THE
      STEAK N SHAKE COMPANY


2008
      Equity Incentive Plan Restricted Stock Agreement





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”).





As
      additional consideration for Associate’s continuing service for the Company, the
      Company grants to Associate shares of the common stock of the Company, stated
      value $.50 per share (“Restricted Shares”), as hereinafter set forth, and the
      Company and Associate hereby agree as follows:





1.  Grants.  Company
      hereby grants to
      Associate  Restricted Shares subject
      to the terms and conditions of the 2008
      Equity Incentive Plan.





2.  Restricted
      Shares.  Company shall
      promptly issue to Associate, stock certificate(s) representing the number of
      Restricted Shares granted above, which shall be retained by Company for
      safekeeping for a period of three (3) years from the date hereof (“Forfeiture
      Period”).  Associate shall be entitled to all ownership rights thereto
      upon issuance, including dividends, if any, and voting rights, except that
      the
      Restricted Shares granted hereunder may not be sold, transferred or pledged
      by
      Associate during the said Forfeiture Period and any dividends will not be paid
      until the lapsing of the Forfeiture Period.  At the conclusion of the
      Forfeiture Period, and if the forfeiture has not occurred under Paragraph 3
      herein, the stock certificate(s) and any dividends held by the Company shall
      be
      delivered to Associate with all ownership rights attendant thereto.





3.          
      Forfeiture:





(a)      
In
      the event of the termination of Associate’s service for the Company during the
      Forfeiture Period for any reason other than death, disability or retirement
      the
      Restricted Shares granted hereunder shall be immediately forfeited by Associate
      to the Company.  In such event, the stock certificate(s) held by
      Company shall be transferred to Company and Company shall have no further
      obligation to Associate hereunder.




(b)       In the event of Associate’s disability
      or retirement during the said Forfeiture Period, the Associate shall be entitled
      to retain that number of Restricted Shares granted hereunder, multiplied by
      a
      fraction, the numerator of which is the number of months Associate served during
      the said Forfeiture Period (including the month during which disability or
      retirement occurred), and the denominator of which is thirty-six
      (36).  In such event, the stock certificate(s) held by the Company
      shall be transferred to the Company, and the Company shall reissue an
      appropriate stock certificate to Associate for the number of Restricted Shares
      to be retained under the computation herein.




(c)       In the event of Associate’s death
      while serving on the Board, the restriction on transfer shall be lifted on
      the
      date of the Associate’s death and the shares shall be transferred to his or her
      estate.





4.          
      Adjustments.   In
      the event of any change in the Company’s outstanding shares subsequent to the
      effective date of the Plan by reason of any Reorganization, recapitalization,
      stock split, stock dividend, combination or exchange of shares, merger,
      consolidation or any change in the corporate structure or Shares of the Company,
      the shares granted hereunder shall be appropriately adjusted to prevent the
      dilution or diminution.  Any shares or other securities received, as a
      result of any of the foregoing will be subject to the same restrictions and
      the
      certificate(s) as set forth above.





5.  Effect
      of
      Reorganization.  In the
      event of a reorganization:


(a)  If
      the
      Reorganization is a dissolution or liquidation of the Company then the
      restrictions on Restricted Shares will lapse.




(b)  If
      the
      Reorganization is a merger or consolidation, upon the effective date of the
      Reorganization the Associate shall be entitled to receive money, shares or
      other
      securities as are paid for other shares of the Company’s stock.




(c)  The
      adjustments contained in this Section and the manner of application of such
      provisions will be determined solely by the Compensation Committee of the Board
      of Directors.




6.  Withholding
      Tax.   At the end of the Forfeiture Period Associate may
      have the Company deduct or withhold an amount of shares sufficient to satisfy
      all applicable tax withholding requirements.  For these purposes, the
      value of the Shares to be withheld or delivered will be equal to the Market
      Value as of the date that the taxes are required to be withheld.





7.  Transferability.  This
      Agreement is not transferable by Associate.  This Agreement shall be
      binding upon and inure to the benefit of any successor to the Company and all
      persons lawfully claiming under Associate.





8.  Notices.  Any
      notices to be given or served
      under the terms of this Agreement shall be addressed to the Secretary of the
      Company at 36 South Pennsylvania Street, Indianapolis, Indiana, 46204, and
      to
      the Grantee at the address on file with the Company from time to time, or such
      other address or addresses as either party may hereafter designate in writing
      to
      the other.  Any such notice shall be deemed to have been duly given or
      served, if and when enclosed in a properly sealed envelope addressed as
      aforesaid, postage prepaid, and deposited in the United States mail or set
      via
      reputable overnight carrier.





9.  Controlling
      Document.  The
      restricted stock granted hereunder is subject to all the terms, provisions
      and
      conditions of the Plan, which is incorporated herein by reference and to such
      regulations as may be adopted by the Board of Directors’ Compensation
      Committee.  A copy of the Plan is available for free on the Company’s
      web site, www.steaknshake.com
      in the Company’s 2008 Proxy Statement.  In the event of any conflict
      between the provisions of the Plan and the provisions of this Agreement, the
      terms of the Plan shall control.





10.  Governing
      Law.  This Agreement
      shall be governed by the laws of the State of Indiana.  Any suit filed
      regarding this Agreement shall be venued only in the Federal District Court
      for
      the Southern District of Indiana, Indianapolis, Indiana.





IN
      WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
      by
      its officers thereunto duly authorized, and Associate has executed this
      Agreement, all on the day and year first above written.




THE
        STEAK N SHAKE
        COMPANY
 
 By:
        ___________________________________
 ATTEST:                                                                                                
        Wayne L. Kelley, Interim Chairman and CEO
 
 _________________________________                               “ASSOCIATE”
 David
        C.
        Milne, Corporate Secretary
 ___________________________________