Executive Health Plan

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 questio ...