AMENDMENT TO APPLEBEE'S INTERNATIONAL, INC.
                 AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN


    This  amendment  is  executed  this  11th day of May,  2006,  by  Applebee's
International, Inc. (the "Company").

    WHEREAS, the Company has adopted the Applebee's International,  Inc. Amended
and Restated 1995 Equity Incentive Plan (the "Plan");

    WHEREAS, the Company desires to amend the Plan to revise the tax withholding
provisions to comply with applicable accounting rules; and

    WHEREAS,  in accordance  with  Section 12.1 of the Plan, this Amendment does
not require the approval of the stockholders of the Company.

    NOW, THEREFORE,  effective as of May 11, 2006, the Plan is hereby amended as
follows:

    1. Sections 13.1 and 13.2 are amended to read in their entirety as follows:

    13.1 Withholding  Requirements.  Prior to the delivery of any Shares or cash
pursuant to an Award (or the exercise thereof), the Company shall have the power
and the right to deduct or withhold,  or require a  Participant  to remit to the
Company,  an amount  that does not  exceed  the  minimum  statutory  withholding
required by Federal (including FICA), state and local tax authorities, including
the   Participant's   share  of  payroll  taxes  that  are  applicable  to  such
supplemental taxable income.

    13.2  Withholding  Arrangements.  The Committee,  in its sole discretion and
pursuant to such  procedures  as it may specify from time to time,  may permit a
Participant to satisfy such tax withholding obligation,  in whole or in part, by
(a) electing  to have the Company  withhold  otherwise  deliverable  Shares,  or
(b) delivering to the Company Shares then owned by the Participant having a Fair
Market  Value  equal to the amount  required to be  withheld.  The amount of the
withholding  requirement  shall not exceed  the  minimum  statutory  withholding
required by Federal (including FICA), state and local tax authorities, including
the   Participant's   share  of  payroll  taxes  that  are  applicable  to  such
supplemental  taxable income. The Fair Market Value of the Shares to be withheld
or delivered  shall be  determined as of the date that the taxes are required to
be withheld.


IN WITNESS WHEREOF, the company has caused this Plan to be adopted as of May 11,
2006.

                                        APPLEBEE'S INTERNATIONAL, INC.
                                        "Company"

                                        By: /s/ Rebecca Tilden
                                           --------------------------
                                        Title:  Vice President
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