“In these challenging economic times, we strongly believe it is in the best interest of all of our shareholders to allow our cohesive and revitalized Board to continue our recent and ongoing success, and stay focused on the execution of our strategic initiatives,” Ms. Cochran wrote. “Our strong results, our commitment to the highest standards of corporate governance and our determination to serve the best interests of our shareholders speak for themselves.”

Ms. Cochran urged shareholders to vote the WHITE proxy card to vote "FOR ALL" ten of the Company's nominees to the Board.

Text of Letter from Ms. Cochran to Cracker Barrel Shareholders:

October 4, 2012

Dear Cracker Barrel Shareholders,

Cracker Barrel will hold its annual meeting on November 15, 2012, and we look forward to reviewing with you our positive results from the year, as well as the strategic initiatives and key management and Board changes we believe were instrumental in our success. You supported our directors with your votes last year, and I’m proud that our Company has delivered on all of our objectives, as evidenced most recently by the strong earnings we reported on September 19th. We are confident that Cracker Barrel is well positioned for the future.

Unfortunately, Sardar Biglari, the chairman and chief executive officer of Biglari Holdings, a restaurant chain and restaurant acquisition vehicle, has chosen to rehash last year’s proxy fight at this year’s annual meeting. Despite being rejected by a significant margin last year, Mr. Biglari has not only chosen to re-fight the same battle to elect himself, but has also nominated his company’s vice chairman, Phil Cooley, for election, without providing any specific plans or proposals for the Cracker Barrel business.

In an effort to avoid this fight, and in recognition of Biglari Holdings’ position as our largest shareholder, we offered Mr. Biglari the opportunity to designate two independent and qualified board members for election at the annual meeting. We made this offer in good faith and strongly believe it would have served his interests in enabling him to have input into our Board composition. His rejection of the offer reinforces our concerns about his intentions.

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