EXHIBIT 10.2

                         APPLEBEE'S INTERNATIONAL, INC.
                              EXECUTIVE HEALTH PLAN
                            (Effective March 1, 2004)


                                     PURPOSE

The purpose of this Plan is to provide  specified  welfare  benefits to a select
group  of   management   and  highly   compensated   employees   of   Applebee's
International,  Inc., a Delaware corporation, and its subsidiaries, if any, that
sponsor this Plan.  The benefits  under this Plan are intended to be exempt from
tax under Internal Revenue Code section 106.

                             ARTICLE I - DEFINITIONS

Except as specifically  provided herein, all capitalized terms used in this Plan
shall have the meaning assigned to them below.

1.01     "Board" shall mean the board of directors of the Company.

1.02     [Reserved]

1.03     "Claimant" shall have the meaning set forth in Section 8.01.

1.04     "COBRA" shall mean  continuation of group health  coverage  pursuant to
         the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

1.05     "Code" shall mean the Internal Revenue Code of 1986, as amended.

1.06     "Committee" shall mean the Committee described in Article VI.

1.07     "Company"  shall  mean  Applebee's  International,   Inc.,  a  Delaware
         corporation.

1.08     "Employer"  shall mean the Company and any  subsidiaries of the Company
         that have been selected by the Board to participate in the Plan.

1.09     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as amended.

1.10     "Participant"  shall mean any  employee of the Employer who is selected
         to participate in the Plan by the  Committee,  and any such  individual
         who has terminated  employment and who had been selected to participate
         in the Plan by the  Committee  and who has not yet received  payment of
         his benefit accrued under this Plan.

1.11     "Plan" shall mean this  Executive  Health Plan, as amended from time to
         time.

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                            ARTICLE II - ELIGIBILITY

2.01     Selection by Committee.  Participation  in the Plan shall be limited to
         executives  of Employer who are part of a select group of management or
         highly compensated  employees.  From that group, the Committee,  in its
         sole discretion,  shall designate the individuals eligible to receive a
         benefit  under  this  Plan.  The  initial  Participants  shall be those
         executives  who are officers,  as determined by the Committee from time
         to time.  Status as a  Participant  shall  cease  upon  termination  of
         employment.  Once an  individual's  status as a Participant has ceased,
         such  individual  shall not  become a  Participant  upon  re-employment
         unless designated as a Participant in writing by the Committee.

2.02     Retiree  Benefits  Contingent  upon  Retirement.  A Participant who has
         become  eligible to receive  benefits  under the  Employer's  Executive
         Retirement  Plan shall  receive  retiree  benefits as described in such
         Plan.

                     ARTICLE III - ACTIVE EMPLOYEE COVERAGE

3.01     Terms of Coverage.  The  Employer  shall  determine  the benefits to be
         provided under this Plan from time to time. The benefits provided under
         this Plan may vary from Participant to Participant.  The benefits to be
         provided shall be as described in the attached  Exhibit A, which may be
         amended at any time.  The  Employer  may, in its sole  discretion,  (i)
         provide  benefits  under this Plan through a group  insurance  contract
         ("Group  Insurance"),  or (ii) provide benefits under this Plan through
         the Applebee's International,  Inc. Group Major Medical and Dental Plan
         (the "Self-Insured  Plan") or such other plan as shall be designated by
         the Committee from time to time.

3.02     Termination of Coverage.  Except to the extent  coverage is to continue
         under this plan pursuant to the  Executive  Retirement  Plan,  coverage
         under  this  Plan  will   terminate   upon  the  earliest  of  (a)  the
         Participant's  death, (b) the Participant's  termination of employment,
         or (c) the  determination  by the Committee that the  Participant is no
         longer  eligible  for  coverage  under  this  Plan  but  shall  instead
         participate in the Applebee's  International,  Inc. Group Major Medical
         and Dental Plan. The Employer  shall comply with any  obligation  under
         COBRA.

3.03     Payment  for  Coverage.  The  Employer  shall  determine  the  cost  of
         coverage,  and the Employer's  contribution toward the cost of coverage
         (which  contribution  may be $0), in its sole  discretion.  The cost of
         coverage, and the Employer's  contribution toward the cost of coverage,
         may vary from Participant to Participant,  and may be changed from time
         to time in the Employer's sole  discretion.  The  Participant  shall be
         responsible  for any cost of  coverage  not paid by the  Employer.  The
         Employer may, in its discretion,  either pay its portion directly to an
         insurance   provider  or  pay  such  amount  to  the   Participant   as
         reimbursement  for the  Participant's  payment  of  premiums  for  such
         coverage.

3.04     Spouse,  Domestic  Partner  and  Dependent  Coverage.  A  Participant's
         spouse,  domestic  partner and dependent  children shall be eligible as
         provided by the Group  Insurance  or  Self-Insured  Plan,  whichever is
         applicable.  The  terms of such  coverage  shall be as set forth in the
         Group Insurance contract or Self-Insured Plan, whichever is applicable.

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                     ARTICLE IV - TERMINATION AND AMENDMENT

4.01     Termination.  The Company  reserves the right to terminate  the Plan by
         action of its Board.

4.02     Amendment.  The Company  may, at any time,  amend or modify the Plan in
         whole or in part by action of its  Board;  provided,  however,  that no
         amendment or  modification  shall be effective to decrease or otherwise
         restrict a Participant's  benefit accrued through the date of amendment
         or modification.

4.03     Retiree  Benefits.   Notwithstanding   the  foregoing,   the  Company's
         obligation   to  provide  the  benefits   described  in  the  Executive
         Retirement Plan shall not be affected by such termination or amendment.

                   ARTICLE V - OTHER BENEFITS AND AGREEMENTS

5.01     Coordination  with  Other  Benefits.   Except  as  otherwise  expressly
         provided under any other plan or program for employees of the Employer,
         the benefits  provided under this Plan to a Participant are in addition
         to the benefits available to such Participant under any other such plan
         or program.  The Plan shall supplement and shall not supersede,  modify
         or amend  any other  such plan or  program  except as my  otherwise  be
         expressly provided.

                     ARTICLE VI - ADMINISTRATION OF THE PLAN

6.01     Committee Duties.  This Plan shall be administered by a Committee which
         shall consist of the Company's Benefits Planning  Oversight  Committee,
         or such committee as the Board shall appoint.  The Committee shall also
         have the  discretion  and authority to (i) make,  amend,  interpret and
         enforce all appropriate rules and regulations for the administration of
         this Plan and (ii)  decide or resolve any and all  questions  including
         interpretations of this Plan, as may arise in connection with the Plan.

6.02     Agents.  In the  administration  of this Plan, the Committee may employ
         agents and delegate to them such  administrative  duties as it sees fit
         (including acting through a duly appointed representative) and may from
         time to time consult with counsel who may be counsel to any Employer.

6.03     Binding  Effect of  Decisions.  The decision or action of the Committee
         with respect to any question  arising out of or in connection  with the
         administration,  interpretation  and  application  of the  Plan and the
         rules  and  regulations   promulgated  hereunder  shall  be  final  and
         conclusive  and  binding  upon all persons  having any  interest in the
         Plan.

6.04     Indemnity of Committee. The Employers shall indemnify and hold harmless
         the  members  of the  Committee  against  any and all  claims,  losses,
         damages,  expenses or liabilities arising from any action or failure to
         act with respect to this Plan, except in the case of willful misconduct
         by the Committee or any of its members.

6.05     Employer Information. To enable the Committee to perform its functions,
         each Employer shall supply full and timely information to the Committee
         on all matters  relating to the compensation of its  Participants,  the
         date  and  circumstances  of  the  retirement,   disability,  death  or
         termination of employment of its Participants, and such other pertinent
         information as the Committee may reasonably require.

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                        ARTICLE VII - CLAIMS PROCEDURES

7.01     Denial  of  Claim.   Any  Participant  or  beneficiary  of  a  deceased
         Participant (such Participant or beneficiary being referred to below as
         a "Claimant") may appeal a claim to the Committee.  If an initial claim
         is denied in whole or in part by the  Committee,  then the Claimant may
         appeal  that  decision  directly  to  the  Committee.   A  request  for
         reconsideration should be made as soon as practicable following receipt
         of the denial and in no event  later than 60 days after  receiving  the
         denial The Claimant will be asked to explain, in writing, why he or she
         believes  the claim  should  have  been  processed  differently  and to
         provide any additional material or information necessary to support the
         claim. Following review, the Committee will issue a decision on review.
         If the claim is denied on review,  the Committee will furnish a written
         statement which contains the following information:

         o    The specific reason for the denial;
         o    Specific  reference to the Plan  provisions on which the denial is
              based;
         o    A description of any additional  information or material necessary
              to correct  the claim,  and an  explanation  of why such  material
              information is necessary;
         o    Appropriate  information  as to  the  steps  to be  taken  if  the
              Claimant  wishes to appeal  the  claim to the  Company  (including
              expedited review procedures for urgent care claims);
         o    If  an  internal  rule,  guideline,   protocol  or  other  similar
              criterion   was  relied  upon  in  making  the   adverse   benefit
              determination,  either a specific  rule,  guideline,  protocol  or
              other  similar  criterion;  or  a  statement  that  such  a  rule,
              guideline, protocol, or other similar criterion was relied upon in
              making  the  adverse  determination  and that a copy of such rule,
              guideline,  protocol or other  criterion  will be provided free to
              charge to the Claimant upon written request; and
         o    If  the  adverse  benefit  determination  is  based  on a  medical
              necessity or experimental treatment or similar exclusion or limit,
              either an explanation  of the scientific or clinical  judgment for
              the  determination,   applying  the  terms  of  the  Plan  to  the
              Claimant's  medical   circumstance,   or  a  statement  that  such
              explanation will be provided free to charge upon written request.

         The initial  review of denied  claims will be processed  in  accordance
         with the following time frames:

         o    72 hours in the case of urgent care services;
         o    24 hours in the case of concurrent  care claims (e.g.,  request to
              extend a previously approved course of treatment);
         o    15 days in the case of a pre-service  claim (e.g., any claim which
              conditions    benefits   on   advanced    approval   such   as   a
              pre-certification of a hospital admission); or
         o    30 days in the case of a post-service claim.

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         If  additional  information  is needed to  process a claim,  a Claimant
         normally will be given at least 45 days to provide that information. If
         the requested  information is not provided within such time frame, then
         the claim will be processed or denied on the basis of information  then
         available.  The terms "urgent care services,"  "concurrent care claim,"
         "pre-service  claim,"  and  "post-service  claim"  shall  each have the
         meaning   prescribed   such  terms  under  the   Department   of  Labor
         Regulations.

7.02     Appeal of Denied Claims.  If, after  exhausting the review process with
         the Committee, a Claimant is still not satisfied with the result, he or
         she (or the  Claimant's  designee) may appeal the claim directly to the
         Company. Appeals will not be considered by the Company unless and until
         the  Claimant  has  first  exhausted  the  claims  procedures  with the
         Committee.  The appeal must be initiated in writing  within 180 days of
         the  Committee's  final  decision  on  review.  As part  of the  appeal
         process,  a  Claimant  has the  right  to  submit  additional  proof of
         entitlement to benefits and to examine any pertinent documents relating
         to the claim.

         In the normal case, the Company will make a determination  on the basis
         of the supporting  file  documents and written  statement as submitted.
         However,  the Company may require or permit  submission  of  additional
         written information.

         After  considering all the evidence before it, the Company will issue a
         final  decision  on appeal.  The  decision  will be in writing and will
         include the following:

         o    The specific reason or reasons for the denial;
         o    Specific  references to those Plan  provisions on which the denial
              is based.
         o    A statement that the Claimant is entitled to receive, upon written
              request and without charge,  reasonable access to (1) any document
              relied  upon  in  making  the  determination,   (2)  any  document
              submitted,  considered  or  generated  in the course of making the
              benefit   determination,   (3)  any  document  that   demonstrates
              compliance  with  the  administrative   processes  and  safeguards
              required  in making the  determination,  or (4) any  statement  of
              policy or guidance with respect to the Plan  concerning the denied
              treatment without regard to whether the statement was relied upon;
         o    If the  adverse  determination  is based on medical  necessity  or
              experimental  treatment or a similar exclusion or limit, either an
              explanation of the scientific or clinical  judgment,  applying the
              terms  of the  Plan  to the  Claimant's  medical  condition,  or a
              statement  that this will be provided  without charge upon written
              request;
         o    A  statement  describing  the  Claimant's  right  to bring a civil
              action  under  Section  502(a)  of  ERISA;  and
         o    Notice  that the Claimant may conduct the local U.S. Department of
              Labor office for additional assistance.

         The Company's  decision on appeal will be conclusive and binding on the
         Claimant  and all other  parties.  Claims  appeals will be processed in
         accordance with the following timeframes:

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         o    72 hours in the case of urgent care services;
         o    30 days in the case of pre-service claims;
         o    60 days in the case of post-service claim; or
         o    72 hours in the case of  concurrent  care claim  involving  urgent
              care;  30 days in the case of a  concurrent  care claim  involving
              pre-service  claims;  or 60 days in the case of a concurrent  care
              claim involving  pre-service  claims;  or 60 days in the case of a
              concurrent care claim involving any other benefit.

7.03     Legal Action.  A Claimant's  may bring a legal action with respect to a
         claim only if (a) all procedures  described  above in this Article VIII
         have been exhausted, and (b) the action is commenced within ninety (90)
         days after a decision  on review is  furnished  or is deemed  denied as
         applicable.

                          ARTICLE VIII - MISCELLANEOUS

8.01     Unsecured  General  Creditor.   Participants  and  their  beneficiaries
         successors  and  assigns  shall  have no  legal  or  equitable  rights,
         interests or claims in any property or assets of the Employer.  Any and
         all of the  Employer's  assets  shall  be,  and  remain,  the  general,
         unpledged,   unrestricted  assets  of  the  Employer.   The  Employer's
         obligation  under the Plan  shall be  merely  that of an  unfunded  and
         unsecured promise to pay money in the future.

8.02     Withholding and Payroll Taxes. The Employer,  to the extent required by
         applicable law, shall withhold from any and all benefits  payable under
         this Plan,  all federal,  state and local income,  employment and other
         taxes  required to be withheld by the Employer in  connection  with the
         benefits hereunder,  in amounts to be determined in the sole discretion
         of the Employer.

8.03     Employer's  Liability.  The  Employer's  liability  for the  payment of
         benefits  shall be defined only by the Plan. The Employer shall have no
         obligation to a Participant under the Plan except as expressly provided
         in the Plan.

8.04     Nonassignability. Neither a Participant nor any other person shall have
         any right to  commute,  sell,  assign,  transfer,  pledge,  anticipate,
         mortgage or  otherwise  encumber,  transfer,  hypothecate  or convey in
         advance of actual receipt,  the amounts, if any, payable hereunder,  or
         any part  thereof,  which are,  and all rights to which are,  expressly
         declared  to be,  unassignable  and  non-transferable.  No  part of the
         amounts payable shall,  prior to actual payment,  be subject to seizure
         or sequestration  for the payment of any debts,  judgments,  alimony or
         separate  maintenance owed by a Participant or any other person, nor be
         transferable by operation of law in the event of a Participant's or any
         other person's bankruptcy or insolvency.

8.05     Not a Contract of  Employment.  The terms and  conditions  of this Plan
         shall not be deemed to constitute a contract of employment  between any
         Employer and the Participant. Such employment is hereby acknowledged to
         be an "at will" employment  relationship  that can be terminated at any
         time for any reason,  with or without cause,  unless expressly provided
         in a written employment agreement. Nothing in this Plan shall be deemed
         to give a  Participant  the night to be  retained in the service of any
         Employer or to interfere  with the right of any Employer to  discipline
         or discharge the Participant at any time.

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8.06     Furnishing Information. A Participant or his beneficiary will cooperate
         with the Committee by furnishing any and all  information  requested by
         the  Committee and take such other actions as may be requested in order
         to  facilitate  the  administration  of the  Plan and the  payments  of
         benefits  hereunder,  including but not limited to taking such physical
         examinations as the Committee may deem necessary.

8.07     Terms. Whenever any words are used herein in the masculine,  they shall
         be  construed  as though  they were in the  feminine in all cases where
         they  would so apply:  and  wherever  any words are used  herein in the
         singular or in the plural,  they shall be construed as though they were
         used in the  plural or the  singular,  as the case may be, in all cases
         where they would so apply.

8.08     Captions. The captions of the articles, sections and paragraphs of this
         Plan are for  convenience  only and shall  not  control  or affect  the
         meaning or construction of any of its provisions.

8.09     Governing Law.  Subject to ERISA,  the provisions of this Plan shall be
         construed and  interpreted  according to the internal laws of the State
         of Kansas without regard to its conflict of laws principles.

8.10     Validity.  In case any  provision  of this  Plan  shall be  illegal  or
         invalid for any reason,  said illegally or invalidity  shall not affect
         the  remaining  parts  hereof,  but this Plan  shall be  construed  and
         enforced  as if such  illegal  and  invalid  provision  had never  been
         inserted herein.

8.11     Notice.  Any notice or filing  required or permitted to be given to the
         Committee  under  this  Plan  shall be  sufficient  if in  writing  and
         hand-delivered, or sent by registered or certified mail, to the address
         below:

         Such notice  shall be deemed  given as of the date of  delivery  or, if
         delivery is made by mail,  as of the date shown on the  postmark on the
         receipt for registration or certification.

         Any notice or filing required or permitted to be given to a Participant
         under this Plan shall be sufficient  if in writing and  hand-delivered,
         or sent by mail, to the last known address of the Participant.

8.12     Successors.  The  provisions  of this Plan  shall bind and inure to the
         benefit of the  Participant's  Employer and its  successors and assigns
         and the Participant and the Participant's beneficiary.

8.13     Spouse's  Interest.  The interest in the benefits hereunder of a spouse
         of  a  Participant   who  has   predeceased   the   Participant   shall
         automatically  pass to the Participant and shall not be transferable by
         such spouse in any manner,  including  but not limited to such spouse's
         will,  nor  shall  such  interest  pass  under  the  laws of  intestate
         succession.

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8.14     Incompetent.  If the  Committee  determines  in its  discretion  that a
         benefit  under  this Plan is to be paid to a minor,  a person  declared
         incompetent  or to a person  incapable of handling the  disposition  of
         that  person's  property,  the  Committee  may  direct  payment of such
         benefit to the guardian, legal representative or person having the care
         and  custody  of such  minor,  incompetent  or  incapable  person.  The
         Committee  may require proof of minority,  incompetency,  incapacity or
         guardianship,  as it may deem appropriate  prior to distribution of the
         benefit. Any payment of a benefit shall be a payment for the account of
         the Participant and the Participant's beneficiary,  as the case may be,
         and shall be a complete  discharge of any liability  under the Plan for
         such payment amount.

8.15     Court Order. The Committee is authorized to make any payments  directed
         by court  order in any action in which the Plan or  Committee  has been
         named as a party.



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                                 SIGNATURE PAGE

IN WITNESS WHEREOF, Applebee's International, Inc. has caused this Plan document
to be executed this _____ day of __________ , 2004.



                                       APPLEBEE'S INTERNATIONAL, INC.




                                   By:
                                       -----------------------------------------
                                 Title:
                                       -----------------------------------------




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