SECOND AMENDMENT TO THE MORRISON RETIREMENT PLAN

SECOND AMENDMENT TO THE

MORRISON RETIREMENT PLAN

(As amended and restated effective January 1, 2005)

THIS SECOND AMENDMENT is made on this 17th day of February, 2009, by RUBY TUESDAY, INC. (the “Primary Sponsor”), a corporation organized and existing under the laws of the State of Georgia.

INTRODUCTION :

WHEREAS, the Primary Sponsor maintains the Morrison Retirement Plan (the “Plan”), which was last amended and restated by indenture dated November 1, 2004 and was subsequently amended by the First Amendment thereto, effective as of February 1, 2007; and

WHEREAS, the Primary Sponsor now desires to amend the Plan to reflect changes required or permitted by the Pension Protection Act of 2006; to update the Plan for final Treasury regulations issued under Section 415 of the Internal Revenue Code, which are generally effective for limitation years beginning on or after July 1, 2007; and to reflect other changes in the law for which Plan amendments are required as indicated by the 2007 cumulative list of changes in plan qualification requirements published by the Internal Revenue Service under Revenue Procedure 2007-44.

NOW, THEREFORE, the Primary Sponsor does hereby amend the Plan, effective July 1, 2008, except as otherwise provided herein, as follows:

1.         By adding the following language to the end of Section 1.1:

“Notwithstanding anything in this Section to the contrary, if the Plan’s Funding Target Attainment Percentage is less than sixty percent (60%) for any Plan Year, no benefits will accrue under the Plan for any Participant as of the valuation date for such Plan Year, unless during such Plan Year, the Plan Sponsor makes a contribution to the Trust (in addition to any minimum required contribution under Code Section 430) equal to the amount sufficient to result in a Funding Target Attainment Percentage of sixty percent (60%) or greater. For purposes of the immediately preceding sentence, no “prefunding balance” (as defined in Code Section 430(f)(6)) or “funding standard carryover balance” (as defined in Code Section 430(f)(7)) may be used to satisfy the contribution to the Trust.”

2.         By deleting existing Section 1.2(b) in its entirety and by substituting therefor the following:

“(b)     For purposes of calculating the present value and distributing a Participant’s Accrued Benefit in the form of a lump sum, the Actuarial Equivalent shall be determined by using the applicable interest rate for the last full month immediately preceding the first day of the Plan Year in which the date of distribution is to occur and the applicable mortality table, each as designated by the Secretary of the Treasury under Code Section 417(e)(3).”

3.         By deleting existing Section 1.2(d) in its entirety and by substituting therefor the following:

“(d)     [Reserved.]”

4.         By deleting, effective July 1, 2008, the existing Section 1.6(a) and by substituting therefor the following:

“(a)      for purposes of applying the benefit limits in Appendix A, Annual Compensation:

5.         By deleting the existing Section 1.16 and by substituting therefor the following:

“1.16   ‘ Distributee ’ means an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving spouse and the Employee’s or former Employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), are Distributees with regard to the interest of the spouse or former spouse. Effective for distributions made on and after January 1, 2008, a non-spouse Beneficiary of a deceased Participant who is either an individual or an irrevocable trust, where the beneficiaries of such trust are identifiable and the trustee provides the Plan Administrator with a final list of trust beneficiaries or a copy of the trust document by October 31 of the year following the Participant’s death, shall be a Distributee with regard to the interest of the deceased Participant, but only if the Eligible Rollover Distribution is transferred in a direct trustee-to-trustee transfer to an Eligible Retirement Plan which is an individual retirement account described in Code Section 408(a) or an individual retirement account described in Code Section 408(b) (other than an endowment contract).”

6.         By deleting the existing Section 1.22 and by substituting therefor the following:

“1.22   ‘ Eligible Retirement Plan ’ means any of the following that will accept a Distributee’s Eligible Rollover Distribution:

(a)       an individual retirement account described in Code Section 408(a);

(b)       an individual retirement annuity described in Code Section 408(b) (other than an endowment contract);

(c)       an annuity plan described in Code Section 403(a) or an annuity contract described in Code Section 403(b), unless the Distributee is a non-spouse Beneficiary of a deceased Participant;

(d)       a qualified trust described in Code Section 401(a), unless the Distributee is a non-spouse Beneficiary of a deceased Participant; or

(e)       an eligible plan under Code Section 457(b) which is maintained by a state or political subdivision of a state, or any agency or instrumentality of a state or political subdivision and which agrees to separately account for amounts transferred into such plan from this Plan, unless the Distributee is a non-spouse Beneficiary of a deceased Participant.

If any portion of an Eligible Rollover Distribution is attributable to payments or distributions from a designated Roth account (as defined in Code Section 402A), an Eligible Retirement Plan with respect to such portion shall include only another designated Roth account and a Roth IRA.”

7.         By deleting the existing Section 1.23 and by substituting therefor the following:

“1.23   ‘ Eligible Rollover Distribution ’ means any distribution of all or any portion of the Distributee’s Accrued Benefit, except that an Eligible Rollover Distribution does not include:

(a)       any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated Beneficiary, or for a specified period of ten (10) years of more;

(b)       any distribution to the extent such distribution is required under Code Section 401(a)(9);

(c)       any distribution which is made upon hardship of the Employee;

(d)       except as otherwise provided in this Section, the portion of any distribution that is not includable in gross income (determined without regard to the exclusions for net unrealized appreciation with respect to employer securities); and

(e)       if the Distributee is a non-spouse Beneficiary of a deceased Participant, any distribution other than a direct trustee-to-trustee transfer to an individual retirement account described in Code Section 408(a) or an individual retirement annuity described in Code Section 408(b) (other than an endowment contract).

‘Eligible Rollover Distribution’ shall include any portion of the distribution that is not includable in gross income provided such amount is distributed directly to one of the

following:

(i)        an individual retirement account described in Code Section 408(a) or an individual retirement annuity described in Code Section 408(b) (other than an endowment contract); or

(ii)       a qualified trust as described in Code Section 401(a) or an annuity contract described in Code Section 403(b), but only to the extent that           

(A)      the distribution is made in a direct trustee-to-trustee transfer; and

(B)      the transferee trust or contract provides for separate accounting for amounts so transferred (and earnings thereon), including separately accounting for the portion of the distribution which is includable in income and the portion which is not includable in income.”

“1.27A‘ Funding Target Attainment Percentage ’ means, for a Plan Year, the ratio (expressed as a percentage) which:

(a)       the value of Plan assets for the Plan Year, reduced by any prefunding balance (as defined in Code Section 430(f)(6)) and any funding standard carryover balance (as defined in Code Section 430(f)(7)), bears to

(b)       the present value of all benefits accrued or earned under the Plan as of the beginning of the Plan Year.

Notwithstanding the foregoing, (1) the amounts in Subsections (a) and (b) of this Section shall be increased by the aggregate amount of purchases of annuities for Employees other than highly compensated employees (within the meaning of Code Section 414(q)) which were made by the Plan during the two Plan Years preceding the year for which the Funding Target Attainment Percentage is being determined, and (2) the amount in Subsection (a) shall be increased by any security provided by a Plan Sponsor consisting of (A) a bond issued by a corporate surety company that is an acceptable surety for purposes of Section 412 of ERISA, (B) cash, or United States obligations which mature in 3 years or less, held in escrow by a bank or similar financial institution, or (C) such other form of security as is satisfactory to the Secretary of the Treasury and the parties involved.”

9.         By adding, effective for distributions with annuity starting dates on and after July 1, 2008, the following new Section 1.39B, as follows:

“1.39B‘ Qualified Optional Survivor Annuity ’ means a joint and survivor annuity elected under Section 6.2(b) (which is the Actuarial Equivalent of the Participant’s vested Accrued Benefit and as to which the Participant’s spouse is his Beneficiary), payable in monthly

installments, which is an immediate annuity for the life of the Participant with a survivor annuity for the life of his spouse which is 75% of the amount of the annuity payable during the joint lives of the Participant and his spouse.”

10.       By deleting the existing Section 3.1 in its entirety and by substituting therefor the following:

“3.1     (a)        Minimum Funding . It is the Primary Sponsor’s intention that unless a waiver of the minimum funding standards described in ERISA Section 302 or Code Section 412 is obtained, each Plan Sponsor shall contribute to the Fund such amounts as are determined by the Actuary to be necessary to fund the benefits provided under the Plan. For this purpose, the Plan Administrator shall establish funding standards for the Plan, which shall be maintained by the Actuary, who will be responsible for determining that such standards meet the funding requirements described in ERISA Section 302, Code Section 412, and Code Section 430.

(b)        Forfeitures . All forfeitures arising under the Plan shall be used to reduce the cost of the Plan and shall not be used to increase any benefits payable under the Plan.

(c)        Additional Funding . Notwithstanding the other provisions of this Section 3.1, each Plan Sponsor shall have the right, but not the obligation, to contribute such additional amounts as it, in its sole discretion, deems necessary or desirable to maintain the actuarial soundness of the Plan, and a Plan Sponsor shall also have the right at any time to discontinue contributions hereunder.”

“3.3      Waiver of Plan Sponsor Contributions . Notwithstanding anything herein to the contrary, contributions by a Plan Sponsor may be waived in whole or in part in any Plan Year during which a substantial business hardship has been sustained, as determined in writing by the Secretary of the Treasury pursuant to Code Section 412.”

12.       By deleting, effective for distributions with annuity starting dates on and after July 1, 2008, the existing Section 6.2(a) in its entirety and by substituting therefor the following:

“6.2     (a)      Any pension payable pursuant to the Plan shall be in the form of a Normal Fund Payment unless the Actuarial Equivalent of the Participant’s vested Accrued Benefit, expressed as a lump sum payment, exceeds $5,000 at the time he or his Beneficiary is entitled to the commencement of payments and he elects, during the applicable election period, not to receive the Normal Fund Payment by execution and delivery to the Plan Administrator of a form provided for that purpose by the Plan Administrator. For purposes of this Section, the term “applicable election period” shall mean, with respect to a Normal Fund Payment described in Subsection (a) or (b) of Plan Section 1.32, the 90-day period ending on the first date on which the Participant is entitled to payment, and with resp ect to a Normal Fund Payment described in Subsection (c) of Plan Section 1.32, the period which begins on the first day of the Plan Year during

which an Eligible Employee becomes a Participant and which ends on the Participant’s death.  In the case of a married Participant, no election, other than the election of a Qualified Optional Survivor Annuity, shall be effective unless spousal consent is obtained in accordance with the provisions of Plan Section 1.8.

If an election is made, the Participant’s Accrued Benefit shall be paid in the form set forth in Subsection (b) of this Section chosen by the Participant by written instrument delivered to the Plan Administrator prior to the date payments are otherwise to commence.  Any waiver of a Normal Fund Payment under this Subsection (a), made prior to the first day of the Plan Year in which the Participant attains age 35 shall become invalid as of the first day of the Plan Year in which the Participant attains age 35, and provisions of this Subsection (a) shall apply unless a new waiver is obtained.”

13.       By deleting, effective for distributions with annuity starting dates on and after July 1, 2008, the existing Section 6.2(b)(3) in its entirety and by substituting therefor the following:

“(3)     A 100/75 percent joint and survivor annuity providing for monthly payments, the value of which shall be the Actuarial Equivalent of the Participant’s Accrued Benefit as of the date on which he is entitled to the commencement of payment.  This is an actuarially reduced pension payable to and during the lifetime of the Participant with the provision that, after his death, a pension equal to seventy-five percent (75%) of his reduced pension shall be payable to and during the lifetime of the joint annuitant selected by the Participant. If the joint annuitant is the Participant’s spouse, then this form of payment is a Qualified Optional Survivor Annuity;”

14.       By deleting the existing Section 6.8 in its entirety and by substituting therefor the following:

“6.8      Restrictions on Payments to Highly Compensated Employees .

(a)       Notwithstanding anything contained to the contrary in this Plan, the annual payments to a Participant who is among the twenty-five (25) highly compensated employees (within the meaning of Code Section 414(q)) who receive during their most recent year of employment with a Plan Sponsor the greatest Annual Compensation (determined without regard to the Annual Compensation Limit) shall not exceed an amount equal to the payments that would be made on behalf of the Participant under a single life annuity that is the Actuarial Equivalent of the sum of the Participant’s Accrued Benefit and the Participant’s “other benefits” under the Plan. For purposes of this Section, ‘other benefits’ includes loans in excess of the amounts set forth in Code Section 72(p)(2)(A), any periodic income, any withdrawal values payable to a living Participant, and any death benefit which is payable from the Plan not provided for by insurance on the Participant’s life.

(b)       The restrictions of this Section will not apply, however, if:

(1)       after payment to a Participant described in this Section of all benefits described in this Section, the value of the Fund equals or exceeds 110% of the value of the Plan’s current liabilities, as defined in Code Section 412(1)(7) or any successor provision pursuant to Treasury Regulations under Code Section 401(a)(4);

(2)       the value of the benefits described in this Section for a Participant described in this Section is less than one percent (1%) of the value of the Plan’s current liabilities, as defined in Code Section 412(l)(7) or any successor provision pursuant to Treasury Regulations under Code Section 401(a)(4);

(3)       the value of the benefits for a Participant described in this Section does not exceed $5,000; or

(4)       the Plan has terminated and the benefit received by the Participant is non-discriminatory under Code Section 401(a)(4).

(c)       Furthermore, the restrictions of this Section will not apply if, prior to the receipt of the otherwise restricted amount, the Participant enters into a written agreement with the Plan Administrator to secure repayment to the Plan of the otherwise restricted amount. The otherwise restricted amount is the excess of the amounts distributed to the Participant (accumulated with reasonable interest) over the amounts that could have been distributed to the Participant under Subsection (a) above (accumulated with reasonable interest). The Participant may secure repayment of the otherwise restricted amount upon distribution by:

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