THIRD AMENDMENT TO THE RUBY TUESDAY, INC. 2005 DEFERRED COMPENSATION PLAN

THIRD AMENDMENT TO THE

RUBY TUESDAY, INC. 2005 DEFERRED COMPENSATION PLAN

THIS THIRD AMENDMENT is made on this 30th day of December, 2008 by Ruby Tuesday, Inc. a corporation duly organized and existing under the laws of the State of Georgia (hereinafter called the “Primary Sponsor”).

WITNESSETH :

WHEREAS, the Primary Sponsor maintains the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (the “Plan”) under an indenture dated January 5, 2005, which has been amended by the First and Second Amendments; and

WHEREAS, the Primary Sponsor now wishes to amend the Plan to provide that matching credits allocated for Plan years beginning on and after January 1, 2009 will be allocated in amounts, and for the time periods (no less frequently than annually), determined in the discretion of the Primary Sponsor, and to provide that the Primary Sponsor may impose a continuing employment condition on the receipt of such credits.

NOW, THEREFORE, the Primary Sponsor does hereby amend the Plan, effective as of January 1, 2009