EXHIBIT 10.1

                         APPLEBEE'S INTERNATIONAL, INC.
                           EXECUTIVE RETIREMENT PLAN

         Applebee's  International,  Inc.  ("AII") is  adopting  this plan as of
April 1,  2004.  The  provisions  of this  plan are set  forth in the  following
questions  and answers.  "You" refers to each officer of AII, or each person who
has "retired" under this plan, as the context requires.

         ELIGIBILITY:  The  following  questions  and  answers  relate  to  your
eligibility to "retire" under this Plan.

         What is  "retirement  age"  for  purposes  of this  plan?  The date you
satisfy all of the following:

         o    Officer service: At least 60 full consecutive months of service as
an officer of AII

         o    Service plus age:

              >    Total years of full time employment with  AII or its  wholly-
              owned subsidiaries

                   plus

              >    Your age

                   equals

              >    60 or more

         o    Age: You are at least age 50

                   Must I be an officer when I "retire"?  No

                   Must all years of full time employment be as an officer?  No,
              just 60 full consecutive months as an officer are required.

                   When do years of employment  start? On the first date of full
              time employment.

                   Do partial  months of  service,  partial  years of service or
              fractional years of age count? No

                   Does time spent on "leave"  count as  service?  Yes, if it is
              paid  leave,  including  disability.  Time spent on leave does not
              count if it is unpaid leave,  unless the Company agrees  otherwise
              in a written document that references this Plan by name.

                                      -1-
<PAGE>


         What do I have to do to be "eligible" to "retire"? If you do all of the
following, then you will be considered "eligible" to "retire":

         o    Retirement  Age: You must be employed by AII or a subsidiary on or
              after April 1, 2004 and have  reached  "retirement  age" before or
              after April 1, 2004.

         o    Acknowledge  Eligibility:  Complete and sign the eligibility  form
              required  by AII  (the  form as of April 1,  2004 is  attached  as
              Exhibit A) and return it to the person designated on the form.

                   What does it mean to  "acknowledge  eligibility"?  You merely
                   acknowledge  your  eligibility  for the Plan. You will not be
                   bound by the  promises by you required by this Plan until you
                   "retire."

                   When must the designated  person receive the enrollment form?
                   Unless a  different  deadline  is  stated  on the  form,  the
                   deadline will be two calendar months after the date you reach
                   retirement eligibility.

                   Example:  If  you  reach  retirement  age  on  7/15/04,  your
                   enrollment form must be received by 9/15/04.

                   What if I reached  retirement  eligibility  before the date I
                   received the eligibility form? Then your enrollment form must
                   be received  within two  calendar  months  after the date you
                   receive the form.

         o    Change in control or employment  agreement:  Have in effect either
              an employment agreement with AII or the form of "Change in Control
              and NonCompete"  agreement  required by AII. The change in control
              form as of April 1, 2004 is attached as Exhibit B.

                   When must the designated person receive the agreement? By the
                   date your eligibility form is received.

                   May I sign this agreement before I'm eligible to retire? Yes.
                   If I do that, and AII changes the form before I'm eligible to
                   retire,  must I sign the new form? Maybe. All aspects of this
                   Plan  applicable  to you are subject to change  until you are
                   "eligible."

                   How  do  I  know  whether  an  agreement  is  an  "employment
                   agreement"?  In order for an agreement  to be an  "employment
                   agreement"  either it must be written in the agreement signed
                   by  AII  that  it  is  intended  that  the  agreement  be  an
                   "employment  agreement"  pursuant to this Plan, or there must
                   be  a   separate   written   document   signed  by  AII  that
                   acknowledges that the agreement is an "employment  agreement"
                   pursuant to this Plan.

         What do I have to do to "retire"  after I'm  "eligible"?  If you do the
following  after you are  "eligible"  to retire,  you will be considered to have
"retired":

                                      -2-
<PAGE>


         o    Give Written Notice: Complete and sign written notice of intent to
              retire on the form  required  by AII and  return  such form to the
              person  designated  on the  form.  The form as of April 1, 2004 is
              attached as Exhibit C.

                   When must the designated  person receive the notice? At least
                   six months before your retirement date.

                   Does  this  form  include  a  commitment  by me to  keep  the
                   "promises" set forth in this Plan? Yes.

         o    Sign a Release:  Sign the release required by AII and return it to
              the person  designated  on the form by the date  specified  on the
              form. The form as of April 1, 2004 is attached as Exhibit D.

                   May I turn in the release before the deadline? No.

                   May I revoke the  release?  The  release  will  specify  your
                   revocation  rights.  If you revoke the  release,  you will be
                   treated as not  eligible to retire  even if you have  already
                   terminated employment.

         o    No "cause":  Circumstances constituting "cause" do not exist on or
              before your retirement date.

                   What is "cause"?  "Cause" means the  occurrence of any one or
                   more of the following:

                   >    You have  breached the terms of any  agreement  with the
                        Company that  relates to change in control,  noncompete,
                        nonsolicitation  of  employees,  discoveries,  or  trade
                        secrets or other confidential information,

                   >    You have  breached  any  employment  agreement  with the
                        Company,

                   >    You have been  convicted  of - or plead no  contest/nolo
                        contendere  to - any  felony  or  any  criminal  offense
                        involving fraud,

                   >    You have materially violated any applicable local, state
                        or federal  employment law,  including,  but not limited
                        to, any anti-discrimination law,

                   >    You have  failed  to  perform  substantially  all of the
                        duties of your employment position, or

                   >    You have engaged in any other gross misconduct.

                                      -3-
<PAGE>


         o    Retire:  Voluntarily  terminate your employment on the date stated
              in your  notice or on such other  date  agreed by AII in a written
              document  signed  by an AII  officer  that  refers to this Plan by
              name.

                   What if the company  terminates my employment without "cause"
                   after  I'm  eligible  to  retire  (except  that  I  have  not
                   satisfied the notice or voluntary termination  requirements)?
                   The notice and voluntary termination  requirements are waived
                   in this case.  For this purpose,  "cause" has the meaning set
                   forth  above.  All other  requirements  to  "retire"  must be
                   fulfilled in order for you to be considered retired.

         o    Obligations  in  Retirement:  The  act  of  retirement  (including
              fulfillment of all of the  requirements  you must meet in order to
              "retire"),  constitutes  your  agreement  to  fulfill  all  of the
              obligations  imposed by this Plan,  such as your  agreement not to
              compete.  You must execute,  and the Company must receive,  by the
              deadline  set by the  Company,  any forms the Company  requires to
              document your  agreement to the terms of this Plan. If the Company
              chooses  not to  require  that you sign  any  such  form,  you are
              nevertheless  bound  by  the  obligations  of  this  Plan  if  you
              "retire."

         BENEFITS:  The following  questions and answers  relate to the benefits
available to you if you retire.  These  benefits are  available if, and only if,
you have  "retired"  in  accordance  with this Plan and keep the promises by you
required by this Plan. The following  description of benefits  therefore assumes
that you have "retired."

         First  Benefit:  Retiree  Health  Benefits.  You will be  eligible  for
continued  coverage under the AII Executive Health Plan (or a successor thereto)
(the "Health Plan").  The following  information is a summary only. For details,
you should  refer to the summary plan  description  ("SPD") for the Health Plan.
Any conflict between this summary and the SPD will be governed by the SPD.

         o    What  form  of  coverage  will  be  provided?   Group  insured  or
              self-insured coverage will be provided at the company's election.

         o    Am I  guaranteed  that  the  terms  of  retiree  coverage  will be
              basically  the  same  as  the  coverage  offered  to  most  active
              officers?  Generally  yes.  Exceptions  include the  premium,  the
              termination  of coverage date  described  below and the rules that
              make retiree coverage secondary.  See the Health Plan Summary Plan
              Description for details.

         o    Who may be covered?  Anyone who is eligible under the terms of the
              Health  Plan.  Generally  that means you,  your spouse or eligible
              domestic partner, and your eligible dependent children.

         o    May I elect  coverage  under this plan for an eligible  person but
              not for me? No.

                                      -4-
<PAGE>


         o    When will coverage start?  The day after your Health Plan coverage
              as an active employee  terminates due to your "retirement," if the
              required forms are properly completed and received by the deadline
              applicable to each form.

         o    What must I do to start coverage?

              >    Complete,  sign and return the  enrollment  form  required by
                   AII.  The form will specify the person to whom the form is to
                   be  returned  and the  deadline  by which  such  person  must
                   receive the form. The form as of April 1, 2004 is attached as
                   Exhibit E.

              >    Everyone to be covered by this coverage must also waive their
                   COBRA rights on the form  required by AII and not revoke such
                   waiver.  The form will specify the person to whom the form is
                   to be  returned  and the  deadline  by which such person must
                   receive the form. The form as of April 1, 2004 is included in
                   the Health Plan  enrollment  form that is attached as Exhibit
                   E.

         o    What  happens  if the  COBRA  waiver is  revoked  by  someone,  or
              post-retirement  coverage under the Health Plan is not elected for
              someone when it is first available? Such person will be treated as
              never  covered by this retiree  health  coverage and will never be
              allowed to enroll in it.

         o    Is this coverage  "secondary" to other coverage or  reimbursements
              that may be in force for any covered  person?  Yes, see the Health
              Plan Summary Plan Description for details.

         o    When will this coverage  end? The coverage will  terminate for any
              covered  person  under  the  same   circumstances  it  would  have
              terminated before you retired (e.g., the person ceases to meet the
              eligibility  provisions  or the  premium is not timely  paid).  In
              addition, the following rules apply:

              >    For you: the dateyou reach Medicare eligibility.

              >    For your spouse/domestic  partner: the date he or she reaches
                   Medicare  eligibility  (regardless of when you reach Medicare
                   eligibility).

              >    For your dependent children: If your spouse/eligible domestic
                   partner  enrolled for this coverage,  then the date that both
                   you and your spouse/eligible domestic partner are not covered
                   under the Plan. If your  spouse/eligible  domestic partner is
                   not covered, then the date you reach Medicare eligibility.

              >    For  everyone:  As of the date set by AII  after the date you
                   breach  any of the  promises  you make  under  the Plan  (see
                   description of those promises below).

                                      -5-
<PAGE>


         o    What happens if I die?

              >    For your  spouse/domestic  partner:  no effect (although your
                   spouse may have additional COBRA rights in this case).

              >    For your dependent  children:  no effect, for so long as your
                   spouse/eligible  domestic  partner  continues  to be covered.
                   Even if there is no coverage for a surviving  spouse/domestic
                   partner,  your  dependent  children  may be able to  continue
                   coverage under COBRA.

         o    What premium must I pay? The same rate charged to COBRA continuees
              from time to time during the term of your retiree  coverage.  Does
              that  mean the rate will  probably  increase  each year  during my
              retirement?   Yes.

         Second Benefit: Retiree stock option and restricted shares benefits. If
the option or restricted  shares award agreement refers to this Plan by name, or
if there is a separate  agreement  signed by AII that this Plan will apply to an
award to you,  then the  following  benefits  will apply to such award after you
"retire."

         o    Will I continue  to vest in my options  and  restricted  shares to
              which this Plan  applies?  Yes.  Periods of  "retirement"  will be
              treated the same as active employment for purposes of applying the
              provisions  of the  applicable  award  agreements  that  relate to
              vesting in such options and the forfeiture and prohibited sale and
              transfer restrictions on such restricted shares.

         o    Will my ability to exercise  options to which this Plan applies be
              extended? Yes. Periods of "retirement" will be treated the same as
              active  employment  for purposes of applying the provisions of the
              applicable award agreements that relate to  exercisability of such
              options.

         o    Which of my past option and restricted share awards are subject to
              the benefits of this Plan? Those granted after 12/31/03.

         o    Why not earlier  grants?  The Plan wasn't  developed then, so they
              cannot be included without triggering some significant  accounting
              charges.

         o    What happens if, for example, I receive an option award covered by
              this Plan that vests  after  three  years and has a ten year term,
              and I "retire"  one year after that  grant?  You will  continue to
              earn vesting during  retirement and you will have the full term of
              the option to exercise it.

         Third Benefit:  Bonuses.

         o    What  happens  if I have not yet  received  my bonus  for the year
              prior to the year in which I "retire"?  You will  receive the same
              bonus for that prior year as you would  have  received  if you had
              remained active. Such bonus will be paid at the same time it would
              have been paid had you remained active.

                                      -6-
<PAGE>


         o    Will I get a bonus for the year in which I "retire"? Yes. You will
              receive a percentage of your target bonus.  The  percentage is the
              number of full  months you worked  during  the year  through  your
              "retirement"  date,  divided by twelve. It will be paid as soon as
              is reasonably practicable following your "retirement" date.

         Fourth Benefit:  Vacation.

         o    What  happens  to my unpaid  vacation  that was  accrued  as of my
              "retirement"  date?  It will  be  paid  as  soon as is  reasonably
              practicable following your "retirement" date.

         Fifth Benefit:  Deferred Compensation.

         o    Does my  "retirement"  make me eligible  for  additional  deferred
              compensation alternatives?  Yes. You may elect to extend payout of
              your  deferred  compensation  over  a  period  of up  to 15  years
              following "retirement."

         o    How do I make this election? On the form required by AII. The form
              will  designate  the person who must receive the form and the date
              by which it must be received.  The current policy is that the form
              must be received at least six months  before your  retirement  and
              during the calendar year prior to the year  deferred  compensation
              payments would have started if your  termination of employment had
              not been a "retirement."  The form as of April 1, 2004 is attached
              as Exhibit F.

         o    May AII change this benefit?  Yes. There are legislative proposals
              to change the existing  regulation of deferred  compensation.  AII
              may  change  any  deferred   compensation   rule  to  comply  with
              applicable tax laws.

         Sixth Benefit:  Perquisites.

         o    Will I be eligible during  "retirement" for any of the perquisites
              offered to active officers? AII will maintain,  from time to time,
              a policy on perquisites for retirees. You will receive perquisites
              based on  either  the  policy  in  effect  on the date you  become
              "eligible" to "retire" or on your "retirement" date, whichever, in
              the  aggregate,  provides  the  greater  benefit  to you in  AII's
              judgment.

         o    May AII change the  perquisites  after I "retire"?  AII may at any
              time substitute different  perquisites that have substantially the
              same value as the perquisites replaced.

         PROMISES BY YOU: If you "retire"  under this Plan,  you are agreeing to
fulfill the following promises:

         First Promise:  I will not engage in any full time, for profit  work.

         o    What work may I not do during "retirement"?  You may not engage in
              any full time, for profit activity  without the written consent of
              AII's CEO.

                                      -7-
<PAGE>


         o    What is "full time"? Work that averages 30 or more hours per week.

         o    Does this  apply to work that is not  competitive  with AII?  Yes,
              unless the AII CEO consents in writing.

         o    How long will this first  promise  last?  Until you receive all of
              the benefits due to you under this Plan.

         o    What happens if I do not fulfill this first promise?

              >    Your benefits under this Plan will stop as of a date on or
                   after the breach that is specified  in writing by AII,  other
                   than deferred compensation benefits; and

              >    AII may in its discretion  elect to accelerate the payment of
                   your deferred compensation.

                        Does this mean that the continued  vesting of my options
                   and  restricted  stock will stop?  Yes.  For  purposes of the
                   provisions  of the  applicable  award  agreement  related  to
                   vesting of options and the forfeiture and prohibited sale and
                   transfer restrictions on restricted shares, your service will
                   be  considered to have stopped on the date of your breach (or
                   such later date chosen by AII in writing).

                        What happens to the exercisability of my options? To the
                   extent you have not yet exercised the options, exercisability
                   will be determined under the applicable award agreement as if
                   you  had   terminated   employment  for  reasons  other  than
                   "retirement" on the date you had claimed "retirement".

                        Example:  Assume you "retire" on May 1, 2004, you engage
                   in full time work  starting on May 20, 2004,  and your option
                   award  agreement  provides  that  you  have 30  days  after a
                   termination  of employment  (other than death,  disability or
                   retirement)  to  exercise.  The last day you may exercise the
                   options is May 31,  2004 (or such later date chosen by AII in
                   writing).  If your  first  day of full time work was June 15,
                   2004, any unexercised  options would  immediately cease to be
                   exercisable  on June 15,  2004 (or such later date  chosen by
                   AII in writing).

         Second  Promise:  I  will  not do any  of  the  following  relating  to
confidentiality, discoveries, competition and solicitation of employees:

         o    What are my obligations?

              >    Confidentiality/Trade Secrets:

                   >>   During the remainder of my  employment  with the Company
                        and thereafter,  I will use my best efforts and exercise
                        utmost  diligence  to protect  and  safeguard  the trade

                                      -8-
<PAGE>


                        secrets and confidential and proprietary  information of
                        the Company.

                   >>   What  does   "Trade   secrets   and   confidential   and
                        proprietary information mean"? This includes, but is not
                        limited to: the identity of the Company's  customers and
                        suppliers,   its   arrangements   with   customers   and
                        suppliers,   and  its  technical  and  financial   data,
                        records,   compilations   of   information,   processes,
                        procedures,  recipes and specifications  relating to its
                        customers,   suppliers,   products  and  services,   new
                        products and product testing, discoveries,  ideas, trade
                        secrets,   computer  software,   training  programs  and
                        techniques,  research and  development  of new concepts,
                        operating  procedures  and  "know-how",   marketing  and
                        advertising  techniques  and plans,  customer  research,
                        strategic plans, pricing policies,  restaurant sales and
                        margin information,  financial, business and operational
                        information and reports and other financial  information
                        about the Company or its business.

                   >>   Upon  termination  of  my  employment  (or  earlier,  if
                        required by the Company),  I will deliver to the Company
                        and not  retain in my  possession  any  files,  records,
                        documents, drawings,  specifications,  memoranda, notes,
                        and other  documents  relating  to the  business  of the
                        Company,  whether  prepared  by me  or  coming  into  my
                        possession.

              >    Discoveries:

                   >>   During the remainder of my  employment  with the Company
                        and until the first  anniversary of the date that I have
                        received all of the benefits due to me under the Plan, I
                        will fully  inform the  Company of and  disclose  to the
                        Company  all  "discoveries."  I will  never  at any time
                        during or after  termination  of my employment  with the
                        Company  have or claim any right,  title or  interest in
                        any   copyright,   trademark,   trade  name,   or  other
                        intellectual  property or any  confidential  information
                        belonging to or use by the Company.

                   >>   During the remainder of my  employment  with the Company
                        and until the first  anniversary of the date that I have
                        received all of the benefits due to me under the Plan, I
                        will  assist the  Company in  establishing  its  rights,
                        including  executing all necessary  papers,  maintaining
                        adequate  and current  records and  otherwise  providing
                        assistance,  at the Company's expense,  during and after
                        my  employment,  to enable  the  Company  to obtain  for
                        itself or its nominee patents,  copyrights,  trademarks,
                        registrations   or  other  legal   protection  for  such
                        intellectual  property  and  protect  the  same  against
                        infringement by others.

                                      -9-
<PAGE>


                   >>   What  does   "Discoveries"   mean?   This  includes  all
                        inventions,  improvements,  discoveries,  and  processes
                        that  I  have  now  or  may  hereafter  have  during  my
                        employment  with the Company and that  pertain or relate
                        to the  business of the  Company or to any  experimental
                        work, products, services, or processes of the Company in
                        progress or planned for the future, whether conceived by
                        me alone or with  others,  and whether or not  conceived
                        during regular working hours or in conjunction  with the
                        use of any Company assets.

                   >>   What does  "Intellectual  Property" mean? This includes,
                        but is not limited to, patents, trademarks,  copyrights,
                        trade secrets, invention, discoveries and other business
                        information that is not publicly known.

              >    Non-competition:

                   >>   During the remainder of my  employment  with the Company
                        and until the first  anniversary of the date that I have
                        received all of the benefits due to me under the Plan, I
                        will not,  without  the  prior  written  consent  of the
                        Board, directly or indirectly, as an employee, employer,
                        consultant,   agent,  principal,  partner,  shareholder,
                        corporate officer,  director,  or through any other kind
                        of  ownership  (other than  ownership of  securities  of
                        publicly held  corporations of which I own less than one
                        percent (1%) of any class of outstanding  securities) or
                        in any  other  representative  or  individual  capacity,
                        engage in or render  any  services  to any  business  in
                        North America  engaged in the casual  dining  restaurant
                        industry,  or in any  other  segment  of the  restaurant
                        industry in which the Company or any  subsidiary  of the
                        Company  may become  involved  after the date hereof and
                        prior to the date of my termination of employment.

                   >>   What does "casual dining restaurant industry" mean? This
                        consists  of "sit down"  restaurants  serving  alcoholic
                        beverages,  with a per guest  average guest check within
                        the United States of under $20.00  (adjusted upward each
                        year to recognize Company menu price increases).

                   >>   Following  the  termination  of my  employment  with the
                        Company  and for so long as I am  receiving  any benefit
                        under the Plan, I will not engage in any full-time,  for
                        profit activity without the written consent of the Chief
                        Executive Officer of the Company.

                   >>   What  does  "full-time"   mean?  This  means  work  that
                        averages 30 or more hours per week.

                                      -10-
<PAGE>


              >    Non-solicitation

                   >>   During the remainder of my  employment  with the Company
                        and until the first  anniversary of the date that I have
                        received all of the benefits due to me under the Plan, I
                        will not, either  directly or indirectly,  for myself or
                        for any third party, solicit,  induce,  recruit or cause
                        another person in the employ of the Company to terminate
                        his/her   employment   for  the   purpose  of   joining,
                        associating,  or becoming  employed with any business or
                        activity that is engaged in the casual dining restaurant
                        industry or any other segment of the restaurant industry
                        in which the Company may become  involved after the date
                        hereof  and  prior  to the  date  of my  termination  of
                        employment.

         o    How long will this second  promise last?  Until one year after the
              date you receive all of the benefits due to you under this Plan.

         o    What happens if I do not fulfill this second promise?

              >    Your  benefits  under  this  Plan will stop as of the date of
                   your breach, other than deferred compensation benefits; and

              >    AII may in its discretion  elect to accelerate the payment of
                   your deferred compensation; and

              >    You  must  pay to AII an  amount  equal  to the  value of all
                   benefits that would not have been  received  after the breach
                   if this Plan had not existed for you,  other than the option,
                   restricted shares and deferred compensation benefits; and

              >    Your unexercised options that have remained  exercisable only
                   because  of, or are  continuing  to vest only  because of the
                   benefits  of  this  Plan,  and  any  restricted  or  formerly
                   restricted  shares that have not  previously  been  forfeited
                   only because of the benefits of this Plan,  will be forfeited
                   as of the  date  of  your  breach,  and  the  shares  must be
                   returned to AII; and

              >    Any shares  received  from any exercise of an option that was
                   made  possible  because of the  benefits of this Plan will be
                   forfeited as of the date of your breach,  and the shares must
                   be returned to AII; and

              >    Any  proceeds  from  the  sale or  transfer  of any  formerly
                   restricted  shares  that were made  possible  because  of the
                   benefits of this Plan must be paid to AII; and

                                      -11-
<PAGE>


              >    Any gains  from the sale or  transfer  of any stock  that was
                   received  from  the  exercise  of an  option  because  of the
                   benefits of this Plan must be paid to AII.


         AMENDMENT AND TERMINATION:

         May AII amend or terminate this Plan? This Plan may not be amended or
terminated until on or after April 1, 2007.

         o    Are there exceptions to this rule? Yes.

              >    This plan may not be amended or terminated  with respect to a
                   particular  person after that person  becomes  "eligible"  to
                   "retire."  However,  a Plan  amendment will apply to a Person
                   after he or she becomes  "eligible"  to "retire" if, in AII's
                   reasonable judgment, the promises and benefits of the amended
                   Plan are in the  aggregate  no less  favorable to such person
                   than the promises and benefits before the amendment or if, in
                   AII's  reasonable  judgment,  such  amendment is necessary to
                   achieve  the purpose of the Plan or the purpose of the Plan's
                   benefits.  For example, such an amendment may be required due
                   to  future  legal  compliance  or  accounting  issues,  or to
                   prevent  deferred  compensation  from becoming taxable before
                   the intended date.

              >    This  Plan  may  not be  amended  or  terminated  during  the
                   eighteen  month period  following the occurrence of a "change
                   in control".

              >    Exhibits  to this Plan may be  revised or deleted at any time
                   in the  Company's  sole  discretion,  and the  Company is not
                   required  to  attach to this Plan any  revised  exhibit.  You
                   should check with the Company before relying upon any exhibit
                   to this Plan.

              What does  "change in  control"  mean?  For this  purpose and with
         respect to the rights of a particular  person under this Plan,  "change
         in  control"  shall have the meaning set forth in the change in control
         agreement signed by such person in order to be "eligible" to retire.

              What if I have not signed a change in control  agreement because I
         have an employment agreement?  The definition of "change in control" in
         your employment agreement will be used. If there is no such definition,
         then  the   definition  in  AII's  equity   incentive  plan  in  effect
         immediately before the occurrence of the change in control. If there is
         no such plan or no such  definition in such plan,  then such term shall
         be  defined  as set forth in the  equity  incentive  plan that AII most
         recently had in effect that contains such a definition.

              What if I do not have a signed  change in  control  or  employment
         agreement? Then this restriction on AII's ability to amend or terminate
         the Plan after a "change in  control"  (as  defined in Appendix G) will
         not apply with respect to you.

                                      -12-
<PAGE>


         MISCELLANEOUS:

         May AII  agree  to a  different  form,  person  to whom a form is to be
delivered or deadline for return of the form?  Yes.  This Plan requires that AII
receive various forms. An officer of AII may agree to the changes  referenced in
the  question in a written  document  that  specifically  refers to this Plan by
name.

         Does this Plan supersede any agreements  between AII and me? No. If you
and AII have any agreement,  the benefits and  obligations of that agreement are
in addition to the benefits and  obligations  of this Plan unless such agreement
provides otherwise.

         May a separate  agreement  between  AII and me change the terms of this
Plan?  Yes. If a separate  written  agreement  between AII and you  specifically
refers to this Plan by name and provides that it is modifying the application of
the Plan to you, then such modification shall be effective with respect to you.

         Who  interprets  this Plan and sets the  rules for its  administration?
AII's Benefits Planning Oversight Committee (the "committee") serves as the plan
administrator  of the Plan and has the  exclusive  authority  to  interpret  and
construe the Plan and to decide all questions that may arise under the Plan. The
committee's decisions, actions and records will be binding and conclusive on all
parties. The committee may adopt such rules as it deems necessary, desirable, or
appropriate.  All rules and  decisions of the  committee  shall be uniformly and
consistently applied to all participants in similar circumstances. When making a
determination  or  calculation,  the  committee  shall be  entitled to rely upon
information furnished by a participant or beneficiary,  AII or the legal counsel
of AII.

         May I file a claim if I have a dispute with respect to this Plan?  Yes.
You may file an appeal  with the  committee  within 60 of  receiving  an adverse
benefit  determination  regarding  this Plan.  The committee  will consider your
claim  and  respond  within  60 days (or 120 days if  extenuating  circumstances
require an extension). If your appeal is denied, the committee will set forth in
writing the reasons for the denial  including the pertinent Plan provisions upon
which the denial was based. If you have a dispute with respect to one or more of
the underlying  benefits  provided  under that Plan (for example,  if you have a
question  regarding  covered services under the Health Plan or the value of your
deferred  compensation  account  balance),  then  you  must  follow  the  claims
procedures under the applicable benefit plan document.

         Does the Plan create a contract of employment? No. Nothing in this Plan
document may be construed as a contract or other arrangement between you and AII
to the effect that you will be employed for any specific period of time.

         What is the  governing law  applicable  to the Plan?  This Plan will be
governed by the laws of the State of Kansas  except to the extent  preempted  by
federal law.

         Who should I contact if I have any questions  regarding this Plan? Vice
President, People and Performance Systems.

         Is the  committee  indemnified?  Yes.  AII  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.

                                      -13-