business days after the expiration of the tender offer. See Section 5.
Will I have to pay brokerage commissions if I tender my shares?		If you are a registered shareholder and you tender your shares directly to the depositary, you will not incur any brokerage commissions. If you hold shares through a broker or bank, we urge you to consult your broker or bank to determine whether transaction costs are applicable. See Section 3.
What is the accounting treatment of the tender offer?		The accounting for the repurchase of the shares under the tender offer will result in a reduction of our shareholders’ equity in an amount equal to the aggregate purchase price of the repurchased shares plus certain expenses and an increase in long-term debt as

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		illustrated in Section 10, “Certain Financial Information.”
What are the U.S. federal income tax consequences if I tender my shares?		Generally, you will be subject to U.S. federal income taxation when you receive cash from us in exchange for the shares you tender. The receipt of cash for your tendered shares will be treated either as (1) a sale or exchange or (2) a distribution from us in respect of our stock. Holders of shares, including holders who are not U.S. holders, should consult their tax advisors as to the particular consequences to them of participation in the tender offer. See Section 14.
Will I have to pay any stock transfer tax if I tender my shares?		If you instruct the depositary in the letter of transmittal to make the payment for the shares to the registered holder, you will not incur any stock transfer tax. See Section 5.
Who can help answer my questions about the tender offer?		The information agent or the dealer manager can help answer your questions. The information agent is D.F. King & Co., Inc. and the dealer manager is Wachovia Capital Markets, LLC. Their contact information is set forth on the back cover page of this document.

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	•	Our ability to identify and execute capital structure or other initiatives intended to enhance long-term shareholder value.
	•	Our ability to obtain the necessary financing on the plans that have been announced.
	•	Our ability to divest our Logan’s Roadhouse, Inc. (“Logan’s”) subsidiary. See Sections 2 and 11.
	•	The effects of our incurring substantial indebtedness in order to obtain the funds with which to purchase shares tendered pursuant to this offer, including the resulting reduction in our cash flow available for operations, growth, acquisitions and dividends, the encumbering of our assets that might have otherwise been available for sale or encumbrance in connection with the incurrence of other future indebtedness, and the significant operating and financial restrictions imposed by our new Credit Facilities (as defined in Section 9).
	•	Changes in interest rates or capital market conditions affecting our financing costs or our ability to obtain financing.
	•	Our ability to identify, acquire and sell successful new lines of retail merchandise and new menu items for our restaurants.
	•	Our ability to sustain, or the effects of plans intended to improve, operational execution and performance.
	•	The effects of plans intended to promote or protect the Company’s brands and product.
	•	The effects of uncertain consumer confidence, higher costs for energy, consumer debt payments, general or regional economic weakness, or weather on our sales and

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		the travel habits, discretionary income or personal expenditure activity of our customers.
	•	Consumer behavior based on negative publicity or concerns over nutritional or safety aspects of the Company’s products or restaurant food in general, such as instances of “mad cow” disease, avian flu or other food borne illnesses, whether related to one of our restaurants or the restaurant industry generally, as well as the possible effects of such events on the price or availability of ingredients used in our restaurants.
	•	The effects of business trends on the outlook for individual restaurant locations and the effect on the carrying value of those locations.
	•	Our ability to retain key personnel during and after the restructuring process described in Section 12 of this offer to purchase.
	•	Our ability and cost to recruit, train, and retain qualified hourly and management employees.
	•	The effects of increased competition at Company locations on sales and on labor recruiting, cost and retention.
	•	The availability and cost of suitable sites for restaurant development and our ability to identify such sites.
	•	Changes in building materials and construction costs.
	•	The actual results of pending, future or threatened litigation or governmental investigations and the costs and effects of negative publicity associated with these activities.
	•	Changes in or implementation of additional governmental or regulatory rules, regulations and interpretations affecting tax, wage and hour matters, health and safety, pensions, insurance or other undeterminable areas.
	•	Practical or psychological effects of natural disasters or terrorist acts or war and military or government responses.
	•	Disruptions to our restaurant or retail supply chain.
	•	Changes in capital market conditions that could affect valuations of restaurant companies in general or our goodwill in particular.
	•	Changes in foreign exchange rates affecting our future retail inventory purchases.
	•	Implementation of new or changes in interpretation of existing accounting principles generally accepted in the United States of America.
	•	Effectiveness of internal controls over financial reporting and disclosure.

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	•	first, from all holders of odd lots (holders of less than 100 shares) who properly tender all of their shares at or below the purchase price selected by us and do not properly withdraw them before the expiration date;
	•	second, on a pro rata basis from all other shareholders who properly tender shares at or below the purchase price selected by us, other than shareholders who tender conditionally and whose conditions are not satisfied; and
	•	third, only if necessary to permit us to purchase 16,750,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) from holders who have tendered shares at or below the purchase price subject to the condition that a specified minimum number of the holder’s shares be purchased if any of the holder’s shares are purchased in the tender offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares.

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1.	Terms of the Tender Offer.

	•	increase the price to be paid for shares above $46.00 per share or decrease the price to be paid for shares below $42.00 per share, or

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	•	increase the number of shares being sought in the tender offer and such increase in the number of shares sought exceeds 2% of our outstanding shares (approximately 950,000 shares), or
	•	decrease the number of shares being sought in the tender offer, and
	•	the tender offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that we first publish, send or give notice, in the manner specified in Section 15, of any increase or decrease,

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	•	First, we will purchase all shares tendered by all holders of odd lots (as defined in Section 1) who:

	o	tender all shares owned beneficially or of record at a price at or below the purchase price selected by us (partial tenders will not qualify for this preference); and
	o	complete the section entitled “Odd Lots” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery.

	•	Second, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered at prices at or below the purchase price selected by us on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below.
	•	Third, only if necessary to permit us to purchase 16,750,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law), shares conditionally tendered (for which the condition was not initially satisfied) at or below the purchase price selected by us, will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares.

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2.	Purpose of the Tender Offer; Certain Effects of the Tender Offer.

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	•	The tender offer and related anticipated borrowings will provide a capital structure that makes greater use of financial leverage at expected interest rates, thus making possible improved earnings per share for our continuing shareholders;
	•	Capitalizing on pricing in the current bank, public and/or private debt markets that we believe to be attractive; and
	•	If we complete the tender offer, we will return cash to our shareholders who elect to receive a return of capital, while shareholders who do not tender, or who tender only a portion of their shares, will increase their percentage ownership in our shares.

	•	Upon completion of the tender offer, our indebtedness and interest expense would increase significantly;
	•	By increasing our indebtedness, the tender offer could reduce our ability to engage in significant cash acquisitions. Increased indebtedness could reduce our ability to cover existing contingent or other future liabilities or otherwise negatively affect our liquidity during periods of increased capital or operating expenses. There can be no assurance that we will be able to raise debt or equity financing in the future; and

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	•	The tender offer, if completed, will reduce our “public float,” which is the number of shares owned by non-affiliate shareholders and available for trading in the securities markets. This reduction in our public float could result in a lower stock price and/or reduced liquidity in the trading market for our common stock following completion of the tender offer.

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	•	any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries;
	•	any purchase, sale or transfer of an amount of our assets or any of our subsidiaries’ assets which is material to us or our subsidiaries;
	•	any material change in our present dividend rate or policy, our capitalization, indebtedness, corporate structure or business;
	•	any change in our present Board of Directors or management or any plans or proposals to change the number or the term of directors (although we may fill vacancies arising on the Board of Directors) or to change any material term of the employment contract of any executive officer;
	•	our ceasing to be authorized to be quoted on Nasdaq;
	•	our common stock becoming eligible for termination of registration under Section 12(g) of the Exchange Act;
	•	the suspension of our obligation to file reports under the Exchange Act;
	•	the acquisition or disposition by any person of our securities; or
	•	any changes in our certificate of incorporation, bylaws or other governing instruments, or other actions that could impede the acquisition of control of us.

3.	Procedures for Tendering Shares.

	•	the depositary must receive, at one of the depositary’s addresses set forth on the back cover page of this offer to purchase, share certificates (or confirmation of receipt of such shares under the procedure for book-entry transfer set forth below), together with a properly completed and duly executed letter of transmittal, including any required signature guarantees, or an “agent’s message” in the case of a book-entry transfer and any other documents required by the letter of transmittal, before the tender offer expires; or
	•	the tendering shareholder must comply with the guaranteed delivery procedure set forth below.

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	•	the letter of transmittal is signed by the registered holder of the shares (which term, for purposes of this Section 3, shall include any participant in The Depository Trust Company, referred to as the “book-entry transfer facility,” whose name appears on a security position listing as the owner of the shares) tendered therewith and the holder has not completed either the box captioned “Special Delivery

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		Instructions” or the box captioned “Special Payment Instructions” in the letter of transmittal; or
	•	shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of an acceptable medallion guarantee program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act. See Instruction 1 of the letter of transmittal.

	•	a properly completed and duly executed letter of transmittal, including any required signature guarantees, or an agent’s message in the case of a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by the depositary at one of its addresses set forth on the back cover page of this document before the expiration date; or
	•	the guaranteed delivery procedure described below must be followed.

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	•	the shareholder makes the tender by or through an eligible guarantor institution;
	•	the depositary receives by hand, mail, overnight courier or facsimile transmission, before the expiration date, a properly completed and duly executed notice of guaranteed delivery in the form we have provided, specifying the price at which the shareholder is tendering shares, including (where required) a guarantee by an eligible guarantor institution in the form set forth in such notice of guaranteed delivery; and
	•	the depositary receives the share certificates, in proper form for transfer, or confirmation of book-entry transfer of the shares into the depositary’s account at the book-entry transfer facility, together with a properly completed and duly executed letter of transmittal, or a manually signed facsimile thereof, and including any required signature guarantees, or an agent’s message in the case of a book-entry transfer, and any other documents required by the letter of transmittal, within three Nasdaq trading days after the date of receipt by the depositary of the notice of guaranteed delivery.

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	•	the shareholder has a net long position in the shares or equivalent securities at least equal to the shares tendered within the meaning of Rule 14e-4 of the Exchange Act; and
	•	the tender of shares complies with Rule 14e-4.

	•	has a net long position equal to or greater than the amount tendered in:

	o	the shares; or
	o	securities immediately convertible into, or exchangeable or exercisable for, the shares; and

	•	will deliver or cause to be delivered the shares in accordance with the terms of the tender offer.

4.	Withdrawal Rights.

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5.	Purchase of Shares and Payment of Purchase Price.

	•	will determine the purchase price we will pay for shares properly tendered and not properly withdrawn before the expiration date, taking into account the number of shares so tendered and the prices specified by tendering shareholders; and

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	•	will accept for payment and pay for, and thereby purchase, up to 16,750,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) properly tendered at prices at or below the purchase price and not properly withdrawn prior to the expiration date.

	•	payment of the purchase price is to be made to any person other than the registered holder;
	•	certificate(s) for shares not tendered or tendered but not purchased are to be returned in the name of and to any person other than the registered holder(s) of such shares; or

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	•	if tendered certificates are registered in the name of any person other than the person signing the letter of transmittal;

6.	Conditional Tender of Shares.

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7.	Conditions of the Tender Offer.

	•	we are or will be unable, prior to the expiration date, to obtain financing on the terms and conditions set forth in the Commitment Letter (as defined in Section 9) and otherwise satisfactory to us that will be sufficient to purchase the shares tendered pursuant to the tender offer, to refinance certain existing indebtedness and to pay related fees and expenses;
	•	there has been instituted or be pending or we have received notice of any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly:

	o	challenges the making of the tender offer, the acquisition of some or all of the shares under the tender offer or otherwise relates in any manner to the tender offer; or
	o	in our reasonable judgment, could materially and adversely affect the business, condition (financial or otherwise), assets, income, operations or prospects of us or any of our subsidiaries, or otherwise materially impair the contemplated benefits of the tender offer as described in Section 2;

	•	there is any action pending or of which we have received notice, or there has been any approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the tender offer or us or any of our subsidiaries, by any court or any authority, agency or tribunal that, in our reasonable judgment, would:

	o	make the acceptance for payment of, or payment for, some or all of the shares illegal or otherwise restrict or prohibit completion of the tender offer;
	o	materially delay or restrict the ability of us, or render us unable, to accept for payment or pay for some or all of the shares;
	o	materially impair the contemplated benefits of the tender offer to us; or

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	o	materially and adversely affect the business, condition (financial or otherwise), assets, income, operations or prospects of us or our subsidiaries, or otherwise materially impair the contemplated future conduct of the business of us or any of our subsidiaries;

	•	there shall have occurred:

	o	any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States;
	o	the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States;
	o	a material change in United States or any other currency exchange rates or a suspension of or limitation on the markets therefor;
	o	the commencement or escalation of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, including but not limited to an act of terrorism;
	o	any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any disruption or adverse change or other event in the financial or capital markets generally or the market for loan syndications in particular, that, in our reasonable judgment, would affect the extension of credit by banks or other lending institutions in the United States;
	o	any change in the general political, market, economic or financial conditions in the United States or abroad that could, in our reasonable judgment, have a material adverse effect on the business, condition (financial or otherwise), assets, income, operations or prospects of us or our subsidiaries or on the trading of the shares, the proposed financing for the tender offer or on the benefits of the tender offer to us as described in Section 2;
	o	any decrease by more than 15% in the market price of the shares or the Dow Jones Industrial Average, the Standard and Poor’s Index of 500 Industrial Companies, the New York Stock Exchange Composite Index or the Nasdaq Composite Index, measured from the close of business on March 31, 2006;
	o	any significant increase in the interest rate, distribution rate or other significant adverse change in the terms for debt security offerings in the United States; or
	o	in the case of any of the foregoing existing at the time of the commencement of the tender offer, a material acceleration or worsening thereof;

	•	a tender offer or exchange offer for any or all of the shares (other than this tender offer), or any merger, business combination or other similar transaction with or involving us or any of our subsidiaries or affiliates (except for any transaction or proposed transaction involving Logan’s, if and to the extent that such transaction or proposed transaction has been authorized and approved by our Board of Directors) shall have been proposed, announced or made by any person, entity or group;

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	•	any of the following shall have occurred (except, in each case, in connection with a Logan’s transaction as described above):

	o	any “group” (as that term is used in Section 13(d)(3) of the Exchange Act) shall own or have acquired or proposed to acquire, or any entity or individual shall have acquired or proposed to acquire, beneficial ownership of more than 5% of our outstanding shares (other than as and to the extent disclosed in a Schedule 13D or Schedule 13G filed with the SEC on or before March 31, 2006);
	o	any entity, group or person who has filed a Schedule 13D or Schedule 13G with the SEC on or before March 31, 2006 with respect to our shares shall have acquired or proposed to acquire beneficial ownership of an additional 2% or more of our outstanding shares; or
	o	any person, entity or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement indicating an intent to acquire us or any of our subsidiaries or any of our or their respective assets or securities;

	•	any change or combination of changes (or condition, event or development involving a prospective change) has occurred in the business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership of us or any of our subsidiaries, that in our judgment is or may reasonably be likely to be material and adverse to us or any of our subsidiaries, or the benefits of the tender offer to us;
	•	any approval, permit, authorization, favorable review or consent of any governmental entity required to be obtained in connection with the tender offer has not been obtained on terms satisfactory to us in our reasonable judgment; or
	•	we reasonably determine that the completion of the tender offer and the purchase of the shares may:

	o	cause the shares to be held of record by fewer than 300 persons; or
	o	cause the shares to be delisted from the Nasdaq or to be eligible for deregistration under the Exchange Act.

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8.	Price Range of Shares; Dividends.

										Dividend
		High				Low				Paid
Fiscal Year 2006 (ending July 28, 2006)
Third Quarter (through March 30, 2006)		$	47.95			$	42.39			$	0.13
Second Quarter		$	45.00			$	33.95			$	0.13
First Quarter		$	41.45			$	33.11			$	0.12
Fiscal Year 2005 (ended July 29, 2005)
Fourth Quarter		$	42.12			$	37.75			$	0.12
Third Quarter		$	44.60			$	38.38			$	0.12
Second Quarter		$	43.14			$	36.08			$	0.12
First Quarter		$	37.09			$	30.00			$	0.11
Fiscal Year 2004 (ended July 30, 2004)
Fourth Quarter		$	38.11			$	30.55			$	0.11
Third Quarter		$	41.24			$	37.09			$	0.11
Second Quarter		$	42.07			$	36.61			$	0.11
First Quarter		$	39.02			$	32.25				—

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9.	Source and Amount of Funds.

	•	the repayment and termination of our existing bank credit facility;
	•	there shall not have occurred any condition or change in our financial condition that is material and adverse;
	•	the credit facilities shall have received a public surveillance rating from S&P and Moody’s, at least 20 days prior to the closing date of the Credit Facilities;
	•	the absence of any continuing default under the definitive loan documents; and
	•	the accuracy of all representations and warranties made in the definitive loan documents, including the absence of a material adverse change our business or assets or in our condition, financial or otherwise.

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10.	Certain Financial Information

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								Pro Forma
($000’s)				Historical				Adjustments				Pro Forma
ASSETS
Cash and cash equivalents				$	20,576			$	788,125	(a)
									(15,068	)(b)
									(772,938	)(c)		$	20,695
Accounts receivable					14,485								14,485
Inventories					133,624								133,624
Prepaid expenses					10,003								10,003
Deferred income taxes					9,532								9,532
Total current assets					188,220				119				188,339
Property and equipment					1,725,849								1,725,849
Accumulated depreciation and amortization					477,778								477,778
Property and equipment-net					1,248,071								1,248,071
Goodwill-net					93,724								93,724
Other assets					35,592				11,875	(a)			47,467
Total assets				$	1,565,607			$	11,994			$	1,577,601
LIABILITIES AND SHAREHOLDERS’ EQUITY
Trade accounts payable				$	67,774							$	67,774
Income taxes payable					15,369								15,369
Accrued employee compensation					40,184								40,184
Deferred gift card revenues					34,701								34,701
Other accrued expenses					99,344			$	(68	)(b)			99,276
Current maturities of long-term debt and other long-term obligations					177								177
Total current liabilities					257,549				(68	)			257,481
Long-term debt					208,563				800,000	(a)
									(15,000	)(b)
													993,563
Other long-term obligations					161,777								161,777
Shareholder’s equity:
	Common stock				472				(168	)(c)			304
	Additional paid-in capital				23,454				(23,454	)(c)			0
	Retained earnings				913,792				(749,316	)(c)			164,476
Total shareholder’s equity					937,718				(772,938	)			164,780
													0
Total liabilities and shareholders’ equity				$	1,565,607			$	11,994			$	1,577,601
		Book value per common share		$	19.88			$	(14.46	)(c)		$	5.42

(a)	Reflects $788,125 of Term Facility proceeds, net of estimated debt issuance costs and certain related expenses of $11,875.

(b)	Reflects repayment of outstanding balance of $15,000 under the existing bank credit facility balance plus accrued interest of $68.

(c)	Reflects repurchase of 16,750,000 shares of common stock assuming maximum price in range of $46.00 per share plus $2,438 of expenses.

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							Pro Forma
($000’s)			Historical				Adjustments				Pro Forma
Total revenue				2,567,548								2,567,548
Cost of goods sold				847,045								847,045
Gross profit				1,720,503								1,720,503
Labor and related expenses				939,849								939,849
Other operating expenses				447,506								447,506
Store operating income				333,148								333,148
General & administrative				130,986								130,986
Operating income				202,162								202,162
Interest expense				8,693			$	54,872	(a)			63,565
Interest income				96								96
Income before income taxes				193,565				(54,872	)			138,693
Provision for income taxes				66,925				(18,969	)(b)			47,956
Net income			$	126,640			$	(35,903	)		$	90,737
Net income per share
	Basic		$	2.65			$	0.27			$	2.92
	Diluted		$	2.45			$	0.15			$	2.60
Weighted Average Shares
	Basic			47,791				(16,750	)(c)			31,041
	Diluted			53,382				(16,750	)(c)			36,632

(a)	Reflects interest expense on the Term Facility assuming an annual interest rate of 6.63% and amortization of deferred financing costs related to new debt. The annual interest rate assumption is based upon a recent swap rate for the Company’s pending Term Facility. A swap rate would convert the floating rate of the Term Facility to a fixed rate over the entire seven-year term. This swap rate is not necessarily indicative of the fixed rate that the Company will be able to attain in the future, since these rates change daily, when and if the Company decides to fix the interest rate on the Term Facility. A change of 0.125% in this swap rate would change the annual interest expense by $1,000. The estimated deferred financing costs of $11,875 are amortized 20% over the five-year term of the Revolving Facility and the remaining 80% over the seven-year term of the Term Facility.
(b)	Reflects historical annual income tax rate of 34.57%.
(c)	Reflects repurchase of 16,750,000 shares of common stock assuming maximum price of range of $46.00 per share. No adjustment for the dilutive effect of stock options due to share price changes related to these transactions is estimable or included.

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							Pro Forma
($000’s)			Historical				Adjustments				Pro Forma
Total revenue				1,327,713								1,327,713
Cost of goods sold				435,191								435,191
Gross profit				892,522								892,522
Labor and related expenses				476,595								476,595
Impairment charges and store closing costs				6,765								6,765
Other operating expenses				242,054								242,054
Store operating income				167,108								167,108
General & administrative				76,377								76,377
Operating income				90,731								90,731
Interest expense				4,816			$	27,436	(a)			32,252
Interest income				112								112
Income before income taxes				86,027				(27,436	)			58,591
Provision for income taxes				29,508				(9,411	)(b)			20,097
Net income			$	56,519			$	(18,025	)		$	38,494
Net income per share
	Basic		$	1.21			$	0.07			$	1.28
	Diluted		$	1.13			$	0.02			$	1.15
Weighted average shares
	Basic			46,727				(16,750	)(c)			29,977
	Diluted			51,840				(16,750	)(c)			35,090

(a)	Reflects interest expense on the Term Facility assuming an annual interest rate of 6.63% and amortization of deferred financing costs related to new debt. The annual interest rate assumption is based upon a recent swap rate for the Company’s pending Term Facility. A swap rate would convert the floating rate of the Term Facility to a fixed rate over the entire seven-year term. This swap rate is not necessarily indicative of the fixed rate that the Company will be able to attain in the future, since these rates change daily, when and if the Company decides to fix the interest rate on the Term Facility. A change of 0.125% in this swap rate would change the annual interest expense by $1,000. The estimated deferred financing costs of $11,875 are amortized 20% over the five-year term of the Revolving Facility and the remaining 80% over the seven-year term of the Term Facility.
(b)	Reflects historical six-month income tax rate of 34.3%.
(c)	Reflects repurchase of 16,750,000 shares of common stock assuming maximum price in range of $46.00 per share. No adjustment for the dilutive effect of stock options due to share price changes related to these transactions is estimable or included.

		Fiscal Year Ended				Six-Months Ended
		July 29, 2005				January 27, 2006
Ratio of earnings to fixed charges(a)			7.53				6.37
Pro forma ratio of earnings to fixed charges			2.63				2.34

(a)	“Earnings” used to compute this ratio are before income taxes and before fixed charges (excluding interest capitalized during the period). Fixed charges consist of interest, whether or not capitalized, amortization of debt discount and expense, and one-third of all rent expense for operating leases (considered representative of the interest factor).

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11.	Certain Information About CBRL

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SEC Filings		Period or Date
(File No. 0000-25225)		(if applicable)		Date Filed with SEC
Annual Report on Form 10-K		Year Ended July 29, 2005		September 26, 2005
Quarterly Report on Form 10-Q		Quarter Ended October 28, 2005		November 30, 2005
Definitive Proxy Statement				October 21, 2005
Quarterly Report on Form 10-Q		Quarter Ended January 27, 2006		March 3, 2006
Current Report on Form 8-K		March 16, 2006		March 17, 2006

12.	Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares.

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				Shares
				Beneficially
Name		Position		Owned(1)				Percent of Class
Michael A. Woodhouse		Chairman, President and Chief Executive Officer			715,971				1.5	%
Lawrence E. White		Senior Vice President — Finance and Chief Financial Officer			93,847				*
N.B. Forrest Shoaf		Senior Vice President, General Counsel and Corporate Secretary			2,334				*
Diana S. Wynne		Senior Vice President, Corporate Affairs			0				*
Patrick A. Scruggs		Vice President, Accounting and Tax and Chief Accounting Officer			13,039				*
Cyril J. Taylor		President and Chief Operating Officer — Cracker Barrel Old Country Store, Inc.			60,282				*
G. Thomas Vogel		President and Chief Operating Officer — Logan’s Roadhouse, Inc.			10,952				*
David L. Gilbert		Chief Administrative Officer — Cracker Barrel Old Country Store, Inc.			50,131				*
James D. Carreker		Director			8,333				*
Robert V. Dale		Director			77,749				*
Richard J. Dobkin		Director			0				*
Robert C. Hilton		Director			109,332				*
Charles E. Jones, Jr.		Director			85,782				*
B. F. “Jack” Lowery		Director			147,282				*
Martha M. Mitchell		Director			48,919				*
Erik Vonk		Director			0				*
Andrea M. Weiss		Director			3,333				*
Jimmie D. White		Director			20,736				*
All executive officers and directors as a group (18 persons)					1,448,022				3.0	%

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*	Less than one percent.

(1)	Includes the following number of restricted shares and shares subject to options exercisable by the named holders within 60 days:

Michael A. Woodhouse			627,486			Robert V. Dale			75,067
Lawrence E. White			82,258			Richard J. Dobkin			0
N.B. Forrest Shoaf			2,334			Robert C. Hilton			100,379
Diana S. Wynne			0			Charles E. Jones, Jr.			75,067
Patrick A. Scruggs			12,835			B. F. “Jack” Lowery			131,003
Cyril J. Taylor			59,275			Martha M. Mitchell			47,755
G. Thomas Vogel			10,752			Erik Vonk			0
David L. Gilbert			45,431			Andrea M. Weiss			3,333
James D. Carreker			6,666			Jimmie D. White			8,333
						All executive officers and directors as a group (18 persons)			1,287,974

		The shares described in this note are considered outstanding for the purpose of computing the percentage of outstanding CBRL common stock owned by each named individual and by the group. They are not considered outstanding for the purpose of computing the percentage ownership of any other person.

Date of

Number of

Price Per

Name

Transaction

Nature of Transaction

Shares

Share

Diana S. Wynne

02/23/06

Restricted stock to vest in 2011

3,000

$

0.00

Cyril J. Taylor

03/16/06

Restricted stock to vest in 2011

10,000

$

0.00

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13.	Legal Matters; Regulatory Approvals.

14.	Material United States Federal Income Tax Consequences.

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	•	results in a “complete termination” of all such Holder’s equity interest in us;
	•	results in a “substantially disproportionate” redemption with respect to such Holder; or
	•	is “not essentially equivalent to a dividend” with respect to such Holder.

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15.	Extension of the Tender Offer; Termination; Amendment.

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16.	Fees and Expenses.

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17.	Miscellaneous.

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By Mail:		By Facsimile Transmission:		By Hand or Overnight Courier:
Computershare Trust Company of New York		For Eligible Institutions Only: (212) 701-7636		Computershare Trust Company of New York
Wall Street Station P.O. Box 1010 New York, NY 10268-1010		For Confirmation Only Telephone: (212) 701-7600		Wall Street Plaza 88 Pine Street, 19th Floor New York, NY 10005

 

By Mail:		By Facsimile Transmission:		By Hand or Overnight Courier:
Computershare Trust Company		For Eligible Institutions Only:		Computershare Trust Company
of New York		(212) 701-7636		of New York
Wall Street Station				Wall Street Plaza
P.O. Box 1010		For Confirmation Only Telephone:		88 Pine Street, 19th Floor
New York, NY 10268-1010		(212) 701-7600		New York, NY 10005

		Shares of Common Stock Tendered
		(Attach and Sign Additional List if Necessary)
				Number
Name(s) & Address(es) of Registered Holders(s)				of Shares		Number
(Please Fill in, if Blank, Exactly as		Certificate		Represented by		of Shares
Name(s) Appear(s) on Certificate(s))		Number(s)*		Certificate(s)*		Tendered**
		Total Shares Tendered:

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1st:		2nd:		3rd:		4th:		5th:		6th:

o	Check here if you are delivering tendered shares pursuant to a notice of guaranteed delivery that you previously sent to the depositary. Enclose a photocopy of the notice of guaranteed delivery and complete the following:

o	Check here if any certificates evidencing the shares you are tendering with this letter of transmittal have been lost, stolen, destroyed or mutilated. If you check this box, you must complete an affidavit of loss and return it with your

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	letter of transmittal. You should call SunTrust Bank, our transfer agent, at (800) 568-3476 or (404) 588-7815, to get information about the requirements for replacement. You may be required to post a bond to secure against the risk that certificates may be subsequently recirculated. Please call SunTrust Bank immediately to obtain an affidavit of loss and to receive further instructions on how to proceed, so that the timely processing of this letter of transmittal will not be impeded. See Instruction 17.
o	Check here if you intend to tender shares held in the Dividend Reinvestment Program. See Instruction 9.
o	Check here if you are a financial institution that is a participating institution in the book-entry transfer facility’s system and you are delivering the tendered shares by book-entry transfer to an account maintained by the depositary at the book-entry transfer facility, and complete the following:

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Note:	Signatures Must be Provided on the Page Below Captioned “Shareholder(s) Sign Here”. If You Want to Tender Your Shares, Please Read the Accompanying Instructions Carefully.

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SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payer’s Request for TIN and Certification		Part I — Taxpayer Identification Number (“TIN”) PLEASE PROVIDE YOUR TIN ON THE APPROPRIATE LINE AT THE RIGHT. For most individuals, this is your social security number. If you do not have a number, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. If you are awaiting a TIN, write “Applied For” in this Part I, complete the “Certificate of Awaiting Taxpayer Identification Number” below and see ‘IMPORTANT TAX INFORMATION.”		Social Security Number OR Employer Identification Number

Name: Please check the appropriate box indicating your status: o Individual/Sole proprietor    o Corporation o Partnership    o Other o Exempt from backup withholding Address (number, street, and apt or suite no.) City, state, and ZIP code		Part II — Certification Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).

	Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.

Sign Here		Signature of Person		U.S. Date

NOTE:	FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE TENDER OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS, AND PLEASE SEE “IMPORTANT TAX INFORMATION.”

Sign Here		Signature of Person		U.S. Date

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						Give the name and
						SOCIAL SECURITY number
For this type of account:						of:

1.		Individual		The individuals
2.		Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account(1)
3.		Custodian account of a minor (Uniform Gift to Minors Act)		The minor(2)
4.		a. The usual revocable savings trust (grantor is also trustee)		The grantor-trustee(1)
		b. So-called trust account that is not a legal or valid trust under state law		The actual owner(1)
5.		Sole proprietorship or single-owner LLC		The owner(3)
6.		Sole proprietorship or single-member LLC		The owner(3)
7.		A valid trust, estate or pension trust		The legal entity(4)

						Give the name and
						EMPLOYER
For this type of account:						IDENTIFICATION number of:

8.		Corporation or LLC electing corporate status on IRS Form 8832		The corporation
9.		Association, club, religious, charitable, educational, or other tax-exempt organization		The organization
10.		Partnership or multi-member LLC		The partnership
11.		A broker or registered nominee		The broker or nominee
12.		Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity

	NOTE:	If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

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1.	An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2).
2.	The United States or any of its agencies or instrumentalities.
3.	A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.
4.	A foreign government or any of its political subdivisions, agencies or instrumentalities.
5.	An international organization or any of its agencies or instrumentalities.

6.	A corporation.
7.	A foreign central bank of issue.
8.	A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.
9.	A futures commission merchant registered with the Commodity Futures Trading Commission.

10.	A real estate investment trust.
11.	An entity registered at all times during the tax year under the Investment Company Act of 1940.
12.	A common trust fund operated by a bank under Section 584(a).
13.	A financial institution.
14.	A middleman known in the investment community as a nominee or custodian.
15.	A trust exempt from tax under Section 664 or described in Section 4947.

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By Mail:		By Facsimile Transmission:		By Hand or Overnight Courier:
Computershare Trust Company		For Eligible Institutions Only:		Computershare Trust Company
of New York		(212) 701-7636		of New York
Wall Street Station				Wall Street Plaza
P.O. Box 1010		For Confirmation Only Telephone:		88 Pine Street, 19th Floor
New York, NY 10268-1010		(212) 701-7600		New York, NY 10005

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By Mail:		By Facsimile Transmission:		By Hand or Overnight Courier:
Computershare Trust Company of New York Wall Street Station P.O. Box 1010 New York, NY 10268-1010		For Eligible Institutions Only: (212) 701-7636 For Confirmation Only Telephone: (212) 701-7600		Computershare Trust Company of New York Wall Street Plaza 88 Pine Street, 19th Floor New York, NY 10005

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	o	The undersigned wants to maximize the chance of having CBRL purchase all shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders shares and is willing to accept the purchase price determined by CBRL pursuant to the terms of the tender offer (the “Purchase Price”). THE UNDERSIGNED UNDERSTANDS THAT THIS ELECTION MAY LOWER THE PURCHASE PRICE DETERMINED IN THE TENDER OFFER AND COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $42.00 PER SHARE.

o  $42.00		o  $43.00		o  $44.00		o  $45.00		o  $46.00
o  $42.25		o  $43.25		o  $44.25		o  $45.25
o  $42.50		o  $43.50		o  $44.50		o  $45.50
o  $42.75		o  $43.75		o  $44.75		o  $45.75

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Dated:	, 2006

Dated:	, 2006

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	•	first, from all holders of “odd lots” (holders of less than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them before the expiration date;
	•	second, on a pro rata basis from all other shareholders who properly tender shares at or below the Purchase Price, other than shareholders who tender conditionally and whose conditions are not satisfied, with appropriate adjustments to avoid purchases of fractional shares; and
	•	third, only if necessary to permit CBRL to purchase 16,750,000 shares (or such greater number of shares as CBRL may elect to purchase, subject to applicable law) from holders who have tendered shares at or below the Purchase Price subject to the condition that a specified minimum number of such shareholder’s shares be purchased if any of the shareholder’s shares are purchased in the tender offer (for which the condition was not initially satisfied) at or below the Purchase Price by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares.

	1. Offer to Purchase, dated March 31, 2006;
	2. Letter to Our Clients, which you may send to your clients for whom you hold shares registered in your name or in the name of your nominee, with an Instruction Form provided for obtaining such clients’ instructions with regard to the tender offer;
	3. Letter of Transmittal, for your use and for the information of your clients, together with accompanying instructions, Substitute Form W-9, and Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9;
	4. Notice of Guaranteed Delivery, to be used to accept the tender offer in the event that you are unable to deliver the share certificates, together with all other required documents, to the depositary before the expiration date, or if the procedure for book-entry transfer cannot be completed before the expiration date;
	5. Letter to Shareholders from the Chairman, President and Chief Executive Officer of CBRL; and
	6. Return envelope addressed to Computershare Trust Company of New York, as the depositary.

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	•	first, from all holders of odd lots (holders of less than 100 shares) who properly tender all of their shares of such at or below the Purchase Price and do not properly withdraw them before the expiration date;
	•	second, on a pro rata basis from all other shareholders who properly tender shares at or below the Purchase Price, other than shareholders who tender conditionally and whose conditions are not satisfied, with appropriate adjustments to avoid purchases of fractional shares; and
	•	third, only if necessary to permit CBRL to purchase 16,750,000 shares (or such greater number of shares as CBRL may elect to purchase, subject to applicable law) from holders who have tendered shares at or below the Purchase Price subject to the condition that a specified minimum number of such shareholder’s shares be purchased if any of the shareholder’s shares are purchased in the tender offer (for which the condition was not initially satisfied) at or below the Purchase Price by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares.

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