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:

         1.       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.

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         IN WITNESS  WHEREOF,  the Company has executed  this  Amendment  as  of
the ____ day of  _________________, 2002.

                                        APPLEBEE'S INTERNATIONAL, INC.
                                        "Company"


                                     By:
                                         ---------------------------------------
                                  Title:
                                         ---------------------------------------

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                              SUMMARY OF AMENDMENTS

1.       Section  8.1  is  amended  to  allow participants  to make a  different
         percentage  election with  respect to bonus  pay than their  percentage
         election with respect to other types of pay.



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