APPLEBEE'S INTERNATIONAL, INC.

                POST-2004 NONQUALIFIED DEFERRED COMPENSATION PLAN





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                         APPLEBEE'S INTERNATIONAL, INC.
                POST-2004 NONQUALIFIED DEFERRED COMPENSATION PLAN

                                TABLE OF CONTENTS

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<S>     <C>    <C>   <C>                                                                                             <C>

SECTION 1             INTRODUCTION AND DEFINITIONS....................................................................1

         1.1    Purpose and Application of this Plan Document.........................................................1

         1.2    Definitions...........................................................................................1

         1.2.1         Account........................................................................................1

         1.2.2         Administrator..................................................................................1

         1.2.3         Affiliate......................................................................................1

         1.2.4         Annual Valuation Date..........................................................................1

         1.2.5         Base Pay.......................................................................................1

         1.2.6         Beneficiary....................................................................................1

         1.2.7         BFC............................................................................................2

         1.2.8         Board..........................................................................................2

         1.2.9         Bonus..........................................................................................2

         1.2.10        Change in Control..............................................................................2

         1.2.11        Code...........................................................................................2

         1.2.12        Compensation...................................................................................3

         1.2.13        Disabled or Disability.........................................................................3

         1.2.14        ECC............................................................................................3

         1.2.15        Employee.......................................................................................3

         1.2.16        Employer.......................................................................................3

         1.2.17        Employer Discretionary Contribution Credits....................................................3

         1.2.18        Employer Matching Contribution Credits.........................................................3

         1.2.19        Enrollment Period..............................................................................3

         1.2.20        ERISA..........................................................................................3

         1.2.21        Excess Compensation............................................................................3

         1.2.22        Fiduciary Committee............................................................................3

         1.2.23        Key Employee...................................................................................3

         1.2.24        Measuring Investments..........................................................................4

         1.2.25        Participant....................................................................................4

         1.2.26        Performance Based Bonus........................................................................4

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         1.2.27        Plan...........................................................................................4

         1.2.28        Plan Year......................................................................................4

         1.2.29        Post-2004 Account... ..........................................................................4

         1.2.30        Pre-2005 Account...............................................................................4

         1.2.31        Sponsor........................................................................................4

         1.2.32        Sponsor's 401(k) Plan..........................................................................4

         1.2.33        Terminates Employment or Terminated Employment, Terminating Employment or
                       Termination of Employment......................................................................4

         1.2.34        Unforeseeable Emergency........................................................................5

         1.2.35        Valuation Date.................................................................................5

         1.3    Gender................................................................................................5

         1.3.1         Gender and Number..............................................................................5

         1.4    Grandfather...........................................................................................5


SECTION 2             PARTICIPATION...................................................................................5

         2.1    Who May Participate...................................................................................5

         2.1.1         Eligible Participant...........................................................................5

         2.1.2         Terms and Conditions of Participation..........................................................6

         2.1.3         Termination of Participation...................................................................6


SECTION 3             CREDITS TO ACCOUNTS.............................................................................6

         3.1    Deferrals from Salary.................................................................................6

         3.1.1         Amount of Deferrals............................................................................6

         3.1.2         Suspension of Deferrals Due to Hardship or Unforeseeable Emergency Distribution................7

         3.2    Employer Matching Contribution Credits................................................................7

         3.3    Employer Discretionary Contribution Credits...........................................................7

         3.4    Credits from Measuring Investments....................................................................7


SECTION 4             ADJUSTMENT OF ACCOUNTS..........................................................................7

         4.1      Establishment of Accounts...........................................................................7

         4.2      Accounting Rules....................................................................................8


SECTION 5             VESTING OF ACCOUNTS.............................................................................8

         5.1    Participant Deferrals.................................................................................8

         5.2    Employer Contributions................................................................................8


SECTION 6             SPENDTHRIFT PROVISION...........................................................................8

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SECTION 7             DISTRIBUTIONS...................................................................................8

         7.1    Time of Distribution..................................................................................8

         7.2    Benefit Upon Disability...............................................................................9

         7.3    Benefit Upon Death....................................................................................9

         7.3.1         Retirement Death Benefit.......................................................................9

         7.3.2         Designation of Beneficiary.....................................................................9

         7.3.3         Failure of Designation.........................................................................9

         7.3.4         Disclaimers by Beneficiaries...................................................................9

         7.3.5         Death Prior to Full Distribution..............................................................10

         7.3.6         Application for Benefits......................................................................10

         7.4    Benefit Upon Other Termination of Employment.........................................................10

         7.4.1         Form of Distribution..........................................................................10

         7.4.2         Manner and Time of Election...................................................................10

         7.4.3         Calculation of Installment Amounts............................................................10

         7.5    Benefit Prior to Termination of Employment...........................................................11

         7.5.1         Post-2004 Account.............................................................................11

         7.6    Distributions in Cash or In Kind.....................................................................11

         7.7    Acceleration of Distribution.........................................................................11

         7.7.2         Payment of Employment Taxes...................................................................11

         7.7.3         Payment upon Income Inclusion under Section 409A of the Code..................................11

         7.8    Facility of Payment..................................................................................11

         7.9    Special IRS Transition Rule..........................................................................11


SECTION 8             FUNDING OF PLAN................................................................................12

         8.1    Unfunded Plan........................................................................................12

         8.2    Corporate Obligation.................................................................................12


SECTION 9             AMENDMENT AND TERMINATION......................................................................12

         9.1    Amendment and Termination............................................................................12

         9.2    Events Allowing Immediate Payment upon Plan Termination..............................................13

         9.3    No Oral Amendments...................................................................................13


SECTION 10            DETERMINATIONS - RULES AND REGULATIONS.........................................................13

         10.1   Determinations.......................................................................................13

         10.2   Rules and Regulations................................................................................13

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         10.3   Method of Executing Instruments......................................................................13

         10.4   Claims Procedure.....................................................................................13

         10.4.1        Original Claim................................................................................13

         10.4.2        Review of Denied Claim........................................................................14

         10.4.3        General Rules.................................................................................14

         10.5   Limitations and Exhaustion...........................................................................14

         10.5.1        Limitations...................................................................................14

         10.5.2        Exhaustion Required...........................................................................15


SECTION 11            PLAN ADMINISTRATION............................................................................15

         11.1   Officers.............................................................................................15

         11.2   ECC..................................................................................................15

         11.3   Administrator........................................................................................15

         11.4   Delegation...........................................................................................16

         11.5   Conflict of Interest.................................................................................16

         11.6   Administrator........................................................................................16

         11.7   Service of Process...................................................................................16

         11.8   Expenses.............................................................................................16

         11.9   Tax Withholding......................................................................................16

         11.10  Certifications.......................................................................................16

         11.11  Errors in Computations...............................................................................17


SECTION 12            CONSTRUCTION...................................................................................17

         12.1   Applicable Laws......................................................................................17

         12.1.1        ERISA Status..................................................................................17

         12.1.2        IRC Status....................................................................................17

         12.1.3        References to Laws............................................................................17

         12.2   Effect on Other Plans................................................................................17

         12.3   Disqualification.....................................................................................17

         12.4   Rules of Document Construction.......................................................................17

         12.5   Choice of Law........................................................................................18

         12.6   No Employment Contract...............................................................................18
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                         APPLEBEE'S INTERNATIONAL, INC.
                POST-2004 NONQUALIFIED DEFERRED COMPENSATION PLAN


                                   SECTION 1

                          INTRODUCTION AND DEFINITIONS

1.1   Purpose and Application of this of Plan Document. The purpose of this Plan
document is to provide  eligible  Employees  of the  Sponsor and its  Affiliates
(collectively  "Employer")  with  an  opportunity  to  defer  compensation  on a
tax-deferred basis with respect to compensation  earned after December 31, 2004.
The  Plan is  designed  to be an  unfunded  deferred  compensation  plan for the
benefit of a select group of management and highly compensated employees, and is
intended  to  comply  with  section  409A  of the  Code  and  the  proposed  IRS
regulations  and other  guidance  issued  thereunder.  This amended and restated
document  is adopted  effective  as of January 1, 2005,  and  governs  the terms
related to  deferrals of  compensation  earned  after  December  31,  2004.  All
deferrals with respect to compensation  earned before January 1, 2005 ("Pre-2005
Deferrals"), were fully vested as of December 31, 2004 and the terms of the Plan
in effect on  October 3, 2004,  shall  remain in effect and apply  solely to the
Pre-2005 Deferrals.

1.2   Definitions. When the following terms are used herein with initial capital
letters,  they shall have the  following  meanings  unless the  context  clearly
requires a different meaning:

              1.2.1   Account   means  the   separate   bookkeeping   account(s)
      established with respect to each person who is a Participant in this Plan.

              1.2.2   Administrator   means  the   BFC   or  any   person(s)  or
      entity(ies) to  whom or to  which the BFC has  delegated any  and all plan
      administration authority, duties and responsibilities.

              1.2.3   Affiliate means a business entity that with the Sponsor is
      considered a single employer under section 414(b) or section 414(c) of the
      Code.

              1.2.4   Annual Valuation Date means each December 31.

              1.2.5   Base  Pay  means,  with  respect  to  a  Participant, such
      Participant's   annual   rate  of  base  salary  as   determined   by  the
      Administrator  in its  sole  discretion  paid to such  Participant  by the
      Employer,  before reduction  because of salary deferrals into this Plan or
      any other plan or  arrangement  of the Employer  whereby  compensation  is
      deferred,  including,  without limitation,  a plan whereby compensation is
      reduced in  accordance  with  section  401(k) or section  125 of the Code.
      "Base Pay" does not include any other  remuneration  paid by the Employer,
      including some or all Bonuses,  overtime, stock options,  distributions of
      compensation   previously   deferred,   restricted   stock,   commissions,
      allowances for expenses (including moving,  travel expenses and automobile
      expenses) and fringe benefits payable in a form other than cash.

              1.2.6   Beneficiary  means a person designated pursuant to Section
      7.3 to receive all or a part of the Participant's  Account in the event of
      the Participant's  death prior to full distribution  thereof.  A person so
      designated  shall not be considered a  Beneficiary  until the death of the
      Participant.


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              1.2.7   BFC  means  the Applebee's  International,  Inc.  Benefits
      Fiduciary Committee appointed by the Board.

              1.2.8   Board  means the board of directors  of the Sponsor or its
      successor. "Board" shall also mean and refer to such other person, persons
      or committee to whom the Board chooses to delegate  designated  aspects of
      plan administration in its sole discretion.

              1.2.9   Bonus means, with respect to a Participant, the total cash
      remuneration  paid or payable to such  Participant by the Employer under a
      bonus  program,  including a  Performance  Based Bonus,  before  reduction
      because  of  salary  deferrals  into  this  Plan  or  any  other  plan  or
      arrangement of the Employer whereby  compensation is deferred,  including,
      without limitation,  a plan whereby  compensation is reduced in accordance
      with section  401(k) or section 125 of the Code.  "Bonus" does not include
      any other remuneration paid by the Employer, including Base Pay, overtime,
      stock  options,   distributions  of  compensation   previously   deferred,
      restricted stock, commissions,  allowances for expenses (including moving,
      travel expenses and automobile  expenses) and fringe benefits payable in a
      form other than cash.

              1.2.10  Change in Control  shall be deemed to have occurred if the
      conditions  set  forth  in any  one or  more of the  following  have  been
      satisfied,  unless such condition  shall have received prior approval of a
      majority vote of the Continuing Directors,  as defined herein,  indicating
      that the  condition  shall not  constitute  a Change in  Control:  (i) any
      "person",  as such  term  is  used  in  Section  13(d)  and  14(d)  of the
      Securities  Exchange  Act of 1934  ("Act")  (other than the  Sponsor,  any
      trustee or other fiduciary  holding  securities  under an employee benefit
      plan of the Sponsor or any corporation owned,  directly or indirectly,  by
      the stockholders of the Sponsor in  substantially  the same proportions as
      their  ownership of stock of the Sponsor),  is or becomes the  "beneficial
      owner" (as defined in Rule 13d-3 under the Act),  directly or  indirectly,
      of securities of the Sponsor  representing thirty percent (30%) or more of
      the combined voting power of the Sponsor's then outstanding securities; or
      (ii) during any period of two (2)  consecutive  years (not  including  any
      period prior to the effective date of the Applebee's  International,  Inc.
      1995 Equity Incentive Plan), individuals ("Existing Directors") who at the
      beginning of such period  constitute the Board , and any new director (and
      "Approved Director") (other than a director designated by a person who has
      entered  into an  agreement  with the  Sponsor  to  effect  a  transaction
      described in  paragraph  (i),  (ii) or (iii) of this  Section  1.2.6 whose
      election  by the  Board  or  nomination  for  election  by  the  Sponsor's
      shareholders  was  approved by a vote of at least two thirds  (2/3) of the
      directors  then still in office who either were directors at the beginning
      of the period or whose election or nomination for election  previously was
      so  approved   (Existing   Directors   together  with  Approved  Directors
      constituting "Continuing  Directors"),  cease for any reason to constitute
      at least a majority of the Board; or (iii) the stockholders of the Sponsor
      approve a merger or  consolidation  of the Sponsor with any other  person,
      other than (a) a merger or consolidation  which would result in the voting
      securities of the Sponsor outstanding immediately prior thereto continuing
      to represent  (either by remaining  outstanding or by being converted into
      voting  securities for the surviving entity) more than fifty percent (50%)
      of the combined  voting power of the voting  securities  of the Sponsor or
      such  surviving  entity  outstanding  immediately  after  such  merger  or
      consolidation,  or (b) a merger in which no  "person"  (as  defined  above
      acquires more than thirty  percent  (30%) of the combined  voting power of
      the Sponsor's then outstanding securities; or (iv) the stockholders of the
      Sponsor  approve  a plan of  complete  liquidation  of the  Sponsor  or an
      agreement  for  the  sale  or   disposition  by  the  Sponsor  of  all  or
      substantially  all of the Sponsor's  assets (or any  transaction  having a
      similar effect).

              1.2.11  Code means the Internal Revenue Code of 1986, as amended.


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              1.2.12  Compensation   means   Base   Pay,    Bonus   and   Excess
      Compensation.

              1.2.13  Disabled  or  Disability  with  respect to a  Participant,
      shall  mean a  determination  of "Disability"  pursuant to  the  Sponsor's
      long-term disability  plan,  if the  definition of disability in such plan
      complies with  clause (i) or (ii) in the next  sentence.  In  the  absence
      of  such a  plan  being  applicable  to the  Participant,  "Disabled"  or
      "Disability" shall  mean  the Participant  (i) is  unable to engage in any
      substantial  gainful activity  by  reason  of any  medically  determinable
      physical or mental impairment  which can be expected to result in death or
      can be  expected to  last for a continuous  period of not less than twelve
      (12) months;  (ii) is by reason of  any  medically  determinable  physical
      or mental  impairment  which can be  expected to result in death or can be
      expected to  last for a  continuous  period  of not less  than twelve (12)
      months,  receiving  income replacement  benefits for a period of  not less
      than  three  (3)  months  under  an  accident  and  health  plan  covering
      Employees  of the  Participant's Employer;  or (iii) is  determined  to be
      disabled by the Social  Security Administration.

              1.2.14  ECC  means the  Executive  Compensation  Committee  of the
      Board.

              1.2.15  Employee means an employee of the Sponsor or an Affiliate.

              1.2.16  Employer  means  the  Sponsor  and  any  Affiliate  of the
      Sponsor with respect to such Affiliate's Employees.

              1.2.17  Employer  Discretionary  Contribution  Credits  means  the
      amounts credited to the Plan in accordance with Section 3.3.

              1.2.18  Employer  Matching Contribution  Credits means the amounts
      credited to the Plan in accordance with Section 3.2.

              1.2.19  Enrollment  Period means the period of time  designated by
      the  Administrator  during  which an  eligible  person  may elect to defer
      Compensation  for such Plan Year  pursuant  to the Plan.  Each  Enrollment
      Period  must end prior to the  first  day of the Plan  Year to which  such
      Enrollment Period relates.  Notwithstanding the foregoing,  in the case of
      the first year in which a person  becomes  eligible to  participate in the
      Plan,  the  Enrollment  Period  shall  mean the  thirty  (30)  day  period
      immediately  following the date the person is designated as being eligible
      for the Plan and any election to defer  Compensation shall be effective as
      of the first day of the pay  period  next  following  the  Administrator's
      receipt of the person's election to defer Compensation.

              1.2.20  ERISA means the Employee Retirement Income Security Act of
      1974, as amended.

              1.2.21  Excess Compensation  means, with respect to a Participant,
      the total remuneration paid or payable to such Participant by the Employer
      for a calendar  year that would not be  deductible  by the Employer due to
      the application of Section 162(m) of the Code.

              1.2.22  Fiduciary Committee means the Benefits Fiduciary Committee
      appointed by the Chief Executive  Officer and such other person or persons
      to whom the Benefits  Fiduciary  Committee chooses to delegate  designated
      aspects of plan administration in its sole discretion.

              1.2.23  Key  Employee  means key  employee  as  defined by Section
      416(i) of the Code without regard to Section 416(i)(5).


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              1.2.24  Measuring  Investments  shall have the meaning ascribed to
      such term in Section 3.4.

              1.2.25  Participant  means  an  Employee  of the  Employer  who is
      eligible to participate in this Plan in accordance  with the provisions of
      Section 2 and who has elected to defer  Compensation  under  Section 3. An
      Employee who has become a Participant shall be considered to continue as a
      Participant in this Plan until the date of the Participant's  death or, if
      earlier,  the date when the  Participant  no longer has any Account  under
      this Plan (that is, the  Participant has received a distribution of all of
      the Participant's Account).

              1.2.26  Performance   Based   Bonus  means,   with  respect  to  a
      Participant,   the  total  cash  remuneration  paid  or  payable  to  such
      Participant  by the Employer  under a bonus  program that is contingent on
      the satisfaction of  organizational  or individual  performance  criteria,
      established  in  writing  not  later  than  ninety  (90)  days  after  the
      commencement  of the  period  of  service  to which the  criteria  relates
      (provided that the Participant's  satisfaction of the performance criteria
      is  substantially  uncertain at the time the  criteria  are  established),
      relating to a performance  period of a minimum of twelve (12)  consecutive
      months, before reduction because of salary deferrals into this Plan or any
      other  plan  or  arrangement  of  the  Employer  whereby  compensation  is
      deferred,  including,  without limitation,  a plan whereby compensation is
      reduced in  accordance  with  section  401(k) or section  125 of the Code.
      "Performance  Based  Bonus" shall not include any amount or portion of any
      amount that will be paid to Participant  either  regardless of performance
      or based upon a level of performance that is  substantially  certain to be
      met at the time the criteria is established.  A Bonus that is based on the
      value of, or increase in the value of,  Employer Stock does not qualify as
      a Performance Based Bonus.

              1.2.27  Plan   means  this   amended   and   restated   Applebee's
      International,  Inc.  Nonqualified  Deferred Compensation Plan, as amended
      from time to time.

              1.2.28  Plan Year means the twelve (12) consecutive  month  period
      ending on each Annual Valuation Date.  Notwithstanding the foregoing, if a
      Participant commences participation in the Plan after the first day of any
      calendar year,  then his initial "Plan Year" shall commence on the date of
      participation and end on the following December 31st.

              1.2.29  Post-2004 Account means the separate  bookkeeping  account
      maintained  for each  Participant  with  respect to amounts  deferred  for
      calendar  years  beginning  on or after  January  1,  2005,  and  earnings
      thereon.

              1.2.30  Pre-2005  Account means the separate  bookkeeping  account
      maintained  for each  Participant  with  respect to amounts  deferred  for
      calendar  years  ending on or  before  December  31,  2004,  and  earnings
      thereon.

              1.2.31  Sponsor  means  Applebee's  International,   Inc.  or  any
      successor in interest.

              1.2.32  Sponsor's  401(k) Plan means the Applebee's International,
      Inc. 401(k) Savings Plan.

              1.2.33  Terminates Employment, Terminated Employment,  Terminating
      Employment or Termination of Employment  refers to the complete  severance
      of an  Employee's  employment  relationship  with  the  Employer  and  all
      Affiliates  for  any  reason.  An  Employee  does  not  sever  his  or her
      employment  relationship in a transfer from employment with an Employer to
      employment  with an  Affiliate  of an  Employer.  If an Employer who is an


                                       4
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      Affiliate ceases to be an Affiliate because of a sale of substantially all
      the stock or assets of the Employer, then a Participant who is employed by
      that Employer and who ceases to be employed by a participating Employer in
      this Plan on account of the sale of substantially  all the stock or assets
      of the Employer shall be considered to have Terminated  Employment for the
      purpose of commencing distributions from this Plan.

              1.2.34  Unforeseeable  Emergency means a severe financial hardship
      caused by an extraordinary  and  unforeseeable  circumstance  arising as a
      result of events  beyond the  control of the  Participant  that may not be
      relieved  through   reimbursement   or  compensation   from  insurance  or
      otherwise,  by liquidation of the Participant's  assets (to the extent the
      liquidation of such assets would not cause a severe  financial  hardship),
      or by cessation of deferrals  under this Plan,  and that falls into one or
      more of the  following  categories:  (i) an  illness  or  accident  of the
      Participant,   the   Participant's   spouse,  or  any  dependents  of  the
      Participants  (as defined in Section 152 of the Code);  (ii)  unreimbursed
      and  unreimbursable  expenses for medical care described in Section 213(d)
      of the Code  previously  incurred by the  Participant,  the  Participant's
      spouse,  or any dependents of the  Participants (as defined in Section 152
      of the Code);  (iii)  payments  necessary  to prevent the  eviction of the
      Participant  from  his or her  primary  residence  or  foreclosure  on the
      mortgage  of  the  Participant's  primary  residence;  (iv)  loss  of  the
      Participant's  property due to casualty;  or (v) funeral expenses incurred
      by the Participant  related to the  Participant's  spouse or dependents of
      the Participant (as defined in Section 152 of the Code).

              1.2.35  Valuation Date means the business day  coincident  with or
      next preceding the Annual  Valuation Date and any other date designated by
      the Board in its discretion.

1.3   Gender.

              1.3.1   Gender  and  Number.  Except  as  otherwise  indicated  by
      context, masculine  terminology used herein also includes the feminine and
      neuter, and terms used in the singular may also include the plural.

1.4   Grandfather.  Amounts earned  and  vested  under  the  Plan on  or  before
December 31, 2004  shall be governed by  the terms of the plan  in effect on and
before  December 31, 2004.  The terms of the Plan  governing amounts earned  and
vested under the Plan on or  before  December 31, 2004  shall not be  materially
modified  after October 23, 2004  (as determined in accordance with Section 409A
of the  Code and any  regulations  promulgated  thereunder).  Amounts earned and
vested  under the Plan  on or before  December 31, 2004 shall be segregated from
amounts earned and vested on or after January 1, 2005 in  Participants' Pre-2005
Accounts.  The terms of this amended and restated document apply only to amounts
that are earned or become vested after December 31, 2004.

                                    SECTION 2

                                  PARTICIPATION

2.1   Who May Participate.

              2.1.1   Eligible   Participant.  Effective  January  1,  2007,  an
      Employee of the  Employer who has a salary  grade of twelve or  higher, or
      who is employed  in  field  or  franchise  operations  and  has a title of
      General Manager or higher is eligible to become a Participant in the Plan.
      On or before  December  31,  2006,  an Employee of the  Employer who has a
      salary grade of thirteen  or higher is  eligible  to become a  Participant
      in the  Plan.  Notwithstanding the  foregoing, no Employee of the Employer
      shall  be  eligible  to participant in the Plan if the Plan Administrator,


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      Board, ECC or Chief Executive Officer determines that such Employee is not
      a member of a select group of management or highly  compensated  employees
      (as that expression is used in ERISA),  or determines  that such Employee
      should be excluded from participation in the Plan for any other reason or
      no reason.

              2.1.2   Terms  and  Conditions  of  Participation.  Each  eligible
      Employee  shall be  eligible to begin  participation  as of the entry date
      determined by the Administrator.

              2.1.3   Termination  of  Participation. O nce  an  individual  has
      become a Participant in the Plan,  participation  shall continue until the
      date  of  the  Participant's  death  or,  if  earlier,  the  date when the
      Participant has received  payment  in full of  all  benefits  to which the
      Participant  or Beneficiary is entitled under the Plan. However,  the Plan
      Administrator, Board, ECC or Chief Executive  Officer  may direct that any
     Participant may not make future Compensation deferrals, effective as of the
     first day of the year next following such determination.


                                   SECTION 3

                               CREDITS TO ACCOUNTS

3.1   Deferrals from Salary.

              3.1.1   Amount of Deferrals.

                      (a)   Base Salary Deferrals. By the means specified by the
              Plan  Administrator,  a Participant may irrevocably elect to defer
              up to fifty  percent (or such other  percentage  determined by the
              Administrator  prior to the deferral  election  being made) of his
              Base Pay for a Plan Year in the percentage  increments  determined
              by  the  Administrator.  The  Administrator  shall  establish  the
              minimum deferral  percentage prior to the deferral  election being
              made.  To be  effective  for a Plan  Year  beginning  on or  after
              January 1, 2005, the form must be received by the Employer  during
              the Enrollment Period for the applicable Plan Year.

                      (b)   Bonus  Deferrals. By the means specified by the Plan
              Administrator,  a Participant may irrevocably elect to defer up to
              one hundred  percent (or such other  percentage  determined by the
              Administrator  prior to the deferral  election  being made) of the
              Bonus payable for the  performance  period that  corresponds  to a
              Plan Year. The Administrator  shall establish the minimum deferral
              percentage prior to the deferral  election being made. The maximum
              Bonus  deferral  shall be the amount that  results in a zero Bonus
              payment  after all  applicable  taxes and the  deferral  have been
              withheld from the Bonus. A  Participant's  deferral  elections for
              Base Pay and Bonus may be  different.  To be effective  for a Plan
              Year,  the  form  must be  received  by the  Employer  during  the
              Enrollment  Period for the applicable  Plan Year,  except that, in
              the case of deferral of a Performance  Based Bonus,  the form must
              be received no later than six (6) months  prior to the  expiration
              of the applicable  performance period (no later than June 30th for
              a performance  period ending on December 31st),  provided that the
              Participant  was  employed by his Employer  continuously  from the
              date the performance  criteria was established through the date of
              the   Participant's   election   and  that  the  payment  of  such
              Performance  Based Bonus is not  substantially  certain or readily
              ascertainable at the time the deferral election is made.


                                       6
<PAGE>


                      (c)   Deferrals of Excess Compensation. On forms furnished
              by and filed with the  Employer,  a  Participant  may  irrevocably
              elect to defer an amount equal to 100% of Excess Compensation.  To
              be  effective  for a Plan Year,  the form must be  received by the
              Employer  during the  Enrollment  Period for the  applicable  Plan
              Year.

              3.1.2   Suspension  of Deferrals Due to Hardship or  Unforeseeable
      Emergency  Distribution.   A  Participant's  deferrals  from  Compensation
      pursuant to this Section 3.1 will cease upon such Participant  receiving a
      hardship  distribution from Sponsor's 401(k) Plan or upon such Participant
      receiving an Unforeseeable  Emergency distribution from this Plan, and any
      later deferral election following the cessation may not be made before the
      Enrollment  Period that ends on or after the date that is at least  twelve
      months following the cessation of deferrals.

3.2   Employer  Matching Contribution  Credits. The Employer shall make matching
contributions with respect to a Participant's deferrals for any Plan Year at the
same rate as matching contributions under the Sponsor's 401(k) Plan, except that
for purposes of this Plan,  the Code ss.402(g) and 415 limits shall not be taken
into  account.   Participants   shall  not  be  entitled  to  receive   matching
contributions  with respect to a Participant's  deferrals for a Plan Year unless
the  Participant  is employed by the  Employer on the last day of the Plan Year;
however,  a Participant  shall be eligible to receive matching  contributions if
the  Participant  has died,  Terminated  Employment on or after attaining age 59
1/2,  becomes  Disabled  during the Plan Year, or the  Administrator  waives the
employment  requirement.  Any Employer Matching Contribution Credits pursuant to
this Section shall be subject to the vesting rules of Section 5.

3.3   Employer  Discretionary Contribution Credits.  The ECC may in its sole and
absolute discretion, choose to make additional contribution credits on behalf of
any  one  or  more   Participants  in  the  Plan.  Any  Employer   Discretionary
Contribution  Credits  pursuant to this Section  shall be subject to the vesting
rules of Section 5, unless otherwise specified by the Board.

3.4   Credits from Measuring  Investments. On forms furnished  by and filed with
the Administrator prior to the first day of each month, each Participant may, to
the   extent   permitted   by   the   Administrator,  designate  the  "Measuring
Investments," which  shall be used  to determine the value of such Participant's
Account.

The Accounts and such Measuring Investments are specified solely as a device for
computing the amount of benefits to be paid by the Employer under this Plan, and
the Employer is not required to purchase such investments.

Participants  may elect to transfer their account balances between the Measuring
Investments in such manner and at such times as determined by the  Administrator
in its sole  discretion.  Expenses that would be attributable to the acquisition
of Measuring  Investments shall be charged to the Account of the Participant for
which such  Measuring  Investment is treated as having been made.  The Measuring
Investments and rules for  implementation  of this Section  (including rules for
designating and changing Measuring  Investments) shall be determined and revised
by the Administrator in its sole and absolute discretion.



                                   SECTION 4

                             ADJUSTMENT OF ACCOUNTS

4.1   Establishment of Accounts. There shall be established for each Participant
an unfunded,  bookkeeping  Pre-2005 Account and Post-2004 Account which shall be
adjusted as of each Valuation Date.


                                       7
<PAGE>


4.2   Accounting Rules. A Participant's Pre-2005  Account will be credited  with
all amounts earned  and vested on or before  December 31, 2004,  and any credits
for Measuring  Investments with respect  thereto.  All amounts  deferred, earned
or vested on or after  January 1, 2005 and any credits for Measuring Investments
with respect thereto will be credited to a Participant's  Post-2004 Account. The
Administrator shall be entitled to adopt and revise additional  accounting rules
for the Accounts.

                                   SECTION 5

                               VESTING OF ACCOUNTS

5.1   Participant Deferrals. A Participant's  voluntary  deferrals made pursuant
to Section 3.1 shall be fully vested immediately.

5.2   Employer Contributions. Each  Participant's  interest in Employer Matching
Contribution  Credits under Section 3.2 shall be fully vested immediately.  Each
Participant's  interest in Employer  Discretionary  Contribution  Credits  under
Section 3.3 shall be fully vested,  unless otherwise specified by the ECC at the
time the Employer Discretionary Contribution Credit is made.

                                   SECTION 6

                              SPENDTHRIFT PROVISION

No Participant  or Beneficiary  shall have any interest in the Account which can
be  transferred  nor  shall any  Participant  or  Beneficiary  have any power to
anticipate,  alienate,  dispose  of,  pledge or  encumber  the same while in the
possession or control of the Employer, nor shall the Administrator recognize any
assignment thereof, either in whole or in part, nor shall the Account be subject
to attachment,  garnishment, execution following judgment or other legal process
before the Account is distributed to the Participant or Beneficiary.

Notwithstanding  the foregoing,  the  Administrator  will comply with a domestic
relations order to the extent the Fiduciary Committee determines that such order
would satisfy the requirements of a "qualified  domestic relations order" within
the meaning of section  414(p) of the Code and to the extent the order  provides
for an immediate lump sum payment to the "alternate payee" within the meaning of
section 414(p) of the Code.

The power to designate  Beneficiaries to receive the Account of a Participant in
the event of such Participant's death shall not permit or be construed to permit
such  power  or  right to be  exercised  by the  Participant  so as  thereby  to
anticipate,  pledge, mortgage or encumber such Participant's Account or any part
thereof and any attempt of a Participant  to so exercise said power in violation
of this  provision  shall be of no force and effect and shall be  disregarded by
the Administrator.

                                   SECTION 7

                                 DISTRIBUTIONS

7.1   Time of Distribution. A Participant's vested Post-2004 Account (reduced by
the amount of any  applicable  payroll,  withholding  and other  taxes) shall be
distributable  upon the  event/date and in the form set forth in this Section 7.
The amount of such  distribution  shall be determined  as of the Valuation  Date
immediately  preceding payment of the distribution and shall be paid (or, in the
case of  installments,  commenced)  on the 10th day of the month  following  the
month in which Termination of Employment occurs.  Notwithstanding the foregoing,
a Participant  may elect to have a distribution  paid on the date one year after


                                       8
<PAGE>


the 10th day of the month following the month in which Termination of Employment
occurs or the date two years after the 10th day of the month following the month
in which Termination of Employment occurs. Any Participant election must be made
on forms  furnished  by and received by the  Administrator  in  accordance  with
Section 7.4.2.  Notwithstanding  the foregoing,  distributions  to Key Employees
pursuant  to Section  7.4 shall be made or  commence on the later of the elected
payment  date or the 10th day of the month  that  next  follows  six (6)  months
following  the  Key  Employee's  Termination  of  Employment.   In  addition,  a
Participant  may choose to defer  distribution at least five (5) years after the
date  distribution  would otherwise be due to the Participant  provided that the
election to make a change is made on a form acceptable to the  Administrator and
is received by the  Administrator  at least  twelve (12) months  before the date
distribution would otherwise be due to the Participant.  A Participant's  vested
Pre-2005  Account shall be  distributable  in accordance  with terms of the Plan
effective  on or before  December  31,  2004 (prior to this  restatement  of the
Plan).

7.2   Benefit Upon Disability A Participant's vested  Post-2004 Account shall be
distributed  in the event of the  Participant's  separation  from service due to
Disability in the same form (i.e. lump sum or  installments)  as the Participant
would have  received  such  benefit  had the  Participant  otherwise  Terminated
Employment.

7.3   Benefit Upon Death.

              7.3.1   Retirement Death Benefit. The  Participant's  vested Post-
      2004 Account shall be paid to the Participant's  Beneficiary  in the event
      of  the  Participant's   death  in  the  same   form  (i.e.  lump  sum  or
      installments) as the  Participant would have received such benefit had the
      Participant survived. If a Beneficiary is receiving  installments and dies
      before all installments  have been paid,  the remaining  benefit  shall be
      paid to the Beneficiary's estate. In the event any unpaid benefit is to be
      paid to an estate, such benefit will be paid in a single lump sum.

              7.3.2   Designation   of   Beneficiary.   Each   Participant   may
      designate, on  forms  or by  such  other  means  furnished  by  and  filed
      with   the  Administrator,   one   or   more  primary   Beneficiaries   or
      alternative Beneficiaries  to  receive  all  or a  specified  part of such
      Participant's  Account  in  the event  of such  Participant's  death.  The
      Participant  may change or  revoke any such  designation from time to time
      without notice to or consent from any  Beneficiary. No  such  designation,
      change or revocation shall be effective unless executed by the Participant
      and received by the Fiduciary Committee during the Participant's lifetime.

              7.3.3   Failure  of Designation.  If a  Participant  (i)  fails to
      designate a  Beneficiary,  (ii)  designates a Beneficiary  and  thereafter
      revokes such  designation  without  naming another  Beneficiary,  or (iii)
      designates  one or  more  Beneficiaries  and  all  such  Beneficiaries  so
      designated  fail to  survive  the  Participant,  then  such  Participant's
      Account,  or the part thereof as to which such  Participant's  designation
      fails, as the case may be, shall be payable to the Participant's surviving
      spouse  (unless  legally   separated),   if  any,  and  otherwise  to  the
      representative of Participant's estate.

              7.3.4   Disclaimers by Beneficiaries. A Beneficiary  entitled to a
      distribution of all or a portion of a deceased  Participant's  Account may
      disclaim an interest therein subject to the following requirements.  To be
      eligible to disclaim,  a Beneficiary  must be a natural  person,  must not
      have received a  distribution  of all or any portion of the Account at the
      time such disclaimer is executed and delivered,  and must have attained at
      least age twenty-one (21) years as of the date of the Participant's death.
      Any disclaimer  must be in writing and must be executed  personally by the
      Beneficiary  before a notary  public.  A  disclaimer  shall state that the
      Beneficiary's  entire interest in the undistributed  Account is disclaimed


                                       9
<PAGE>


      or shall specify the portion thereof that is disclaimed.  To be effective,
      duplicate original executed copies of the disclaimer must be both executed
      and actually  delivered to the Fiduciary  Committee  after the date of the
      Participant's death but not later than one hundred eighty (180) days after
      the date of the  Participant's  death.  A disclaimer  shall be irrevocable
      when  delivered  to  the  Fiduciary  Committee.   A  disclaimer  shall  be
      considered to be delivered to the Fiduciary  Committee  only when actually
      received by the Fiduciary Committee.  The Fiduciary Committee shall be the
      sole judge of the  content,  interpretation  and  validity  of a purported
      disclaimer.  Upon the filing of a valid disclaimer,  the Beneficiary shall
      be  considered  not to have  survived the  Participant  as to the interest
      disclaimed.  A disclaimer by a Beneficiary shall not be considered to be a
      transfer of an interest in  violation of any other  provisions  under this
      Plan.  No other form of attempted  disclaimer  shall be  recognized by the
      Fiduciary Committee.

              7.3.5   Death Prior to Full  Distribution. If, at the death of the
      Participant,  any payment to the Participant was due or otherwise  pending
      but not actually paid, the amount of such payment shall be included in the
      Account which is payable to the Beneficiary  (and shall not be paid to the
      Participant's estate, except pursuant to Section 7.3.3).

              7.3.6   Application for Benefits.  Distribution  shall not be made
      to any  Beneficiary  until such  Beneficiary  shall  have  filed a written
      application  for benefits in a form  acceptable to the  Administrator  and
      such application shall have been approved by the Administrator.

7.4   Benefit Upon Other Termination of Employment.

              7.4.1   Form of  Distribution. The Participant's  vested Post-2004
      Account  shall be  distributed  in the  event the  Participant  Terminates
      Employment under  circumstances  not constituting  Disability or death and
      shall be  distributed  in accordance  with the  Participant's  election in
      either  (i)  a  single  lump  sum;  (ii)  a  series  of  five  (5)  annual
      installments;  or (iii) a series of ten (10) annual  installments.  In the
      absence of any such election,  distribution shall be made in a single lump
      sum.

              7.4.2   Manner  and Time of  Election. On forms  furnished  by and
      received by the Administrator,  each Participant shall elect, by the later
      of  December  31, 2006 or the time of first  electing  to defer  post-2005
      Compensation,  the time and form of distribution  pursuant to Sections 7.1
      and 7.4.1,  with respect to Participant's  vested Post-2004  Account.  The
      Administrator  may permit any Participant to change any such election with
      regard to Post-2004 Account balances, provided that the election to make a
      change is made on a form  acceptable to the  Administrator,  does not take
      effect until at least  twelve  months after the date on which the election
      was received by the  Administrator,  is received by the  Administrator  at
      least twelve (12) months before the date  distribution  would otherwise be
      due on account of the Participant  Terminating Employment and distribution
      is  deferred  at least five (5) years  after the date  distribution  would
      otherwise be due on account of the Participant Terminating Employment.

              7.4.3  Calculation  of  Installment  Amounts.  If five (5)  annual
      installments  are elected,  the amount of the first  installment  (if any)
      shall be twenty percent (20%) of the  Participant's  entire vested Account
      balance.  The second  installment  shall be  one-fourth  (1/4) of the then
      existing  vested  Account   balance,   and  so  on.  If  ten  (10)  annual
      installments are elected, the amount of the first installment shall be ten
      percent (10%) of the  Participant's  entire vested  Account  Balance.  The
      second  installment  shall be one-ninth  (1/9) of the then existing vested
      Account  balance,  and  so on.  Each  installment  shall  be  paid  on the
      anniversary date of the prior installment.


                                       10
<PAGE>


7.5   Benefit Upon Unforeseeable Emergency.

              7.5.1   Post 2004-Account. On forms  furnished  by  and filed with
      the Administrator,  a Participant may  request a  distribution  due to  an
      Unforeseeable   Emergency.   Upon  a  determination  of  an  Unforeseeable
      Emergency  in its sole and  absolute  discretion,  the  Administrator  may
      accelerate and cause all or part of the value of a Participant's Post-2004
      Account to be paid to the  Participant  as soon as reasonably  practicable
      following the determination of an Unforeseeable  Emergency. An accelerated
      distribution  pursuant  to this  Section  7.5.2 may not  exceed the amount
      necessary to relieve the Unforeseeable Emergency need.

7.6   Distributions in  Cash or In Kind. All  distributions from this Plan shall
be  made  in  cash  or  in  other   property  in  the  sole  discretion  of  the
Administrator.

7.7   Acceleration of Distribution.

              7.7.1   Payment of Employment  Taxes. The Participant  may receive
      an immediate lump sum distribution in the amount required to pay the taxes
      described  below,  in the event a Participant  is required to pay: (1) the
      Federal  Insurance  Contributions  Act (FICA) tax imposed  under  sections
      3101,  3121(a) and  3121(v)(2) of the Code on amounts  deferred under this
      Plan;  (2) income tax at the source on wages imposed under section 3401 of
      the Code or the corresponding  withholding provisions of applicable state,
      local or  foreign  tax laws as a result of the  payment of the FICA tax on
      amounts deferred under this Plan; or (3) the additional  income tax at the
      source on wages  imposed under the  pyramiding  provisions of section 3401
      wages and taxes on amounts deferred under this Plan.

              7.7.2   Payment upon Income  Inclusion  under  Section 409A of the
      Code.  In the event  this Plan fails to meet the  requirements  of section
      409A of the Code after  application of Section  12.1.2,  said  Participant
      will receive a single lump sum  distribution  as soon as  administratively
      practicable in the amount required to be included in income as a result of
      the failure to comply with the requirements of section 409A of the Code.

7.8   Facility of Payment. In case of the legal disability, including  minority,
of a Participant or Beneficiary entitled to receive any distribution  under this
Plan,  payment  shall be made by the  Employer,  if the  Administrator  shall be
advised of the existence of such condition:  (i) to the duly appointed guardian,
conservator or other legal representative of such Participant or Beneficiary, or
(ii) to a person or  institution  entrusted  with the care or maintenance of the
incompetent  or disabled  Participant  or  Beneficiary,  provided such person or
institution  has satisfied the  Administrator  that the payment will be used for
the best interest and assist in the care of such Participant or Beneficiary, and
provided  further,  that no prior claim for said payment has been made by a duly
appointed   guardian,   conservator  or  other  legal   representative  of  such
Participant or  Beneficiary.  Any payment made in accordance  with the foregoing
provisions  of  this  section  shall  constitute  a  complete  discharge  of any
liability or obligation of the Employer therefore.

7.9   Special IRS Transition  Rule. Notwithstanding the preceding  provisions of
this  Section  7 or any  other  provision  in this  Plan to the  contrary,  each
Participant shall be allowed to modify any prior election regarding the time and
form of  payment in  accordance  with IRS Notice  2005-1  and the  proposed  IRS
regulations under section 409A of the Code. Any such modifications shall be made
no later than December 31, 2006,  or such later date as may be authorized  under
applicable IRS guidance.


                                       11
<PAGE>


                                   SECTION 8
                                FUNDING OF PLAN


8.1   Unfunded Plan. The  obligation of the Employer to make payments under this
Plan  constitutes  an  unsecured  (but  legally  enforceable)  joint and several
promise of each Employer to make such payments.  No  Participant  shall have any
lien,  prior claim or other  security  interest in any property of the Employer.
The Employer  shall have no obligation to establish or maintain any fund,  trust
or account  (other than a  bookkeeping  account or  reserve)  for the purpose of
funding or paying the benefits  promised under this Plan. If such a fund,  trust
or  account is  established,  the  property  therein  shall  remain the sole and
exclusive  property of the Employer.  The Employer shall be obligated to pay the
cost of this  Plan  out of its  general  assets.  All  references  to  accounts,
contributions, accruals, Measuring Investments, gains, losses, income, expenses,
payments,  custodial  funds and the like are included  merely for the purpose of
measuring the Employer' obligation to Participants in this Plan and shall not be
construed to impose on the Employer the  obligation  to create any separate fund
for purposes of this Plan.

8.2   Corporate Obligation.  Neither any officer of any Employer nor any  member
of the Board in any way  secures or  guarantees  the  payment of any  benefit or
amount which  may  become  due and  payable  hereunder to  or  with  respect  to
any  Participant.  Each  Participant and  other person  entitled at any  time to
payments hereunder  shall look  solely to the  assets of  the Employer for  such
payments as an unsecured,  general creditor. After benefits shall have been paid
to or with respect to a Participant and such payment  purports to cover  in full
the benefit hereunder,  such former Participant or other  person or persons,  as
the case may be, shall have no further  right or interest in the other assets of
the Employer in  connection  with  this  Plan.  No  person  shall be  under  any
liability  or  responsibility  for  failure to effect any  of the  objectives or
purposes of this Plan by reason of the insolvency of the Employer.


                                   SECTION 9
                           AMENDMENT AND TERMINATION


9.1   Amendment  and  Termination.  The  Board  may  unilaterally amend the Plan
prospectively,  retroactively  or both,  at any time and for any  reason  deemed
sufficient  by it  without  notice to any person  affected  by this Plan and may
likewise  terminate this Plan both with regard to persons receiving benefits and
persons expecting to receive benefits in the future; provided, however, that:

                      (i)   the benefit, if any, payable to or with respect to a
              Participant  who  has  Terminated  Employment  on  or  before  the
              effective  date of such  amendment or the  effective  date of such
              termination  shall not be,  without  the  written  consent  of the
              Participant,   diminished   or  delayed  by  such   amendment   or
              termination  (but the Board may terminate the Plan  completely and
              provide for  immediate  payment of all Accounts  under the Plan in
              single lump sum payments as provided in Section 9.2 below),

                      (ii)  the  benefit,  if any, payable to or with respect to
              each  other   Participant   determined  as  if  such   Participant
              Terminated  Employment on the effective  date of such amendment or
              the effective date of such  termination  shall not be, without the
              written consent of the Participant,  diminished or delayed by such
              amendment or  termination  (but the Board may  terminate  the Plan
              completely and provide for immediate payment of all Accounts under
              the Plan in single  lump sum  payments  as provided in Section 9.2
              below), and

                      (iii) no  amendment  or  termination  is in  violation  of
              section 409A of the Code.


                                       12
<PAGE>


9.2   Events  Allowing Immediate Payment  upon Plan  Termination.  The Board may
terminate the Plan completely and Participants will receive immediate payment of
all Accounts  under the Plan in a single lump sum in accordance  with one of the
following:  (1) within twelve (12) months of a corporate dissolution taxed under
section 331 of the Code or with the approval of a bankruptcy court in accordance
with 11 U.S.C.  ss.503(b)(1)(A)  provided  that the  payment  is made as soon as
administratively  practicable  following  the  termination  of the Plan;  or (2)
within the thirty (30) days  preceding  or the twelve  (12)  months  following a
Change in Control provided that all  substantially  similar  arrangements of the
Sponsor are  terminated  and  payment is made  within  twelve (12) months of the
termination of the Plan; or (3) the Plan and all similar arrangements that would
be   aggregated   with  the  Plan  in  accordance   with   Treasury   Regulation
ss.1.409A-1(c)(2)  are terminated,  a new  arrangement  that would be aggregated
with the Plan in accordance with Treasury  Regulation  ss.1.409A-1(c)(2)  is not
adopted five (5) years or sooner following the termination of the Plan,  payment
is made within  twenty four (24)  months of the  termination  of the Plan and no
payment (other than a payment that would have been made if the  termination  had
not occurred) is made within twelve (12) months of the termination of the Plan.

9.3   No  Oral  Amendments.   No  modification  of  the  terms  of  the  Plan or
termination of this Plan shall be effective  unless it is in  writing and signed
on behalf of the Board by a person authorized to  execute such  writing. No oral
representation  concerning  the  interpretation or  effect of the Plan  shall be
effective to amend the Plan.



                                   SECTION 10
                     DETERMINATIONS - RULES AND REGULATIONS


10.1  Determinations.  The Fiduciary Committee shall make such determinations as
may be  required  from  time to time in the  administration  of this  Plan.  The
Fiduciary Committee shall have the discretionary authority and responsibility to
interpret and construe the Plan and to determine all factual and legal questions
under this Plan,  including but not limited to the  entitlement of  Participants
and  Beneficiaries,   and  the  amounts  of  their  respective  interests.  Each
interested  party  may  act and  rely  upon  all  information  reported  to them
hereunder  and need not inquire into the accuracy  thereof,  nor be charged with
any notice to the contrary.

10.2  Rules and  Regulations. Any rule not in conflict  or at variance  with the
provisions hereof may be adopted by the Fiduciary Committee.

10.3  Method of  Executing  Instruments.  Information  to be supplied or written
notices to be made or consents to be given by the Fiduciary  Committee  pursuant
to any  provision  of the  Plan  may be  signed  in the  name  of the  Fiduciary
Committee by any member who has been authorized to make such certification or to
give such notices or consents.

10.4  Claims Procedure.  The  claims  procedure  set  forth in this Section 10.4
shall  be  the  exclusive  administrative   procedure  for  the  disposition  of
claims for benefits arising under this Plan.

              10.4.1  Original  Claim.  Any person may, if he or she so desires,
      file with the Fiduciary  Committee a written claim for benefits under this
      Plan. The Fiduciary  Committee  shall designate one or more of its members
      or any other person to consider the claims (the "Claim Official").  Within
      ninety (90) days after the filing of such a claim (or forty-five (45) days
      in the case of a disability  claim),  the Claim  Official shall notify the
      claimant  in writing  whether the claim is upheld or denied in whole or in
      part or shall furnish the claimant a written  notice  describing  specific
      special circumstances requiring a specified amount of additional time (but
      not more than one  hundred  eighty  (180) days from the date the claim was


                                       13
<PAGE>


      filed or  seventy  five  (75) days in the case of a  disability  claim) to
      reach a decision on the claim. If the claim is denied in whole or in part,
      the Claim Official shall state in writing:

                      (i)   the specific reasons for the denial;

                      (ii)  the specific  references to the pertinent provisions
              of the Plan on which the denial is based;

                      (iii) a  description  of   any   additional   material  or
              information necessary for the claimant to perfect the claim and an
              explanation of why such material or information is necessary; and

                      (iv)  an  explanation of the claims  review  procedure set
              forth in this section.

              10.4.2  Review of  Denied  Claim.  Within  sixty  (60) days  after
      receipt of notice  that the claim has been  denied in whole or in part (or
      within one hundred  eighty (180) days in the case of a disability  claim),
      the claimant may file with the members of the Fiduciary  Committee who did
      not serve as a Claim  Official (the "Appeal  Official") a written  request
      for a review and may, in conjunction therewith,  submit written issues and
      comments.  If the claimant or his duly authorized  representative fails to
      file such appeal  within such sixty (60) or one hundred  eighty  (180) day
      timeframe, the claimant shall be deemed to have waived any right to appeal
      the denial of the claim. Within sixty (60) days after the filing of such a
      request  for  review  (or  within  forty-five  (45)  days in the case of a
      disability  claim),  the Appeal  Official  shall  notify the  claimant  in
      writing whether,  upon review,  the claim was upheld or denied in whole or
      in part or shall furnish the claimant a written notice describing specific
      special circumstances requiring a specified amount of additional time (but
      not more than one hundred  twenty (120) days from the date the request for
      review was filed or ninety (90) days in the case of a disability claim) to
      reach a decision on the request for review.

              10.4.3  General Rules.  No inquiry or question  shall be deemed to
      be a claim  or a  request for a  review of a denied claim  unless  made in
      accordance with the claims procedure.  The Fiduciary Committee may require
      that any claim for benefits and any request for a review of a denied claim
      be filed on forms to be furnished by the Fiduciary Committee upon request.
      All decisions on original  claims shall be made by the Claim  Official and
      all  decisions on requests for a review of denied  claims shall be made by
      the  Appeal  Official.  The  Claim  and  Appeal  Officials  may,  in their
      discretion, hold one or more hearings on a claim or a request for a review
      of a denied  claim.  A claimant  may be  represented  by a lawyer or other
      representative  (at the claimant's own expense),  but the Claim and Appeal
      Officials  reserve  the right to require the  claimant to furnish  written
      authorization.   A  claimant's  representative  shall  be  entitled,  upon
      request,  to copies of all notices given to the claimant.  The decision of
      the Claim  Official on a claim and a decision of the Appeal  Official on a
      request for a review of a denied  claim shall be served on the claimant in
      writing.  If a decision or notice is not received by a claimant within the
      time specified,  the claim or request for a review of a denied claim shall
      be deemed to have been denied.  Prior to filing a claim or a request for a
      review of a denied claim, the claimant or his or her representative  shall
      have a reasonable  opportunity  to review a copy of the Plan and all other
      pertinent documents in the possession of the Claim and Appeal Officials.

10.5  Limitations and Exhaustion.

              10.5.1  Limitations.  No claim  shall be  considered  under  these
      administrative  procedures unless it is filed with the Fiduciary Committee
      within one (1) year after the  claimant  knew (or  reasonably  should have


                                       14
<PAGE>


      known) of the principal facts on which the claim is based.  Every untimely
      claim shall be denied by the  Fiduciary  Committee  without  regard to the
      merits of the claim. No legal action (whether arising under section 502 or
      section 510 of ERISA or under any other statute or non-statutory  law) may
      be brought by any  claimant on any matter  pertaining  to this Plan unless
      the legal  action is  commenced in the proper forum before the earlier of:
      (i) two (2) years  after the  claimant  knew (or  reasonably  should  have
      known) of the principal  facts on which the claim is based, or (ii) ninety
      (90)  days  after  the  claimant  has   exhausted   these   administrative
      procedures.  Knowledge of all facts that a Participant knew (or reasonably
      should have known)  shall be imputed to each  claimant who is or claims to
      be a Beneficiary  of the  Participant  (or  otherwise  claims to derive an
      entitlement by reference to a Participant) for the purpose of applying the
      one (1) year and two (2) year periods.

              10.5.2  Exhaustion   Required.     The    exhaustion   of    these
      administrative  procedures  is mandatory  for  resolving  every  claim and
      dispute  arising under this Plan. As to such  claims and disputes:  (i) no
      claimant shall be permitted to commence any legal action  relating  to any
      such claim or dispute (whether arising under section 502 or section 510 of
      ERISA or under any other  statute or  non-statutory  law) unless  a timely
      claim has  been filed  under  these  administrative  procedures and  these
      administrative procedures  have been exhausted; and (ii) in any such legal
      action all explicit and  implicit  determinations  by the Claim and Appeal
      Officials (including, but not limited to, determinations as to whether the
      claim was timely filed) shall be afforded the maximum deference  permitted
      by law.


                                   SECTION 11

                              PLAN ADMINISTRATION

11.1  Officers.  Except as hereinafter provided, functions generally assigned to
the Sponsor  shall be discharged by  its officers or delegated  and allocated as
provided herein.

11.2  ECC. The ECC shall:

                      (i)   amend the Plan or terminate the Plan;

                      (ii)  determine eligibility pursuant to Section 2.1;-

                      (iii) determine  contribution  credits pursuant to Section
              3.3; and

                      (iv)  determine  whether  distributions will be in cash or
              other property pursuant to Section 7.6.

      If there  shall at any time be three (3) or more  members  of the Board
serving hereunder  who are  qualified  to  perform  a particular  act,  the same
may be performed,  on behalf of all, by a majority of  those qualified,  with or
without the concurrence of the minority.  No person who failed to join or concur
in such act shall be held liable for the consequences thereof, except to the
extent that liability is imposed under ERISA.

11.3  Administrator  The Administrator shall:

                      (i)   keep a record of all its  proceedings and  acts  and
              keep  all  books of  account,  records  and other  data  as may be
              necessary for the  proper  administration of the Plan;  notify the


                                       15
<PAGE>


              Employer of any  action  taken  by the Board  and, when  required,
              notify any other interested person or persons;

                      (ii)  determine  from  the  records  of the  Employer  the
              compensation,  status and other facts regarding  Participants  and
              other Employees;

                      (iii) prescribe  forms  to  be  used  for   distributions,
              notifications,  etc., as may be required in the  administration of
              the Plan;

                      (iv)  set up such  rules, applicable  to all  Participants
              similarly situated, as are deemed necessary to carry out the terms
              of this Plan;

                      (v)   perform  all other  acts  reasonably  necessary  for
              administering  the Plan and  carrying out the  provisions  of this
              Plan and performing the duties imposed on it by the Board;

                      (vi)  resolve all questions of administration  of the Plan
              not specifically referred to in this section; and

                      (vii) delegate  or  re-delegate  to  one or more  persons,
              jointly or severally,  and whether or not such persons are members
              of the Board or Employees of any Employer, such functions assigned
              to the Board hereunder as it may from time to time deem advisable.

11.4  Delegation.  No  Administrator  shall be liable for an act or  omission of
another  person with regard to a  responsibility  that has been  allocated to or
delegated to such other person  pursuant to the terms of the Plan or pursuant to
procedures set forth in the Plan, except to the extent that liability is imposed
under ERISA.

11.5  Conflict  of  Interest.  If any  individual  to whom  authority  has  been
delegated or  re-delegated  hereunder  shall also be a Participant in this Plan,
such  Participant  shall have no authority with respect to any matter  specially
affecting such  Participant's  individual  rights hereunder or the interest of a
person superior to him or her in the  organization  (as  distinguished  from the
rights of all  Participants  and  Beneficiaries or a broad class of Participants
and  Beneficiaries),  all such  authority  being  reserved  exclusively to other
individuals as the case may be, to the exclusion of such  Participant,  and such
Participant  shall  act  only  in  such  Participant's  individual  capacity  in
connection with any such matter.

11.6  Administrator.  The BOB shall be the administrator for purposes of section
3(16)(A) of ERISA.

11.7  Service of Process.  In the absence of any designation  to the contrary by
the Board,  the BOB is designated as the appropriate and exclusive agent for the
receipt  of process  directed  to this Plan in any legal  proceeding,  including
arbitration, involving this Plan.

11.8  Expenses.  All expenses of  administering  this Plan shall be borne by the
Employer.

11.9  Tax Withholding.  The Employer  shall  withhold the amount of any federal,
state or local  income tax or other tax  required to be withheld by the Employer
under applicable law with respect to any amount payable under this Plan.

11.10 Certifications.  Information to be supplied or written  notices to be made
or consents to be given by the Board  pursuant to any provision of this Plan may
be signed in the name of the Board by any  officer of an  Employer  who has been
authorized to make such certification or to give such notices or consents.


                                       16
<PAGE>


11.11 Errors in  Computations.  The Employer  shall not be liable or responsible
for any error in the  computation  of the  Account or the  determination  of any
benefit  payable  to or with  respect  to any  Participant  resulting  from  any
misstatement  of fact made by the Participant or by or on behalf of any survivor
to whom such benefit shall be payable,  directly or indirectly,  to the Employer
and used by the  Board in  determining  the  benefit.  The  Board  shall  not be
obligated or required to increase the benefit payable to or with respect to such
Participant which, on discovery of the misstatement,  is found to be understated
as a result of such misstatement of the Participant. However, the benefit of any
Participant  which is overstated by reason of any such misstatement or any other
reason shall be reduced to the amount  appropriate  in view of the truth and any
prior overpayment may be recovered by the Sponsor.


                                   SECTION 12

                                  CONSTRUCTION

12.1  Applicable Laws.

              12.1.1  ERISA Status. This Plan is adopted with the  understanding
      that it is an  unfunded  plan  maintained  primarily  for the  purpose  of
      providing deferred compensation for a select group of management or highly
      compensated  employees as provided in section  201(2),  section 301(3) and
      section  401(a)(1)  of ERISA.  Each  provision  shall be  interpreted  and
      administered accordingly.

              12.1.2  IRC  Status.  This Plan is  intended  to be a nonqualified
      deferred compensation arrangement. The rules of section 401(a) et. seq. of
      the Code shall not apply to this Plan.  The rules of section  3121(v)  and
      section  3306(r)(2)  of the Code shall  apply to this Plan.  To the extent
      provisions  of this Plan do not comply with section 409A of the Code,  the
      non-compliant  provisions  shall be interpreted  and applied in the manner
      that complies with section 409A of the Code and  implements  the intent of
      this Plan as closely as possible.

              12.1.3  References to Laws. Any reference in the Plan to a statute
      or regulation shall be considered also to mean and refer to any subsequent
      amendment or replacement of that statute or regulation.

12.2  Effect on Other Plans.  This Plan shall not alter, enlarge or diminish any
person's  employment  rights or obligations  or rights or obligations  under any
other employee pension benefit or employee welfare benefit plan.

12.3  Disqualification.  Notwithstanding  any other provision of the Plan or any
election or  designation  made under this Plan,  any potential  Beneficiary  who
feloniously  and  intentionally  kills a  Participant  shall be  deemed  for all
purposes of this Plan and all elections and designations made under this Plan to
have died before such  Participant.  A final judgment of conviction of felonious
and  intentional  killing is conclusive  for this  purpose.  In the absence of a
conviction  of felonious  and  intentional  killing,  the Board shall  determine
whether the killing was felonious and intentional for this purpose.

12.4  Rules of Document Construction.

              12.4.1  An individual shall be considered to have attained a given
      age on  such  individual's  birthday  for  that  age  (and  not on the day
      before).  Individuals  born  on  February  29  in a  leap  year  shall  be
      considered to have their birthdays on February 28 in each year that is not
      a leap year.


                                       17
<PAGE>


              12.4.2  Whenever  appropriate, words used  herein  in the singular
      may be read in the plural, or words used herein in the  plural may be read
      in the  singular; the masculine  may  include the feminine;  and the words
      "hereof,"  "herein" or "hereunder" or other similar  compounds of the word
      "here"  shall mean and refer to the entire Plan and not to any  particular
      paragraph or Section of the Plan unless the context  clearly  indicates to
      the contrary.

              12.4.3  The titles given to the  various  Sections of the Plan are
      inserted for  convenience  of reference only and are not part of the Plan,
      and they shall not be considered in  determining  the purpose,  meaning or
      intent of any provision hereof.

              12.4.4  Notwithstanding   anything  apparently  to  the   contrary
      contained in the Plan,  the Plan shall be construed  and  administered  to
      prevent the duplication of benefits provided under this Plan and any other
      qualified  or  nonqualified  plan  maintained  in  whole or in part by the
      Employer.

12.5  Choice of Law. Except to the extent that federal law is  controlling, this
instrument  shall be construed and enforced in  accordance  with the laws of the
State of Kansas.

12.6  No  Employment  Contract.  This Plan is not and  shall  not be  deemed  to
constitute a contract of  employment  between the  Employer and any person,  nor
shall  anything  herein  contained  be deemed to give any person any right to be
retained in the Employer's employ or in any way limit or restrict the Employer's
right or power to  discharge  any  person  at any time and to treat  any  person
without regard to the effect which such treatment  might have upon him or her as
a Participant in this Plan. Neither the terms of the Plan nor the benefits under
this Plan or the  continuance  of the Plan shall be a term of the  employment of
any Employee. The Employer shall not be obliged to continue this Plan.


                                       18
<PAGE>


                                 SIGNATURE PAGE

      IN WITNESS WHEREOF, this amended and restated Plan is adopted effective as
of January 1, 2005.



                                            APPLEBEE'S INTERNATIONAL, INC.


                                            By:_________________________________


                                            Title:______________________________











                                       19


<PAGE>

                               RESOLUTIONS OF THE
                         APPLEBEE'S INTERNATIONAL, INC.
                        EXECUTIVE COMPENSATION COMMITTEE
                                 August __, 2006

         WHEREAS,  the Executive  Compensation  Committee (the  "Committee")  of
Applebee's International,  Inc. (the "Company") desires to amend and restate the
Applebee's  International,  Inc. Nonqualified Deferred Compensation Plan ("DCP")
in a manner designed to comply with the requirements of IRC Section 409A and the
proposed regulations issued thereunder; and

         WHEREAS,  the  Committee  will  at  a  future  date  make  any  further
amendments  to the DCP that are  necessary to comply with the final  regulations
under IRC Section 409A after they are issued;

         RESOLVED,   that  the  form  of  the  DCP  attached  hereto  is  hereby
         authorized, approved and adopted effective as of January 1, 2005.