EXECUTION COPY

           SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT


     This   SECOND   AMENDMENT   TO   NOTE   PURCHASE   AGREEMENT
(hereinafter, the "Amendment") is entered into as of November  7,
2005  among  Ryan's  Restaurant Group, Inc.  (formerly  known  as
Ryan's  Family Steak Houses, Inc.), a South Carolina  corporation
(the "Company") and the Purchasers.

     WHEREAS,  the  Company issued and sold One  Hundred  Million
Dollars ($100,000,000) in aggregate principal amount of its 4.65%
Senior  Notes due July 25, 2013 (as they may be amended, restated
or otherwise modified from time to time, the "Notes") pursuant to
that  certain Note Purchase Agreement dated as of July 25,  2003,
as  amended  by  the  First Amendment to Note Purchase  Agreement
dated  as  of  December 20, 2004, between  the  Company  and  the
purchasers identified on Schedule A thereto (as amended, modified
or  supplemented from time to time to the date hereof, the  "Note
Agreement";  capitalized  terms used and  not  otherwise  defined
herein  shall have the same meaning as ascribed to such terms  in
the Note Agreement).

     WHEREAS,  the register for the registration and transfer  of
the  Notes indicates that the Persons named in Annex 1 hereto are
currently the holders of the entire outstanding principal  amount
of the Notes.

     NOW,  THEREFORE,  in consideration of the premises  and  the
mutual  covenants  contained  herein,  and  for  other  good  and
valuable consideration, the receipt and sufficiency of which  are
hereby acknowledged, the parties hereto agree as follows:

     1.    Amendments.  The Note Agreement is hereby  amended  in
the following respects:

          (a)   Section  10.4  of  the Note Agreement  is  hereby
     amended and restated in its entirety to read as follows:

          "10.4     Fixed Charge Coverage Ratio.

          The  Company shall not permit the Fixed Charge Coverage
     Ratio,  as  of  the last day of each fiscal quarter  of  the
     Company  to  be  less  than (i) 1.55:1.00  for  each  fiscal
     quarter  period  ending  on  or before  September  27,  2006
     (including,  without  limitation,  for  the  fiscal  quarter
     period  ended September 28, 2005), (ii) 1.60:1.00  for  each
     fiscal quarter period ending after September 27, 2006 and on
     or  before January 3, 2007, (iii) 1.65:1.00 for each  fiscal
     quarter period ending after January 3, 2007 and on or before
     April 4, 2007, (iv) 1.75:1.00 for each fiscal quarter period
     ending  after April 4, 2007 and on or before July  4,  2007,
     and  (v)  2.25:1.00  for  each  fiscal  quarter  thereafter;
     provided, however, that if scheduled principal payments  are
     due  and payable with respect to both the Notes and the 2000
     Senior  Notes during the four fiscal quarter period  of  the
     Company  included  in any calculation of  the  Fixed  Charge
     Coverage Ratio for a fiscal quarter period ending after July
     4, 2007, the minimum Fixed Charge Coverage Ratio required by
     this  clause (v) of Section 10.4 as of the last day of  such
     four fiscal quarter period shall be 2.00:1.00. "

          (b)   Section  10.5  of  the Note Agreement  is  hereby
     amended and restated in its entirety to read as follows:



          "10.5.       Restricted   Payments    and    Restricted
     Investments.

               (a)  The Company will not, and will not permit any
          of  its  Subsidiaries to, declare, make  or  incur  any
          liability to declare or make any Restricted Payment  or
          any   Restricted  Investment  except   that   (i)   any
          Subsidiary may declare and make Restricted Payments  to
          its  parent  and  (ii) the Company may make  Restricted
          Payments  and  Restricted Investments  if,  immediately
          prior,  and  immediately after giving  effect,  to  the
          making   of   such  Restricted  Payment  or  Restricted
          Investment, no Default or Event of Default would  exist
          and,  with  respect to Restricted Payments, immediately
          after  giving  effect  to such  action,  the  aggregate
          amount  of such Restricted Payments of the Company  and
          its  Subsidiaries  declared or made during  any  fiscal
          year would not exceed  $15,000,000 minus the amount  of
          the   aggregate  Unused  Restricted  Payment  Allowance
          allocated   to  the  Carryforward  Capital  Expenditure
          Basket  as  provided in subsection (b) below, provided,
          however, if the Company is in compliance with the Fixed
          Charge  Coverage  Ratio for the  fiscal  quarter  ended
          October  3,  2007  set  forth  in  Section  10.4,   the
          aggregate  amount of such Restricted  Payments  of  the
          Company  and  its Subsidiaries declared or made  during
          the period commencing with the first day of fiscal year
          2008 and ending on the date such Restricted Payment  is
          declared or made, inclusive, shall not exceed  the  sum
          of:

                    (1)  $25,000,000, plus

                    (2)   50%  of Net Income for each quarter  in
               such  period (or minus 100% of Net Income for such
               period  if Net Income for such period is a  loss),
               plus

                    (3)   the  aggregate amount of  net  proceeds
               arising from sales of the Company's Capital  Stock
               during such period, plus

                    (4)    the  Carryforward  Restricted  Payment
               Basket, minus

                    (5)   the  amount  of  the  aggregate  Unused
               Restricted  Payment  Allowance  allocated  to  the
               Carryforward   Capital   Expenditure   Basket   as
               provided in subsection (b) below.

               (b)   Within 90 days after the end of each  fiscal
          year of the Company, commencing with 90 days after  the
          end  of fiscal year 2006, after or with delivery of the
          audited annual financial statements in respect  of  the
          immediately  preceding fiscal year of the Company,  the
          Company  shall notify the holders of Notes of  (i)  the
          Unused   Restricted   Payment   Allowance   for    such
          immediately preceding fiscal year and (ii)  whether  or
          not  the  Company  will allocate any  portion  of  such
          Unused Restricted Payment Allowance to the Carryforward
          Capital  Expenditure Basket, whereupon the Carryforward
          Capital   Expenditure  Basket  shall   be   immediately
          increased    by   the   amounts   allocated    thereto.
          Notwithstanding the foregoing, the Carryforward Capital
          Expenditure Basket may not be increased in  any  fiscal
          year by more than $10,000,000."

          (c)   Section  10.13  of the Note Agreement  is  hereby
     amended and restated in its entirety to read as follows:

               "10.13.   Capital Expenditures.

               (a)    The   Company  will  not   permit   Capital
          Expenditures (A) in fiscal year 2005 to exceed the  sum
          of (i) $94,000,000 plus the amount of net cash proceeds
          received in such fiscal year from the sale of stores in
          accordance with Section 10.9 plus (ii) the Carryforward
          Capital  Expenditure Basket, plus (iii) the  amount  of
          insurance  proceeds received in such  fiscal  year  for
          losses,  damages  or  casualties related  to  Hurricane
          Katrina  or Hurricane Rita and (B) in any fiscal  year,
          commencing with the fiscal year ending January 3, 2007,
          to  exceed  the  sum of (i) $36,000,000  (the  "Initial
          Capital  Expenditure Basket") plus (ii) the  amount  of
          net cash proceeds received in such fiscal year from the
          sale  of  stores in accordance with Section  10.9  plus
          (iii)  the  Carryforward  Capital  Expenditure  Basket,
          provided,  however, that such sum amount for  a  fiscal
          year  may  be  increased  by the  amount  of  insurance
          proceeds  received  in  such fiscal  year  for  losses,
          damages or casualties related to Hurricanes Katrina  or
          Rita,  provided  further that  if  the  Company  is  in
          compliance with the Fixed Charge Coverage Ratio for the
          fiscal  quarter  ended October 3,  2007  set  forth  in
          Section  10.4,  commencing with fiscal  year  2008  the
          Initial  Capital  Expenditure Basket  for  purposes  of
          calculating  the  sum amount hereinabove  shall  be  as
          follows:

<table>        
                           <c>
               Fiscal year                        Amount
               2008                          $106,000,000
               2009                          $110,000,000
               2010                          $114,000,000
               2011                          $119,000,000
               2012                          $124,000,000
               2013                          $129,000,000
</table>

               (b)   If  the  Company is in compliance  with  the
          Fixed  Charge  Coverage Ratio for  the  fiscal  quarter
          ended October 3, 2007 set forth in Section 10.4, within
          90  days  after  the  end of each fiscal  year  of  the
          Company,  commencing  with 90 days  after  the  end  of
          fiscal year 2007, after or with delivery of the audited
          annual   financial  statements  in   respect   of   the
          immediately  preceding fiscal year of the Company,  the
          Company  shall notify the holders of Notes of  (i)  the
          Unused   Capital   Expenditure   Allowance   for   such
          immediately   preceding  fiscal  year  and   (ii)   the
          Company's allocation of such Unused Capital Expenditure
          Allowance  in  whole  or in part  to  the  Carryforward
          Capital  Expenditure  Basket  and/or  the  Carryforward
          Restricted  Payment Basket, whereupon the  Carryforward
          Capital  Expenditure Basket and Carryforward Restricted
          Payment  Basket shall be immediately increased  by  the
          amounts  allocated thereto.  If the  Company  fails  to
          deliver such notice to the holders of Notes in the time
          required,  the  Unused  Capital  Expenditure  Allowance
          shall be allocated first to the Carryforward Restricted
          Payment  Basket  and  then to the Carryforward  Capital
          Expenditure Basket.  Notwithstanding the foregoing, (x)
          the Carryforward Capital Expenditure Basket may not  be
          increased  in any fiscal year by more than $10,000,000,
          and  (y) if the Company is in compliance with the Fixed
          Charge  Coverage  Ratio for the  fiscal  quarter  ended
          October  3,  2007 set forth in Section  10.4,  (i)  the
          Carryforward Restricted Payment Basket, if any, may not
          be   increased  in  any  fiscal  year  by   more   than
          $25,000,000,  and (ii) no increase in the  Carryforward
          Restricted  Payment Basket shall be  permitted  if  the
          aggregate  amount of Capital Expenditures made  in  the
          immediately  preceding  fiscal  year  was   less   than
          $40,000,000."

          (d)  Schedule B of the Note Agreement is hereby amended
     as follows:

               (i)  by amending and restating in its entirety the
          definition of "EBITDA" as follows:

                    "EBITDA"  means, for any period with  respect
               to  the  Obligors  and  their  Subsidiaries  on  a
               consolidated basis, an amount equal to the sum  of
               (a)  Net  Income  for such period  (excluding  the
               effect of non-cash losses or any extraordinary  or
               other  non-recurring gains)  plus  (b)  an  amount
               which, in the determination of Net Income for such
               period  has been deducted for (i) Interest Expense
               for   such  period,  (ii)  total  Federal,  state,
               foreign or other income taxes for such period  and
               (iii)  all depreciation and amortization for  such
               period  plus (c) costs and charges incurred during
               such period associated with the settlement of  the
               wage and hour lawsuit in the Middle District Court
               of  Tennessee  in the aggregate amount  of  up  to
               $12,000,000  to  the  extent accrued  during  such
               period, all as determined in accordance with GAAP.

               (ii) by amending and restating in its entirety the
          definition of "EBITR" as follows:

                    "EBITR" means, for any period with respect to
               the   Obligors   and  their  Subsidiaries   on   a
               consolidated basis, an amount equal to the sum  of
               (a)  Net  Income  for such period  (excluding  the
               effect of any non-cash losses or extraordinary  or
               other  non-recurring gains)  plus  (b)  an  amount
               which, in the determination of Net Income for such
               period, has been deducted for (i) Interest Expense
               for   such  period,  (ii)  total  Federal,  state,
               foreign or other income taxes for such period  and
               (iii)  Rent Expense for such period plus (c) costs
               and charges incurred during such period associated
               with  the settlement of the wage and hour  lawsuit
               in  the Middle District Court of Tennessee  in the
               aggregate  amount  of  up to  $12,000,000  to  the
               extent accrued during such period.

               (iii)       by  amending  and  restating  in   its
          entirety  the  definition  of   "Carryforward   Capital
          Expenditure Basket" as follows:

                    "Carryforward  Capital  Expenditure   Basket"
               means  the  aggregate, if any, of (i)  the  Unused
               Restricted  Payment  Allowance  allocated  by  the
               Company  pursuant to Section 10.5(b)  for  Capital
               Expenditures in future fiscal years  and  (ii)  if
               the Company is in compliance with the Fixed Charge
               Coverage  Ratio  for  the  fiscal  quarter   ended
               October  3,  2007  set  forth  in  Section   10.4,
               commencing  with  fiscal  year  2007,  the  Unused
               Capital  Expenditure Allowance  allocated  by  the
               Company  pursuant to Section 10.13(b) for  Capital
               Expenditures     in    future    fiscal     years;
               notwithstanding  the foregoing,  the  Carryforward
               Capital Expenditure Basket may not be increased in
               any fiscal year by more than $10,000,000.

               (iv) by amending and restating in its entirety the
          definition of  "Carryforward Restricted Payment Basket"
          as follows:

                    "Carryforward   Restricted  Payment   Basket"
               means  the portion, if any, of all Unused  Capital
               Expenditure  Allowance allocated  by  the  Company
               pursuant   to   Section  10.13(b)  for   permitted
               Restricted Payments in future fiscal years.

               (v)  by amending and restating in its entirety the
          definition  of  "Unused Capital Expenditure  Allowance"
          as follows:

                    "Unused Capital Expenditure Allowance" means,
               for  any fiscal year, commencing with fiscal  year
               ending  January 2, 2008, the amount by  which  the
               Initial Capital Expenditure Basket for such fiscal
               year  exceeds  the  aggregate  amount  of  Capital
               Expenditures actually made by the Company and  its
               Subsidiaries during such fiscal year.

     2.     Conditions  Precedent.   The  effectiveness  of  this
Amendment is conditioned on:

          (a)   Receipt by the Required Holders of duly  executed
     counterparts of this Amendment from the Required Holders and
     the Company;

          (b)   Delivery to the Required Holders of  the  consent
     and  reaffirmation attached hereto, duly  executed  by  each
     Subsidiary Guarantor;

          (c)  Receipt by the Required Holders of resolutions  of
     the  Company  and  each Subsidiary Guarantor  approving  and
     adopting   the  Amendment  and  authorizing  execution   and
     delivery  thereof,  certified by a  secretary  or  assistant
     secretary of such Person to be true and correct and in force
     and effect as of the date hereof;

          (d)   Receipt  by the Required Holders of  a  favorable
     legal opinion from counsel to the Credit Parties; and

          (e)   Delivery  to  the  Required  Holders  of  a  duly
     executed copy of a similar amendment to the Credit Documents
     and  the  2000 Note Agreements (each as defined by the  Note
     Agreement  as  amended hereby), certified by  a  Responsible
     Officer  as  true  and complete, together  with  such  other
     documents,  instruments,  approvals  or  opinions   as   the
     Required  Holders may reasonably request, each in  form  and
     substance reasonably satisfactory to the Required Holders.

     3.   Representations and Warranties.  To induce you to enter
into  this Amendment and to consent to the Amendment, the Company
represents and warrants as follows:

          (a)  The  execution,  delivery and performance  by  the
     Company of this Amendment (i) are within such Person's power
     and  authority;  (ii)  have  been  duly  authorized  by  all
     necessary  corporate action; (iii) are not in  contravention
     of   any   provision   of  such  Person's   certificate   of
     incorporation  agreement or other organizational  documents;
     (iv)  do not violate any law or regulation, or any order  or
     decree  of  any governmental authority; (v) do not  violate,
     contravene  or conflict with contractual provisions  of,  or
     cause  an  event  of  default  under,  any  indenture,  loan
     agreement,  mortgage,  deed  of  trust,  contract  or  other
     agreement or instrument to which it is a party or  by  which
     it  may  be bound, the violation of which would have  or  be
     reasonably expected to have a Material Adverse Effect;  (vi)
     do not result in the creation or imposition of any Lien upon
     any   of  the  property  of  the  Company  or  any  of   its
     Subsidiaries;  and  (vii)  do not  require  the  consent  or
     approval of any governmental authority or any other person;

          (b)    This  Amendment  has  been  duly  executed   and
     delivered for the benefit of or on behalf of the Company and
     constitutes  a  legal, valid and binding obligation  of  the
     Company, enforceable against the Company in accordance  with
     its terms except as the enforceability hereof may be limited
     by  bankruptcy,  insolvency, reorganization, moratorium  and
     other  laws  affecting  creditors' rights  and  remedies  in
     general;

          (c)   There are no pending or threatened actions, suits
     or   proceedings  affecting  the  Company  or  any  of   its
     Subsidiaries or the properties of the Company or any of  its
     Subsidiaries  before  any  court,  governmental  agency   or
     arbitrator, that would reasonably be expected, if  adversely
     determined, to have a Material Adverse Effect or  to  affect
     the   legality,  validity  or  enforceability  of  the  Note
     Agreement, as amended by this Amendment; and

          (d)    After  giving  effect  to  this  Amendment,  the
     representations and warranties of the Company  contained  in
     the  Note Agreement and in the other Financing Documents are
     true  and  correct  in  all material respects,  except  that
     disclosure  schedules  have  not  been  updated  from  those
     previously  provided to the holders of  the  Notes,  and  no
     Default  or  Event of Default under the Note  Agreement  has
     occurred and is continuing as of the date hereof or would be
     caused hereby.

     4.    Acknowledgment of Perfection of Security Interest. The
Company  hereby  acknowledges that, as of the  date  hereof,  the
security  interests  and liens granted to the  holders  of  Notes
under the Note Agreement and the other Financing Documents are in
full force and effect, are properly perfected and are enforceable
in  accordance with the terms of the Note Agreement and the other
Financing Documents.

     5.   Reference to and Effect on the Note Agreement.

          (a)   Defined  terms  used  herein  and  not  otherwise
     defined herein shall have the meaning assigned to such terms
     in the Note Agreement.

          (b)   Except  as expressly provided in this  Amendment,
     the  Note Agreement shall remain unchanged and in full force
     and   effect,  except  that  each  reference  in  the   Note
     Agreement,  and in any agreements, certificates and  notices
     simultaneously  herewith  or  hereafter  executed  under  or
     pursuant  to the Note Agreement, as amended hereby,  to  the
     "Note  Agreement", "this Agreement", "hereof", "herein"  and
     similar  terms  referring to the Note  Agreement,  shall  be
     deemed  to  refer to the Note Agreement as amended  by  this
     Amendment.

          (c)   The execution, deliver and effectiveness of  this
     Amendment  shall  not, except as expressly provided  herein,
     operate  as  a waiver of any right, power or remedy  of  any
     holder of a Note under the Note Agreement or the Notes,  nor
     constitute  a  waiver  of  any  provision  of  any  of   the
     foregoing.

     6.    Costs  and  Expenses.  The Company agrees  to  pay  on
demand  all  costs  and expenses (including, without  limitation,
reasonable  fees  and  expenses  of  counsel)  incurred  by   the
Purchasers  or any other permitted holder of a Note in connection
with  this  Amendment  and the transactions contemplated  hereby.
The  Company  further  agrees to pay  on  demand  all  costs  and
expense,  if  any,  incurred  by  the  Purchasers  or  any  other
permitted  holder  of a Note in connection with  the  enforcement
(whether through negotiations, legal proceedings or otherwise) of
this  Amendment, including, without limitation, fees and expenses
of  counsel  in connection with the enforcement of  rights  under
this paragraph 6.

     7.    No  Default  or Claims.  To induce the  Purchasers  to
enter  into  this Amendment, the Company hereby acknowledges  and
agrees  that, as of the date hereof, and after giving  effect  to
the  terms  hereof,  there exists (i)  no  Default  or  Event  of
Default,   (ii)   no   right  of  offset,  recoupment,   defense,
counterclaim, claim or objection in favor of the Company  arising
out  of  or with respect to any of the Notes or other obligations
of  the  Company  owed to any holder of a Note,  and  (iii)  each
Purchaser  has  acted  in  good  faith  and  has  conducted   its
relationships  with  the  Company in  a  commercially  reasonable
manner  in  connection  with  the  negotiations,  execution   and
delivery of this Amendment and in all respects in connection with
the  Note Agreement, the Company hereby waiving and releasing any
such claims to the contrary that may exist as of the date of this
Amendment.

     8.    Counterparts.  This Amendment may be executed  in  any
number  of  counterparts, each of which shall be an original  but
all  of  which  together shall constitute one  instrument.   Each
counterpart may consist of a number of copies hereof, each signed
by  less  than  all, but together signed by all, of  the  parties
hereto.

     9.    Governing Law.  This Amendment shall be construed  and
enforced in accordance with, and the rights of the parties  shall
be governed by, the law of the State of New York excluding choice-
of-law principles of the law of such state that would require the
application of the laws of a jurisdiction other than New York.



     [Remainder of page intentionally left blank; next page
                       is signature page.]


             CONSENT AND REAFFIRMATION OF GUARANTORS

     The  undersigned, as guarantors, in favor of the parties  to
the Note Agreement referred to in the foregoing Amendment, hereby
consent to such Amendment and hereby confirm and agree that  each
of  the Subsidiary Guarantee (and each Guaranty provided therein)
is,  and  shall continue to be, in full force and effect  and  is
hereby  confirmed and ratified in all respects except that,  upon
the  effectiveness  of,  and  on and  after  the  date  of,  said
Amendment,  all  references in the Subsidiary Guarantee  and  the
Amended  and  Restated Pledge Agreement to  the  Note  Agreement,
"thereunder", "thereof", or words of like import referring to the
Note  Agreement shall mean the Note Agreement as amended by  said
Amendment.

     The undersigned, as pledgors, in favor of the parties to the
Note  Agreement, hereby acknowledge that, as of the date  hereof,
the  security interests and liens granted to the holders of Notes
under the Note Agreement and the other Financing Documents are in
full force and effect, are properly perfected and are enforceable
in  accordance with the terms of the Note Agreement and the other
Financing Documents.

     IN  WITNESS  WHEREOF,  the undersigned  have  executed  this
Consent as of the day and year first set forth above.

<table>
                             Annex 1

              CURRENT HOLDERS AND PRINCIPAL AMOUNTS

        Name of Current Holder            Aggregate Principal
                                                 Amount
                                             of Notes Held

                                           <c>
The Prudential Insurance Company of           $12,550,000
America
Pruco Life Insurance Company of New            $1,598,000
Jersey
Pruco Life Insurance Company                   $6,144,000
Baystate Investments, LLC                      $9,900,000
General Electric Capital Assurance            $13,300,000
Company
RGA Reinsurance Company                        $7,650,000
USG Annuity & Life Company                     $6,600,000
The Prudential Insurance Company of           $34,715,000
America
Gibralter Life Insurance Co., Ltd.             $7,543,000
</table>