SUBSCRIPTION AGREEMENT



     The undersigned Purchaser has (i) had the opportunity to carefully review

the SEC Reports (as defined in the Purchase Agreement attached hereto as Exhibit

A), of Denny's Corporation (the "Com any"), (ii) carefully read the Purchase

Agreement and the Registration Rights Agreement, which are attached hereto as

Exhibits A and B, respectively, (iii) completed this Subscription Agreement in

full, I and (iv) wired funds to an account designated by the Company to cover

its total purchase price. The undersigned Purchaser, by signing below, hereby

agrees, subject to the terms and conditions set forth or incorporated herein, to

purchase the number of shares (the "Shares") of the Company's common stock,

$0.01 par value per share (the "Common Stock"), set forth below, for the

aggregate purchase price set forth thereon.



     The undersigned Purchaser hereby provides the following information to the

Company:



                               General Information



     1. Please provide the following information regarding the Purchaser;



       Name and Address Number/Price per Share Total Purchase Price* (if

  Purchaser is an entity, please provide the name of a

          contact person)

 -------------------------------- ----------------------- -------------------

 -------------------------------- ----------------------- -------------------









     *Total Purchase Price (as determined in Section l of the Purchase Agreement

attached hereto as Exhibit A) is being paid as follows:



                     Amount of Total Purchase Price Paid in

                                      Cash

                   -------------------------------------------

                   ------------------------------------------







     2. If different from the information provided in Item I above, please

provide the exact name that the Purchaser's Shares are to be registered in (this

is the name that will appear on the stock certificate(s)) and the Purchaser's

address. The Purchaser may use a nominee name if appropriate:



 Registered Holder of the Shares: Name and Address (If the

Registered Holder Is as entity, please provide the name of

                     a contact person)



------------------------------------------------------------





     The funds on behalf of which _________________ is making

these purchases together with the number of shares being purchased by each such

fund, are as set forth on Attachment 2-A. The address for each is in care of

(c/o) the Purchaser at the address set forth in Item l.



                  Telephone: (___)

                  Facsimile: (___)   -

                  Email address:



     3. Please describe the relationship between the Purchaser of the Shares and

the Registered Holder of the Shares listed in response to Item 2 above, if any:



     Purchaser is buying on behalf of the funds listed on Attachment 2-A as

investment advisor for each of the funds.



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                               SUBSTITUTE FORM W-9

-------------------------------------------------------------------------------



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     Under the penalties of perjury, I certify that: (1) the Social Security

Number or Taxpayer Identification Number given below is correct; and (2) I am

not subject to backup withholding either because I have not been notified that I

am subject to backup withholding as a result of a failure to report all interest

or dividends, or because the Internal Revenue Service has notified me that I am

no longer subject to backup withholding.

--------------------------------------------------------------------------------



     Instructions: You must cross out clause (2) above if you have been notified

by the Internal Revenue Service that you are subject to backup withholding

because of under reporting interest or dividends on your tax return and if you

have not received a notice from the Internal Revenue Service advising you that

backup withholding due to notified payee under reporting has terminated.



Social Security Number or

Taxpayer Identification Number of Purchaser:



Duly Authorized Signature:                           Date:    July    , 2004



INFORMATION RELATING TO REGISTRATION STATEMENT FOR RESALE OF THE SHARES



     4. If different from the information provided above, please provide the

number of shares of Common Stock beneficially owned (in accordance with SEC Rule

13d-3 under the Exchange Act) by the Purchaser immediately after and giving

effect to Closing (as defined in the Purchase Agreement attached hereto as

Exhibit A). Explain the nature of such beneficial ownership, including shares of

Common Stock not held of record by the Purchaser. Disclose the details of any

rights to acquire shares other than rights arising under the terms of the

Purchase Agreement and the transactions contemplated thereby.











     5. Describe any position, office or other material relationship within the

past three years that the Purchaser or its Affiliates (as such term is defined

in the Purchase Agreement attached hereto as Exhibit A) has, or has had, with

the Company or its Affiliates. If none, please state "Not Applicable."



                                 Not Applicable







     6. If the Purchaser above is not a natural person, please identify each of

the natural person(s) who will exercise sole or shared voting and/or dispositive

powers with respect to the Common Stock owned by the Purchaser immediately after

Closing. Please also specify in what capacity such person(s) will exercise their

voting and/or dispositive powers with respect to such Common Stock.



     Note: If the Purchaser listed above is a natural person (i.e. not a limited

liability company, limited partnership, corporation, trust or other legal

entity), then you need not provide a response to this Question 6.



   Natural Person(s)                          Relationship to Purchaser

  ---------------------------------   -----------------------------------------

  --------------------------------    -----------------------------------------



  --------------------------------    -----------------------------------------

  --------------------------------    -----------------------------------------



  --------------------------------    -----------------------------------------

  --------------------------------    -----------------------------------------



  --------------------------------    -----------------------------------------

  --------------------------------    -----------------------------------------



  --------------------------------    -----------------------------------------





     7. Is the Purchaser listed above a broker-dealer registered with the

Securities and Exchange Commission?



                  ____YES     ___ NO



     8. Is the Purchaser above affiliated with any registered broker-dealer?



                  ___ YES  ____NO



     If the Purchaser is affiliated with a registered broker-dealer, then please

identify such, broker-dealer and the relationship that such registered

broker-dealer has with the Purchaser (including details of any such affiliation

or other relationship).



    Registered Broker-Dealer                 Relationship to Purchaser

  -----------------------------        --------------------------------------

  -----------------------------        -------------------------------------



  -----------------------------        -------------------------------------

  -----------------------------        -------------------------------------



  -----------------------------        -------------------------------------

  -----------------------------        -------------------------------------



  -----------------------------        -------------------------------------

  -----------------------------        -------------------------------------



  -----------------------------        -------------------------------------





     9. The Purchaser hereby represents and warrants to the Company that the

Shares are being purchased in the ordinary course of the Purchaser's business

and, as of the date hereof, the Purchaser does not have any agreements or

understandings, directly or indirectly, with any person to distribute the

Shares.



     PLEASE NOTE THAT IT IS THE PURCHASER'S OBLIGATION TO ADVISE THE COMPANY

PROMPTLY IF ANY OF THE FOREGOING INFORMATION CHANGES PRIOR TO OR DURING THE

EFFECTIVENESS OF ANY REGISTRATION STATEMENT REGISTERING THE SHARES FOR RESALE

(EXCEPT DUE TO SALES OF SHARES OF COMMON STOCK PURSUANT THERETO).



     The undersigned, duly authorized and acting on behalf of the Purchaser

named below, intending, to be legally bound, hereby confirms the accuracy and

completeness of the foregoing and of the Purchaser's representations and

warranties set forth in the Exhibits hereto. By signing this Subscription

Agreement, the undersigned, and the Company, shall also become parties to the

Purchase Agreement attached hereto and incorporated herein as Exhibit A and the

Registration Rights Agreement attached hereto and incorporated herein as Exhibit

B, and shall be legally bound hereby and thereby. This Subscription Agreement

may be executed by facsimile in one or more counterparts.



                                 Name of Purchaser:





Date: July        , 2004         By:

                                 Name:

                                 Title:



     The Company hereby accepts this Subscription Agreement and agrees to sell

the Shares to the Purchaser upon the terms and condition set forth herein and in

the Exhibits hereto that are incorporated herein.



                                            Denny's Corporation



Date:                                       By:

                                            Name:

                                            Title:



{PAGE}







                                    EXHIBIT A





                               PURCHASE AGREEMENT



         THIS PURCHASE AGREEMENT (the "Agreement") is dated as of July __, 2004

by and between Denny's Corporation, a Delaware corporation located at 203 East

Main Street, Spartanburg, South Carolina 29319 (the "Company"), and the

purchaser (the "Purchaser") identified on, and a party to, an executed copy of

the Subscription Agreement to which this Agreement is an Exhibit (the

"Subscription Agreement").



                                    RECITALS



         Subject to the terms and conditions of this Agreement, the Purchaser

desires to buy, and the Company desires to issue and sell to the Purchaser,

certain shares of the Company's common stock, par value $0.01 per share (the

"Common Stock"). The Board of Directors of the Company has authorized the

Company to negotiate the sale of and offer a maximum of 48,430,000 shares of

Common Stock in a private placement to the Purchaser and other purchasers at a

purchase price of $1.90 per share and on the other terms and conditions

contained in this Agreement and the agreements between the Company and the other

purchasers (the "Private Placement"); provided, that such offering and the

subsequent sale of Common Stock shall not require approval of the Company's

stockholders and that the Company reserves the right to issue and sell a lesser

or greater number of shares.



                               TERMS OF AGREEMENT



         In consideration of the mutual representations and warranties,

covenants and agreements contained herein, the parties hereto agree as follows:





                                    SECTION 1



                              Sale of Common Stock



         Subject to the terms and conditions hereof, the Company has offered,

and will issue and sell to the Purchaser and other purchasers, and the Purchaser

and the other purchasers will, severally and not jointly, buy from the Company a

total of up to 48,430,000 shares of the Common Stock, at a purchase price of

$1.90 per share, with the Purchaser and each other purchaser, severally and not

jointly, purchasing the number of shares of Common Stock for the aggregate

purchase price indicated in such purchaser's Subscription Agreement (the

"Purchase Price"). The Purchase Price will be paid in cash. The shares of Common

Stock to be issued and sold by the Company and purchased by the Purchaser

pursuant to this Agreement, as set forth in the Purchaser's Subscription

Agreement, are herein referred to as the "Shares." This Agreement and the

Purchaser's obligation hereunder are not conditioned on the sale of any minimum

number of Shares.



         The Shares will be offered and sold without registration under the

Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the

exemptions from registration provided by the Securities Act and/or regulations

thereunder, including Section 4(2). The Company has delivered, or made available

on its website or otherwise, to the Purchaser copies of the SEC Reports (as such

term is defined in Section 3.5 below).







                                       A-1

{PAGE}

         The Purchaser of Shares (and any subsequent permitted transferees) will

be entitled to the benefits of a Registration Rights Agreement, to be dated as

of the date hereof (as attached to the Subscription Agreement as Exhibit B, the

"Registration Rights Agreement"), by and among the Company and the Purchaser.

Pursuant to the Registration Rights Agreement, the Company will file with the

Securities and Exchange Commission (the "SEC" or the "Commission") no later than

30 days after the closing of the Purchaser's commitments hereunder (the

"Closing"), a shelf registration statement, on such SEC form that is available

to the Company, pursuant to SEC Rule 415 (the "Registration Statement") under

the Securities Act relating to the resale of the Shares by the Purchaser. The

Company shall use its commercially reasonable efforts to cause such Registration

Statement to be declared effective as soon as reasonably practicable and within

60 days after the Closing or, in the event of a review of the Registration

Statement by the Commission, within 90 days after the Closing and shall use its

commercially reasonable efforts to keep the Registration Statement continuously

effective from the date such Registration Statement becomes effective until the

earlier of (i) the date on which all the Shares have been sold pursuant to the

Registration Statement or Rule 144 promulgated under the Securities Act ("Rule

144"), and (ii) such time as the Company reasonably determines, based on an

opinion of counsel, that the Purchaser is eligible to sell under Rule 144 all of

the Shares then owned by the Purchaser within the volume limitations imposed by

paragraph (e) of Rule 144 in the three month period immediately following the

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