<PAGE>

                                                                 EXHIBIT 10.5(a)

                                 AMENDMENT NO. 3
                                     TO THE
                  TGI FRIDAY'S INC. DEFERRED COMPENSATION PLAN


         WHEREAS, TGI Friday's Inc. (the "Company") maintains the TGI Friday's
Inc. Deferred Compensation Plan, effective as of January 1, 1995 (the "Plan"),
for the benefit of a select group of management and key employees; and

         WHEREAS, the Company has previously adopted two amendments to the Plan;
and

         WHEREAS, pursuant to Article XV of the Plan permitting the Company to
amend the Plan from time to time, the Company desires to further amend the Plan
in certain respects, as hereinafter provided;

         NOW THEREFORE; the Plan is hereby amended as follows, effective as of
October 1, 1999, except as otherwise provided:

         1.       Section 2.01(n) is amended to provide as follows:

                  "(n)     ENTRY DATE:  the first day of each calendar month."

         2. Effective January 1, 2000, Section 2.01(q) is amended to provide as
follows:

                  "(q)     HOUR OF EMPLOYMENT: Each hour (i) for which an
                           Employee is on an Authorized Leave of Absence or is
                           directly or indirectly paid or entitled to payment by
                           his Employer or any Affiliate for the performance of
                           duties or for reasons other than the performance of
                           duties, or (ii) for which back-pay (irrespective of
                           mitigation of damages) has been either awarded or
                           agreed to by the Employer or any Affiliate. Hours of
                           Employment shall be determined from records
                           maintained by each Employer or Affiliate; provided,
                           however, that an Employer or any Affiliate may elect
                           to determine Hours of Employment for any
                           classification of Employees which is reasonable,
                           nondiscriminatory and consistently applied, on the
                           basis that Hours of Employment include forty-five
                           (45) Hours of Employment for each week or portion
                           thereof during which an Employee is credited with one
                           (1) Hour of Employment.

                           Except to the extent otherwise permitted by the
                           Committee in its sole discretion, Hours of Employment
                           completed with an Affiliate or a Participating
                           Employer prior to the date on which such Affiliate or
                           Employer was included within a controlled group of
                           corporations (as defined in Section 414(b) of the
                           Code) which includes the Company shall not be
                           recognized under this Plan."
<PAGE>

         3. Effective January 1, 2000, Sections 2.01(ee) and (ff) are amended to
provide as follows:

                  "(ee)    SERVICE: A Participant's Service shall include both
                           (i) his period of employment with the Employers or
                           any Affiliate determined in accordance with Section
                           3.02, and (ii) any period of whole Plan Years in
                           which the Participant was employed by a Company
                           franchisee, or held a franchise from the Company.

                  (ff)     SEVERANCE FROM SERVICE: With respect to an Employee,
                           the earlier of (i) the date on which he terminates
                           his employment with the Employer, or (ii) the date of
                           his Retirement, Disability or death; provided,
                           however, that a Severance from Service shall not be
                           deemed to occur upon a transfer between Employers or
                           Affiliates."

         4. Effective January 1, 2000, the last paragraph of Section 3.01 is
revised to provide as follows:

                  "A Participant who incurs a Severance from Service and who is
                  subsequently re-employed by an Employer shall reenter the Plan
                  as a Participant on the Entry Date next following such
                  reemployment, but only if (i) he continues to qualify as a Key
                  Employee and (ii) prior to such date he shall have again
                  undertaken the actions specified in Section 3.03 hereof. In
                  the event that a Participant shall cease to qualify as a Key
                  Employee, his Participation shall thereupon cease but he shall
                  continue to accrue Service hereunder during the period of his
                  continued employment with the Employer or any Affiliate."

         5. For the 1999 Plan year, the Additional Matching Contribution
provided pursuant to Section 4.01(c) shall be credited to those Key Employees
who are employed on the last day of the Plan year, without regard to the number
of Hours of Employment completed in such year. Effective January 1, 2000,
Sections 4.01(b) and (c) are amended in their entirety to provide as follows:

         4.01

         "(b)     MATCHING CONTRIBUTION. For each Year, each Employer shall
                  credit a Matching Employer Contribution equal to fifty per
                  cent (50%) of each Key Employee's Savings Contributions (but
                  not to exceed a Savings Contribution equal to 6% of base
                  salary reduced by the maximum permitted salary reduction for
                  the Year under the FYI Plan).

         (c)      ADDITIONAL MATCHING CONTRIBUTION. In addition, for each Year,
                  each Employer may credit an additional Matching Employer
                  Contribution equal to fifty per cent (50%) of Savings
                  Contributions in excess of 6% of base salary, but not to
<PAGE>

                  exceed 10% of base salary (reduced by the maximum permitted
                  salary reduction for the Year under the FYI Plan), to be
                  credited only to those Key Employees who are employed on the
                  last day of the Plan year."

         6. To correct a scrivener's error, and effective January 1, 1998,
Section 4.01 of the Plan shall be amended by inserting Section 4.01(d), to be
and read as follows:

         "(d)     LTIP DEFERRALS -- The LTIP provides that certain amount
                  derived from conversion of a Participant's LTIP Units to a
                  fixed dollar amount will be transferred to the Participant's
                  Account under this Plan. Such amounts will be credited to an
                  account for the Participant identified as Account B."

         7. For the 1999 Plan year, the Additional Matching Contribution
provided pursuant to Section 5.01(b) shall be credited to those General Managers
who are employed on the last day of the Plan year, without regard to the number
of Hours of Employment completed in such year. Effective January 1, 2000,
Section 5.01(b) of the Plan is amended in its entirety to provide as follows:

         "(b)     ADDITIONAL MATCHING CONTRIBUTION -- For each Year, each
                  Employer shall credit a Matching Employer Contribution equal
                  to fifty percent (50%) of each General Manager's Savings
                  Contributions (but not to exceed a Savings Contribution equal
                  to 6% of total bonuses). In addition, for each Year, each
                  Employer may credit an additional Matching Employer
                  Contribution equal to fifty per cent (50%) of General
                  Manager's Savings Contributions in excess of 6% of total
                  bonuses, but not to exceed 10% of total bonuses, to be
                  credited only to those General Managers who are employed on
                  the last day of the Plan year."

         8. Effective January 1, 2000, if a Participant has an Hour of
Employment subsequent to January 1, 2000, the vesting table in Section 7.02 of
the Plan is deleted, and the following vesting table is inserted in lieu
thereof:

<TABLE>
<CAPTION>
         Years of Service                       Vested Percentage              Forfeited Percentage

<S>                                                     <C>                          <C>
         Less than 1                                    0%                           100%
         1 but less than 2                              25%                           75%
         2 but less than 3                              50%                           50%
         3 but less than 4                              75%                           25%
         4 or more                                      100%                           0%
</TABLE>
<PAGE>

         9. Section 7.03 ELECTION OF IN-SERVICE PAYMENT OF BENEFITS, is deleted
and the following substituted in lieu thereof:

                  "7.03    ELECTION OF IN-SERVICE PAYMENTS.

                  (a)      EMPLOYER CONTRIBUTION ACCOUNT AND SAVINGS
                           CONTRIBUTION ACCOUNT. Upon the initial enrollment of
                           each Participant in the Plan, a one-time election
                           shall be available to direct that all or a portion of
                           the vested percentage of the Participant's Employer
                           Contribution Account and/or Savings Contribution
                           Account be paid in a lump sum on the date certain
                           that is at least three (3) years after such
                           enrollment, if it occurs earlier than the date
                           otherwise determined for payment of benefits under
                           Sections 7.01 and 7.02 hereof. Such election shall be
                           irrevocable. If a Participant elects in-service
                           payment of his Employer Contribution Account and/or
                           Savings Contribution Account, in order to continue to
                           participate in the Plan subsequent to the date of
                           payment, such Participant shall be required to
                           complete a new salary and/or bonus reduction
                           agreement in accordance with the provisions of
                           Sections 3.03, 4.02 and 5.02 of the Plan, as
                           applicable. Except as provided herein and in Sections
                           7.03(b), 10.01, 10.02 and 10.03, no election for
                           in-service payment of benefits shall be available.

                  (b)      ACCOUNT B. Upon the initial crediting of amounts to a
                           Participant's Account B, representing LTIP Units
                           transferred to the Plan, a Participant may make an
                           election to receive a distribution of all or a
                           portion of the Participant's Account B on a date (or
                           dates) certain that is at least three (3) years after
                           such initial crediting, if it occurs earlier than the
                           date otherwise determined for payment of benefits
                           from Account B under Section 11.01 hereof. Except as
                           set forth in Section 10.03, such election shall be
                           irrevocable. After the initial crediting of amounts
                           to a Participant's Account B, no election for
                           in-service payment of Account B shall be available
                           except as set forth in Sections 10.01 and 10.03."

         10. Effective January 1, 2000, Section 7.04(b) is amended to provide as
follows:

                  "(b)     FORFEITURES. Upon a Participant's or former
                           Participant's Severance from Service for any reason
                           other than Retirement, death, or Disability, he shall
                           immediately forfeit that portion of his Account to
                           which he is not entitled under Section 7.02."
<PAGE>

         11. The first sentence of Section 7.05 is deleted, and the following is
inserted in lieu thereof:

                  "For purposes of Sections 7.01 and 7.02, the amount credited
         to the Accounts of a Participant on the books of the Company shall be
         determined by the Committee as of the Valuation Date immediately
         preceding the day on which benefit payment is made."

         12. Section 10.03, VOLUNTARY WITHDRAWALS, is deleted and the following
Section 10.03 is inserted in lieu thereof to provide as follows:

                  "10.03 IRREVOCABLE PAYMENT ELECTIONS. A Participant may at any
         time make an irrevocable election, effective as of the next Entry Date,
         to have all or a portion of the vested percentage of the balance in his
         Employer Contribution Account, Savings Contribution Account and/or
         Account B, paid to him on a fixed date (or dates) specified in such
         election, each of which is at least three (3) years following such
         Entry Date (unless his termination of employment should occur in the
         interim, in which case his vested Account would be paid in accordance
         with the provisions of Section 11.02). The amount of the payment
         pursuant to the irrevocable election shall be determined based upon the
         Valuation Date immediately preceding the date specified.

                  Participants who, upon their initial enrollment in the Plan,
         made an election to receive a lump sum distribution of the entire
         vested percentage of their Accounts on a date certain, which date is on
         or after January 1, 2000, shall be permitted to rescind such elections
         no later than October 31, 1999, by delivery of an irrevocable notice of
         rescission in writing to the Plan Committee. Absent a rescission of
         such election, the provisions of the Plan in force at the time of their
         enrollment elections shall continue to apply with respect to their date
         certain elections."

         13. The first sentence of Section 11.02, FORM OF BENEFIT, is deleted,
and the following sentence is inserted in lieu thereof:

                  "11.02 FORM OF BENEFIT. Except for (i) date certain in-service
         payment elections under Section 7.03, (ii) hardship withdrawals under
         Section 10.01, or (iii) irrevocable payment elections under Section
         10.03, the form of payment shall be determined based upon the amount
         credited to the Participant's or former Participant's Accounts as of
         the close of business on the last business day preceding the day on
         which the benefit payment commences as set forth below."
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Amendment No. 3 to the
TGI Friday's Inc. Deferred Compensation Plan to be executed as of October 1,
1999, by its duly authorized officer.

                                       TGI FRIDAY'S INC.



                                       By:    /s/ Leslie Sharman
                                          -------------------------------------
                                       Name:      Leslie Sharman
                                            -----------------------------------
                                       Title:   Vice President - General Counsel
                                             ----------------------------------



ATTEST:


   /s/  Jean N. Jacquemetton
--------------------------------