APPLEBEE'S INTERNATIONAL, INC.

                          EMPLOYEE STOCK PURCHASE PLAN


                         ARTICLE 1 - PURPOSE OF THE PLAN

         The Company has established this Plan to provide eligible  employees of
the Company and its  Subsidiaries a method to purchase shares of common stock of
the Company by payroll deduction at a discount.  The Plan is intended to qualify
as an "employee  stock purchase plan" under Section 423 of the Code and shall be
construed and operated consistently with the requirements of that Section.

                             ARTICLE 2 - DEFINITIONS

         2.1    "Beneficiary" means the  person designated by the Participant on
a form provided by and acceptable to the Committee to receive the  Participant's
Payroll  Deduction Account in the event of his death. In the absence of any such
designation, "Beneficiary" shall mean the Participant's estate.

         2.2    "Board" means the Board of Directors of the Company.

         2.3    "Brokerage  Account"  means  the  general  securities  brokerage
account, or such other account or record determined appropriate by the  Company,
established and maintained for the Plan with any entity selected by the Company,
in its discretion,  to assist in the  administration  of, and purchase of Shares
under the Plan.

         2.4    "Code" means the Internal Revenue Code of 1986, as amended.

         2.5    "Commencement  Date"  means  the January 1,  April 1,  July 1 or
October 1, as the case may be, on which a particular Offering begins.

         2.6    "Committee"  means  the  committee of  persons  appointed by the
Company for the purpose of administering the Plan.

         2.7    "Company" means Applebee's International, Inc.

         2.8    "Designated Person" means the person designated by the Committee
to receive any  forms or agreements required or  permitted under the Plan.  More
than one person may be designated by the  Committee.  Different  persons  may be
designated for different  forms or agreements.  The Designated  Person may be an
individual or an entity.  The Committee shall notify  Participants in writing of
the identity of each Designated Person and the forms or agreements to be sent to
each such person.

         2.9    "Effective Date" means January 1, 1997.

         2.10   "Ending  Date"  means  the  March 31, June 30,  September  30 or
December 31, as the case may be, on which a particular Offering concludes.


<PAGE>


         2.11   "Enrollment Agreement"  means the enrollment form  acceptable to
the Committee  that a Participant  who wishes to  participate in the  Plan  must
submit to the Designated Person prior to the Commencement Date.

         2.12   "Offering"  means  each  three (3)  consecutive  month  offering
period for the purchase and sale of Shares under the Plan.

         2.13   "Participant"   means  an   employee  who   has  satisfied   the
eligibility requirements of Article 3 and who has complied with the requirements
of Article 4.

         2.14   "Pay" means and includes (i) a Participant's  regular  salary or
earnings; (ii) a Participant's overtime pay; and (iii) bonuses designated by the
Committee as being eligible to be used to purchase Shares under this Plan. "Pay"
shall not  include  any other  compensation,  taxable  or  otherwise,  including
without limitation employee tips,  moving/relocation  expenses,  imputed income,
option income, tax-gross-ups and taxable benefits.

         2.15   "Payroll Deduction Account" shall mean the Company's bookkeeping
entry that  reflects the amount  deducted  from each  Participant's  Pay for the
purpose of purchasing Shares under the Plan,  reduced by amounts refunded to the
Participant and amounts applied to purchase Shares  hereunder.  Amounts deducted
from each  Participant's  Pay may be  commingled  with the general  funds of the
Company.  No  interest  shall  be paid or  allowed  on a  Participant's  payroll
deductions.

         2.16   "Plan" means the Applebee's International,  Inc.  Employee Stock
Purchase Plan.

         2.17   "Purchase Price" means the price per Share as set forth in
Article 6 paid by a Participant to acquire Shares hereunder.

         2.18   "Shares" means shares of the Company's common stock.

         2.19   "Subsidiaries"  shall mean any  present  or future  domestic  or
foreign  corporation that would be a "subsidiary  corporation" of the Company as
that term is defined in Section 424(f) of the Code.

         2.20   "Withdrawal" means a Participant's  election to withdraw from an
Offering pursuant to Article 11.

                             ARTICLE 3 - ELIGIBILITY

         Any regular employee of the Company or any of its Subsidiaries shall be
eligible to participate in the Plan as of the Commencement  Date coinciding with
or next following the completion of twelve (12) consecutive months of employment
following his date of hire. For the purpose of determining an employee's initial
eligibility,  an employee's  period of employment with any business entity,  the
assets, business or stock of which has been acquired, in whole or in part by the
Company  or  any of its  Subsidiaries  through  purchase,  merger  or  otherwise
("Acquired  Business"),  shall be taken into account.  An  employee's  period of
employment with the Company,  any of its Subsidiaries,  or any Acquired Business


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<PAGE>


prior to the  Effective  Date  shall  be  taken  into  account.  If an  employee
terminates employment with the Company or any of its Subsidiaries for any reason
and is later  rehired,  such  employee,  regardless of whether he is eligible to
participate  in the Plan  prior to his  termination,  shall be  treated as a new
employee and will be eligible to participate in the Plan as of the  Commencement
Date coinciding with or next following the completion of twelve (12) consecutive
months of employment following his date of rehire. For purposes of this Article,
an employee's  employment with the Company or any of its Subsidiaries  shall not
be  considered  interrupted  or  terminated in the case of a leave of absence or
suspension,  provided  that  such  leave  is  approved  by  the  Company  or the
employee's  reemployment  with the Company or any of its  Subsidiaries  upon the
expiration of such leave is guaranteed by contract or statute.

                            ARTICLE 4 - PARTICIPATION

         An  eligible  employee  may  become  a  Participant  by  completing  an
Enrollment  Agreement  provided by the Company and filing it with the Designated
Person prior to the deadline set by the Committee that precedes the Commencement
Date of the Offering to which it relates.  Participation  in one Offering  under
the Plan shall neither limit, nor require,  participation in any other Offering;
provided,  however,  that at the conclusion of each Offering,  the Company shall
automatically  re-enroll each  Participant in the next Offering at the same rate
of payroll  deduction,  unless the Participant has advised the Designated Person
otherwise in a written form acceptable to the Committee.

                              ARTICLE 5 - OFFERINGS

         Each  Offering  shall be for three (3)  consecutive  months.  The first
Offering shall commence on January 1, 1997. Thereafter, Offerings shall commence
on each subsequent  April 1, July 1, October 1 and January 1, and shall continue
until the Plan is terminated in accordance with Section 15.5.

                           ARTICLE 6 - PURCHASE PRICE

         The  "Purchase  Price" per Share  pursuant to an Offering  shall be the
lesser of (a) 90% of the fair market value per Share on the Commencement Date of
such  Offering or, if the  Commencement  Date is not a business day, the nearest
subsequent  business  day; or (b) 90% of the fair market  value of such Share on
the Ending Date of such  Offering or, if the Ending Date is not a business  day,
the nearest prior  business day. "Fair market value" for this purpose shall mean
the closing price as reported on the National  Association of Securities Dealers
Automated  Quotation National Market System (the "NASDAQ-NMS") or, if the Shares
are not reported on the NASDAQ-NMS, on the stock exchange,  market, or system on
which the Shares are traded as reported  that is  designated by the Committee as
controlling  for purposes of the Plan.  In the event shares are not so traded or
reported,  no  purchase  shall be made and each  Participant's  interest  in the
amount  credited  to the  Payroll  Deduction  Account  shall be returned to each
Participant without interest.

                   ARTICLE 7 - LIMITATIONS ON SHARE OWNERSHIP

         7.1    The  maximum  number of  Shares that a  Participant  may acquire
during an  Offering shall be the  amount credited to such  Participant's Payroll
Deduction  Account as of the  Ending  Date of  such  Offering,  divided  by  the
Purchase Price per Share.


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<PAGE>


         7.2    The maximum,  aggregate  number of  Shares that will be  offered
under the Plan is two hundred thousand (200,000). If, as of any Ending Date, the
total  number of  Shares  to be  purchased  exceeds the  number of  Shares  then
available  under this  Article (after  deduction of all  Shares  that  have been
previously  purchased under the  Plan),  the  Committee  shall  make a  pro rata
allocation of the Shares that remain available in as nearly a uniform manner  as
shall be  practicable and as it  shall determine, in its  sole judgment,  to  be
equitable.  In such event,  any amount  credited to each  Participant's  Payroll
Deduction  Account that remains  after purchase of such reduced number of Shares
shall be  refunded as soon as  reasonably  practicable,  and no further  payroll
deductions or Offerings shall occur under this Plan unless and until  additional
shares are authorized.

         7.3    Notwithstanding  anything herein to the  contrary,  the  maximum
number of Shares that may be  purchased by any Participant as of any Ending Date
shall be reduced to that number which, when the voting power or value thereof is
added to the  total combined voting  power or value of all  classes of shares of
capital stock of the Company or its Subsidiaries the person is already deemed to
hold  (excluding any  number of  Shares which such  person would be  entitled to
purchase under the Plan),  is one share less than five percent (5%) of the total
combined voting power or value of  all classes of shares of capital stock of the
Company or its Subsidiaries. For purposes of the foregoing, the rules of Section
424(d) of the Code shall apply. In addition, no Participant shall be  allowed to
purchase  Shares as of any Ending Date to the extent such  purchase  would cause
the sum of the fair market  value of all Shares  purchased  by such  Participant
under this Plan and any other plan  qualified  under Code Section 423 during the
calendar  year  during  which such Ending  Date  occurs to exceed  $25,000.  For
purposes of the preceding sentence, "fair market value" shall be the value as of
the date of grant of each such  Offering  and the rules of Section  423(b)(8) of
the Code shall apply.

                         ARTICLE 8 - PAYROLL DEDUCTIONS

         8.1    At  the  time  the   Enrollment  Agreement  is  filed  with  the
Designated  Person and for so long as a  Participant  participates  in the Plan,
each Participant may authorize the  Company to make payroll deductions of either
(a) a  fixed dollar amount  per pay  period; or  (b) a whole  percentage  (in 1%
increments) of Pay per pay period,  provided, however, that no payroll deduction
shall exceed 15%  of Pay per pay period. The Committee,  in its discretion,  may
establish from time to time a  minimum fixed dollar deduction that a Participant
must authorize under this Plan; provided, however, that a Participant's existing
rights  under  any  Offering  that  has  already  commenced may not be adversely
affected thereby.

         8.2    The amount of each Participant's  payroll  deductions  shall  be
credited to his Payroll Deduction Account.  No interest or other amount shall be
credited to a Payroll Deduction Account.

         8.3    Commencing with respect to the first payroll period beginning on
or  after  the  Plan's  Effective  Date,  a   Participant's  authorized  payroll
deductions  shall be  deducted from each  paycheck paid  during an  Offering and
shall continue  until changed by the  Participant or by amendment or termination
of this Plan.  A Participant may elect to  increase or  decrease his  authorized
payroll  deductions effective as of  January 1 or July 1 of each year upon prior


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<PAGE>


notice acceptable to the Company. Except for a Withdrawal and  discontinuance of
payroll  deductions permitted  under this Plan,  no change in payroll deductions
may be  effective on a date  other than  January 1 or July 1,  including without
limitation,  any change in the  amount or rate of  payroll deductions  during an
Offering.

         8.4    With  respect  to  each  payroll period during  an  Offering,  a
Participant's  authorized  payroll  deductions  shall be deducted  from Pay only
after  all  other   discretionary  and   nondiscretionary   payroll   deductions
attributable  to such  Participant  have first been  deducted  from Pay for such
period.  To  the  extent  a  Participant's  Pay  after  such  discretionary  and
nondiscretionary  payroll  deductions  have  been  deducted  is  less  than  the
Participant's   authorized  payroll  deductions  hereunder,   the  Participant's
remaining Pay, if any, shall be credited on his behalf to the Payroll  Deduction
Account and the difference  between the authorized and actual deduction shall be
disregarded and never deducted from payroll or credited to the Payroll Deduction
Account.

                         ARTICLE 9 - PURCHASE OF SHARES

         9.1    As of the  Ending Date of each Offering, each Participant  shall
be deemed to have elected to purchase at the Purchase Price,  the maximum number
of Shares (including  fractional   Shares)  that  may  be  purchased  with  such
Participant's  Payroll  Deduction  Account in accordance  with the terms of this
Plan,  unless the Designated  Person has received  timely and proper notice of a
Withdrawal.  The Shares  purchased  hereunder  will be credited to the Brokerage
Account. Any cash remaining in the Participant's Payroll Deduction Account which
is not  applied  toward the  purchase  of Shares  shall be carried  forward  and
applied  in  subsequent  Offerings.  No  Participant  shall have any rights of a
shareholder  with respect to any Shares until the Shares have been  purchased in
accordance herewith.  Shares purchased hereunder may be treasury or newly issued
shares acquired from the Company or shares acquired on the open market.

         9.2    Any  cash  dividends  paid on  Shares  credited to the Brokerage
Account  shall  be  automatically  applied  to  purchase,  at  Company  expense,
additional  Shares from  the Company at  the fair  market  value (as  defined in
Article 6) of such Shares as of the business day immediately  preceding the date
of purchase, or on the open market at the market price at the time of  purchase,
and such additional shares shall be credited to the Brokerage Account.

         9.3    Notwithstanding the preceding  provisions of this Article or any
other  provision to the  contrary,  no Shares  shall be  purchased  hereunder or
credited to the Brokerage Account until the Plan is approved by the stockholders
of the Company as provided in Section 15.1.

                  ARTICLE 10 - EVIDENCE OF OWNERSHIP OF SHARES

         Following  the  Ending  Date of each  Offering,  the  Shares  that  are
purchased by each Participant  shall be recorded in book entry form and credited
to the Brokerage Account.

                             ARTICLE 11 - WITHDRAWAL

         11.1   A Participant may "Withdraw"  from an Offering, in whole but not
in part, by  notifying the Designated Person, in writing on a form acceptable to
the Committee,  in which event (i)  the Participant's  payroll deductions  shall
stop as soon as is reasonably  practicable following  receipt of such  notice by


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<PAGE>


the Designated Person, (ii) the Company shall refund the amount  credited to the
Participant's Payroll Deduction Account as soon as reasonably  practicable,  and
(iii) no Shares shall be purchased on behalf of the Participant  with respect to
such  Offering.  The notice  described  in this  Section must be received by the
Designated  Person prior to the deadline set by the Committee,  provided that if
the Committee fails to set such a deadline,  such notice must be received by the
Ending Date (or the immediately preceding business day if the Ending Date is not
a business day).

         11.2   An eligible employee who has previously  withdrawn from the Plan
may re-enter by complying with the Participation  requirements.  Upon compliance
with such requirements,  an employee's  re-entry into the Plan will be effective
as of the  Commencement  Date coinciding with or next following the satisfaction
of such requirements.

         11.3   A  Participant  hereunder  may  elect  at  any  time  on a  form
acceptable  to the Committee  (i) to have all or part of the  Shares credited to
the Brokerage  Account on his behalf  (including fractional Shares)  sold at the
Participant's expense and cash paid to the Participant, (ii) to have  any  whole
Shares transferred to the Participant's individual brokerage account established
at the Participant's expense, or (iii) to have a stock certificate issued to the
Participant  or his  designee  for any whole  Shares  credited to the  Brokerage
Account on his behalf.

                      ARTICLE 12 - RIGHTS NOT TRANSFERABLE

         No Participant shall be permitted to sell, assign, transfer, pledge, or
otherwise  dispose of or  encumber  such  Participant's  interest in the Payroll
Deduction  Account or any rights to purchase or to receive Shares under the Plan
other than by will or the laws of descent and distribution,  and such rights and
interests  shall  not be  subject  to,  a  Participant's  debts,  contracts,  or
liabilities.  If a  Participant  purports to make a  transfer,  or a third party
makes a claim in  respect of a  Participant's  rights or  interests,  whether by
garnishment,  levy,  attachment or otherwise,  such purported  transfer or claim
shall be treated as a Withdrawal.

                     ARTICLE 13 - TERMINATION OF EMPLOYMENT

         As  soon  as  reasonably   practicable   following   termination  of  a
Participant's  employment  with the Company or any of its  Subsidiaries  for any
reason whatsoever, including, but not limited to, by reason of death, disability
or  retirement,  (i) the amount  credited  to the Payroll  Deduction  Account on
behalf  of  the  Participant  shall  be  returned  to  the  Participant  or  the
Participant's Beneficiary,  as the case may be, subject to Section 15.1 and (ii)
the  Participant's  interest in the Brokerage Account shall be liquidated in the
manner described below. As part of the procedure to liquidate the  Participant's
interest in the Brokerage  Account,  the  Participant  may elect in writing on a
form  acceptable to the Committee and received by the  Designated  Person by the
deadline  set by the  Committee,  to have the number of Shares  credited  to the
Brokerage Account on behalf of the Participant sold at the Participant's expense
and cash paid to the  Participant,  or to have such  Shares  transferred  to the
Participant's  individual  brokerage  account  established at the  Participant's
expense.  If the Participant does not request a sale or transfer by the deadline
established  by the  Committee  or  requests to receive a stock  certificate,  a
certificate for the whole Shares credited to the Brokerage Account on his behalf
will be issued to the Participant and the Participant  will receive cash for any
fractional Shares credited to the Brokerage Account on his behalf.


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<PAGE>


                           ARTICLE 14 - ADMINISTRATION

         The Plan shall be administered by the Committee,  which may engage such
persons,  entities  or  agents  as it shall  deem  advisable  to  assist  in the
administration of the Plan. The Company may from time to time appoint or dismiss
members of the  Committee.  A majority  of the  members of the  Committee  shall
constitute  a quorum  and the acts of a  majority  of the  members  present at a
meeting or the  consent in writing  signed by all the  members of the  Committee
shall  constitute the acts of the Committee.  The Committee shall be vested with
full authority to make, administer,  and interpret such rules and regulations as
it deems necessary to administer the Plan, and any determination,  decision,  or
action of the Committee in  connection  with the  construction,  interpretation,
administration  or  application  of the Plan  shall be  final,  conclusive,  and
binding upon all parties,  including the Company,  the  Participants and any and
all persons that claim rights or interests  under or through a Participant.  The
Committee  may  delegate  all or  part  of its  authority  to one or more of its
members.

                          AMENDMENT 15 - MISCELLANEOUS

         15.1   Approval of the Plan. Notwithstanding any provision in this Plan
to the contrary,  if the Plan is not approved by the stockholders of the Company
within twelve (12) months after the Effective  Date of the Plan,  the balance of
each Participant's  Payroll Deduction Account shall be refunded in its entirety,
without  interest,  as soon as reasonably  practicable.  If an eligible employee
terminates  employment  after the Ending Date of any  Offering  but prior to the
approval of the Plan by the stockholders of the Company,  then such employee may
elect in  writing  on a form  acceptable  to the  Committee,  which form must be
received by the Designated Person by the deadline set by the Committee,  to have
the balance  credited to the Payroll  Deduction  Account on his behalf as of any
such  Ending  Date  retained  and  applied  to  purchase  Shares  following  the
subsequent  approval of the Plan by the stockholders of the Company, or returned
to the employee at a later date in the event the stockholders do not approve the
Plan. If such election is not timely made or if such employee  elects to receive
cash, such employee shall receive the balance credited to the Payroll  Deduction
Account  on his  behalf  as of any  such  Ending  Date  as  soon  as  reasonably
practicable after the passage of such deadline or making such election.

         15.2   Amendment or  Discontinuance of the Plan.  The Board shall  have
the right to amend, modify or terminate  the Plan at any  time  without  notice,
provided that (i) no Participant's existing rights under any Offering that is in
progress may be adversely affected thereby, and (ii) in the event that the Board
desires to retain the favorable tax treatment  under Sections 421 and 423 of the
Code,  no such  amendment  of the Plan shall  increase the number of Shares that
were reserved for issuance hereunder unless the Company's  shareholders  approve
such an increase.

         15.3   Changes in  Capitalization.  In  the  event  of  reorganization,
recapitalization,  stock split, stock dividend,  combination of shares,  merger,
consolidation, offerings of rights, or any other change in the capital structure
of the Company,  the number, kind and price of the Shares that are available for
purchase under the Plan and the number of Shares that an employee is entitled to
purchase  shall be  automatically  adjusted  to  reflect  the  change in capital
structure;  provided,  however,  that the Board shall retain the right to modify
any such adjustment in the manner it deems appropriate.


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<PAGE>


         15.4   Notices. All notices or other  communications  by a  Participant
under or in  connection  with the Plan,  including but not limited to Enrollment
Agreements,  shall be  deemed  to have  been duly  given  when  received  by the
Designated Person in the form specified by the Committee.

         15.5   Termination  of  the  Plan.  This  Plan  shall  terminate at the
earliest of the following:

                (a)  The  date  of the  filing  of a  "Statement  of  Intent  to
Dissolve"  by the  Company or the  effective  date of a merger or  consolidation
wherein  the Company is not to be the  surviving  corporation,  which  merger or
consolidation is not between or  among corporations affiliated with the Company;

                (b)  The date the Board acts to terminate the Plan; and

                (c)  The date  when all of the  Shares  that  were  reserved for
issuance hereunder have been purchased.

         Prior to  termination  of the Plan,  the  Company may change the Ending
Date of a pending  Offering.  Upon  termination  of the Plan,  the Company shall
refund to each Participant the remaining  amount credited to each  Participant's
Payroll Deduction Account after all purchases have been made.

         15.6   Notice of, and Limitations on Sale of Stock Purchased  Under the
Plan.  The Plan is intended to provide Shares for investment and not for resale.
The Company does not,  however,  intend to restrict or influence  the conduct of
any employee's affairs beyond established Company policies.  A current or former
Participant may, therefore, sell Shares that are purchased under the Plan at any
time at his expense,  subject to compliance with any applicable federal or state
securities  laws and  Company  policies.  Each  current  and former  Participant
assumes the risk of any market  fluctuations  in the price of the  Shares.  Each
current or former  Participant  must  notify the Company of any  disposition  of
Shares  purchased under this Plan that is described in Section  423(a)(1) of the
Code,  which is any disposition  within two years after the date of grant of the
option to purchase or any disposition  within one year after the transfer of the
Share to him.

         15.7   Governmental  Regulation. The  Company's  obligation to sell and
deliver Shares under this Plan is subject to any  governmental  approval that is
required in connection with the authorization,  issuance or sale of such Shares.

         15.8   No   Employment  Rights.   This  Plan  does  not,  directly   or
indirectly, create in any employee  or class of employees any right with respect
to continuation of employment by the  Company,  and it shall  not be  deemed  to
interfere in any way with the Company's right to terminate, or otherwise modify,
an employee's employment at any time.

         15.9   Governing  Law. The law of the state of Kansas  shall govern all
matters  that relate to this Plan except to the extent it is  superseded  by the
laws of the United States.

         15.10  Text of Plan Documents Controls. Titles of Articles and Sections
in this Plan are inserted for  convenience of reference only and in the event of
any  conflict,  the text of this  instrument,  rather  than such  titles,  shall
control.


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<PAGE>


         15.11  Non-gender Clause.  Any words herein used in the masculine shall
read and be construed in the  feminine  where they would so apply.  Words in the
singular  shall be read and be  construed  as though  used in the  plural in all
cases where they would so apply.

         IN WITNESS WHEREOF, Applebee's International, Inc. has caused this Plan
to be adopted effective as of January 1, 1997.

                                    APPLEBEE'S INTERNATIONAL, INC.
                                    "Company"


                                    By: /s/ Abe J. Gustin, Jr.
                                       -----------------------------------------
                                    Title:  Chairman and Chief Executive Officer
                                          --------------------------------------




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<PAGE>



                                 FIRST AMENDMENT

                         APPLEBEE'S INTERNATIONAL, INC.

                          EMPLOYEE STOCK PURCHASE PLAN


         WHEREAS,  by  written  instrument  effective  as of  January  1,  1997,
Applebee's   International,   Inc.  (the   "Company")   adopted  the  Applebee's
International,  Inc. Employee Stock Purchase Plan (the "Plan") for the exclusive
benefit of its eligible employees; and

         WHEREAS,  the Board of Directors of the Company (the "Board")  reserved
the right to amend the Plan from time to time,  subject to certain  restrictions
specified in Section 15.2 of the Plan which are not applicable; and

         WHEREAS,  the  Board  now  desires  to  amend  the  Plan in the  manner
hereinafter set forth.

         NOW, THEREFORE, the Plan is amended as follows:

         1.   Effective January 1, 2001, "Article 3 - Eligibility" is amended in
its entirety to read as follows:

              "Any  regular  employee of the Company or any of its  Subsidiaries
         shall be eligible  to  participate  in the Plan as of the  Commencement
         Date coinciding with or next following his date of hire. If an employee
         terminates  employment with the Company or any of its  Subsidiaries and
         is  subsequently  rehired,  he shall be eligible to  participate in the
         Plan as of the Commencement  Date coinciding with or next following his
         rehire date."

         2.   Effective July 1, 2001, "Article 6 - Purchase Price" is amended by
inserting "85%" in lieu of each reference to "90%" thereunder.

         3.   Effective January 1, 2001,  Section 8.3 is amended in its entirety
to read as follows:

              "8.3 Commencing with respect to the first payroll period beginning
         on or after the  Plan's  Effective  Date,  a  Participant's  authorized
         payroll  deductions shall be deducted from each paycheck paid during an
         Offering and shall  continue  until  changed by the  Participant  or by
         amendment  or  termination  of this Plan.  A  Participant  may elect to
         increase or decrease his authorized payroll deductions  effective as of
         January 1, April 1, July 1, or October 1 of each year upon prior notice
         acceptable to the Company.  Except for a Withdrawal and  discontinuance
         of payroll  deductions  permitted under this Plan, no change in payroll
         deductions  may be  effective  on a date other than January 1, April 1,
         July 1, or October 1, including without  limitation,  any change in the
         amount or rate of payroll deductions during an Offering."


<PAGE>


         4.   The provisions of this Amendment are effective as of the dates set
forth herein. In all other respects, the Plan shall remain unchanged.

                         *******************************





<PAGE>




         IN WITNESS  WHEREOF,  the Company has executed this Amendment as of the
15th day of December, 2000.

                                    APPLEBEE'S INTERNATIONAL, INC.
                                    "Company"


                                    By: /s/ Lloyd Hill
                                       -----------------------------------------
                                    Title:  Chairman and Chief Executive Officer
                                          --------------------------------------




<PAGE>


                                SECOND AMENDMENT

                         APPLEBEE'S INTERNATIONAL, INC.

                          EMPLOYEE STOCK PURCHASE PLAN



         WHEREAS,  by  written  instrument  effective  as of  January  1,  1997,
Applebee's   International,   Inc.  (the   "Company")   adopted  the  Applebee's
International,  Inc. Employee Stock Purchase Plan (the "Plan") for the exclusive
benefit of its eligible employees; and

         WHEREAS,  the Board of Directors of the Company (the "Board")  reserved
the right to amend the Plan from time to time,  subject to certain  restrictions
specified in Section 15.2 of the Plan; and

         WHEREAS,  the  Board  now  desires  to  amend  the  Plan in the  manner
hereinafter set forth.

         NOW, THEREFORE, effective as of August 30, 2001, the Plan is amended as
follows:

         2.   Section 2.14,  "Pay,"  is  amended  in  its  entirety to  read  as
follows:

              "2.14 "Pay" means and includes (i) a Participant's  regular salary
         or  earnings;   (ii)  a  Participant's   overtime  pay;  (iii)  bonuses
         designated  by the bonus  plan  pursuant  to which the bonus is paid as
         being  eligible to be used to purchase  Shares under this Plan and (iv)
         bonuses  designated  by the  Committee as being  eligible to be used to
         purchase  Shares  under this Plan.  "Pay"  shall not  include any other
         compensation,   taxable  or  otherwise,  including  without  limitation
         employee  tips,  moving/relocation  expenses,  imputed  income,  option
         income, tax-gross-ups and taxable benefits."

         2.   The first sentence of Section  7.2 is  replaced with the following
two sentences:

              "The aggregate,  available number of Shares  originally  available
         for offer under the Plan was two hundred thousand (200,000),  which has
         been adjusted to three hundred thousand  (300,000)  pursuant to Section
         15.3.  Effective  August 30, 2001,  three  hundred  thousand  (300,000)
         additional  shares will be available  for offer under this Plan so that
         the maximum,  aggregate  number of Shares available for offer under the
         Plan is six hundred thousand (600,000)."

         3.   A new Section 8.5 is added to the Plan and reads as follows:

              "A   Participant   who  timely  files  an   Enrollment   Agreement
         authorizing  the Company to start,  stop,  increase,  or  decrease  his
         payroll  deductions  shall have  thirty  (30) days from the date of the
         first regular payroll check that such  modification was to be effective
         to advise the Designated  Person in writing that his payroll  deduction


<PAGE>


         was not  properly  implemented.  If a  Participant  fails to inform the
         Designated Person within such thirty (30) day period,  such Participant
         shall be deemed to have elected  whatever amount  (including zero) that
         has been and is being deducted from his paycheck."

         4.   The provisions of this Amendment are effective as of the dates set
forth herein. In all other respects, the Plan shall remain unchanged.

                         *******************************




<PAGE>




         IN WITNESS  WHEREOF,  the Company has executed this Amendment as of the
7th day of September, 2001.

                                    APPLEBEE'S INTERNATIONAL, INC.
                                    "Company"


                                    By: /s/ Lloyd Hill
                                       -----------------------------------------
                                    Title:  Chairman and Chief Executive Officer
                                          --------------------------------------




<PAGE>


                                 THIRD AMENDMENT

                         APPLEBEE'S INTERNATIONAL, INC.

                          EMPLOYEE STOCK PURCHASE PLAN



         WHEREAS,  by  written  instrument  effective  as of  January  1,  1997,
Applebee's   International,   Inc.  (the   "Company")   adopted  the  Applebee's
International,  Inc. Employee Stock Purchase Plan (the "Plan") for the exclusive
benefit of its eligible employees; and

         WHEREAS,  the Board of Directors of the Company (the "Board")  reserved
the right to amend the Plan from time to time,  subject to certain  restrictions
specified in Section 15.2 of the Plan; and

         WHEREAS,  the  Board  now  desires  to  amend  the  Plan in the  manner
hereinafter set forth.

         NOW, THEREFORE, effective as of January 1, 2003, the Plan is amended as
follows:

         3.   Section 8.1 is amended in its entirety to read as follows:

              "8.1 At the  time  the  Enrollment  Agreement  is  filed  with the
         Designated Person and for so long as a Participant  participates in the
         Plan,  each  Participant  may  authorize  the  Company to make  payroll
         deductions of either (a) a fixed dollar amount per pay period; or (b) a
         whole  percentage (in 1%  increments) of Pay per pay period,  provided,
         however,  that the Participant may make a different percentage election
         with respect to bonus Pay than his percentage  election with respect to
         other types of Pay. Notwithstanding the foregoing, no payroll deduction
         (whether  elected in a fixed dollar amount or percentage  amount) shall
         exceed 15% of Pay per pay period. The Committee, in its discretion, may
         establish  from time to time a minimum  fixed dollar  deduction  that a
         Participant must authorize under this Plan; provided,  however,  that a
         Participant's  existing  rights  under any  Offering  that has  already
         commenced may not be adversely affected thereby."

         2.   The provisions of this Amendment are effective as of the dates set
forth herein. In all other respects, the Plan shall remain unchanged.

                         *******************************



<PAGE>




         IN WITNESS  WHEREOF,  the Company has executed this Amendment as of the
21st day of June, 2002.

                                    APPLEBEE'S INTERNATIONAL, INC.
                                    "Company"


                                    By: /s/ Robert T. Steinkamp
                                       -----------------------------------------
                                    Title:  Vice President and General Counsel
                                          --------------------------------------




<PAGE>


                                FOURTH AMENDMENT

                         APPLEBEE'S INTERNATIONAL, INC.

                          EMPLOYEE STOCK PURCHASE PLAN



         WHEREAS,  by  written  instrument  effective  as of  January  1,  1997,
Applebee's   International,   Inc.  (the   "Company")   adopted  the  Applebee's
International,  Inc. Employee Stock Purchase Plan (the "Plan") for the exclusive
benefit of its eligible employees; and

         WHEREAS,  the Board of Directors of the Company (the "Board")  reserved
the right to amend the Plan from time to time,  subject to certain  restrictions
specified in Section 15.2 of the Plan; and

         WHEREAS,  the  Board  now  desires  to  amend  the  Plan in the  manner
hereinafter set forth.

         NOW, THEREFORE,  effective as of February 17, 2004, the Plan is amended
as follows:

         4.   The second sentence of Section  8.1 is amended in its  entirety to
read as follows:

              "Notwithstanding  the  foregoing,  no payroll  deduction  (whether
         elected in a fixed dollar amount or percentage amount) shall exceed the
         percentage of Pay determined by the Committee."

         2.   The provisions of this Amendment are effective as of the dates set
forth herein. In all other respects, the Plan shall remain unchanged.

                         *******************************



<PAGE>




         IN WITNESS  WHEREOF,  the Company has executed this Amendment as of the
17th day of February, 2004.

                                    APPLEBEE'S INTERNATIONAL, INC.
                                    "Company"


                                    By: /s/ Rebecca R. Tilden
                                       -----------------------------------------
                                   Title:  Vice President and General Counsel
                                         ---------------------------------------




<PAGE>


                               FIFTH AMENDMENT TO
                         APPLEBEE'S INTERNATIONAL, INC.
                          EMPLOYEE STOCK PURCHASE PLAN


         THIS FIFTH  AMENDMENT  is adopted this 9th day of  December,  2004,  by
Applebee's International, Inc., a Delaware corporation.

         WHEREAS,  Applebee's  International,  Inc. (the "Company")  adopted the
Applebee's  International,  Inc. Employee Stock Purchase Plan (the "Plan"), with
the Plan intended to qualify as an "employee  stock purchase plan" under Section
423 of the Internal Revenue Code;

         WHEREAS, the Plan permits eligible employees of the Company to purchase
the common stock of the Company at a discount from its trading price on NASDAQ;

         WHEREAS,  the Company  now desires to increase  the number of shares of
common stock of the Company available for purchase under the Plan;

         NOW, THEREFORE, the Plan is amended as follows:

         1.   The first  sentence of Section  7.2 is replaced with the following
two sentences:

              "The  aggregate  number of Shares  originally  available for offer
         under  the Plan was two  hundred  thousand  (200,000),  which  has been
         adjusted from time to time pursuant to Section 15.3 and increased  from
         time to time by amendments to the Plan. The maximum,  aggregate  number
         of Shares  available  for offer under the Plan prior to January 1, 2005
         is 1,350,000.  Effective  January 1, 2005,  500,000  additional  shares
         shall be  available  for offer  under  this  Plan so that the  maximum,
         aggregate  number  of  Shares  available  for  offer  under the Plan is
         1,850,000"

         2.   This Fifth Amendment shall be effective January 1, 2005.

         3.   Except  as  provided  above,  the  Plan  is  hereby  ratified  and
confirmed.

         IN  WITNESS  WHEREOF,  the  Company  has  hereby  executed  this  Fifth
Amendment this 9th day of December, 2004.


                                    APPLEBEE'S INTERNATIONAL, INC.


                                    By: /s/ Rebecca R. Tilden
                                       -----------------------------------------
                                    Title: Vice President and General Counsel