AMENDMENT NO. 2 TO RIGHTS AGREEMENT

AMENDMENT NO. 2 TO RIGHTS AGREEMENT

THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "Amendment"), dated as of June 4, 2008, is between Nathan’s Famous, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, as rights agent (the "Rights Agent").

WHEREAS, the Company and the Rights Agent are parties to a Third Amended and Restated Rights Agreement, dated as of December 10, 1999 (the "Rights Agreement"); and

WHEREAS, pursuant thereto and the provisions of the certificate of incorporation of the Company, the Company distributed a Right (as defined in the Rights Agreement) to each holder of shares of Common Stock (as defined in the Rights Agreement) of the Company;

WHEREAS, the Board of Directors previously amended the terms and provisions of the Rights Agreement by approving and authorizing an Amendment No. 1 to the Rights Agreement dated as of June 15, 2005 (as amended to date, the “Amended Rights Agreement”); and

WHEREAS, the Company desires to further amend the Amended Rights Agreement pursuant to Section 27 of the Amended Rights Agreement as set forth below.

NOW, THEREFORE, the Amended Rights Agreement is hereby amended as follows:

1.

AMENDMENT OF SECTION 7.

Section 7 of the Amended Rights Agreement is amended by deleting subsection (a) thereof and replacing it in its entirety with the following:

“(a) Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent in New York, New York, together with payment of the Purchase Price for each share of the Common Stock as to which the Rights are exercised, at or prior to the close of business on the earlier of (i) June 4, 2008 (the “Final Expiration Date”), or (ii) the date on which the Rights are redeemed as provided in Section 23 (such earlier date being herein referred to as the “Expiration Date”); or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof; provided, however, that if the number of Rights exercised would entitle the holder thereof to receive any fraction of a share of Common Stock greater than one-half of a share, the holder thereof shall not be entitled to exercise such Rights unless such holder concurrently purchases from the Company (and in such event the Company shall sell to such holder), at a price in proportion to the Purchase Price, an additional fraction of a share of Common Stock which, when added to the number of shares of Common Stock to be received upon such exercise, will equal an integral number of shares of Common Stock.”

2.

MISCELLANEOUS.

Except as expressly amended hereby, the Amended Rights Agreement shall continue in full force and effect in accordance with the provisions thereof on the date hereof. This Amendment 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. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Terms not defined herein shall, unless the context otherwise requires, have the meanings assigned to such terms in the Amended Rights Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date set forth above.

NATHAN’S FAMOUS, INC.
By:	/s/ Eric Gatoff
Name: Eric Gatoff
Title: Chief Executive Officer
AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent
By:	/s/ Herbert Lemmer
Name: Herbert Lemmer
Title: Vice President