FIRST AMENDMENT TO RIGHTS AGREEMENT BETWEEN THE STEAK N SHAKE COMPANY AND COMPUTERSHARE INVESTOR SERVICES, LLC, AS RIGHTS AGENT

FIRST AMENDMENT TO RIGHTS AGREEMENT

BETWEEN THE STEAK N SHAKE COMPANY AND

COMPUTERSHARE INVESTOR SERVICES, LLC, AS RIGHTS AGENT

 This First Amendment to the Rights Agreement between The Steak n Shake Company ("Steak n Shake") and Computershare Investor Services, LLC

 as Rights Agent ("Computershare") is dated this 23rd day of February, 2005 under the following terms and conditions:

 WHEREAS, Steak n Shake and Computershare entered into that certain Rights Agreement dated May 16, 2001, and

 WHEREAS, Steak n Shake has determined that expediting the termination of the Rights Agreement is in the best interest of the Company and its

 shareholders, and

 WHEREAS, Steak n Shake and Computershare have agreed to amend the Rights Agreement as set forth below.

 NOW, THEREFORE, parties hereby agree as follows:

 1.  Maintenance of Terms - All terms and conditions of the Rights Agreement not specifically amended or revised herein shall remain the same and 

        unchanged.

 2.  The definition "Final Expiration Date" contained in Section 1, subparagraph (l) shall be deleted and replaced with the following:

 "Final Expiration Date" shall mean the close of business on February 23, 2005.

 The parties agree to the foregoing amendment via their signatures affixed hereto.

THE STEAK N SHAKE COMPANY

 By:     /s/ Xxxx X. Xxxxxx

                         Xxxx X. Xxxxxx, Chairman

ATTEST:

           /s/ Xxxxx X. Xxxxx

                         Xxxxx X. Xxxxx, Secretary

COMPUTERSHARE INVESTOR SERVICES

By: /s/ Xxxxxxx Xxxxxx

Printed: _Cynthia Xxxxxx