APPLEBEE'S INTERNATIONAL, INC.

                   EXECUTIVE NONQUALIFIED STOCK PURCHASE PLAN


                        ARTICLE 1 - PURPOSE OF THE PLAN
                        -------------------------------

         The Company has established this Plan to provide eligible  employees of
the Company and its  Subsidiaries  a method to  purchase,  at a discount  and by
payroll deduction, shares of common stock of the Company in excess of the shares
permitted to be purchased under the Qualified Plan. This Plan is intended not to
qualify as an "employee stock purchase plan" under Section 423 of the Code.

                            ARTICLE 2 - DEFINITIONS
                            -----------------------

         2.1   "Beneficiary"  means   the   beneficiary  designated   under  the
Qualified  Plan. In the absence of  any such beneficiary  designation  under the
Qualified Plan, "Beneficiary" shall mean the Participant's estate.

         2.2   "Board" means the Board of Directors of the Company.

         2.3   "Brokerage  Account"  means   the   general securities  brokerage
account,  or  such  other  account  or  record  determined  appropriate  by  the
Company, established and maintained for the Plan with any entity selected by the
Company, in its discretion,  to assist in the  administration  of, and  purchase
of Shares under the Plan. There shall be a single  Brokerage  Account for Shares
purchased under this Plan and for Shares purchased under the Qualified Plan.

         2.4   "Code" means the Internal Revenue Code of 1986, as amended.

         2.5   "Commencement  Date"  means  the  January 1,  April 1,  July 1 or
October 1, as the case may be, on which a particular Offering begins.

         2.6   "Committee"  means  the committee of  persons  appointed  by  the
Company for the purpose of administering the Plan.

         2.7   "Company" means Applebee's International, Inc.

         2.8   "Designated Person"  means the person designated by the Committee
to receive any forms or agreements  required  or permitted  under the Plan. More
than one person  may  be designated by the Committee. Different  persons  may be
designated for different  forms or agreements.  The Designated  Person may be an
individual or an entity.  The Committee shall notify  Participants in writing of
the identity of each Designated Person and the forms or agreements to be sent to
each such person.

         2.9   "Effective   Date"  means   the  later  of  the   date  that  the
stockholders of the Company approve this Plan or July 1, 2004.


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<PAGE>


         2.10  "Ending  Date"  means  the  March 31,  June 30,  September  30 or
December 31, as the case may be, on which a particular Offering concludes.

         2.11  "Enrollment  Agreement"  means the  enrollment form acceptable to
the  Committee  that a  Participant who  wishes to  participate in the Plan must
submit to the Designated Person prior to the  Commencement Date. There  may be a
single enrollment form for both this Plan and the Qualified Plan.

         2.12  "Offering" means each three (3) consecutive month offering period
for the purchase and sale of Shares under the Plan.

         2.13  "Participant" means an employee who has satisfied the eligibility
requirements of Article 3 and who has complied with the  requirements of Article
4.

         2.14  "Pay" means and includes (i) a  Participant's  regular  salary or
earnings;  (ii) a  Participant's  overtime pay; (iii) bonuses  designated by the
bonus plan  pursuant to which the bonus is paid as being  eligible to be used to
purchase Shares under this Plan and (iv) bonuses  designated by the Committee as
being  eligible to be used to purchase  Shares under this Plan.  "Pay" shall not
include  any  other  compensation,   taxable  or  otherwise,  including  without
limitation employee tips,  moving/relocation  expenses,  imputed income,  option
income, tax-gross-ups and taxable benefits.

         2.15  "Payroll Deduction  Account" shall mean the Company's bookkeeping
entry that  reflects the amount  deducted  from each  Participant's  Pay for the
purpose of purchasing Shares under the Qualified Plan and this Plan,  reduced by
amounts  refunded to the Participant and amounts applied to purchase Shares from
such account under the  Qualified  Plan and  hereunder.  There shall be a single
Payroll  Deduction  Account for amounts  deducted  under this Plan and under the
Qualified Plan.  Amounts deducted from each  Participant's Pay may be commingled
with the general funds of the Company. No interest shall be paid or allowed on a
Participant's payroll deductions.

         2.16  "Plan"  means  the  Applebee's   International,   Inc.  Executive
Nonqualified Stock Purchase Plan.

         2.17  "Purchase Price" means the  price  per  Share  as  set  forth  in
Article 6 paid by a Participant to acquire Shares hereunder.

         2.18  "Qualified Plan" means the Applebee's International Inc. Employee
Stock Purchase Plan.

         2.19  "Shares" means shares of the Company's common stock.

         2.20  "Subsidiaries" shall  mean  any  present  or future  domestic  or
foreign  corporation that would be a "subsidiary  corporation" of the Company as
that term is defined in Section 424(f) of the Code.

         2.21  "Withdrawal" means  a Participant's  election to withdraw from an
Offering pursuant to Article 11.


                                      -2-
<PAGE>


                            ARTICLE 3 - ELIGIBILITY
                            -----------------------

         Any employee of the Company or any of its  Subsidiaries in salary grade
16 or higher shall be eligible to participate in the Plan as of the Commencement
Date  coinciding  with or next  following the date such employee  satisfies this
eligibility criterion.  If an employee terminates employment with the Company or
any of its Subsidiaries for any reason and is later rehired,  he or she shall be
eligible to participate in the Plan as of the Commencement  Date coinciding with
or next  following  the  date  such  employee  is  rehired  and  satisfies  this
eligibility criterion.

                           ARTICLE 4 - PARTICIPATION
                           -------------------------

         An  eligible  employee  may  become  a  Participant  by  completing  an
Enrollment  Agreement  provided by the Company and filing it with the Designated
Person prior to the deadline set by the Committee that precedes the Commencement
Date of the Offering to which it relates.  Participation  in one Offering  under
the Plan shall neither limit, nor require,  participation in any other Offering;
provided,  however,  that at the conclusion of each Offering,  the Company shall
automatically  re-enroll each  Participant in the next Offering at the same rate
of payroll  deduction,  unless the Participant has advised the Designated Person
otherwise in a written form  acceptable  to the  Committee  in  accordance  with
procedures established by the Committee from time to time.

                             ARTICLE 5 - OFFERINGS
                             ---------------------

         Each  Offering  shall be for three (3)  consecutive  months.  The first
Offering shall commence on July 1, 2004. Thereafter, Offerings shall commence on
each  subsequent  April 1, July 1,  October 1 and January 1, and shall  continue
until the Plan is terminated in accordance with Section 15.5.

                           ARTICLE 6 - PURCHASE PRICE
                           --------------------------

         The  "Purchase  Price" per Share  pursuant to an Offering  shall be the
lesser of (a) 85% of the fair market value per Share on the Commencement Date of
such  Offering or, if the  Commencement  Date is not a business day, the nearest
subsequent  business  day; or (b) 85% of the fair market  value of such Share on
the Ending Date of such  Offering or, if the Ending Date is not a business  day,
the nearest prior  business day. "Fair market value" for this purpose shall mean
the closing price as reported on the National  Association of Securities Dealers
Automated  Quotation National Market System (the "NASDAQ-NMS") or, if the Shares
are not reported on the NASDAQ-NMS, on the stock exchange,  market, or system on
which the Shares are traded as reported  that is  designated by the Committee as
controlling  for purposes of the Plan.  In the event shares are not so traded or
reported,  no  purchase  shall be made and each  Participant's  interest  in the
amount  credited  to the  Payroll  Deduction  Account  shall be returned to each
Participant without interest.

                   ARTICLE 7 - LIMITATIONS ON SHARE OWNERSHIP
                   ------------------------------------------

         7.1   The maximum  number  of  Shares that a  Participant  may  acquire
during an Offering  shall be the amount credited  to such Participant's  Payroll
Deduction  Account as of  the  Ending  Date of  such  Offering,  divided  by the
Purchase  Price  per  Share,  less the  number of  Shares  purchased  under  the
Qualified Plan with respect to such Offering.


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<PAGE>


         7.2   The  maximum, aggregate  number of  Shares that  will be  offered
under the Plan is  one hundred  fifty thousand (150,000). If, as  of any  Ending
Date, the total number of Shares to be purchased  exceeds  the  number of Shares
then available  under this  Article  (after  deduction  of all Shares  that have
been previously purchased under the Plan), the Committee  shall  make a pro rata
allocation of the Shares that remain  available in as nearly a uniform manner as
shall be practicable  and as it shall  determine,  in its sole  judgment,  to be
equitable.  In such event,  any amount  credited to each  Participant's  Payroll
Deduction  Account that remains after  purchase of such reduced number of Shares
shall be  refunded as soon as  reasonably  practicable,  and no further  payroll
deductions or Offerings shall occur under this Plan unless and until  additional
shares are authorized.

         7.3   Notwithstanding  anything  herein to  the  contrary, the  maximum
number of Shares that may be purchased by any Participant  as of any Ending Date
shall be reduced to that number which, when the voting power or value thereof is
added to the  total combined  voting power or value of all classes of  shares of
capital stock of the Company or its Subsidiaries the person is already deemed to
hold (excluding  any number of Shares  which such  person would be  entitled  to
purchase under the Plan),  is one share less than five percent (5%) of the total
combined voting power or value of all classes of shares of capital  stock of the
Company or its Subsidiaries.

                         ARTICLE 8 - PAYROLL DEDUCTIONS
                         ------------------------------

         8.1   At the time the Enrollment Agreement is filed with the Designated
Person  and  for  so  long  as a  Participant  participates  in the  Plan,  each
Participant may authorize the Company to make payroll deductions of either (a) a
fixed dollar amount per pay period; or (b) a whole percentage (in 1% increments)
of Pay per pay  period;  provided,  however,  that  the  Participant  may make a
different  percentage  election  with  respect to bonus Pay than his  percentage
election with respect to other types of Pay. The Committee,  in its  discretion,
may  establish  from  time to  time a  minimum  fixed  dollar  deduction  that a
Participant  must  authorize  in order to  participate  in this Plan;  provided,
however,  that a  Participant's  existing  rights  under any  Offering  that has
already commenced may not be adversely affected thereby. The Board, Compensation
Committee  or the  Committee  may set limits  from time to time on the amount or
percentage  of Pay that may be  deducted.  Until a different  limit is set,  the
maximum that may be deducted for both the Qualified Plan and this Plan is 25% of
base  salary  and 50% of bonus.  Contributions  to the  Qualified  Plan shall be
limited as set forth in that plan.

         8.2   The amount  of each  Participant's  payroll deductions  shall  be
credited to his Payroll Deduction Account.  No interest or other amount shall be
credited to a Payroll Deduction Account.

         8.3   Commencing with  respect to the first payroll period beginning on
or  after  the  Plan's   Effective  Date,  a  Participant's  authorized  payroll
deductions  shall be deducted from  each  paycheck paid during an  Offering  and
shall  continue until changed by the Participant or by amendment or  termination
of this  Plan. A Participant  may elect to  increase or decrease his  authorized


                                      -4-
<PAGE>


payroll  deductions effective as  of January 1, April 1,  July 1 or October 1 of
each  year upon prior notice acceptable  to the Company. Except for a Withdrawal
and discontinuance of payroll deductions permitted under this Plan, no change in
payroll  deductions may  be effective on a  date other  than January 1, April 1,
July 1, or October 1, including without limitation, any change in the amount  or
rate of payroll deductions during an Offering.

         8.4   With  respect  to  each  payroll  period  during  an  Offering, a
Participant's  authorized  payroll  deductions  shall be deducted  from Pay only
after  all  other   discretionary  and   non-discretionary   payroll  deductions
attributable  to such  Participant  have first been  deducted  from Pay for such
period.  To  the  extent  a  Participant's  Pay  after  such  discretionary  and
non-discretionary  payroll  deductions  have  been  deducted  is less  than  the
Participant's   authorized  payroll  deductions  hereunder,   the  Participant's
remaining Pay, if any, shall be credited on his behalf to the Payroll  Deduction
Account and the difference  between the authorized and actual deduction shall be
disregarded and never deducted from payroll or credited to the Payroll Deduction
Account.

         8.5   A   Participant   who  timely   files  an   Enrollment  Agreement
authorizing  the Company to  start,  stop,  increase,  or decrease  his  payroll
deductions  shall have thirty  (30) days  from  the  date of the  first  regular
payroll  check  that  such  modification  was to  be  effective  to  advise  the
Designated  Person in writing  that  his  payroll  deduction  was  not  properly
implemented. If a Participant fails to inform the Designated Person within  such
thirty (30) day  period,  such  Participant  shall  be  deemed to  have  elected
whatever amount (including zero) that  has been and is  being deducted  from his
paycheck.

                         ARTICLE 9 - PURCHASE OF SHARES
                         ------------------------------

         9.1   As of the Ending Date of each  Offering, a  Participant's Payroll
Deduction  Account  shall first be used to purchase  Shares under the  Qualified
Plan. Once a Participant has purchased the maximum number of Shares permitted to
be  purchased   during  an  Offering   Period  under  the  Qualified  Plan,  the
Participant's  Payroll  Deduction Account shall be used to purchase Shares under
this Plan,  subject to the limits of Section 7.3 of this Plan.  The  Participant
shall be deemed to have elected to purchase at the Purchase  Price,  the maximum
number of Shares (including  fractional  Shares) that may be purchased with such
Participant's  Payroll  Deduction Account remaining after the purchase of Shares
under the Qualified  Plan in  accordance  with the terms of this Plan unless the
Designated  Person has received  timely and proper notice of a  Withdrawal.  The
Shares  purchased  hereunder  will be  credited  to the  Brokerage  Account.  No
Participant  shall have any rights of a  shareholder  with respect to any Shares
until the Shares have been purchased in accordance  herewith.  Shares  purchased
hereunder  may be treasury or newly issued  shares  acquired from the Company or
shares acquired on the open market.

         9.2   Any cash  dividends paid on Shares purchased  under this Plan and
credited to the Brokerage Account shall be automatically applied to purchase, at
Company expense, additional Shares from the Company at the fair market value (as
defined  in  Article  6) of  such  Shares  as of the  business  day  immediately
preceding the date of purchase, or on the open market at the market price at the
time of purchase,  and such additional shares shall be credited to the Brokerage
Account.


                                      -5-
<PAGE>


         9.3   Notwithstanding  the  preceding provisions of this Article or any
other  provision to the  contrary,  no Shares  shall be  purchased  hereunder or
credited to the Brokerage Account until the Plan is approved by the stockholders
of the Company.

                  ARTICLE 10 - EVIDENCE OF OWNERSHIP OF SHARES
                  --------------------------------------------

         Following  the  Ending  Date of each  Offering,  the  Shares  that  are
purchased  by each  Participant  pursuant to this Plan shall be recorded in book
entry form and credited to the Brokerage Account.

                            ARTICLE 11 - WITHDRAWAL
                            -----------------------

         11.1  A Participant  may "Withdraw" from  an Offering, in whole but not
in part, by  notifying the Designated Person, in writing on a form acceptable to
the  Committee, in  which event (i)  the Participant's  payroll deductions shall
stop as  soon as is  reasonably practicable following  receipt of such notice by
the Designated Person, (ii) the Company shall refund, the amount credited to the
Participant's Payroll Deduction Account as soon as reasonably  practicable,  and
(iii) no Shares shall be purchased on behalf of the Participant  with respect to
such  Offering.  The notice  described  in this  Section must be received by the
Designated  Person prior to the deadline set by the Committee,  provided that if
the Committee fails to set such a deadline,  such notice must be received by the
Ending Date (or the immediately preceding business day if the Ending Date is not
a business day).

         11.2  An eligible employee who has  previously  withdrawn from the Plan
may re-enter by complying with the Participation  requirements.  Upon compliance
with such requirements,  an employee's  re-entry into the Plan will be effective
as of the  Commencement  Date coinciding with or next following the satisfaction
of such requirements.

         11.3  A  Participant  hereunder  may  elect  at  any  time  on  a  form
acceptable  to the Committee (i)  to have all or part  of the Shares credited to
the Brokerage Account on his or her behalf (including fractional Shares) sold at
the  Participant's  expense and cash paid  to the  Participant, (ii) to have any
whole Shares  transferred to  the  Participant's  individual  brokerage  account
established  at the Participant's  expense, or (iii) to have a stock certificate
issued to the Participant or his designee for any whole  Shares  credited to the
Brokerage Account on his behalf.

                      ARTICLE 12 - RIGHTS NOT TRANSFERABLE
                      ------------------------------------

         No Participant shall be permitted to sell, assign, transfer, pledge, or
otherwise  dispose of or  encumber  such  Participant's  interest in the Payroll
Deduction  Account or any rights to purchase or to receive Shares under the Plan
other than by will or the laws of descent and distribution,  and such rights and
interests  shall  not be  subject  to,  a  Participant's  debts,  contracts,  or
liabilities.  If a  Participant  purports to make a  transfer,  or a third party
makes a claim in  respect of a  Participant's  rights or  interests,  whether by
garnishment,  levy,  attachment or otherwise,  such purported  transfer or claim
shall be treated as a Withdrawal.


                                      -6-
<PAGE>


                     ARTICLE 13 - TERMINATION OF EMPLOYMENT
                     --------------------------------------

         As  soon  as  reasonably   practicable   following   termination  of  a
Participant's  employment  with the Company or any of its  Subsidiaries  for any
reason whatsoever, including, but not limited to, by reason of death, disability
or  retirement,  (i) the amount  credited  to the Payroll  Deduction  Account on
behalf  of  the  Participant  shall  be  returned  to  the  Participant  or  the
Participant's Beneficiary,  as the case may be, subject to Section 15.1 and (ii)
the  Participant's  interest in the Brokerage Account shall be liquidated in the
manner described below. As part of the procedure to liquidate the  Participant's
interest in the Brokerage  Account,  the  Participant  may elect in writing on a
form  acceptable to the Committee and received by the  Designated  Person by the
deadline  set by the  Committee,  to have the number of Shares  credited  to the
Brokerage Account on behalf of the Participant sold at the Participant's expense
and cash paid to the  Participant,  or to have such  Shares  transferred  to the
Participant's  individual  brokerage  account  established at the  Participant's
expense.  If the Participant does not request a sale or transfer by the deadline
established  by the  Committee  or  requests to receive a stock  certificate,  a
certificate for the whole Shares credited to the Brokerage Account on his behalf
will be issued to the Participant and the Participant  will receive cash for any
fractional Shares credited to the Brokerage Account on his behalf.

                          ARTICLE 14 - ADMINISTRATION
                          ---------------------------

         The Plan shall be administered by the Committee,  which may engage such
persons,  entities  or  agents  as it shall  deem  advisable  to  assist  in the
administration of the Plan. The Company may from time to time appoint or dismiss
members of the  Committee.  A majority  of the  members of the  Committee  shall
constitute  a quorum  and the acts of a  majority  of the  members  present at a
meeting or the  consent in writing  signed by all the  members of the  Committee
shall  constitute the acts of the Committee.  The Committee shall be vested with
full authority to make, administer,  and interpret such rules and regulations as
it deems necessary to administer the Plan, and any determination,  decision,  or
action of the Committee in  connection  with the  construction,  interpretation,
administration  or  application  of the Plan  shall be  final,  conclusive,  and
binding upon all parties,  including the Company,  the  Participants and any and
all persons that claim rights or interests  under or through a Participant.  The
Committee  may  delegate  all or  part  of its  authority  to one or more of its
members.

                           ARTICLE 15 - MISCELLANEOUS
                           --------------------------

         15.1  Amendment or Discontinuance of the Plan. The Board shall have the
right to  amend,  modify  or  terminate  the Plan at any  time  without  notice,
provided  that no  Participant's  existing  rights under any Offering that is in
progress may be adversely affected thereby.

         15.2  Changes  in  Capitalization.  In  the  event  of  reorganization,
recapitalization,  stock split, stock dividend,  combination of shares,  merger,
consolidation, offerings of rights, or any other change in the capital structure
of the Company,  the number, kind and price of the Shares that are available for
purchase under the Plan and the number of Shares that an employee is entitled to
purchase  shall be  automatically  adjusted  to  reflect  the  change in capital
structure;  provided,  however,  that the Board shall retain the right to modify
any such adjustment in the manner it deems appropriate.


                                      -7-
<PAGE>


         15.3  Notices.  All notices or other  communications  by a  Participant
under or in  connection  with the Plan,  including but not limited to Enrollment
Agreements,  shall be  deemed  to have  been duly  given  when  received  by the
Designated Person in the form specified by the Committee.

         15.4  Termination  of  the  Plan.  This  Plan  shall  terminate  at the
earliest of the following:

               (a) The date of the filing of a "Statement of Intent to Dissolve"
by the Company or the effective  date of a merger or  consolidation  wherein the
Company is not to be the surviving corporation, which merger or consolidation is
not between or among corporations affiliated with the Company;

               (b) The date the Board acts to terminate the Plan; and

               (c) The date  when  all of the  Shares  that  were  reserved  for
issuance hereunder have been purchased.

         Prior to  termination  of the Plan,  the  Company may change the Ending
Date of a pending  Offering.  Upon  termination  of the Plan,  the Company shall
refund to each Participant,  the remaining amount credited to each Participant's
Payroll Deduction Account after all purchases have been made.

         15.5  Notice of, and Limitations on Sale of Stock  Purchased  Under the
Plan.  The Plan is intended to provide Shares for investment and not for resale.
The Company does not,  however,  intend to restrict or influence  the conduct of
any employee's affairs beyond established Company policies.  A current or former
Participant may, therefore, sell Shares that are purchased under the Plan at any
time at his expense,  subject to compliance with any applicable federal or state
securities  laws and  Company  policies.  Each  current  and former  Participant
assumes the risk of any market fluctuations in the price of the Shares.

         15.6  Governmental  Regulation.  The  Company's  obligation to sell and
deliver Shares under this Plan is subject to any  governmental  approval that is
required in connection with the authorization, issuance or sale of such Shares.

         15.7  No Employment Rights. This Plan does not, directly or indirectly,
create  in any  employee  or  class of  employees  any  right  with  respect  to
continuation  of  employment  by the  Company,  and it shall  not be  deemed  to
interfere in any way with the Company's right to terminate, or otherwise modify,
an employee's employment at any time.

         15.8  Governing  Law.  The law of the state of Kansas  shall govern all
matters  that relate to this Plan except to the extent it is  superseded  by the
laws of the United States.

         15.9  Text of Plan Documents  Controls. Titles of Articles and Sections
in this Plan are inserted for  convenience of reference only and in the event of
any  conflict,  the text of this  instrument,  rather  than such  titles,  shall
control.


                                      -8-
<PAGE>


         15.10 Non-gender  Clause.  Any words herein used in the masculine shall
read and be construed in the  feminine  where they would so apply.  Words in the
singular  shall be read and be  construed  as though  used in the  plural in all
cases where they would so apply.

         IN WITNESS WHEREOF, Applebee's International, Inc. has caused this Plan
to be adopted effective as of the Effective Date.




                                      -9-