EXECUTION COPY

                                    AGREEMENT

     AGREEMENT,  dated as of April  25,  2007  (the  "Agreement"),  by and among
Applebee's International,  Inc., a Delaware corporation (the "Company"), and the
persons and entities listed on Schedule A hereto (each a "Breeden  Investor" and
collectively, the "Breeden Investors").

     WHEREAS,  the  Breeden  Investors  are the  beneficial  owners  of,  in the
aggregate,  4,025,000  shares of common stock, par value $0.01 per share, of the
Company (the "Common Stock");

     WHEREAS,  on December  11,  2006,  the Breeden  Investors  delivered to the
Company a "Notice of  Intention to Nominate  Persons for Election as  Directors"
(the "Nomination  Letter") and on April 12, 2007, the Breeden  Investors filed a
Proxy  Statement  (the  "Breeden  Investor  Proxy")  on  Schedule  14A  with the
Securities and Exchange Commission (the "SEC"); and

     WHEREAS,  the  Company  and the  Board of  Directors  of the  Company  (the
"Board"), on the one hand, and the Breeden Investors, on the other hand, wish to
enter into certain  agreements  relating to the future composition of the Board,
the  governance of the Company and the  termination of the pending proxy contest
for  the  election  of  directors  at  the  Company's  2007  Annual  Meeting  of
Stockholders (the "2007 Annual Meeting").

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

                               I. REPRESENTATIONS

     1.1   Authority; Binding Agreement.


          (a) The Company hereby represents and warrants that this Agreement and
     the  performance by the Company of its  obligations  hereunder (i) has been
     duly  authorized,  executed and delivered by it, and is a valid and binding
     obligation  of the Company,  enforceable  against the Company in accordance
     with its terms,  (ii) does not require the approval of the  shareholders of
     the Company  and (iii) does not and will not violate any law,  any order of
     any court or other agency of government,  the Certificate of  Incorporation
     of the Company or the Bylaws of the Company (as amended and  restated,  the
     "Bylaws") or any provision of any indenture,  agreement or other instrument
     to which the  Company  or any of its  properties  or  assets  is bound,  or
     conflict  with,  result in a breach of or  constitute  (with due  notice or
     lapse of time or both) a default  under any such  indenture,  agreement  or
     other instrument,  or result in the creation or imposition of, or give rise
     to, any lien, charge, restriction, claim, encumbrance or adverse penalty of
     any nature  whatsoever  pursuant to any such indenture,  agreement or other
     instrument.
<PAGE>
           (b) Each of the Breeden Investors represents and warrants,  severally
    and not jointly,  that this  Agreement and the  performance  by such Breeden
    Investor of its obligations hereunder (i) has been duly authorized, executed
    and  delivered  by  such  Breeden  Investor,  and  is a  valid  and  binding
    obligation  of such  Breeden  Investor,  enforceable  against  such  Breeden
    Investor in accordance with its terms, (ii) does not require approval by any
    owners or holders of any equity interest in such Breeden Investor (except as
    has already been  obtained) and (iii) does not and will not violate any law,
    any order of any court or other agency of  government,  the charter or other
    organizational  documents  of such  Breeden  Investor,  as  amended,  or any
    provision  of any  agreement  or  other  instrument  to which  such  Breeden
    Investor or any of its  properties  or assets is bound,  or  conflict  with,
    result in a breach  of or  constitute  (with due  notice or lapse of time or
    both) a default under any such agreement or other  instrument,  or result in
    the  creation  or  imposition  of,  or  give  rise  to,  any  lien,  charge,
    restriction,  claim, encumbrance or adverse penalty of any nature whatsoever
    pursuant to any such agreement or instrument.

     1.2   Defined Terms.


     For purposes of this Agreement:

           (a) "Affiliate"  has the meaning set forth in Rule 12b-2  promulgated
    by the SEC  under the  Securities  Exchange  Act of 1934,  as  amended  (the
    "Exchange Act").

           (b) The terms "beneficial owner" and "beneficially own" have the same
    meanings  as set  forth  in Rule  13d-3  promulgated  by the SEC  under  the
    Exchange Act.

                                 II. COVENANTS

     2.1   Directors.

           (a)  Appointment  of  Breeden  Nominees.   The  Company  agrees  that
    concurrently  with the  execution  of this  Agreement,  the  Company and the
    Board,  at a duly  convened  meeting of  directors,  shall take all  actions
    necessary to (i) increase the size of the Board from twelve (12) to fourteen
    (14) directors and (ii) appoint with immediate effect Richard C. Breeden and
    Laurence E. Harris (the  "Breeden  Nominees")  as  directors to fill the two
    newly  created  vacancies,  each  with a term  expiring  at the 2007  Annual
    Meeting.  The  composition  of the  Board's  classes of  directors  shall be
    modified, if necessary,  by the Company to accomplish the appointment of the
    Breeden Nominees in accordance with the terms of the preceding sentence.

           (b) 2007 Annual Meeting.  The Company agrees that the Company and the
    Board  will  cause  the  slate  of  nominees  standing  for  election,   and
    recommended by the Board,  at the 2007 Annual Meeting to include each of the
    current  slate of  directors  recommended  for  election  by the Board  (the
    "Incumbent  Slate") and the Breeden  Nominees (the  Incumbent  Slate and the
    Breeden Nominees, the "Revised Slate") and specifically to:

                                       2
<PAGE>
               (1)  nominate  each of the Breeden  Nominees  for election at the
           2007 Annual Meeting as a director of the Company with a term expiring
           at the Company's 2010 Annual Meeting of Shareholders;

               (2)  recommend  each of the  Breeden  Nominees  for  election  as
           directors  of the Company at the 2007 Annual  Meeting,  and cause the
           Company to use its reasonable  efforts to solicit proxies in favor of
           the election of, each of the Breeden Nominees; and

               (3) cause all proxies  received by the Company to be voted in the
           manner specified by such proxies.

           (c)  Reduction  of Board Size by 2008  Annual  Meeting.  The  Company
    agrees that by no later than the 2008 Annual Meeting of the  Shareholders of
    the Company (the "2008 Annual Meeting"), the Company shall decrease the size
    of the Board from fourteen (14) to twelve (12)  directors and at or prior to
    the 2008  Annual  Meeting,  the  Company  shall take all  necessary  action,
    including  amending the Bylaws (if required) in accordance with Article VIII
    thereof, to effectuate the foregoing.

           (d)  Committee  Representation.  Concurrently  with their  respective
    appointments  or elections as members of the Board,  the Board shall appoint
    (i) Richard C.  Breeden as a member of each of the Strategy  Committee,  the
    Executive   Compensation   Committee   of  the  Board   and  the   Corporate
    Governance/Nominating  Committee of the Board and (ii) Laurence E. Harris as
    a member of each of the  Corporate  Governance/Nominating  Committee  of the
    Board and the Audit Committee of the Board. The Company hereby confirms that
    it is not the  Company's  intention to create an executive  committee of the
    Board,  but in the event that an executive  committee is created at any time
    that a Breeden  Nominee is serving as a director,  the Board shall afford at
    least one Breeden Nominee the  opportunity to serve on such  committee.  The
    Company  hereby  confirms  that it is the  practice of the Company  that all
    independent members of the Board are entitled to attend as an observer,  all
    meetings of any committee of the Board and agrees that it will maintain this
    practice throughout the Breeden Investor Representation Period.

           (e) Role of Breeden  Nominees.  Each of the  Breeden  Nominees,  upon
    appointment  or election to the Board,  will serve as an integral  member of
    the Board and be governed by the same protections and obligations  regarding
    confidentiality,  conflicts  of  interests,  fiduciary  duties,  trading and
    disclosure policies and other governance guidelines, and shall have the same
    rights  and  benefits,  including  (but  not  limited  to) with  respect  to
    insurance, indemnification,  compensation and fees, as are applicable to all
    independent directors of the Company.

           (f) Replacement  Nominees. If at any time during the Breeden Investor
    Representation Period either of the Breeden Nominees is or becomes unwilling
    or unable to serve as a nominee or,  following such person's  appointment or
    election,  as a director  of the  Company,  the Breeden  Investors  shall be
    entitled to appoint a replacement  nominee or director,  as the case may be;
    provided  that no  breach of the  terms  hereof  on the part of the  Breeden

                                       3
<PAGE>
    Investors has occurred and is continuing; provided further that, unless such
    proposed replacement is one of the four individuals nominated by the Breeden
    Investors  in  the   Nomination   Letter  (each  of  whom  shall  be  deemed
    acceptable), such replacement nominee or director, as the case may be, shall
    be reasonably acceptable to the  Governance/Nominating  Committee.  Any such
    replacement nominee or director, as the case may be, shall be deemed to be a
    Breeden Nominee for the purposes of this Agreement.

           (g) Proxy Solicitation Materials. The Company agrees that as promptly
    as practicable  following the date hereof,  the Company shall take all steps
    reasonably necessary to amend, and refile as amended with the SEC, the Proxy
    Statement on Schedule 14A filed by the Company with the SEC on April 9, 2007
    (the  "Company  Proxy") to include the Breeden  Nominees as  "Nominees"  (as
    defined in the Company  Proxy)  thereunder.  The Company and the Board agree
    that the Company Proxy (as amended  pursuant to the terms of this Agreement)
    and all other  solicitation  materials to be delivered  to  stockholders  in
    connection  with the 2007 Annual  Meeting  shall be  prepared in  accordance
    with, and in furtherance  of, this  Agreement.  The Company will provide the
    Breeden  Investors with copies of any proxy materials or other  solicitation
    materials to be delivered to stockholders in connection with the 2007 Annual
    Meeting at least two business days, in the case of proxy statements,  and at
    least one  business  day, in the case of other  solicitation  materials,  in
    advance of filing such materials with the SEC or  disseminating  the same in
    order to permit the Breeden Investors a reasonable opportunity to review and
    comment on such materials.  The Breeden Investors will provide,  as promptly
    as reasonably practicable,  all information relating to the Breeden Nominees
    (and other information,  if any) to the extent required under applicable law
    to be included in the Company Proxy (as amended in accordance with the terms
    of this Agreement) and any other  solicitation  materials to be delivered to
    stockholders in connection with the 2007 Annual Meeting.  The Company Proxy,
    as amended  pursuant to the terms of this Agreement,  shall contain the same
    type of  information  concerning  the Breeden  Nominees as provided  for the
    incumbent director nominees.

           (h)  Other  Matters.  The  Company  agrees  that no  matters  will be
    presented by the Board for a vote of shareholders of the Company at the 2007
    Annual  Meeting other than the election of directors (as specified  herein),
    the ratification of the Company's  registered public accounting firm and the
    approval of Amendment No. 7 to the Applebee's  International,  Inc. Employee
    Stock Purchase Plan.

           (i) Publicity.  Promptly after the execution of this  Agreement,  the
    Company will issue a press release in the form  attached  hereto as Schedule
    B.

           (j)  Reimbursement of Expenses.  As promptly as practicable after the
    date hereof but in any event by April 30, 2007, the Company shall pay to the
    Breeden  Investors the sum of $500,000,  as reimbursement for their expenses
    incurred in connection  with the  preparation of the Breeden  Investor Proxy
    and this Agreement, and other matters related thereto or hereto.

                                       4
<PAGE>
     2.2   Breeden Investor Voting Provisions.


           (a)   Withdrawal  of  Nomination   Letter.   Concurrently   with  the
    appointment  of the Breeden  Nominees as  directors of the Company and their
    nomination  for  election  at the 2007  Annual  Meeting in  accordance  with
    Sections  2.1(a)  and (b) of this  Agreement,  the  Breeden  Nominees  shall
    irrevocably withdraw the Nomination Letter and the Breeden Investors and the
    Company  shall  terminate  the pending  proxy  contest  with  respect to the
    election of directors at the 2007 Annual Meeting.

           (b) Breeden  Investor  Actions.  Commencing on the appointment of the
    Breeden  Nominees  as  directors  of the Company  and their  nomination  for
    election at the 2007 Annual Meeting in accordance  with Sections  2.1(a) and
    (b) of this  Agreement  and  thereafter  for so long as at least one Breeden
    Nominee is  serving  as a member of the Board  (such  period,  the  "Breeden
    Investor Representation  Period"), none of the Breeden Investors, nor any of
    their  respective  Affiliates,  will (i) with  respect to the Company or its
    Common  Stock,  make,  engage  or in any way  participate  in,  directly  or
    indirectly,  any  "solicitation" (as such term is used in the proxy rules of
    the SEC) of proxies or consents  (whether or not relating to the election or
    removal of  directors);  seek to advise,  encourage or influence  any person
    with respect to the voting of any Common Stock (other than  Affiliates),  or
    (ii) except as specifically and expressly set forth in this Agreement, seek,
    alone  or  in  concert  with  others,   election  or   appointment   to,  or
    representation  on, or nominate or propose the  nomination  of any candidate
    to, the Board,  or (iii) initiate,  propose or otherwise  "solicit" (as such
    term is used in the proxy rules of the SEC)  shareholders of the Company for
    the approval of shareholder proposals whether made pursuant to Rule 14a-8 or
    Rule 14a-4 under the Exchange  Act, or  otherwise,  or cause or encourage or
    attempt  to cause  or  encourage  any  other  person  to  initiate  any such
    shareholder proposal,  regardless of its purpose, otherwise communicate with
    the Company's  shareholders  or others  pursuant to Rule  14a-1(l)(2)(iv)(A)
    under the Exchange Act.

           (c) Breeden  Investor  Voting.  The Breeden  Investors will cause all
    shares  of Common  Stock  beneficially  owned by them and  their  respective
    Affiliates as to which they are entitled to vote at the 2007 Annual  Meeting
    to be voted in favor of the  election of each  member of the Revised  Slate.
    The  Breeden   Investors  and  their  Affiliates  shall  not,   directly  or
    indirectly,  sell, transfer or otherwise dispose of, or pledge,  hypothecate
    or otherwise encumber, or transfer or convey in any manner any voting rights
    with  respect to, any shares of Common  Stock  beneficially  owned by any of
    them at the time of the  execution  of this  Agreement  until after the date
    which is the record date fixed by the Board for  determining  the  Company's
    shareholders entitled to vote at the 2007 Annual Meeting.

                             III. OTHER PROVISIONS

     3.1   Remedies.


           (a) Each party hereto hereby  acknowledges  and agrees,  on behalf of
    itself and its Affiliates,  that  irreparable  harm would occur in the event

                                       5
<PAGE>
    any of the  provisions  of this  Agreement  were not performed in accordance
    with their  specific  terms or were  otherwise  breached.  It is accordingly
    agreed that the parties  will be  entitled  to  specific  relief  hereunder,
    including,  without limitation,  an injunction or injunctions to prevent and
    enjoin  breaches  of  the  provisions  of  this  Agreement  and  to  enforce
    specifically  the terms and provisions  hereof in any state or federal court
    in the State of Delaware,  in addition to any other remedy to which they may
    be  entitled  at law or in equity.  Any  requirements  for the  securing  or
    posting of any bond with such remedy are hereby waived.

           (b) Each party hereto agrees, on behalf of itself and its Affiliates,
    that any actions,  suits or  proceedings  arising out of or relating to this
    Agreement or the transactions contemplated hereby will be brought solely and
    exclusively  in any state or federal court in the State of Delaware (and the
    parties  agree not to  commence  any  action,  suit or  proceeding  relating
    thereto  except in such  courts),  and further  agrees  that  service of any
    process,  summons,  notice  or  document  by  U.S.  registered  mail  to the
    respective  addresses set forth in Section 3.3 will be effective  service of
    process for any such action, suit or proceeding brought against any party in
    any such  court.  Each  party,  on  behalf  of  itself  and its  Affiliates,
    irrevocably and unconditionally  waives any objection to the laying of venue
    of any  action,  suit or  proceeding  arising out of this  Agreement  or the
    transactions  contemplated  hereby,  in the state or  federal  courts in the
    State of Delaware, and hereby further irrevocably and unconditionally waives
    and agrees  not to plead or claim in any such  court  that any such  action,
    suit or proceeding brought in any such court has been brought in an improper
    or inconvenient forum.

     3.2   Amendment.


           This  Agreement  may be  amended  only  by an  agreement  in  writing
    executed by the parties hereto.

     3.3   Notices.


           All notices, consents,  requests,  instructions,  approvals and other
    communications  provided for herein and all legal  process in regard  hereto
    shall be in writing and shall be deemed  validly given,  made or served,  if
    (a) given by telecopy,  when such  telecopy is  transmitted  to the telecopy
    number set forth below and the  appropriate  confirmation is received or (b)
    if given by any other means,  when actually  received during normal business
    hours at the address specified in this subsection:

           if to the Company:

           Applebee's International, Inc.
           4551 W. 107th Street
           Overland Park, KS 66207
           Facsimile: (913) 341-1696
           Attention: Corporate Secretary

           with a copy to:

                                       6
<PAGE>
           Cravath, Swaine & Moore LLP
           Worldwide Plaza
           825 Eighth Avenue
           New York, New York 10019
           Facsimile: (212) 474-3700
           Attention: Philip A. Gelston

           if to the Breeden Investors:

           Breeden Partners L.P.
           100 Northfield Street
           Greenwich, CT 06830
           Facsimile: (203) 618-0063
           Attention: James M. Cotter

           with a copy to:

           Cleary Gottlieb Steen & Hamilton LLP
           1 Liberty Plaza, Suite 4300
           New York, New York 10006
           Facsimile: (212) 225-3999
           Attention: Victor I. Lewkow
                      Daniel S. Sternberg

     3.4   Governing  Law. This  Agreement  shall  be governed  by and construed
and enforced in  accordance  with  the  laws of the  State of  Delaware, without
regard to any conflict of laws provisions thereof.

     3.5   Further Assurances. Each  party agrees to  take or cause to be  taken
such further  actions, and to execute, deliver and file or cause to be executed,
delivered and filed such further  documents and instruments,  and to obtain such
consents, as may be reasonably required or requested by the other party in order
to effectuate fully the purposes, terms and conditions of this Agreement.

     3.7   Third-Party Beneficiaries. This Agreement shall  inure to the benefit
of and be binding upon the  parties  hereto and their  respective successors and
assigns, and nothing in this Agreement is intended to confer on any person other
than the parties hereto or their respective  successors and assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.

     3.8   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

                                       7
<PAGE>
     IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement,
or caused the same to be executed by its duly  authorized  representative  as of
the date first above written.



                                          APPLEBEE'S INTERNATIONAL, INC.



                                          By: /s/ Eric L. Hansen
                                             -----------------------------------
                                          Name:  Eric L. Hansen
                                          Title: Co-Chairman, Strategy Committee






















                                       8
<PAGE>




                                              BREEDEN INVESTORS


                                              BREEDEN CAPITAL MANAGEMENT LLC

                                              By: /s/ Richard C. Breeden
                                                 -------------------------------
                                              Name:  Richard C. Breeden
                                              Title: Managing Member


                                              BREEDEN PARTNERS L.P.

                                              By: Breeden Capital Partners LLC,
                                              its general partner

                                              By: /s/ Richard C. Breeden
                                                 -------------------------------
                                              Name:  Richard C. Breeden
                                              Title: Managing Member


                                              BREEDEN PARTNERS (CALIFORNIA) L.P.

                                              By: Breeden Capital Partners LLC,
                                              its general partner

                                              By: /s/ Richard C. Breeden
                                                 -------------------------------
                                              Name:  Richard C. Breeden
                                              Title: Managing Member


                                              BREEDEN PARTNERS HOLDCO LTD.
                                              By: /s/ Richard C. Breeden
                                                 -------------------------------
                                              Name:  Richard C. Breeden
                                              Title: Director


                                               /s/ Richard C. Breeden
                                              ----------------------------------
                                              RICHARD C. BREEDEN






                                       9
<PAGE>


                                   Schedule A

                                Breeden Investors

Breeden Capital Management LLC
Breeden Partners L.P.
Breeden Partners (California) L.P.
Breeden Partners Holdco Ltd.
Richard C. Breeden





<PAGE>
                                   Schedule B