0000093859-08-000051 Sample Contracts

FIRST AMENDMENT TO CHANGE IN CONTROL BENEFITS AGREEMENT
Change in Control Benefits Agreement • May 19th, 2008 • Steak & Shake Co • Retail-eating places

This First Amendment (the “Amendment”) to that certain Change in Control Benefits Agreement entered into by the parties on November 7, 2007, by and between The Steak N Shake Company, an Indiana corporation (hereinafter referred to as the “Company”), and Duane E. Geiger (hereinafter referred to as “Executive”) (the “Agreement”) is hereby made this 22nd day of April, 2008 on the following terms and conditions:

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EIGHTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 19th, 2008 • Steak & Shake Co • Retail-eating places • Indiana

THE STEAK N SHAKE COMPANY, an Indiana corporation (the “Company”) and FIFTH THIRD BANK, a Michigan banking corporation, formerly known as Fifth Third Bank (Central Indiana), and Fifth Third Bank, Indiana (Central) (the “Bank”), being parties to that certain Credit Agreement dated as of November 16, 2001, as previously amended (collectively, the “Agreement”), agree to further amend the Agreement by this Eighth Amendment to Credit Agreement (this “Amendment”) as follows.

Re: Amendment No. 7 to Amended and Restated Note Purchase and Private Shelf Agreement
Note Purchase and Private Shelf Agreement • May 19th, 2008 • Steak & Shake Co • Retail-eating places • Illinois

Reference is made to that certain Amended and Restated Note Purchase and Private Shelf Agreement dated as of September 20, 2002, as amended by that certain Amendment No. 1 dated December 18, 2002, that certain Amendment No. 2 dated May 21, 2003, that certain Amendment No. 3 dated September 17, 2003, that certain Amendment dated November 7, 2005, that certain Amendment No. 5 dated October 30, 2007 and that certain Amendment No. 6 dated December 5, 2007 (as so amended, the “Note Agreement”) among The Steak N Shake Company, an Indiana corporation (the “Company”), Prudential Investment Management, Inc., The Prudential Insurance Company of America and each Prudential Affiliate which has or may become a party thereto in accordance with the terms thereof (collectively, “Prudential”), pursuant to which the Company issued and sold and Prudential purchased the Company’s senior fixed rate notes from time to time. Capitalized terms used herein and not otherwise defined herein shall have the meanin

THE STEAK N SHAKE COMPANY
Restricted Stock Agreement • May 19th, 2008 • Steak & Shake Co • Retail-eating places • Indiana

THIS AGREEMENT is made this 12th day of April 2008 between THE STEAK N SHAKE COMPANY, (hereinafter referred to as “Company”), and (hereinafter referred to as “Associate”).

THE STEAK N SHAKE COMPANY EMPLOYEE STOCK OPTION AGREEMENT
Employee Stock Option Agreement • May 19th, 2008 • Steak & Shake Co • Retail-eating places • Indiana

THIS AGREEMENT, made this 12th day of April, 2008 by and between THE STEAK N SHAKE COMPANY, an Indiana corporation with its principal office at 36 South Pennsylvania Street, Indianapolis, Indiana (the "Company") and ("Grantee") pursuant to the terms, conditions and limitations contained in the Company's 2008 Equity Incentive Plan (the "Plan").

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