FIRST AMENDMENT TO THE MORRISON HEALTH CARE, INC.
     EXECUTIVE SUPPLEMENTAL PENSION PLAN

     THIS FIRST AMENDMENT is made on this 31st day of
December, 1996, by MORRISON HEALTH CARE, 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 Morrison
Health Care, Inc. Executive Supplemental Pension Plan (the
"Plan"), which was established by indenture dated March 7,
1996;

     WHEREAS, Ruby Tuesday, Inc. is the successor to
Morrison Restaurants, Inc. which effected that certain plan
of distribution involving the distribution to its
stockholders of all of the outstanding shares of common
stock, respectively, of Morrison Fresh Cooking, Inc. and
Morrison Health Care, Inc. (the "Distributions"); and

     WHEREAS, the Primary Sponsor desires to amend the Plan
primarily to clarify how the distributions will affect Plan
participation by certain former employees of Morrison
Restaurants Inc. who did not continue in the employment of
Morrison Health Care, Inc. immediately following the
Distributions;

     NOW, THEREFORE, the Plan is hereby amended, effective
immediately, as follows:

1.    By adding a new final clause to the final paragraph 
      of Section 1.6, as follows:

      "; provided, however, Continuous Service shall not
      include any period of employment by a Former Morrison
      Employee with MRI or any of its affiliates completed on or
      prior to the effective date of the Distributions."

2.    By adding a new final clause to the final sentence of Section
      1.9, as follows:

      "; provided, however, with respect to any Former
      Morrison Employee, Annual Base Salary shall not include any
      amounts paid by MRI or any of its affiliates during a
      calendar year commencing prior to the effective date of the
      Distributions."

3.    By adding a new Section 1.6A, as follows:

      "1.6A  `Distributions' means the distributions by
      MRI to its stockholders of all of the outstanding shares of
      common stock, respectively, of Morrison Fresh Cooking, Inc.
      and Morrison Health Care, Inc."

4.    By adding a new Section 1.9A, as follows:

      "1.9A  `Former Morrison Employee' means an employee of
      MRI at any time prior to the effective date of
      the Distributions who did not continue in the employ of
      Morrison Health Care, Inc. immediately after the
      Distributions, but who subsequently has been hired by
      Morrison Health Care, Inc."

5.    By adding a new final clause to the final sentence of
      Section 2.1, as follows:

      "; provided, however, the salary and years of service
      of a Former Morrison Employee completed with MRI or any of
      its affiliates prior to the Spinoff Date shall be
      disregarded."

     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.


                              MORRISON HEALTH CARE, INC.


                              By:/s/ Glenn Davenport
                                     Glenn Davenport  
                              Title: President and CEO
   
ATTEST:

By:/s/ John E. Fountain
       John E. Fountain
Title: Secretary

     [CORPORATE SEAL]