1


                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                                ____________

                                  FORM 8-K

                               CURRENT REPORT


                   Pursuant to Section 13 or 15(d) of the

                      Securities Exchange Act of 1934 


                           _____________________



              Date of Report (Date of earliest event reported)
                              January 30, 1996



                        Brinker International, Inc.                        
           (Exact name of registrant as specified in its charter)



   Delaware                    1-10275                     75-1914582    
 (State of            (Commission File Number)        (IRS Employer
incorporation)                                        Identification No.)



     6820 LBJ Freeway, Dallas, Texas                         75240     
(Address of principal executive offices)                  (Zip Code)



                               (214) 980-9917         
                      (Registrant's telephone number,
                            including area code)


                                    N/A                                    
       (Former name or former address, if changed since last report)

 2

Items 1-4. Not Applicable.

Item 5.     Other Events.

                         DESCRIPTION OF TRANSACTION

            On January 30, 1996, the Board of Directors of Brinker
International, Inc., a Delaware corporation (the "Company"), declared a
dividend payable February 9, 1996 of one right (a "Right") for each
outstanding share of common stock, par value $0.10 per share ("Common
Stock"), of the Company held of record at the close of business on
February 9, 1996 (the "Record Time"), or issued thereafter and prior to the
Separation Time (as hereinafter defined) and thereafter pursuant to options
and convertible securities outstanding at the Separation Time.  The Rights
were issued pursuant to a Stockholder Protection Rights Agreement, dated as
of January 30, 1996 (the "Rights Agreement"), between the Company and
Chemical Mellon Shareholder Services Group, L.L.C., as Rights Agent (the
"Rights Agent").  Each Right entitles its registered holder to purchase
from the Company, after the Separation Time, one share of Common Stock for
$60 (the "Exercise Price"), subject to adjustment.

            The Rights will be evidenced by the Common Stock certificates
until the close of business on the earlier of (either, the "Separation
Time") (i) the tenth business day (or such later date as the Board of
Directors of the Company may from time to time fix by resolution adopted
prior to the Separation Time that would otherwise have occurred) after the
date on which any Person (as defined in the Rights Agreement) commences a
tender or exchange offer which, if consummated, would result in such
Person's becoming an Acquiring Person, as defined below, and (ii) the Stock
Acquisition Date (as defined herein) or such later date as the Board of
Directors may determine prior to such date (the "Flip-in Date"); provided
that if the foregoing results in the Separation Time being prior to the
Record Time, the Separation Time shall be the Record Time; and provided
further that if a tender or exchange offer referred to in clause (i) is
cancelled, terminated or otherwise withdrawn prior to the Separation Time
without the purchase of any shares of Common Stock pursuant thereto, such
offer shall be deemed never to have been made.  An Acquiring Person is any
Person having Beneficial Ownership (as defined in the Rights Agreement) of
15% or more of the outstanding shares of Common Stock, which term shall not
include (i) the Company, any wholly-owned subsidiary of the Company or any
employee stock ownership or other employee benefit plan of the Company,
(ii) any person who shall become the Beneficial 

 3

Owner of 15% or more of the outstanding Common Stock (or in the case of a
person described in (iii) below and to whom (iii) applies, a percentage of
the outstanding shares of Common Stock in excess of such Person's Maximum
Share Percentage (as defined below)) solely as a result of an acquisition
of Common Stock by the Company, until such time as such Person acquires any
additional shares of Common Stock, other than through a dividend or stock
split, (iii) any person who was the Beneficial Owner of 10% or more of the
outstanding Common Stock on January 30, 1996 until such time as any such
person becomes the Beneficial Owner (other than by means of a stock
dividend or stock split) of a percentage of the outstanding shares of
Common Stock in excess of such Person's Maximum Share Percentage, provided
that this exclusion from the definition of Acquiring Person will cease to
apply to any person who becomes (for any reason, including as a result of
the issuance by the Company of additional shares of Common Stock) the
Beneficial Owner of less than 10% of the outstanding Common Stock (iv) any
Person who shall become the Beneficial Owner of 15% or more of the
outstanding shares of Common Stock (or, in the case of a Person described
in (iii) above and to whom (iii) applies, a percentage of outstanding
shares of Common Stock in excess of such Person's Maximum Share Percentage)
but who acquired Beneficial Ownership of shares of Common Stock without any
plan or intent to seek or affect control of the Company if such Person
promptly enters into an irrevocable written commitment with the Company
promptly to divest and thereafter promptly divests sufficient securities
such that such Person ceases to be the Beneficial Owner of 15% or more of
the outstanding shares of Common Stock (or, in the case of a Person
described in (iii) above and to whom (iii) applies, a percentage of
outstanding shares of Common Stock in excess of such Person's Maximum Share
Percentage) or (v) any Person who Beneficially Owns shares of Common Stock
consisting solely of (A) shares acquired pursuant to the grant or exercise
of an option granted by the Company in connection with an agreement to
merge with, or acquire, the Company entered into prior to a Flip-in Date,
(B) shares of Common Stock (or securities convertible into, exchangeable
into or receivable for Common Stock) owned by such Person and its
Affiliates and Associates (as such terms are defined in the Rights
Agreement) at the time of such grant and (C) shares of Common Stock,
amounting to less than 1% of the outstanding Common Stock, acquired by
Affiliates and Associates of such Person after the time of such grant.  For
purposes of the Rights Agreement, "Maximum Share Percentage" means, in the
case of a Person described in clause (iii) of the preceding sentence, the
lesser of (a) the sum of 5% and such Person's Grandfathered Share
Percentage (as defined below) and (b) 20% and "Grandfathered Share
Percentage" 

 4

means, in the case of any Person described in clause (iii) of the preceding
sentence, the percentage of the outstanding shares of Common Stock
Beneficially Owned by such Person on January 30, 1996.  The Rights Agree-
ment provides that, until the Separation Time, the Rights will be trans-
ferred with and only with the Common Stock.  Common Stock certificates
issued after the Record Time but prior to the Separation Time shall
evidence one Right for each share of Common Stock represented thereby and
shall contain a legend incorporating by reference the terms of the Rights
Agreement (as such may be amended from time to time).  Notwithstanding the
absence of the aforementioned legend, certificates evidencing shares of
Common Stock outstanding at the Record Time shall also evidence one Right
for each share of Common Stock evidenced thereby.  Promptly following the
Separation Time, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of Common Stock at the
Separation Time.

            The Rights will not be exercisable until the Business Day (as
defined in the Rights Agreement) following the Separation Time.  The Rights
will expire on the earliest of (i) the Exchange Time (as defined below),
(ii) the close of business on February 9, 2006, (iii) the date on which the
Rights are redeemed as described below and (iv) upon the merger of the
Company into another corporation pursuant to an agreement entered into
prior to the Flip-in Date (in any such case, the "Expiration Time").

            The Exercise Price and the number of Rights outstanding, or in
certain circumstances the securities purchasable upon exercise of the
Rights, are subject to adjustment from time to time to prevent dilution in
the event of a Common Stock dividend on, or a subdivision or a combination
into a smaller number of shares of, Common Stock, or the issuance or
distribution of any securities or assets in respect of, in lieu of or in
exchange for Common Stock.

            In the event that prior to the Expiration Time a Flip-in Date
occurs, each Right (other than Rights Beneficially Owned by the Acquiring
Person or any Affiliate or Associate thereof, which Rights shall become
void) shall constitute the right to purchase from the Company, upon the
exercise thereof in accordance with the terms of the Rights Agreement, that
number of shares of Common Stock of the Company having an aggregate Market
Price (as defined in the Rights Agreement), on the date of the public
announcement by the Company or by an Acquiring Person (including by means
of filing a Schedule 13D or Schedule 13G under the Securities Exchange Act
of 1934, as amended (or any comparable or 

 5

successor report or schedule) or an amendment thereto) of an Acquiring
Person's becoming such (the "Stock Acquisition Date") that gave rise to the
Flip-in Date, equal to twice the Exercise Price for an amount in cash equal
to the then current Exercise Price.  In addition, the Board of Directors of
the Company may, at its option, at any time after a Flip-in Date and prior
to the time that an Acquiring Person becomes the Beneficial Owner of more
than 50% of the outstanding shares of Common Stock, elect to exchange all
(but not less than all) the then outstanding Rights (other than Rights
Beneficially Owned by the Acquiring Person or any Affiliate or Associate
thereof, which Rights become void) for shares of Common Stock at an
exchange ratio of one share of Common Stock per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date of the Separation Time (the "Exchange Ratio"). 
Immediately upon such action by the Board of Directors (the "Exchange
Time"), the right to exercise the Rights will terminate and each Right will
thereafter represent only the right to receive a number of shares of Common
Stock equal to the Exchange Ratio.

            In the event that prior to the Expiration Time the Company
enters into, consummates or permits to occur a transaction or series of
transactions after the time an Acquiring Person has become such in which,
directly or indirectly, (i) the Company shall consolidate or merge or
participate in a binding share exchange with any other Person if, at the
time of the consolidation, merger or share exchange or at the time the
Company enters into an agreement with respect to such consolidation, merger
or share exchange, the Acquiring Person Controls (as defined in the Rights
Agreement) the Board of Directors of the Company and either (A) any term of
or arrangement concerning the treatment of shares of capital stock in such
merger, consolidation or share exchange relating to the Acquiring Person is
not identical to the terms and arrangements relating to other holders of
Common Stock or (B) the Person with whom the transaction or series of
transactions occurs is the Acquiring Person or an Affiliate or Associate of
the Acquiring Person or (ii) the Company shall sell or otherwise transfer
(or one or more of its subsidiaries shall sell or otherwise transfer)
assets (A) aggregating more than 50% of the assets (measured by either book
value or fair market value) or (B) generating more than 50% of the
operating income or cash flow, of the Company and its subsidiaries (taken
as a whole) to any other Person (other than the Company or one or more of
its wholly owned subsidiaries) or to two or more such Persons which are
affiliated or otherwise acting in concert, if, at the time of such sale or
transfer of assets or at the time the Company (or any such 

 6

subsidiary) enters into an agreement with respect to such sale or transfer,
the Acquiring Person Controls the Board of Directors of the Company (a
"Flip-over Transaction or Event"), the Company shall take such action as
shall be necessary to ensure, and shall not enter into, consummate or
permit to occur such Flip-over Transaction or Event until it shall have
entered into a supplemental agreement with the Person engaging in such
Flip-over Transaction or Event or the parent corporation thereof (the
"Flip-over Entity"), for the benefit of the holders of the Rights,
providing, that upon consummation or occurrence of the Flip-over
Transaction or Event (i) each Right shall thereafter constitute the right
to purchase from the Flip-over Entity, upon exercise thereof in accordance
with the terms of the Rights Agreement, that number of shares of capital
stock of the Flip-over Entity having an aggregate Market Price on the date
of consummation or occurrence of such Flip-over Transaction or Event equal
to twice the Exercise Price for an amount in cash equal to the then current
Exercise Price and (ii) the Flip-over Entity shall thereafter be liable
for, and shall assume, by virtue of such Flip-over Transaction or Event and
such supplemental agreement, all the obligations and duties of the Company
pursuant to the Rights Agreement.  For purposes of the foregoing
description, the term "Acquiring Person" shall include any Acquiring Person
and its Affiliates and Associates counted together as a single Person.

            The Board of Directors of the Company may, at its option, at
any time prior to the Flip-in Date, redeem all (but not less than all) the
then outstanding Rights at a price of $.01 per Right (the "Redemption
Price"), as provided in the Rights Agreement.  Immediately upon the action
of the Board of Directors of the Company electing to redeem the Rights,
without any further action and without any notice, the right to exercise
the Rights will terminate and each Right will thereafter represent only the
right to receive the Redemption Price in cash for each Right so held.

            The holders of Rights will, solely by reason of their ownership
of Rights, have no rights as stockholders of the Company, including,
without limitation, the right to vote or to receive dividends.

            The Rights will not prevent a takeover of the Company. 
However, the Rights may cause substantial dilution to a person or group
that becomes an Acquiring Person unless the Rights are first redeemed by
the Board of Directors of the Company.  Nevertheless, the Rights should not
interfere with a transaction that is in the best interests of the Company
and its stockholders because the Rights can be 

 7

redeemed on or prior to the Flip-in Date, before the consummation of such
transaction.

            As of January 26, 1996 there were 76,617,483 shares of Common
Stock issued (of which 76,617,483 shares were outstanding and 0 shares were
held in treasury) and 10,779,489 shares reserved for issuance pursuant
to employee benefit plans.  As long as the Rights are attached to the
Common Stock, the Company will issue one Right with each new share of
Common Stock so that all such shares will have Rights attached.

            The Rights Agreement (which includes as Exhibit A the forms of
Rights Certificate and Election to Exercise) is attached hereto as an
exhibit and is incorporated herein by reference.  The foregoing description
of the Rights is qualified in its entirety by reference to the Rights
Agreement and such exhibit thereto.

Item 6.     Not Applicable.

Item 7.     Exhibits.

    (4)     Rights Agreement, which includes as Exhibit A the forms of
            Rights Certificate and Election to Exercise.

   (99)     Press release, dated January 30, 1996, issued by the Company.

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                               SIGNATURE


            Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                                    BRINKER INTERNATIONAL, INC.



                                    By /s/ Ronald A. McDougall                 
                                       Name:  Ronald A. McDougall
                                       Title: President and Chief
                                              Executive Officer



Date:  January 30,  1996


 COVER PAGE








                  STOCKHOLDER PROTECTION RIGHTS AGREEMENT

                                dated as of

                              January 30, 1996

                                  between

                        BRINKER INTERNATIONAL, INC.

                                    and

                CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.


                              as Rights Agent




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                  STOCKHOLDER PROTECTION RIGHTS AGREEMENT

                             Table of Contents

                                                                       Page


                                 Article I
                            CERTAIN DEFINITIONS

Section 1.1     Certain Definitions .................................    2


                                 Article II
                                 THE RIGHTS

Section 2.1     Summary of Rights ...................................   14
Section 2.2     Legend on Common Stock
                  Certificates ......................................   14
Section 2.3     Exercise of Rights; 
                  Separation of Rights ..............................   15
Section 2.4     Adjustments to Exercise Price;
                  Number of Rights ..................................   19
Section 2.5     Date on Which Exercise is 
                  Effective .........................................   21
Section 2.6     Execution, Authentication, Delivery
                  and Dating of Rights 
                  Certificates ......................................   22
Section 2.7     Registration, Registration of 
                  Transfer and Exchange .............................   23
Section 2.8     Mutilated, Destroyed, Lost and 
                  Stolen Rights Certificates ........................   25
Section 2.9     Persons Deemed Owners ...............................   26
Section 2.10    Delivery and Cancellation of 
                  Certificates ......................................   27
Section 2.11    Agreement of Rights Holders .........................   27


                                Article III
                 ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF 
                            CERTAIN TRANSACTIONS

Section 3.1     Flip-in .............................................   28
Section 3.2     Flip-over ...........................................   33


 ii
                                                                       Page

                                 Article IV
                              THE RIGHTS AGENT

Section 4.1     General .............................................   34
Section 4.2     Merger or Consolidation or Change of
                  Name of Rights Agent ..............................   35
Section 4.3     Duties of Rights Agent ..............................   37
Section 4.4     Change of Rights Agent ..............................   40


                                 Article V
                               MISCELLANEOUS

Section 5.1     Redemption ..........................................   42
Section 5.2     Expiration ..........................................   43
Section 5.3     Issuance of New Rights
                  Certificates ......................................   43
Section 5.4     Supplements and Amendments ..........................   45
Section 5.5     Fractional Shares ...................................   45
Section 5.6     Rights of Action ....................................   46
Section 5.7     Holder of Rights Not Deemed a
                  Stockholder .......................................   46
Section 5.8     Notice of Proposed Actions ..........................   46
Section 5.9     Notices .............................................   48
Section 5.10    Suspension of Exercisability ........................   49
Section 5.11    Costs of Enforcement ................................   49
Section 5.12    Successors ..........................................   50
Section 5.13    Benefits of this Agreement ..........................   50
Section 5.14    Determination and Actions by 
                  the Board of Directors, etc. ......................   50
Section 5.15    Descriptive Headings ................................   51
Section 5.16    Governing Law .......................................   51
Section 5.17    Counterparts ........................................   51
Section 5.18    Severability ........................................   51


                                  EXHIBIT

Exhibit A         Form of Rights Certificate
                    (Together with Form of 
                    Election to Exercise)

 1

                  STOCKHOLDER PROTECTION RIGHTS AGREEMENT


            STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time

to time, this "Agreement"), dated as of January 30, 1996, between Brinker

International, Inc., a Delaware corporation (the "Company"), and Chemical

Mellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent",

which term shall include any successor Rights Agent hereunder).

                                WITNESSETH:

            WHEREAS, the Board of Directors of the Company has

(a) authorized and declared a dividend of one right ("Right") in respect of

each share of Common Stock (as hereinafter defined) held of record as of

the close of business on February 9, 1996 (the "Record Time") and (b) as

provided in Section 2.4, authorized the issuance of one Right in respect of

each share of Common Stock issued after the Record Time and prior to the

Separation Time (as hereinafter defined) and, to the extent provided in

Section 5.3, each share of Common Stock issued after the Separation Time;

            WHEREAS, subject to the terms and conditions hereof, each Right

entitles the holder thereof, after the Separation Time, to purchase

securities of the Company (or, in certain cases, of certain other

entities); and

            WHEREAS, the Company desires to appoint the Rights Agent to act

on behalf of the Company, and the Rights Agent 

 2

is willing so to act, in connection with the issuance, transfer, exchange

and replacement of Rights Certificates (as hereinafter defined), the

exercise of Rights and other matters referred to herein;

            NOW THEREFORE, in consideration of the premises and the

respective agreements set forth herein, the parties hereby agree as

follows:


                                 ARTICLE I

                            CERTAIN DEFINITIONS

            1.1   Certain Definitions.  For purposes of this Agreement, the

following terms have the meanings indicated:

            "Acquiring Person" shall mean any Person who is a Beneficial

Owner of 15% or more of the outstanding shares of Common Stock; provided,

however, that the term "Acquiring Person" shall not include any Person

(i) who shall become the Beneficial Owner of 15% or more of the outstanding

shares of Common Stock (or, in the case of a Person described in clause

(ii) of this paragraph and to whom such clause (ii) applies, a percentage

of the outstanding shares of Common Stock in excess of such Person's

Maximum Share Percentage) solely as a result of an acquisition by the

Company of shares of Common Stock, until such time thereafter as any such

Person shall become the Beneficial Owner (other than by means of a stock

dividend or stock split) of any additional shares of Common Stock, (ii) who

is

 3

the Beneficial Owner of 10% or more of the outstanding shares of Common

Stock on the date of this Agreement, until such time hereafter as any such

Person shall become the Beneficial Owner (other than by means of a stock

dividend or stock split) of a percentage of the outstanding shares of

Common Stock in excess of such Person's Maximum Share Percentage; provided,

however, that this clause (ii) shall cease to apply to any Person who is

the Beneficial Owner of 10% or more of the outstanding shares of Common

Stock on the date of this Agreement but who shall subsequently become, for

any reason, including as a result of the issuance by the Company of

additional shares of Common Stock, the Beneficial Owner of less than 10% of

the outstanding shares of Common Stock, (iii) who shall become the

Beneficial Owner of 15% or more of the outstanding shares of Common Stock

(or, in the case of a Person described in clause (ii) of this paragraph and

to whom such clause (ii) applies, a percentage of outstanding shares of

Common Stock in excess of such Person's Maximum Share Percentage) but who

acquired Beneficial Ownership of shares of Common Stock without any plan or

intention to seek or affect control of the Company, if such Person promptly

enters into an irrevocable written commitment promptly to divest, and

thereafter promptly divests (without exercising or retaining any power,

including voting, with respect to such shares), sufficient shares of Common

Stock (or securities convertible into, 

 4

exchangeable into or exercisable for Common Stock) so that such Person

ceases to be the Beneficial Owner of 15% or more of the outstanding shares

of Common Stock (or, in the case of a Person described in clause (ii) of

this paragraph and to whom such clause (ii) applies, a percentage of

outstanding shares of Common Stock in excess of such Person's Maximum Share

Percentage), or (iv) who Beneficially Owns shares of Common Stock

consisting solely of one or more of (A) shares of Common Stock Beneficially

Owned pursuant to the grant or exercise of an option granted to such Person

by the Company in connection with an agreement to merge with, or acquire,

the Company entered into prior to a Flip-in Date, (B) shares of Common

Stock (or securities convertible into, exchangeable into or exercisable for

Common Stock), Beneficially Owned by such Person or its Affiliates or Asso-

ciates at the time of grant of such option, or (C) shares of Common Stock

(or securities convertible into, exchangeable into or exercisable for

Common Stock) acquired by Affiliates or Associates of such Person after the

time of such grant which, in the aggregate, amount to less than 1% of the

outstanding shares of Common Stock.  In addition, the Company, any wholly

owned Subsidiary of the Company and any employee stock ownership or other

employee benefit plan of the Company or a wholly owned Subsidiary of the

Company shall not be an Acquiring Person.

 5

            "Affiliate" and "Associate" shall have the respective meanings

ascribed to such terms in Rule 12b-2 under the Exchange Act, as such

Rule is in effect on the date of this Agreement.

            A Person shall be deemed the "Beneficial Owner", and to have

"Beneficial Ownership" of, and to "Beneficially Own", any securities as to

which such Person or any of such Person's Affiliates or Associates is or

may be deemed to be the beneficial owner of pursuant to Rule 13d-3 and 13d-

5 under the Exchange Act, as such Rules are in effect on the date of this

Agreement as well as any securities as to which such Person or any of such

Person's Affiliates or Associates has the right to become Beneficial Owner

(whether such right is exercisable immediately or only after the passage of

time or the occurrence of conditions) pursuant to any agreement, arrange-

ment or understanding, or upon the exercise of conversion rights, exchange

rights, rights (other than the Rights), warrants or options, or otherwise;

provided, however, that a Person shall not be deemed the "Beneficial

Owner", or to have "Beneficial Ownership" of, or to "Beneficially Own", any

security (i) solely because such security has been tendered pursuant to a

tender or exchange offer made by such Person or any of such Person's

Affiliates or Associates until such tendered security is accepted for

payment or exchange, (ii) solely because such Person or any of such

Person's Affiliates or Associates has or shares the 

 6

power to vote or direct the voting of such security pursuant to a revocable

proxy given in response to a public proxy or consent solicitation made to

more than ten holders of shares of a class of stock of the Company regis-

tered under Section 12 of the Exchange Act and pursuant to, and in

accordance with, the applicable rules and regulations under the Exchange

Act, except if such power (or the arrangements relating thereto) is then

reportable under Item 6 of Schedule 13D under the Exchange Act (or any

similar provision of a comparable or successor report) or (iii) solely by

virtue of any actions taken (or omitted to be taken) by an officer or

director of the Company acting in such capacity.  For purposes of this

Agreement, in determining the percentage of the outstanding shares of

Common Stock with respect to which a Person is the Beneficial Owner, all

shares as to which such Person is deemed the Beneficial Owner shall be

deemed outstanding.

            "Business Day" shall mean any day other than a Saturday, Sunday

or a day on which banking institutions in The City of New York are

generally authorized or obligated by law or executive order to close.

            "Close of business" on any given date shall mean 5:00 p.m. New

York City time on such date (or, if such date is not a Business Day, 5:00

p.m. New York City time on the next succeeding Business Day).


 7

            "Common Stock" shall mean the shares of Common Stock, par value

$0.10 per share, of the Company.

            "Exchange Act" shall mean the Securities Exchange Act of 1934,

as amended.

            "Exchange Time" shall mean the time at which the right to

exercise the Rights shall terminate pursuant to Section 3.1(c) hereof.

            "Exercise Price" shall mean, as of any date, the price at which

a holder may purchase the securities issuable upon exercise of one whole

Right.  Until adjustment thereof in accordance with the terms hereof, the

Exercise Price shall equal $60.

            "Expiration Time" shall mean the earliest of (i) the Exchange

Time, (ii) the Redemption Time, (iii) the close of business on February 9,

2006, and (iv) upon the merger of the Company into another corporation

pursuant to an agreement entered into prior to a Flip-in Date.

            "Flip-in Date" shall mean any Stock Acquisition Date or such

later date as the Board of Directors of the Company may from time to time

fix by resolution adopted prior to the Flip-in Date that would otherwise

have occurred.

            "Flip-over Entity," for purposes of Section 3.2, shall mean

(i) in the case of a Flip-over Transaction or Event described in clause

(i) of the definition thereof, the Person issuing any securities into which

shares of Common 

 8

Stock are being converted or exchanged and, if no such securities are being

issued, the other party to such Flip-over Transaction or Event and (ii) in

the case of a Flip-over Transaction or Event referred to in clause (ii) of

the definition thereof, the Person receiving the greatest portion of the

assets or earning power being transferred in such Flip-over Transaction or

Event, provided in all cases if such Person is a subsidiary of a

corporation, the parent corporation shall be the Flip-Over Entity.

            "Flip-over Stock" shall mean the capital stock (or similar

equity interest) with the greatest voting power in respect of the election

of directors (or other persons similarly responsible for direction of the

business and affairs) of the Flip-Over Entity.

            "Flip-over Transaction or Event" shall mean a transaction or

series of transactions after a Flip-in Date in which, directly or

indirectly, (i) the Company shall consolidate or merge or participate in a

share exchange with any other Person if, at the time of the consolidation,

merger or share exchange or at the time the Company enters into any agree-

ment with respect to any such consolidation, merger or share exchange, the

Acquiring Person Controls (as hereinafter defined) the Board of Directors

of the Company and either (A) any term of or arrangement concerning the

treatment of shares of capital stock in such consolidation, merger or share

exchange relating to the Acquiring Person is


 9

not identical to the terms and arrangements relating to other holders of

the Common Stock or (B) the Person with whom the transaction or series of

transactions occurs is the Acquiring Person or an Affiliate or Associate of

the Acquiring Person or (ii) the Company shall sell or otherwise transfer

(or one or more of its Subsidiaries shall sell or otherwise transfer)

assets (A) aggregating more than 50% of the assets (measured by either book

value or fair market value) or (B) generating more than 50% of the

operating income or cash flow, of the Company and its Subsidiaries (taken

as a whole) to any Person (other than the Company or one or more of its

wholly owned Subsidiaries) or to two or more such Persons which are

Affiliates or Associates or otherwise acting in concert, if, at the time of

the entry by the Company (or any such Subsidiary) into an agreement with

respect to such sale or transfer of assets, the Acquiring Person Controls

the Board of Directors of the Company.  An Acquiring Person shall be deemed

to Control the Company's Board of Directors when, following a Flip-in Date,

the persons who were directors of the Company before the Flip-in Date shall

cease to constitute a majority of the Company's Board of Directors.

            "Grandfathered Share Percentage", in respect of any Person

described in clause (ii) of the definition of "Acquiring Person," shall

mean the percentage of the 

 10

outstanding shares of Common Stock Beneficially Owned by such Person on the

date of this Agreement.

            "Market Price" per share of any securities on any date shall

mean the average of the daily closing prices per share of such securities

(determined as described below) on each of the 20 consecutive Trading Days

through and including the Trading Day immediately preceding such date; pro-

vided, however, that if an event of a type analogous to any of the events

described in Section 2.4 hereof shall have caused the closing prices used

to determine the Market Price on any Trading Days during such period of 20

Trading Days not to be fully comparable with the closing price on such

date, each such closing price so used shall be appropriately adjusted in

order to make it fully comparable with the closing price on such date.  The

closing price per share of any securities on any date shall be the last

reported sale price, regular way, or, in case no such sale takes place or

is quoted on such date, the average of the closing bid and asked prices,

regular way, for each share of such securities, in either case as reported

in the principal consolidated transaction reporting system with respect to

securities listed or admitted to trading on the New York Stock Exchange,

Inc. or, if the securities are not listed or admitted to trading on the New

York Stock Exchange, Inc., as reported in the principal consolidated trans-

action reporting system with respect to securities listed on the principal 

 11

national securities exchange on which the securities are listed or admitted

to trading or, if the securities are not listed or admitted to trading on

any national securities exchange, as reported by the National Association

of Securities Dealers, Inc. Automated Quotation System or such other system

then in use, or, if on any such date the securities are not listed or ad-

mitted to trading on any national securities exchange or quoted by any such

organization, the average of the closing bid and asked prices as furnished

by a professional market maker making a market in the securities selected

by the Board of Directors of the Company; provided, however, that if on any

such date the securities are not listed or admitted to trading on a

national securities exchange or traded in the over-the-counter market, the

closing price per share of such securities on such date shall mean the fair

value per share of securities on such date as determined in good faith by

the Board of Directors of the Company, after consultation with a nationally

recognized investment banking firm, and set forth in a certificate

delivered to the Rights Agent. 

            "Maximum Share Percentage" shall mean, in the case of a Person

described in clause (ii) of the definition of Acquiring Person and to whom

such clause (ii) applies, the lesser of (a) the sum of 5% plus such

Person's Grandfathered Share Percentage and (b) 20%.  By way of

illustration, (a) the Maximum Share Percentage of a Person Beneficially

Owning

 12

12% of the outstanding Common Stock on the date of this Agreement will be

17% and (b) the Maximum Share Percentage of a Person Beneficially Owning

18% of the outstanding Common Stock on the date of this Agreement will be

20%.

            "Person" shall mean any individual, firm, partnership,

association, group (as such term is used in Rule 13d-5 under the Exchange

Act, as such Rule is in effect on the date of this Agreement), corporation

or other entity.

            "Redemption Price" shall mean an amount equal to one cent,

$0.01.

            "Redemption Time" shall mean the time at which the right to

exercise the Rights shall terminate pursuant to Section 5.1 hereof.

            "Separation Time" shall mean the close of business on the

earlier of (i) the tenth business day (or such later date as the Board of

Directors of the Company may from time to time fix by resolution adopted

prior to the Separation Time that would otherwise have occurred) after the

date on which any Person commences a tender or exchange offer which, if

consummated, would result in such Person's becoming an Acquiring Person and

(ii) the Flip-in Date; provided, that if the foregoing results in the

Separation Time being prior to the Record Time, the Separation Time shall

be the Record Time and provided further, that if any tender or exchange

offer referred to in clause (i) of this paragraph is cancelled, terminated

or otherwise withdrawn prior to the 

 13

Separation Time without the purchase of any shares of Common Stock pursuant

thereto, such offer shall be deemed, for purposes of this paragraph, never

to have been made.

            "Stock Acquisition Date" shall mean the first date of public

announcement by the Company (by any means) or by an Acquiring Person

(including by means of filing a Schedule 13D or Schedule 13G under the

Exchange Act (or any comparable successor report or schedule) or an

amendment thereto) that an Acquiring Person has become such.

            "Subsidiary" of any specified Person shall mean any corporation

or other entity of which a majority of the voting power of the equity

securities or a majority of the equity interest is Beneficially Owned,

directly or indirectly, by such Person.

            "Trading Day," when used with respect to any securities, shall

mean a day on which the New York Stock Exchange, Inc. is open for the

transaction of business or, if such securities are not listed or admitted

to trading on the New York Stock Exchange, Inc., a day on which the princi-

pal national securities exchange on which such securities are listed or

admitted to trading is open for the transaction of business or, if such

securities are not listed or admitted to trading on any national securities

exchange, a Business Day.

 14

                                 ARTICLE II

                                 THE RIGHTS

            2.1   Summary of Rights.  As soon as practicable after the

Record Time, the Company will mail a letter summarizing the terms of the

Rights to each holder of record of Common Stock as of the Record Time, at

such holder's address as shown by the records of the Company.

            2.2  Legend on Common Stock Certificates.  Certificates for the

Common Stock issued after the Record Time but prior to the Separation Time

shall evidence one Right for each share of Common Stock represented thereby

and shall have impressed on, printed on, written on or otherwise affixed to

them the following legend:

      Until the Separation Time (as defined in the Rights Agreement
      referred to below), this certificate also evidences and entitles the
      holder hereof to certain Rights as set forth in a Rights Agreement,
      dated as of January 30, 1996 (as such may be amended from time to
      time, the "Rights Agreement"), between Brinker International, Inc.
      (the "Company") and Chemical Mellon Shareholder Services, L.L.C., as
      Rights Agent, the terms of which are hereby incorporated herein by
      reference and a copy of which is on file at the principal executive
      offices of the Company.  Under certain circumstances, as set forth in
      the Rights Agreement, such Rights may be redeemed, may become
      exercisable for securities or assets of the Company or of another
      entity, may be exchanged at the election of the Company for shares of
      Common Stock or other securities or assets of the Company, may
      expire, may become void (if they are "Beneficially Owned" by an
      "Acquiring Person" or an Affiliate or Associate thereof, as such
      terms are defined in the Rights Agreement, or by any transferee of
      any of the foregoing) or may be evidenced by separate certificates
      and may no longer be evidenced by this certificate.  The Company will
      mail or arrange for the mailing of a copy of the Rights Agreement to
      the 

 15

      holder of this certificate without charge promptly after the receipt
      of a written request therefor.

Certificates representing shares of Common Stock that are issued and

outstanding at the Record Time shall evidence one Right for each share of

Common Stock evidenced thereby notwithstanding the absence of the foregoing

legend.

            2.3   Exercise of Rights; Separation of Rights.  (a)  Subject

to Sections 3.1, 5.1 and 5.10 and subject to adjustment as herein set

forth, each Right will entitle the holder thereof, after the Separation

Time and prior to the Expiration Time, to purchase, for the Exercise Price,

one share of Common Stock.  

            (b)  Until the Separation Time, (i) no Right may be exercised

and (ii) each Right will be evidenced by the certificate for the associated

share of Common Stock (together, in the case of certificates issued prior

to the Record Time, with the letter mailed to the record holder thereof

pursuant to Section 2.1) and will be transferable only together with, and

will be transferred by a transfer (whether with or without such letter) of,

such associated share.  

            (c)   Subject to the terms hereof, after the Separation Time

and prior to the Expiration Time, the Rights (i) may be exercised and (ii)

may be transferred independent of shares of Common Stock.  Promptly

following the Separation Time, the Rights Agent will mail to each holder 

 16

of record of Common Stock as of the Separation Time (other than any Person

whose Rights have become void pursuant to Section 3.1(b)), at such holder's

address as shown by the records of the Company (the Company hereby agreeing

to furnish copies of such records to the Rights Agent for this purpose),

(x) a certificate (a "Rights Certificate") in substantially the form of

Exhibit A hereto appropriately completed, representing the number of Rights

held by such holder at the Separation Time and having such marks of

identification or designation and such legends, summaries or endorsements

printed thereon as the Company may deem appropriate and as are not

inconsistent with the provisions of this Agreement, or as may be required

to comply with any law or with any rule or regulation made pursuant thereto

or with any rule or regulation of any national securities exchange or

quotation system on which the Rights may from time to time be listed or

traded, or to conform to usage, and (y) a disclosure statement describing

the Rights.

            (d)   Subject to the terms hereof, Rights may be exercised on

any Business Day after the Separation Time and prior to the Expiration Time

by submitting to the Rights Agent the Rights Certificate evidencing such

Rights with an Election to Exercise (an "Election to Exercise") substan-

tially in the form attached to the Rights Certificate duly completed,

accompanied by payment in cash, or by certified or official bank check or

money order payable to the order 

 17

of the Company, of a sum equal to the Exercise Price multiplied by the

number of Rights being exercised and a sum sufficient to cover any transfer

tax or charge which may be payable in respect of any transfer involved in

the transfer or delivery of Rights Certificates or the issuance or delivery

of certificates for shares or depositary receipts (or both) in a name other

than that of the holder of the Rights being exercised.

            (e)   Upon receipt of a Rights Certificate, with an Election to

Exercise accompanied by payment as set forth in Section 2.3(d), and subject

to the terms hereof, the Rights Agent will thereupon promptly (i)(A)

requisition from a transfer agent stock certificates evidencing such number

of shares or other securities to be purchased (the Company hereby

irrevocably authorizing its transfer agents to comply with all such

requisitions) and (B) if the Company elects pursuant to Section 5.5 not to

issue certificates representing fractional shares, requisition from the

depositary selected by the Company depositary receipts representing the

fractional shares to be purchased or requisition from the Company the

amount of cash to be paid in lieu of fractional shares in accordance with

Section 5.5 and (ii) after receipt of such certificates, depositary

receipts and/or cash, deliver the same to or upon the order of the

registered holder of such Rights Certificate, registered (in the case 

 18

of certificates or depositary receipts) in such name or names as may be

designated by such holder.

            (f)   In case the holder of any Rights shall exercise less than

all the Rights evidenced by such holder's Rights Certificate, a new Rights

Certificate evidencing the Rights remaining unexercised will be issued by

the Rights Agent to such holder or to such holder's duly authorized

assigns.

            (g)   The Company covenants and agrees that it will (i) take

all such action as may be necessary to ensure that all shares delivered

upon exercise of Rights shall, at the time of delivery of the certificates

for such shares (subject to payment of the Exercise Price), be duly and

validly authorized, executed, issued and delivered and fully paid and

nonassessable; (ii) take all such action as may be necessary to comply with

any applicable requirements of the Securities Act of 1933 or the Exchange

Act, and the rules and regulations thereunder, and any other applicable

law, rule or regulation, in connection with the issuance of any shares upon

exercise of Rights; and (iii) pay when due and payable any and all federal

and state transfer taxes and charges which may be payable in respect of the

original issuance or delivery of the Rights Certificates or of any shares

issued upon the exercise of Rights, provided that the Company shall not be

required to pay any transfer tax or charge which may be payable in respect

of any transfer 

 19

involved in the transfer or delivery of Rights Certificates or the issuance

or delivery of certificates for shares in a name other than that of the

holder of the Rights being transferred or exercised.

            2.4   Adjustments to Exercise Price; Number of Rights.  (a)  In

the event the Company shall at any time after the Record Time and prior to

the Separation Time (i) declare or pay a dividend on Common Stock payable

in Common Stock, (ii) subdivide the outstanding Common Stock or

(iii) combine the outstanding Common Stock into a smaller number of shares

of Common Stock, (x) the Exercise Price in effect after such adjustment

will be equal to the Exercise Price in effect immediately prior to such

adjustment divided by the number of shares of Common Stock (the "Expansion

Factor") that a holder of one share of Common Stock immediately prior to

such dividend, subdivision or combination would hold thereafter as a result

thereof and (y) each Right held prior to such adjustment will become that

number of Rights equal to the Expansion Factor, and the adjusted number of

Rights will be deemed to be distributed among the shares of Common Stock

with respect to which the original Rights were associated (if they remain

outstanding) and the shares issued in respect of such dividend, subdivision

or combination, so that each such share of Common Stock will have exactly

one Right associated with it.  Each adjustment made pursuant to this

paragraph shall be made as of the 

 20

payment or effective date for the applicable dividend, subdivision or

combination.

            In the event the Company shall at any time after the Record

Time and prior to the Separation Time issue any shares of Common Stock

otherwise than in a transaction referred to in the preceding paragraph,

each such share of Common Stock so issued shall automatically have one new

Right associated with it, which Right shall be evidenced by the certificate

representing such share.  To the extent provided in Section 5.3, Rights

shall be issued by the Company in respect of shares of Common Stock that

are issued or sold by the Company after the Separation Time.

            (b)  In the event the Company shall at any time after the

Record Time and prior to the Separation Time issue or distribute any

securities or assets in respect of, in lieu of or in exchange for Common

Stock (other than pursuant to a regular periodic cash dividend or a

dividend paid solely in Common Stock) whether by dividend, in a reclassifi-

cation or recapitalization (including any such transaction involving a

merger, consolidation or share exchange), or otherwise, the Company shall

make such adjustments, if any, in the Exercise Price, number of Rights

and/or securities or other property purchasable upon exercise of Rights as

the Board of Directors of the Company, in its sole discretion, may deem to

be appropriate under the circumstances in order to adequately protect the

interests of the holders of Rights

 21

generally, and the Company and the Rights Agent shall amend this Agreement

as necessary to provide for such adjustments.

            (c)  Each adjustment to the Exercise Price made pursuant to

this Section 2.4 shall be calculated to the nearest cent.  Whenever an

adjustment to the Exercise Price is made pursuant to this Section 2.4, the

Company shall (i) promptly prepare a certificate setting forth such adjust-

ment and a brief statement of the facts accounting for such adjustment and

(ii) promptly file with the Rights Agent and with each transfer agent for

the Common Stock a copy of such certificate.

            (d)   Rights certificates shall represent the securities

purchasable under the terms of this Agreement, including any adjustment or

change in the securities purchasable upon exercise of the Rights, even

though such certificates may continue to express the securities purchasable

at the time of issuance of the initial Rights Certificates.

            2.5   Date on Which Exercise is Effective.  Each person in

whose name any certificate for shares is issued upon the exercise of Rights

shall for all purposes be deemed to have become the holder of record of the

shares represented thereby on the date upon which the Rights Certificate

evidencing such Rights was duly surrendered and payment of the Exercise

Price for such Rights (and any applicable taxes and other governmental

charges payable by the exercising 


 22

holder hereunder) was made; provided, however, that if the date of such

surrender and payment is a date upon which the stock transfer books of the

Company are closed, such person shall be deemed to have become the record

holder of such shares on, and such certificate shall be dated, the next

succeeding Business Day on which the stock transfer books of the Company

are open.  

            2.6   Execution, Authentication, Delivery and Dating of Rights

Certificates.  (a)  The Rights Certificates shall be executed on behalf of

the Company by its Chairman of the Board, President or one of its Vice

Presidents, under its corporate seal reproduced thereon attested by its

Secretary or one of its Assistant Secretaries.  The signature of any of

these officers on the Rights Certificates may be manual or facsimile.

            Rights Certificates bearing the manual or facsimile signatures

of individuals who were at any time the proper officers of the Company

shall bind the Company, notwithstanding that such individuals or any of

them have ceased to hold such offices prior to the countersignature and

delivery of such Rights Certificates.

            Promptly after the Company learns of the Separation Time, the

Company will notify the Rights Agent of such Separation Time and will

deliver Rights Certificates executed by the Company to the Rights Agent for

countersignature, and, subject to Section 3.1(b), the Rights Agent 

 23

shall manually countersign and deliver such Rights Certificates to the

holders of the Rights pursuant to Section 2.3(c) hereof.  No Rights Certif-

icate shall be valid for any purpose unless manually countersigned by the

Rights Agent.

            (b)   Each Rights Certificate shall be dated the date of

countersignature thereof.

            2.7   Registration, Registration of Transfer and Exchange.  (a) 

After the Separation Time, the Company will cause to be kept a register

(the "Rights Register") in which, subject to such reasonable regulations as

it may prescribe, the Company will provide for the registration and

transfer of Rights.  The Rights Agent is hereby appointed "Rights

Registrar" for the purpose of maintaining the Rights Register for the

Company and registering Rights and transfers of Rights after the Separation

Time as herein provided.  In the event that the Rights Agent shall cease to

be the Rights Registrar, the Rights Agent will have the right to examine

the Rights Register at all reasonable times after the Separation Time.

            After the Separation Time and prior to the Expiration Time,

upon surrender for registration of transfer or exchange of any Rights

Certificate, and subject to the provisions of Section 2.7(c) and (d), the

Company will execute, and the Rights Agent will countersign and deliver, in

the name of the holder or the designated transferee or trans-

 24

ferees, as required pursuant to the holder's instructions, one or more new

Rights Certificates evidencing the same aggregate number of Rights as did

the Rights Certificate so surrendered.

            (b)   Except as otherwise provided in Section 3.1(b), all

Rights issued upon any registration of transfer or exchange of Rights

Certificates shall be the valid obligations of the Company, and such Rights

shall be entitled to the same benefits under this Agreement as the Rights

surrendered upon such registration of transfer or exchange.

            (c)   Every Rights Certificate surrendered for registration of

transfer or exchange shall be duly endorsed, or be accompanied by a written

instrument of transfer in form satisfactory to the Company or the Rights

Agent, as the case may be, duly executed by the holder thereof or such

holder's attorney duly authorized in writing.  As a condition to the

issuance of any new Rights Certificate under this Section 2.7, the Company

may require the payment of a sum sufficient to cover any tax or other

governmental charge that may be imposed in relation thereto.

            (d)   The Company shall not be required to register the

transfer or exchange of any Rights after such Rights have become void under

Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed under

Section 5.1.

 25

            2.8   Mutilated, Destroyed, Lost and Stolen Rights

Certificates.  (a)  If any mutilated Rights Certificate is surrendered to

the Rights Agent prior to the Expiration Time, then, subject to Sections

3.1(b), 3.1(c) and 5.1, the Company shall execute and the Rights Agent

shall countersign and deliver in exchange therefor a new Rights Certificate

evidencing the same number of Rights as did the Rights Certificate so

surrendered.

            (b)   If there shall be delivered to the Company and the Rights

Agent prior to the Expiration Time (i) evidence to their satisfaction of

the destruction, loss or theft of any Rights Certificate and (ii) such

security or indemnity as may be required by them to save each of them and

any of their agents harmless, then, subject to Sections 3.1(b), 3.1(c) and

5.1 and in the absence of notice to the Company or the Rights Agent that

such Rights Certificate has been acquired by a bona fide purchaser, the

Company shall execute and upon its request the Rights Agent shall

countersign and deliver, in lieu of any such destroyed, lost or stolen

Rights Certificate, a new Rights Certificate evidencing the same number of

Rights as did the Rights Certificate so destroyed, lost or stolen.

            (c)   As a condition to the issuance of any new Rights

Certificate under this Section 2.8, the Company may require the payment of

a sum sufficient to cover any tax or other governmental charge that may be

imposed in relation 

 26

thereto and any other expenses (including the fees and expenses of the

Rights Agent) connected therewith.

            (d)   Every new Rights Certificate issued pursuant to this Sec-

tion 2.8 in lieu of any destroyed, lost or stolen Rights Certificate shall

evidence an original additional contractual obligation of the Company,

whether or not the destroyed, lost or stolen Rights Certificate shall be at

any time enforceable by anyone, and, subject to Section 3.1(b), shall be

entitled to all the benefits of this Agreement equally and proportionately

with any and all other Rights duly issued hereunder.

            2.9   Persons Deemed Owners.  Prior to due presentment of a

Rights Certificate (or, prior to the Separation Time, the associated Common

Stock certificate) for registration of transfer, the Company, the Rights

Agent and any agent of the Company or the Rights Agent may deem and treat

the person in whose name such Rights Certificate (or, prior to the

Separation Time, such Common Stock certificate) is registered as the

absolute owner thereof and of the Rights evidenced thereby for all purposes

whatsoever, including the payment of the Redemption Price, and neither the

Company nor the Rights Agent shall be affected by any notice to the con-

trary.  As used in this Agreement, unless the context otherwise requires,

the term "holder" of any Rights shall mean the registered holder of such

Rights (or, prior to the Separation Time, the associated shares of Common

Stock).

 27

            2.10  Delivery and Cancellation of Certificates.  All Rights

Certificates surrendered upon exercise or for registration of transfer or

exchange shall, if surrendered to any person other than the Rights Agent,

be delivered to the Rights Agent and, in any case, shall be promptly can-

celled by the Rights Agent.  The Company may at any time deliver to the

Rights Agent for cancellation any Rights Certificates previously counter-

signed and delivered hereunder which the Company may have acquired in any

manner whatsoever, and all Rights Certificates so delivered shall be

promptly cancelled by the Rights Agent.  No Rights Certificates shall be

countersigned in lieu of or in exchange for any Rights Certificates

cancelled as provided in this Section 2.10, except as expressly permitted

by this Agreement.  The Rights Agent shall return all cancelled Rights

Certificates to the Company.

            2.11   Agreement of Rights Holders.  Every holder of Rights by

accepting the same consents and agrees with the Company and the Rights

Agent and with every other holder of Rights that:

            (a)   prior to the Separation Time, each Right will be

transferable only together with, and will be transferred by a transfer of,

the associated share of Common Stock;

            (b)   after the Separation Time, the Rights Certificates will

be transferable only on the Rights Register as provided herein; 

 28

            (c)   prior to due presentment of a Rights Certificate (or,

prior to the Separation Time, the associated Common Stock certificate) for

registration of transfer, the Company, the Rights Agent and any agent of

the Company or the Rights Agent may deem and treat the person in whose name

the Rights Certificate (or, prior to the Separation Time, the associated

Common Stock certificate) is registered as the absolute owner thereof and

of the Rights evidenced thereby for all purposes whatsoever, and neither

the Company nor the Rights Agent shall be affected by any notice to the

contrary;

            (d)   Rights beneficially owned by certain Persons will, under

the circumstances set forth in Section 3.1(b), become void; and

            (e)  this Agreement may be supplemented or amended from time to

time pursuant to Section 2.4(b) or 5.4 hereof.


                                ARTICLE III

                       ADJUSTMENTS TO THE RIGHTS IN 
                     THE EVENT OF CERTAIN TRANSACTIONS

            3.1  Flip-in.  (a)  In the event that prior to the Expiration

Time a Flip-in Date shall occur, except as provided in this Section 3.1,

each Right shall constitute the right to purchase from the Company, upon

exercise thereof in accordance with the terms hereof (but subject to Sec-

tion 5.10), that number of shares of Common Stock having an aggregate

Market Price on the Stock Acquisition Date 

 29

equal to twice the Exercise Price for an amount in cash equal to the

Exercise Price (such right to be appropriately adjusted in order to protect

the interests of the holders of Rights generally in the event that on or

after such Stock Acquisition Date an event of a type analogous to any of

the events described in Section 2.4(a) or (b) shall have occurred with

respect to the Common Stock).

            (b)  Notwithstanding the foregoing, any Rights that are or were

Beneficially Owned on or after the Stock Acquisition Date by an Acquiring

Person or an Affiliate or Associate thereof or by any transferee, direct or

indirect, of any of the foregoing shall become void and any holder of such

Rights (including transferees) shall thereafter have no right to exercise

or transfer such Rights under any provision of this Agreement.  If any

Rights Certificate is presented for assignment or exercise and the Person

presenting the same will not complete the certification set forth at the

end of the form of assignment or notice of election to exercise and provide

such additional evidence of the identity of the Beneficial Owner and its

Affiliates and Associates (or former Beneficial Owners and their Affiliates

and Associates) as the Company shall reasonably request, then the Company

shall be entitled conclusively to deem the Beneficial Owner thereof to be

an Acquiring Person or an Affiliate or Associate thereof or a transferee of

any of the

 30

foregoing and accordingly will deem the Rights evidenced thereby to be void

and not transferable or exercisable.

            (c)   The Board of Directors of the Company may, at its option,

at any time after a Flip-in Date and prior to the time that an Acquiring

Person becomes the Beneficial Owner of more than 50% of the outstanding

shares of Common Stock, elect to exchange all (but not less than all) the

then outstanding Rights (which shall not include Rights that have become

void pursuant to the provisions of Section 3.1(b)) for shares of Common

Stock at an exchange ratio of one share of Common Stock per Right,

appropriately adjusted in order to protect the interests of holders of

Rights generally in the event that after the Separation Time an event of a

type analogous to any of the events described in Section 2.4(a) or (b)

shall have occurred with respect to the Common Stock (such exchange ratio,

as adjusted from time to time, being hereinafter referred to as the

"Exchange Ratio").

            Immediately upon the action of the Board of Directors of the

Company electing to exchange the Rights, without any further action and

without any notice, the right to exercise the Rights will terminate and

each Right (other than Rights that have become void pursuant to Sec-

tion 3.1(b)) will thereafter represent only the right to receive a number

of shares of Common Stock equal to the Exchange Ratio.  Promptly after the

action of the Board of 

 31

Directors electing to exchange the Rights, the Company shall give notice

thereof (specifying the steps to be taken to receive shares of Common Stock

in exchange for Rights) to the Rights Agent and the holders of the Rights

(other than Rights that have become void pursuant to Section 3.1(b))

outstanding immediately prior thereto by mailing such notice in accordance

with Section 5.9.

            Each Person in whose name any certificate for shares is issued

upon the exchange of Rights pursuant to this Section 3.1(c) shall for all

purposes be deemed to have become the holder of record of the shares

represented thereby on, and such certificate shall be dated, the date upon

which the Rights Certificate evidencing such Rights was duly surrendered

and payment of any applicable taxes and other governmental charges payable

by the holder was made; provided, however, that if the date of such sur-

render and payment is a date upon which the stock transfer books of the

Company are closed, such Person shall be deemed to have become the record

holder of such shares on, and such certificate shall be dated, the next

succeeding Business Day on which the stock transfer books of the Company

are open.

            (d)  In the event that there shall not be sufficient treasury

shares or authorized but unissued shares of Common Stock of the Company to

permit the exercise or exchange in full of the Rights in accordance with

Section 3.1(a) or (c), the Company shall either (i) call a 

 32

meeting of stockholders seeking approval to cause sufficient additional

shares to be authorized (provided that if such approval is not obtained the

Company will take the action specified in clause (ii) of this sentence) or

(ii) take such action as shall be necessary to ensure and provide, to the

extent permitted by applicable law and any agreements or instruments in

effect on the Stock Acquisition Date to which it is a party, that each

Right shall thereafter constitute the right to receive, (x) at the

Company's option, either (A) in return for the Exercise Price, debt or

equity securities or other assets (or a combination thereof) having a fair

value equal to twice the Exercise Price, or (B) without payment of

consideration (except as otherwise required by applicable law), debt or

equity securities or other assets (or a combination thereof) having a fair

value equal to the Exercise Price, or (y) if the Board of Directors of the

Company elects to exchange the Rights in accordance with Section 3.1(c),

debt or equity securities or other assets (or a combination thereof) having

a fair value equal to the product of the Market Price of a share of Common

Stock on the Flip-in Date times the Exchange Ratio in effect on the Flip-in

Date, where in any case set forth in (x) or (y) above the fair value of

such debt or equity securities or other assets shall be as determined in

good faith by the Board of Directors of the Company, after con-

 33

sultation with a nationally recognized investment banking firm.

            3.2   Flip-over.  (a)  Prior to the Expiration Time, the

Company shall not enter into any agreement with respect to, consummate or

permit to occur any Flip-over Transaction or Event unless and until it

shall have entered into a supplemental agreement with the Flip-over Entity,

for the benefit of the holders of the Rights, providing that, upon

consummation or occurrence of the Flip-over Transaction or Event (i) each

Right shall thereafter constitute the right to purchase from the Flip-over

Entity, upon exercise thereof in accordance with the terms hereof, that

number of shares of Flip-over Stock of the Flip-over Entity having an

aggregate Market Price on the date of consummation or occurrence of such

Flip-over Transaction or Event equal to twice the Exercise Price for an

amount in cash equal to the Exercise Price (such right to be appropriately

adjusted in order to protect the interests of the holders of Rights

generally in the event that after such date of consummation or occurrence

an event of a type analogous to any of the events described in Sec-

tion 2.4(a) or (b) shall have occurred with respect to the Flip-over Stock)

and (ii) the Flip-over Entity shall thereafter be liable for, and shall

assume, by virtue of such Flip-over Transaction or Event and such

supplemental agreement, all the obligations and duties of the Company

pursuant to this Agreement.  The provisions of 

 34

this Section 3.2 shall apply to successive Flip-over Transactions or

Events.

            (b)  Prior to the Expiration Time, unless the Rights will be

redeemed pursuant to Section 5.1 hereof in connection therewith, the

Company shall not enter into any agreement with respect to, consummate or

permit to occur any Flip-over Transaction or Event if at the time thereof

there are any rights, warrants or securities outstanding or any other

arrangements, agreements or instruments that would eliminate or otherwise

diminish in any material respect the benefits intended to be afforded by

this Rights Agreement to the holders of Rights upon consummation of such

transaction.


                                 ARTICLE IV

                              THE RIGHTS AGENT

            4.1   General.  (a)  The Company hereby appoints the Rights

Agent to act as agent for the Company in accordance with the terms and

conditions hereof, and the Rights Agent hereby accepts such appointment. 

The Company agrees to pay to the Rights Agent reasonable compensation for

all services rendered by it hereunder and, from time to time, on demand of

the Rights Agent, its reasonable expenses and counsel fees and other

disbursements incurred in the administration and execution of this

Agreement and the exercise and performance of its duties hereunder.  The

Company also agrees to indemnify the Rights Agent for, and to hold it 

 35

harmless against, any loss, liability, or expense, incurred without

negligence, bad faith or willful misconduct on the part of the Rights

Agent, for anything done or omitted to be done by the Rights Agent in

connection with the acceptance and administration of this Agreement,

including the costs and expenses of defending against any claim of

liability.

            (b)   The Rights Agent shall be protected and shall incur no

liability for or in respect of any action taken, suffered or omitted by it

in connection with its administration of this Agreement in reliance upon

any certificate for securities purchasable upon exercise of Rights, Rights

Certificate, certificate for other securities of the Company, instrument of

assignment or transfer, power of attorney, endorsement, affidavit, letter,

notice, direction, consent, certificate, statement, or other paper or

document believed by it to be genuine and to be signed, executed and, where

necessary, verified or acknowledged, by the proper person or persons.

            4.2   Merger or Consolidation or Change of Name of Rights

Agent.  (a)  Any corporation into which the Rights Agent or any successor

Rights Agent may be merged or with which it may be consolidated, or any

corporation resulting from any merger or consolidation to which the Rights

Agent or any successor Rights Agent is a party, or any corporation

succeeding to the shareholder services business of the Rights Agent or any

successor Rights Agent, will be the 

 36

successor to the Rights Agent under this Agreement without the execution or

filing of any paper or any further act on the part of any of the parties

hereto, provided that such corporation would be eligible for appointment as

a successor Rights Agent under the provisions of Section 4.4 hereof.  In

case at the time such successor Rights Agent succeeds to the agency created

by this Agreement any of the Rights Certificates have been countersigned

but not delivered, any such successor Rights Agent may adopt the

countersignature of the predecessor Rights Agent and deliver such Rights

Certificates so countersigned; and in case at that time any of the Rights

Certificates have not been countersigned, any successor Rights Agent may

countersign such Rights Certificates either in the name of the predecessor

Rights Agent or in the name of the successor Rights Agent; and in all such

cases such Rights Certificates will have the full force provided in the

Rights Certificates and in this Agreement.

            (b)   In case at any time the name of the Rights Agent is

changed and at such time any of the Rights Certificates shall have been

countersigned but not delivered, the Rights Agent may adopt the

countersignature under its prior name and deliver Rights Certificates so

countersigned; and in case at that time any of the Rights Certificates

shall not have been countersigned, the Rights Agent may countersign such

Rights Certificates either in its prior name or in its changed name; and in

all such cases such 

 37

Rights Certificates shall have the full force provided in the Rights

Certificates and in this Agreement.

            4.3   Duties of Rights Agent.  The Rights Agent undertakes the

duties and obligations imposed by this Agreement upon the following terms

and conditions, by all of which the Company and the holders of Rights

Certificates, by their acceptance thereof, shall be bound:

            (a)   The Rights Agent may consult with legal counsel (who may

be legal counsel for the Company), and the opinion of such counsel will be

full and complete authorization and protection to the Rights Agent as to

any action taken or omitted by it in good faith and in accordance with such

opinion.

            (b)   Whenever in the performance of its duties under this

Agreement the Rights Agent deems it necessary or desirable that any fact or

matter be proved or established by the Company prior to taking or suffering

any action hereunder, such fact or matter (unless other evidence in respect

thereof be herein specifically prescribed) may be deemed to be conclusively

proved and established by a certificate signed by a person believed by the

Rights Agent to be the Chief Executive Officer, the President or any Vice

President and by the Treasurer or any Assistant Treasurer or the Secretary

or any Assistant Secretary of the Company and delivered to the Rights

Agent; and such certificate will be full authorization to the Rights Agent

for any action taken 

 38

or suffered in good faith by it under the provisions of this Agreement in

reliance upon such certificate.

            (c)   The Rights Agent will be liable hereunder only for its

own negligence, bad faith or willful misconduct.

            (d)   The Rights Agent will not be liable for or by reason of

any of the statements of fact or recitals contained in this Agreement or in

the certificates for securities purchasable upon exercise of Rights or the

Rights Certificates (except its countersignature thereof) or be required to

verify the same, but all such statements and recitals are and will be

deemed to have been made by the Company only.

            (e)   The Rights Agent will not be under any responsibility in

respect of the validity of this Agreement or the execution and delivery

hereof (except the due authorization, execution and delivery hereof by the

Rights Agent) or in respect of the validity or execution of any certificate

for securities purchasable upon exercise of Rights or Rights Certificate

(except its countersignature thereof); nor will it be responsible for any

breach by the Company of any covenant or condition contained in this

Agreement or in any Rights Certificate; nor will it be responsible for any

change in the exercisability of the Rights (including the Rights becoming

void pursuant to Section 3.1(b) hereof) or any adjustment required under

the provisions of Section 2.4,

 39

3.1 or 3.2 hereof or responsible for the manner, method or amount of any

such adjustment or the ascertaining of the existence of facts that would

require any such adjustment (except with respect to the exercise of Rights

after receipt of the certificate contemplated by Section 2.4 describing any

such adjustment); nor will it by any act hereunder be deemed to make any

representation or warranty as to the authorization or reservation of any

securities purchasable upon exercise of Rights or any Rights or as to

whether any securities purchasable upon exercise of Rights will, when

issued, be duly and validly authorized, executed, issued and delivered and

fully paid and nonassessable.

            (f)   The Company agrees that it will perform, execute,

acknowledge and deliver or cause to be performed, executed, acknowledged

and delivered all such further and other acts, instruments and assurances

as may reasonably be required by the Rights Agent for the carrying out or

performing by the Rights Agent of the provisions of this Agreement.

            (g)   The Rights Agent is hereby authorized and directed to

accept instructions with respect to the performance of its duties hereunder

from any person believed by the Rights Agent to be the Chief Executive

Officer, the President or any Vice President or the Secretary or any

Assistant Secretary or the Treasurer or any Assistant Treasurer of the

Company, and to apply to such persons for 

 40

advice or instructions in connection with its duties, and it shall not be

liable for any action taken or suffered by it in good faith in accordance

with instructions of any such person.

            (h)   The Rights Agent and any stockholder, director, officer

or employee of the Rights Agent may buy, sell or deal in Common Stock,

Rights or other securities of the Company or become pecuniarily interested

in any transaction in which the Company may be interested, or contract with

or lend money to the Company or otherwise act as fully and freely as though

it were not Rights Agent under this Agreement.  Nothing herein shall

preclude the Rights Agent from acting in any other capacity for the Company

or for any other legal entity.

            (i)   The Rights Agent may execute and exercise any of the

rights or powers hereby vested in it or perform any duty hereunder either

itself or by or through its attorneys or agents, and the Rights Agent will

not be answerable or accountable for any act, default, neglect or

misconduct of any such attorneys or agents or for any loss to the Company

resulting from any such act, default, neglect or misconduct, provided

reasonable care was exercised in the selection and continued employment

thereof.

            4.4   Change of Rights Agent.  The Rights Agent may resign and

be discharged from its duties under this Agreement upon 90 days' notice (or

such lesser notice as is 

 41

acceptable to the Company) in writing mailed to the Company and to each

transfer agent of Common Stock by registered or certified mail, and to the

holders of the Rights in accordance with Section 5.9.  The Company may

remove the Rights Agent upon 30 days' notice in writing, mailed to the

Rights Agent and to each transfer agent of the Common Stock by registered

or certified mail, and to the holders of the Rights in accordance with Sec-

tion 5.9.  If the Rights Agent should resign or be removed or otherwise

become incapable of acting, the Company will appoint a successor to the

Rights Agent.  If the Company fails to make such appointment within a

period of 30 days after such removal or after it has been notified in

writing of such resignation or incapacity by the resigning or incapacitated

Rights Agent or by the holder of any Rights (which holder shall, with such

notice, submit such holder's Rights Certificate for inspection by the

Company), then the holder of any Rights may apply to any court of competent

jurisdiction for the appointment of a new Rights Agent.  Any successor

Rights Agent, whether appointed by the Company or by such a court, shall be

a corporation organized and doing business under the laws of the United

States or of any State of the United States, in good standing, having its

principal office in the State of New York or any other State of the United

States, which is authorized under such laws to exercise the powers of the

Rights Agent contemplated by this Agreement and is subject 

 42

to supervision or examination by federal or state authority and which has

at the time of its appointment as Rights Agent a combined capital and

surplus of at least $50,000,000.  After appointment, the successor Rights

Agent will be vested with the same powers, rights, duties and

responsibilities as if it had been originally named as Rights Agent without

further act or deed; but the predecessor Rights Agent shall deliver and

transfer to the successor Rights Agent any property at the time held by it

hereunder, and execute and deliver any further assurance, conveyance, act

or deed necessary for the purpose.  Not later than the effective date of

any such appointment, the Company will file notice thereof in writing with

the predecessor Rights Agent and each transfer agent of the Common Stock,

and mail a notice thereof in writing to the holders of the Rights.  Failure

to give any notice provided for in this Section 4.4, however, or any defect

therein, shall not affect the legality or validity of the resignation or

removal of the Rights Agent or the appointment of the successor Rights

Agent, as the case may be.


                                 ARTICLE V

                               MISCELLANEOUS

            5.1   Redemption.  (a)  The Board of Directors of the Company

may, at its option, at any time prior to the Flip-in Date, elect to redeem

all (but not less than all) 

 43

the then outstanding Rights at the Redemption Price either in cash or

shares of Common Stock or other securities of the Company deemed by the

Board of Directors, in the exercise of its sole discretion, to be at least

equivalent in value to the Redemption Price.

            (b)  Immediately upon the action of the Board of Directors of

the Company electing to redeem the Rights (or, if the resolution of the

Board of Directors electing to redeem the Rights states that the redemption

will not be effective until the occurrence of a specified future time or

event, upon the occurrence of such future time or event), without any

further action and without any notice, the right to exercise the Rights

will terminate and each Right will thereafter represent only the right to

receive the Redemption Price in cash or securities, as determined by the

Board of Directors.  Promptly after the Rights are redeemed, the Company

shall give notice of such redemption to the Rights Agent and the holders of

the then outstanding Rights by mailing such notice in accordance with Sec-

tion 5.9.

            5.2   Expiration.  The Rights and this Agreement shall expire

at the Expiration Time and no Person shall have any rights pursuant to this

Agreement or any Right after the Expiration Time, except, if the Rights are

exchanged or redeemed, as provided in Section 3.1 or 5.1 hereof.

            5.3   Issuance of New Rights Certificates.  Notwithstanding any

of the provisions of this Agreement or of 

 44

the Rights to the contrary, the Company may, at its option, issue new

Rights Certificates evidencing Rights in such form as may be approved by

its Board of Directors to reflect any adjustment or change in the number or

kind or class of shares of stock purchasable upon exercise of Rights made

in accordance with the provisions of this Agreement.  In addition, in

connection with the issuance or sale of shares of Common Stock by the

Company following the Separation Time and prior to the Expiration Time

pursuant to the terms of securities convertible or redeemable into shares

of Common Stock or to options, in each case issued or granted prior to, and

outstanding at, the Separation Time, the Company shall issue to the holders

of such shares of Common Stock, Rights Certificates representing the

appropriate number of Rights in connection with the issuance or sale of

such shares of Common Stock; provided, however, in each case, (i) no such

Rights Certificate shall be issued, if, and to the extent that, the Company

shall be advised by counsel that such issuance would create a significant

risk of material adverse tax consequences to the Company or to the Person

to whom such Rights Certificates would be issued, (ii) no such Rights

Certificates shall be issued if, and to the extent that, appropriate

adjustment shall have otherwise been made in lieu of the issuance thereof,

and (iii) the Company shall have no obligation to distribute Rights Certi-

ficates to any Acquiring Person or Affiliate or Associate of

 45

an Acquiring Person or any transferee of any of the foregoing.

            5.4   Supplements and Amendments.  The Company and the Rights

Agent may from time to time supplement or amend this Agreement without the

approval of any holders of Rights (i) prior to the Flip-in Date, in any

respect and (ii) after the Flip-in Date, to make any changes that the

Company may deem necessary or desirable and which shall not materially

adversely affect the interests of the holders of Rights generally or in

order to cure any ambiguity or to correct or supplement any provision

contained herein which may be inconsistent with any other provisions herein

or otherwise defective.  The Rights Agent will duly execute and deliver any

supplement or amendment hereto requested by the Company which satisfies the

terms of the preceding sentence. 

            5.5  Fractional Shares.  If the Company elects not to issue

certificates representing fractional shares upon exercise or redemption of

Rights, the Company shall, in lieu thereof, in the sole discretion of the

Board of Directors, either (a) evidence such fractional shares by

depositary receipts issued pursuant to an appropriate agreement between the

Company and a depositary selected by it, providing that each holder of a

depositary receipt shall have all of the rights, privileges and preferences

to which such holder would be entitled as a beneficial owner of such

fractional share, or (b) sell such shares on behalf of the holders of 

 46

Right and pay to the registered holder of such Rights the appropriate

fraction of price per share received upon such sale.

            5.6   Rights of Action.  Subject to the terms of this Agreement

(including Section 3.1(b)), rights of action in respect of this Agreement,

other than rights of action vested solely in the Rights Agent, are vested

in the respective holders of the Rights; and any holder of any Rights,

without the consent of the Rights Agent or of the holder of any other

Rights, may, on such holder's own behalf and for such holder's own benefit

and the benefit of other holders of Rights, enforce, and may institute and

maintain any suit, action or proceeding against the Company to enforce, or

otherwise act in respect of, such holder's right to exercise such holder's

Rights in the manner provided in such holder's Rights Certificate and in

this Agreement.  Without limiting the foregoing or any remedies available

to the holders of Rights, it is specifically acknowledged that the holders

of Rights would not have an adequate remedy at law for any breach of this

Agreement and will be entitled to specific performance of the obligations

under, and injunctive relief against actual or threatened violations of,

the obligations of any Person subject to this Agreement.

            5.7   Holder of Rights Not Deemed a Stockholder.  No holder, as

such, of any Rights shall be entitled to vote, receive dividends or be

deemed for any purpose the holder of

 47

shares or any other securities which may at any time be issuable on the

exercise of such Rights, nor shall anything contained herein or in any

Rights Certificate be construed to confer upon the holder of any Rights, as

such, any of the rights of a stockholder of the Company or any right to

vote for the election of directors or upon any matter submitted to

stockholders at any meeting thereof, or to give or withhold consent to any

corporate action, or to receive notice of meetings or other actions

affecting stockholders (except as provided in Section 5.8 hereof), or to

receive dividends or subscription rights, or otherwise, until such Rights

shall have been exercised or exchanged in accordance with the provisions

hereof.

            5.8   Notice of Proposed Actions.  In case the Company shall

propose after the Separation Time and prior to the Expiration Time (i) to

effect or permit the occurrence of any Flip-over Transaction or Event or

(ii) to effect the liquidation, dissolution or winding up of the Company,

then, in each such case, the Company shall give to each holder of a Right,

in accordance with Section 5.9 hereof, a notice of such proposed action,

which shall specify the date on which such Flip-over Transaction or Event,

liquidation, dissolution, or winding up is to take place, and such notice

shall be so given at least 20 Business Days prior to the date of the taking

of such proposed action.  

 48

            5.9   Notices.  Notices or demands authorized or required by

this Agreement to be given or made by the Rights Agent or by the holder of

any Rights to or on the Company shall be sufficiently given or made if

delivered or sent by first-class mail, postage prepaid, addressed (until

another address is filed in writing with the Rights Agent) as follows:

                  Brinker International, Inc.
                  6820 LBJ Freeway
                  Dallas, Texas  75240
                  Attention: General Counsel

with a copy to: 

                  Sullivan & Cromwell
                  125 Broad Street
                  New York, New York  10004
                  Attention:  Francis J. Aquila, Esq.

Any notice or demand authorized or required by this Agreement to be given

or made by the Company or by the holder of any Rights to or on the Rights

Agent shall be sufficiently given or made if delivered or sent by first-

class mail, postage prepaid, addressed (until another address is filed in

writing with the Company) as follows:

                  Chemical Mellon Shareholder Services, L.L.C.
                  2323 Bryan Street
                  Suite 2300
                  Dallas, Texas 75201
                  Attention:  Margaret Grubb

Notices or demands authorized or required by this Agreement to be given or

made by the Company or the Rights Agent to or on the holder of any Rights

shall be sufficiently given or made if delivered or sent by first-class

mail, postage prepaid, addressed to such holder at the address of such 

 49

holder as it appears upon the registry books of the Rights Agent or, prior

to the Separation Time, on the registry books of the transfer agent for the

Common Stock.  Any notice which is mailed in the manner herein provided

shall be deemed given, whether or not the holder receives the notice.

            5.10  Suspension of Exercisability.  To the extent that the

Company determines in good faith that some action will or need be taken

pursuant to Section 3.1 or to comply with federal or state securities laws,

the Company may suspend the exercisability of the Rights for a reasonable

period in order to take such action or comply with such laws.  In the event

of any such suspension, the Company shall issue as promptly as practicable

a public announcement stating that the exercisability or exchangeability of

the Rights has been temporarily suspended.  Notice thereof pursuant to Sec-

tion 5.9 shall not be required.

            Failure to give a notice pursuant to the provisions of this

Agreement shall not affect the validity of any action taken hereunder.

            5.11  Costs of Enforcement.  The Company agrees that if the

Company or any other Person the securities of which are purchasable upon

exercise of Rights fails to fulfill any of its obligations pursuant to this

Agreement, then the Company or such Person will reimburse the holder of any

Rights for the costs and expenses (including legal fees) 

 50

incurred by such holder in actions to enforce such holder's rights pursuant

to any Rights or this Agreement.

            5.12  Successors.  All the covenants and provisions of this

Agreement by or for the benefit of the Company or the Rights Agent shall

bind and inure to the benefit of their respective successors and assigns

hereunder.

            5.13  Benefits of this Agreement.  Nothing in this Agreement

shall be construed to give to any Person other than the Company, the Rights

Agent and the holders of the Rights any legal or equitable right, remedy or

claim under this Agreement and this Agreement shall be for the sole and

exclusive benefit of the Company, the Rights Agent and the holders of the

Rights.

            5.14  Determination and Actions by the Board of Directors, etc. 

The Board of Directors of the Company shall have the exclusive power and

authority to administer this Agreement and to exercise all rights and

powers specifically granted to the Board or to the Company, or as may be

necessary or advisable in the administration of this Agreement, including,

without limitation, the right and power to (i) interpret the provisions of

this Agreement and (ii) make all determinations deemed necessary or

advisable for the administration of this Agreement.  All such actions,

calculations, interpretations and determinations (including, for purposes

of clause (y) below, all omissions with respect to the foregoing) which are

done or made by the Board in good 

 51

faith, shall (x) be final, conclusive and binding on the Company, the

Rights Agent, the holders of the Rights and all other parties, and (y) not

subject the Board of Directors of the Company to any liability to the

holders of the Rights.

            5.15  Descriptive Headings.  Descriptive headings appear herein

for convenience only and shall not control or affect the meaning or

construction of any of the provisions hereof.

            5.16  Governing Law.  THIS AGREEMENT AND EACH RIGHT ISSUED

HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE

OF DELAWARE AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE TO CONTRACTS TO BE MADE

AND PERFORMED ENTIRELY WITHIN SUCH STATE.

            5.17  Counterparts.  This Agreement may be executed in any

number of counterparts and each of such counterparts shall for all purposes

be deemed to be an original, and all such counterparts shall together con-

stitute but one and the same instrument.

            5.18  Severability.  If any term or provision hereof or the

application thereof to any circumstance shall, in any jurisdiction and to

any extent, be invalid or unenforceable, such term or provision shall be

ineffective as to such jurisdiction to the extent of such invalidity or

unenforceability without invalidating or rendering unenforceable  the

remaining terms and provisions hereof or the application

 52

of such term or provision to circumstances other than those as to which it

is held invalid or unenforceable.

            IN WITNESS WHEREOF, the parties hereto have caused this

Agreement to be duly executed as of the date first above written.

                                    BRINKER INTERNATIONAL, INC.



                                    By: /s/Ronald A. McDougall
                                       Name:  Ronald A. McDougall
                                       Title: President and Chief 
                                              Executive Officer


                                    CHEMICAL MELLON SHAREHOLDER
                                    SERVICES, L.L.C.



                                    By: /s/Margaret W. Grubb      
                                       Name:  Margaret W. Grubb
                                       Title: Assistant Vice
                                              President

 1
                                                                 EXHIBIT A





                        [Form of Rights Certificate]

Certificate No. W-                              _______ Rights

      THE RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY EXCHANGE, AT THE
      OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS
      AGREEMENT.  RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR
      AFFILIATES OR ASSOCIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE
      RIGHTS AGREEMENT) OR TRANSFEREES OF ANY OF THE FOREGOING WILL BE
      VOID.

                             Rights Certificate


                        BRINKER INTERNATIONAL, INC.

            This certifies that ____________________, or registered

assigns, is the registered holder of the number of Rights set forth above,

each of which entitles the registered holder thereof, subject to the terms,

provisions and conditions of the Stockholder Protection Rights Agreement,

dated as of January 30, 1996 (as amended from time to time, the "Rights

Agreement"), between Brinker International, Inc., a Delaware corporation

(the "Company"), and Chemical Mellon Shareholder Services, L.L.C., as

Rights Agent (the "Rights Agent", which term shall include any successor

Rights Agent under the Rights Agreement), to purchase from the Company at

any time after the Separation Time (as such term is defined in the Rights

Agreement) and prior to the close of business on February 9, 2006, one

share of Common Stock, par value $0.10 per share (the "Common Stock"), of

the Company (subject to adjustment as provided in the Rights Agreement) at

the Exercise Price referred to below, upon 

 2

presentation and surrender of this Rights Certificate with the Form of

Election to Exercise duly executed at the principal office of the Rights

Agent in The City of New York.  The Exercise Price shall initially be

$60 per Right and shall be subject to adjustment in certain events as

provided in the Rights Agreement.

            In certain circumstances described in the Rights Agreement, the

Rights evidenced hereby may entitle the registered holder thereof to

purchase that number of shares of Common Stock having an aggregate Market

Price (as defined in the Rights Agreement) on the Stock Acquisition Date

(as defined in the Rights Agreement) equal to twice the Exercise Price (as

such right may be adjusted in certain events as provided in the Rights

Agreement), securities of an entity other than the Company or securities or

assets of the Company other than Common Stock, all as provided in the

Rights Agreement.

            This Rights Certificate is subject to all of the terms,

provisions and conditions of the Rights Agreement, which terms, provisions

and conditions are hereby incorporated herein by reference and made a part

hereof and to which Rights Agreement reference is hereby made for a full

description of the rights, limitations of rights, obligations, duties and

immunities hereunder of the Rights Agent, the Company and the holders of

the Rights Certificates.  Copies of the Rights Agreement are on file at the

principal 

 3

office of the Company and are available without cost upon written request.

            This Rights Certificate, with or without other Rights

Certificates, upon surrender at the office of the Rights Agent designated

for such purpose, may be exchanged for another Rights Certificate or Rights

Certificates of like tenor evidencing an aggregate number of Rights equal

to the aggregate number of Rights evidenced by the Rights Certificate or

Rights Certificates surrendered.  If this Rights Certificate shall be

exercised in part, the registered holder shall be entitled to receive, upon

surrender hereof, another Rights Certificate or Rights Certificates for the

number of whole Rights not exercised.

            Subject to the provisions of the Rights Agreement, each Right

evidenced by this Certificate may be (a) redeemed by the Company under

certain circumstances, at its option, at a redemption price of $0.01 per

Right or (b) exchanged by the Company under certain circumstances, at its

option, for one share of Common Stock per Right (or, in certain cases,

other securities or assets of the Company), subject in each case to

adjustment in certain events as provided in the Rights Agreement.

            No holder of this Rights Certificate, as such, shall be

entitled to vote or receive dividends or be deemed for any purpose the

holder of any securities which may at any time be issuable on the exercise

hereof, nor shall any-

 4

thing contained in the Rights Agreement or herein be construed to confer

upon the holder hereof, as such, any of the rights of a stockholder of the

Company or any right to vote for the election of directors or upon any

matter submitted to stockholders at any meeting thereof, or to give or

withhold consent to any corporate action, or to receive notice of meetings

or other actions affecting stockholders (except as provided in the Rights

Agreement), or to receive dividends or subscription rights, or otherwise,

until the Rights evidenced by this Rights Certificate shall have been exer-

cised or exchanged as provided in the Rights Agreement.

 5

            This Rights Certificate shall not be valid or obligatory for

any purpose until it shall have been countersigned by the Rights Agent.

            WITNESS the facsimile signature of the proper officers of the

Company and its corporate seal.


Date:  ____________


ATTEST:                                   BRINKER INTERNATIONAL, 
                                          INC.



___________________________               By______________________
       Secretary


Countersigned:

___________________



By____________________________
   Authorized Signature 

 1

                [Form of Reverse Side of Rights Certificate]

                             FORM OF ASSIGNMENT

              (To be executed by the registered holder if such
            holder desires to transfer this Rights Certificate.)

            FOR VALUE RECEIVED ________________________ hereby

sells, assigns and transfers unto ___________________
                                        (Please print name
_____________________________________________________
               and address of transferee)

this Rights Certificate, together with all right, title and interest

therein, and does hereby irrevocably constitute and appoint _______________

Attorney, to transfer the within Rights Certificate on the books of the

within-named Company, with full power of substitution.

Dated:  _______________, 


Signature Guaranteed:               ________________________________
                                    Signature
                                    (Signature must correspond 
                                    to name as written upon the 
                                    face of this Rights Certificate 
                                    in every particular, without 
                                    alteration or enlargement or
                                    any change whatsoever)


            Signatures must be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee Medallion
program), pursuant to SEC Rule 17Ad-15.

 2

- ---------------------------------------------------------------------------
                         (To be completed if true)

The undersigned hereby represents, for the benefit of all holders of Rights
and shares of Common Stock, that the Rights evidenced by this Rights
Certificate are not, and, to the knowledge of the undersigned, have never
been, Beneficially Owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).


                                          _________________________________
                                          Signature

- ---------------------------------------------------------------------------


                                   NOTICE

            In the event the certification set forth above is not completed
in connection with a purported assignment, the Company will deem the
Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate
to be an Acquiring Person or an Affiliate or Associate thereof (as defined
in the Rights Agreement) or a transferee of any of the foregoing and
accordingly will deem the Rights evidenced by such Rights Certificate to be
void and not transferable or exercisable.

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                [To be attached to each Rights Certificate]


                        FORM OF ELECTION TO EXERCISE

                    (To be executed if holder desires to
                     exercise the Rights Certificate.)

TO:  Brinker International, Inc.

            The undersigned hereby irrevocably elects to exercise

_______________________ whole Rights represented by the attached Rights

Certificate to purchase the shares of Common Stock issuable upon the

exercise of such Rights and requests that certificates for such shares be

issued in the name of:

            ___________________________________
            Address:                           
            ___________________________________
            Social Security or Other Taxpayer
            Identification Number:             

If such number of Rights shall not be all the Rights evidenced by this

Rights Certificate, a new Rights Certificate for the balance of such Rights

shall be registered in the name of and delivered to:

            ___________________________________
            Address:                           
            ___________________________________
            Social Security or Other Taxpayer
            Identification Number:             

Dated:  _______________, 


Signature Guaranteed:               _________________________________
                                    Signature
                                    (Signature must correspond 
                                    to name as written upon the 
                                    face of the attached Rights 
                                    Certificate in every particular,
                                    without alteration or enlargement 
                                    or any change whatsoever)

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            Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States.


- ---------------------------------------------------------------------------
                        (To be completed if true)

            The undersigned hereby represents, for the benefit of all
holders of Rights and shares of Common Stock, that the Rights evidenced by
the attached Rights Certificate are not, and, to the knowledge of the
undersigned, have never been, Beneficially Owned by an Acquiring Person or
an Affiliate or Associate thereof (as defined in the Rights Agreement).


                                          _________________________________
                                          Signature

- ---------------------------------------------------------------------------

                                   NOTICE

            In the event the certification set forth above is not completed
in connection with a purported exercise, the Company will deem the
Beneficial Owner of the Rights evidenced by the attached Rights Certificate
to be an Acquiring Person or an Affiliate or Associate thereof (as defined
in the Rights Agreement) or a transferee of any of the foregoing and
accordingly will deem the Rights evidenced by such Rights Certificate to be
void and not transferable or exercisable.

 1




                               PRESS RELEASE


                        BRINKER INTERNATIONAL, INC.
                 ADOPTS STOCKHOLDER PROTECTION RIGHTS PLAN


            January 30, 1996, -- The Board of Directors of Brinker
International, Inc. today adopted a Stockholder Protection Rights Plan and
declared a dividend of one Right on each outstanding share of Brinker
International Common Stock.  The dividend will be paid on February 9, 1996
to stockholders of record on February 9, 1996.

            The Rights Plan was not adopted in response to any specific
effort to acquire control of Brinker International.  Rather, it was adopted
to deter abusive takeover tactics that can be used to deprive stockholders
of the full value of their investment.

            Until it is announced that a person or group has acquired 15%
or more of Brinker International's Common Stock (or, in the case of a
holder of 10% or more of Brinker International's Common Stock on January
30, 1996 who does not subsequently become the holder of less than 10% of
Brinker International's Common Stock, a percentage of Common Stock in
excess of the lesser of (a) the sum of 5% and the percentage of Common
Stock owned by such holder on January 30, 1996 and (b) 20%) (an "Acquiring
Person") or commences a tender offer that, if completed, would result in
such person or group becoming an Acquiring Person, the Rights will be
evidenced by the Common Stock certificates, will automatically trade with
the Common Stock and will not be exercisable.  Thereafter, separate Rights
certificates will be distributed and each Right will entitle its holder to
purchase one share of Common Stock for an exercise price of $60.00.

            Upon announcement that any person or group has become an
Acquiring Person (or such later date as the Board may decide) (the "Flip-in
Date") each Right (other than Rights beneficially owned by any Acquiring
Person or transferees thereof, which Rights become void) will entitle its
holder to purchase, for the exercise price, a number of shares of Brinker
International Common Stock having a market value of twice the exercise
price.  Also, if, after an Acquiring Person controls Brinker
International's Board of Directors, Brinker International is involved in a
merger or sells more than 50% of its assets or earning power (or has
entered an agreement to do any of the foregoing) and, in the case of a
merger, the Acquiring Person will receive different


 2

treatment than all other stockholders or is a party to the transaction,
each Right will entitle its holder to purchase, for the exercise price, a
number of shares of common stock of the Acquiring Person having a market
value of twice the exercise price.  In addition, between the time that any
person becomes an Acquiring Person and the time any such Acquiring Person
becomes the owner of 50% of Brinker International's Common Stock, Brinker
International's Board of Directors may, at its option, exchange one share
of Brinker International's Common Stock for each Right.

            The Rights may be redeemed by the Board of Directors for $0.01
per Right prior to the Flip-in Date.

            Norman E. Brinker, Chairman of the Board of Brinker
International, stated that "this Rights Plan truly is the right move to
make.  It is strictly a preventive measure and is not a reaction to any
event."  Mr. Brinker added that "the issuance of the Rights will have no
adverse effect on our financial strength, our future earnings or on the way
the Company's shares are traded." 

            Debra L. Smithhart, Chief Financial Officer of Brinker
International stated that "the Rights Plan is not intended to and will not
prevent a takeover of Brinker International at a full and fair price. 
However, the Rights may cause substantial dilution to a person or group
that becomes an Acquiring Person unless the Rights are first redeemed by
the Board of Directors of the Company.  Nevertheless, the Rights should not
interfere with a transaction that is in the best interests of the Company
and its stockholders because the Rights can be redeemed prior to a
triggering event.  The issuance of the Rights will have no dilutive effect
to the stockholders of Brinker International and is not taxable to Brinker
International or its stockholders."

            A letter to stockholders regarding the Rights Plan and a
Summary of certain terms of the Rights Plan will be mailed to all
stockholders of record.

            Brinker International is a publicly held company whose shares
are listed on the New York Stock Exchange under the ticker symbol EAT. 
Brinker International is principally engaged in the operation and
development of the Chili's Grill & Bar, Romano's Macaroni Grill, On
The Border Cafes, Cozymel's, Maggiano's Little Italy, and The Corner
Bakery restaurant concepts.


 3

                    For additional information, contact:

                             Debra L. Smithart
             Executive Vice President & Chief Financial Officer
                        Brinker International, Inc.
                              6820 LBJ Freeway
                            Dallas, Texas  75240
                          Tel. No.:  214-980-9917