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                                                                   EXHIBIT 4.1.1

                     Amendment to 1999 Stock Incentive Plan

Section 4.1 of the CKE Restaurants, Inc. 1999 Stock Incentive Plan is hereby
amended in its entirety to read as follows:


         4.1 SHARES SUBJECT TO THE PLAN. A total of 6,650,000 shares of Common
         Stock, plus, on the date of each annual meeting of the stockholders an
         additional 350,000 shares of Common Stock, may be issued under the Plan
         subject to adjustment as to the number and kind of shares pursuant to
         Section 4.2 hereof. For purposes of this limitation, in the event that
         (a) all or any portion of any Option or Right to Purchase granted or
         offered under the Plan can no longer under any circumstances be
         exercised, or (b) any shares of Common Stock are reacquired by the
         Company pursuant to an Incentive Option Agreement, Nonqualified Option
         Agreement or Stock Purchase Agreement (including shares received as
         payment of Exercise Price), the shares of Common Stock allocable to the
         unexercised portion of such Option or such Right to Purchase, or the
         shares so reacquired, shall again be available for grant or issuance
         under the Plan.