FIRST AMENDMENT TO THE
                     RUBY TUESDAY, INC. SALARY DEFERRAL PLAN

         THIS FIRST AMENDMENT is made as of this 11 of February, 2002, by RUBY
TUESDAY, INC., a corporation duly organized and existing under the laws of the
state of Georgia (the "Corporation").

                                   WITNESSETH

         WHEREAS, the Corporation maintains the Ruby Tuesday, Inc. Salary
Deferral Plan (the "Plan"), which was last amended and restated on April 9,
2001.

         WHEREAS, the Corporation now desires to amend the Plan to reflect
changes required by the Community Renewal Tax Relief Act of 2000.

         NOW, THEREFORE, the Corporation does hereby amend the Plan, effective
January 1, 2001, by deleting Plan Section 1.3(d) in its entirety and by
substituting therefor the following:

                  "(d) for all purposes under the Plan, except as provided in
         Subsection (e) of this Section, Annual Compensation shall include any
         amount which would have been paid during a Plan Year, but was
         contributed by a Plan Sponsor on behalf of an Employee pursuant to a
         salary reduction agreement which is not includable in the gross income
         of the Employee under Code Section 125, 132(f)(4), 402(g)(3), or 457;
         and"

         Except as specifically amended hereby, the Plan shall remain in full
force and effect as prior to this First Amendment.

         IN WITNESS WHEREOF, the Corporation has caused this First Amendment to
be executed on the day and year first above written.


                                            RUBY TUESDAY, INC.

                                            By:      Sandy Beall
                                               -------------------------
                                            Title: Chairman & CEO

ATTEST:

By:      Daniel T Cronk
   ---------------------------------

Title:   Secretary
      --------------------------------------

         [CORPORATE SEAL]