FOURTH AMENDMENT TO
                          THE MORRISON RETIREMENT PLAN

         THIS FOURTH AMENDMENT is made on the 21 day of March, 2002, by RUBY
TUESDAY, INC., a corporation duly organized and existing under the laws of
Georgia (the "Primary Sponsor").

                              W I T N E S S E T H:

         WHEREAS, the Primary Sponsor maintains the Morrison Retirement Plan
(the "Plan"), which was last amended and restated under an indenture dated
October 21, 1994.

         WHEREAS, the Primary Sponsor desires to amend the Plan to incorporate
provisions required by the Community Renewal Tax Relief Act of 2000.

         NOW, THEREFORE, the Primary Sponsor does hereby amend the Plan,
effective as of July 1, 2001, by deleting existing Section 1.6(b) in its
entirety and by substituting therefor the following:

                  "(b) for all purposes under the Plan, 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 Section 125, 132(f)(4), 402(e)(3), 402(h)
         or 457 of the Code;"

         Except as specifically provided herein, the Plan shall remain in full
force and effect as prior to this Fourth Amendment.

         IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be executed on the date and year first written above.


                                         RUBY TUESDAY, INC.

                                         By: Sandy Beall
                                            --------------------

                                         Title:   Chairman & CEO
                                            --------------------
ATTEST:


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

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

         [CORPORATE SEAL]