CEO’S STATEMENT ON BUSINESS CONDUCT RESPONSIBILITIES Dear Team Members: DineEquity, Inc., International House of Pancakes, Inc., Applebee’s International, Inc. and their corporate affiliates have always followed the highest principles of business ethics. Our policies with respect to business conduct and responsibilities have been clearly and frequently stated in the past, and, I believe, are well understood by each of you. This Business Conduct Policy (the “Code”), which has been approved by our Board of Directors, once again sets forth the fundamental principles and key policies and procedures that govern the conduct of our business. Because our business depends on the reputation of all of us for integrity and principled business conduct, in many instances, the policies referenced in this Code go beyond the requirements of the law. All directors, officers and employees of DineEquity, Inc., International House of Pancakes, Inc., Applebee’s International, Inc. and affiliates or subsidiaries of those companies, are expected to comply with the policies set forth in this Code and must certify that they have read this Code and understand it. If you have any questions about this Code, or if you are in doubt about the best course of action in a particular situation, you should speak to your supervisor, the Compliance Officer or any of the other resources identified in the Code. Please read the Code carefully. I am confident that each of us will comply with our policies and that our valued reputation will be maintained.

______________________________

Julia A. Stewart Chief Executive Officer

TABLE OF CONTENTS

INTRODUCTION ..........................................................................................................................1

SUMMARY OF OUR POLICIES ON BUSINESS CONDUCT ......................................................1

How We Treat Each Other ................................................................................................1

We Do Not Discriminate....................................................................................................2

We Do Not Discriminate In Places of Public Accommodation ..........................................2

Sexual and Other Types of Harassment Are Prohibited ...................................................2

Our Non-Fraternization Policy...........................................................................................3

Employment of Relatives ..................................................................................................3

We Are Employees At Will ................................................................................................4

We Obey Immigration Laws..............................................................................................4

Safety in the Workplace ....................................................................................................4

Alcohol and Drug Abuse ...................................................................................................4

CONFLICTS OF INTEREST.........................................................................................................4

Improper Personal Benefits from the Company ................................................................5

Financial Interests in Other Businesses............................................................................5

Business Arrangements with the Company ......................................................................5

Outside Employment or Activities With a Competitor........................................................5

Outside Employment With a Supplier ...............................................................................6

Charitable, Government and Other Outside Activities ......................................................6

Family Members Working In The Industry ........................................................................6

CORPORATE OPPORTUNITIES.................................................................................................6

GIFTS AND ENTERTAINMENT ...................................................................................................7

DEALINGS WITH GOVERNMENT OFFICIALS ...........................................................................7

PROTECTION AND PROPER USE OF COMPANY ASSETS.....................................................7

COMPUTER AND COMMUNICATION RESOURCES.................................................................7

WE OBEY THE FRANCHISE LAWS............................................................................................8

Franchise Sales ................................................................................................................8

Transfers by Franchisees..................................................................................................8

Representations, Modifications and Waivers ....................................................................9

Good Faith ........................................................................................................................9

Non-discrimination ............................................................................................................9

Advertising ........................................................................................................................9

Termination and Non-Renewal .........................................................................................9

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FAIR DEALING.............................................................................................................................9

We Obey the Antitrust Laws..............................................................................................9

Franchisees As Competitors ...........................................................................................10

Communications With Competitors.................................................................................10

Penalties for Violations....................................................................................................11

"INSIDE INFORMATION" AND TRADING RESTRICTIONS......................................................11

PROTECTION OF THE COMPANY'S CONFIDENTIAL AND PROPRIETARY INFORMATION...............................................................................................................13

COMPANY BOOKS AND RECORDS ........................................................................................13

PRESERVATION OF DOCUMENTS..........................................................................................14

POLITICAL ACTIVITIES.............................................................................................................14

ENVIRONMENTAL LAWS..........................................................................................................14

INTERNATIONAL BUSINESS....................................................................................................16

IMPLEMENTATION OF THE BUSINESS CONDUCT POLICY .................................................16

Compliance Officer..........................................................................................................16

Seeking Guidance...........................................................................................................16

Reporting of Violations....................................................................................................16

Reports Regarding Accounting Matters ..........................................................................17

Investigations of Violations..............................................................................................17

Discipline for Violation of Policies ...................................................................................17

Waivers of the Code........................................................................................................17

No Rights Created...........................................................................................................17

Modification of Business Conduct Policy ........................................................................18

STATEMENT OF UNDERSTANDING........................................................................................19

INTRODUCTION This Code is designed to help you understand and follow the Company's policies with respect to business conduct. We hope that it will provide a useful guide to you in your day-to-day business activities. This Code is a reaffirmation of the Company's longstanding commitment to ethical business conduct and the strict observance of all laws and regulations applicable to the Company and its business. The Code cannot provide definitive answers to all questions. For that, we must ultimately rely on each person's good sense of what is right, including a sense of when it is proper to seek guidance on the appropriate course of conduct. Thus, the Code is designed to alert you to problems that may arise in the course of business, so that you will know when you should obtain guidance from the Law Department. As used throughout this booklet, the terms "DineEquity" and "Company" refer to DineEquity, Inc., International House of Pancakes, Inc., and their subsidiaries and affiliates. The Code is a statement of policies for individual and business conduct and does not, in any way, constitute an employment contract or an assurance of continued employment.

SUMMARY OF OUR POLICIES ON BUSINESS CONDUCT Stated in their most general terms, the principles of business conduct that you are expected to adhere to are: Obey the Law. We conduct our business in accordance with all applicable laws and regulations. No one should act on behalf of the Company in a manner that violates any applicable law or regulation. This Code outline basic requirements of the laws relating to personnel practices, conflicts of interest, franchising, antitrust, inside information, political contributions, and certain other matters. These issues are discussed because of their particular importance to our business activities. It should be understood, however, that the requirement that you comply with applicable laws is not limited solely to those mentioned in this Code, but extends to all applicable laws and regulations. Honesty. We are honest and forthright in our dealings on behalf of the Company, with each other and with our franchisees, customers, suppliers, shareholders, government regulators and others. Integrity. We have an obligation to conduct all of our activities on behalf of the Company with integrity and high standards of business conduct. Loyalty to DineEquity. Company employees, officers and directors are expected to dedicate their best efforts to advancing the Company's interests and to make decisions that affect the Company based on the Company's best interests, independent of outside influences. You must obtain advance approval before participating in any activity that might conflict with the Company’s interests. Mutual Respect. We treat one another with dignity and respect.

How We Treat Each Other All employees want and deserve a work place where they are respected and appreciated. Everyone who works for the Company must contribute to the creation of such an environment,

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and supervisors and managers have a special responsibility to foster a workplace that supports honesty, integrity, respect and trust.

We Do Not Discriminate The Company is an equal opportunity employer in hiring and promoting practices, benefits and wages. We will not tolerate discrimination against any person on the basis of race, religion, color, gender, age, marital status, national origin, sexual orientation, citizenship, Vietnam-era or disabled veteran status or disability (where the applicant or employee is qualified to perform the essential functions of the job with or without reasonable accommodation), or any other basis prohibited by law in recruiting, hiring, placement, promotion, or any other condition of employment.

Company policy and the law prohibit discrimination on the basis of pregnancy or the possibility of pregnancy, or against an employee because he or she filed a complaint or claim alleging improper harassment, including sexual harassment. Company policy and the law also prohibit discrimination or retaliation against an employee for filing a Workers' Compensation claim, making a complaint concerning a safety or health violation, or disclosing information to a government or law enforcement agency concerning the suspected violation of a state or federal law, statute or regulation.

We Do Not Discriminate In Places of Public Accommodation All persons are entitled to equal and appropriate treatment in our restaurants. Race, creed, color, religion, sex, age, national origin or disability are never to be taken into account in determining access to or services available at any DineEquity Restaurant.

Sexual and Other Types of Harassment Are Prohibited Company policy strictly prohibits any form of harassment in the workplace, including sexual harassment. Sexual harassment consists of unwelcome sexual advances, requests for sexual favors and other verbal or physical conduct of a sexual nature when:

• submission to such conduct is made a term or condition of employment; • submission to or rejection of such conduct is used as a basis for employment decisions;

or • such conduct has the purpose or effect of unreasonably interfering with an individual's

work performance or creating an intimidating, offensive or hostile work environment.

Forms of sexual harassment include, but are not limited to, the following:

• verbal harassment, such as unwelcome comments, jokes, or slurs of a sexual nature; • physical harassment, such as unnecessary or offensive touching, or impeding or

blocking movement; and • visual harassment, such as derogatory or offensive posters, cards, cartoons, graffiti,

drawings or gestures.

Harassment on the basis of other characteristics is also strictly prohibited. Under this policy, harassment is verbal or physical conduct that degrades or shows hostility or hatred toward an individual because of his or her race, color, national origin, citizenship, religion, sexual orientation, marital status, age, mental or physical handicap or disability, veteran status or any other characteristic protected by law, which:

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• has the purpose or effect of creating an intimidating, hostile, or offensive work environment;

• has the purpose or effect of unreasonably interfering with an individual's work performance; or

• otherwise adversely affects an individual's employment. Harassing conduct includes, but is not limited to, the following: epithets; slurs; negative stereotyping; threatening, intimidating or hostile acts; and written or graphic material that ridicules or shows hostility or aversion to an individual or group and that is posted on Company premises or circulated in the workplace.

If you believe that you have been subjected to harassment of any kind, you should promptly report the incident to your supervisor, the harasser's supervisor, the Compliance Officer or the Human Resources Department. Complaints of harassment, abuse or discrimination will be investigated promptly and thoroughly and will be kept confidential to the extent reasonably possible. The Company will not in any way retaliate against any employee for making a good faith complaint or report of harassment or participating in the investigation of such a complaint or report. The Company encourages the prompt reporting of all incidents of harassment, regardless of who the offender may be, or the offender's relationship to the Company. This procedure should also be followed if you believe that a non-employee with whom you are required or expected to work has engaged in prohibited conduct. Supervisors must promptly report all complaints of harassment to the Human Resources Department or the Compliance Officer.

Remember that, regardless of legal definitions, the Company expects employees to interact with each other in a professional and respectful manner.

Our Non-Fraternization Policy The Company desires to avoid misunderstandings, complaints of favoritism, possible claims of sexual harassment, and the employee morale problems that sometimes result from personal or social relationships involving managerial and supervisory employees. Accordingly, managers and supervisors are to avoid fraternizing with or becoming romantically involved with any employee in their chain of command, or with a non-management employee of any office or facility owned or operated by the Company. Efforts will be made to transfer one of the parties involved if it can be done without undue disruption of the Company's business. If a suitable transfer is not possible, one of the parties must terminate his or her employment with the Company. If the parties fail to decide who will resign, it may be necessary to sever the employment relationship with both parties.

Employment of Relatives Relatives of present employees may be hired by the Company only if the individuals concerned do not work in a direct supervisory relationship. "Relatives" are defined to include spouses, children, sisters, brothers, mothers and fathers. Employees who marry one another will be permitted to continue working for the Company only if they do not work in a direct supervisory relationship with one another, and subject to all Company policies regarding conflicts of interest.

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We Are Employees At Will Everyone who works for the Company is an employee-at-will. This means that no one has any guarantee or promise of employment for any particular period of time or, for example, for so long as "he meets budget targets" or "as long as she does a good job," etc. Instead, every employee's employment and compensation can be terminated at will, with or without cause, and with or without notice, at any time, either at the option of the employee or at the option of the Company. Therefore, it is very important that you do not enter into any agreements or make any statements that could be construed to suggest that anyone has been promised a job that will continue so long as "he does a good job," "she continues to build sales," "she lives," etc. Even the President of the Company may not alter the "at-will" nature of anyone's employment relationship with the Company unless the President and the individual employee both sign a written document which specifically and clearly indicates the terms of such employment.

We Obey Immigration Laws U.S. law prohibits the employment of unauthorized aliens and requires that employers verify the citizenship status and employment eligibility of all new employees. The Company is committed to full compliance with the federal immigration laws. All individuals must pass an employment verification procedure before they are allowed to start a job. Although employers must verify each person's identity and legal eligibility to work in the U.S., management should be aware that it is illegal to discriminate on the basis of national origin, alienage or citizenship. Offers of employment must be made subject to verification of eligibility for employment, so as to comply with the law.

Safety in the Workplace The safety and security of employees is of primary importance. You are responsible for maintaining our facilities free from recognized hazards and obeying all Company safety rules. Working conditions should be maintained in a clean and orderly state to encourage efficient operations and promote good safety practices.

Alcohol and Drug Abuse No employee may use, possess, distribute, transfer, or sell alcohol or any illegal drug while on the Company's premises, while on duty, or while operating a vehicle that is owned or leased by the Company (including Company paid rental cars), except the legal use of alcohol in moderation will be permitted at an official Company-sponsored function where it is authorized. In addition, no employee may report for work or remain on duty while under the influence of or impaired by alcohol or any drug. For purposes of this policy, a drug will be considered an "illegal drug" if its use is prohibited or restricted by law and an employee improperly uses or possesses the drug. Lawfully prescribed medication is not prohibited. However, if use of medication as prescribed would affect job performance or create a safety risk, the employee should disclose it to his or her supervisor to determine whether accommodations can be made. If you have any questions or problems in this area, please feel free to call the Personnel Department or the Law Department.

CONFLICTS OF INTEREST Company employees, officers and directors are expected to dedicate their best efforts to advancing the Company's interests and to make decisions that affect the Company based on the Company's best interests, independent of outside influences.

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A conflict of interest occurs when your private interests interfere, or even appear to interfere, with the interests of the Company. A conflict situation can arise when you take actions or have interests that make it difficult for you to perform your Company work objectively and effectively. Your obligation to conduct the Company's business in an honest and ethical manner includes the ethical handling of actual, apparent and potential conflicts of interest between personal and business relationships. This includes full disclosure of any actual, apparent or potential conflicts of interest as set forth below. It is essential to keep in mind that when an employee confronts a possible conflict of interest, prompt and full disclosure is the correct first step towards solving the problem.

Special rules apply to executive officers and directors who engage in conduct that creates an actual, apparent or potential conflict of interest. Before engaging in any such conduct, executive officers and directors must make full disclosure of all facts and circumstances to the Corporate Secretary, who shall inform and seek the prior approval of the Audit Committee of the Board of Directors.

Although we cannot list every conceivable conflict, what follows are some common examples of actual, apparent and potential conflicts of interest, and to whom employees (other than executive officers, who are discussed in the paragraph above) should make disclosures. If you are involved in a conflicts situation that is not described below, you should discuss your particular situation with your supervisor or the Compliance Officer.

Improper Personal Benefits from the Company Conflicts of interest arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. You may not accept any benefits from the Company that have not been duly authorized and approved pursuant to Company policy and procedure, including any Company loans or guarantees of your personal obligations. The Company will not make any personal loans to nor guarantee the personal obligations of directors and executive officers.

Financial Interests in Other Businesses You may not own an interest in a company that competes with the Company. You may not own an interest in a company that does business with the Company (such as a franchisee or a Company supplier) without the prior written approval of the Compliance Officer. However, it is not typically considered a conflict of interest (and therefore, prior approval is not required) to have an interest of less than 1% of the outstanding shares of a publicly traded company.

Business Arrangements with the Company Without prior written approval from the Chief Executive Officer, you may not participate in a joint venture, partnership or other business arrangement with the Company.

Outside Employment or Activities with a Competitor Simultaneous employment with or serving as a director of a competitor of the Company is strictly prohibited, as is any activity that is intended to or that you should reasonably expect to advance a competitor’s interests. You may not market products or services in competition with the Company's current or potential business activities. It is your responsibility to consult with the Compliance Officer to determine whether a planned activity will compete with any of the Company's business activities before you pursue the activity in question.

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Outside Employment with a Supplier Without prior written approval from the Compliance Officer, you may not be a supplier or be employed by, serve as a director of or represent a supplier to the Company. Nor may you accept money or benefits of any kind as compensation or payment for any advice or services that you may provide to a supplier or anyone else in connection with its business with the Company.

Charitable, Government and Other Outside Activities The Company encourages all employees to participate in projects and causes that further the welfare of our local communities. However, you must obtain the prior written approval of the Compliance Officer before serving as a director or trustee of any charitable, not-for-profit, for-profit, or other entity or before running for election or seeking appointment to any government-related position.

Family Members Working in the Industry You may find yourself in a situation where your spouse or significant other, your children, parents, or in-laws, or someone else with whom you have a close familial relationship is a competitor, supplier or franchisee of the Company or is employed by one. Such situations are not prohibited, but they call for extra sensitivity to security, confidentiality and conflicts of interest.

There are several factors to consider in assessing such a situation. Among them: the relationship between the Company and the other company; the nature of your responsibilities as a Company employee and those of the other person; and the access each of you has to your respective employer's confidential information. Such a situation, however harmless it may appear to you, could arouse suspicions among your associates that might affect your working relationships. The very appearance of a conflict of interest can create problems, regardless of the propriety of your behavior.

To remove any such doubts or suspicions, you must disclose your specific situation to the Compliance Officer to assess the nature and extent of any concern and how it can be resolved. In some instances, any risk to the Company's interests is sufficiently remote that the Compliance Officer may only remind you to guard against inadvertently disclosing Company confidential information and not to be involved in decisions on behalf of the Company that involve the other company.

CORPORATE OPPORTUNITIES Employees and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. If you learn of a business or investment opportunity through the use of corporate property or information or your position at the Company, such as from a competitor or actual or potential supplier or business associate of the Company, you may not participate in the opportunity or make the investment without the prior written approval of the Compliance Officer. Such an opportunity should be considered an investment opportunity for the Company in the first instance. You may not use corporate property or information or your position at the Company for personal gain, and you may not compete with the Company. For example, the acquisition of a leasehold or ownership interest in a store site or other real estate which you know is being considered for purchase or lease by the Company would violate Company policy.

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GIFTS AND ENTERTAINMENT When you are involved in making business decisions on behalf of the Company, your decisions must be based on uncompromised, objective judgment. Employees interacting with any person who has business dealings with the Company (including suppliers, franchisees, contractors and consultants) must conduct such activities in the best interest of the Company, using consistent and unbiased standards. We must never accept gifts or other benefits if our business judgment or decisions could be affected.

You must never ask for gifts, entertainment or any other business courtesies from people doing business with the Company. Unsolicited gifts and business courtesies, including meals and entertainment, are permissible if their value does not exceed $100; they are customary and commonly accepted business courtesies; not excessive in value; and given and accepted without an express or implied understanding that you are in any way obligated by your acceptance of the gift. Gifts that are extravagant in value or unusual in nature have a value of greater than $100 should not be accepted without the prior written approval of your supervisor or the Compliance Officer.

Gifts of cash or cash equivalents (including gift certificates, securities, below-market loans, etc.) in any amount are prohibited and must be returned promptly to the donor. When you are providing a gift, entertainment or other accommodation in connection with Company business, you must do so in a manner that is in good taste and without excessive expense. You may not furnish or offer to furnish any gift that is of more than token value or that goes beyond the common courtesies associated with accepted business practices. You should follow the above guidelines for receiving gifts in determining when it is appropriate to give gifts and when prior written approval from your supervisor or the Compliance Officer is required.

DEALINGS WITH GOVERNMENT OFFICIALS With respect to gifts and entertainment, what is acceptable in the commercial business environment may be entirely unacceptable in dealings with the government. There are strict laws that govern providing gifts, including meals, entertainment, transportation and lodging, to government officials and employees. You are prohibited from providing gifts or anything of value to government officials or employees or members of their families in connection with Company business without prior written approval from the Compliance Officer. This rule applies to U.S. federal, state and local and to foreign government officials.

PROTECTION AND PROPER USE OF COMPANY ASSETS We each have a duty to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. We should take measures to prevent damage to and theft or misuse of Company property. When you leave the Company, all Company property must be returned to the Company. Except as specifically authorized, Company assets, including Company time, equipment, materials, resources and proprietary information, must be used for business purposes only.

COMPUTER AND COMMUNICATION RESOURCES The Company's computer and communication resources, including computers, voicemail and e-mail, provide substantial benefits, but they also present significant security and liability risks to you and the Company. It is extremely important that you take all necessary measures to secure your computer and any computer or voicemail passwords. If you have any reason to believe that your password or the security of a Company computer or communication resource has in

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any manner been compromised, you must change your password immediately and report the incident to the Information Technology Department.

When you are using Company resources to send e-mail, voicemail or to access Internet services, you are acting as a representative of the Company. Any improper use of these resources may reflect poorly on the Company, damage its reputation, and expose you and the Company to legal liability.

All of the computing resources used to provide computing and network connections throughout the organization are the property of the Company and are intended for use by Company employees to conduct the Company's business. All e-mail, voicemail and personal files stored on Company computers are Company property. You should therefore have no expectation of personal privacy in connection with these resources. The Company may, from time to time and at its sole discretion, review any files stored or transmitted on its computer and communication resources, including e-mail messages, for compliance with Company policy. Incidental and occasional personal use of electronic mail and telephones is permitted, but such use should be minimized and the length of the messages should be kept as short as possible, as these messages cost the Company in both productive time and money. Even personal messages on the Company's e-mail and voicemail systems are Company property.

You should not use Company resources in a way that may be disruptive or offensive to others or unlawful. At all times when sending e-mail or transmitting any other message or file, you should not transmit comments, language, images or other files that you would be embarrassed to have read by any person. Remember that your "private" e-mail messages are easily forwarded to a wide audience. In addition, do not use these resources in a wasteful manner. Unnecessarily transmitting messages and other files wastes not only computer resources, but also the time and effort of each employee having to sort and read through his or her own e-mail.

Use of computer and communication resources must be consistent with all other Company policies, including those relating to harassment, privacy, copyright, trademark, trade secret and other intellectual property considerations.

WE OBEY THE FRANCHISE LAWS Specific and detailed laws govern the sale, transfer, termination and non-renewal of franchises. The Company has detailed policies regarding franchise sales and relations, which are distributed to those who are involved in franchise sales. Additional copies are available from the Compliance Officer upon request.

Franchise Sales The Company supplies all prospective franchisees with an offering circular describing the program being offered, the franchisee's obligations and the Company's duties. AS A COMPANY POLICY, NO PRO FORMA PROJECTIONS OR STATEMENTS OF SALES, COSTS, REVENUES OR INCOME, ORAL OR WRITTEN, CAN EVER BE USED IN THE OFFERING OR SALE OF A FRANCHISE, EXCEPT AS CONTAINED IN THE OFFERING CIRCULAR.

Transfers by Franchisees The Company does not become involved in a sale by a franchisee of his or her restaurant, except for in the areas of approval and training. Please consult the Law Department if you are asked to participate in any manner in a sale by a franchisee.

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Representations, Modifications and Waivers Many lawsuits in the franchise area arise out of alleged oral promises made by employees of franchisors. Remember that the franchise agreement governs the relationship between the parties. No person is authorized to promise anything to prospective franchisees that is in addition to or contrary to the information in the offering circular. Furthermore, Company employees are not authorized to waive or alter any term of the franchise agreement. Any modification or waiver of any term of the franchise agreement may be accomplished only in compliance with all applicable laws that may govern such modifications or waivers, and only with the approval of the President, Executive Vice President or Vice President-Franchise in consultation with the Law Department.

Good Faith In dealing with franchisees, you should do so honestly, ethically, and with mutual respect, in accordance with the terms of the franchise and other agreements.

Non-discrimination It is this Company's policy to prohibit discrimination in the offer, sale, termination, renewal or transfer of franchises or any other aspect of the operation of its franchise system on the basis of race, color, religion, national origin, age, disability or sex.

Advertising A number of states have specific requirements about advertising used to sell franchises. Because this is a fairly technical area, to avoid any problem, all franchise advertising must be approved by the Franchise Department and cleared with the Law Department before it is used or before any expense is incurred in putting it into final form.

Termination and Non-Renewal Some states have laws regulating the situations and manner in which franchises may be terminated or not renewed. In addition, certain laws govern the timing and method by which a landlord, which may also be a franchisor, can take back a store or any leasehold from a defaulting tenant, which may also be a franchisee. The Law Department must be consulted before a termination of a franchise or an unlawful detainer proceeding is commenced or threatened.

FAIR DEALING The Company depends on its reputation for quality, service and integrity. The way we deal with our franchisees, customers, competitors and suppliers molds our reputation, builds long-term trust and ultimately determines our success. You should endeavor to deal fairly with the Company's customers, suppliers, competitors and employees. We must never take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

We Obey the Antitrust Laws At the heart of the antitrust laws is the conviction that the economy and the public will benefit most if businesses compete vigorously, free from unreasonable restraints. The Company's policy has been and continues to be that all employees and directors must comply with the antitrust laws. The responsibility for compliance rests with each of us. The antitrust laws are complicated, and not always intuitive. What follows are some guidelines

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that you should remember. You must NOT: • discuss or enter into an oral or written understanding or agreement with a competitor to

influence or fix the price or any other term or condition of sale, or to limit the availability of a product or service provided by the Company;

• discuss or enter into an oral or written understanding or agreement to keep from taking on a

line of business, to keep from seeking or accepting business, or to keep from sending business to another company or other supplier of goods or services, for any reason;

• discuss or enter into an oral or written understanding or agreement that allocates territories,

services, products or customers between competitors, suppliers or customers, discriminates in price of a product between customers, or might result in a cartel or monopoly;

• communicate with a competitor or trade or professional association, for any reason, with the

appearance of entering into any of the above understandings or agreements; • participate in an association or with any other group that engages in, or appears to engage

in, illegal activity; or • act to injure a competitor rather than to increase the Company's business.

Franchisees as Competitors The Company's competitors consist not only of other restaurants and food service businesses, but also its own franchisees. Franchisees are also competitors with one another in the eyes of the law. This means that the Company cannot enter into any agreement regarding price (including menu and other prices) in any market with its franchisees. It also means that franchisees cannot enter into such agreements among themselves. Unlike franchisees, company-owned retail stores are not considered competitors of the Company or competitors of one another. Because the Company competes with its franchisees and at the same time provides them with products and services, the Company's relationship with its franchisees raises complex issues under the antitrust laws. All contacts with franchisees concerning pricing, conditions of sale, customer incentives, advertised specials or other retail business practices should come only from authorized personnel. If you have any questions about Company conduct involving franchisees, contact the General Counsel.

Communications with Competitors In all contacts with competitors, it is important to avoid any discussion concerning pricing, costs, discounts, margins, profits, conditions of sales, marketing plans, dissatisfaction with particular suppliers or customers or similar types of sensitive business subjects. If such a discussion occurs, you should emphatically disavow any intention to discuss the matter and immediately leave the meeting (or hang up the phone). All such incidents should be reported at once to the General Counsel. Trade associations meetings and other industry gatherings, including informal social events, provide a danger under the antitrust laws because they bring together competitors. All Company employees attending such meetings or events should notify the General Counsel prior to attending.

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Communications with our franchisees, suppliers and competitors should be clear, concise and accurate. Perfectly legal behavior may become suspect because of a poor choice of words or misleading manner or expression. Moreover, any conversation between competitors could be misunderstood as having played a role in the pricing process. IT IS OF UTMOST IMPORTANCE TO AVOID ANY CONTACT WITH COMPETITORS THAT COULD SUPPORT A CLAIM OF PRICE-FIXING.

Penalties for Violations Failure to comply with the antitrust laws can result in serious consequences for the Company and offending employees. Many types of antitrust violations are crimes and can lead to imprisonment and large fines. Whenever involved in a transaction in which you believe an antitrust issue may be present, consult with the General Counsel at the earliest possible moment.

"INSIDE INFORMATION" AND TRADING RESTRICTIONS You are prohibited by Company policy and the law from buying or selling securities of the Company at a time when in possession of "material non-public information." This conduct is known as "insider trading." Passing such information on to someone who may buy or sell securities – known as "tipping" – is also illegal. The prohibition applies to Company securities and to securities of other companies if you learn material non-public information about other companies, such as the Company’s suppliers, in the course of your duties for the Company.

Information is "material" if (a) there is a substantial likelihood that a reasonable investor would find the information "important" in determining whether to trade in a security; or (b) the information, if made public, likely would affect the market price of a company's securities. Examples of types of material information include unannounced dividends, earnings, financial results, new or lost contracts or products, sales results, important personnel changes, business plans, possible mergers, acquisitions, divestitures or joint ventures, important litigation developments, and important regulatory, judicial or legislative actions. Information may be material even if it relates to future, speculative or contingent events and even if it is significant only when considered in combination with publicly available information.

Information is considered to be non-public unless it has been adequately disclosed to the public, which means that the information must be publicly disclosed, and adequate time must have passed for the securities markets to digest the information. Examples of adequate disclosure include public filings with securities regulatory authorities and the issuance of press releases, and may also include meetings with members of the press and the public. A delay of two business days is generally considered a sufficient period for routine information to be absorbed by the market. Nevertheless, a longer period of delay might be considered appropriate in more complex disclosures.

Do not disclose material non-public information to anyone, including co-workers, unless the person receiving the information has a legitimate need to know the information for purposes of carrying out the Company's business. If you leave the Company, you must maintain the confidentiality of such information until it has been adequately disclosed to the public by the Company. If there is any question as to whether information regarding the Company or another company with which we have dealings is material or has been adequately disclosed to the public, contact the Law Department.

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Notwithstanding the prohibition against insider trading, the law and Company policy permit Company employees, directors and officers to trade in Company securities regardless of their awareness of material non-public information if the transaction is made pursuant to a pre-arranged trading plan that was established in compliance with applicable law and was entered into when the person was not in possession of material non-public information. A person who wishes to enter into a trading plan must submit the plan to the Law Department for approval prior to the adoption, modification or termination of the trading plan. The Company has strictly defined channels for properly releasing information to the public. No disclosure of non-public material information should be made without first consulting the General Counsel and the President. Guidelines. The following guidelines are established to help you comply with this policy: 1. You must not disclose material non-public information to anyone, except to persons within the Company whose positions require them to know it, until it has been released by the Company; 2. With respect to trades in Company securities, employees should not (and senior executives and members of the Board of Directors must not) trade in Company securities shortly in advance of the Company's quarterly or annual earnings release, and should if possible trade in Company securities only during the "window periods" designated by the General Counsel. Senior executives and members of the Board of Directors of the Company must wait until the "window periods" to trade in Company securities. In addition, all employees should avoid situations in which there may be economic or other pressures on them to trade at a time that would be improper or create the appearance of impropriety, such as buying Company securities "on margin" (unless arrangements are made to cover any "margin calls" in cash), buying "puts" or "calls" or other Company "derivative" securities, or serving as a trustee or other fiduciary of trusts established for family members or others, unless the trust is precluded from investing in Company securities or a third party has sole investment discretion. Any questions regarding these restrictions or other aspects of the Company's related policies and procedures should be referred to the General Counsel. 3. You should not place a purchase or sale order in the securities of another corporation, if the value of the securities is likely to be affected by actions of the Company of which you are aware but which are not publicly known. For example, it would be a violation of the law if you learned through Company sources of a non-public transaction with another company and then bought or sold stock in the other company because of a possible increase or decrease in stock value as a result of the transaction. If you have a question as to whether certain information is material or if it has been adequately disclosed to the public, you must contact the General Counsel. You must abstain from trading in the securities or disclosing the information to people outside the Company until you have been advised by the General Counsel that the information is not material or has been publicly disclosed and digested. Directors and certain officers and employees of the Company are subject to special reporting obligations and trading restrictions with respect to Company securities. For further information, see "Compliance With Section 16 of the Securities Exchange Act of 1934" and "Compliance

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with Rule 144 of the Securities Act of 1933," copies of which may be obtained from the Law Department. For further information concerning the federal securities laws and the Company's policies with respect to these laws, see "Policy of the Company, Inc. on Confidentiality of Information and Prohibition of Trading on Inside Information," a copy of which may be obtained from the Law Department.

PROTECTION OF THE COMPANY'S CONFIDENTIAL AND PROPRIETARY INFORMATION Directors and employees may learn, to a greater or lesser degree, facts about the Company's business, plans, operations or "secrets of success" that are not known to the general public or to competitors. Sensitive information such as customer data, the terms offered or prices charged to particular franchisees or customers, marketing or strategic plans, product specifications and production techniques are examples of the Company's confidential information or trade secrets. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. Proprietary information may consist of any formula, design, device or information maintained in secrecy which is used in business, and which gives that business an opportunity to obtain an advantage over competitors who do not know about it or use it. The Company has its own confidential and proprietary information and also has access, pursuant to agreement, to the proprietary information of other parties.

You may not improperly disclose or improperly use any confidential or proprietary information learned as a result of your employment with the Company. Company policy prohibits the use of confidential or proprietary information by employees or directors for their own purposes or the disclosure of proprietary information to unauthorized employees or third parties such as competitors, customers, franchisees (in certain instances) or outside contractors. Company policy also prohibits the improper use of proprietary information obtained from former employers or other third parties. If you have a question as to whether information is confidential or proprietary, you must contact the Law Department and abstain from using or disclosing the information until you are informed that use or disclosure is permitted.

COMPANY BOOKS AND RECORDS It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in all other public communications made by the Company.

You must complete all Company documents accurately, truthfully, and in a timely manner, including all travel and expense reports. When applicable, documents must be properly authorized. You must record the Company's financial activities in compliance with all applicable laws and accounting practices. The making of false or misleading entries, records or documentation is strictly prohibited. You must never create a false or misleading report or make a payment or establish an account on behalf of the Company with the understanding that any part of the payment or account is to be used for a purpose other than as described by the supporting documents.

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All records containing personal data on employees are confidential and should be disclosed only to authorized Company personnel on a "need to know" basis.

PRESERVATION OF DOCUMENTS The Company has a document retention policy that must be complied with by all employees throughout the Company. Document retention and destruction must take place in accordance with established, written Company policy. Under no circumstances are Company records to be destroyed selectively or to be maintained outside Company premises or designated storage facilities, except in those instances where Company records may be temporarily brought home by employees working from home in accordance with approvals from their supervisors or applicable policies about working from home or other remote locations.

If you learn of a subpoena or a pending or contemplated litigation or government investigation, you should immediately contact the Compliance Officer. You must retain and preserve ALL records that may be responsive to the subpoena or relevant to the litigation or that may pertain to the investigation until you are advised by the Law Department as to how to proceed. You must also affirmatively preserve from destruction all relevant records that without intervention would automatically be destroyed or erased (such as e-mails and voicemail messages). Destruction of such records, even if inadvertent, could seriously prejudice the Company. If you have any questions regarding whether a particular record pertains to a pending or contemplated investigation or litigation or may be responsive to a subpoena or regarding how to preserve particular types of records, you should preserve the records in question and ask the Law Department for advice.

POLITICAL ACTIVITIES All employees must comply with all campaign finance and ethics laws. Federal law and Company policy prohibit the use of Company funds, assets, services or facilities on behalf of a federal political party or candidate except under certain limited circumstances. Such activities should not be undertaken without consultation with the Law Department. The Company is prohibited from compensating or reimbursing any employees or individuals associated with the Company, in any form, for a political contribution that these persons intend to make or have made. All solicitations of employees and individuals associated with the Company for political contributions to a trade association PAC must communicate that these contributions are voluntary; that no one will be prejudiced as a result of their decision not to contribute; and that political contributions are not tax deductible. Also, the Company may give permission to only one trade association to solicit its executive and administrative personnel. The Company's policy is not intended to discourage or prohibit any employees from voluntarily making personal political contributions; from participating in the political process on their own time and at their own expense; from expressing their personal views on legislative or political matters; or from otherwise engaging in political activities.

ENVIRONMENTAL LAWS The Company recognizes its obligation as a corporate citizen to carry out all of its activities in ways that preserve and promote a clean, safe and healthful environment. It is the policy of the Company that all Company personnel comply with applicable environmental laws. No officer, employee or agent of the Company has authority to engage in conduct that does not comply with this policy or to authorize, direct, approve or condone such conduct by any other person. The Company will seek to ensure compliance with this policy through appropriate self-

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monitoring, and the education, encouragement and, where necessary, discipline of affected Company personnel. The consequences of failure to adhere to the Company's environmental policy can be serious for the Company and the individual employees, officers or directors involved, as well as the communities in which we operate and live. Pollution resulting from careless disposal of waste can be harmful to public health and the environment. It is always appropriate, and usually less costly, to prevent pollution rather than to clean it up. The Compliance Officer is responsible for instituting procedures to promote the Company's compliance with applicable environmental laws and regulations. The Company's Development, Property Management and Operations Departments all have the responsibility in their respective areas to ensure and carry out the Company's compliance with applicable environmental laws and regulations, including the development of site-specific environmental compliance plans, as appropriate, to supplement the Company's policies. They also are responsible for ensuring the appropriate training of each individual whose job affects environmental compliance. The Law Department will assist them in maintaining up-to-date information on current and anticipated environmental laws and regulations, in developing any necessary site-specific compliance programs, and in training employees. Some examples of how the operations of an International House of Pancakes restaurant may have an impact on the environment include grease disposal, use and disposal of cleaning materials, use and disposal of construction materials and debris, and day-to-day general waste disposal. All employees are required to fully cooperate in the Company's implementation of its environmental compliance program, as follows: • It is your responsibility to ensure that your activities strictly adhere to all applicable

environmental laws and regulations, to all Company policies and procedures, and to the requirements, limitations, and conditions of all environmental permits.

• Bypassing any environmental control or monitoring device is strictly prohibited. • The Company prohibits the entry of information known to be false on any governmental

environmental form, on any monitoring report, or in response to any request for environmental information from any governmental agency. Tampering with or dilution of samples, or otherwise providing false information about the results of sampling, as well as intentional failure to follow permit conditions or applicable protocols for collecting, sampling, testing, analyzing, or recording of environmental data is prohibited.

• If you become aware that any employee is violating any environmental law, regulation, or

permit, providing false information or data, or bypassing any environmental control or monitoring device, you must immediately report that information to your supervisor, the Law Department, the Compliance Officer, or the Associate General Counsel, in accordance with the reporting procedures set forth below.

• You must immediately report any spill or other unpermitted release of a hazardous

substance to your supervisor, the Law Department, or the Corporate Compliance Officer, in accordance with the reporting procedures set forth below.

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INTERNATIONAL BUSINESS All employees are expected to comply with the laws of the country in which they operate, as well as those U.S. laws that apply to business that is conducted outside the United States. Such laws include U.S. antiboycott laws, embargo laws and import/export laws. If you have Company responsibilities in the international trade area, you should consult the Compliance Officer for information regarding compliance with applicable laws and regulations. If there is a conflict between local laws and an applicable U.S. law or a policy set forth in this Code, you should consult with the Law Department before taking any action.

IMPLEMENTATION OF THE BUSINESS CONDUCT POLICY

Compliance Officer Mark Weisberger, Vice President-Legal, Secretary and General Counsel, has been designated as the Compliance Officer for the Company. In this position, Mr. Weisberger will have ultimate responsibility for overseeing the implementation of the Company's compliance program. Elayne Berg-Wilion, Associate General Counsel, will assist Mr. Weisberger in overseeing the compliance program and in the investigation of reports of violations. They can be reached at International House of Pancakes, Inc., 450 N. Brand Boulevard, Glendale, California 91203-1903, phone (818) 240-6055.

Seeking Guidance This Code cannot provide definitive answers to all questions. If you have questions regarding any of the policies discussed in this Code or if you are in doubt about the best course of action in a particular situation, you should seek guidance from your supervisor, the Compliance Officer or the other resources identified in this Code.

Reporting of Violations If you know of a violation or possible violation of the law, regulations, the Business Conduct Policy or the Company's related policies or procedures, you must report that information immediately to your supervisor, or in the alternative, to any other supervisory employee, any corporate officer of the Company, the Compliance Officer, the Associate General Counsel or the Law Department. In addition, violations may also be reported on the Company’s Financial Issues Hotline at (877) 846-8870 (Toll Free - 24/7). All supervisors must report any violation or possible violation that comes to their attention to the Compliance Officer or the Associate General Counsel. If you believe the supervisor to whom you have reported the violation has not taken appropriate action, you must contact the Compliance Officer or the Associate General Counsel. If you are involved in the violation, the fact that you reported the violation, together with the degree of cooperation displayed by you and whether the violation is willful or unintentional, will be given consideration by the Company in any resulting disciplinary action. You may anonymously report suspected violations by writing to the Compliance Officer or the Associate General Counsel at International House of Pancakes, Inc., 450 N. Brand Boulevard, Glendale, California 91203-1903. A sufficiently detailed description of the factual basis for the allegations should be given in order to allow an appropriate investigation.

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No person reporting a suspected violation will be subject to retaliation because of the good faith report he or she makes. Any employee of the Company who retaliates against individuals for making a good faith report of a suspected violation may be subject to disciplinary action. Reporting persons who wish to follow up on the result of an investigation of a suspected violation should feel free to contact the Compliance Officer or the Associate General Counsel.

Reports Regarding Accounting Matters The Company is committed to compliance with applicable securities laws, rules, and regulations, accounting standards and internal accounting controls. You are expected to report any complaints or concerns regarding accounting, internal accounting controls and auditing matters (“Accounting Matters”) promptly. Reports may be made to the Compliance Officer or the Associate General Counsel in person, by telephone (collect to 818-240-6055) or in writing at the following address: International House of Pancakes, Inc., 450N. Brand Boulevard, Glendale, California 91203-1903. Reports may be made anonymously to the Compliance Officer or the Associate General Counsel in writing to their offices at the above address. All reports will be treated confidentially to the extent reasonably possible. No one will be subject to retaliation because of a good faith report of a complaint or concern regarding Accounting Matters.

Investigations of Violations All reports of suspected violations will be treated confidentially to the extent reasonably possible under the circumstances and in accordance with the Company's legal obligations and will be promptly investigated. Employees are expected to cooperate in the investigation of an alleged violation. It is imperative that reporting persons and supervisors to whom reports are made not conduct their own preliminary investigations. Investigations of suspected wrongdoing are delicate matters, and acting on your own in this regard may compromise the integrity of an investigation and adversely affect both you and the Company. Employees are requested to refer any contact from a governmental official regarding any investigation to the Compliance Officer or Associate General Counsel.

Discipline for Violation of Policies The Company intends to use every reasonable effort to prevent the occurrence of conduct not in compliance with its Code and to halt any such conduct that may occur as soon as reasonably possible after its discovery. Company personnel who violate this Code and other Company policies and procedures may be subject to disciplinary action, up to and including discharge.

Waivers of the Code The Company will waive application of the policies set forth in this Code only where circumstances warrant granting a waiver. Waivers of the Code for directors and executive officers may be made only by the Board of Directors as a whole or the Audit Committee of the Board and must be promptly disclosed as required by law or regulation.

No Rights Created This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of the Company's business. It is not intended to and does not create any obligations to or rights in any employee, client, supplier, competitor, shareholder or any other person or entity.

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Modification of Business Conduct Policy This Company reserves the right to revise, rescind and supplement this Business Conduct Policy at any time when the Company deems such changes appropriate.

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STATEMENT OF UNDERSTANDING 1. I have read and understand the DineEquity Business Conduct Policy. 2. I acknowledge and accept that my employment is dependent on compliance with the Company's rules and policies. 3. I understand that I will be asked to read and acknowledge that I have read and understand the DineEquity Business Conduct Policy annually. 4. I understand that I have an affirmative obligation to report any violations of the Company's rules and policies through the appropriate reporting channels as set forth in the Business Conduct Policy. 5. I acknowledge that the Business Conduct Policy is only a statement of guidelines for individual and business conduct and does not, in any way, constitute an employment contract, an assurance of continued employment, or employment other than at-will.

` ___________________________

Please PRINT Your Name ___________________________ Signature ___________________________ Position __________________________ Date When completed, return to: DineEquity, Inc. Attn: Legal Department 450 N. Brand Boulevard Glendale, California 91203-1903 This Statement will be retained in your personnel file.