O'Charley's

O’CHARLEY’S 1 MILLIONTH E-CLUB MEMBER
MASTER OFFICIAL RULES

1. NO PURCHASE, CONTRIBUTION OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN. A PURCHASE OR ENROLLMENT IN O’CHARLEY’S E-CLUB WILL NOT INCREASE CHANCE OF WINNING. VOID WHERE PROHIBITED. The O’Charley’s 1 Millionth e-CLUB Member Promotion (this “Promotion”) begins at 12:00:01 AM Central Time on March 10, 2008 and ends on the date an entrant becomes the one millionth e-CLUB member. O’Charley’s computers are the official time keeping devices for this Promotion.

2. ELIGIBILITY: This Promotion is open to legal residents of AL, AR, FL, GA, IA, IL, IN, KY, LA, MI, MO, MS, NC, OH, PA, SC, TN, VA, WI, and WV (the “Eligibility Area”) of the age of majority or older in their state of residence, who have a valid driver’s license at the time of entry and have the ability to enter into valid contracts in their personal jurisdiction of residence. Only individuals may enter; no entry form from any corporation or other entity shall be accepted. This Promotion is VOID outside of the Eligibility Area and where otherwise taxed, prohibited or restricted. Employees and directors of O’Charley’s, Inc. (“O’Charley’s”), its restaurants, affiliates, subsidiaries, advertising, promotion, fulfillment, marketing agencies, public relation firms, consultants and contractors, their immediate families (defined as spouse, child, sibling, parent or grandparent) and those living in their same households are ineligible to participate in this Promotion. By participating, entrants (a) agree to these Official Rules, and the decisions of O’Charley’s, which shall be binding and final in all respects; and (b) acknowledge that O’Charley’s has not made nor is in any manner responsible or liable for any warranty, representation, or guarantee, expressed or implied, in fact or in law, relating to any prize.

3. HOW TO ENTER: To enter, visit the O’Charley’s website (available at http://www.ocharleys.com). Click on the e-CLUB icon or link on the homepage, which will take you to the registration page. Follow the on-screen instructions to properly complete and submit an e-CLUB registration form, or if you have already registered, enter your email address. For your registration to be valid, you must complete all required information and click on the “Submit” button on the registration page. No changes to any entry information will be permitted once submitted. All entries become the property of O’Charley’s, Inc. and will not be acknowledged or returned. LIMIT ONE ENTRY PER PERSON. All prize awards are subject to verification. In the event of a dispute as to who submitted an online entry, the individual who was, at the time of entry (in O’Charley’s sole discretion), the registered holder of the email account used to enter this Promotion, will be deemed the eligible entrant. It is solely the responsibility of the entrant to notify O’Charley’s in writing if the entrant changes his or her email address during the Promotion. Proof of entering this Promotion online will not be deemed to constitute proof of delivery or receipt of entry.

4. ODDS OF WINNING; PRIZE(S): Odds of winning are determined by and depend upon the total number of eligible entries received. The prizewinner(s) will win one of the following:

(a) If the entrant is not an e-CLUB member at the time of entry and is the One Millionth e-CLUB Member, entrant will receive One Million pennies (or the equivalent thereof). The value of the prize in such event is Ten Thousand Dollars ($10,000.00).

(b) If the entrant is already an e-CLUB member at the time of entry, the e-CLUB member may forward the sign-up form to a friend. If that friend signs up to be an e-CLUB member and is the One Millionth e-CLUB Member, both the entrant and the friend each will receive One Million pennies (or the equivalent thereof). The value of the prize in such event is Twenty Thousand Dollars ($20,000.00).

Entrants can join the O’Charley’s e-CLUB at any time during the Promotion. A purchase will not improve chances of winning. The prize may not be combined with any other offer. Winner will be responsible for all applicable taxes, fees, and/or any other expenses associated with acceptance and/or taking delivery of the prize.

5. WINNER SELECTION: THE PRIZE(S) WILL BE AWARDED. The prize(s) will be awarded upon winner validation and verification by O’Charley’s. Potential winner(s) may be required to provide Sponsor with proof that he/she is the authorized account holder of the e-mail address associated with the winning entry. Only the winner(s) will be notified by electronic mail, regular postal mail or other traceable method or delivery. No substitution, assignment or transfer of any prize will be permitted, except that O’Charley’s reserves the right, in its sole discretion, to substitute any prize with either the cash value of any prize that would have been awarded, or a prize of equal or greater value. All expenses not specifically mentioned herein are the sole responsibility of the prizewinner(s). Any and all taxes, fees and/or costs incurred in claiming any prize are the sole responsibility of the prizewinner(s). If the initially selected winner cannot be contacted, is ineligible, fails to claim any prize, or fails to complete and return the required documents, the prize may be forfeited and an alternate winner will be selected from all eligible entries.

6. GENERAL CONDITIONS: By entering this Promotion, you agree to O’Charley’s use of your personal information, as described in the O’Charley’s Privacy Policy. Where permitted by law, entrants grant O’Charley’s and its affiliates the right to use and publish their proper name and state of residence in connection with this Promotion. Acceptance of any prize also constitutes permission for O’Charley’s and its restaurants and affiliates to use any prizewinner’s name, voice, likeness and/or biographical information for advertising, trade, publicity and promotional purposes in any media now known or hereafter devised without review, notification, approval, or compensation, unless otherwise prohibited by law. The winner will be required to sign an affidavit of eligibility and liability release and, where legal, an advertising/publicity release within five (5) days of notification (or return the signed forms within five (5) days of receipt). (Tennessee residents need not consent to, or sign any, publicity release.) Because of the unique nature and scope of this Promotion, O’Charley’s reserves the right to cancel, modify or suspend the Promotion if it is not capable of running as planned or modify any date(s) or deadline(s) set forth in these Official Rules or otherwise governing this Promotion, and award the prize(s) from all eligible entries received prior to the action requiring such cancellation, modification or suspension.

7. DISQUALIFICATION: The use of robotic, automatic, macro, programmed or like methods (including without limitation the use of any promotion/sweepstakes subscription, notification, entry or like sites or service that offers sweepstakes entry services “on behalf of” entrant) to enter or register to be an e-CLUB member is strictly prohibited. Persons found tampering with or abusing any aspect of this Promotion, as solely determined by O’Charley’s, will be disqualified. If disqualified for any of the above abuses, O’Charley’s reserves the right to terminate the person’s eligibility to participate in this and future promotions and sweepstakes of O’Charley’s or any of its restaurants. ANY ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROMOTION MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. In the event any portion of this Promotion is compromised by any technical difficulties, virus, bugs, non-authorized human intervention, action of entrants, or other causes beyond the control of O’Charley’s which, in the sole opinion of O’Charley’s, corrupts or impairs the integrity, administration, security, fairness or proper play of this Promotion, O’Charley’s reserves the right, at its sole discretion, to suspend or terminate and award the prize(s) from all eligible entries received prior to the compromise giving rise to the suspension or termination of this Promotion.

8. DISCLAIMER; RELEASE: O’Charley’s is not responsible for (a) any typographical or other errors in the printing of the offer; (b) administration of the Promotion or the announcement of any prizes; (c) late, lost, illegible, incomplete, stolen, misdirected, or postage-due mail; (d) technical failures, unavailable network servers or other connections, failed telephone or computer or telephone transmissions; (e) jumbled, scrambled or misdirected transmissions; or (f) other error of any kind, whether human, mechanical or electronic. By participating, the winner releases and holds O’Charley’s, its respective officers, directors, employees, affiliates, subsidiaries, advertising, promotion, fulfillment, marketing agencies, public relation firms, consultants or contractors harmless from any and all liability, claims or actions of any kind whatsoever for injuries, damages or losses to persons (including death) and property which may be sustained in connection with the receipt, ownership, possession, acceptance, enjoyment, use or misuse of a prize, or arising out of participation in this Promotion, or while preparing for, participating in, and/or traveling to and from taking delivery of any prize or any prize-related activity. O’Charley’s expressly disclaims any responsibility or liability for injury or loss to any person or property relating to the delivery and/or subsequent use of any prize awarded.

9. LIMITATION OF LIABILITY: Except where prohibited, as a condition of participating in this Promotion, participants agree that any and all disputes which cannot be resolved between or among the parties, claims and causes of action arising out of or connected with this Promotion, or any prize awarded, or the determination of winners shall be resolved individually, without resort to any form of class action. Further, in any such dispute, under no circumstances will a Participant be permitted to obtain awards for, and hereby waives all rights to claim, punitive, exemplary, expectation, indirect, incidental or consequential damages, or any other damages, including attorneys' fees, other than entrant's actual out-pocket expenses, and Participant further waives all rights to have damages multiplied or increased. IN NO EVENT WILL O’CHARLEY’S OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, ADVERTISING, PROMOTION, FULFILLMENT, MARKETING AGENCIES, PUBLIC RELATION FIRMS, CONSULTANTS OR CONTRACTORS BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING OUT OF THIS PROMOTION, ANY ACCEPTANCE, POSSESSION, USE OR MISUSE OF THE PRIZE(S) AWARDED IN CONNECTION WITH THIS PROMOTION, OR CLAIMS BASED ON PUBLICITY RIGHTS OR INVASION OF PRIVACY.

10. DISPTUES; BINDING ARBITRATION: The parties waive rights to trial by jury in any action or proceeding instituted in connection with these Official Rules and/or this Promotion. Any controversy or claim arising out of or relating to these Official Rules and/or this Promotion shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Nashville, Tennessee, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Should there be a conflict between the laws of the State of Tennessee and any other laws, the conflict will be resolved in favor of the laws of the State of Tennessee. Any and all disputes that arise relating to this Promotion must be filed within one (1) year from the date that the winner(s) is announced.

11. GENERAL INFORMATION: The failure of the O’Charley’s to exercise or enforce any right or provision of these Official Rules shall not constitute a waiver of such right or provision. If any part of these Official Rules is held by a court of competent jurisdiction to be invalid or unenforceable, that part will be enforced to the maximum extent permitted by law, and the remainder of these Official Rules will remain fully in force. Entry information provided may be used by O’Charley’s to contact entrants and consumers for marketing purposes. If an entrant does not wish to be contacted, the entrant may submit a request to O’Charley’s at 3038 Sidco Drive, Nashville, TN, 37072, Attn: One Millionth Member.

12. WINNER’S LIST: The prizewinner(s) will be posted on O’Charley’s website approximately thirty (30) days after the date on which the One Millionth e-CLUB Member has joined. The winner’s list may also be obtained by sending a separate, self-addressed, stamped envelope for receipt within sixty (60) days of the announcement of the winner(s) to: O’Charley’s, Inc., 3038 Sidco Drive, Nashville, Tennessee 37204.

Sponsored By: O’Charley’s, Inc., 3038 Sidco Drive, Nashville, Tennessee 37204.

Produced/Administered By: O’Charley’s, Inc., 3038 Sidco Drive, Nashville, Tennessee 37204.