The Executive Committee (the “Committee”) of the Board of Directors (the “Board”) of Brinker International, Inc. (the “Company”) shall:

Review and provide counsel regarding material issues prior to Board submission.

Transact routine, administrative Board matters between Board meetings.

To assist in the execution of responsibilities of the Committee, the following policies and procedures shall govern.

1.

Committee Structure and Operations:

The members of the Committee shall be appointed by the Board. The Board shall have the power at any time, by resolution passed by a majority of the whole Board, to change the membership of the Committee, to fill all vacancies in it, or to dissolve it, with or without cause. Members of the Committee shall serve at the pleasure of the Board and for such term or terms as the Board may determine.

The Board shall designate one member of the Committee as its chairperson and one as its vice-chair. The name of the designated chairperson shall be disclosed in the Company’s annual proxy statement. Meetings of the Committee shall be presided over by the chairperson of the Committee or, in the absence of a chairperson, by the vice-chair. The Committee shall meet either in person or telephonically as deemed necessary by the Committee, its chairperson or the Chief Executive Officer.

At all meetings of the Committee, a majority of the entire Committee shall be necessary and sufficient to constitute a quorum for the transaction of business. The vote of a majority of the Committee members present at a meeting at which a quorum is present shall be an act of the Committee. The Committee may also act by unanimous written consent.

Subject to the provisions of this Article III of the Bylaws of the Company, the Committee, by resolution adopted by a majority of the whole Committee, shall fix its own rules of procedure.

The Committee shall keep regular minutes of its meetings and proceedings and report on the same to the Board at the next meeting thereof.

2.

Review Material Issues Prior to Board Submission:

The Committee shall be comprised of at least three non-management Directors. Management may review with the Committee any matters, which it deems to be material to receive the Committee's advice and counsel. These issues may encompass mergers, acquisitions, divestitures, capital restructuring, prospective IPO's, secondary offerings, stock splits and related matters. If the Committee decides that after review of the issue, it is routine and not material, it may bind the Board without further Board action; otherwise, any action on an issue, that is deemed material will require full Board action.

3.

Transact Routine, Administrative Board Matters:

The Committee shall, between regularly scheduled meetings of the Board, transact routine administrative matters that require Board approval as such issues arise.

4.

Resources and Authority of the Committee:

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to retain counsel and other experts or consultants. The Committee shall have the sole authority to select and retain a consultant or search firm, to terminate any consultant or search firm retained by it, and to approve the consultant or search firm's fees and other retention terms. The Committee shall receive appropriate funding, as determined by the Committee, from the Company to pay any fees incurred in selecting or retaining any counsel, experts or consultants.

5.

Committee Reports:

1. An annual performance evaluation of the Committee, which evaluation must compare the performance of the Committee with the requirements of this charter. The performance evaluation should also recommend to the Board any improvements to this charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner, as the Committee deems appropriate. The report to the Board may take the form of an oral report by the chairperson of the Committee or any other member of the Committee designated by the Committee to make this report.

2. A summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next Board meeting.