Cracker Barrel Sends Letter to Shareholders

  Cracker Barrel Sends Letter to Shareholders

    Urges Shareholders to Reject Biglari Holdings' Nominations to Board of
   Directors and to Vote against Advisory Proposal on $20 Per Share Special
                                   Dividend

Business Wire

LEBANON, Tenn. -- November 4, 2013

Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company")
(Nasdaq:CBRL) today sent the following letter to its shareholders:

 Text of Letter from Sandra B. Cochran, President and Chief Executive Officer
                       to Cracker Barrel Shareholders:

November 4, 2013

Dear Cracker Barrel Shareholders,

At the Cracker Barrel Annual Meeting of Shareholders, to be held on November
13, 2013, you will be faced with two important decisions that we believe could
affect the future of our Company and the superior returns that we are
delivering to all of our shareholders. I urge you today to vote the WHITE
proxy card to elect all of the Company's nominees to the Board of Directors
and to vote against the non-binding, advisory proposal on a $20 per share
special dividend, which was publicly proposed by affiliates of Biglari
Holdings.

As announced last week, we are extremely pleased that Institutional
Shareholder Services ("ISS"), Glass, Lewis & Co. ("Glass Lewis") and
Egan-Jones Proxy Services ("Egan-Jones") have supported our nominees for the
Cracker Barrel Board of Directors and recommended shareholders vote against
the non-binding, advisory proposal on a $20 per share special dividend. ISS,
Glass Lewis and Egan-Jones are leading proxy voting advisory services whose
recommendations are considered by major institutional investment firms, mutual
funds and other fiduciaries throughout the country.

ADVISORY FIRMS SUPPORT COMPANY’S POSITION THAT BIGLARI AND COOLEY CONTINUE TO
BE WRONG FIT FOR CRACKER BARREL BOARD OF DIRECTORS^1

In recommending a vote FOR all of the Company’s nominees, the proxy advisory
firms said:

“Given the strong operating and financial performance under the reconstituted
board, which have delivered shareholder returns significantly stronger than
either its index or the median of direct peers, and the evidence the board
continues to make prudent capital allocation decisions including the return of
cash to shareholders, the dissidents have not made a compelling case that
board change is necessary.” – ISS

“[W]e continue to find limited -- if any -- utility in altering the
composition of a recently reconstituted pool of incumbents that, based on
available data, has managed a compelling turn-around and peer-leading
shareholder returns.” – Glass Lewis

“We continue to believe there is little benefit to be realized through the
removal of any incumbent nominees or the election of any Dissident
candidates.” – Glass Lewis

“During the past three years, the Board’s significant efforts to identify and
review qualified candidates for Board membership resulted in the addition of
six highly qualified independent directors who have brought valuable
leadership, corporate governance and restaurant and food service industry
experience to the Board.” – Egan-Jones

ADVISORY FIRMS SUPPORT COMPANY’S POSITION THAT BIGLARI’S CALL FOR SPECIAL
DIVIDEND NOT IN BEST INTEREST OF SHAREHOLDERS

In recommending a vote AGAINST the non-binding, advisory proposal on a $20 per
share special dividend, the proxy advisory firms said:

“A vote AGAINST [the special dividend] proposal is warranted because the
dissidents have not offered a compelling argument that the board is making
poor capital allocation decisions; the proposal would increase the company’s
financial leverage to nearly twice the peer median, increasing financial risk
but reducing strategic flexibility; and the board has already demonstrated its
willingness, particularly through the significant increase in the regular
dividend over the past two years, to return capital to shareholders.” – ISS

“We believe the Dissident's assertion that the board ought to use the buy-out
funds to issue a special dividend misses the overarching impetus for, and the
perceived benefits of, a cash out of Biglari, notwithstanding the roughly
comparable amount of cash necessary to complete each.” – Glass Lewis

"We believe that it would be imprudent of the Company at this time to pay the
special dividend advocated by the Dissidents, thereby substantially increasing
leverage and reducing the Company's financial flexibility to invest
appropriately in its business in the future as market conditions may change."
– Egan-Jones

CRACKER BARREL CONTINUED TO DELIVER SUPERIOR RESULTS IN FISCAL 2013

During the 2013 fiscal year, Cracker Barrel delivered total shareholder
returns of approximately 65%, including a 60% increase in the Company's stock
price and approximately 5% in quarterly dividends. The fourth quarter of
fiscal 2013 represented the seventh consecutive quarter of year-over-year
improvement in comparable store traffic, restaurant sales, and retail sales.
We continue to execute on our strategic priorities and are focused on
delivering superior returns for all of our shareholders.

VOTE THE WHITE PROXY CARD

I urge you to sign and return the enclosed WHITE proxy card to vote "FOR ALL"
nine of the Company's nominees to the Board and AGAINST the advisory vote on
the $20 per share special dividend publicly proposed by affiliates of Biglari
Holdings. If you have any questions or require assistance with voting your
WHITE proxy card, please call MacKenzie Partners, Inc., toll-free, at (800)
322-2885. To ensure that your vote is received in time, please vote by
telephone or via the Internet by following the instructions on the Company's
WHITE card. I also urge you NOT to sign any gold proxy cards sent to you by
Biglari Holdings or its affiliates. Even a withhold vote for Mr. Biglari and
Mr. Cooley on his gold proxy card will cancel any previous proxy that you
submitted to vote "FOR ALL" the Company's nominees.

On behalf of the entire Board, management team and employees of Cracker
Barrel, I want to thank you again for your support.

Sincerely,

/s/ Sandra B. Cochran
President and Chief Executive Officer

About Cracker Barrel Old Country Store

Cracker Barrel Old Country Store, Inc. provides a friendly home-away-from-home
in its old country stores and restaurants. Guests are cared for like family
while relaxing and enjoying real home-style food and shopping that's
surprisingly unique, genuinely fun and reminiscent of America's country
heritage…all at a fair price.

Cracker Barrel Old Country Store, Inc. (Nasdaq:CBRL) was established in 1969
in Lebanon, Tenn. and operates 625 company-owned locations in 42 states. For
more information, visit crackerbarrel.com.

Important Additional Information

Cracker Barrel, its directors and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from Cracker Barrel
shareholders in connection with the matters to be considered at Cracker
Barrel's 2013 Annual Meeting. On October 2, 2013, Cracker Barrel filed a
definitive proxy statement (as it may be amended, the "Proxy Statement") with
the SEC in connection with any such solicitation of proxies from Cracker
Barrel shareholders. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO
READ THE PROXY STATEMENT AND ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS
THEY WILL CONTAIN IMPORTANT INFORMATION. Detailed information regarding the
identity of potential participants, and their direct or indirect interests, by
security holdings or otherwise, is set forth in the Proxy Statement, including
Annex A thereto. Shareholders can obtain the Proxy Statement, any amendments
or supplements to the Proxy Statement and other documents filed by Cracker
Barrel with the SEC for no charge at the SEC's website at www.sec.gov. Copies
will also be available at no charge at the Investor Relations section of our
corporate website at www.crackerbarrel.com.

^1 Permission to use quotes from the ISS report, the Glass Lewis report and
the Egan-Jones report was neither solicited nor obtained.

CBRL-F

Contact:

Cracker Barrel Old Country Store, Inc.
Investors:
Lawrence E. Hyatt, 615-235-4432
or
Media:
Andy Merrill, 212-886-9304