Exhibit 10.1




                               September 23, 2004




Personal and Confidential
-------------------------

Mr. Dan W. Evins, Chairman
CBRL Group, Inc.
106 Castle Heights Avenue North
Lebanon, Tennessee 37087

Re: Board of Directors Transition Planning

Dear Dan:

     You have formally  informed me today that you have decided not to stand for
election to the Board of Directors at the next Annual  Meeting of  Shareholders,
November  23,  2004.  In that  circumstance,  I have  proposed  to the  Board of
Directors,  and the Board has agreed, that at the Annual Meeting of the Board at
which your decision takes effect, the following actions will be implemented:

     1.   Your service to the company as a director will end.
     2.   You will be named Chairman Emeritus of CBRL Group, Inc.
     3.   As a member of the founding group of directors, you will be named
          to the Founder's Board.
     4.   You will continue to be employed under your existing Executive
          Employment Agreement, dated August 4, 2001, but you will not have your
          current day to day responsibilities;  instead you will be expected to
          serve the corporation as directed from time to time by the Board of
          Directors, to assist as directed from time to time by the Board in
          the transition to a new Chairman at CBRL Group, Inc. and to a new
          President at Cracker Barrel Old Country Store, Inc.,  and to
          otherwise consult and provide advice and the benefit of your knowledge
          and experience as requested from time to time by the Board.  You
          should understand that the general and specific duties set out in
          Sections 3.01 and 3.02 of the employment agreement are superceded by
          these directions pursuant to the powers retained by the Board in
          Section 3.01.  During the remaining period of your employment
          contract, you will continue to be considered a full-time employee,
          you will receive the salary and bonus specified in the contract,  and
          you, and your immediate family,  will continue to qualify to
          participate in the company's existing medical and related benefits
          plans, all in accordance with the provisions of your existing
          employment contract.



     5.   You may continue to occupy office space and you will be provided
          with administrative and secretarial services through December 31,
          2004, and you will be provided office space through November 22,
          2005, at which time your employment contract ends.

     6.   You may, now and continuing after the expiration of your employment
          contract, serve as a Country Ambassador in accordance with the
          current terms and conditions of that program, including the
          compensation and other benefits of that program. You may continue
          to serve as a Country Ambassador for so long as you comply with the
          requirements of that program. During that service, you will be
          considered to be a full-time employee, and you, and your immediate
          family, would qualify to participate in the company's existing
          medical and related benefits plans.

     Please  indicate  that you agree to the  provisions of this letter and that
you will comply with the specified  directions pursuant to Section 3.01 and 3.02
of your employment agreement by signing and returning a copy of this letter.

     On behalf of the entire  Board of  Directors,  I want to thank you for your
vision and leadership  over the years. We all wish you the very best during this
transition.



                                                     Sincerely,

                                                     /s/Robert V. Dale
                                                     Robert V. Dale



I accept and agree to the terms and conditions of this letter agreement.

By:  /s/Dan W. Evins
     ---------------------------------------
        Dan W. Evins

September 23, 2004


cc:      Board of Directors
         Mike Woodhouse
         Larry White