Exhibit 1

AMENDED AND RESTATED GROUP AGREEMENT

This AMENDED AND RESTATED GROUP AGREEMENT is made as of June 16, 2011 (this “Agreement”), by and among (i) Becker Drapkin Management, L.P. (“BD Management”); Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BD Partners III, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin (together, the “BD Parties”), (ii) Double Black Diamond Offshore Ltd.; Black Diamond Offshore Ltd.; Carlson Capital, L.P. (“Carlson Capital”); Asgard Investment Corp.; and Clint D. Carlson (together, the “Carlson Parties”) and (iii) Michael Brodsky (collectively with the BD Parties and the Carlson Parties, the “Group”).

WHEREAS, certain of the undersigned are stockholders, direct and/or beneficial, of stock of Ruby Tuesday, Inc., a Georgia corporation (the “Company”); and

WHEREAS, certain of the BD Parties and the Carlson Parties entered into that certain Group Agreement dated May 13, 2011 (the “Original Agreement” and such date, the “Original Date”); and

WHEREAS, the parties hereto wish to amend and restate the terms of the Group Agreement in their entirety to add BD Partners III, L.P. and Michael Brodsky to the Group and further set forth the parties’ binding agreement with respect to their investments in, and activities related to, the Company and its Securities (as defined below);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, covenant and agree as follows:

1.   (a) The BD Parties, the Carlson Parties and Michael Brodsky agree to (i) coordinate their actions with respect to any discussions with the Company regarding the Company’s assets, business, capitalization, corporate governance, financial condition or operations and (ii) generally consult with each other regarding all purchases and sales of Securities of the Company by them or  their affiliates. “Securities” shall mean equity securities of the Company, options to purchase or sell equity securities of the Company, and swaps, synthetics and other derivative securities or instruments, the value of which is solely and directly related to equity securities of the Company.

(b) Furthermore, so long as this Agreement is in effect, (i) none of the parties shall acquire Securities of the Company if as a result the Group would be deemed to have beneficial ownership of 10% or more of any class of the outstanding equity of the Company without the prior agreement of BD Management, or its representatives, and Carlson Capital, or its representatives, and (ii) each of the BD Parties, the Carlson Parties and Michael Brodsky shall provide written notice to the others of (x) all of its purchases or sales of Securities of the Company; and (y) any Securities of the Company over which it acquires or disposes of beneficial ownership, no later than 24 hours after each such transaction.

2.Each of the BD Parties and the Carlson Parties shall pay its pro rata portion of all expenses, including legal expenses, incurred in connection with the Group’s activities based on its relative Security ownership, except that each party shall be subject to its own expenses for any regulatory filings (including without limitation any filing with the Securities and Exchange Commission required by Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended) reporting ownership of Securities.

3.Each member of the Group agrees that any filing with the Securities and Exchange Commission (including without limitation any filing required by Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended), 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 shall be jointly approved by the BD Parties and the Carlson Parties, as the case may be, which approval shall not be unreasonably withheld or delayed.

4.The relationship of the parties hereto shall be limited to carrying on the activities 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 activities 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.  Except as otherwise expressly provided herein, nothing herein shall restrict any party’s right to purchase or sell Securities, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.  Each member of the Group retains sole discretion over acquisitions and dispositions of, and voting authority over, the Securities that such member of the Group holds or beneficially owns.

5.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.

6.This Agreement shall be interpreted in accordance with and governed by the laws of the State of New York.  If any provision of this Agreement would be invalid under applicable law, then such provision shall be deemed modified to the extent necessary to render it valid while most nearly preserving its original intent.  In the event of any dispute among the parties hereto 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.

7.Any party hereto may terminate his/its obligations under this Agreement on 24 hours written notice to all other parties.  This Agreement will automatically terminate on the date that is 30 days after the date that no member of the Group owns any Securities of the Company.  Notwithstanding the foregoing, the obligations of the Carlson Parties under paragraph 8 shall survive termination pursuant to this paragraph 7.

8.Carlson Capital agrees to pay BD Management 10% of any realized gains on Securities directly held or beneficially owned by any Carlson Party or affiliate thereof and acquired prior to the termination of this Agreement (a) net of brokerage expenses and all expenses allocable to the Carlson Parties pursuant to this Agreement, or otherwise incurred by the Carlson Parties in connection with the Carlson Parties' investment in the Securities and (b) as adjusted positively or negatively for any realized gain or realized loss on any hedging arrangement relating to the Securities, provided that (x) in no event shall BD Management be required to make any payment to Carlson Capital pursuant to this paragraph 8 and (y) for purposes of this paragraph 8, the original purchase price for any Securities acquired by a Carlson Party or affiliate thereof prior to the Original Date shall be deemed to be the last reported sale price of such Security as of the Original Date reported by the principal exchange on which such Security is traded.  For the avoidance of doubt, dividends paid with respect to Securities are included in “realized gains” for purposes of this Agreement.  Carlson Capital shall timely provide BD Management an accounting of the required calculations under this paragraph 8 if so requested by BD Management.  Nothing contained in this paragraph 8 shall obligate any member of the Group to make any payment to Michael Brodsky or obligate Michael Brodsky to make any payment to any other member of the Group.

9.Each of the parties hereto agrees that this Agreement shall be filed as an exhibit to a Schedule 13D filed by the BD Parties, Carlson Parties and/or Michael Brodsky.  Each of the parties hereto acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

10.This Agreement shall be binding upon, in the case of the Carlson Parties and the BD Parties, any affiliated funds, or in the case of the other parties hereto, any affiliated person, who becomes or may be deemed to have become the beneficial owner of any Securities, unless otherwise terminated by such affiliated person.  Except as otherwise set forth in this Agreement, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.  No party hereto may assign any of its rights or obligations under this Agreement to any person without the prior written consent of the other parties hereto. This Agreement supersedes any prior written agreements among the parties, including but not limited to the Original Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each of the parties hereto has caused this Amended and Restated Group Agreement to be executed as of the date first written above.

DOUBLE BLACK DIAMOND OFFSHORE LTD.
By:		Carlson Capital, L.P., its investment manager
			By:	/s/ Clint D. Carlson
				Name: Clint D. Carlson
				Title: President
BLACK DIAMOND OFFSHORE LTD.
By:		Carlson Capital, L.P., its investment manager
			By:	/s/ Clint D. Carlson
				Name: Clint D. Carlson
				Title: President
CARLSON CAPITAL, L.P.
		By:	/s/ Clint D. Carlson
			Name: Clint D. Carlson
			Title: President
ASGARD INVESTMENT CORP.
By:		/s/ Clint D. Carlson
		Name: Clint D. Carlson
		Title: President
CLINT D. CARLSON
	/s/ Clint D. Carlson
BECKER DRAPKIN MANAGEMENT, L.P.
By:		BC Advisors, LLC, its general partner
		By:	/s/ Steven R. Becker
			Name: Steven R. Becker
			Title: Co-managing Member
BECKER DRAPKIN PARTNERS (QP), L.P.
By:		Becker Drapkin Management, L.P., its general partner
		By:	BC Advisors, LLC, its general partner
			By:	/s/ Steven R. Becker
				Name: Steven R. Becker
				Title: Co-managing Member
BECKER DRAPKIN PARTNERS, L.P.
By:		Becker Drapkin Management, L.P., its general partner
		By:	BC Advisors, LLC, its general partner
			By:	/s/ Steven R. Becker
				Name: Steven R. Becker
				Title: Co-managing Member
BD PARTNERS III, L.P.
By:		Becker Drapkin Management, L.P., its general partner
		By:	BC Advisors, LLC, its general partner
			By:	/s/ Steven R. Becker
				Name: Steven R. Becker
				Title: Co-managing Member
BC ADVISORS, LLC
By:		/s/ Steven R. Becker
		Name: Steven R. Becker
		Title: Co-managing Member
STEVEN R. BECKER
	/s/ Steven R. Becker
MATTHEW A. DRAPKIN
	/s/ Matthew A. Drapkin

MICHAEL BRODSKY
	/s/ Michael Brodsky