[Letterhead]



                                 April 13, 2006

VIA EMAIL

Mr. Matt Goldfarb
Pirate Capital LLC
200 Connecticut Avenue, 4th Floor
Norwalk, Connecticut 06854

Dear Matt:

     As Byron Allumbaugh and I have previously  mentioned to you, the members of
the Board of Directors of CKE Restaurants, Inc. (the "Company") who have had the
opportunity to meet you have been very impressed with you as a person,  and as a
prospective  Board  member.  We also are of the belief  that you can bring added
value to the Board.

     Accordingly,  I am pleased to advise you that,  subject to the  affirmation
requested below, the Board has unanimously agreed to appoint you to the Board on
the following  basis:  (i) you will fill the vacancy left by the  resignation of
Douglas Ammerman;  (ii) your appointment will be effective at the next regularly
scheduled Board of Directors' meeting presently anticipated to be June 27, 2006;
and (iii) since Mr.  Ammerman's  term expires at the time of the Company's  2007
Annual Stockholders' meeting, you will be up for reelection at that time.

     This  agreement  is  conditioned  upon your  affirmation  of the  following
representations by you:


          1.   You will exercise your fiduciary  duties as a Board member in the
               best  interests  of  all  of  the  stockholders,  and  not in the
               interests  of  just  one  stockholder,   or  a  group  of  select
               stockholders.

          2.   You will personally  exercise your fiduciary duties, and you will
               not act on behalf, or operate at the direction,  of any person or
               persons.

          3.   At such time as either (i) Pirate  Capital LLC and its affiliates
               own, in the  aggregate,  less than five percent of the  Company's
               outstanding  Common Stock (for reasons other than dilution caused
               by the Company's  issuance of new  securities) or (ii) you are no
               longer  affiliated  with Pirate Capital LLC, you will tender your
               resignation as a director.  The Board will have the  opportunity,
               but not the  obligation,  to accept this  resignation.

          4.   Pirate Capital LLC and its affiliates  will vote at the Company's
               2006  Annual  Stockholders'  meeting for the  Company's  slate of
               three directors  (Messrs.  Jerry Rubinstein,  Dan Ponder and Carl
               Leo Karcher).





Mr. Matt Goldfarb
Pirate Capital LLC
April 13, 2006
Page 2



     Upon your execution of this letter in the place provided  below,  affirming
the above  representations,  the Company's agreement to appoint you to the Board
as described above shall be effective. In closing, I would like to note that the
Board sincerely looks forward to your participation.

                                     Very truly yours,

                                     CKE Restaurants, Inc.



                                     By: /S/ E. Michael Murphy
                                         -------------------------------------
                                         E. Michael Murphy,
                                         Executive Vice President



      Affirmed:


      /S/ Matt Goldfarb
      ------------------------
      Matt Goldfarb