SECOND AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT


          THIS SECOND AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
(this "Amendment"), dated as of July 24, 2006, is between Ryan's
Restaurant Group, Inc., a South Carolina corporation (the
"Company"), and American Stock Transfer & Trust Company, a New
York corporation (the "Rights Agent").

          WHEREAS, the Company and the Rights Agent are parties
to a Shareholder Rights Agreement, dated as of February 18, 2005,
and a First Amendment to Shareholder Rights Plan, dated as of
March 17, 2005 (collectively, the "Rights Agreement"); and

          WHEREAS, pursuant to Section 27 of the Rights
Agreement, the Company and the Rights Agent desire to further
amend the Rights Agreement as set forth below;

          NOW, THEREFORE, the Rights Agreement is hereby amended
as follows:

     1.   Amendment of Section 1

     .

          A  new subsection (ii) is added to the end of Section 1
of  the  Rights  Agreement, which shall appear immediately  after
subsection (hh) and which shall read as follows:

          "(ii)  "Merger Agreement" shall mean the
          Agreement and Plan of Merger, dated July 24,
          2006, by and among the Company, Buffets,
          Inc., a Minnesota corporation (the "Parent"),
          and Ryan's Restaurant Group, Inc., a South
          Carolina corporation and a wholly-owned
          subsidiary of the Parent (the "Merger
          Subsidiary"), as the same may be amended from
          time to time.

     2.   Amendment of Section 7

     .

          Paragraph  (a) of Section 7 of the Rights Agreement  is
amended  by  deleting the word "or" immediately preceding  clause
(iv)  thereof and by adding the following new phrase  immediately
following clause (iv) thereof: "or (v) immediately prior  to  the
Effective Time (as defined in the Merger Agreement)."

     3.   Addition of New Section 35

     .

          The Rights Agreement is amended by adding a Section  35
thereof which shall read as follows:

          "Section 35.  Exception For Merger Agreement.
          Notwithstanding any provision of this
          Agreement to the contrary, neither a Section
          11(a)(ii) Event, Section 13 Event,
          Distribution Date, Share Acquisition Date nor
          an Adjustment Event shall be deemed to have
          occurred, none of the Parent, the Merger
          Subsidiary (each as defined in the Merger
          Agreement) or any of their Affiliates or
          Associates shall be deemed to have become an
          Acquiring Person, and no holder of any Rights
          shall be entitled to exercise such Rights
          under, or be entitled to any rights pursuant
          to, any of Sections 3(a), 7(a), 11(a) or 13
          of this Agreement, in any such case by reason
          of (a) the approval, execution or delivery of
          the Merger Agreement or any amendments
          thereof or (b) the commencement or, prior to
          termination of the Merger Agreement, the
          consummation of any of the transactions
          contemplated by the Merger Agreement,
          including the Merger (as defined in the
          Merger Agreement)."

     4.   Effectiveness

     .

          This Amendment shall be deemed effective as of the date
hereof  as  if  executed by both parties  hereto  on  such  date.
Except  as  amended hereby, the Rights Agreement shall remain  in
full force and effect and shall be otherwise unaffected hereby.

     5.   Miscellaneous

     .

          This  Amendment shall be deemed to be a  contract  made
under  the  laws  of  the State of South  Carolina  and  for  all
purposes  shall  be governed by and construed in accordance  with
the  laws  of such state applicable to contracts to be  made  and
performed  entirely  within such state.  This  Amendment  may  be
executed in any number of counterparts, each of such counterparts
shall for all purposes be deemed to be an original, and all  such
counterparts  shall  together constitute but  one  and  the  same
instrument.   If any term, provision, covenant or restriction  of
this  Amendment  is held by a court of competent jurisdiction  or
other  authority  to  be invalid, illegal, or unenforceable,  the
remainder of the terms, provisions, covenants and restrictions of
this Amendment shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.


     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
Amendment to be duly executed as of the date set forth above.


                              RYAN'S RESTAURANT GROUP, INC.


                              By:    /s/Charles D. Way
                              Name:  Charles D. Way
                              Title:  Chairman and CEO



                              AMERICAN STOCK TRANSFER & TRUST
                              COMPANY


                              By:    /s/Isaac J. Kagan
                              Name:  Isaac J. Kagan
                              Title:  Vice President