UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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Dear Shareholder:

     We have enclosed with this letter the proxy statement for our 2007 Annual Meeting of shareholders.

     We are using the SEC’s new “e-proxy” rules, which allow us to make our proxy statement and related proxy materials available on the Internet. As a result, many of you may already have received a “Notice of Internet Availability of Proxy Materials.” That notice described how you can obtain our proxy materials (consisting of this proxy statement, a form of proxy card and our annual report to shareholders for the year ended August 3, 2007). The e-proxy rules provide us the opportunity for cost savings on the printing and distribution of our proxy materials and we hope that, if possible and convenient for you, you will use them. Alternatively, you can receive paper copies of the proxy materials. In either event, we hope that you find the annual report to shareholders interesting and useful in understanding our company.

     This year’s Annual Meeting will be held on Thursday, November 29, 2007, at 10:00 a.m. Central Time, at our offices at 305 Hartmann Drive, Lebanon, Tennessee 37087, and you are most welcome to attend.

     At this year’s meeting, you will have an opportunity to vote on the election of 11 directors, certain matters with respect to our Omnibus Incentive Compensation Plan and the selection of Deloitte & Touche LLP as CBRL’s independent registered public accounting firm. We will discuss CBRL and its performance during the past fiscal year, particularly commenting on the results of business operations of our Cracker Barrel Old Country Store^® as well as the strategic initiatives that we completed during 2007. Representatives from Deloitte & Touche LLP also will be available at the meeting, and, following our report, we will try to answer your appropriate questions as well as we can.

     Your interest in CBRL and your vote are very important to us, so please review the proxy statement and our annual report in detail and return your proxy card as soon as possible. We want your vote to be represented at the Annual Meeting. For those of you who plan to visit with us in person at the Annual Meeting, we look forward to seeing you, and please have a safe trip.

		Sincerely,
		Michael A. Woodhouse
October 19, 2007		Chairman, President and Chief Executive Officer

305 Hartmann Drive
Lebanon, Tennessee 37087

Notice of Annual Meeting of Shareholders

DATE OF MEETING:		Thursday, November 29, 2007
TIME OF MEETING:		10:00 a.m. Central Time
PLACE OF MEETING:		305 Hartmann Drive Lebanon, Tennessee 37087
ITEMS OF BUSINESS:		1)   to elect 11 directors;
		2)   to re-approve certain performance criteria under the CBRL 2002 Omnibus Incentive Compensation Plan as described in the accompanying proxy statement;
		3)   to approve certain amendments to the CBRL 2002 Omnibus Incentive Compensation Plan as described in the accompanying proxy statement;
		4)   to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the 2008 fiscal year; and
		5)   to conduct other business properly brought before the meeting.
WHO MAY VOTE/RECORD DATE:		You may vote if you were a shareholder of record on October 1, 2007.
DATE OF MAILING:		This proxy statement and the form of proxy are first being mailed or provided to shareholders on or about October 19, 2007.

		By Order of the Board of Directors,
		N.B. Forrest Shoaf
		Secretary

Lebanon, Tennessee
October 19, 2007

CBRL GROUP, INC.
305 Hartmann Drive
Lebanon, Tennessee 37087
Telephone: (615) 444-5533

PROXY STATEMENT FOR 2007 ANNUAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

GENERAL INFORMATION			1
VOTING MATTERS			4
BOARD OF DIRECTORS AND COMMITTEES			9
EXECUTIVE COMPENSATION			12
Compensation Discussion and Analysis			12
Compensation Committee Report			31
Compensation Tables and Information			32
Summary Compensation Table			32
Grants of Plan-Based Awards Table			33
Outstanding Equity Awards at Fiscal Year-End Table			34
Option Exercises and Stock Vested Table			35
Nonqualified Deferred Compensation Table			35
Potential Payments Upon Termination or Change in Control			36
Director Compensation Table			37
Employment and Other Agreements			37
Compensation Committee Interlocks and Insider Participation			40
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			41
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			42
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			42
PROPOSAL 1: ELECTION OF DIRECTORS			44
PROPOSALS 2 AND 3: RE-APPROVAL OF MATERIAL TERMS OF PERFORMANCE GOALS AND APPROVAL OF AMENDMENTS TO THE CBRL GROUP 2002 OMNIBUS INCENTIVE COMPENSATION PLAN			50
PROPOSAL 4: APPROVAL OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			59
FEES PAID TO AUDITORS			60
AUDIT COMMITTEE REPORT			61
SHAREHOLDER PROPOSALS FOR 2008 ANNUAL MEETING			63
ANNUAL REPORT AND FINANCIAL INFORMATION			63
OTHER BUSINESS			63

GENERAL INFORMATION

What is this document?

     This document is the proxy statement of CBRL Group, Inc. that is being furnished to shareholders in connection with our Annual Meeting of shareholders to be held on Thursday, November 29, 2007. A form of proxy card also is being furnished with this document.

     We have tried to make this document simple and easy to understand. The Securities and Exchange Commission (“SEC”) encourages companies to use “plain English” and we will always try to communicate with you clearly and effectively. We will refer to your company throughout as “we,” “us,” the “Company” or “CBRL.”

Why am I receiving a proxy statement?

     You are receiving this document because you were one of our shareholders on October 1, 2007, the record date for our 2007 Annual Meeting. We are sending this proxy statement and the form of proxy card to you and/or making those documents available to you on the Internet in order to solicit your proxy (i.e., your permission) to vote your shares of CBRL stock upon certain matters at the Annual Meeting. We are required by law to convene an Annual Meeting of our shareholders at which directors are elected. Because our shares are widely held, it would be impractical, if not impossible, for our shareholders to meet physically in sufficient numbers to hold a meeting. Accordingly, proxies are solicited from our shareholders. United States federal securities laws require us to send you this proxy statement and specify the information contained in it.

What does it mean if I receive more than one proxy statement or proxy card?

     If you receive multiple proxy statements or proxy cards, that means that you have more than one account with brokers or our transfer agent. Please vote all of your shares. We also recommend that you contact your broker and our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is American Stock Transfer & Trust Company (“AST”), which may be contacted at 800-485-1883.

What does it mean if I received a “Notice of Internet Availability of Proxy Materials” from CBRL?

     We are using the SEC’s new “e-proxy” rules. Accordingly, we are making this proxy statement and related proxy materials available on the Internet in accordance with the SEC’s new rules that allow companies to furnish proxy materials to shareholders through a “notice and access” model using the Internet. The “Notice and Access Rule” removes the requirement for public companies to automatically send shareholders a full, hard-copy set of proxy materials and allows them instead to deliver to their shareholders a “Notice of Internet Availability of Proxy Materials” and to provide online access to the documents. We mailed a “Notice of Internet Availability of Proxy Materials” on October 19, 2007 to all beneficial (“street name”) shareholders of record on October 1, 2007, who are the shareholders entitled to vote at the Annual Meeting.

What information is available on the Internet?

     Our proxy statement, Annual Report on Form 10-K, annual report to shareholders and other financial documents are available free of charge at the SEC’s website, sec.gov, at the Investor Relations section of our corporate website, cbrlgroup.com, and at proxyvote.com.

Are you “householding” for shareholders sharing the same address?

     Yes. The SEC’s rules regarding the delivery of proxy materials to shareholders permit us to deliver a single copy of these documents to an address shared by two or more of our shareholders. This method of delivery is called “householding,” and can significantly reduce our printing and mailing costs. It also reduces the volume of mail you receive. This year, we are delivering only one set of proxy materials to multiple shareholders sharing an address, unless we receive instructions to the contrary from one or more of the shareholders. We will still be required, however, to send you and each other CBRL shareholder at your address an individual proxy voting card. If you would like to receive more than one set of proxy materials, we will promptly send you additional copies upon written or oral request directed to our transfer agent, AST, at toll free (800) 485-1883, or to our Corporate Secretary at CBRL Group, Inc., P.O. Box 787, Lebanon, Tennessee 37088-0787. The same phone number and address may be used to notify us that you wish to receive a separate set of proxy materials in the future, or to request delivery of a single copy of our proxy materials if you are receiving multiple copies.

Is there any other information that is available or that I should be receiving?

     Yes. You should receive a copy of our 2007 annual report to shareholders, which contains financial and other information about the Company and our most recently completed fiscal year, which ended August 3, 2007. References in this document to a year (e.g., 2007), unless the context clearly requires otherwise, mean and will be deemed a reference to our fiscal year that ended on the Friday closest to July 31 of that year.

Who is paying the costs of the proxy statement and the solicitation of my proxy?

     CBRL will pay all expenses of this solicitation, including the cost of preparing and mailing the Notice of Internet Availability of Proxy Materials, this proxy statement, our other proxy materials and all costs of any proxy solicitor we employ. We also will reimburse brokers, nominees and fiduciaries for their costs in sending proxies and proxy materials to our shareholders so you can vote your shares.

Who is soliciting my proxy and will anyone be compensated to solicit my proxy?

     Our Board of Directors is making this solicitation of proxies on our behalf. In addition to solicitation by use of the mails, our directors, officers and employees may solicit proxies in person or by telephone, facsimile or other means of communication. We will not pay our directors, officers or other regular employees any additional compensation for their proxy solicitation efforts; however, we may reimburse them for any out-of-pocket expenses in connection with any solicitation.

     We also retain Corporate Communications, Inc., 523 Third Avenue South, Nashville, Tennessee to assist in the management of our investor relations and other shareholder communications issues. Corporate Communications, Inc. receives a fee of approximately $2,000 per month, plus reimbursement of out-of-pocket expenses.

     We may also employ a professional proxy solicitation service, and we will pay all costs of that solicitor.

     We will employ Broadridge Financial Solutions, Inc. to receive and tabulate the proxies, and independent inspectors of election will certify the results.

Who may attend the Annual Meeting?

     The Annual Meeting is open to all holders of our common shares. To attend the meeting, you will need to register upon arrival. We also may check for your name on our shareholders’ list and ask you to produce valid identification. If your shares are held in street name by your broker or bank, you should bring your most recent brokerage account statement or other evidence of your share ownership. If we cannot verify that you own CBRL shares, it is possible that you may not be admitted to the meeting.

May shareholders ask questions at the Annual Meeting?

     Yes. Our representatives will answer your questions at the end of the meeting. In order to give a greater number of shareholders the opportunity to ask questions, we may impose certain procedural requirements, such as limiting repetitive or follow-up questions or requiring questions to be submitted in writing.

What if I have a disability?

     If you are disabled and would like to participate in the Annual Meeting, we can provide reasonable assistance. Please send any request for assistance to CBRL Group, Inc., 305 Hartmann Drive, Lebanon, Tennessee 37087, Attention: Corporate Secretary, at least two weeks before the meeting.

What is CBRL Group, Inc. and where is it located?

     We are the parent corporation of Cracker Barrel Old Country Store, Inc. (“Cracker Barrel”). Through Cracker Barrel, we also own a number of related operating companies. Our corporate headquarters are located at 305 Hartmann Drive, Lebanon, Tennessee 37087. Our telephone number is (615) 444-5533.

Where is CBRL Group, Inc. common stock traded?

     Our common stock is traded and quoted on the NASDAQ Global Select Market (“Nasdaq”) under the symbol “CBRL.”

VOTING MATTERS

What am I voting on?

     You will be voting on the following:

	•		the election of 11 directors;
	•		re-approval of the performance criteria under our 2002 Omnibus Incentive Compensation Plan;
	•		certain amendments to our 2002 Omnibus Incentive Compensation Plan;
	•		the approval of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2008; and
	•		any other matter properly brought before the Annual Meeting.

Who is entitled to vote?

     You may vote if you owned shares of our common stock at the close of business on October 1, 2007. As of October 1, 2007, there were 23,728,346 shares of CBRL common stock outstanding.

How many votes must be present to hold the Annual Meeting?

     In order to lawfully conduct the Annual Meeting, a majority of our outstanding common shares as of October 1, 2007 must be present at the meeting either in person or by proxy. This is called a quorum. Your shares are counted as present at the meeting if you attend the meeting and vote in person or if you properly return a proxy by one of the methods described below under the question “How do I vote before the meeting?”. Abstentions and “broker non-votes” (as explained below under the question “What is a ‘broker non-vote’?”) also will be counted for purposes of establishing a quorum.

How many votes do I have and can I cumulate my votes?

     You have one vote for every share of our common stock that you own. Cumulative voting is not allowed.

May I vote my shares in person at the Annual Meeting?

     Yes. You may vote your shares at the meeting if you attend in person, even if you previously submitted a proxy card or voted by Internet or telephone. Whether or not you plan to attend the meeting, however, in order to assist us in tabulating votes at the Annual Meeting, we encourage you to vote by returning your proxy card or by using the telephone or Internet.

How do I vote before the meeting?

     Before the meeting, you may vote your shares in one of the following three ways:

	•		by completing, signing and returning the enclosed proxy card in the postage-paid envelope;
	•		by using the telephone (within the United States and Canada) by calling 1-800-690-6903; or
	•		by using the Internet by visiting the following website: proxyvote.com.

Please use only one of the three ways to vote. Please follow the directions on your proxy card carefully. If you hold shares in the name of a broker, your ability to vote those shares by Internet or telephone depends on the voting procedures used by your broker, as explained below under the question “How do I vote if my broker holds my shares in ‘street name’?” The Tennessee Business Corporation Act provides that a shareholder may appoint a proxy by electronic transmission, so we believe that the Internet or telephone voting procedures available to shareholders are valid and consistent with the requirements of applicable law.

How do I vote if my broker holds my shares in “street name”?

     If your shares are held in a brokerage account in the name of your bank or broker (this is called “street name”), those shares are not included in the total number of shares listed as owned by you on the enclosed proxy card. Instead, your bank or broker will send you directions for voting those shares. Many (but not all) brokerage firms and banks participate in a program provided through Broadridge Financial Solutions, Inc. (formerly ADP) that offers Internet and telephone voting options.

What is a “broker non-vote”?

     If you own shares through a broker in street name, you may instruct your broker how to vote your shares. A “broker non-vote” occurs when you fail to provide your broker with voting instructions at least ten days before the Annual Meeting and the broker does not have the discretionary authority to vote your shares on a particular proposal because the proposal is not a “routine” matter under applicable rules. See “How will abstentions and broker non-votes be treated?” and “Will my shares held in street name be voted if I do not provide my proxy?”.

How will abstentions and broker non-votes be treated?

     Abstentions and broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining whether a quorum is present, but will not be counted as votes cast either in favor of or against a particular proposal.

Will my shares held in street name be voted if I do not provide my proxy?

     If your shares are held in the name of a brokerage firm, your shares might be voted even if you do not provide the brokerage firm with voting instructions. On certain “routine” matters, brokerage firms have the discretionary authority to vote shares for which their customers do not provide voting instructions. The election of directors and the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm are considered routine matters for this purpose, assuming that no shareholder contest arises as to either of these matters. The proposals to re-approve the

performance criteria under and to make certain amendments to our 2002 Omnibus Incentive Compensation Plan are not considered routine matters and, therefore, your shares will not be voted on these matters (see “What is a ‘broker non-vote’?”) unless you instruct in a timely manner your brokerage firm to vote them.

How will my proxy be voted?

     The individuals named on the proxy card will vote your proxy in the manner you indicate on the proxy card.

What if I return my proxy card or vote by Internet or telephone but do not specify my vote?

     If you sign and return your proxy card or complete the Internet or telephone voting procedures but do not specify how you want to vote your shares, we will vote them:

	•		FOR the election of each of the director nominees;
	•		FOR re-approval of the performance criteria under our 2002 Omnibus Incentive Compensation Plan;
	•		FOR the amendments to our 2002 Omnibus Incentive Compensation Plan;
	•		FOR approval of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our 2008 fiscal year.

Can I change my mind and revoke my proxy?

     Yes. To revoke a proxy given pursuant to this solicitation, you must:

	•		sign another proxy with a later date and return it to our Corporate Secretary at CBRL Group, Inc., P.O. Box 787, Lebanon, Tennessee 37088-0787 at or before the Annual Meeting;
	•		provide our Corporate Secretary with a written notice of revocation dated later than the date of the proxy at or before the Annual Meeting;
	•		re-vote by using the telephone and calling 1-800-690-6903;
	•		re-vote by using the Internet and visiting the following website: proxyvote.com; or
	•		attend the Annual Meeting and vote in person. Note that attendance at the Annual Meeting will not revoke a proxy if you do not actually vote at the Annual Meeting.

Will my vote be confidential?

     Yes. We will continue our practice of keeping the votes of all shareholders confidential. Shareholder votes will not be disclosed to our directors, officers, employees or agents, except:

•

to allow the independent inspectors of election to certify the results;

	•		as necessary to meet applicable legal requirements and to assert or defend claims for or against us;
	•		in the case of a contested proxy solicitation; or
	•		when a shareholder makes a written comment on the proxy card or otherwise communicates the vote to management.

What vote is required to approve each proposal?

•

Proposal 1: Elect 11 directors.

     The 11 nominees receiving the highest number of “FOR” votes will be elected as directors. This number is called a plurality. Failing to vote or voting your proxy to withhold authority for all or some of the nominees will have no impact on the election of directors.

•

Proposal 2: Re-approve performance criteria under the CBRL 2002 Omnibus Incentive Compensation Plan.

     Under Tennessee law, this proposal will be approved if the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal at the meeting, including those voted by proxy card, Internet and telephone. If you submit a properly executed proxy card or use the Internet or telephone to indicate “ABSTAIN” on this proposal, your vote will not be counted as cast. Broker non-votes likewise will not be treated as cast. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this matter is approved.

•

Proposal 3: Approve amendments to the CBRL 2002 Omnibus Incentive Compensation Plan.

     Under Tennessee law, this proposal will be approved if the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal at the meeting, including those voted by proxy card, Internet and telephone. If you submit a properly executed proxy card or use the Internet or telephone to indicate “ABSTAIN” on this proposal, your vote will not be counted as cast. Broker non-votes likewise will not be treated as cast. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this matter is approved.

•

Proposal 4: Ratify appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2008.

     Shareholder approval for the appointment of our independent registered public accounting firm is not required, but the Board is submitting the selection of Deloitte & Touche LLP for ratification in order to obtain the views of our shareholders. Under Tennessee law, this proposal will be approved if the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal at the meeting, including those voted by proxy card, Internet and telephone. If you submit a properly executed proxy card or use the Internet or telephone to indicate “ABSTAIN” on this proposal, your vote will not be counted as cast. Broker non-votes likewise will not be treated as cast. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this matter is approved. If the appointment of Deloitte & Touche LLP is not ratified, the Audit Committee will reconsider its selection.

How do you recommend that I vote on these items?

     The Board of Directors recommends that you vote:

	•		FOR each of the nominees to the Board;
	•		FOR re-approval of the performance criteria under the 2002 Omnibus Incentive Compensation Plan;
	•		FOR the amendments to the 2002 Omnibus Incentive Compensation Plan; and
	•		FOR ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2008.

May other matters be raised at the Annual Meeting; how will the meeting be conducted?

     We have not received proper notice of, and are not aware of, any business to be transacted at the Annual Meeting other than as indicated in this proxy statement. Under Tennessee law and our governing documents, no other business aside from procedural matters may be raised at the Annual Meeting unless proper notice has been given to us by the shareholders. If any other item or proposal properly comes before the Annual Meeting, the proxies received will be voted on such matter in accordance with the discretion of the proxy holders.

     The Chairman has broad authority to conduct the Annual Meeting so that the business of the meeting is carried out in an orderly and timely manner. In doing so, he has broad discretion to establish reasonable rules for discussion, comments and questions during the meeting. The Chairman is also entitled to rely upon applicable law regarding disruptions or disorderly conduct to ensure that the Annual Meeting proceeds in a manner that is fair to all participants.

How can I find the voting results of the Annual Meeting?

     We will include the voting results in our Quarterly Report on Form 10-Q for the quarter ending November 2, 2007, which we expect to file with the SEC in December 2007.

BOARD OF DIRECTORS AND COMMITTEES

Who are the current members of the Board of Directors

     The names and biographies of each member of our Board of Directors are set forth in this proxy statement under “Proposal 1: Election of directors,” beginning on page 44. All of our current Board members are nominees for re-election to the Board.

How often did the Board of Directors meet in 2007?

     Our Board of Directors met ten times during 2007. Each director attended at least 75% of the combined total of all meetings of the Board and all meetings of the committee(s) on which he or she served.

What are the committees of the Board?

     Our Board has the following standing committees: Audit, Compensation, Nominating and Corporate Governance, Public Responsibility, and Executive. All members of the Audit, Compensation, and Nominating and Corporate Governance committees are independent under Nasdaq’s listing standards and our Corporate Governance Guidelines, and our Board has adopted a written charter for each of these committees. A copy of each of these charters, as well as our Corporate Governance Guidelines, is posted on our Internet website, cbrlgroup.com. Current information regarding all of our standing committees is set forth below.

Name of				Number of
Committee and				Meetings
Members		Functions of the Committee		in 2007
AUDIT: Robert C. Hilton, Chair Robert V. Dale Richard J. Dobkin Jimmie D. White		•   Appoints and oversees outside auditors •   Acts as liaison between the Board and outside auditors •   Discusses the independence of our outside auditors •   Responsible for developing procedures to receive information and address complaints regarding the status of our financial condition and effectiveness of our internal controls or audit process			12
		•   Reviews internal accounting controls and systems, including internal audit plan
		•   Reviews results of the annual audit and related financial reports
		•   Reviews quarterly earnings press releases and related financial reports
		•   Reviews our significant accounting policies and any changes to those policies
		•   Pre-approves new or renewal transactions between the Company and related parties and annually

Name of				Number of
Committee and				Meetings
Members		Functions of the Committee		in 2007
AUDIT (continued)		reviews and confirms on-going contractual or lease obligations with related parties
		•   Sole authority to hire, terminate, and approve compensation for the Vice President, Internal Audit and Loss Prevention
		•   Sole authority to hire, terminate and approve payments to the independent registered public accounting firm
		•   Determines financial expertise and continuing education requirements of members of the committee
COMPENSATION: Robert V. Dale, Chair James D. Carreker Richard J. Dobkin Charles E. Jones, Jr. Andrea M. Weiss		•   Reviews and approves salaries, bonuses and other compensation of executive officers •   Administers compensation plans for executive officers, and approves all option grants and stock grants •   Reviews executive management’s performance, particularly with respect to financial goals for the concluding fiscal year •   Selects and engages independent compensation consultant			7
NOMINATING AND CORPORATE GOVERNANCE: Robert V. Dale, Chair Charles E. Jones, Jr. Martha M. Mitchell Erik Vonk		•   Considers and recommends to the Board nominees for director •   Considers nominees recommended by shareholders in writing prior to the annual deadline for submission of shareholder proposals •   Reviews and recommends changes to corporate governance policies and practices •   Reviews and recommends candidates to serve on Board committees •   Reviews annual Board self-assessment			3
PUBLIC RESPONSIBILITY: Martha M. Mitchell, Chair James D. Carreker B.F. “Jack” Lowery Andrea M. Weiss Jimmie D. White Erik Vonk		•   Oversees our corporate citizenship policies and activities and recommends to the Board policies and initiatives that will effectively position the Company with its various constituencies •   Determines how public policies affect the Company and its various constituencies			3

Name of				Number of
Committee and				Meetings
Members		Functions of the Committee		in 2007
EXECUTIVE: Michael A. Woodhouse, Chair James D. Carreker Robert V. Dale Robert C. Hilton Charles E. Jones, Jr. B. F. “Jack” Lowery		•   Meets at the call of the Chairman of the Board •   Meets when the timing of certain actions makes it appropriate to convene the Committee rather than the entire Board •   May carry out all functions and powers of the Board subject to certain exceptions under applicable law •   Advises senior management regarding actions contemplated by CBRL whenever it is not convenient or appropriate to convene the entire Board			0

How are directors compensated?

     During 2007, each outside director was paid an annual retainer of $45,000, other than our lead independent director who was paid an annual retainer of $75,000. Each outside director also was paid a director’s fee of $1,500 for each committee meeting attended, other than the Audit Committee and the Compensation Committee members who were paid $2,000 for each committee meeting attended. The chair of each committee, other than the Audit Committee and the Compensation Committee, was paid an additional annual retainer of $8,000, while the chair of the Audit Committee was paid an additional annual retainer of $18,000 and the chair of the Compensation Committee was paid an additional annual retainer of $13,000. We reimburse all non-employee directors for out-of-pocket expenses incurred in connection with attendance at meetings. Directors who also are employees of CBRL are not paid director’s fees or a retainer.

     Directors also are offered the option to participate in our Deferred Compensation Plan. The Deferred Compensation Plan allows a participant to defer a percentage or sum of his or her compensation and earn interest on that deferred compensation at a rate equal to the 10-year Treasury bill rate (as in effect at the beginning of each calendar quarter) plus 1.5%.

     Pursuant to our CBRL 2002 Omnibus Incentive Compensation Plan, as amended, each non-employee director who is elected at the Annual Meeting will receive an option to purchase 2,000 shares of CBRL common stock at fair market value, 1/3 of which will vest and become exercisable each year beginning on the first anniversary date of the option grant date, and a grant of 2,000 shares of restricted stock that vests in its entirety three years from the date of the grant.

     The compensation of our directors during 2007 is detailed in the Director Compensation Table, which can be found on page 37 of this proxy statement. Director compensation for 2008 remains in effect without modification.

     Mr. Woodhouse, our Chairman of the Board, President and Chief Executive Officer, is compensated pursuant to his employment agreement and certain benefit plans described below under “Executive Compensation” and receives no additional benefits as a result of his service on the Board.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

What is the purpose of Compensation Discussion and Analysis?

     This portion of the proxy statement, called Compensation Discussion and Analysis or “CD&A” has been prepared in order to provide a summary of the process by which the Company established the compensation for its executive officers during 2007. It is meant to give shareholders insight into how our executive compensation programs work, including why we pay what we do and when we pay it. It is meant to help you understand how we design our pay packages and how we pay our executives and should be read in conjunction with the detailed executive compensation tables that immediately follow this CD&A and the related Compensation Committee report. If we believe it to be material, we also have indicated how our process has changed, if at all, with respect to how we have established the compensation for our executive officers during 2008.

What does the Compensation Committee do?

     The Compensation Committee’s functions and members are described on pages 10 and 31 of this proxy statement. The Committee’s primary responsibility is the establishment and approval of compensation and compensation programs for our executive officers. The Compensation Committee’s Charter is posted on our corporate and investor relations website (cbrlgroup.com). The Compensation Committee meets as necessary, but at least four times each year, to enable it to fulfill its responsibilities. The Chairperson of the Committee is responsible for leadership of the Compensation Committee, presiding over its meetings, making Committee assignments and reporting the Compensation Committee’s actions to the Board from time to time (but at least once each year) as requested by the Board. The Chairperson, with the assistance of management, also sets the agenda for Compensation Committee meetings.

     Among other things, the Compensation Committee may conduct or authorize studies of matters within its scope of responsibilities, and may retain, at our expense, independent counsel or other consultants necessary to assist the Compensation Committee in any such studies.

Does the Compensation Committee use the services of an independent consultant?

     Yes — to assist the Compensation Committee with establishing executive compensation for 2007 and 2008, the Compensation Committee retained Mercer and, following the departure of a Mercer representative with whom the Committee had worked, that person’s firm, Frederic W. Cook & Co., Inc. (“Cook”), each of which is a nationally recognized executive compensation consulting firm, to provide competitive market data, establish a peer group of companies and provide guidance to compensation structure as well as levels of compensation for our senior executives and the Board of Directors. Although Mercer does provide limited other services for the Company, we believe that both Mercer and Cook are independent of management and provide the Compensation Committee with objective advice.

Does the Compensation Committee benchmark using a peer group of companies?

     Yes — the Compensation Committee uses a peer group to evaluate the targeted compensation levels and the type of reward programs offered to our executive officers. The selection of a peer group is driven by:

	•		Publicly traded organizations in the restaurant industry;
	•		Organizations of comparable size to CBRL (measured by sales); and
	•		Organizations with similar geographic dispersion and workforce demographics.

     The peer group approved and used by the Compensation Committee, is comprised of the following publicly-traded companies:

	•		Applebees International, Inc.
	•		Bob Evans Farms, Inc.
	•		Brinker International, Inc.
	•		Cheesecake Factory, Inc.
	•		CKE Restaurants, Inc.
	•		Darden Restaurants, Inc.
	•		Denny’s Corp.
	•		Jack-in-the-Box, Inc.
	•		O’Charley’s, Inc.
	•		OSI Restaurant Partners, Inc.1
	•		RARE Hospitality, Inc.1
	•		Ruby Tuesday, Inc.
	•		Wendy’s International, Inc.

     Management and the Compensation Committee, with Mercer and Cook’s assistance, regularly evaluate the marketplace to ensure that our compensation programs remain competitive. Data from published compensation surveys is used generally to assess the competitiveness and the reasonableness of rewards. The Compensation Committee, however, does not believe that compensation levels and design should be based exclusively on benchmarking and, therefore, considers various business factors and their own experiences.

     The Compensation Committee also asks Mercer and Cook to provide information from all other general industry companies for certain positions that are less specific to the restaurant industry and to serve as additional reference points in assessing the appropriateness of the compensation levels of all named executive officer level positions.

     Even though the Compensation Committee reviews the information from the broader market survey, the Committee focuses primarily on the narrower peer group because it represents companies that have similar operating characteristics and are more comparable in revenue size to the Company.

What are the overall objectives of our executive compensation programs?

     In simple terms — our overall compensation objectives are performance, alignment and retention. We have a strong “pay for performance” philosophy for our executive compensation program, which is designed to reward executive officers for maximizing our success, as determined by our financial goals. The ultimate objective of our executive compensation program is to attract and retain executive talent that possesses the appropriate combination of functional, general management skills and strong people leadership capability that are vital to the achievement of our strategic goals. We generally reward executives for near-term and sustained longer-term financial and operating performance as well as leadership excellence. Compensation opportunities are intended to align the interests of executives with those of our shareholders and encourage them to remain with the Company for long and productive careers.

How are our executive compensation programs structured in order to address our objectives?

     Most of our compensation elements simultaneously fulfill one or more of our performance, alignment and retention objectives. The Company uses a combination of cash and equity compensation and benefits to compensate and reward its executive officers: base salary, an annual incentive award and long-term incentive (“LTI”) compensation (which consisted during 2007 of the Mid-Term Incentive and Retention Plan (“MTIRP”) and annual stock option grant), all of which are described in greater detail below. The Compensation Committee believes that the elements of compensation that it uses create a flexible compensation package that focuses and rewards executives for both near-term and long-term performance while aligning the interests of executive officers with the interests of our shareholders.

     Performance. Our executives who are identified in the Summary Compensation Table on page 32 (whom we refer to as our named executives) have a combined total of 114 years in the restaurant industry and 54 years with CBRL, during which several of them have held different positions and been promoted to increasing levels of responsibility. The compensation for each named executive reflects the Committee’s assessment of his management experience, performance and service to the Company over a long period of time. Key elements of compensation that depend upon each named executive’s performance include:

	•		Base salary designed to be commensurate with the executive’s scope of responsibilities, demonstrated leadership abilities, and management experience and effectiveness;
	•		An annual incentive cash bonus that is based on pre-determined quantitative measures within the context of our overall performance; and
	•		Equity incentive compensation in the form of stock options and restricted stock, the value of which is contingent upon the performance of the CBRL share price or other performance criteria, and subject to vesting schedules that require continued service with the Company.

     A substantial amount of the compensation of our executives is “at risk” performance based compensation. Based on targeted compensation levels, in 2007, the named executive officers as a group had 79% of their total compensation linked to performance, and Mr. Woodhouse had 85% of his total compensation linked to performance (total compensation referring to the sum of base salaries and annual and long-term incentive opportunities). These percentages did not include that portion of the 2007 compensation represented by “success bonuses” (see discussion on page 24 of this proxy statement) — bonuses that were earned by our executives for implementing various strategic initiatives beginning in 2006. Through this strong emphasis on performance-based pay, non-performance has a significant effect on the amount of compensation realized by our executive officers. Furthermore, by utilizing threshold targets as a part of executive compensation, in the event the Company does not meet such targets, incentive compensation is substantially at-risk and is not paid to the executive officers.

     Alignment. We seek to align the interests of the named executives with those of our shareholders by evaluating executive performance on the basis of key financial measurements which we believe closely correlate to both near-term and long-term shareholder value, including increases in operating profit, revenue growth and return on investment. Key elements of compensation that align the interests of the named executives with shareholders include:

•

Annual incentive compensation, which during 2007 linked a significant portion of compensation to increases in operating income over that of the previous year;

	•		Equity incentive compensation, which during 2007 linked a significant portion of compensation to operating income, revenue growth and return on investment to determine eligibility for and size of the awards and then linked the total realized value of awards (options and restricted stock) to shareholder value because the total value of those awards corresponds to stock price appreciation and dividend rate; and
	•		Stock ownership and holding requirements, which require our senior executives to accumulate and hold CBRL stock in specified amounts.

     Retention. We know that our senior executives have other professional opportunities, including ones at potentially higher compensation levels. Therefore, we attempt to retain our executives by using continued service as a determinant of total pay opportunity. Key elements of compensation that require continued service to receive any payment include:

	•		The extended vesting terms on elements of equity incentive compensation, including stock options and restricted stock, some of which are targeted to certain individual executives; and
	•		The MTIRP and LTI, which pay out only if the executive remains with the Company for the entire performance period and for an additional vesting period thereafter, subject to early vesting if that executive is retirement eligible under the terms of the plan.

How are our compensation objectives implemented?

     We rely upon our judgment in making compensation decisions, after reviewing the performance of the Company and carefully evaluating an executive’s performance during the year against established goals, leadership qualities, operational performance, business responsibilities, long-term potential to enhance shareholder value, current compensation arrangements and tenure with the Company. Specific factors affecting compensation decisions for the named executive officers include:

	•		Achieving key financial measurements such as revenue, operating profit, earnings per share, operating margins, return on capital and total shareholder return1;
	•		Achieving strategic objectives such as dispositions and recapitalizations;
	•		Achieving excellence in their organizational structure and among their employees; and
	•		Supporting our values by promoting a culture of unyielding integrity through compliance with laws and our ethics policies, as well as commitment to community leadership and diversity.

     We do not adhere strictly to formulas or necessarily react to near-term changes in business performance in determining the amount and mix of compensation elements. We rely on the formulaic achievement of financial goals in three instances: the annual incentive plan, the LTI (and related MTIRP) and the performance targets of certain shares of restricted stock granted to Mr. Woodhouse. We consider competitive market compensation paid by other companies and attempt to maintain a certain target percentile (as discussed later) within the peer group of companies that we utilize. We incorporate flexibility into our

compensation programs and in the assessment process to respond to and adjust for the evolving business environment.

     We strive to achieve an appropriate mix between equity incentive awards and cash payments in order to meet our objectives. While each element is compared to the market separately, with the target opportunities established for each element on an independent basis, the Compensation Committee evaluates the overall total direct compensation package (base salary, annual incentive and long-term incentive) relative to market conditions. We do not have a specific apportionment goal. Instead, we review the compensation mix of each executive on a subjective basis as another tool to assess an executive’s total pay opportunities and whether we have provided the appropriate incentives to accomplish our compensation objectives. Our mix of compensation elements is designed to reward recent results and motivate long-term performance through a combination of cash and equity incentive awards. We also seek to balance compensation elements that are based on financial, operational and strategic metrics with others that are based on the performance of CBRL shares.

     In general, the compensation policies have provided for a more significant emphasis on long-term equity compensation than on current cash compensation for our CEO and CFO. This pay mix supports their roles in enhancing value to shareholders over the long-term. For other named executive officers, annual incentive opportunities were weighted more heavily than the long-term equity component for 2007.

What are the elements of our executive compensation program?

     Our executive compensation program includes the following elements of compensation:

	•		Base salary;
	•		Annual bonuses, including special incentives when appropriate;
	•		Long-term incentives, consisting primarily of equity-based rewards;
	•		Health and welfare benefits; and
	•		Severance and change of control provisions.

     We offer only limited perquisites for executive officers and do not offer any supplemental executive retirement program (known as a SERP) or defined benefit pension plans.

Why do we pay each element of executive compensation?

     The following table provides additional information on our reasons for providing the various elements of executive compensation.

Pay Element		What the Pay Element Rewards		Purpose of the Pay Element
Base Salary		Skills, experience, competence, performance, responsibility, leadership and contribution to the Company		Provide fixed compensation for daily responsibilities
Annual Bonus Plan		Efforts to achieve annual target revenue growth and profitability		Focus attention on meeting annual performance targets and our near-term success Provide additional cash compensation and incentives based on our annual performance

Pay Element		What the Pay Element Rewards		Purpose of the Pay Element
Long-Term Incentives		Restricted Stock
		Efforts to achieve long-term revenue growth and profitability over vesting period		Focus attention on meeting longer-term performance targets and our long-term success
		Appreciation in value of shares		Focus efforts on longer-term stock price performance
		Continued employment with us during the vesting period		Management retention in a competitive marketplace
		Stock Options Ability to increase and maintain stock price		Focus efforts on longer-term stock price performance
		Continued employment with the Company during the three-year vesting period		Management retention in a competitive marketplace
Health and welfare benefits		Provides benefits upon death or disability; provides medical coverage		Designed to provide a level of safety and security that allows employees to focus their efforts on running the business effectively
Severance and change-in-control provisions/agreements		Provides payments and other benefits upon termination of employment		Designed to ensure that executive officers remain focused on our business during transitions

How do we determine the types and amounts of executive compensation?

     Our compensation includes the following market targets:

	•		Base salaries generally are targeted at the 60th percentile of market relative to our peer group and compensation surveys completed by our compensation consultants, with variations for experience, leadership, contribution and critical skills; and
	•		Total compensation (which includes salary, annual bonus, and the value of long-term incentives) is targeted at the 75th percentile of market relative to our peer group and compensation surveys completed by our compensation consultants when appropriately aggressive financial performance is achieved.

     Compensation targets are above the median in recognition that the Company offers only limited perquisites and offers no defined benefit or SERP, and to attract and retain higher caliber executives.

     In deciding on the type and amount of compensation for each executive, we focus on both current pay and the opportunity for future compensation. The Committee determines the allocation of long-term versus near-term compensation based on market data from the peer group and broader industry survey data, which is then adjusted by the Committee based on contribution and performance as well as internal equity considerations. In establishing the specific components of executive compensation for 2007, the

Compensation Committee based its decisions on the market data and recommendations based on such data provided to it by Mercer and Cook.

     Base Salary. Base salary for our executive officers is determined based on the scope of work, skills, experience, responsibilities, performance and seniority of the executive, peer group salaries for similarly-situated positions and the recommendation of the Chief Executive Officer (except in the case of his own compensation). Mr. Woodhouse’s salary is set per his employment agreement, subject to increases in the discretion of the Compensation Committee. The Company views base salary as a fixed component of executive compensation that compensates the executive officer for the daily responsibilities assumed in keeping the Company operating throughout the year.

     The Compensation Committee reviews executive officers’ salaries annually at the end of the fiscal year and establishes the base salaries for the upcoming fiscal year. Each named executive officer is assigned a salary range based on similar positions in the peer group. The Compensation Committee then considers many factors, including individual performance, experience and tenure in setting base salary increases within this range. The greater an individual’s performance and contribution, the larger the annual increase may be. In addition, the Committee may identify certain positions as critical to our business and target base salaries for these positions above the median target.

     Base salary increases for our named executive officers who received increases for 2007 averaged 6.6% from the executive base salaries in effect during 2006. These increases in base salary for the named executive officers are outlined below:

Name		2006 Salary				2007 Salary				% Increase
Mr. Woodhouse		$	950,000			$	950,000				0	%
Mr. White		$	425,000			$	467,500				10	%
Mr. Shoaf		$	309,000			$	355,350				15	%
Mr. Barber		$	290,000			$	301,600				4	%
Mr. Maxwell		$	300,000			$	312,000				4	%

     Annual Bonus Plan. Our annual bonus plan provides our executive officers with the ability to receive additional cash compensation based on a percentage of base salary and our performance. In order to be eligible to receive incentive cash compensation during 2007, the executive must have been employed with us at the end of our fiscal year and the Company must have met certain pre-determined targets.

     For Mr. Woodhouse, Mr. White and Mr. Shoaf, these targets related to operating income from continuing operations, revenue growth and operating margins during 2007. Under the 2007 annual bonus plan, depending on our performance, the bonus plan provided for:

	•		No additional cash compensation if 2007 operating income from continuing operations was less than 2006 operating income from continuing operations, irrespective of how the Company performed under the other performance metrics; and
	•		If 2007 operating income from continuing operations was equal to or greater than that of 2006, then a bonus of between 60% and 225% of his target bonus, based upon a graduated scale of the relative performance levels of operating income, revenue growth and operating income margin (all from continuing operations).

     For Mr. Barber, these targets related to net operating income, net restaurant sales, success of new stores, as well as operating income from continuing operations, revenue growth and operating margins during 2007. While certain thresholds were in place during 2007, it was possible that no bonus would be payable, depending on attainment of the above outlined goals. Also, as an additional incentive to Mr. Barber to continue to increase sales, the Compensation Committee did not limit his bonus potential insofar as it related to the sales component.

     For Mr. Maxwell, these targets related to retail sales, retail gross margin, inventory turnover, as well as operating income from continuing operations, revenue growth and operating margins during 2007. While certain thresholds were in place during 2007, it was possible that no bonus would be payable, depending on attainment of the above outlined goals. In addition, no maximum bonus (for the sales component) was established as an added incentive to Mr. Maxwell to continue to increase sales.

     The 2007 target bonus for each named executive officer was equal to the respective percentage of his 2007 base salary set forth in the table below under the column labeled “Target Percentage.” The following table also indicates the minimum (or threshold) and maximum bonus that the officers indicated could have received, expressed as a percentage of 2007 base salary, assuming achievement of threshold income in 2007, as well as the actual bonus earned (both as a percentage of 2007 base salary and in actual dollars) for 2007:

2007 Bonus Table

		Target
Name		Percentage				Threshold1				Maximum				Actual (%)				Actual ($)
Mr. Woodhouse			200	%			120	%			450	%			171	%		$	1,624,120
Mr. White			110	%			66	%			247.5	%			94	%		$	439,581
Mr. Shoaf			80	%			48	%			180	%			68	%		$	243,003
Mr. Barber			85	%			0	%			N/A				42	%		$	126,541
Mr. Maxwell			85	%			0	%			N/A				82	%		$	253,991

     As required by the bonus plan, the Compensation Committee met on September 19, 2007, to evaluate Company performance for 2007 and determine the level of bonus earned under the bonus plans. Actual results were compared to the targets previously approved by the Compensation Committee at the beginning of the fiscal year. These determinations resulted in a portion of the compensation for the named executive officers reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 32 of this proxy statement.

     The performance matrix established for the annual bonus plan for 2008 also requires, in order for executive officers to receive any bonus, that our 2008 operating income exceed that of 2007. If our 2008 operating income is below that of 2007 (“2008 threshold income”), no bonus will be paid. If the Company achieves 2008 threshold income, each officer then can earn between 60% and 200% of his target bonus, with each officer receiving a payment on a graduated scale depending upon the extent to which 2008 operating income exceeds 2008 threshold income. An officer’s target bonus is equal to a percentage of his 2008 base salary as indicated in the column below labeled “Target Percentage.” The following table also indicates the threshold (minimum) and maximum bonus that the following officers would receive, expressed as a percentage of 2008 annual base salary, assuming that 2008 operating income from continuing operations equals or exceeds 2008 threshold income and assuming that the executive remained at his position for the

entire year. For 2008, the base salaries of the named executive officers are: Mr. Woodhouse ($1,000,000); Mr. White ($495,550); Mr. Shoaf ($383,778); Mr. Barber ($346,840); Mr. Maxwell ($327,600).

2008 Bonus Table

		Target				Target				Threshold				Threshold				Maximum				Maximum
Name		Percentage				Bonus				Percentage				Bonus				Percentage				Bonus
Mr. Woodhouse			200	%		$	2,000,000				120	%		$	1,200,000				400	%		$	4,000,000
Mr. White1			110	%		$	545,105				66	%		$	327,063				220	%		$	1,090,210
Mr. Shoaf			80	%		$	307,022				48	%		$	184,213				160	%		$	614,045
Mr. Barber			100	%		$	346,840				60	%		$	208,104				200	%		$	693,680
Mr. Maxwell			85	%		$	278,460				51	%		$	167,076				170	%		$	556,920

     Unlike the 2006 and 2007 bonus plans, under the 2008 bonus plan, revenue growth and operating margin are not express factors in determining either the eligibility or the amount of a bonus — only the extent to which threshold income is exceeded, which is driven by revenue growth and operating margin. In addition, the Compensation Committee changed the bonus plans for Mr. Barber and Mr. Maxwell for 2008 in order to align all executives with a common set of goals, thereby eliminating the additional measures that were part of their 2007 bonus plans. The Compensation Committee, upon the recommendation of Mercer and Cook, made these changes to the annual bonus plan in order to simplify the annual bonus plan while continuing to use revenue and EBIT margin as factors in the 2008 LTI as described below.

     We have announced that we presently expect 2008 total revenue to increase approximately 4.5% to 5.5% over revenues in 2007 and expect 2008 operating income margin as a percent of revenues to be approximately 6.7% to 7.0% compared with 7.0% in 2007. In order for the named executive officers to earn bonuses at the target level, our 2008 operating income would have to increase approximately 11% from that in 2007. If we achieve the midpoint of that guidance (5% revenue growth and 6.85% operating income margin) in 2008, we expect the named executive officers would earn bonuses at a level of approximately 87% of target.

     Long-Term Incentives. The Compensation Committee believes that long-term incentives, particularly equity-based awards, provide the strongest alignment between shareholders and executive officers. A significant portion of an executive officer’s total compensation is provided in the form of equity. Long-term incentives authorized under our 2002 Omnibus Incentive Compensation Plan may include: stock options, which may include both incentive stock options and non-qualified stock options; restricted stock; restricted stock units; stock appreciation rights; dividend equivalents; stock awards; and other stock-based awards. Some incentives, such as stock options, are specifically designed to provide rewards based on stock price appreciation, while others, such as restricted stock and performance shares, deliver rewards based upon generating long-term shareholder returns through business building efforts.

     Our long-term incentives are evaluated independently and in the context of total compensation. The 2007 LTI consisted of two elements — a stock option and the MTIRP. MTIRP participants receive awards consisting of restricted stock or, at the executive’s election, restricted stock and cash if the Company, during 2007, achieved certain pre-established goals consisting of revenue growth and return on average net operating investment, as defined in the MTIRP (a “MTIRP Award”). MTIRP Awards, while earned based on 2007 actual results, cliff vest at the end of our 2009 fiscal year.

     The award to be paid under the MTIRP to each of the following officers if we reached the performance goals established by the Committee was equal to a percentage (within a range of percentages set forth in the chart below) of that officer’s 2007 beginning base salary. A minimum award equal to 50% of the target times a participant’s 2007 base salary is earned under the MTIRP. If the performance level fell between the minimum level and target levels or between the target and maximum levels, then each officer was to receive a payment on a graduated scale commensurate with specified performance levels. On September 19, 2007, the Compensation Committee met and certified achievement of the awards under the MTIRP at 60% of target. Those awards will be paid and/or distributed immediately after the end of our 2009 fiscal year.

2007 MTIRP Target/Amount Earned

										% of
										Target
Name		Target %				Maximum				attained				Actual %				Actual $1
Mr. Woodhouse			175	%			350	%			60	%			105	%		$	997,500
Mr. White			100	%			200	%			60	%			60	%		$	280,500
Mr. Shoaf			87.50	%			175	%			60	%			52.50	%		$	186,559
Mr. Barber			120	%			240	%			60	%			72	%		$	108,576
Mr. Maxwell			120	%			240	%			60	%			72	%		$	112,320

     In addition, under the 2007 LTI, each of the named executive officers received stock options on September 21, 2006 for the respective number of shares set forth below. The actual number of shares awarded was determined by multiplying 50% of the respective officer’s base salary by his 2007 LTI target (the other 50% of the 2007 LTI was MTIRP) and then dividing that number by the exercise price, multiplied by 31%. This 31% figure represents the estimated option value as determined by our outside actuary using the same methodology that we use in calculating option expense for financial statement reporting purposes. The strategic initiatives implemented in 2006, while generating substantial shareholder return, nevertheless resulted in lower net income in 2007. Accordingly, certain of the named executive officers received only the minimum award. The options had an exercise price of $40 and vest ratably over a three-year period.

Name		# of Shares
Mr. Woodhouse			2,500
Mr. White			2,500
Mr. Shoaf			2,500
Mr. Barber			9,108
Mr. Maxwell			9,422

     The value of these options is reflected for each named executive officer in the Summary Compensation Table on page 32 of this proxy statement under the “Option Awards” column and the grants are further described in the Grant of Plan-Based Awards Table on page 33 of this proxy statement.

     For 2008, we adopted the 2008 LTI, which again consists of two components — an annual stock option grant and the 2008 Long-Term Performance Plan (the “LTPP”). The stock option grants were awarded by the Committee at its regularly scheduled meeting on September 19, 2007 as set forth in the following table. The

actual number of shares awarded was determined by multiplying 50% of the respective officer’s base salary by his 2008 LTI target (the other 50% of the LTI was LTPP) and then dividing that number by the exercise price, multiplied by 31%. This 31% figure represents the estimated option value as determined by our outside actuary. All options had an exercise price of $40.05 and vest ratably over a three-year period.

2008 LTI Option Grants

Name		# of Shares
Mr. Woodhouse			140,953
Mr. White			0	1
Mr. Shoaf			27,047
Mr. Barber			24,444
Mr. Maxwell			15,832

     LTPP participants receive awards consisting of performance shares (“LTPP Awards”) if the Company achieves certain pre-established goals consisting of revenue growth and EBIT Margin, as defined in the LTPP, during 2008 and 2009. The former MTIRP was based upon a one-year performance period while the LTPP Awards are based upon a two-year performance period (2008 and 2009) and cliff vest at the end of 2010. During 2010, dividends will accrue on earned shares until their distribution.

     Under the LTPP, each officer has a “Target Award” determined by dividing: (1) the product of (a) two times the officer’s 2008 annual base salary and (b) that officer’s “Target Percentage” (the “Target Award Value”) by (2) the closing market price of our common stock on the last day of 2007 (August 3, 2007). The Target Award is then multiplied by a “Performance Factor” which is determined based upon relative achievement of the revenue and EBIT Margin goals during 2008 and 2009. The Performance Factor ranges from 0% to a maximum of 200%. Accordingly, LTPP Awards can range in value from $0 to two (2) times the Target Award Value.

     Target Percentages range from 25% to 175% and the following table sets forth the Target Percentage and the Target Awards for the named executive officers:

2008 LTPP Target/Maximum

		Target				Target Award				Maximum award
Name		Percentage				(# of shares)				(# of shares)
Mr. Woodhouse			175	%			95,057				190,114
Mr. White2			100	%			26,917				53,835
Mr. Shoaf			87.5	%			18,240				36,481
Mr. Barber			87.5	%			16,485				32,970
Mr. Maxwell			60	%			10,677				21,354

     Because these targets represent a two-year goal, the goal is more difficult to achieve considering that one year can skew the results or reduce the potential award to zero. We have announced that we presently expect 2008 total revenue to increase approximately 4.5% to 5.5% over revenues in 2007, 2008 operating income margin as a percent of revenues to be approximately 6.7% to 7.0% compared with 7.0% in 2007, depreciation for 2008 to be approximately $60 million and net interest expense to be approximately $60 million. We have not completed our evaluation of the effect of adoption of FIN 48, and our outlook therefore reflects no change in income tax rate from 2007. Using these assumptions, if we achieve for a two-year period the midpoint of the guidance that we have announced for a one-year

period, the named executive officers’ LTPP awards would be zero. We also have recently announced longer-term objectives for beyond 2008, including annual revenue growth of 6 to 8% and operating income growth of 8 to 12%. If we were to achieve the mid-point of these ranges in 2009, in addition to achieving the mid-point of the above stated guidance for 2008, the named executive officers would earn LTPP awards at a level of 50% of target.

     Health and Welfare Benefits. We offer a group insurance program consisting of life, disability and health insurance benefit plans that cover all full-time management and administrative employees (as well as certain full-time restaurant employees) and a supplemental group term life insurance program, which covers executive and other officers. Aside from the annual recalibration of benefit costs and the associated premium changes that affect all participants, no significant changes were made to our health and welfare benefits during 2007.

     Severance and Change of Control Provisions. We have a severance plan that applies to our executive officers. Under the severance plan, executives receive up to 12 months pay (plus, for senior executives, one additional week of pay for each year of service in excess of 15 years) as a result of termination of their employment by the Company other than for “cause,” which is defined in the severance plan.

     We have management retention (change in control) agreements with each of our executive officers, including the named executive officers, which agreements are described under “Executive Compensation — Compensation Tables and Information — Potential Payments Upon Termination or Change of Control,” including the table on page 36 of this proxy statement that shows the potential payments for each named executive officer under various termination scenarios. None of our named executive officers currently has an employment agreement other than Mr. Woodhouse, whose agreement is described on pages 37-39, and Mr. White, whose retirement agreement is described on page 39. There were no significant changes to our severance or change in control provisions in 2007.

     The change in control agreements would only result in severance benefits after a change in control if the executive is terminated without cause (or terminates his/her employment for “good reason” as described in the agreements) within two years after such an event. Unvested equity awards (stock options, stock appreciation rights, restricted stock, restricted stock units) will vest immediately upon a change in control, consistent with the provisions of our existing equity compensation plans. Under the 2008 LTPP, should a change in control occur during the first year of the two-year performance period of a 2008 LTPP award, one-half of the award vests, and if a change in control occurs during the second year of the two-year performance period of a 2008 LTPP award, the entire award vests. The Compensation Committee believes that treatment to be more consistent with current market practices.

     These agreements are intended to assure the Company that it will have the continued dedication, undivided loyalty, and objective advice and counsel from these key executives in the event of a proposed transaction, or the threat of a transaction, which could result in a change in control of the Company. When establishing our change of control agreements, the Compensation Committee intended to provide executive officers with adequate financial security so that they could focus on achieving successful business continuity. We believe that the provision of severance and benefits and change in control protection for certain of our executive officers is consistent with market practice, is a valuable executive talent retention provision, and is consistent with the objectives of our overall executive compensation program.

Does the Compensation Committee sometimes consider special circumstances in changing or awarding compensation to executive officers?

     Yes — when we set our operating goals for 2006, we did so with our then-existing businesses and business model. Subsequently, we and our board revisited that business model with the goal of maximizing shareholder value by taking advantage of what we perceived to be advantageous capital markets, as well as shifting away from being a multiple concept company in the casual dining space. This resulted in a strategic decision to restructure our business model and balance sheet by incurring additional debt at favorable terms and desirable rates and levels and divesting our Logan’s Roadhouse business. The additional debt and the net proceeds from the sale of Logan’s were to be used to repurchase shares of our outstanding common stock. Accordingly, in addition to executing the previously set goals for operating its Cracker Barrel stores, for which the Compensation Committee had already established compensation programs, the Compensation Committee adopted a plan (the “Success Plan”) that was used to recognize and retain certain executives, including certain of the named executive officers, who were critical to the success of these initiatives.

     Bonuses under the Success Plan were earned by the named executive officers based upon the following objective criteria established at the time that the plan was established:

	•		25% upon the commencement of our tender offer to repurchase up to $800 million of our shares;
	•		25% upon the successful completion of the tender offer;
	•		25% upon completion of the divestiture of Logan’s for at least $350 million in gross proceeds; and
	•		25% upon completion of the divestiture of Logan’s for at least $450 million in gross proceeds.

     The executives participating in the Success Plan, including the named executive officers listed in the table below, earned the maximum payable because they achieved each of the performance goals (if applicable, at or above the maximum level) established by the Compensation Committee. Although the Committee retained discretion to reduce or eliminate any Success Award, it did not do so. On January 23, 2007 the Compensation Committee met and certified achievement of the targets under the Success Plan, pursuant to which the executives listed below earned the following respective bonuses. Those bonuses were paid on June 6, 2007.

		Success
Name		Bonus
Mr. Woodhouse		$	4,219,000
Mr. White		$	1,052,000
Mr. Shoaf		$	1,052,000

     The implementation of the 2006-2007 strategic initiatives also caused the Compensation Committee to study whether certain retention awards were warranted in order to restore market competitiveness. After consultation with its consultants, the Compensation Committee determined that such awards were appropriate and, accordingly, made a restricted stock awards to Mr. White (25,000 shares), to Mr. Shoaf (12,500 shares), to Mr. Barber (25,000 shares) and to Mr. Maxwell (12,500 shares). Each of these awards vests over five years, with 25% vesting in year three, 25% vesting in year four and 50% vesting in year five. As a result of his expected retirement on February 1, 2008, Mr. White will forfeit this award. These awards are reflected in the “All Other Stock Awards” column of the “Grant of Plan-Based Awards” table on page 33 of this proxy statement.

     During 2007, the Compensation Committee also declared discretionary bonuses (reflected in the “Bonus” column of the “Summary Compensation Table” on page 32 of this proxy statement) to certain

executives, including the named executive officers as set forth below. These bonuses were based upon what these executives would have earned under the prior (2006) fiscal year’s annual bonus plan had the Company not incurred certain expenses not contemplated when incentive targets under the annual bonus plan were established. These expenses were related to certain strategic initiatives (i.e., its re-capitalization, the related stock re-purchases, and the divestiture of its Logan’s Roadhouse subsidiary) that the Company began to implement during late 2006. The Committee believed that it would have been inappropriate in view of the substantial shareholder value that was expected to be and was created by those initiatives to, in essence penalize, these executives and others for expenses associated with the strategic initiatives that were not contemplated at the time the bonus plan was originally adopted.

Name		Bonus
Mr. Woodhouse		$	1,232,315
Mr. White		$	307,257
Mr. Shoaf		$	162,468

Do you provide perquisites and other benefits to executive officers?

     Other than the items set forth above, we provide only limited perquisites and other benefits to our executive officers. Any perquisites that are received by named executive officers are described in the Summary Compensation Table on page 32 of this Proxy Statement under the “All Other Compensation” column and related footnote. In particular:

	•		Named executive officers do not have use of a Company vehicle;
	•		Named executive officers may not schedule the Company aircraft for personal travel;
	•		We do not have a defined benefit pension plan or SERP; and
	•		We do not provide a number of perquisites that are provided by other companies, such as club memberships, security, drivers, or financial and legal planning.

     The absence of perquisites and a retirement plan is one of the reasons that the Compensation Committee targets total compensation at the 75^th percentile relative to our peer group of companies and other surveys.

How does the Compensation Committee use “tally sheets”?

     As part of the Compensation Committee’s efforts to review and structure executive compensation for 2008, the Compensation Committee reviewed tally sheets for executive compensation in 2007, inclusive of the value of equity awards. The tally sheets assisted the Compensation Committee in understanding the levels of executive compensation that have been, and are being, received by our executive officers. The Compensation Committee will continue to review tally sheets for executive officers on an annual basis.

Does the Compensation Committee delegate its authority to make stock awards?

     Yes. Pursuant to the Compensation Committee Charter, the Committee may delegate any of its responsibilities to one or more subcommittees as the Committee deems appropriate. During 2007, the Committee did not delegate any of its responsibilities to a subcommittee.

     The Compensation Committee Charter also authorizes the Committee to delegate authority over the grant of equity awards to our CEO as authorized by the terms of our stock incentive plans. The 2002 Omnibus Incentive Compensation Plan provides that the Committee can delegate authority to the CEO, or to a committee composed of executive officers, to grant, on behalf of the Committee, awards to persons who are not executive officers, subject to any guidelines as the Committee may determine from time to time. Pursuant

to that authority granted in the 2002 Omnibus Incentive Compensation Plan, the Committee has delegated to our CEO the authority to make certain awards, subject to the following limitations:

	•		The recipient of any grant is not, or is not expected to be an executive officer;
	•		Any award may not exceed 5,000 shares;
	•		Any award may not vest at an annual rate greater than 33-1/3% for three years; and
	•		At any Compensation Committee meeting, the CEO must report to the Committee all awards made by him, if any, since the prior meeting of the Committee pursuant this delegation of authority.

     During 2007, pursuant to a similar grant of authority, the CEO made grants of options for a total of 8,000 shares to four individuals.

What policies are there on timing when equity awards are made?

     We have never “back-dated” and have a policy against “backdating” of options. In addition, we adhere to the following policies as to equity awards:

	•		The exercise price of each stock option awarded to our senior executives under our long-term incentive plan is the closing price of our stock on the date of grant, which generally is the date of the September Compensation Committee meeting at which equity awards for senior executives are determined. Board and committee meetings generally are scheduled at least one year in advance. Scheduling decisions are made without regard to anticipated earnings or other major announcements by us. We prohibit the re-pricing of stock options.
	•		New hire equity awards or grants to promoted employees, including stock option grants, are made effective the date of the next Compensation Committee meeting following employment date or promotion, respectively.
	•		Other interim or ad hoc equity awards such as retention awards, including stock option grants, are made effective on the date of the next Compensation Committee meeting.
	•		The grant date for equity awards, including stock options, is always the date of approval of the grants, or a specified later date, but never a date prior to approval.
	•		Except as set forth above, we do not have any program, plan or practice to time stock option grants to executive officers in coordination with the release of material non-public information.

What factors are considered in decisions to materially modify compensation?

     From time to time and at least annually in connection with our fiscal year end, the Compensation Committee will review market data, individual performance and retention needs in making decisions to adjust compensation materially. Other than our current policy of targeting base salary and total compensation at 60% and 75%, respectively, of our peer group, we do not have any set formula for determining the amount of each compensation element as a percentage in our executive officers’ compensation packages. We consider the competitive landscape for talent in our industry and geography and base our compensation decisions on how we want to position ourselves in the marketplace for executive talent.

Do you have a policy about recovery of performance-based awards if an executive is guilty of misconduct?

     If the Compensation Committee and the Board of Directors determines that an executive officer has engaged in fraudulent or intentional misconduct, including with regard to the reporting of our performance, the Compensation Committee and the Board of Directors will immediately take corrective action to remedy the

misconduct, prevent its recurrence, and impose such discipline on the wrongdoers as would be appropriate. Discipline would vary depending on the facts and circumstances, and may include, without limitation, (1) termination of employment, (2) initiating an action for breach of fiduciary duty, and (3) if the misconduct resulted in a significant restatement of our financial results, seeking reimbursement of any portion of performance-based or incentive compensation paid or awarded to the executive that is greater than would have been paid or awarded if calculated based on the restated financial results. These remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities.

Does CBRL have stock ownership guidelines for its executive officers?

     Yes — We have stock ownership guidelines (the “Ownership Guidelines”) covering all executive officers, which are posted on our website at cbrlgroup.com. The guideline is 70,000 shares for the Chief Executive Officer, 15,000 shares for the Chief Financial Officer and 5,000 shares for any other executive officer. The time frame to reach the stated guideline amount is August 1, 2009 for Messrs Woodhouse and White, August 1, 2010 for Messrs Shoaf and Maxwell, and August 1, 2011 for Mr. Barber. Officers subject to the Ownership Guidelines who are hired or promoted after the program’s inception in 2005, have five years, from the beginning of the first full fiscal year in position, to reach the stated guideline amount.

     Shares counted toward achievement of the Ownership Guidelines include shares directly or indirectly owned by the executive officer (whether certificated or in “street name”) and shares of restricted stock. The Compensation Committee reviews executive officer ownership levels annually. At this time, all named executive officers are exceeding their Ownership Guidelines. Executive officers are prohibited from hedging their holdings of our common stock.

     The Compensation Committee adopted a plan (the “Ownership Plan”) to encourage the early attainment of the Ownership Guidelines by certain of our officers. Under the Ownership Plan, an executive is awarded common stock in the amount of the greater of 100 shares or two percent (2%) of the number of shares specified in the Ownership Guidelines for that officer, if the officer achieves certain specified progress each year during the five-year period toward the Ownership Guidelines. In future years, failure to achieve specified ongoing progress toward share ownership requirements would result in reduced option grants. On July 25, 2007, the Compensation Committee determined that each of the following named executive officers had achieved or exceeded the specified progress and, accordingly, were awarded the following respective number of unrestricted shares on August 6, 2007:

Name		Award (# of shares)
Mr. Woodhouse		1,400
Mr. White		300
Mr. Shoaf		100
Mr. Barber		100
Mr. Maxwell		100

What is the effect of accounting and tax treatments on compensation?

     Although the accounting and tax treatment of executive compensation generally has not been a factor in the Compensation Committee’s decisions regarding the amounts of compensation paid to our executive officers, it has been a factor in the compensation mix as well as the design of compensation programs. As further described below, for example, we have attempted to structure our compensation to maximize the tax benefits to the Company (e.g., deductibility for tax purposes). Owing to the adoption of SFAS 123R, we do not expect accounting treatment of differing forms of equity awards to vary significantly and, therefore,

accounting treatment is not expected to have a material effect on the Compensation Committee’s future selection of differing types of equity awards.

     Section 162(m). Section 162(m) of the Internal Revenue Code imposes a $1 million limit on the amount a public company may deduct for compensation paid to its Chief Executive Officer or any of our four other most highly compensated executive officers (excluding our chief financial officer, who the Internal Revenue Service has indicated may be excluded) who are employed by the Company as of the end of the fiscal year. However, Section 162(m) does not apply to compensation that satisfies the requirements of Section 162(m) for “qualifying performance-based” compensation. The Compensation Committee attempts to maximize deductibility of compensation under Section 162(m) to the extent practicable while maintaining a competitive, performance-based compensation program. However, the Compensation Committee also believes that it must (and does) reserve the right to award compensation which it deems to be in our best interest and our shareholders, but which may not be fully tax deductible under Section 162(m).

     As required under the tax rules, the Company must obtain shareholder approval every five years of the material terms of the performance goals in the 2002 Omnibus Incentive Compensation Plan for qualifying performance-based compensation, including annual bonuses and long-term incentives. We last received approval in 2002 when the Omnibus Plan was originally approved, and are again seeking shareholder approval as further described on pages 50-51 of this proxy statement.

     The Omnibus Plan also currently limits the deductibility of cash incentive awards to $1 million annually. That limitation applies only to cash awards — not to stock, which have other limitations. Given the changing nature of executive compensation (i.e., less reliance on stock options; more reliance on cash in compensation) since the original adoption of the omnibus plan, we are proposing (as further described on pages 51-58 of this proxy statement) an amendment to the Omnibus Plan increasing that limit to $5 million. That will allow us greater flexibility in structuring our executive compensation programs while maximizing the tax deductibility of awards to the benefit of the Company and our shareholders, whether they are denominated in cash or stock.

     Sections 280G and 4999. We provide our named executive officers with change in control agreements. Certain of these agreements provide for tax protection in the form of a gross-up payment to reimburse the executive for any excise tax under Internal Revenue Code Section 4999 as well as any additional income and employment taxes resulting from such reimbursement. Code Section 4999 imposes a 20% non-deductible excise tax on the recipient of an “excess parachute payment” and Code Section 280G disallows the tax deduction to the payor of any amount of excess parachute payment that is contingent upon a change in control. A payment as a result of a change in control must exceed three times the executive’s base amount in order to be considered an excess parachute payment, and then the excise tax is imposed on the parachute payments that exceed the executive’s base amount. The intent of the tax gross-up is to provide a benefit without tax penalty to certain executives who are displaced in the event of a change in control. We believe that the provision of tax protection for certain of our executive officers was consistent with market practice at the time those agreements were entered into, was a valuable executive talent retention provision, and was consistent with the objectives of our overall executive compensation program. We, however, are studying whether such provisions are consistent with current market practices and whether we should continue such provisions in future agreements.

     Section 409A. Amounts that are deferred or which become vested under nonqualified deferred compensation programs after December 31, 2004 are subject to Internal Revenue Code Section 409A, which governs when elections for deferrals of compensation may be made, the form and timing permitted for payment of such deferred amounts, and the ability to change the form and timing of payments initially established. Section 409A imposes sanctions for failure to comply, including accelerated income inclusion, a 20% penalty and an interest penalty. We have amended our plans to fully comply with Section 409A.

What are the respective roles of the Compensation Committee, its consultant and our executive officers in determining executive compensation?

     The Compensation Committee’s Role. The Committee’s primary responsibility is the establishment and approval of compensation and compensation programs for our executive officers. In the case of executive officers who also serve as directors, the Committee makes recommendations to the independent directors of the Board. Compensation decisions are designed to promote the achievement of our business objectives and strategy; therefore, the planning and evaluation of performance are continuous processes. The majority of the compensation decisions for the executive officers are made annually during the July meetings of the Committee and the Board of Directors.

     In developing its views, the Committee believes that it is advisable to obtain input from management and from independent consultants retained by the Committee, which currently are Mercer and Cook. While the recommendations of management and the Committee’s consultants provide valuable guidance, the Committee ultimately makes all final decisions in carrying out its responsibilities and determining compensation levels and structure. All members of the Committee are independent non-employee directors.

     Management’s Role. The significant aspects of management’s role are:

	•		Recommending business performance targets and objectives;
	•		Evaluating employee performance; and
	•		Recommending cash compensation levels and equity awards.

     Our CEO works with the Committee Chair to establish the agenda for Compensation Committee meetings. At the Committee’s request, the CEO and other members of management participate in Committee meetings to provide:

	•		Background information regarding our strategic objectives;
	•		Evaluation of the performance of the executive officers; and
	•		Compensation recommendations for executive officers.

     If compensation programs require modification, management works with the Committee and its consultants to evaluate the changes and determine the most appropriate solution.

     Roles of Executive Officers in Determining Compensation

     Certain executive officers have roles in the compensation process, as follows:

	•		The CEO generally makes recommendations to the Committee regarding salary increases for other executive officers during the regular merit increase process.
	•		In addition, the CEO provides his/her perspective on recommendations provided by the consulting firm hired by the Committee regarding compensation program design issues.
	•		Other executive officers, at the request of the Committee, work with the outside consultants hired by the Committee, to provide data about past practices, awards, costs and participation in various plans, as well as information about our annual and longer-term goals. When requested by the Committee, selected executive officers may also review consultant recommendations on plan design and structure and provide a perspective to the Committee on how these recommendations may affect recruitment, retention and motivation of our employees as well as how they may affect us from an administrative, accounting, tax or similar perspective. The

other named executives do not play a role in their own compensation determination, other than discussing individual performance objectives with the CEO.

     The Role of Advisors and Consultants. By the terms of its charter, only the Committee can retain and dismiss independent compensation consultants and approve their compensation, and the consultants report directly to the Committee. We are obligated to pay the Committee’s consultants and to support their work. Mercer and Cook are authorized to communicate with members of management as necessary, but may not perform work directly for management without the Committee’s advance approval. For executive compensation awarded in 2008, Mr. Woodhouse was assisted by certain members of senior management as well as Mercer and Cook in reviewing the competitive landscape for executive talent and structuring the types and levels of executive compensation for review by the Compensation Committee. The Compensation Committee and the Board of Directors are responsible for establishing Mr. Woodhouse’s compensation package. The Compensation Committee and the Board of Directors consulted with Mercer and Cook in determining the executive compensation to be awarded to Mr. Woodhouse in 2008.

How are non-management directors compensated?

     Compensation for non-management directors’ compensation is set by the Board at the recommendation of the Compensation Committee. In 2005, this committee recommended, and the Board approved, a slightly modified compensation and benefit program for non-management directors. In developing its recommendations, the Compensation Committee, assisted by Mercer, was guided by the following goals: compensation should fairly pay directors for work required in a company of our size and scope; compensation should align directors’ interests with the long-term interest of shareholders; and the structure of the compensation should be simple, transparent and easy for shareholders to understand. At that time, the Board determined to annually grant restricted stock as well as stock options to non-management directors. The compensation of non-management directors in 2007 is described on pages 11 and 37 of this proxy statement. Based upon Mercer’s recommendations as well as that of the Compensation Committee, compensation for non-management directors will remain the same for 2008.

COMPENSATION COMMITTEE REPORT

     This Compensation Committee report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”), except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under the Exchange Act.

What is the Compensation Committee and what does it do?

     The Compensation Committee of the Board of Directors establishes the salaries and other compensation of the Chairman and CEO, the other executive officers named in the Summary Compensation Table, and other selected senior executives of the Company. The Compensation Committee also is charged with the responsibility to review and approve our executive compensation and benefits plans and policies, and the administration of all executive compensation programs, incentive compensation plans and equity-based plans currently in place at the Company. As it deems necessary, the Compensation Committee engages independent compensation consultants and counsel to advise the Compensation Committee on all matters related to CEO and other executive compensation. In 2007, independent consultants were engaged for the purpose of conducting a competitive review of executive compensation, including long-term incentive compensation levels.

     The Compensation Committee met seven times in 2007. Each meeting included an executive session with no Company employees present.

Are the members of the Compensation Committee “independent”?

     Yes. It is comprised of five directors, all of whom are independent as determined in accordance with Nasdaq’s listing standards and our Corporate Governance Guidelines.

Has the Compensation Committee adopted a Charter?

     Yes. A copy of that Charter is posted on CBRL’s Internet website at cbrlgroup.com.

What has the Compensation Committee done in recommending that our Compensation Discussion and Analysis (“CD&A”) be included in our proxy statement and Annual Report on Form 10-K?

     The Compensation Committee has reviewed and discussed the CD&A with management. Based on its review and discussions of the CD&A with management, the Compensation Committee recommended to the Board of Directors that the CD&A be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for 2007.

Who has furnished this report?

     This report has been furnished by the members of the Compensation Committee:

	•		Robert V. Dale, Chair
	•		James D. Carreker
	•		Richard J. Dobkin
	•		Charles E. Jones, Jr.
	•		Andrea M. Weiss

COMPENSATION TABLES AND INFORMATION

Summary Compensation Table

     The following table includes information regarding the compensation paid or awarded to the individuals listed below (each a “Named Executive Officer,” and collectively, the “Named Executive Officers”) during 2007.

																										Change in Pension
																						Non-Equity				Value and
																						Incentive				Nonqualified
																						Plan				Deferred				All
Name and														Stock				Option				Compen-				Compensation				Other
Principal						Salary				Bonus(1)				Awards(2)				Awards(2)				sation(3)(4)				Earnings(5)				Compensation(6)				Total
Position		Year				($)				($)				($)				($)				($)				($)				($)				($)
Michael A. Woodhouse,			2007			$	950,000			$	1,232,315			$	3,138,684			$	918,683			$	5,843,120				—			$	56,916			$	12,139,718
Chairman and Chief Executive Officer
Lawrence E. White,			2007			$	467,500			$	307,257			$	715,455			$	164,180			$	1,491,581			$	212,858			$	28,710			$	3,387,541
Senior Vice President and Chief Financial Officer
N.B. Forrest Shoaf;			2007			$	355,350			$	162,468			$	324,793			$	93,531			$	1,295,003				—			$	25,667			$	2,256,811
Senior Vice President, General Counsel and Secretary
Douglas Barber,			2007			$	301,600			$	0			$	245,815			$	104,140			$	180,829			$	11,632			$	5,982			$	849,998
Senior Vice President, Restaurant Operations
Terry Maxwell,			2007			$	312,000			$	0			$	284,113			$	126,945			$	253,991			$	2,520			$	2,889			$	982,458
Senior Vice President, Retail

Grants of Plan-Based Awards

     The following Grants of Plan-Based Awards table provides additional information regarding non-equity and equity incentive plan awards granted to the Named Executive Officers during 2007. Both the non-equity and equity incentive plan awards were granted pursuant to the Omnibus Plan. The equity incentive plan awards are comprised of restricted common stock and stock options.

						Estimated				Estimated				All Other				All Other
						Future				Future				Stock Awards:				Option Awards:				Exercise				Grant Date
						Payouts Under				Payouts Under				Number of				Number of				or Base				Fair Value
						Non-Equity				Equity Incentive				Shares of				Securities				Price of				of Stock
						Incentive Plan				Plan				Stock or				Underlying				Option				and Option
						Awards(1)				Awards(2)				Units(3)				Options(4)				Awards				Awards
Name		Grant Date				Actual ($)				Actual (#)				(#)				(#)				($/SH)				($)
Mr. Woodhouse			9/19/2007			$	1,624,120
			9/19/2007			$	30,342				27,091																997,500
			9/21/2006																2,500			$	40.00				32,398
Mr. White			9/19/2007			$	439,581
			9/19/2007			$	8,532				7,618																280,500
			9/21/2006																2,500			$	40.00				32,398
			10/12/2006												25,000												994,563
Mr. Shoaf			9/19/2007			$	243,003
			9/19/2007			$	5,675				5,067																186,559
			9/21/2006																2,500			$	40.00				32,398
			10/12/2006												12,500												497,282
Mr. Barber			9/19/2007			$	126,541
			9/19/2007			$	1,651				1,474																54,288
			9/19/2007			$	54,288
			9/21/2006																9,108			$	40.00				118,031
			10/12/2006												25,000												994,563
Mr. Maxwell			9/19/2007			$	253,991
			9/19/2007			$	3,417				3,051																112,320
			9/21/2006																9,422			$	40.00				122,100
			10/12/2006												12,500												497,282

Outstanding Equity Awards at Fiscal Year-end

     The following table summarizes equity awards made to the Named Executive Officers that are outstanding as of August 3, 2007.

		Option Awards																				Stock Awards
																														Equity				Equity
																														Incentive				Incentive
										Equity																				Plan				Plan
										Incentive																				Awards:				Awards:
										Plan																				Number				Market or
										Awards:																Market				Of				Payout Value Of
		Number				Number				Number																Value of				Unearned				Unearned
		Of				Of				Of												Number				Shares of				Shares,				Shares,
		Securities				Securities				Securities												Of Shares				Units of				Units or				Units or
		Underlying				Underlying				Underlying												Or Units				Stock				Other				Other
		Unexercised				Unexercised				Unexercised				Option								Of Stock				That Have				Rights				Rights
		Options				Options				Unearned				Exercise				Option				That Have				Not				That Have				That Have
		(#)				(#)				Options				Price				Expiration				Not Vested				Vested				Not Vested				Not Vested
Name		Exercisable				Unexercisable				(#)				($)				Date				(#)				($)				(#)				($)
Mr. Woodhouse			25,000				0				0			$	31.00				9/25/2007				125,000				4,602,500				27,091				997,491
			30,000				0				0			$	25.25				9/24/2008				25,310				931,914
			34,812				0				0			$	18.38				4/20/2009
			100,000				0				0			$	15.31				7/29/2009
			66,943				0				0			$	14.31				9/30/2009
			65,513				0				0			$	14.63				9/28/2010
			58,769				0				0			$	20.10				9/27/2011
			160,000				0				0			$	23.58				9/26/2012
			90,347				0				0			$	37.19				9/25/2013
			52,435				26,217				0			$	35.60				9/22/2014
			48,444				96,886				0			$	34.60				9/22/2015
			0				2,500				0			$	40.00				9/21/2016
Mr. White			11,487				0				0			$	14.63				9/28/2010				15,000				552,300				7,618				280,495
			20,060				0				0			$	20.10				9/27/2011				3,934				144,850
			30,000				0				0			$	23.58				9/26/2012				25,000				920,500
			9,641				0				0			$	37.19				9/25/2013
			15,359				0				0			$	37.19				9/25/2013
			8,090				4,045				0			$	35.60				9/22/2014
			8,068				16,134				0			$	34.60				9/22/2015
			0				2,500				0			$	40.00				9/21/2016
Mr. Shoaf			4,667				2,333				0			$	40.46				4/11/2015				7,000				257,740				5,067				186,567
			4,888				9,776				0			$	34.60				9/22/2015				2,384				87,779
			0				2,500				0			$	40.00				9/21/2016				12,500				460,250
Mr. Barber			0				1,650				0			$	35.60				9/22/2014				1,470				54,125				1,474				54,273
			0				5,062				0			$	34.60				9/22/2015				25,000				920,500
			0				9,108				0			$	40.00				9/21/2016
Mr. Maxwell			3,506				0				0			$	14.63				9/28/2010				2,536				93,376				3,051				112,338
			5,102				0				0			$	20.10				9/27/2011				12,500				460,250
			5,000				0				0			$	23.58				9/26/2012
			4,777				0				0			$	37.19				9/25/2013
			5,223				0				0			$	37.19				9/25/2013
			2,702				1,351				0			$	35.60				9/22/2014
			3,333				1,667				0			$	39.37				11/23/2014
			4,367				8,733				0			$	34.60				9/22/2015
			0				9,422				0			$	40.00				9/21/2016

Option Exercises and Stock Vested

     The following table provides information, for the named executives, on (1) stock option exercises during 2007, including the number of shares acquired upon exercise and the value realized and (2) the number of shares acquired upon the vesting of stock awards in the form of restricted stock and the value realized, each before payment of any applicable withholding tax and broker commissions.

		Option Awards								Stock Awards
		Number of Shares				Value Realized				Number of Shares				Value Realized
		Acquired on Exercise				on Exercise				Acquired on Vesting				on Vesting
Name		(#)				($)				(#)				($)
Mr. Woodhouse			0				0				17,871				658,010
											1,400				45,374
Mr. White			0				0				2,757				101,513
											300				9,723
Mr. Shoaf			0				0				594				21,871
											100				3,241
Mr. Barber			12,500				160,206				562				20,693
			12,500				157,000
			6,635				83,336
			3,301				46,709
			2,531				38,345
Mr. Maxwell			0				0				879				32,365
											100				3,241

Nonqualified Deferred Compensation

     We maintain a non-qualified deferred compensation plan for our executive officers and certain employees. The deferred compensation plan permits participating executive officers voluntarily to defer receipt of up to 50% of their base salaries and up to 100% of their annual incentive compensation. These deferrals are fully funded from deductions from the participants’ applicable payroll or bonus checks. Amounts deferred under the plan are payable in cash on the date or dates selected by the participant in accordance with the terms of the plan or on such other dates specified in the plan. Deferred amounts earn rates of return based on the performance of several investment alternatives selected by the participant. These investment alternatives mirror those available to all eligible employees under our 401(k) plan. We also provide a 25% match of the executive’s contributions up to 6% of pay (or, a maximum of 1.5% of eligible pay, the same matching formula used in our 401(k) plan). The following table provides additional information concerning the deferred compensation account for each named executive officer, including the voluntary contributions made by the named executive officers and by us to the deferred compensation plan during 2007 and the aggregate deferred compensation balance as of the fiscal year ended August 3, 2007. No withdrawals or distributions were made in 2007.

		Aggregate Balance at				Executive				Registrant
		Beginning of 2007				Contributions				Contributions				Aggregate				Aggregate Balance
		Fiscal Year				in Last FY				in Last FY				Earnings in Last FY				at Last FYE
Name		($)				($)				($)				($)				($)
Mr. Woodhouse		$	2,968,181			$	450,579			$	32,735			$	157,461			$	3,608,956
Mr. White		$	2,167,318			$	130,289			$	24,283			$	398,865			$	2,720,755
Mr. Shoaf		$	35,199			$	94,073			$	23,518			$	3,605			$	156,396
Mr. Barber		$	185,006			$	18,067			$	4,517			$	23,795			$	231,385
Mr. Maxwell		$	31,199			$	0			$	0			$	3,894			$	35,093

Potential Payments Upon Termination or Change in Control⁽¹⁾

     Our Named Executive Officers are entitled to certain benefits in the event their employment is terminated under specified circumstances. Circumstances which would trigger payments and/or other benefits to certain of our Named Executive Officers include death, disability, termination of employment by the Company without cause, termination by the Named Executive Officer for good reason or a change-in-control of the Company.

     In order for a Named Executive Officer to receive the payment and/or benefits to which he is entitled pursuant to any applicable employment agreement, he must execute and deliver to the Company a release in a form satisfactory to the Company. So long as any Named Executive Officer who is receiving payments and/or benefits from the Company has not breached any applicable restrictive covenants (including, without limitation, non-compete, non-solicitation, non-disparagement and/or confidentiality agreements), the Company will continue to make any required payments. In the event a Named Executive Officer breaches any applicable restrictive covenant, the Company will cease making any future payments and providing any other benefits to the Named Executive Officer, and will also consider pursuing all legal and equitable remedies available to the Company under any applicable employment agreement and applicable law.

     The following table sets forth payments and benefits that may be received by our Named Executive Officers under any existing employment agreements, equity grant agreements, plans or arrangements, whether written or unwritten, in the event of termination for specified reasons and/or a change-in-control of the Company. Only payments and benefits that a Named Executive Officer may receive that are not also available to other executive officers and salaried employees are disclosed in the table below. The following information has been prepared based on the assumption that the Named Executive Officer was terminated, or a change-in-control of the Company occurred, on August 3, 2007. The closing price for our common stock on August 3, 2007 was $36.82.

																		Change in Duties or				Termination after				Termination after
		Termination By				Termination By												Compensation after				Change-in-Control				Change-in-Control
		Company Without				Company for Cause				Death				Disability				Change-in-Control				for Cause				Not for Cause
Name		Cause ($)				($)				($)				($)				($)				($)				($)
Mr. Woodhouse		$	10,913,859			$	0			$	5,552,500			$	6,552,500			$	24,695,977			$	0			$	24,695,977
Mr. White		$	831,875			$	0			$	0			$	0			$	5,501,309			$	0			$	5,501,309
Mr. Shoaf		$	367,350			$	0			$	0			$	0			$	3,468,971			$	0			$	3,468,971
Mr. Barber		$	313,600			$	0			$	0			$	0			$	2,477,225			$	0			$	2,477,225
Mr. Maxwell		$	525,768			$	0			$	0			$	0			$	1,507,025			$	0			$	1,507,025