FIRST AMENDMENT TO THE
                          RESTATED (SEPTEMBER 30, 1999)
                  RUBY TUESDAY, INC. 1996 STOCK INCENTIVE PLAN


         THIS FIRST  AMENDMENT is made as of October 5, 2000,  by RUBY  TUESDAY,
INC.,  a  corporation  organized  and  existing  under  the laws of the State of
Georgia (hereinafter called the "Company").


                              W I T N E S S E T H:


         WHEREAS,  the  Company  maintains  the Ruby  Tuesday,  Inc.  1996 Stock
Incentive Plan (the "Plan"), restated as of September 30, 1999.

         WHEREAS,  as a result of the  two-for-one  stock split  effected by the
Company as of May 19,  2000,  the total  number of shares  reserved for issuance
pursuant to the Plan is now 12,000,000.

         WHEREAS, the Company wishes to amend the Plan primarily to increase the
per  employee  limit on the  number of shares of stock  that may be  subject  to
options or stock  appreciation  rights granted to a single  employee  during any
fiscal year of the Company.

         WHEREAS,  the Board of Directors  of the Company has duly  approved and
authorized this amendment to the Plan.

         NOW, THEREFORE,  the Company does hereby amend the Plan, effective upon
approval of the Company's  shareholders at the Company's fiscal year 2000 Annual
Meeting of  Shareholders,  by deleting  the last  sentence of Section 2.4 in its
entirety and by substituting therefor the following:

         "To the extent  required under Code Section 162(m) and the  regulations
         issued   thereunder  for   compensation  to  be  treated  as  qualified
         performance-based  compensation,  the maximum number of shares of Stock
         with  respect to which  Options  and Stock  Appreciation  Rights may be
         granted during any fiscal year of the Company to any Participant who is
         an employee (a "Covered  Employee") may not exceed 750,000,  subject to
         adjustment in accordance with Section 5.2. In applying this limitation,
         if an Option  or Stock  Appreciation  Right,  or any  portion  thereof,
         granted to an employee is cancelled  or repriced  for any reason,  then
         the shares of Stock  attributable  to such  cancellation  or  repricing
         either shall continue to be counted as an outstanding grant or shall be
         counted  as a new  grant,  as the  case  may be,  against  the  Covered
         Employee's individual limit for the applicable fiscal year."

         The adoption of the First  Amendment is  conditioned  upon, and subject
to, the approval of the First Amendment by the stockholders of the Company

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

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

                                 RUBY TUESDAY, INC.

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

Attest:

By: _______________________________
         Daniel T. Cronk
Secretary

         [CORPORATE SEAL]