Exhibit 99.2


                     JOINT FILING AND SOLICITATION AGREEMENT

      WHEREAS,   certain  of  the  undersigned  are   stockholders,   direct  or
beneficial, of Luby's, Inc., a Delaware corporation (the "Company");

      WHEREAS,  Starboard  Value and  Opportunity  Master  Fund  Ltd.,  a Cayman
Islands  exempted  company  ("Starboard"),   Parche,  LLC,  a  Delaware  limited
liability company ("Parche"),  RCG Starboard  Advisors,  LLC, a Delaware limited
liability  company,  Ramius Capital Group,  L.L.C., a Delaware limited liability
company ("Ramius  Capital"),  C4S & Co.,  L.L.C.,  a Delaware limited  liability
company, Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon,
Stephen  Farrar,  Matthew Q.  Pannek,  William J. Fox and Brion G. Grube wish to
form a group for the purpose of seeking representation on the Board of Directors
of the Company at the 2008 annual meeting of stockholders of the Company, or any
other  meeting  of  stockholders  held in lieu  thereof,  and any  adjournments,
postponements,   reschedulings  or  continuations   thereof  (the  "2008  Annual
Meeting")  and for the purpose of taking all other  action  necessary to achieve
the foregoing.

      NOW, IT IS AGREED, this 17th day of October 2007 by the parties hereto:

      1. In accordance with Rule 13d-1(k)(1)(iii)  under the Securities Exchange
Act  of  1934,  as  amended  (the  "Exchange  Act"),  each  of  the  undersigned
(collectively, the "Group") agrees to the joint filing on behalf of each of them
of statements on Schedule 13D, and any amendments  thereto,  with respect to the
securities of the Company. Each member of the Group shall be responsible for the
accuracy  and  completeness  of  his/its  own  disclosure  therein,  and  is not
responsible for the accuracy and completeness of the information  concerning the
other  members,  unless  such  member  knows or has  reason  to know  that  such
information is inaccurate.  Ramius Capital or its  representative  shall provide
each  member of the Group with  copies of all  Schedule  13D  filings  and other
public  filings to be filed on behalf of such  member at least 24 hours prior to
the filing or submission thereof.

      2. So long as this agreement is in effect,  each of the undersigned  shall
provide  written  notice to  Olshan  Grundman  Frome  Rosenzweig  & Wolosky  LLP
("Olshan") of (i) any of their  purchases or sales of securities of the Company;
or (ii) any  securities  of the  Company  over which they  acquire or dispose of
beneficial  ownership.  Notice  shall be given no later than 24 hours after each
such transaction.

      3. Each of the  undersigned  agrees to form the Group for the  purpose  of
soliciting proxies or written consents for the election of the persons nominated
by the Group to the Board of Directors of the Company at the 2008 Annual Meeting
and for the purpose of taking all other actions incidental to the foregoing.

      4. Starboard and Parche shall have the right to  pre-approve  all expenses
incurred in connection with the Group's activities and agree to pay directly all
such  pre-approved  expenses on a pro rata basis  between  Starboard  and Parche
based on the  number of Shares in the  aggregate  beneficially  owned by each of
Starboard and Parche on the date hereof.




      3. Each of the  undersigned  agrees that any SEC filing,  press release or
stockholder  communication  proposed  to be made or  issued  by the Group or any
member of the  Group in  connection  with the  Group's  activities  set forth in
Section 4 shall be first  approved by Ramius  Capital,  or its  representatives,
which approval shall not be unreasonably withheld.

      6. The  relationship of the parties hereto shall be limited to carrying on
the business of the Group in accordance with the terms of this  Agreement.  Such
relationship  shall be  construed  and  deemed  to be for the  sole and  limited
purpose of carrying on such business as described  herein.  Nothing herein shall
be construed to authorize  any party to act as an agent for any other party,  or
to create a joint venture or partnership,  or to constitute an  indemnification.
Nothing herein shall  restrict any party's right to purchase or sell  securities
of the Company, as he/it deems appropriate, in his/its sole discretion, provided
that all such sales are made in compliance with all applicable securities laws.

      7. This Agreement may be executed in counterparts,  each of which shall be
deemed an original and all of which,  taken together,  shall  constitute but one
and the same instrument, which may be sufficiently evidenced by one counterpart.

      8. In the  event of any  dispute  arising  out of the  provisions  of this
Agreement or their  investment in the Company,  the parties  hereto  consent and
submit to the  exclusive  jurisdiction  of the Federal  and State  Courts in the
State of New York.

      9. Any party hereto may terminate his/its obligations under this Agreement
on 24 hours' written  notice to all other parties,  with a copy by fax to Steven
Wolosky at Olshan, Fax No. (212) 451-2222.

      10. Each party  acknowledges that Olshan shall act as counsel for both the
Group and Ramius Capital and its affiliates  relating to their investment in the
Company.

      11. Each of the  undersigned  parties  hereby  agrees that this  Agreement
shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii)
under the Exchange Act.


                                       2


      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed as of the day and year first above written.

PARCHE, LLC                                    RCG STARBOARD ADVISORS, LLC
By: RCG Starboard Advisors, LLC,               By: Ramius Capital Group, L.L.C.,
    its managing member                            its sole member

STARBOARD VALUE AND OPPORTUNITY                RAMIUS CAPITAL GROUP, L.L.C.
MASTER FUND LTD.                               By: C4S & Co., L.L.C.,
By: RCG Starboard Advisors, LLC,               as managing member
    its investment manager
                                               C4S & CO., L.L.C.

                           By: /s/ Jeffrey M. Solomon
                               ---------------------------
                               Name: Jeffrey M. Solomon
                               Title: Authorized Signatory


/s/ Jeffrey M. Solomon
---------------------------
JEFFREY M. SOLOMON
As attorney-in-fact for Peter A.
Cohen, Morgan B. Stark and Thomas W.
Strauss


/s/ Jeffrey C. Smith
---------------------------
JEFFREY C. SMITH
As attorney-in-fact for Stephen Farrar,
Matthew Q. Pannek, William J. Fox and
Brion G. Grube