Edgar Filing: CBRL GROUP INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

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CBRL Group, Inc.
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[Logo of CBRL Group, Inc.]

Dear Shareholder:

We have enclosed with this letter the Proxy Statement for our 2005 Annual
Meeting of Shareholders and our 2005 Annual Report. We hope you find them
interesting and useful in understanding your company.

This year's Annual Meeting will be held on Tuesday, November 22, 2005, 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 and approve 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(R) and
Logan's Roadhouse(R) restaurants. Representatives from our independent
registered public accounting firm also will be available at the meeting, and we
will try to answer your appropriate questions as well as we can following our
report.

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,

/s/ Michael A. Woodhouse

Michael A. Woodhouse
October 21, 2005 Chairman, President and Chief Executive Officer

[Logo of CBRL Group, Inc.]

305 Hartmann Drive
Lebanon, Tennessee 37087

Notice of Annual Meeting of Shareholders

DATE: Tuesday, November 22, 2005

TIME: 10:00 a.m. Central Time

PLACE: 305 Hartmann Drive
Lebanon, Tennessee 37087

ITEMS OF BUSINESS: 1) to elect 11 directors;
2) to approve the selection of Deloitte &
Touche LLP as our independent
registered public accounting firm for
the 2006 fiscal year; and
3) to conduct other business properly
brought before the meeting.

WHO MAY VOTE: You may vote if you were a shareholder of
record on September 23, 2005.

DATE OF MAILING: This Proxy Statement and the form of proxy
are first being mailed to shareholders on
or about October 21, 2005.

By Order of the Board of Directors,

/s/ N.B. Forrest Shoaf

N.B. Forrest Shoaf
Secretary

Lebanon, Tennessee
October 21, 2005

TABLE OF CONTENTS

GENERAL INFORMATION...........................................................1

VOTING MATTERS................................................................3

PROPOSAL 1: ELECTION OF DIRECTORS............................................6

BOARD OF DIRECTORS AND COMMITTEES............................................12

EXECUTIVE COMPENSATION.......................................................15
Summary Compensation Table..............................................16
Option Grants In Last Fiscal Year.......................................17
Aggregated Option Exercises In Last Fiscal Year And Fiscal Year-End
Option Values...................................................17
Equity Compensation Plan Information....................................18
Do any named executive officers have employment agreements?.............19
What are the terms of Mr. Woodhouse's employment agreement?.............19
Who negotiated the terms of Mr. Woodhouse's employment agreement?.......20
Does CBRL have any other agreements with its named executive officers?..20
What are the material terms of the change in control agreements?........21
Has the Board adopted a code of ethics for senior financial officers?...21
Compensation Committee Interlocks and Insider Participation.............21
Section 16(a) Beneficial Ownership Reporting Compliance.................21

COMPENSATION AND STOCK OPTION COMMITTEE REPORT...............................23

AUDIT COMMITTEE REPORT.......................................................28

CERTAIN TRANSACTIONS.........................................................30

SHAREHOLDER RETURN PERFORMANCE GRAPH.........................................31

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..................32

PROPOSAL 2: APPROVAL OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM..........................................................34

FEES PAID TO AUDITORS........................................................35

SHAREHOLDER PROPOSALS FOR 2006 ANNUAL MEETING................................36

SHAREHOLDER COMMUNICATIONS...................................................36

ANNUAL REPORT AND FINANCIAL INFORMATION......................................36

OTHER BUSINESS...............................................................37

Appendix A-- Form of Proxy Card.............................................A-1

GENERAL INFORMATION

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What is this document?

This document is the Proxy Statement of CBRL Group, Inc. being sent in
connection with our Annual Meeting of Shareholders to be held on Tuesday,
November 22, 2005. A form of proxy card accompanies 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."

Is there any other information that I should be receiving?

Yes. Along with your Proxy Statement, you should receive a copy of our 2005
Annual Report, which contains financial and other information about the Company
and our most recently completed fiscal year, which ended July 29, 2005.
References in this document to a year (e.g., 2005), unless the context clearly
requires otherwise, shall mean and be deemed a reference to the Company's fiscal
year that ended on the Friday closest to July 31 of that year.

Why am I receiving a proxy statement?

We are sending this Proxy Statement and the form of proxy card to you 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 them.

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 this Proxy Statement, and all costs of any proxy solicitor
we employ.

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

Your proxy is being solicited by and on behalf of our Board of Directors.
In addition to solicitation by use of the mails, proxies may be solicited by our
officers and employees in person or by telephone, facsimile or other means of
communication. Our officers and employees will not be additionally compensated,
but may be reimbursed for out-of-pocket expenses in connection with any
solicitation. We also may reimburse custodians, nominees and fiduciaries for
their expenses in sending proxies and proxy material to beneficial owners.

We 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. As part of its duties, Corporate Communications, Inc. assists us in
the general solicitation of proxies.

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

We will employ SunTrust Bank-Atlanta to receive and tabulate the proxies,
and independent inspectors of election will certify the results.

What is CBRL Group, Inc.?

We are the parent of two wholly-owned subsidiaries, Cracker Barrel Old
Country Store, Inc. ("Cracker Barrel") and Logan's Roadhouse, Inc. ("Logan's").
Each of these companies is a Tennessee corporation. Through Cracker Barrel, we
also own a number of related operating companies.

Where is CBRL Group, Inc. located?

Our corporate headquarters are located at 106 Castle Heights Avenue North,
Lebanon, Tennessee 37087. We conduct our business from there, from Cracker
Barrel's offices located at 305 Hartmann Drive, Lebanon, Tennessee 37087 and
from Logan's offices located at 3011 Armory Drive, Suite 300, Nashville,
Tennessee 37204. Our telephone number is 615.443.9869.

Where is CBRL Group, Inc. common stock traded?

Our common stock is traded and quoted on The Nasdaq National Market
("Nasdaq") under the symbol "CBRL."

VOTING MATTERS

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What am I voting on?

You will be voting on the following:

-the election of 11 directors;
-the approval of the appointment of our independent registered public
accounting firm, Deloitte & Touche LLP; and
-any other matter properly brought before the Annual Meeting.

Who is entitled to vote?

You may vote if you owned shares of CBRL common stock at the close of
business on September 23, 2005. Each share of stock is entitled to one vote. As
of September 23, 2005, there were 46,671,158 shares of CBRL common stock
outstanding.

How do I vote?

In addition to voting in person at the meeting, you may vote:

- by completing, signing and returning the enclosed proxy card in the
postage-paid envelope;

-for shares held in a broker's name, over the Internet at the address
shown in the information provided with your broker's vote instruction
form (if you have access to the Internet, we encourage you to vote in
this manner); or

-for shares held in a broker's name, by telephone through the number
shown in the information provided with your broker's vote instruction
form.

The availability of telephone and Internet voting depends on the voting
processes of your broker. Neither telephone nor Internet voting is available to
you if you hold shares directly in your name. Please follow the directions on
your proxy card or vote instruction form carefully.

In order to assist us in tabulating votes at the Annual Meeting, we
encourage you to vote by proxy even if you plan to be present at the Annual
Meeting.

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. If your proxy card is signed but does not
contain specific instructions, your proxy will be voted: "FOR" all nominees in
the election of directors and "FOR" approval of the selection of Deloitte &
Touche LLP as our independent registered public accounting firm.

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;
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.

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

The receipt of multiple proxy statements or proxy cards 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 SunTrust Bank-Atlanta, which may be contacted at
1.800.568.3476.

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.

What are broker non-votes?

If you are the beneficial owner of shares held in "street name" by a
broker, your broker is the record holder of the shares; however, the broker is
required to vote those shares in accordance with your instructions. If you do
not give instructions to your broker, your broker may vote the shares with
respect to "discretionary" items, (i.e., routine matters such as uncontested
elections of directors and appointment of the independent registered public
accounting firm), but the broker may not vote your shares with respect to
"non-discretionary" items, such as incentive compensation plans that authorize
grants of stock and stock options that exceed 5% of the class outstanding, and
shareholder proposals. In the case of non-discretionary items, shares for which
the owner has not given voting instructions will be treated as "broker
non-votes." To avoid giving them the effect of negative votes, broker non-votes
are disregarded for the purpose of determining the total number of votes cast or
entitled to vote with respect to a proposal.

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

A quorum must be present at the Annual Meeting for any business to be
conducted. A quorum exists if the holders of a majority of the 46,671,158 shares
of CBRL common stock outstanding on September 23, 2005 are present at the
meeting, in person or by proxy.

How many votes are needed to elect directors and approve other matters?

Directors are elected by a plurality of the votes cast by the holders of
shares entitled to vote at the Annual Meeting. This means that the director
nominee with the most affirmative votes for a particular slot is elected for
that slot. You may vote in favor of all nominees, withhold your vote as to all
nominees or withhold your vote as to specific nominees.

Except for the election of directors, each proposal submitted to the
shareholders at the Annual Meeting will be approved if the number of votes cast
for the proposal exceeds the number of votes cast against it.

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.

PROPOSAL 1: ELECTION OF DIRECTORS

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What is the structure of the Board of Directors?

Pursuant to our Bylaws, our Board of Directors must consist of at least
five directors, but the exact number is set by the Board. The Board of Directors
currently has fixed the size of the Board at eleven. All current directors are
standing for re-election. All directors are elected annually by our
shareholders.

Who are the nominees this year?

The nominees for the Board of Directors consist of the eleven current
directors. These nominees are: James D. Carreker, Robert V. Dale, Richard J.
Dobkin, Robert C. Hilton, Charles E. Jones, Jr., B. F. "Jack" Lowery, Martha M.
Mitchell, Erik Vonk, Andrea M. Weiss, Jimmie D. White and Michael A. Woodhouse.
If elected, each nominee would hold office until the 2006 Annual Meeting of
Shareholders and until his or her successor is elected and qualified.

What are the backgrounds of this year's nominees?

Name, Age, Position First Became Business Experience During
with CBRL a Director Past Five Years
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James D. Carreker, 58 2002 Chairman of the Board of The Bombay Company, Inc.,
Director a home-furnishing retail chain, Fort Worth, TX,
since December 2002 and CEO since June 2003;
Founder and owner, JDC Holdings, Inc., a private
equity and investment firm, Dallas, TX, since
October 2000; Chairman and CEO, Wyndham Hotels,
a hotel and resort operator and developer, Dallas,
TX, from 1995 to October 2000, and President and CEO
from 1988 to 1995; Presidentand CEO, Trammell Crow
Company, Dallas, TX, in 1993-1994; Director, Carreker
Corporation since 1984.

Robert V. Dale, 68 1986 Retired; President, Windy Hill Pet Food Company,
Director Nashville, TN, from March 1995 until its sale in
July 1998; Partner in PFB Partnership, Nashville,
TN, from August 1994 to March 1995; President of
Martha White Foods, Inc., Nashville, TN, from

October 1985 to August 1994; Director, Genesco,
Inc. since June 2000. Mr. Dale serves as our
Lead Independent Director.

Richard J. Dobkin, 60 2005 Retired; Managing Partner of the Tampa, FL office
Director of Ernst & Young, LLP, an independent registered
public accounting firm, from 1987 until June
2005. Mr. Dobkin was elected to the Board in
2005 to fill a vacancy created by an expansion in
the size of the Board.

Robert C. Hilton, 68 1981 President, Autumn Capital, an investment firm,
Director Nashville, TN, since August 1999; Chairman,
President and CEO, Home Technology Healthcare,
Inc., Nashville, TN, from October 1991 to August 1999.

Charles E. Jones, Jr., 60 1981 President, Corporate Communications, Inc., an
Director investor/shareholder communications and public
relations firm, Nashville, TN.

B. F. "Jack" Lowery, 68 1971 Attorney; Chairman and CEO, LoJac Companies,
Director Inc., an asphalt manufacturing, paving, highway
construction, building materials supplier and
contractor, Lebanon, TN; General Counsel, Cracker
Barrel Old Country Store, Inc. 1971-1997.

Martha M. Mitchell, 65 1993 Retired; Senior Vice President Fleishman-Hillard,
Director Inc., an international communications consulting
and public relations firm, St. Louis, MO, from
January 1987 until July 2005.

Erik Vonk, 52 2005 Chairman and CEO, Gevity HR, Inc., a human
Director resource company, Bradenton, FL, since April
2002; Retired from June 2001 to April 2002;
President and CEO, Randstad North America, Inc.,
7

an international staffing company, Atlanta, GA,
from June 1992 to February 2001; Director, Danka
Business Systems, PLC since January 2004. Mr.
Vonk was elected to the Board in 2005 to fill a
vacancy created by an expansion in the size of
the Board.

Andrea M. Weiss, 50 2003 President and CEO of Retail Consulting, LLC, a
Director retail consulting firm, since October 2002;
President of dELiA*s Corp., a multichannel
retailer to teenage girls and young women, from
May 2001 to October 2002; Executive Vice
President and Chief Store Officer of The Limited,
Inc. and Intimate Brands, Inc., units of Limited
Brands, Inc., a women's retailer, from May 1998
to February 2001; Director, Tabi International,
Inc. since 2004; Director, eDiets.com, Inc. since
July 2004.

Jimmie D. White, 64 1993 Retired; Senior Vice President - Finance and CFO
Director of the predecessor to CBRL from 1985 to December 1995.

Michael A. Woodhouse, 60 1999 Chairman of the Board since November 23, 2004 and
Director, Chairman of the Board, President and CEO of CBRL since August 4, 2001;
President and Chief Executive Officer President and COO of CBRL from July 2000 through
August 3, 2001; Executive Vice President and COO of CBRL
from July 1999 to July 2000; Senior Vice President and
CFO of CBRL from January 1999 to July 1999; Senior
Vice President Finance and CFO of Cracker Barrel Old
Country Store, Inc., from December 1995 to December 1998.

What if a nominee is unwilling or unable to serve?

If a director nominee becomes unwilling or unable to serve, proxies may be
voted for a substitute nominee designated by our Board of Directors.

Are there any family relationships between any of the nominees?

There are no family relationships between any of the nominees or executive
officers.

Are the members of our Board "independent"?

A majority of our Board members are "independent" in accordance with
Nasdaq's listing standards and our Corporate Governance Guidelines, which are
posted on our Internet website at cbrlgroup.com.

Are the members of our Board required to attend the annual shareholder meetings?

Our Board has adopted a policy that requires all directors to attend the
annual shareholder meetings unless attendance is not feasible owing to
unavoidable circumstances. All Board members who were members at that time
attended our 2004 Annual Meeting of Shareholders.

How are directors nominated?

The Nominating and Corporate Governance Committee of our Board of Directors
is responsible for identifying and recommending to the Board all persons to be
nominated to serve as a director of CBRL. The committee will consider director
candidates timely submitted by our shareholders in accordance with the notice
provisions as discussed below under "Can shareholders recommend nominees for
directors?". The committee applies the same criteria to the evaluation of
shareholder-nominated director candidates as it applies to other director
candidates. Our Board is responsible for nominating the slate of directors for
the Annual Meeting, upon the committee's recommendation.

How are nominees identified?

All director nominees are current directors who are standing for
re-election. Generally, when there is a vacancy to be filled on the Board of
Directors, the Nominating and Corporate Governance Committee retains a
third-party search firm to assist in identifying candidates to fill the vacancy.
That search firm reports directly to the committee. The main functions served by
the search firm include identifying potential candidates who meet the
qualification and experience requirements described below, as well as compiling
information regarding each candidate's qualifications, experience and
independence and conveying the information to the committee.

How are nominees evaluated; what are the minimum qualifications?

The Nominating and Corporate Governance Committee identifies, recruits and
recommends to the Board only those candidates that the committee believes are
qualified to become Board members consistent with the criteria for selection of
new directors adopted from time to time by the Board. We endeavor to have a
Board representing diverse experience at policy-making levels in business,
marketing, finance and other areas that are relevant to our business. The
committee recommends candidates, including those submitted by shareholders, only
if the committee believes the candidate's knowledge, experience and expertise
would strengthen the Board and that the candidate is committed to representing
the long-term interests of all of our shareholders. A majority of the Board must
consist of independent directors (as defined by Nasdaq's listing standards and
our Corporate Governance Guidelines). No person who has reached the age of 70 is
eligible for appointment, election or re-election as a director unless that
ineligibility is waived by a majority of the remaining members of the Board.

The committee assesses a candidate's independence, background and
experience, as well as the current Board skill needs and diversity. With respect
to incumbent directors selected for re-election, the committee also assesses
each director's contributions, attendance record at Board and applicable
committee meetings and the suitability of continued service. In addition,
individual directors and any person nominated to serve as a director should
possess all of the following personal characteristics and be in a position to
devote an adequate amount of time to the effective performance of director
duties: integrity and accountability, informed judgment, financial literacy,
cooperative behavior, record of achievement, loyalty, and ability to consult and
advise.

Can shareholders recommend nominees for directors?

Shareholders can recommend nominees for directors. If a shareholder wishes
to recommend a candidate for director, the shareholder must provide notice in
writing to the Chair of the Nominating and Corporate Governance Committee, CBRL
Group, Inc., c/o Corporate Secretary, P. O. Box 787, Lebanon, TN, 37088-0787.
For consideration at the 2006 Annual Meeting, the notice must be received by
June 23, 2006. The notice must provide the following information for each
proposed nominee who is not an incumbent director that the shareholder wishes to
nominate:

-the name, age, business address and residence address of the person;

-the principal occupation or employment of the person;

-the number of shares of common stock that are owned beneficially or of
record by the person; and

-any other information relating to the person that would be required
to be disclosed in a proxy statement or other filings required
to be made in connection with solicitations of proxies for election
of directors pursuant to Section 14 of the Securities Exchange Act of
1934 (the "Exchange Act") and related rules and regulations.

The notice must also provide the following information about the shareholder
giving the notice:

-the name and record address of the shareholder;

-the number of shares of common stock that are owned beneficially or of
record by the shareholder;

-a description of all arrangements or understandings between the
shareholder and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are to be
made by the shareholder;

-a representation that the shareholder intends to appear in person or by
proxy at the meeting to nominate the person named in the notice; and

-any other information relating to the shareholder that would be
required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Exchange Act and
related rules and regulations.

The notice must be accompanied by a written consent of each proposed nominee to
be named as a nominee and to serve as a director if elected. No director
candidates were recommended by our shareholders for election at the 2005 Annual
Meeting.

What does the Board of Directors recommend?

Our Board of Directors recommends that you vote FOR the election of these
nominees.

BOARD OF DIRECTORS AND COMMITTEES

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How are directors compensated?

During 2005, each outside director was paid an annual retainer of $30,000
plus a director's fee of $1,500 for each Board or committee meeting attended,
other than the Audit Committee and the Compensation and Stock Option 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 and Stock
Option Committee, has been paid an additional annual retainer of $5,000, while
the chair of each of the Audit Committee and the Compensation and Stock Option
Committee has been paid an additional annual retainer of $10,000. In addition,
our lead independent director received an additional retainer of $12,000. 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.

Beginning in 2006, each outside director will be paid an annual retainer of
$45,000, and the lead independent director shall be paid an annual retainer of
$75,000. The chair of each committee, other than the Audit Committee and the
Compensation and Stock Option Committee, shall be paid an additional annual
retainer of $8,000, while the chair of the Audit Committee and the Compensation
and Stock Option Committee shall be paid an additional annual retainer of
$18,000 and $13,000, respectively. No meeting fees other than for committee
meetings shall be paid. For each committee meeting attended, each director shall
receive a fee of $1,500, other than the Audit Committee and the Compensation and
Stock Option Committee members who shall be paid $2,000 for each committee
meeting attended. All non-employee directors will be reimbursed for
out-of-pocket expenses incurred in connection with attendance at meetings.
Directors who also are employees of CBRL will not be 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
(the "Omnibus Plan"), as of the 2005 Annual Meeting, each non-employee director
who is elected at the Annual Meeting shall receive an option to purchase 1,000
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.

Also pursuant to the Omnibus Plan, each non-employee director who is
elected or appointed to our Board between annual meetings of our shareholders
and prior to the July 31 immediately preceding the first annual meeting of
shareholders following the election or appointment will receive an option to
purchase 1,000 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, and a grant of 2,000 shares of restricted stock that
vests in its entirety three years from the date of the grant.

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."

How often did the Board of Directors meet in 2005?

Our Board of Directors met seven times during 2005. 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 and
Stock Option, Nominating and Corporate Governance, Public Responsibility, and
Executive. All members of the Nominating and Corporate Governance Committee and
the Audit Committee 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 the Nominating and Corporate Governance
Committee Charter, the Corporate Governance Guidelines and the Audit Committee
Charter are posted on CBRL's Internet website at cbrlgroup.com. Current
information regarding all of our standing committees is set forth below.

Name of Functions of Number of Meetings in
Committee & Members the Committee 2005
-------------------------------------------------------------------------------------------------------------------

AUDIT: o Appoints and oversees outside auditors 12
Robert C. Hilton, Chair o Acts as liaison between the Board and
James D. Carreker outside auditors
Robert V. Dale o Discusses the independence of our outside
Jimmie D. White auditors
o 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
o Reviews internal accounting controls
and systems, including internal audit plan
o Reviews results of the annual audit and
related financial reports
o Reviews quarterly earnings press releases
and financial results

Name of Functions of Number of Meetings in
Committee & Members the Committee 2005
-------------------------------------------------------------------------------------------------------------------
o Reviews our significant accounting
policies and any changes to those policies
o Pre-approves new or renewal transactions
between the Company and related parties and
annually reviews and confirms on-going
contractual or lease obligations
o Sole authority to hire, terminate, and
approve compensation for Director of
Internal Audit
o Sole authority to hire, terminate and
approve payments to the independent
registered public accounting firm
o Determines financial expertise and
continuing education requirements of
members

COMPENSATION AND STOCK OPTION: o Reviews and recommends salaries, 6
Robert V. Dale, Chair bonuses and other cash compensation of
James D. Carreker executive officers
Andrea M. Weiss o Administers compensation plans for
Jimmie D. White executive officers, and approves all
option grants and stock grants
o Reviews executive management's
performance, particularly with respect to
financial goals for the concluding fiscal
year

NOMINATING AND CORPORATE GOVERNANCE: o Considers and recommends to the Board 7
Robert V. Dale, Chair nominees for director
Robert C. Hilton o Considers nominees recommended by
Charles E. Jones, Jr. shareholders in writing prior to
Martha M. Mitchell the annual deadline for submission of
shareholder proposals
o Reviews and recommends changes to
corporate governance policies and
practices
o Reviews and recommends candidates to
serve on Board committees
o Reviews annual Board self-assessment

Name of Functions of Number of Meetings in
Committee & Members the Committee 2005
-------------------------------------------------------------------------------------------------------------------

PUBLIC RESPONSIBILITY: o Oversees the Company's corporate 3
Martha M. Mitchell, Chair citizenship policies and activities and
Michael A. Woodhouse recommends to the Board policies and
Charles E. Jones, Jr. initiatives that will effectively
B.F. "Jack" Lowery position the Company with its various
Andrea M. Weiss constituencies
o Determines how public policies affect
the Company and its various constituencies

EXECUTIVE: o Meets at the call of the Chairman of 0
Michael A. Woodhouse, the Board
Chair o Meets when the timing of certain actions
Robert V. Dale makes it appropriate to convene the Committee
Robert C. Hilton rather than the entire Board
Charles E. Jones, Jr. o May carry out all functions and
B. F. "Jack" Lowery powers of the Board subject to certain
Martha M. Mitchell exceptions under applicable law
o Advises senior management regarding
actions contemplated by CBRL whenever it
is not convenient or appropriate to
convene the entire Board

EXECUTIVE COMPENSATION

--------------------------------------------------------------------------------

The following tables discuss the compensation earned during the last three
fiscal years by our Chief Executive Officer and our four most highly compensated
executive officers as of the end of 2005. We will refer to these officers as our
"named executive officers" throughout this document.

Summary Compensation Table

Annual Compensation Long-Term Compensation
------------------------------ -------------------------------

Securities
Restricted Underlying
Stock Awards Options All Other
Name and Principal Position in Salary Bonus ($) Granted Compensation
FY 2005 Year ($) ($) (Shares) ($)(1)
------------------------------------------------------------------------------------------------------------------

Michael A. Woodhouse, 2005 867,235 1,797,473 4,891,250(2) 78,652 338,653
Chairman, President and 2004 800,000 959,512 -- 90,347 562,128
Chief Executive Officer 2003 700,000 1,640,625 -- 160,000 269,000

Lawrence E. White, 2005 390,000 404,166 498,300(3) 12,135 63,543
Senior Vice President, Finance 2004 360,000 287,854 -- 25,000 100,357
and Chief Financial Officer 2003 340,000 531,250 -- 30,000 128,196

Cyril J. Taylor,(4) 2005 408,333 331,165 -- 17,729 67,985
President and Chief Operating 2004 288,625 191,967 -- 15,000 93,617
Officer--Cracker Barrel Old 2003 248,257 274,220 -- 28,714 123,187
Country Store, Inc.

G. Thomas Vogel, 2005 299,231 363,000 -- 8,764 40,183
President - Logan's Roadhouse, 2004 250,000 208,000 251,775 14,533 256,624
Inc. 2003 -- -- -- -- --

David L. Gilbert 2005 350,000 255,679 -- 26,292 53,741
Chief Administrative 2004 335,000 251,816 -- 20,000 111,518
Officer--Cracker Barrel Old 2003 310,000 399,521 -- 35,000 111,931
Country Store, Inc.

-------------------------
(1) Amounts shown in this column for 2005 include awards granted under the
Mid-Term Incentive Retention Plan. These awards cliff vest at the end of
2007. The following amounts were accrued for each of the named executive
officers during 2005: Mr. Woodhouse, $233,333; Mr. White, $36,000; Mr.
Taylor, $50,921; Mr. Vogel, $26,000 and Mr. Gilbert, $33,500. Additionally,
this column includes amounts accrued for interim share ownership awards as
outlined in the Ownership Incentive Plan for each named executive during
2005: Mr. Woodhouse $54,838; Mr. White $11,751; Mr. Taylor $3,917; Mr.
Vogel $7,834 and Mr. Gilbert $7,834. Amounts shown in this column for 2005
also include premiums paid on life and disability insurance of $23,081 for
Mr. Woodhouse; $6,870 for Mr. White, $5,033 for Mr. Taylor and $4,380 for
Mr. Gilbert; and CBRL's contributions to its 401(k) Employee Savings Plan
and any non-qualified deferred compensation plan for each named executive
officer in 2005.

(2) Represents 125,000 shares of restricted stock that vest 60% on September
15, 2008, 20% on September 15, 2009 and 20% on September 15, 2010, subject
to achieving performance criteria relative to Earnings Before Interest,
Taxes, Depreciation, Amortization and Rent. Dividends will not be paid on
any unvested shares.

(3) Represents 15,000 shares of restricted stock that cliff vest on August 2,
2009. Dividends will not be paid on any unvested shares.

(4) During 2003 and 2004, Mr. Taylor served as Senior Vice President of
Operations of Cracker Barrel Old Country Store, Inc.

Option Grants In Last Fiscal Year

Potential Realizable Value
at Assumed Annual Rates of
Number of % of Total Stock Price Appreciation
Securities Options for Option Term(2)
Underlying Granted to Exercise or -------------------------------
Options Employees in Base Price Expiration
Name Granted Fiscal Year ($/Share)(1) Date 5% 10%
----------------------------------------------------------------------------------------------------------------------

Mr. Woodhouse 78,652 11.11% $35.60 9/22/2014 $1,760,912 $4,462,497
Mr. White 12,135 1.71% $35.60 9/22/2014 $ 271,686 $ 688,506
Mr. Taylor 9,729 1.37% $35.60 9/22/2014 $ 217,819 $ 551,997
5,000 0.71% $39.37 11/23/2014 $ 123,798 $ 313,728
3,000 0.42% $42.50 2/24/2015 $ 80,184 $ 203,202
Mr. Vogel 8,764 1.24% $35.60 9/22/2014 $ 196,214 $ 497,245
Mr. Gilbert 26,292 3.71% $35.60 9/22/2014 $ 588,642 $1,491,735

-----------------------------

(1) The exercise price of the options granted equals the closing market price
during normal trading hours of our common stock on the day prior to the
grant date. The options generally vest and become exercisable at a
cumulative rate of 33-1/3% per year. All remaining options also vest upon a
defined change in control of CBRL.

(2) The potential realizable values illustrate values that might be realized
upon exercise immediately prior to the expiration of the option term using
5% and 10% appreciation rates from the price at the grant date (which is
equal to the exercise price), as required by the SEC, compounded annually.
These values do not, and are not intended to, forecast possible future
appreciation, if any, of CBRL's stock price. Also, these values do not take
into consideration any provisions for vesting over a period of years or
termination of options following termination of employment.

Aggregated Option Exercises In Last Fiscal Year
And Fiscal Year-End Option Values

Number of Securities Value of Unexercised
# Shares Underlying Unexercised In-The-Money Options at
Acquired Options at FY-End FY-End(2)
Upon Value --------------------------------------------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
--------------------------------------------------------------------------------------------------------------------

Mr. Woodhouse 50,000 $1,045,660 517,820 192,216 $9,846,861 $1,231,506
Mr. White 35,385 $1,007,634 59,881 38,801 $ 992,794 $ 232,221
Mr. Taylor 15,853 $ 299,006 40,033 36,061 $ 677,613 $ 184,442
Mr. Vogel 2,788 $ 14,591 3,915 16,594 $ 7,752 $ 46,791
Mr. Gilbert 37,610 $ 684,364 18,335 51,291 $ 195,105 $ 302,135

(1) Value realized is calculated based on the difference between the fair
market value of the securities underlying the option and the exercise or
base price of the options at exercise or fiscal year-end, respectively.

(2) The last trade of CBRL common stock, as reported by Nasdaq on July 29,
2005, was at $39.17. That price was used in calculating the value of
unexercised options.

Equity Compensation Plan Information

The following table summarizes share and exercise price information about
our equity compensation plans as of July 29, 2005.

Number of
Securities to be Number of Securities
Issued Upon Remaining Available for
Exercise of Weighted Average Future Issuance Under
Outstanding Exercise Price of Equity Compensation Plans
Options, Warrants Outstanding Options, (Excluding Securities
Plan Category and Rights Warrants and Rights Reflected in Column (A))
-----------------------------------------------------------------------------------------------------------------------
(A) (B) (C)

Equity compensation plans approved by
security holders (1) 2,885,803 $25.93 2,993,427

Equity compensation plans not approved
by security holders (2) 1,674,604 $28.46 --

Total 4,560,407 $26.85 2,993,427

-----------------------
(1) These plans consist of our Amended and Restated Stock Option Plan, as
amended; 1989 Stock Option Plan for Non-Employee Directors, as amended; and
2002 Omnibus Incentive Compensation Plan, as amended.

(2) This plan category consists of awards to non-officer employees under our
2000 Non-Executive Stock Option Plan.

Material features of the 2000 Non-Executive Stock Option Plan (the "Stock Option
Plan")

General. The Stock Option Plan provides for the grant of stock options to
non-officer employees. As of September 23, 2005, we have outstanding stock
options under the Stock Option Plan for future exercise of 1,622,473 shares of
our common stock. There are no shares of CBRL common stock reserved for future
issuance under the Stock Option Plan.

Eligibility. The persons eligible to participate in the Stock Option Plan
as recipients of options are employees of the Company or any of its subsidiaries
who are not officers or directors of the Company. In addition, any person who is
a participant in the long-term incentive program is not eligible to participate
in or receive options under the Stock Option Plan.

Option Price; Payment. The option price per share is the fair market value
of the Company's common stock. From time to time the Compensation and Stock
Option Committee selects, from among those who are eligible, the individuals to
whom options are granted and determines the number of options to be granted. The
date of the grant is determined by the date on which the option recommendation
is approved or selection of an employee as a participant in any grant under the
Stock Option Plan is made by the Compensation and Stock Option Committee.

Shares purchased by exercising an option must be paid in full by delivery
to the Company of consideration equal to the product of each option price and
the number of shares purchased, plus applicable taxes. The consideration must be
paid in cash or by check. The option price may also be paid, at the discretion
of the Board, by delivery of other shares of our common stock, subject to
applicable holding periods, or any other consideration the Compensation and
Stock Option Committee permits.

Term. Each option specifies the rate at which the option vests or becomes
exercisable, which is in the discretion of the Compensation and Stock Option
Committee. Each option expires at the end of a specified period, which shall not
exceed 10 years. The option may expire earlier or even terminate if employment
is terminated. The Stock Option Plan expired on July 29, 2005.

Do any named executive officers have employment agreements?

Yes. We have an employment agreement with Mr. Woodhouse.

What are the terms of Mr. Woodhouse's employment agreement?

Under the agreement, Mr. Woodhouse serves as the Chief Executive Officer of
the Company and also is required to hold either the title of Chairman or
President. Unless extended or earlier terminated, the agreement will terminate
on July 31, 2008. Beginning August 1, 2008, the agreement automatically will be
extended for one-year terms on each annual anniversary of the effective date of
the agreement unless either Mr. Woodhouse or the Company gives at least twelve
months notice of that party's intention to allow the agreement to expire at the
next anniversary date. Additionally, in the event of a "change in control" (as
defined below), the then existing term of the agreement is extended for two
years.

Mr. Woodhouse's employment agreement currently provides for the payment of
an annual salary in the amount of $950,000, which may be increased from time to
time as well as a target bonus potential of no less than 150% of Mr. Woodhouse's
base salary, subject to the satisfaction of such performance and other criteria
as may be established by the Company's Compensation and Stock Option Committee.
The agreement provides for Mr. Woodhouse to receive a restricted stock grant of
125,000 shares, which vest 60% on September 15, 2008, 20% on September 15, 2009,
and 20% on September 15, 2010, subject to achieving performance criteria
established by the Committee relative to Earnings Before Interest, Taxes,
Depreciation, Amortization and Rent (as defined in the agreement). The agreement
also establishes bonus targets (as a percentage of base salary) for Mr.
Woodhouse's participation in the Company's annual incentive and retention plans
for officers, which plans are more fully described in the Compensation and Stock
Option Committee Report.

In the event CBRL terminates Mr. Woodhouse's employment without "cause" (as
defined in the agreement), the agreement entitles him to a severance payment
equal to the unpaid amount due during the employment term prior to the
termination, plus three times his annual salary in effect on the date of
termination, as well as a lump sum cash distribution determined by a formula
based on his unvested stock options which otherwise would have vested during the
current term. Any unvested restricted stock granted to Mr. Woodhouse under the
agreement will vest and become distributable. The agreement specifies that Mr.
Woodhouse's participation in CBRL's life, medical and disability insurance
programs will continue if his employment is terminated by CBRL without "cause"
for up to twenty-four months or the expiration of the term of the agreement, so
long as he is not employed elsewhere and covered by that employer's benefit
plans. The agreement also describes rights to compensation if Mr. Woodhouse's
employment is terminated or suspended due to death, disability or "cause." This
agreement generally does not preclude Mr. Woodhouse from participating in any
other CBRL benefit plan or arrangement.

In the event of a "change in control" (as defined below) and Mr. Woodhouse
is terminated for reasons other than "cause," the Company is required to pay Mr.
Woodhouse, in addition to any amounts owed through the date of termination of
employment, including a prorated portion of any then existing incentive or bonus
plan applicable to Mr. Woodhouse, three times the sum of: (i) his average annual
base salary for the three fiscal years prior to the termination; and (ii) the
greater of: (x) his actual annual incentive bonus for the fiscal year
immediately preceding the date of termination; or (y) his target bonus for the
year in which the termination date falls. Also, the restricted stock grant vests
and becomes distributable, subject to the achievement of performance goals
through the end of the fiscal quarter prior to the date of termination. With
respect to any unvested stock options that would have vested during the term of
the agreement, the Company is required to pay Mr. Woodhouse an amount equal to
the difference between the market value and the exercise price(s) of the shares
subject to such options. Mr. Woodhouse's participation in the life, medical and
disability insurance programs of the Company continues for up to thirty-six
months following termination of the agreement.

A "change in control" means any change in control reportable as required by
the federal securities laws, but specifically including: (a) any person becoming
a beneficial owner of 35% or more of the Company's voting securities, unless
that acquisition was approved or ratified by a vote of at least 2/3 of the
members of the Company's Board of Directors prior to the acquisition, (b) all or
substantially all of the assets of the Company are sold or transferred, (c)
shareholders approve a plan of liquidation or dissolution, or (d) a majority of
the members of the Board of Directors change (unless approved by majority of
those directors who were directors at the beginning of the term of the
agreement).

The agreement contains certain business protection provisions that include
a requirement that Mr. Woodhouse not disclose confidential information or trade
secrets of the Company and a requirement that, during the term of the agreement
and for two years following its termination, Mr. Woodhouse will neither solicit
employees of the Company to leave their employment nor hold any position with
any entity engaged wholly or in material part in the restaurant or retail
business that is similar to that in which the Company or any of its affiliates
is engaged.

Who negotiated the terms of Mr. Woodhouse's employment agreement?

The terms were negotiated by the Compensation and Stock Option Committee
and Mr. Woodhouse, each of whom were represented by separate independent legal
counsel.

Does CBRL have any other agreements with its named executive officers?

Yes. On September 30, 1999, our Board of Directors approved a plan
responding to change in control issues. The plan is based on recommendations
from an independent, outside compensation consultant and is designed to
encourage retention of key employees. Some of our senior officers, including
some of the named executive officers, and other key personnel have been provided
agreements stating that upon a "change in control," they will receive specified
salary payments and other benefits.

What are the material terms of the change in control agreements?

The change in control agreements provide that the named executive officers,
other than Mr. Woodhouse, will receive specified benefits if after a "change in
control" there is: (1) a material change in duties or responsibilities resulting

in the assignment of duties and responsibilities inferior to the duties and
responsibilities in effect at the time of change in control, (2) a reduction in
salary or a material change in benefits (excluding discretionary bonuses), or
(3) a change in the location of work assignments from the location at the time
of change in control to any other location that is further than 50 miles away
from the location at the time of change in control. The salary payments will
equal 2.00 or 2.99 times the average salary and bonus for the 3 years prior to a
change in control (including, when required, a gross-up payment to cover excise
taxes), and benefits will include continuation of and payments for health
benefits for a 2-year period. The agreements define "change in control" to
include certain circumstances in which a person becomes the beneficial owner of
securities representing 20% or more of the combined voting power of our voting
stock, a majority of our Board changes within a 2-year period, or we merge,
consolidate or reorganize.

Has the Board adopted a code of ethics for senior financial officers?

The Board of Directors has adopted a code of ethics for its senior
financial officers, as defined by SEC regulations, that applies to CBRL's chief
executive officer, chief financial officer, and chief accounting officer. This
code of ethics is posted on CBRL's Internet website at cbrlgroup.com. Any
amendments to, or a waiver from, a provision of this code of ethics will be
posted on CBRL's Internet website.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation and Stock Option Committee has been an
officer or employee of CBRL or any of our subsidiaries at any time, except
Jimmie D. White, who retired in 1995, and no relationships exist requiring
disclosure under applicable regulations of the SEC. None of our executive
officers has served on the board of directors or on the compensation committee
of any other entity, any of whose executive officers served either on our Board
or on our Compensation and Stock Option Committee.

Section 16(a) Beneficial Ownership Reporting Compliance

The United States securities laws require our executive officers,
directors, and 10% shareholders to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the SEC and with us. Based solely upon a
review of Forms 3, 4 and 5 and amendments thereto furnished to us during and
with respect to 2005 and written representations by our directors, executive
officers and 10% shareholders, each of such persons filed, on a timely basis,
the reports required by Section 16(a) of the Exchange Act with respect to 2005,
except as follows: Mr. Lowery inadvertently failed to timely report an open
market sale of CBRL common stock that occurred on December 2, 2004. The required
report was filed on December 9, 2004, three days late. Mr. Woodhouse, on
September 24, 2004, filed a Form 4 that reported a grant of options to acquire
75,652 shares of CBRL common stock. The grant actually was for 78,652 shares of
CBRL common stock and an amended Form 4 correcting the information was filed on
December 2, 2004. N.B. Forrest Shoaf joined the Company on April 11, 2005 and,
at that time, was granted options to acquire 7,000 shares of CBRL common stock
and 7,000 shares of restricted stock. These grants were reported on Mr. Shoaf's
initial Form 3 (which was timely filed) instead of on a Form 4 that arguably was
due two days after Mr. Shoaf joined the Company.

COMPENSATION AND STOCK OPTION
COMMITTEE REPORT

--------------------------------------------------------------------------------

What is the Compensation and Stock Option Committee and what does it do?

The Compensation and Stock Option Committee of the Board of Directors (the
"Compensation Committee") is composed solely of directors who are independent
under Nasdaq's listing standards and our Corporate Governance Guidelines. The
Compensation Committee 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 the
Company's 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 2005, an independent
consultant was engaged for the purpose of conducting a competitive review of
executive compensation, including long-term incentive compensation levels.

The Compensation Committee's Charter reflects these various
responsibilities, and the Compensation Committee and the Board periodically
review and revise the Charter, which is posted on our Internet website at
cbrlgroup.com. There were six meetings of the Compensation Committee in 2005,
all of which involved executive sessions with no Company employees present.

What is the philosophy and objective of executive compensation?

The compensation program for executive officers is designed to:

-Emphasize performance-based compensation
-Encourage strong financial performance by establishing aggressive goals
and highly leveraged incentive programs
-Encourage executive stock ownership and alignment with shareholder
interests by providing a significant portion of compensation in CBRL
common stock.

The Compensation Committee believes that compensation paid to executive
officers should be closely aligned with the performance of the Company on both a
short-term and long-term basis and that such compensation should assist the
Company in attracting and retaining key executives critical to its long-term
success. To that end, it is the view of the Compensation Committee that the
total compensation program for executive officers should consist primarily of
the following:

-Base Salaries
-Annual incentive awards
-Long-term incentive compensation (e.g., stock options and restricted
stock grants)

Base salaries are targeted to be competitive at the 60th percentile and
total compensation generally is targeted to be competitive at the 75th
percentile of the market for positions of similar responsibilities as determined
by our independent outside compensation consultant. We consider it necessary and
appropriate to position compensation packages at these levels to attract, retain
and motivate executives and other key management personnel with the essential
qualifications for managing our operations and growth.

Can you more fully describe the elements of executive compensation?

Base Salary. The 2005 salaries of the named executive officers are shown in
the "Salary" column of the Summary Compensation Table. Salaries for executive
officers are reviewed on an annual basis, as well as at the time of a promotion
or other change in responsibilities. Increases in salary are based on subjective
evaluation of such factors as the individual's level of responsibility,
performance and level of pay compared to Company peer group pay levels. Merit
increases normally take effect on August 1st of each year. In setting the base
salary for each executive officer, the Compensation Committee generally reviews
the then-current salary for each of the officers in relation to average salaries
within the industry for comparable areas of responsibility as presented in a
report prepared for the Compensation Committee by its independent executive
compensation consultant. The Compensation Committee also considers the
contribution made by each executive officer during the prior fiscal year, as
reported by the Chief Executive Officer, and the salary recommendations made by
the Chief Executive Officer, based on information prepared by management, for
the executive officers other than the Chief Executive Officer. Except for
recommendations from management, the Compensation Committee employs procedures
similar to those used for each of the other executive officers to determine the
salary for the Chief Executive Officer.

Annual Incentive Awards. This Compensation Committee continues the policy
that the financial performance of CBRL should be a significant factor in
rewarding our executive officers. In July of each year, this committee reviews
the expected financial performance of CBRL for the concluding fiscal year and
considers the internal budget established for the next fiscal year in setting
certain financial goals and specific objective criteria for annual incentive
awards for executives.

Annual incentive awards are determined as a percentage of each executive
officer's base salary. The Compensation Committee determines the performance
measures and other terms and conditions of awards for executive officers covered
under the Omnibus Plan. For 2005, the bonus targets for executive officers
ranged from 100% to 200% of base salary depending on the officer's position
(200% for Mr. Woodhouse, 120% for Mr. Taylor, 100% for Mr. White, 100% for Mr.
Vogel and 100% for Mr. Gilbert).

The 2005 annual incentive awards for the named executive officers are shown
in the "Bonus" column of the Summary Compensation Table.

Long-Term Incentives. Our long-term incentive program in effect in 2005 for
executive officers was designed to recognize market effects on senior management
compensation, to foster a long-term commitment to us and our subsidiaries, to
encourage future performance that contributes to stock price appreciation, to
align shareholder and executive long-term interest, and to provide a
comprehensive method of compensating executive officers while balancing our
costs. Our officers' long-term incentive is comprised of two parts: a stock
option and separate "Mid-Term Incentive Retention Plan Award" ("MTIRP Award").
MTIRP Awards consist of, at the election of the executive, either 50% restricted
stock and 50% cash, or 100% restricted stock. In either case, the 2005 MTIRP
Award vests at the end of 2007.

Stock Options.
--------------

In contrast to salary and bonus awards, which generally are for past effort
and performance, annual stock options are intended to engender loyalty and
commitment to CBRL and to encourage future performance that contributes to stock
price appreciation. They generally are granted at an exercise price that is
equal to the closing market price of CBRL common stock when the option is
granted and, therefore, have no realizable value to the option holder until the
stock trading price increases. The number of shares subject to the stock option
under the long-term incentive program is determined first by determining a value
that is equal to a participant's target percentage times the participant's
applicable base salary (beginning in 2006) times a performance factor based on
degree of achievement of the Company's or subsidiaries', as applicable, 2005
performance relative to the Company's or subsidiaries', as applicable, 2005
annual plans. For 2005, the targets for executive officers ranged from 60% to
175% of base salary depending on the officer's position (175% for Mr. Woodhouse,
87.5% for Mr. Taylor, 60% for Mr. White, 60% for Mr. Vogel and 60% for Mr.
Gilbert). This value is divided by a generally accepted option valuation
methodology to determine the number of stock options awarded. These options are
awarded after the 2005 Company performance is reviewed and certified by the
Compensation Committee.

MTIRP Awards.
-------------

MTIRP Awards, issued under the 2005 Mid-Term Incentive Retention Plan, were
comprised of restricted stock or restricted stock and cash and were awarded for
achievement of certain pre-established goals consisting of revenue growth and
return on average adjusted invested capital (as defined in the plan) during 2005
for the Company or its subsidiaries, as applicable. MTIRP Awards, while earned
based on 2005 actual results, cliff vest at the end of 2007. Dividends on these
shares of restricted stock accrue until vesting.

The MTIRP award is equal to a percentage of a participant's 2004 ending
base salary. The percentage varies depending on whether the target or maximum
performance goal is satisfied. The minimum MTIRP Award is equal to 50% of a
participant's target percentage times a participant's 2004 ending base salary.
In 2005, only the minimum MTIRP Award was earned.

The 2005 long term annual incentive awards for the named executive officers
are included in the "Securities Underlying Options Granted" and "All Other
Compensation" columns of the Summary Compensation Table.

Does the Company provide any other compensation to named executive officers?

Yes. From time to time the Compensation Committee has deemed it appropriate
to award restricted shares or additional options to individuals for hiring
inducement, performance or retention purposes. Such awards for named executive
officers are included in the "Restricted Stock Awards" and "Securities
Underlying Options Granted" columns of the Summary Compensation Table.

How is Mr. Woodhouse's compensation determined?

The compensation of Mr. Woodhouse, our Chairman and CEO, generally is
determined by the same method used with respect to our other executive officers.
In mid 2005, however, the Compensation Committee determined that it wanted both
to reward as well as to obligate Mr. Woodhouse with a new employment agreement,
the terms of which are described in the "Executive Compensation" section of this
Proxy Statement. The Compensation Committee considered the advice of its
independent compensation consultant in proposing the terms of Mr. Woodhouse's
agreement as well as reviewing the terms of the agreements of other similarly
situated executives. The employment agreement was negotiated by the Compensation
Committee with the assistance of independent outside counsel.

How are the limitations on deductibility of compensation handled?

Section 162(m) of the Internal Revenue Code (the "Code") limits the
deductibility of executive compensation paid by publicly held corporations to $1
million per employee, unless certain requirements are met. The Compensation
Committee's policy with respect to the tax deductibility of executive
compensation under Section 162(m) of the Code is to qualify such compensation
for deductibility whenever practicable. The Omnibus Plan was approved by the
Company's shareholders pursuant to the requirements of Section 162(m) of the
Code so that the awards earned under that plan will qualify for tax deduction by
the Company when paid. The annual incentive awards and the long-term incentive
program described above are established under the Omnibus Plan so that amounts
paid or distributed thereunder generally are deductible. If, however, the
Compensation Committee determines that the shareholders' interests are best
served by the implementation of compensation policies that are not deductible
because of Section 162(m) limitations, CBRL policies do not restrict this
committee from exercising discretion in approving compensation packages even
though that flexibility may result in certain non-deductible compensation
expenses. Jimmie D. White abstains from participating in the discussion of or
voting on matters affected by Section 162(m).

Does the Company have a Stock Ownership Program for executives?

Yes. The Compensation Committee believes that nothing aligns the interests
of executives with those of shareholders more than those executives owning
substantial amounts of the Company's stock. The Company maintains stock
ownership guidelines for its executive officers and other executives ("Ownership
Guidelines"). The Ownership Guidelines (posted on the Company's website at
cbrlgroup.com) set forth certain share ownership requirements that the Company's
executives are expected to attain over a five-year period.

The Compensation Committee, pursuant to the Omnibus Plan, established a
plan (the "Ownership Incentive Plan") to give incentives to executives to
achieve specified progress toward the stock ownership levels under the Ownership
Guidelines. Under the Ownership Incentive Plan, an executive will be 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 such executive if
the executive 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 stock option grants under the long-term incentive program. During 2005,
the Compensation Committee determined that each of the named executive officers
had achieved the specified progress and, accordingly, were awarded shares under
the Ownership Incentive Plan that are shown in the "All Other Compensation"
column of the Summary Compensation Table.

Do you anticipate any major changes in 2006 in the way compensation is
established?

No. Although we receive regular advice from our independent consultants and
counsel regarding trends in executive compensation, we expect the structure of
the compensation for the Company's executives in 2006 to be substantially
similar to that in 2005.

Who has furnished this report?

This report on executive compensation has been furnished by the members of
the Compensation and Stock Option Committee:

-Robert V. Dale, Chair
-James D. Carreker
-Andrea M. Weiss
-Jimmie D. White

AUDIT COMMITTEE REPORT

--------------------------------------------------------------------------------

What is the Audit Committee and what does it do?

The Audit Committee of the Board is responsible for providing independent,
objective oversight and review of CBRL's accounting functions and internal
controls. The committee recommends to the Board that our audited financial
statements be included in our annual report.

Are the members of the committee "independent"?

This committee is comprised of four directors who are independent as
determined in accordance with Nasdaq's listing standards and our Corporate
Governance Guidelines.

Is a member of the committee an "audit committee financial expert"?

The Board has determined that each of the members of the audit committee
satisfy the attributes of an audit committee financial expert, as defined by SEC
regulations.

Has the committee adopted a Charter?

On May 25, 2000, the Board of Directors adopted an Audit Committee Charter
to govern this committee, and, on September 25, 2003, the Board of Directors
approved amendments to that Charter to update it with respect to currently
applicable laws and rules. A copy of that amended Charter is posted on CBRL's
Internet website at cbrlgroup.com.

What steps did the committee take in recommending that our audited financial
statements be included in our annual report?

In connection with recommending that our audited financial statements be
included in our annual report, this committee took the following steps:

o Discussed with our independent registered public accounting firm
their judgment as to the quality, not just the acceptability, of
our accounting policies and principles and such other matters as
are required to be discussed under generally accepted auditing
standards, including information concerning the scope and result
of the audit. These communications and discussions are intended to
assist this committee in overseeing the financial reporting and
disclosure process.

o Discussed with our independent registered public accounting firm
its independence and received written disclosures from our
independent registered public accounting firm regarding
independence as required under applicable independence standards
for independent registered public accounting firms of public
companies. In addition, this committee considered the
compatibility of certain non-audit services with the independent
registered public accounting firm's independence. This discussion

and disclosure informed this committee of the independent
registered public accounting firm's independence, and assisted
this committee in evaluating that independence.

o Reviewed and discussed, with our management and independent
registered public accounting firm, our audited consolidated
balance sheets as of July 29, 2005 and July 30, 2004 and the
related consolidated statements of operations, shareholders'
equity and cash flows for each of the years in the three-year
period ended July 29, 2005, including associated footnotes and
Management's Discussion and Analysis of Financial Condition and
Results of Operations.

o Reviewed and pre-approved all permissible non-audit services
currently planned for 2006 by our independent registered public
accounting firm.

o Reviewed and discussed CEO and CFO Certifications concerning the
Company's Form 10-K.

Based on the discussions with our independent registered public accounting
firm concerning the audit, the independence discussions, the financial statement
quarterly review, and additional matters deemed relevant and appropriate by this
committee, including internal audit activities, this committee authorized these
audited financial statements to be included in our Annual Report on Form 10-K.

What is the Audit Committee's pre-approval policy and procedure with respect to
audit and non-audit services provided by our auditors?

In order to ensure that our independent registered public accounting firm
is engaged only to provide audit and non-audit services that are compatible with
maintaining independence as defined by applicable laws and regulations, the
Audit Committee requires that all services provided and fees charged by the
independent registered public accounting firm be pre-approved by the Audit
Committee. The authority to grant any pre-approval sought by the Audit Committee
during the time period between regularly scheduled Audit Committee meetings is
delegated to the Chair of the Audit Committee. All of the services described
below under the caption "Fees Paid to Auditors" that required pre-approval were
pre-approved by the Audit Committee.

Who has furnished this report?

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

-Robert C. Hilton, Chair
-James D. Carreker
-Robert V. Dale
-Jimmie D. White

CERTAIN TRANSACTIONS

--------------------------------------------------------------------------------

Except as disclosed under "Executive Compensation," and except as set forth
below, our executive officers, directors and director nominees did not have
significant business relationships with us which would require disclosure under
applicable SEC regulations and no other transactions requiring such disclosure
are anticipated during 2006.

Through a subsidiary, we lease a restaurant property in Macon, Georgia from
a limited partnership controlled by B. F. "Jack" Lowery, one of our directors.
The annual rent is the greater of (i) 12% of the total initial cost of the land,
buildings and improvements, or (ii) 5% of the total restaurant sales plus 3% of
the gift shop sales. The lease, which was originally entered into in 1981,
expires on June 1, 2011 with one 10-year option remaining. During 2005, our
subsidiary paid $193,051 in rent to the limited partnership.

We and our subsidiaries also use the services of Fleishman-Hillard, Inc.,
an international public relations firm, in connection with our product and
service marketing efforts, as well as with general CBRL public relations
activities. Martha M. Mitchell, a director, was a Senior Partner in that firm
until her retirement on July 29, 2005. During 2005, we, or our subsidiaries,
paid Fleishman-Hillard $94,849 for consulting services, including corporate
media consulting and response and concept marketing, plus reimbursement of
direct expenses.

We negotiated each of these transactions on an arms-length basis, and each
of these transactions have been reviewed and approved by the Audit Committee. We
believe that these transactions are fair and reasonable and that their terms are
no less favorable than could be obtained from unaffiliated persons.

SHAREHOLDER RETURN
PERFORMANCE GRAPH

--------------------------------------------------------------------------------

This graph compares the cumulative percentage change in the return on the
shares of our common stock (assuming reinvestment of dividends) each year for
the last five years with the Standard & Poor's 400 MidCap Index and a Total
Return Index comprised of all companies listed with Nasdaq with the same
two-digit SIC (Standard Industrial Classification) code (58-Eating and Drinking
Places) as CBRL. The data set forth in the chart below has been provided by
Nasdaq.

[See accompanying PDF file for graph.]

2000 2001 2002 2003 2004 2005
--------------------------------------------------------------------------------
CBRL 100 160 220 293 277 326
NASDAQ (SIC Code 58) 100 143 158 189 220 248
S&P 400 Midcap 100 106 87 102 120 149

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

--------------------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners

The following table shows information for those who, as of September 23,
2005, were known by us to beneficially own more than 5% of our common stock.
Percentage computations are based on 46,671,158 shares of our common stock
outstanding as of September 23, 2005.

Amount and Nature of
Name and Address of Beneficial Owner Beneficial Ownership Percent of Class
----------------------------------------------------------------------------------------------------
Barclays Global Investors, NA 5,198,729(1) 11.1%
45 Fremont Street
San Francisco, CA 94105

Wellington Management Company, LLP 3,592,090(2) 7.7%
75 State Street
Boston, MA 012109

--------------------------

(1) Based solely on the Schedule 13G/A filed for the period ending March 31,
2005 by Barclays Global Investors, NA and what appear to be a number of its
affiliates. Item 4 of the Schedule 13G/A reports total beneficial ownership
of 5,198,729 shares, with sole voting power over 4,468,615 shares and sole
investment power over 5,198,729 shares. Item 6 of the Schedule 13G/A
reports that the shares are held in trust accounts for the economic benefit
of the beneficiaries of those accounts.

(2) Based solely on the Schedule 13G filed for the period ending December 31,
2004 by Wellington Management Company, LLP. Item 4 of the Schedule 13G
reports total beneficial ownership of 3,592,090 shares, with shared voting
power over 2,760,590 shares and shared investment power over 3,592,090
shares. Item 6 of the Schedule 13G reports that the shares are owned of
record by clients of Wellington Management Company, LLP as investment
adviser. These clients have the right to receive, or the power to direct
the receipt of, dividends from, or the proceeds from the sale of, such
securities.

Security Ownership of Management

The following table shows how much of our common stock is owned, as of
September 23, 2005, by all directors and named executive officers, and by all
current directors and executive officers as a group. Unless otherwise noted,
these persons may be contacted at our executive offices, and they have sole
voting and investment power with respect to the shares indicated.

Name of Beneficial Owner Shares Beneficially Owned (1) Percent of Class
--------------------------------------------------------------------------------

Michael A. Woodhouse 715,971 1.5%
Lawrence E. White 93,847 *
Cyril J. Taylor 57,615 *
G. Thomas Vogel 10,952 *
David L. Gilbert 50,131 *
James D. Carreker 5,556 *
Robert V. Dale 74,416 *
Richard J. Dobkin 0 *
Robert C. Hilton 105,999 *
Charles E. Jones, Jr. 82,449 *
B. F. "Jack" Lowery 143,949 *
Martha M. Mitchell 45,586 *
Erik Vonk 0 *
Andrea M. Weiss 1,667 *
Jimmie D. White 17,403 *
All executive officers and
directors as a group (18 persons) 1,431,375 3.0%
--------------------------
*Less than one percent.

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

Michael A. Woodhouse 627,486 Robert C. Hilton 97,046
Lawrence E. White 82,258 Charles E. Jones, Jr. 71,734
Cyril J. Taylor 56,608 B. F. "Jack" Lowery 127,670
G. Thomas Vogel 10,752 Martha M. Mitchell 44,422
David L. Gilbert 45,431 Erik Vonk 0
James D. Carreker 3,889 Andrea M. Weiss 1,667
Robert V. Dale 71,734 Jimmie D. White 5,000
Richard J. Dobkin 0
All executive officers and directors
as a group (18 persons) 1,270,396

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

PROPOSAL 2:
APPROVAL OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

--------------------------------------------------------------------------------

Who has the Audit Committee retained as our independent registered public
accounting firm?

The Audit Committee has retained Deloitte & Touche LLP as our independent
registered public accounting firm for 2006.

How long has Deloitte & Touche LLP served as our independent registered public
accounting firm?

Deloitte & Touche LLP has served as our independent registered public
accounting firm since 1972.

Will representatives of Deloitte & Touche LLP attend the Annual Meeting?

Representatives of Deloitte & Touche LLP have been requested to attend the
Annual Meeting. These representatives will have the opportunity to make a
statement if they so desire and are expected to be available to respond to
appropriate questions.

What happens if shareholders fail to approve the appointment of Deloitte &
Touche LLP as our independent registered public accounting firm?

If shareholders fail to approve the appointment of Deloitte & Touche LLP,
the Audit Committee will reconsider the appointment but in its discretion may
still direct the appointment of Deloitte & Touche LLP. Also, if the appointment
of Deloitte & Touche LLP is approved, the Audit Committee in its discretion may
still direct the appointment of a different independent registered public
accounting firm at any time and without shareholder approval if the Audit
Committee believes that such a change would be in our best interest and the best
interest of our shareholders.

What does the Board of Directors recommend?

Our Board recommends that you vote FOR the appointment of Deloitte & Touche
LLP as our independent registered public accounting firm for the 2006 fiscal
year.

FEES PAID TO AUDITORS

--------------------------------------------------------------------------------

What fees have been paid to the independent registered public accounting firm
during the last two years?

The following table sets forth certain fees billed to CBRL by Deloitte &
Touche LLP in connection with various services provided to us throughout fiscal
year 2004 and fiscal year 2005.

Aggregate Fees Aggregate Fees
Service Billed for FY 2005 ($) Billed for FY 2004 ($)
------- ---------------------- ----------------------

Audit Fees(1) $ 1,156,169 $ 499,641
Audit-Related Fees(2) 31,051 319,450
Tax Fees(3) 1,014,265 870,141
All Other Fees(4) 3,000 0
--------------- ----------------
Total Fees $ 2,204,485 $ 1,689,232
=============== ================

(1) Represents aggregate fees for professional services rendered for: the audit
of our consolidated financial statements contained in our Annual Reports on
Form 10-K for 2005 ($370,012) and 2004 ($350,731); reviews of our
consolidated financial statements contained in our Quarterly Reports on
Form 10-Q for the first three quarters of 2005 ($75,575) and 2004
($60,684); attestation report on management's assessment of internal
control over financial reporting as required by the Sarbanes-Oxley Act of
2002, Section 404 for 2005 ($593,782); review of our internal control
documentation for our assessment of internal control as required by the
Sarbanes-Oxley Act of 2002, Section 404 during 2005 ($41,013) and 2004
($63,926); the issuance of consents during 2005 ($4,500) and 2004 ($8,000);
and review of documents filed with the SEC during 2005 ($71,287) and 2004
($16,300).

(2) Represents aggregate fees for professional services rendered for: the audit
of the Company's retirement savings plan for 2005 ($18,033) and 2004
($17,461); permitted Sarbanes-Oxley Act of 2002, Section 404 advisory
services during 2005 ($9,839) and 2004 ($301,989); and permitted financial
accounting and reporting consultations during the fiscal year ended 2005 ($
3,179).

(3) Represents aggregate fees for tax services rendered for tax authority
examination support, consulting and compliance for 2005 ($146,531,
$427,300, and $440,434, respectively) and 2004 ($57,875, $173,362 and
$638,904, respectively).

(4) Represents aggregate expenses for licenses to access financial accounting
technical database.

SHAREHOLDER PROPOSALS FOR 2006 ANNUAL MEETING

--------------------------------------------------------------------------------

To be considered for inclusion in our proxy materials relating to the 2006
Annual Meeting of Shareholders, proposals must be submitted by eligible
shareholders who have complied with the relevant regulations of the SEC and must
be received no later than June 23, 2006. In addition, if we are not notified of
a shareholder proposal by September 6, 2006, then the proxies held by our
management may provide the discretion to vote against such shareholder proposal,
even though the proposal is not discussed in our proxy materials sent in
connection with the 2006 Annual Meeting of Shareholders. Shareholder proposals
should be mailed to Corporate Secretary, CBRL Group, Inc., P. O. Box 787,
Lebanon, Tennessee 37088-0787.

SHAREHOLDER COMMUNICATIONS

--------------------------------------------------------------------------------

Our Board provides a process for shareholders to send communications to the
Board. All correspondence addressed to the Board of Directors or to one or more
members of the Board of Directors should be sent to: CBRL Group, Inc., c/o
Corporate Secretary, P. O. Box 787, Lebanon, TN, 37088-0787, or e-mail at
forrest.shoaf@cbrlgroup.com, or via fax at (615) 443-9818, or website
communication on the Investor Relations section of our website located at
cbrlgroup.com.

All correspondence received by the Corporate Secretary will be promptly
acknowledged and reviewed by the Corporate Secretary, who will determine whether
the correspondence should be forwarded immediately to the Board of Directors or
any member of the Board of Directors or whether the correspondence should be
presented to the Board of Directors at its next regular meeting. The Corporate
Secretary will consult with the chair of the Nominating and Corporate Governance
Committee if there is a question concerning the need for immediate review by the
Board of Directors or by any member of the Board of Directors.

ANNUAL REPORT AND FINANCIAL INFORMATION

--------------------------------------------------------------------------------

A copy of our Annual Report to Shareholders for fiscal year 2005 is being
mailed to each shareholder with this Proxy Statement. A copy of our Annual
Report on Form 10-K, and a list of all its exhibits, will be supplied without
charge to any shareholder upon written request sent to our principal executive
offices: CBRL Group, Inc., Attention: Investor Relations, P. O. Box 787,
Lebanon, Tennessee 37088-0787. Exhibits to the Form 10-K are available for a
reasonable fee. You may also view our Annual Report on Form 10-K and its
exhibits on-line at the SEC website at sec.gov, or via our website at
cbrlgroup.com.

OTHER BUSINESS

--------------------------------------------------------------------------------

Our management is not aware of any other matters to be brought before the
Annual Meeting. If, however, any other matters are properly brought before the
Annual Meeting, the persons named in the enclosed form of proxy will have
discretionary authority to vote all proxies with respect to those matters in
accordance with their best judgment.

Appendix A
Form of Proxy Card

CBRL GROUP, INC.

Proxy Solicited by and on behalf of the Board of Directors for the
Annual Meeting of Shareholders to be held on Tuesday, November 22, 2005.

The undersigned hereby appoints Michael A. Woodhouse and N.B. Forrest
Shoaf, and each of them, as proxies, with full power of substitution, to vote
all shares of the undersigned as shown below on this proxy at the Annual Meeting
of Shareholders of CBRL Group, Inc. to be held at the Company's offices located
at 305 Hartmann Drive, Lebanon, Tennessee, on Tuesday, November 22, 2005, at
10:00 a.m., Central Time, and at any adjournments of that meeting.

The Board of Directors recommends a vote "FOR" each of the proposals.

1. TO ELECT DIRECTORS:

[ ] FOR ALL of the following nominees: James D. Carreker, Robert V. Dale,
Richard J. Dobkin, Robert C. Hilton, Charles E. Jones, Jr., B.F. "Jack"
Lowery, Martha M. Mitchell, Erik Vonk, Andrea M. Weiss, Jimmie D. White
and Michael A. Woodhouse.

[ ] FOR ALL nominees EXCEPT* [withhold authority to vote for the
following nominee(s)]:
*Please print name(s) of nominees for whom you wish to withhold
authority to vote:

-----------------------------------------------------------------------

[ ] WITHHOLD AUTHORITY to vote for all nominees.

2. TO APPROVE THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2006.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. IN THEIR DISCRETION, TO TRANSACT ALL OTHER BUSINESS, INCLUDING A VOTE TO
ADJOURN THE MEETING, THAT IS PROPERLY BROUGHT BEFORE THE MEETING OR ANY
ADJOURNMENT OF THE MEETING.

[Please sign and date this Proxy.]

A-1

Your shares will be voted in accordance with your instructions. If no choice is
specified, shares will be voted FOR all nominees in the election of directors
and FOR approval of the selection of Deloitte & Touche LLP as the Company's
independent registered public accounting firm.

Date ------------------------------,2005

PLEASE SIGN HERE AND RETURN PROMPTLY

----------------------------------------

Please sign exactly as your name appears
at left. If registered in the names of
two or more persons, each should sign.
Executors, administrators, trustees,
guardians, attorneys and corporate
officers should show their full titles.

--------------------------------------------------------------------------------
If you have changed your address, please PRINT your new address on this line.

A-2