CRACKER BARREL OLD COUNTRY STORE, INC.

                               DEFERRED COMPENSATION PLAN

















                                           Effective Date:  January 1, 1994

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                              TABLE OF CONTENTS



ARTICLE I            DEFINITIONS AND CONSTRUCTION

ARTICLE II           ADMINISTRATION

ARTICLE III          PARTICIPATION

ARTICLE IV           BENEFITS

ARTICLE V            VESTING

ARTICLE VI           TRUST

ARTICLE VII          PAYMENT OF BENEFITS

ARTICLE VIII         DISTRIBUTIONS UPON UNFORESEEABLE
                     EMERGENCIES

ARTICLE IX           NATURE OF THE PLAN

ARTICLE X            EMPLOYMENT RELATIONSHIP

ARTICLE XI           AMENDMENT AND TERMINATION

ARTICLE XII          CLAIMS PROCEDURE

ARTICLE XIII         MISCELLANEOUS
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                            CRACKER BARREL OLD COUNTRY STORE, INC.

                                 DEFERRED COMPENSATION PLAN

                                         WITNESSETH:

       WHEREAS, Cracker Barrel Old Country Store, Inc. (the "Company") has 
decided to adopt the Cracker Barrel Old Country Store, Inc. Deferred 
Compensation  Plan (the "Plan") to provide retirement and incidental benefits
for certain executive employees of the Company;

       NOW, THEREFORE, the Plan shall be and is hereby adopted in this form,
effective as of January 1, 1994:

                                          ARTICLE I

                                Definitions and Construction

       1.1    Definitions.  Where the following words and phrases appear in
the Plan, they shall have the respective meanings set forth below, unless
their context clearly indicates to the contrary.

       (1)    Account:  A memorandum bookkeeping account established on the
              records of the Company for a Member which is credited with
              amounts determined pursuant to Sections 4.1 and 4.2 of the Plan.
              As of any determination date, a Member's benefit under the Plan
              shall be equal to the amount credited to his Account as of such
              date.

       (2)    Board:  The Board of Directors of the Company.

       (3)    Committee:  The administrative committee appointed by the Board
              to administer the Plan.

       (4)    Company:  Cracker Barrel Old Country Store, Inc.

       (5)    Compensation:  The total of all amounts paid by the Company to
              or for the benefit of a Member for services rendered or labor
              performed while a Member (as reported for federal income tax 
              purposes on such Member's Form W-2 or its equivalent), including
              the Member's deferral contributions to this Plan and to the 
              Qualified Plan and any bonus awarded to such Member by the 
              Company.

       (6)    Effective Date:  January 1, 1994.

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       (7)    Interest Credit:  The interest applied to a Member's Account
              as of the end of each calendar quarter.  Such interest shall be
              at one and one-half percent (1.5%) over the ten (10) year Treasury
              bill rate in effect as of the beginning of such calendar quarter.

       (8)    Member:  Any employee or outside director of the Company who has
              been designated by the Committee as a Member of the Plan until
              such employee ceases to be a Member in accordance with Section 3.1
              of the Plan.

       (9)    Plan:  The Cracker Barrel Old Country Store, Inc. Deferred
              Compensation Plan, as amended from time to time.

       (10)   Plan Year:  The twelve-consecutive month period commencing on the
              Effective Date, and each twelve-consecutive month period
              commencing January 1 of each year thereafter.

       (11)   Qualified Plan:  The Employee Savings Plan of Cracker Barrel Old
              Country Store, Inc., as amended from time to time.

       (12)   Trust Agreement:  Any agreement which may be entered into between
              the Company and the Trustee establishing a trust to hold and
              invest contributions made by the Company under the Plan and from
              which all or a portion of the amounts payable under the Plan to
              Members and their beneficiaries will be distributed.  Any trust
              created by the Company and any Trust Assets shall conform to the
              terms of the model trust contained in IRS Revenue Procedure 92-64.

       (13)   Trust Assets:  All assets held by the Trustee under the Trust 
              Agreement.

       (14)   Trustee:  The trustee or trustees qualified and acting under the
              Trust Agreement at any time.

       1.2    Number and Gender.  Wherever appropriate herein, words used in
the singular shall be considered to include the plural and the plural to include
the singular.  The masculine gender, where appearing in this Plan, shall be 
deemed to include the feminine gender.

       1.3    Headings.  The headings of Articles and Sections herein are
included solely for convenience and if there is any conflict between such
headings and the text of the Plan, the text shall control.
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                                         ARTICLE II

                                       Administration

       The Plan shall be administered by the Committee, which shall be
authorized, subject to the provisions of the Plan, to establish rules and
regulations and make such interpretations and determinations as it may deem
necessary or advisable for the proper administration of the Plan, including,
without limitation, the power (i) to construe the Plan and the Trust in good
faith, (ii) to determine the eligibility of any employee of the Company or its
subsidiaries for participation in the Plan, and (iii) to determine the amount of
benefits payable to a Member or the Member's designated beneficiary hereunder.
All such rules, regulations, interpretations and determinations shall be binding
on all Plan Members and their beneficiaries.  The Committee shall be composed
of not less than three (3) individuals who shall be appointed by the Board.
Each member of the Committee shall serve until the member resigns or is removed
by the Board.  Upon the resignation or removal of a member of the Committee, 
the Board shall appoint a substitute member.  No member of the Committee shall
have any right to vote or decide upon any matter relating solely to himself or 
herself under the Plan or to vote in any case which his individual right to 
claim any benefit under the Plan is particularly involved.  In any case in which
a Committee member is so disqualified to act, and the remaining members cannot
agree, the Board shall appoint a temporary substitute member to exercise all
the powers of the disqualified member concerning the matter in which he or she
is disqualified.  All expenses incurred in connection with the administration of
the Plan shall be borne by the Company.

                                         ARTICLE III

                                        Participation

       3.1    Eligibility.  Any employee or outside director of the Company
shall become a Member upon designation by the Committee.  Once an employee or 
outside director has been designated as a Member, he or she shall automatically
continue to be a Member until he or she has received payment in full of all
benefits accrued for him or her under this Plan or until he or she is removed as
a Member by the Committee.

       3.2    Compensation Deferral Election.  Any Member may elect to defer
receipt of an integral percentage or sum certain in an even $1,000 amount of his
or her Compensation for any Plan year under the Plan.  A Member's election to 
defer receipt of Compensation for any Plan Year shall be made prior to the 
beginning of such Plan Year and shall be irrevocable for such Plan Year, subject
to cessation pursuant to the provisions of Section 3.4 or Article VIII.  The
reduction in a Member's Compensation pursuant to such election shall be effected
by Compensation reductions as of each payroll period within the election period.

       3.3    Initial Deferral Elections.  Notwithstanding the provisions of 
Section 3.2 above, Members may make their Compensation deferral elections for 
the Plan's initial Plan Year within thirty (30) days after the Effective Date.

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Such elections, if made during such thirty (30) day period, shall affect only 
Compensation payable during the Plan's initial Plan Year for services rendered 
subsequent to the election.  Employees or directors who become Members after the
Effective Date may make such elections attributable to services to be performed 
subsequent to the election within thirty (30) days after the date the employee 
or director first becomes a Member.

       3.4    Voluntary Cessation of Deferral Election.  Any Member may change 
or terminate his Compensation deferral election at any time during the Plan 
Year upon thirty (30) days written notice to the Committee.  Such termination 
shall only be effective prospectively and shall be irrevocable for the remainder
of the Plan Year in which it is made.

                                         ARTICLE IV

                                          Benefits

       4.1    Amount of Benefit.  As of the last day of each payroll period of 
each Plan Year, a Member's Account shall be credited with an amount equal to the
Compensation deferred under the Plan pursuant to an election by the Member as
described in Article III for such payroll period.  Additionally, the Board, in 
its sole and absolute discretion, may, as of the last day of each Plan Year, 
credit a Member's Account with an additional amount set by the Board.  Such
additional amount may be dependent upon the Member's having made the maximum 
elective deferrals under Section 402(g) of the Internal Revenue Code of 1986, as
amended, or the maximum elective contributions permitted under the Qualified 
Plan; provided, however, in no event shall any benefits under this Plan be 
conditioned, directly or indirectly, on a Member's electing to make or not to 
make elective contributions under the Qualified Plan.  The crediting of 
additional amounts to Members' accounts need not be uniformly applied to 
Members.

       As of any determination date, the benefit to which a Member or his 
beneficiary shall be entitled under the Plan shall be equal to the amount 
credited to such Member's Account as of such date.

       4.2    Interest Crediting.  As of the last day of each calendar quarter,
the Account of each Member shall be credited with the Interest Credit for such 
calendar quarter.


                                          ARTICLE V

                                           Vesting

       All amounts credited to a Member's Account shall be fully vested and not 
subject to forfeiture for any reason; provided, however, such amounts shall 
remain subject to the claims of the general creditors of the Company, present 
and future, and no payments shall be made under this Plan to any Member or a 

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Member's designated beneficiary during any period in which the Committee, in its
sole and absolute discretion, determines that the Company is insolvent.

                                         ARTICLE VI

                                            Trust

       In the event the Company establishes a Trust in connection with this 
Plan, the Company may, from time to time and in its sole discretion, pay and 
deliver money or other property to the Trustee for the payment of benefits under
the Plan.  Notwithstanding any provision in the Plan to the contrary, 
distributions due under the Plan to or on behalf of Members shall be made by the
Trustee in accordance with the terms of the Trust Agreement and the Plan;
provided, however, that the Company shall remain obligated to pay all amounts 
due to such persons under the Plan.  To the extent that Trust Assets are not 
sufficient to pay any amounts due under the Plan to or on behalf of the Members 
when such amounts are due, the Company shall pay such amounts directly.  Nothing
in the Plan or the Trust Agreement shall relieve the Company of its obligation 
to make the distributions required in Article VII hereof except to the extent 
that such obligation is satisfied by the application of funds held by the 
Trustee under the Trust Agreement.  Any recipient of benefits hereunder shall 
have no security or other interest in Trust Assets.  Any and all Trust Assets 
shall remain subject to the claims of the general creditors of the Company,
present and future, and no payment shall be made under the Plan during any 
period in which the Committee, in its sole and absolute discretion, determines 
that the Company is insolvent and notifies the Trustee in writing of such deter-
mination.  Should an inconsistency or conflict exist between the specific terms 
of the Plan and those of the Trust Agreement, then the relevant terms of the 
Trust Agreement shall govern and control.

                                         ARTICLE VII

                                     Payment of Benefits

       7.1    Termination of Employment.  Upon a Member's termination of
employment or service with the Company for any reason other than death 
(including retirement or disability), the amount credited to each Member's 
Account as of the date of such Member's termination of employment or service 
shall be distributed to such Member pursuant to Sections 7.3 and 7.4 below.

       7.2    Death.  Upon a Member's death, the amount credited to such 
Member's Account as of the date of such Member's death shall be distributed to 
such Member's designated beneficiary pursuant to Sections 7.3 and 7.4 below.  
The Member, by written instrument filed with the Committee in such manner and 
form as the Committee may prescribe, may designate one or more beneficiaries to 
receive such payment.  The beneficiary designation may be changed from time to 
time prior to the death of the Member.  In the event that the Committee has no

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valid beneficiary designation on file, the amount credited to each Member's 
Account shall be distributed to the Member's surviving spouse, if any, or if the
Member has no surviving spouse, to the executor or administrator of the Member's
estate.

       7.3    Time of Payment.  Payment of a Member's benefit hereunder shall 
begin as soon as administratively feasible following the date on which the 
Member or the Member's designated beneficiary becomes entitled to such benefit 
pursuant to this Article (the "Distribution Date").  Alternatively, a Member or 
the Member's designated beneficiary, as the case may be, may elect, within the 
sixty (60) day period before the Distribution Date, to postpone the commencement
of benefits hereunder to a date no later than the Member's or designated 
beneficiary's required beginning date for distributions under the Qualified 
Plan.

       7.4    Form of Payment.  Subject to the prior approval of the Committee, 
a Member, or the Member's designated beneficiary in the case of the death of a 
Member, may elect to receive benefits hereunder in either of the following forms
or any combination thereof.

              (a)    single sum payment; or

              (b)    monthly, quarterly, or annual installment payments over a 
                     specified term not to exceed the greater of ten (10) years 
                     or the Member's life expectancy as of the Distribution 
                     Date.

       Any such election shall be made in writing by the Member or the Member's 
designated beneficiary, as the case may be, within the sixty (60) day period 
preceding the Distribution Date on forms approved by the Committee.

                                        ARTICLE VIII

                        Distributions Upon Unforeseeable Emergencies

       Upon written application by a Member who has experienced an unforeseeable
emergency, as determined by the Committee, the Committee may distribute to such 
Member an amount not to exceed the lesser of the amount credited to such 
Member's Account or the amount determined by the Committee as being reasonably 
necessary to satisfy the emergency need.  For purposes of this Article VIII, a 
distribution upon an unforeseeable emergency shall be authorized in the event of
severe financial hardship to the Member resulting from a sudden and unexpected 
illness or accident of the Member or his dependent, loss of the Member's 
property due to casualty, or other similar extraordinary and unforeseeable 
circumstances arising as a result of events beyond the Member's control.  An 
unforeseeable emergency will not include the need to send a Member's child to 
college or the desire to purchase a home.  Additionally, the Member must
demonstrate that the hardship may not be relieved through reimbursement or 
compensation by insurance or otherwise, by liquidation of the Member's assets,

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to the extent the liquidation of such assets would not itself cause severe 
financial hardship, or by cessation of deferrals under this Plan.  In the event 
that a distribution upon an unforeseeable emergency is approved by the Committee
and received by a Member, the Member's Compensation deferral election shall be
automatically terminated for the remainder of the Plan Year.

                                         ARTICLE IX

                                     Nature of the Plan

       The Plan shall constitute an unfunded, unsecured obligation of the 
Company for tax purposes and for purposes of Title I of the Employee Retirement 
Income Security Act of 1974, as amended.  The Plan is not intended to meet the 
qualification requirements of Section 401 of the Internal Revenue Code of 1986,
as amended.  The Company in its sole discretion may set aside such amounts for 
the payment of Accounts as the Company from time to time may determine.  No 
Member shall have any security or other interest in any such amounts set aside
or any other assets of the Company.  Neither the establishment of the Plan, the 
operation thereof, nor the setting aside of any amounts shall be deemed to 
create a funding arrangement.  Members shall have the status of general 
unsecured creditors of the Company, and this Plan constitutes a mere promise by 
the Company to make benefit payments in the future.

                                          ARTICLE X

                                   Employment Relationship

       Nothing in the adoption or implementation of the Plan shall confer on any
employee the right to continued employment by the Company or affect in any way 
the right of the Company to terminate his employment at any time.  Any question 
as to whether and when there has been a termination of a Member's employment, 
and the cause of such termination, shall be determined by the Committee, and its
determination shall be final.

                                         ARTICLE XI

                                  Amendment and Termination

       The Board may amend or terminate the Plan, by resolution duly adopted, 
without the consent of the Members; provided, however, that no such amendment or
termination shall adversely affect any benefits which have been earned prior to 
any such amendment or termination.  Further, upon termination of the Plan, the 
Committee, in its sole discretion, may elect to distribute the amount credited 
to each Member's Account in a lump sum cash payment as soon as administratively 
feasible following the date of termination of the Plan.

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                                         ARTICLE XII

                                      Claims Procedure

       In the event that an individual's claim for a benefit under this Plan is 
denied or modified, the Committee shall provide such individual with a written 
statement setting forth the specific reasons for such denial or modification in 
a manner calculated to be understood by the individual.  Any such written 
statement shall reference the pertinent provisions of the Plan upon which the 
denial or modification is based and shall explain the Plan's claim review 
procedure.  Such individual may, within sixty (60) days of receipt of such 
written statement, make written request to the Committee for review of its 
initial decision.  Within sixty (60) days following such request for review, the
Committee shall, after affording such individual a reasonable opportunity for a 
full and fair hearing, render its final decision in writing to such individual.
No member of the Committee shall be liable to any person for any action taken or
omitted in connection with the interpretation and administration of the Plan 
unless attributable to his own willful misconduct or lack of good faith.  
Members of the Committee shall not participate in any action or determination 
regarding their own benefits hereunder.

                                        ARTICLE XIII

                                        Miscellaneous

       13.1   Indemnification.  The Company shall indemnify and hold harmless 
each member of the Committee and any other person acting on its behalf, against 
any and all expenses and liabilities arising out of his or her administrative 
functions or fiduciary responsibilities, excepting only expenses and liabilities
arising out of the individual's own willful misconduct or lack of good faith.  
Expenses against which such person shall be indemnified hereunder include, 
without limitation, the amounts of any settlement or judgment, costs, counsel 
fees and related charges reasonably incurred in connection with a claim asserted
or a proceeding brought or settlement thereof.

       13.2   Effective Date.  The Plan shall become operative and effective as
of the Effective Date and shall continue until amended or terminated as provided
in Article XII.

       13.3   Withholding Taxes.  The Company shall have the right to deduct 
from any payments made under this Plan, any federal, state or local taxes 
required by law to be withheld with respect to such payments.

       13.4   Nonalienation of Benefits.  Benefits payable under this Plan shall
not be subject in any manner to anticipation, alienation, sale, transfer, 
assignment, pledge, encumbrance, charge, attachment, garnishment, execution or 
levy of any kind, either voluntary or involuntary, including any such liability 
which is for alimony or other payments for the support of a spouse or former 
spouse, or for any other relative of the Member, prior to actually being 
received; and any attempt to anticipate, alienate, sell, transfer, assign, 

<PAGE> 10

pledge, encumber, charge or otherwise dispose of any right to benefits subject 
to the debts, contracts, liabilities, engagements or torts of any person 
entitled to benefits hereunder shall be void and without any force and effect.

       13.5   Severability.  If any provision of the Plan shall be held illegal
or invalid for any reason, said illegality or invalidity shall not affect the 
remaining provisions hereof; rather, each provision shall be fully severable and
the Plan shall be construed and enforced as if said illegal or invalid provision
had never been included herein.

       13.6   Jurisdiction.  The situs of the Plan hereby created is Tennessee.
All provisions of the Plan shall be construed in accordance with the laws of 
Tennessee except to the extent preempted by federal law.

       IN WITNESS WHEREOF, the undersigned has caused this Plan to be executed 
this __________ day of _________________, 1993, effective as of January 1, 1994.


                                                 CRACKER BARREL OLD COUNTRY
                                                 STORE, INC.



                                                 By:____________________________

                                                 Title:_________________________
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