RUBY TUESDAY INC
1ST AMEND. EXECUTIVE SUPPLEMENTAL PENSION PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10_42.txt
<DESCRIPTION>1ST AMEND. EXECUTIVE SUPPLEMENTAL PENSION PLAN
<TEXT>
2


     FIRST AMENDMENT TO THE RUBY TUESDAY, INC. EXECUTIVE SUPPLEMENTAL PENSION
     PLAN


     THIS FIRST AMENDMENT is made as of this 9th day of April, 2001, by RUBY
     TUESDAY, INC. (the "Primary Sponsor"), a corporation organized and existing
     under the laws of the State of Georgia.

     W I T N E S S E T H:

     WHEREAS, the Primary Sponsor maintains the Ruby Tuesday, Inc. Executive
     Supplemental Pension Plan (the "Plan"), which was established by indenture
     effective as of June 1, 1983, and which was last amended and restated by
     indenture effective July 1, 1999.

     WHEREAS, the Primary Sponsor desires to amend the Plan to provide an
     enhanced early retirement window opportunity to certain eligible employees,
     as described herein.

     WHEREAS, the amendments effected hereby have been approved by the Board of
     Directors of the Primary Sponsor.

     NOW, THEREFORE, the Plan is hereby amended, effective as of April 1, 2001,
     as follows:

     1. By adding a new Subsection (d) to Section 4.02, as follows:

     "(d) 2001 Early Retirement Window. A Participant holding the position of
     Senior Vice President or above, other than the position of Chief Executive
     Officer (each, an `Executive Officer Position'), as of April 1, 2001 who is
     designated in writing by the Chief Executive Officer of the Company as
     eligible for the early retirement opportunity provided by this Subsection
     (d) may commence receiving benefits pursuant to this Subsection (d) if the
     Participant resigns from each and every Executive Officer Position held by
     the Participant effective on or before August 1, 2001 (such a Participant
     is referred to herein as a `Subsection (d) Participant'). Notwithstanding
     any other provision of the Plan to the contrary, a Subsection (d)
     Participant may commence receiving benefits from the Plan pursuant to this
     Section 4.02(d) effective as of the first day of the month following the
     effective date of his or her resignation from the last Executive Officer
     Position held by the Subsection (d) Participant. The Accrued Benefit will
     be determined in accordance with Section 3.01, with the following
     exceptions: (1) only Annual Base Salary paid through the effective date of
     the Subsection (d) Participant's resignation from the last Executive
     Officer Position held by the Subsection (d) Participant prior to August 1,
     2001 shall be taken into account; regardless of whether the Subsection (d)
     Participant continues in the employ of the Company or any of its
     subsidiaries following such resignation or is subsequently rehired by the
     Company or any of its subsidiaries; and (2) the Subsection (d)
     Participant's Continuous Service shall be deemed to be thirty (30) years.
     The benefits payable pursuant to this Section 4.02(d) will not be subject
     to actuarial reduction and will be payable in accordance with all of the
     remaining provisions of the Plan to the extent not inconsistent with the
     express provisions of this Subsection (d)."


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

     IN WITNESS WHEREOF, the Primary Sponsor has caused this First Amendment to
     be executed as of the day and year first above written.


                                        RUBY TUESDAY, INC.


                                        By:/s/ Samuel E. Beall, III
                                               Samuel E. Beall, III
                                               Chairman and
                                               Chief Executive Officer


     [CORPORATE SEAL]


     ATTEST:

     /s/ Daniel T. Cronk
     Daniel T. Cronk
     Secretary


     ::ODMA\PCDOCS\ATL\470782\1
     1stAmend99RestatedESP-0401


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</DOCUMENT>
