RUBY TUESDAY, INC.

DEFERRED COMPENSATION PLAN

(AS RESTATED EFFECTIVE NOVEMBER 26, 2002)

RUBY TUESDAY, INC.
DEFERRED COMPENSATION PLAN
(AS RESTATED NOVEMBER 26, 2002)



TABLE OF CONTENTS

-i-

RUBY TUESDAY, INC.
DEFERRED COMPENSATION PLAN
(As Restated Effective November 26, 2002)

        THIS INDENTURE is made on the 26th day of November, 2002, (“Effective Date”) by RUBY TUESDAY, INC., a corporation duly organized and existing under the laws of the State of Georgia (the “Primary Sponsor”);

W I T N E S S E T H:

        WHEREAS, the Primary Sponsor maintains the Ruby Tuesday, Inc. Deferred Compensation Plan, which was established by indenture dated December 18, 1989, restated by indenture effective July 1, 1997, and thereafter amended pursuant to First Amendment dated May 28, 1998, Second Amendment dated June 10, 2002, and Third Amendment dated September 20, 2002 (collectively, the “Plan”);

        WHEREAS, the Primary Sponsor desires to restate the Plan incorporating such amendments into one plan document.

NOW, THEREFORE, the Primary Sponsor does hereby restate the Plan, generally effective as of the Effective Date, to read as follows:

SECTION 1
DEFINITIONS

        Whenever used herein, the masculine pronoun shall be deemed to include the feminine, and the singular to include the plural, unless the context clearly indicates otherwise, and the following words and phrases shall, when used herein, have the meanings set forth below:

        1.1   ‘ Account ’ means the bookkeeping accounts established and maintained by the Plan Administrator to reflect the interest of a Member under the Plan and shall include the following:

-1-

Each Employee Deferred Account, Company Matching Account and Frozen Company Matching Account may consist of a Company Stock Subaccount which shall hold shares of Company Stock and cash attributable to the investment of Deferral Amounts and matching credits (and any earnings thereon) in an Investment Fund consisting primarily of Company Stock and an Other Investment Subaccount which shall hold all other assets attributable to the Account.

        1.2          “ Accrued Benefit ” means the balance of a Member’s Account.

        1.3          “ Affiliate ” means (a) any corporation which is a member of the same controlled group of corporations (within the meaning of Code Section 414(b)) as is a Plan Sponsor and (b) any other trade or business (whether or not incorporated) under common control (within the meaning of Code Section 414(c)) with a Plan Sponsor.

        1.3A          “Annual Bonus” means an amount paid to an Employee as an Incentive-based payment as a component of his Annual Compensation, but which is specifically classified as an annual bonus payment by the Company.

    1.4           “ Annual Compensation ” means “Annual Compensation,” as that term is defined under the Salary Deferral Plan for purposes of making contributions pursuant to a salary deferral election, as the same may be amended from time to time, but without regard to the limitation on compensation that may be recognized under Code Section 401(a)(17), plus any Deferral Amounts credited to a Member during the Plan Year and amounts which are contributed by the Company pursuant to a salary reduction agreement and which are not includable in the gross income of the Member under Code Sections 125, 402(e)(3), 401(h)(1)(B) or 403(b).

        1.5          “ Beneficiary ” means the person or trust that a Member designated most recently in writing to the Plan Administrator; provided, however, that if the Member has failed to make a designation, no person designated is alive, no trust has been established, or no successor Beneficiary has been designated who is alive, the “Beneficiary” means (a) the Member’s spouse or (b) if no spouse is alive, the Member’s surviving children, or (c) if no children are alive, the Member’s parents, or (d) if no parent is alive, the legal representative of the deceased Member’s estate. Changes in designations of Beneficiaries may be made upon written notice to the Plan Administrator in such form as the Plan Administrator may prescribe.

        1.6          “ Board of Directors ” means the Board of Directors of the Primary Sponsor.

        1.7          “ Change of Control ” means any event that pursuant to the requirements of Article X of the Primary Sponsor’s Certificate of Incorporation, as amended from time to time, requires the affirmative vote of the holders of not less than eighty percent (80%) of the Voting Stock (as defined therein); provided, however, that no event shall constitute a Change of Control if approved by the Board of Directors a majority of whom are “present directors” and “new directors.” For purposes of the preceding sentence, “present directors” shall mean individuals who as of January 1, 1993 were members of the Board of Directors and “new directors” shall mean any director whose election by the Board of Directors in the event of a vacancy or whose nomination for election by the Primary Sponsor’s stockholders was approved by a vote of at least three-quarters of the directors then still in office who are “present directors” and “new directors;” provided that any director elected to the Board of Directors solely to settle a threatened or actual proxy contest shall in no event be deemed to be a “new director.”

-2-

        1.8          “ Code ” means the Internal Revenue Code of 1986, as amended.

        1.9          “ Company Stock ” means the securities of the Primary Sponsor or any affiliate.

        1.10          “ Deferral Amount ” means an amount credited to the Employee Deferred Account of a Member at the election of a Member pursuant to Plan Section 3.1.

        1.11          “ Disability ” means a disability of a Member within the meaning of Code Section 72(m)(7), to the extent that the Member is, or would be, entitled to disability retirement benefits under the federal Social Security Act or to the extent that the Member is entitled to recover benefits under any long-term disability plan or policy maintained by the Plan Sponsor. The determination of whether or not a Disability exists shall be determined by the Plan Administrator and shall be substantiated by competent medical evidence.

        1.12          “ Distributions ”means the distributions by Morrison Restaurants Inc. to its stockholders of all of the outstanding shares of common stock, respectively, of Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc.

        1.13          “ Effective Date ” means, as to the Primary Sponsor, January 1, 1988, and as to each other Plan Sponsor which adopts the Plan, the date designated as such by the adopting Plan Sponsor.

        1.14          “ Eligible Employee ” means any person who is a “highly compensated employee,” within the meaning of Code Section 414(q), as amended.

        1.15          “ Employee ” means any person who is employed by a Plan Sponsor or an Affiliate for purposes of the Federal Insurance Contributions Act.

        1.16          “ Entry Date ” means the first day of each payroll period.

        1.17          “ Former Morrison Employee ” means an employee of Morrison Restaurants Inc. at any time prior to the effective date of the Distributions who did not continue in the employ of Ruby Tuesday, Inc. immediately after the Distributions, but who subsequently has been rehired by Ruby Tuesday, Inc.

        1.18          “ Fund ” means the amount at any given time of cash and other property held by the Trustee pursuant to the Plan.

        1.19          “ Investment Fund ” means such subfunds of the Fund as may be established by the Plan Administrator for the investment of Accounts.

-3-

        1.20          “ Member ” means any Eligible Employee or former Eligible Employee who has become a participant in the Plan, for so long as his benefits hereunder have not been paid out.

        1.21           “ Plan Administrator ” means the organization or person designated by the Primary Sponsor to administer the Plan or, in the absence of any such designation, the Primary Sponsor.

        1.22          “ Plan Sponsor ” means individually the Primary Sponsor and any other Affiliate or other entity which has adopted the Plan.

        1.23          “ Plan Year ” means the calendar year.

        1.24          “ Reporting Person ” means each Member who, on a particular date or dates, the Primary Sponsor reasonably believes is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, with respect to equity securities of the Primary Sponsor or any affiliate.

        1.25          “ Retirement Date ” means the first day of the month coinciding with or immediately following the date on which the Member retires on or after attaining age 55 or becoming subject to a Disability.

        1.26          “ Salary Deferral Plan ” means the Ruby Tuesday, Inc. Salary Deferral Plan, as the same may be amended from time to time.

        1.26A          “Trust” means the grantor trust maintained by the Primary Sponsor as a source for the payment of benefit obligations under the Plan.

        1.27          “ Trustee ” means the trustee under the Trust.

        1.28          “ Valuation Date ” means each regular business day of the entity maintaining the investments in which the Investment Funds are invested.

SECTION 2
ELIGIBILITY

        2.1   Each Eligible Employee shall become a Member as of the Entry Date coinciding with or next following the date on which the Eligible Employee is identified by the Plan Administrator as a “highly compensated employee,” within the meaning of Code Section 414(q), as amended; provided, however, if the Employee is a new hire, the determination shall be based upon the Employee’s projected Annual Compensation.

        2.2   A Member who ceases to be an Eligible Employee will no longer be eligible to make further deferrals under the Plan pursuant to Plan Section 3, but shall continue to be subject to all other terms of the Plan so long as he remains a Member of the Plan.

-4-

        2.3   In the event the Member participates in a plan of a Plan Sponsor or Affiliate intended to qualify under Code Section 401(a) and containing a tax-qualified cash or deferred arrangement qualified under Code Section 401(k), the Member shall be suspended from continued participation under this Plan to the extent required by such other plan as a result of a hardship withdrawal made by such Member under such other plan.

SECTION 3
DEFERRAL ELECTIONS

    3.1(a)        Each Plan Year, a Member who is an Eligible Employee may elect to defer under the Plan a portion of the Annual Compensation otherwise payable to him for the Plan Year, which amount shall be at least two percent (2%) of Annual Compensation (exclusive of any Annual Bonus) and shall be in increments of one percent (1%) of Annual Compensation (exclusive of any Annual Bonus), but not in excess of one hundred percent (100%) of Annual Compensation (exclusive of any Annual Bonus), less all applicable withholdings.

        (b)Each Plan Year, a Member who is an Eligible Employee may elect to defer under the Plan a portion of any Annual Bonus otherwise payable to him for the Plan Year, which amount shall be at least two percent (2%) of any such Annual Bonus and shall be in increments of one percent (1%) of any such Annual Bonus, but not in excess of one hundred percent (100%) of any such Annual Bonus, less all applicable withholdings.

        3.2  All elections to defer Annual Compensation under Plan Section 3.1 may only be made pursuant to an agreement between the Member and the Plan Sponsor which shall be in such form and subject to such rules and limitations as the Plan Administrator may prescribe and shall specify the amount of the Annual Compensation of the Member that the Member desires to defer. Once a Member has made an election for a Plan Year, the Member may revoke or modify his election to reduce the rate of future deferrals pursuant to normal administrative procedures as may be established from time to time by the Plan Administrator. Once an election has been revoked or modified, any subsequent election by the Member shall be effective pursuant to normal administrative procedures as may be established from time to time by the Plan Administrator. Notwithstanding the foregoing, no election to defer Annual Bonus may be made after the later of the last day of the performance period for which the Annual Bonus is payable or the date on which the Annual Bonus is determined.

-5-

        Matching credits under Section 3.3(a) for any Plan Year shall only be credited with respect to annual Deferral Amounts of each Member equal to the Code Section 402(g) limitation, as adjusted annually for inflation.

    (b)        Plan Sponsor contributions made pursuant to the Plan Section 3.3(a) may be made in cash or in kind including, without limitation, shares of Company Stock, at the discretion of the Plan Sponsor.

    (c)        For purposes of determining matching amounts to be credited to a Member’s Company Matching Account under Plan Section 3.3(a), all or a portion of a Member’s years of employment with a predecessor employer may be counted if at the time the individual became an Employee, or as soon as practicable thereafter, the Plan Sponsor adopts resolutions providing for the counting of such years of employment in favor of that Member or of a group or category of individuals that included the Member. The counting of any such years of employment shall be specified in those resolutions and shall be subject to such conditions, if any, provided therein. For purposes of this Section and notwithstanding any other provision of the Plan to the contrary, with respect to any Former Morrison Employee, periods of employment with Morrison Restaurants Inc. completed on or prior to the effective date of the Distributions shall be disregarded.

        3.4  No deferral or matching credits shall be made by or on behalf of any Member with respect to Annual Compensation otherwise payable to the Member by either Morrison Fresh Cooking, Inc. or Morrison Health Care, Inc. following the effective date of the distributions of the common stock of Morrison Fresh Cooking, Inc. and of the common stock of Morrison Health Care, Inc. to the stockholders of the Primary Sponsor.

SECTION 4
CREDITING ACCOUNTS

        4.1  As soon as reasonably practicable after the date of withholding by the Plan Sponsor, Deferral Amounts previously elected by a Member shall be credited to the Member’s Employee Deferred Account.

        4.2   As of the last Valuation Date of each Plan Year or any earlier Valuation Dates as may be selected by the Plan Administrator, the amounts to be credited for the applicable period pursuant to Plan Section 3.3 on behalf of a Member shall be credited to the Member’s Company Matching Account. Plan Sponsor matching contributions in the form of shares of Company Stock shall be credited to each eligible Member’s Company Stock Subaccount in the proportion that the cash which the Plan Sponsor otherwise would have credited to that Company Stock Subaccount as of the applicable Valuation Date bears to the total cash that the Plan Sponsor otherwise would have credited to all such Member’s Company Stock Subaccounts as of that Valuation Date.

        4.3   Except as otherwise provided in the Plan and Trust, as of each Valuation Date, the Trustee shall determine the net income or net loss of the Fund as hereinafter set forth.

-6-