SECOND AMENDMENT TO RIGHTS AGREEMENT

         This Second Amendment to Rights Agreement (the  "Amendment"),  dated as
of December 12, 2002, is entered into by and between  Applebee's  International,
Inc.,  a Delaware  corporation  (the  "Company")  and The Chase  Manhattan  Bank
(formerly  known as  Chemical  Bank) as  successor  Rights  Agent  (the  "Rights
Agent").

         WHEREAS,  the Company and the Rights  Agent are parties to that certain
Rights  Agreement  dated as of  September  7,  1994,  as  amended  by the  First
Amendment to Rights Agreement dated as of May 13, 1999 (as amended,  the "Rights
Agreement");

         WHEREAS,  the Rights  Agreement  contains  terms defining an "Acquiring
Person;"

         WHEREAS,  the Board of Directors of the Company has determined  that it
is in the best interests of the Company and its stockholders to amend the Rights
Agreement to change such terms as set forth herein;

         WHEREAS,  pursuant  to Section 26 of the Rights  Agreement,  the Rights
Agreement may be amended as set forth herein without the approval of the holders
of the Rights;

         WHEREAS, unless otherwise defined in this Amendment,  capitalized terms
used herein shall have the meanings given to them in the Rights Agreement.

         NOW,  THEREFORE,  in  consideration  of the  promises  and  the  mutual
agreements herein set forth, the Company and the Rights Agent agree as follows:

         1.       Amendment  of  Rights  Agreement.  Effective  as of  the  date
                  hereof,

         (a)      Section 1 is  amended  so that the  definition  of  "Acquiring
                  Person" shall read as follows:

                  "Acquiring  Person" shall mean any Person who or which,  alone
                  or together with all Affiliates and Associates of such Person,
                  shall be the  Beneficial  Owner of more than 15% (or,  if such
                  Person  is an  Institutional  Investor,  more than 20%) of the
                  Common  Shares  then  outstanding,  other than  pursuant  to a
                  Qualifying  Offer, but shall not include (a) the Company,  any
                  Subsidiary  of the Company,  any employee  benefit plan of the
                  Company or of any of its  Subsidiaries,  or any Person holding
                  Common  Shares  for or  pursuant  to  the  terms  of any  such
                  employee  benefit  plan or (b) any such  Person who has become
                  and is such a Beneficial  Owner solely because (i) of a change
                  in the aggregate number of Common Shares outstanding since the
                  last date on which such Person acquired  Beneficial  Ownership
                  of  any  Common  Shares,  (ii)  it  acquired  such  Beneficial
                  Ownership in the good faith belief that such acquisition would

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                  not (x) cause such Beneficial  Ownership to exceed 15% (or, if
                  such Person is an Institutional  Investor,  exceed 20%) of the
                  Common Shares then  outstanding and such Person relied in good
                  faith in computing the percentage of its Beneficial  Ownership
                  on publicly  filed  reports or documents of the Company  which
                  are  inaccurate  or  out-of-date  or  (y)  otherwise  cause  a
                  Distribution  Date or the  adjustment  provided for in Section
                  11(a) to occur or (iii) of shares  acquired  directly from the
                  Company in  connection  with the  Company's  acquisition  of a
                  business or pursuant to an agreement with the Company  stating
                  such Person is not intended to become an Acquiring Person as a
                  result of such acquisition.  Notwithstanding clause (b)(ii) of
                  the prior  sentence,  if any Person  that is not an  Acquiring
                  Person  due  to  such  clause  (b)(ii)  does  not  reduce  its
                  percentage of Beneficial  Ownership of Common Shares to 15% or
                  less (or, if such Person is an Institutional  Investor, 20% or
                  less) by the Close of Business on the fifth Business Day after
                  notice  from the Company  (the date of notice  being the first
                  day) that such Person's Beneficial  Ownership of Common Shares
                  so  exceeds  15%  (or,  if  such  Person  is an  Institutional
                  Investor,  20%),  such Person  shall,  at the end of such five
                  Business  Day  period,  become an  Acquiring  Person (and such
                  clause  (b)(ii)  shall no longer  apply to such  Person).  For
                  purposes of this  definition,  the  determination  whether any
                  Person acted in "good faith" shall be conclusively  determined
                  by the Board of Directors of the Company.

         (b)      Section 1 is amended so as to add the following  definition of
                  "Institutional Investor" between the definition of "Expiration
                  Date" and the definition of "Major Part":

                  "Institutional  Investor"  shall  mean a Person  who (a) has a
                  Schedule  13G  on  file  with  the   Securities  and  Exchange
                  Commission  pursuant to the  requirements  of Rule 13d-1 under
                  the Exchange Act with respect to its holdings of the Company's
                  Common Shares  ("Schedule 13G"), so long as (i) such Person is
                  principally  engaged in the  business of  managing  investment
                  funds for  unaffiliated  securities  investors and, as part of
                  such  Person's  duties as agent for  fully  managed  accounts,
                  holds or  exercises  voting or  dispositive  power over Common
                  Shares,  (ii) such Person  acquires  Beneficial  Ownership  of
                  Common Shares pursuant to trading activities undertaken in the
                  ordinary  course of such  Person's  business  and not with the
                  purpose nor the effect,  either  alone or in concert  with any
                  Person,  of  exercising  the  power to  direct  or  cause  the
                  direction of the  management and policies of the Company or of
                  otherwise  changing or influencing the control of the Company,
                  nor in connection  with or as a participant in any transaction
                  having  such  purpose or  effect,  including  any  transaction
                  subject to Rule  13d-3(b) of the  Exchange  Act,  and (iii) if
                  such Person is a Person  included in Rule  13d-1(b)(1)(ii)  of
                  the Exchange  Act,  such Person is not  obligated to, and does
                  not, file a Schedule 13D with respect to the securities of the
                  Company, and (b) is deemed to be an Institutional  Investor by
                  the Board of Directors, in their sole discretion.

         2.       Rights  Agreement in Full Force and Effect.  Except as amended
                  hereby,  the Rights  Agreement  shall remain in full force and
                  effect.

         3.       Governing Law. This Amendment shall be deemed to be a contract
                  made  under  the  laws of the  State of  Delaware  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.

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         4.       Counterparts.  This Amendment may be executed in any number of
                  counterparts  and  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.

         5.       Effective Date. Pursuant to Section 26 of the Rights Agreement
                  this  Amendment  shall  become   effective   immediately  upon
                  execution by the Company,  whether or not also executed by the
                  Rights Agent.


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.

                                     APPLEBEE'S INTERNATIONAL, INC.


                                     By:
                                     Title:



                                     THE CHASE MANHATTAN BANK (formerly known as
                                     CHEMICAL BANK), as successor Rights Agent


                                     By:
                                     Title:



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