APPLEBEE'S INTERNATIONAL, INC.
                     NONQUALIFIED DEFERRED COMPENSATION PLAN

















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                         APPLEBEE'S INTERNATIONAL, INC.
                     NONQUALIFIED DEFERRED COMPENSATION PLAN

                                TABLE OF CONTENTS

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ARTICLE                                                                                                       Page


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ARTICLE I      PURPOSE AND EFFECTIVE DATE......................................................................1
   1.01     Title   ...........................................................................................1

   1.02     Purpose 1..........................................................................................1

   1.03     Background.........................................................................................1


ARTICLE II        DEFINITIONS AND CONSTRUCTION OF THE PLAN DOCUMENT............................................1
   2.01     Affiliate..........................................................................................1

   2.01     Beneficiary........................................................................................1

   2.02     Board   ...........................................................................................1

   2.03     Bonus   ...........................................................................................1

   2.04     Bookkeeping Account................................................................................1

   2.05     Change in Control..................................................................................1

   2.06     Code    ...........................................................................................1

   2.07     Committee..........................................................................................1

   2.08     Company 2..........................................................................................2

   2.09     Compensation.......................................................................................2

   2.10     Deferral Agreement.................................................................................2

   2.11     Deferred Compensation..............................................................................2

   2.12     Election Date......................................................................................2

   2.13     Excess Compensation................................................................................3

   2.14     Executive..........................................................................................3

   2.15     Gross Base Salary..................................................................................3

   2.16     Measuring Investments..............................................................................3

   2.17     Participant........................................................................................3

   2.18     Plan    ...........................................................................................3

   2.19     Plan Year..........................................................................................3

   2.20     Termination of Service.............................................................................3

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   2.21     Valuation Date.....................................................................................3

   2.22     Gender and Number..................................................................................3

   2.23     Titles  ...........................................................................................3


ARTICLE III       ELIGIBILITY AND PARTICIPATION................................................................4
   3.01     Eligibility........................................................................................4

   3.02     Participation......................................................................................4


ARTICLE IV        DEFERRAL OF COMPENSATION.....................................................................4
   4.01     Deferred Salary....................................................................................4

   4.02     Deferral Agreement.................................................................................4

   4.03     No Deferral Without Agreement......................................................................4

   4.04     Duration of Deferral Agreement.....................................................................4


ARTICLE V         MATCHING CONTRIBUTION........................................................................5
   5.01     Matching Contribution..............................................................................5


ARTICLE VI        ARTICLE V ACCOUNTS AND CREDITING.............................................................5
   6.01     Accounts...........................................................................................5

   6.02     Earnings...........................................................................................5


ARTICLE VII       DISTRIBUTION.................................................................................6
   7.01     Amount of Benefits.................................................................................6

   7.02     Time and Method of Payment.........................................................................6

   7.03     Timing and Form of Payment.........................................................................7


ARTICLE VIII      HARDSHIP DISTRIBUTIONS.......................................................................7
   8.01     Hardship...........................................................................................7


ARTICLE IX        BENEFICIARY..................................................................................8
   9.01     Beneficiary Designation............................................................................8

   9.02     Proper Beneficiary.................................................................................8

   9.03     Minor or Incompetent Beneficiary...................................................................8


ARTICLE X         TAXES........................................................................................9
   10.01    Withholding........................................................................................9


ARTICLE XI        ADMINISTRATION OF THE PLAN...................................................................9
   11.01    Majority Vote......................................................................................9

   11.02    Finality of Determination..........................................................................9

   11.03    Certificates and Reports...........................................................................9

   11.04    Indemnification and Exculpation....................................................................9


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   11.05    Expenses10


ARTICLE XII  CLAIMS PROCEDURE.................................................................................10
   12.01    Written Claim.....................................................................................10

   12.02    Denied Claim......................................................................................10

   12.03    Review Procedure..................................................................................10

   12.04    Committee Review..................................................................................10


ARTICLE XIII        NATURE OF COMPANY'S OBLIGATION............................................................10
   13.01    Company's Obligation..............................................................................10

   13.02    Creditor Status...................................................................................10


ARTICLE XIV       MISCELLANEOUS...............................................................................11
   14.01    Written Notice....................................................................................11

   14.02    Change of Address.................................................................................11

   14.03    Merger. Consolidation or Acquisition..............................................................11

   14.04    Amendment and Termination.........................................................................11

   14.05    Employment........................................................................................11

   14.06    Nontransferability................................................................................11

   14.07    Legal Fees........................................................................................11

   14.08    Tax Withholding...................................................................................12

   14.09    Acceleration of Payment...........................................................................12

   14.10    Applicable Law....................................................................................12

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                                   ARTICLE I

                           PURPOSE AND EFFECTIVE DATE

          1.01 Title This Plan shall be known as the  Applebee's  International,
Inc.  Nonqualified  Deferred  Compensation Plan (hereinafter  referred to as the
"Plan").

          1.02 Purpose The purpose of the Plan is to permit eligible  members of
management and highly compensated employees to defer future compensation.

          1.03  Background The Company adopted the Plan effective April 1, 2000.
Pursuant to Section  13.04,  the Company  hereby  amends and  restates  the Plan
effective January 1, 2002.

                                   ARTICLE II

                DEFINITIONS AND CONSTRUCTION OF THE PLAN DOCUMENT

          2.01 Affiliate  "Affiliate"  means any corporation or any other entity
(including,  but not limited to,  partnerships and joint ventures)  controlling,
controlled by or under common control with the Company.

          2.02 Beneficiary "Beneficiary" shall mean the person or persons or the
estate of a Participant entitled to receive any benefits under this Plan.

          2.03 Board  "Board"  shall mean the Board of Directors  of  Applebee's
International, Inc.


          2.04 Bonus  "Bonus"  shall mean any bonus  payable  from the  Company,
whether in the form of cash or stock.


          2.05 Bookkeeping  Account A "Bookkeeping  Account" will be established
only  as  a  bookkeeping  record  for  each  Participant  who  elects  to  defer
compensation  under  this  Plan and may,  at the  discretion  of the  Committee,
include one (1) or more subaccounts to reflect amounts credited to a Participant
under the various terms of this Plan.

          2.06 Change in Control "Change in Control" means an event constituting
a Change in Control under the Company's 1995 Equity  Incentive  Plan, as amended
from time to time.

          2.07 Code "Code" means the Internal Revenue Code of 1986 as amended.


          2.08 Committee "Committee" means the Deferred  Compensation  Committee
of the Company,  which shall function as plan administrator under this Plan. The
Company's Associate Director of Benefits, or any other person the Committee from
time to time  may  designate,  shall  act on  behalf  of the  Committee  for all
deliveries,  notices and other nondiscretionary acts of the Committee set out in
this Plan.

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          2.09 Company  "Company" shall mean Applebee's  International,  Inc., a
Delaware company.


          2.10   Compensation   "Compensation"   shall   mean   an   Executive's
compensation  received from the Company or an Affiliate for services  performed,
which includes an Executive's Bonus and the Executive's Gross Base Salary.

          2.11  Deferral  Agreement  "Deferral  Agreement"  means a written form
provided by the Committee  that the Committee  receives from an Executive by the
applicable Election Date, on which the Executive may elect the following for the
Plan Year immediately following the applicable Election Date:

          (a)  The  percentage  of  the  Executive's  Gross  Base  Salary  to be
               deferred;

          (b)  The percentage of the Executive's Bonus to be deferred;

          (c)  Whether all or none of the Executive's  Excess  Compensation will
               be deferred; and

          (d)  The Measuring Investments for determining earnings to be credited
               to the Executive's Bookkeeping Account for such Plan Year.

No Deferral Agreement shall be effective until acknowledgement, in writing, is
sent by the Company to Executive.

          2.12 Deferred Compensation "Deferred Compensation" means the aggregate
of a  Participant's  deferred Excess  Compensation,  deferred Gross Base Salary,
deferred  Bonus and any  Employer  Match and Gross Up Bonus,  as those terms are
defined in an Investment For Retirement  Agreement,  that the Participant elects
to have credited under this Plan, and earnings attributable thereto.

          2.13  Election  Date  The  "Election  Date"  is the  date by  which an
Executive must submit a valid  Deferral  Agreement to the Committee with respect
to a given Plan Year. The  applicable  Election Date is the last day of the last
payroll  period  ending  prior  to  such  Plan  Year,  or such  earlier  date as
determined by the Committee, with respect to

          (a)  Gross Base Salary paid in such Plan Year,

          (b)  Bonus earned in such Plan Year (regardless of when paid).

Compensation is considered earned during a period if the Executive's services
for which Executive is to be paid are performed during that period.

          Examples:

          o    The Election Date for the payment of Gross Base Salary to be paid
               on January 5, 2001 is December  22,  2000,  because  December 22,
               2000 is the last day of the last payroll  period  ending prior to
               2001, when that payment of Gross Base Salary will be paid.

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          o    The  Election  Date for the  Bonus  to be paid in  early  2002 is
               December 22, 2000,  because  December 22, 2000 is the last day of
               the last payroll  period  ending  prior to 2001,  when that Bonus
               will be earned.

          2.14  Excess  Compensation   "Excess   Compensation"  shall  mean  any
compensation  payable to an Executive by the Company or an Affiliate  for a Plan
Year that would not be  deductible  to the  Company  due to the  application  of
section 162(m) of the Code.

          2.15 Executive "Executive" shall mean an employee of the Company or an
Affiliate (a) who is an Associate  Director or has a higher title or grade;  and
(b) who is a  member  of a select  group of  management  or  highly  compensated
employees.

          2.16 Gross Base Salary "Gross Base Salary"  shall mean an  Executive's
regular  earnings  from the Company or an Affiliate  as reported on  Executive's
bi-weekly earnings statement.

          2.17  Measuring  Investments  "Measuring  Investments"  shall mean any
phantom  investment  designated by the Committee that a Participant may elect to
determine the earnings  (losses) to be credited  pursuant to Section 6.02 to the
Participant's Bookkeeping Account.

          2.18  Participant  "Participant"  means an Executive  who has deferred
Compensation  pursuant  to the terms of this Plan and whose  benefits  hereunder
have not yet been paid.

          2.19 Plan "Plan" means the Applebee's International, Inc. Nonqualified
Deferred  Compensation  Plan as described in this instrument and as amended from
time to time.

          2.20 Plan Year The "Plan Year" is the same as the calendar year.


          2.21  Termination  of  Service  "Termination  of  Service"  or similar
expression  means the termination of the  Participant's  employment as a regular
employee of the Company and any Affiliate for any reason.

          2.22 Valuation Date  "Valuation  Date" shall mean the last day of each
calendar quarter and such other dates as determined by the Committee in its sole
discretion; provided, however, that such Valuation Date(s) in effect on the date
of a Change in Control  shall  remain in effect  until  termination  of the Plan
unless the Plan is amended to provide for a different  definition  of  Valuation
Date.

          2.23 Gender and Number  Wherever  the context so  requires,  masculine
pronouns include the feminine and singular words shall include the plural.

          2.24 Titles  Titles of the Articles of this Plan are included for ease
of  reference  only and are not to be used for the  purpose  of  construing  any
portion or provision of this Plan document.


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                                  ARTICLE III

                          ELIGIBILITY AND PARTICIPATION

          3.01  Eligibility  All Executives  shall be eligible to participate in
this  Plan  unless  excluded  from  participation  by action of the Board or the
Company's Chief Executive  Officer.  An Executive who is eligible to participate
immediately  prior to a Change in Control shall remain  eligible to  participate
notwithstanding a Change in Control, except following a Termination of Service.

          3.02  Participation  An  Executive,  after  having been  selected  for
participation by the Committee, shall, as a condition to participation, complete
a duly executed Deferral Agreement that is timely received by the Committee.

                                   ARTICLE IV

                            DEFERRAL OF COMPENSATION

          4.01  Deferral  Amounts  Each  Participant,  so long as he  remains an
Executive, may elect to defer his Compensation as follows:

          (a)  Gross  Base  Salary in any  whole  percentage  up to twenty  five
               percent (25%);

          (b)  Bonus in any whole  percentage up to  twenty-five  percent (25%);
               and

          (c)  All or none of his Excess Compensation.

The Committee in its discretion may change the limits above and may recast the
limits as dollar amounts or otherwise.

          4.02  Deferral  Agreement  An  eligible  Executive  electing  to defer
Compensation  with respect to a given Plan Year must submit his written Deferral
Agreement to the  Committee  on or before the Election  Date for that Plan Year,
unless an individual  becomes an Executive due to being newly hired or promoted,
in which case the Executive may enroll within sixty (60) days after  becoming an
Executive.  A Deferral Agreement for a prior Plan Year shall be considered to be
submitted for subsequent Plan Years unless changed.  Once the Election Date with
respect  to a Deferral  Agreement  passes,  the  Deferred  Compensation  for the
applicable Plan Year may not be changed, except as provided in Article VII.

          4.03 No Elective Deferral Without Agreement A Participant with respect
to whom a valid  Deferral  Agreement  has not been received by the Committee and
executed on behalf of the Company  before the  applicable  Election Date may not
elect to defer any amount of  Compensation  under  this Plan for the  applicable
Plan Year.

          4.04 Duration of Deferral Agreement A Participant's Deferral Agreement
shall  remain in effect  for the Plan  year for  which it  applies,  and for all
future Plan Years until the Participant files a new Deferral Agreement, receives
an in-service  withdrawal  pursuant to Section 7.02(f) or a hardship  withdrawal
pursuant to Section 8.01, or no longer is eligible to  participate  in the Plan.
The terms of any Deferral  Agreement  may, but need not be, similar to the terms
of any prior Deferral Agreement.

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                                   ARTICLE V

                              MATCHING CONTRIBUTION

          5.01 Matching Contribution.  The Company shall credit each Participant
with a matching  contribution each Plan Year. The matching contribution shall be
made with  respect to the  Participant's  deferrals  under this Plan at the same
rate as matching  contributions  under the Company's  401(k) Savings Plan. To be
eligible  for a matching  contribution  for a Plan Year, a  Participant  must be
employed  on the last day of such Plan Year,  unless the  Participant  has died,
terminated on or after  attaining age 59 1/2 or become  disabled during the Plan
Year. Any matching contribution will be credited to the Participant's account as
of the date  contributed.  Participants  will be fully  vested  in all  matching
contributions credited to their accounts.

                                   ARTICLE VI

                             ACCOUNTS AND CREDITING

          6.01  Accounts  The amount of a  Participant's  Deferred  Compensation
shall  be  credited  to a  separate  Bookkeeping  Account  for the  Participant.
Matching  contributions for a Participant and earnings thereon shall be credited
to the  Bookkeeping  Account  for the  Participant.  Deferred  Compensation  and
matching  contributions shall be credited to separate subaccounts maintained for
the Participant's Bookkeeping Account.

          6.02  Earnings As of each  Valuation  Date and such other times as the
Committee may designate,  the amount credited to each Participant's  Bookkeeping
Account shall be credited with earnings and losses.  The rate at which  earnings
and losses shall be credited to a  Participant's  Bookkeeping  Account  shall be
determined in accordance with one or more Measuring  Investments selected by the
Participant;  if a  Participant  does not  select  a  Measuring  Investment  the
Measuring  Investment  applicable for that Participant  shall be selected by the
Committee.  The  Participant's  Bookkeeping  Account  shall be credited  with an
amount  equal to the deemed net  earnings  or losses that would have been earned
(lost),  if the Company had invested the amounts  credited to the  Participant's
Bookkeeping Account in the Measuring  Investments.  Such net earnings and losses
shall be determined  pursuant to the method or methods deemed appropriate by the
Committee  in its  discretion,  which  methods may be  different  for  different
Measuring  Investments,  may vary  from  time to time,  need not be the same for
determining net earnings versus losses, and may be based on the cash receipts or
the accrual method with any modifications deemed appropriate by the Committee in
its discretion;  provided, however, that the Measuring Investments and method of
determining net earnings and losses in effect at the time of a Change in Control
shall remain in effect until  termination of the Plan unless the Plan is amended
pursuant to Section 14.04 of the Plan.

Except as provided above, the Committee may remove or add Measuring  Investments
at any time in its sole  and  absolute  discretion.  If a  Measuring  Investment
elected by a  Participant  is removed,  a Measuring  Investment  selected by the
Committee  shall apply in its place until the  Participant  elects a replacement
Measuring   Investment.   For  purposes  of  calculating   earnings  and  losses
attributable  to a  Measuring  Investment,  any  amount  shall be  deemed  to be
invested in the Measuring  Investment as of the date  determined  appropriate by


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the Committee.  Provided a Change in Control has not occurred, the Committee may
adjust any amount of deemed net earnings or losses which would otherwise be paid
or  debited,  respectively,  to take into  account the  hypothetical  tax effect
thereof  on  the  Company  or its  shareholders  determined  appropriate  by the
Committee.

                                  ARTICLE VII

                                  DISTRIBUTION

          7.01 Amount of Benefits The Company's  liability to any Participant at
any time hereunder  shall be an amount equal to the dollar amount  credited to a
Participant's  Bookkeeping  Account as of the Valuation Date  coincident with or
immediately preceding such date.

          7.02 Time and Method of Payment

          (a)  Deferrals Prior to January 1, 2002.  Notwithstanding  anything to
               the  contrary,  payment  of  the  entire  amount  credited  to  a
               Participant's   Bookkeeping  Account  attributable  to  deferrals
               credited  before January 1, 2001 shall be made in accordance with
               the terms of this Plan prior to this restatement.

          (b)  Termination  of Service.  If a Participant  has a Termination  of
               Service,  all  amounts  credited to a  Participant's  Bookkeeping
               Account shall be paid to the Participant within 90 days after his
               Termination  of Service,  or as soon  thereafter as is reasonably
               practicable.

          (c)  Disability.  Notwithstanding  anything  to the  contrary,  in the
               event of the Participant's disability prior to the payment of the
               amount credited to the Participant's Bookkeeping Account, payment
               of such amount  shall be made to the  Participant  within 90 days
               after the  Participant  is determined to be disabled,  or as soon
               thereafter  as is  reasonably  practicable.  Disability  for this
               purpose  shall  be  determined  under  the  Company's  long  term
               disability plan as it exists at the time of disability.

          (d)  Death.  Notwithstanding anything to the contrary, in the event of
               the  Participant's  death  prior  to the  payment  of the  amount
               credited to the Participant's  Bookkeeping Account, payment shall
               be made to the Participant's Beneficiary within 90 days after the
               Participant's  death,  or as  soon  thereafter  as is  reasonably
               practicable.

          (e)  In-Service  Withdrawal.  Upon  a  Participant's  request,  in the
               manner  and at the  time  designated  by  and  acceptable  to the
               Committee,  prior to any other time for  payment  set out in this
               Section  7.02,  payment  shall be made to the  Participant  of an
               amount  up to 100% of the  Participant's  Deferred  Compensation,
               reduced by the  following:  (i) the  amount of any prior  payment
               made with  respect to such  amounts;  and (ii) an amount equal to
               10% of the  amount  of  the  payment  pursuant  to  this  Section
               7.02(e),  which  10%  amount  shall be  forfeited  as of the time
               payment is made.  Payment  pursuant to this Section 7.02(e) shall
               be made  within 90 days after the  Participant's  request,  or as
               soon thereafter as is reasonably practicable. A Participant shall
               not receive  more than one  in-service  distribution  pursuant to
               this Section 7.02(f).

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          (f)  If a  Participant  receives a payment  pursuant  to this  Section
               7.02(f),  the Committee shall suspend future salary  deferrals by
               such  Participant  for a  period  of 6 months  after  the date of
               payment. Following the suspension period, deferrals automatically
               shall resume in accordance with the Deferral  Agreement in effect
               at the time suspension  commenced  unless the Participant  elects
               prior to resumption,  and prior to the beginning of the Plan Year
               next  following  the start of the  period of  suspension,  not to
               resume deferrals.

          7.03 Timing and Form of Payment In lieu of the distribution  times set
out in Section  7.02,  a  Participant  may elect at least 12 months prior to the
date the  Participant  becomes  entitled to a distribution to receive a complete
distribution of the amount credited to the Participant's  Accounts  hereunder as
follows:

          (a)  In a lump sum cash payment in January  immediately  following the
               Plan Year in which the Participant terminates employment with the
               Company; or

          (b)  If a  Participant's  Termination  of  Service  occurs on or after
               attainment  of age 59 1/2, in five annual  cash  installments  of
               reasonably  equal  amounts   beginning  in  January   immediately
               following  the Plan  Year in  which  the  Participant  terminates
               employment with the Company,  provided the amount credited to the
               Participant's  accounts  exceeds a threshold  amount  established
               from time to time by the Committee.

                                  ARTICLE VIII

                             HARDSHIP DISTRIBUTIONS

          8.01  Hardship  At the  request of a  Participant  before or after the
Participant's  retirement or Termination  of Service,  the Committee may, in its
sole and absolute discretion, accelerate and cause all or part of the value of a
Participant's  Deferred  Compensation  to be  paid  within  90 days  after  such
request,  or as  soon  thereafter  as  is  reasonably  practicable.  Accelerated
payments at the request of the  Participant or the  Participant's  Beneficiaries
may be allowed only in the event of a financial  hardship,  as defined below, to
the Participant or Beneficiary.  An accelerated  distribution must be limited to
only that amount  necessary to relieve the hardship.  In the event the Committee
determines the existence of a hardship and accelerates  payments  hereunder to a
Participant,  it shall suspend future salary deferrals by such Participant for a
period of 6 months after the date of the hardship  distribution.  Following  the
suspension period,  deferrals  automatically shall resume in accordance with the
Deferral  Agreement  in  effect  at the time  suspension  commenced  unless  the
Participant elects prior to resumption,  and, prior to the beginning of the next
Plan Year to commence after the suspension  commenced,  not to resume deferrals.
If a Participant  who is a member of the Committee  makes a request  pursuant to
this Section 8.01,  such  Participant  shall not  participate in the Committee's
deliberations with respect to his request.

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                  For the purposes hereof, the term "financial hardship" shall
mean an immediate and heavy financial need caused by one or more of the
following:

          (a)  Unreimbursed  and   unreimbursable   expenses  for  medical  care
               described  in Code  Section  213(d)  previously  incurred  by the
               Participant,  the Participant's  spouse, or any dependents of the
               Participant  (as defined in Code Section  152) or  necessary  for
               these  persons to obtain  medical care  described in Code Section
               213(d);

          (b)  Payment  of tuition  and  related  educational  fees and room and
               board for the next twelve months of post-secondary  education for
               the  Participant,  his or her spouse,  children or dependents (as
               defined in Code Section 152);

          (c)  Payments  necessary  to prevent the  eviction of the  Participant
               from his principal  residence or  foreclosure  on the mortgage of
               the Participant's principal residence; or

          (d)  Costs directly  related to the purchase of a principal  residence
               for the Participant (excluding mortgage payments).

                                   ARTICLE IX

                                   BENEFICIARY

          9.01  Beneficiary   Designation  A  Participant  shall  designate  his
Beneficiary to receive  benefits  under the Plan by completing  the  appropriate
form provided by the Committee.  If more than one (1) Beneficiary is named,  the
shares and/or percentage of each Beneficiary  shall be indicated.  A Participant
shall have the right to change the  Beneficiary by submitting to the Committee a
Change of Beneficiary Form. However, no change of Beneficiary shall be effective
until  acknowledged,  in  writing,  by  the  Committee  or  its  designee.  If a
Participant  does not designate a  Beneficiary,  the  Participant's  Beneficiary
shall be his surviving spouse, or if there is no surviving spouse, his estate.

          9.02 Proper  Beneficiary If the Company has any doubt as to the proper
Beneficiary to receive payments  hereunder,  the Company shall have the right to
withhold such payments  until the matter is finally  adjudicated.  However,  any
payment made by the  Company,  in good faith and in  accordance  with this Plan,
shall fully discharge the Company and the Committee from all further obligations
with respect to that payment.

          9.03 Minor or Incompetent Beneficiary In making any payments to or for
the benefit of any minor or an incompetent  Beneficiary,  the Committee,  in its
sole and  absolute  discretion,  may make a  distribution  to a legal or natural
guardian  or other  relative  of a minor or court  appointed  committee  of such
incompetent.  Or,  it may make a  payment  to any  adult  with whom the minor or
incompetent  temporarily  or  permanently  resides.  The  receipt by a guardian,
committee,  relative  or other  person  shall  be a  complete  discharge  to the
Company.  Neither the Committee nor the Company shall have any responsibility to
see to the proper application of any payments so made.

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                                   ARTICLE X

                                      TAXES

          10.01  Withholding All payments to be made to a Participant under this
Plan will be subject to required withholding of federal,  state and local income
and employment taxes. Any amount required to be withheld  currently with respect
to a  Participant's  Compensation  that is  deferred  under  this Plan  shall be
withheld from the Participant's Compensation that is not deferred.

                                   ARTICLE XI

                           ADMINISTRATION OF THE PLAN

          11.01  Majority  Vote All  resolutions  or other  actions taken by the
Committee  shall be by vote of a majority of those present at a meeting at which
a majority of the members are present,  or in writing by all the members then in
office, if they act without a meeting.

          11.02  Finality of  Determination  Subject to the Plan,  the Committee
from  time  to  time  shall  establish  rules,  forms  and  procedures  for  the
administration of the Plan. Except as herein otherwise expressly  provided,  the
Committee shall have full and absolute  discretion to (i) construe and interpret
the Plan, (ii) decide all questions arising with respect to the Plan,  including
but not limited to,  eligibility to participate in the Plan, and (iii) determine
the amount,  manner and time of payment of any  benefits to any  Participant  or
Beneficiary.  The  respective  decisions,  actions and records of the  Committee
shall be  conclusive  and binding  upon the  Company  and all persons  having or
claiming to have any right or interest in or under the Plan.

          11.03  Certificates  and Reports The members of the  Committee and the
officers  and  directors  of the  Company  shall  be  entitled  to  rely  on all
certificates  and reports  made by any duly  appointed  accountants,  and on all
opinions given by any duly appointed  legal counsel,  which legal counsel may be
counsel for the Company.

          11.04  Indemnification and Exculpation The Company shall indemnify and
hold  harmless  each  member  of  the  Committee  (hereinafter  referred  to  as
"designee")  in  connection  with its duties  under the Plan against any and all
expenses  and  liabilities  arising out of his  membership  on the  Committee or
administration of the Plan or any action or failure to act by the Committee, any
member of the Committee or any designee, except if such action or failure to act
constitutes  gross  negligence or willful  misconduct.  Expenses against which a
member of the Committee or any designee  shall be  indemnified  hereunder  shall
include,  without limitation,  the amount of any settlement or judgment,  costs,
counsel fees, and related charges reasonably incurred in connection with a claim
asserted, or a proceeding brought or settlement thereof. The foregoing rights of
indemnification  shall be in  addition  to any  other  rights  to which any such
member of the Committee or designee may be entitled as a matter of law.

                                       9
<PAGE>

          11.05 Expenses The expenses of  administering  the Plan shall be borne
by the Company.


                                  ARTICLE XII

                                CLAIMS PROCEDURE

          12.01 Written  Claim  Benefits  shall be paid in  accordance  with the
provisions of this Plan.  The  Participant,  or a designated  Beneficiary or any
other person claiming through the Participant,  shall make a written request for
benefits under this Plan. This written claim shall be mailed or delivered to the
Committee. Such claim shall be reviewed by the Committee or his delegate.

          12.02  Denied  Claim If the claim is denied,  in full or in part,  the
Committee  shall provide a written  notice within ninety (90) days setting forth
the  specific  reasons for denial and any  additional  material  or  information
necessary  to  perfect  the claim and an  explanation  of why such  material  or
information  is necessary and  appropriate  information  and  explanation of the
steps to be taken if a review of the denial is desired.

          12.03 Review Procedure If the claim is denied and a review is desired,
the Participant (or Beneficiary) shall notify the Committee,  in writing, within
sixty (60) days (a claim shall be deemed denied if the  Committee  does not take
any action  within the  aforesaid  ninety (90) day period)  after receipt of the
written  notice of  denial.  In  requesting  a review,  the  Participant  or his
Beneficiary  may  request  a review  of the  Plan  document  or other  pertinent
documents  with regard to the Plan,  may submit any written issues and comments,
may  request an  extension  of time for such  written  submission  of issues and
comments  and may  request  that a hearing be held,  but the  decision to hold a
hearing shall be within the sole discretion of the Committee.

          12.04 Committee  Review The decision on the review of the denied claim
shall be rendered by the  Committee  within sixty (60) days after the receipt of
the request  for review (if no hearing is held) or within  sixty (60) days after
the hearing if one is held.  The  decision  shall be written and shall state the
specific reasons for the decision including reference to the specific provisions
of this Plan on which the decision is based.


                                  ARTICLE XIII

                         NATURE OF COMPANY'S OBLIGATION

          13.01 Company's  Obligation The Company's  obligations under this Plan
shall be an unfunded  and  unsecured  promise to pay.  The Company  shall not be
obligated under any  circumstances to fund its financial  obligations under this
Plan.

          13.02 Creditor  Status Any assets which the Company may acquire or set
aside to help cover financial  liabilities are, and must,  remain general assets
of the Company  subject to the claims of its creditors.  Neither the Company nor
this Plan gives the Participant any beneficial  ownership  interest in any asset
of the Company.  All rights of ownership in any such assets are, and remain,  in
the Company.

                                       10
<PAGE>

                                  ARTICLE XIV

                                  MISCELLANEOUS

          14.01 Written Notice Any notice which shall or may be given under this
Plan or a Deferral  Agreement  shall be in writing and shall be mailed by United
States mail,  postage  prepaid.  If notice is to be given to the  Company,  such
notice  shall be addressed  to the Company at 4551 W. 107th  Street,  Suite 100,
Overland Park,  Kansas 66207 or, if notice is to an Executive,  addressed to the
address shown on such Executive's most recent Deferral Agreement.

          14.02 Change of Address Any party may,  from time to time,  change the
address to which  notices shall be mailed by giving  written  notice of such new
address.

          14.03 Merger,  Consolidation  or Acquisition The Plan shall be binding
upon the Company,  its assigns, and any successor company which shall succeed to
substantially  all of its assets and business  through  merger,  acquisition  or
consolidation, and upon an Executive, his Beneficiary, assigns, heirs, executors
and administrators.

          14.04  Amendment  and  Termination  The  Company  retains the sole and
unilateral right to terminate,  amend,  modify or supplement this Plan, in whole
or in part,  at any time.  This  right  includes  the right to make  retroactive
amendments.  However, no Company action under this right shall reduce the amount
credited to any Participant's  Bookkeeping Account;  provided,  however, that in
the event of a Change in Control, no action to amend or terminate the Plan shall
be effective  without the express written consent of two-thirds  (2/3's) or more
of the Participants  and their  Beneficiaries.  Notwithstanding  anything to the
contrary,  as soon as practicable  following the  termination of the Plan,  each
Participant  shall  be  paid  an  amount  equal  to  the  sum  credited  to  the
Participant's Bookkeeping Account.

          14.05  Employment  This Plan does not provide a contract of employment
between the Company and the  Participant,  and the Company reserves the right to
terminate  the   Participant's   employment,   for  any  reason,  at  any  time,
notwithstanding the existence of this Plan.

          14.06  Nontransferability  Except  insofar as prohibited by applicable
law, no sale, transfer,  alienation,  assignment,  pledge,  collateralization or
attachment  of any benefits  under this Plan shall be valid or recognized by the
Company. Neither the Participant,  his spouse, or designated Beneficiary,  shall
have any power to hypothecate,  mortgage,  commute, modify or otherwise encumber
in  advance  of any of the  benefits  payable  hereunder,  nor shall any of said
benefits be subject to seizure for the payment of any debts, judgments,  alimony
maintenance,  owed by the Participant or his Beneficiary,  or be transferable by
operation  of  law  in  the  event  of  bankruptcy,   insolvency  or  otherwise.
Notwithstanding  anything  to the  contrary,  the  Committee  may comply  with a
"qualified  domestic  relations order" as defined in section 414(p) of the Code,
without  regard to section  414(p)(9)  of the Code or any other  provision  that
makes section 414(p) of the Code inapplicable to the Plan.

          14.07 Legal Fees All reasonable legal fees incurred by any Participant
(or former Participant) to successfully enforce his valid rights under this Plan
shall be paid by the Company in addition to sums due under this Plan.

                                       11
<PAGE>

          14.08 Tax  Withholding  The  Company may  withhold  from a payment any
federal,  state or local taxes  required by law to be withheld  with  respect to
such payment and such sum as the Company may reasonably estimate as necessary to
cover any taxes for which the  Company  may be liable and which may be  assessed
with regard to such payment.

          14.09  Acceleration  of  Payment  The  Company  reserves  the right to
accelerate  the  payment  of any  benefits  payable  under this Plan at any time
without the consent of the Participant, his estate, his Beneficiary or any other
person claiming through the Participant.

          14.10  Applicable  Law This Plan shall be  governed by the laws of the
state of Kansas to the extent not preempted by ERISA.

          IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be
executed by its duly  authorized  officer on this  _____day of  November,  2001,
effective as set forth herein.


                                     APPLEBEE'S INTERNATIONAL, INC.



                                  By
                                    -------------------------------------------


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