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                                EXHIBIT 10.9 (A)






                        PERKINS FAMILY RESTAURANTS, L.P.
                           DEFERRED COMPENSATION PLAN


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                        PERKINS FAMILY RESTAURANTS, L.P.
                           DEFERRED COMPENSATION PLAN


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                          Page
<S>              <C>                                                                             <C>
ARTICLE 1        Definitions................................................................       1
   1.1           Account....................................................................       1
   1.2           Administrator..............................................................       1
   1.3           Beneficiary................................................................       1
   1.4           Board......................................................................       1
   1.5           Bonus......................................................................       1
   1.6           Code.......................................................................       1
   1.7           Compensation...............................................................       2
   1.8           Deferrals..................................................................       2
   1.9           Deferral Election..........................................................       2
   1.10          Disability.................................................................       2
   1.11          Discretionary Contribution.................................................       2
   1.12          Effective Date.............................................................       2
   1.13          Eligible Employee..........................................................       2
   1.14          Employee...................................................................       2
   1.15          Employer...................................................................       2
   1.16          Enrollment Period..........................................................       2
   1.17          Investment Fund or Funds...................................................       3
   1.18          Long Term Incentive Bonus..................................................       3
   1.19          Matching Contribution......................................................       3
   1.20          Participant................................................................       3
   1.21          Plan.......................................................................       3
   1.22          Plan Year..................................................................       3
   1.23          Retirement.................................................................       3
   1.24          Salary.....................................................................       3
   1.25          Trust......................................................................       3
   1.26          Trustee....................................................................       4
   1.27          Years of Service...........................................................       4

ARTICLE 2        Participation..............................................................       4
   2.1           Designation as Eligible Employee...........................................       4
   2.2           Commencement of Participation..............................................       4
   2.3           Loss of Eligible Employee Status ..........................................       5

ARTICLE 3        Contributions..............................................................       5
   3.1           Deferrals..................................................................       5
   3.2           Matching Contribution......................................................       6
</TABLE>


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<TABLE>
<CAPTION>
Section                                                                                          Page
<S>              <C>                                                                             <C>
   3.3           Discretionary Contribution.................................................       6
   3.4           Time of Contributions......................................................       7
   3.5           Form of Contributions......................................................       7

ARTICLE 4        Vesting....................................................................       7
   4.1           Vesting of Deferrals.......................................................       7
   4.2           Vesting of Matching and Discretionary Contributions........................       8
   4.3           Amounts Not Vested.........................................................       8
   4.4           Change in Control..........................................................       8

ARTICLE 5        Accounts...................................................................       9
   5.1           Accounts...................................................................       9
   5.2           Investments, Gains and Losses..............................................      10
   5.3           Forfeitures................................................................      11

ARTICLE 6        Distributions..............................................................      11
   6.1           Distribution Election......................................................      11
   6.2           Payment Options............................................................      11
   6.3           Commencement of Payment upon Death, Disability or Termination..............      13
   6.4           Minimum Distribution.......................................................      13
   6.5           Early Distribution and Penalty.............................................      13

ARTICLE 7        Beneficiaries..............................................................      14
   7.1           Beneficiaries..............................................................      14
   7.2           Lost Beneficiary...........................................................      14

ARTICLE 8        Funding....................................................................      15
   8.1           Prohibition Against Funding................................................      15
   8.2           Deposits in Trust..........................................................      15
   8.3           Indemnification of Trustee.................................................      15
   8.4           Withholding of Employee Contributions......................................      16

ARTICLE 9        Claims Administration......................................................      16
   9.1           General....................................................................      16
   9.2           Claim Review...............................................................      16
   9.3           Right of Appeal............................................................      17
   9.4           Review of Appeal...........................................................      17
   9.5           Designation................................................................      17
   9.6           Arbitration................................................................      17

ARTICLE 10       General Provisions.........................................................      17
   10.1          Administrator..............................................................      17
   10.2          No Assignment..............................................................      18
   10.3          No Employment Rights.......................................................      19
   10.4          Incompetence...............................................................      19
</TABLE>



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<TABLE>
<CAPTION>
Section                                                                                          Page
<S>              <C>                                                                             <C>
   10.5          Identity...................................................................      19
   10.6          Other Benefits.............................................................      19
   10.7          No Liability...............................................................      19
   10.8          Expenses...................................................................      20
   10.9          Insolvency.................................................................      20
   10.10         Amendment and Termination..................................................      20
   10.11         Employer Determinations....................................................      20
   10.12         Construction...............................................................      21
   10.13         Governing Law..............................................................      21
   10.14         Severability...............................................................      21
   10.15         Headings...................................................................      21
   10.16         Terms......................................................................      22
</TABLE>



<PAGE>   5


                        PERKINS FAMILY RESTAURANTS, L.P.
                           DEFERRED COMPENSATION PLAN


         Perkins Family Restaurants, L.P., a Delaware Limited Partnership, or
its successor (the "Employer"), hereby adopts the Perkins Family Restaurants,
L.P. Deferred Compensation Plan (the "Plan") for the benefit of a select group
of management or highly compensated employees. This Plan is an unfunded
arrangement and is intended to be exempt from the participation, vesting,
funding, and fiduciary requirements set forth in Title I of the Employee
Retirement Income Security Act of 1974, as amended. This Plan is effective
December 30, 1998.

                                    ARTICLE 1
                                   DEFINITIONS

1.1      ACCOUNT. The bookkeeping account established for each Participant as
         provided in Section 5.1 hereof.

1.2      ADMINISTRATOR. Administrator or Plan Administrator means the individual
         or committee appointed to administer the Plan pursuant to Section 10.1.

1.3      BENEFICIARY. The person, persons, trust or other entity a Participant
         designates by written revocable designation filed with the
         Administrator to receive payments in event of his or her death.

1.4      BOARD. The Board of Directors of the General Partner.

1.5      BONUS. Compensation which is designated as such by the Employer and
         which relates to services performed by an Eligible Employee in addition
         to his or her Salary and Long Term Incentive Bonus, including any
         pretax elective deferrals from said Bonus to any Employer sponsored
         plan that includes amounts deferred under a Deferral Election or a
         qualified cash or deferred arrangement under Code Section 401(k) or
         cafeteria plan under Code Section 125.

1.6      CODE. The Internal Revenue Code of 1986, as amended.


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1.7      COMPENSATION. The Participant's earned income, including Salary, Bonus,
         Long Term Incentive Bonus and other remuneration from the Employer.

1.8      DEFERRALS. The portion of Compensation that a Participant elects to
         defer in accordance with Section 3.1 hereof.

1.9      DEFERRAL ELECTION. The separate written agreement, submitted to the
         Administrator, by which an Eligible Employee agrees to participate in
         the Plan and make Deferrals thereto. The Deferral Election will specify
         the amount or percentage of Compensation that a Participant chooses to
         defer.

1.10     DISABILITY. Any medically determinable physical or mental disorder that
         renders a Participant incapable of continuing in the employment of the
         Employer in his or her regular duties of employment, as determined by
         the Administrator in its sole discretion.

1.11     DISCRETIONARY CONTRIBUTION. An Employer Contribution as described in
         Section 3.3 hereof.

1.12     EFFECTIVE DATE. January 1, 1999.

1.13     ELIGIBLE EMPLOYEE. Each Employee designated by the Administrator
         pursuant to Section 2.1 as eligible to participate in the Plan.

1.14     EMPLOYEE. Any person employed by the Employer.

1.15     EMPLOYER. Perkins Family Restaurants, L.P., and its affiliates or
         successors.

1.16     ENROLLMENT PERIOD

         A.       For individuals who are Eligible Employees prior to the
                  commencement of a given Plan Year, Enrollment Period means the
                  period set by the Administrator which ends prior to the first
                  day of a Plan Year.

         B.       With respect to an Eligible Employee designated as such by the
                  Employer effective as of any day after the first day of a Plan
                  Year, Enrollment Period



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                  means the period beginning with the date of his/her
                  designation as an Eligible Employee, and ending prior to the
                  first day such Eligible Employee's participation in the Plan
                  commences.

1.17     INVESTMENT FUND OR FUNDS. Each investment(s) which serves as a means to
         measure value, increases or decreases with respect to a Participant's
         Accounts.

1.18     LONG TERM INCENTIVE BONUS. Compensation which is designated as such by
         the Employer and which relates to services performed by an Eligible
         Employee during an incentive period defined according to the Employer's
         Long Term Incentive Plan in addition to his or her Salary and Bonus,
         including any pretax elective deferrals from said Bonus to any Employer
         sponsored plan that includes amounts deferred under a Deferral Election
         or a qualified cash or deferred arrangement under Code Section 401(k)
         or cafeteria plan under Code Section 125.

1.19     MATCHING CONTRIBUTION. An Employer contribution as described in Section
         3.2 hereof.

1.20     PARTICIPANT. An Eligible Employee who is a Participant as provided in
         Article 2.

1.21     PLAN. The Perkins Family Restaurants Deferred Compensation Plan.

1.22     PLAN YEAR. January 1 through December 31.

1.23     RETIREMENT. Retirement means the termination of the Participant's
         employment with the Employer for any reason other than death or
         Disability (i) at any time after attaining the age of sixty-five (65),
         or (ii) if the Participant has at least five (5) Years of Service with
         the Employer, at any time after attaining age fifty-five (55).

1.24     SALARY. An Eligible Employee's base salary rate or rates in effect at
         any time during a Plan Year, including any pretax elective deferrals
         from Salary to any Employer sponsored plan that includes amounts
         deferred under a Deferral Election or a qualified cash or deferred
         arrangement under Code Section 401(k) or cafeteria plan under Code
         Section 125.



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1.25     TRUST. The agreement between the Employer and the Trustee under which
         the assets of the Plan are held, administered and managed, which shall
         conform to the terms of Rev. Proc. 92-64.

1.26     TRUSTEE. Union Planter's Trust Department, or such other successor that
         shall become trustee pursuant to the terms of the Plan.

1.27     YEARS OF SERVICE. A Participant's "Years of Service" shall be measured
         by the total number of full twelve (12) month periods that an
         individual has been an Employee.


                                    ARTICLE 2
                                  PARTICIPATION

2.1      DESIGNATION AS ELIGIBLE EMPLOYEE. The Administrator shall from time to
         time specify one or more persons from a select group of management or
         highly compensated employees as Eligible Employees provided, however,
         the Employer shall not discriminate against any Employee becoming
         eligible under this provision on any basis prohibited by law. Such
         specification shall be in writing, with a copy delivered to the
         Employer and the person designated as eligible, and shall set the date
         as of when the person becomes eligible.

         For the initial Plan Year, and for subsequent Plan Years until the
         Administrator otherwise directs, an Eligible Employee shall mean each
         Employee who is designated as such by the Employer and holds a position
         as Officer, Director, Regional Manager, or Franchise Consultant.

         An individual's designation as an Eligible Employee may be revoked at
         any time upon written notice of the Administrator to such individual.

2.2      COMMENCEMENT OF PARTICIPATION. Each Eligible Employee shall become a
         Participant at the earlier of the first day of the Plan Year or the
         date on which his or her Deferral Election first becomes effective.



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<PAGE>   9


2.3      LOSS OF ELIGIBLE EMPLOYEE STATUS.

         (a)      A Participant who is no longer an Eligible Employee shall not
                  be permitted to submit a Deferral Election and all Deferrals
                  for such Participant shall cease as of the end of the Plan
                  Year in which such Participant is determined to no longer be
                  an Eligible Employee.

         (b)      Amounts credited to the Account of a Participant described in
                  subsection (a) shall continue to be held pursuant to the terms
                  of the Plan and shall be distributed as provided in Article 6.

         (c)      A Participant who is no longer an Eligible Employee shall
                  continue to receive quarterly statements, and shall retain the
                  right to make changes in investment selection according to
                  Section 5.2.


                                    ARTICLE 3
                                  CONTRIBUTIONS

3.1      DEFERRALS.

         (a)      On an annual basis, each Participant may authorize the
                  Employer to reduce his/her future Compensation by an amount or
                  percentage not to exceed an amount allowed for the Plan Year
                  as established by the Employer, and to have a corresponding
                  amount credited to his/her Accounts, in accordance with
                  Article 5, by filing a Deferral Agreement with the
                  Administrator during his/her initial Enrollment Period or any
                  subsequent Enrollment Period preceding the Plan Year during
                  which such Compensation will be earned.

         (b)      Each Eligible Employee shall deliver an annual Deferral
                  Election to the Employer before any Deferrals can become
                  effective. Such Deferral Election shall be void with respect
                  to any Deferral unless submitted before the beginning of the
                  Plan Year during which the amount to be deferred will be
                  earned; provided, however, that in the year in which the Plan
                  is first adopted or an Employee is first eligible to
                  participate, such Deferral Election shall be filed within
                  thirty (30) days of the date on which the Plan is adopted or
                  the



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<PAGE>   10


                  date on which an Employee is first eligible to participate,
                  respectively, with respect to Compensation earned during the
                  remainder of the calendar year.

         (c)      The Deferral Election shall, subject to the limitation set
                  forth in Section 3.1(a) hereof, designate the amount or
                  percentage of Compensation deferred by each Participant, the
                  beneficiary or beneficiaries of the Participant and such other
                  items as the Administrator may prescribe. Such Deferral
                  Elections shall remain effective for the Plan Year.

         (d)      The minimum amount of Compensation that may be deferred each
                  Plan Year is one thousand dollars ($1,000).

         (e)      The maximum amount of Compensation that may be deferred each
                  Plan Year is fifty percent (50%) of the Participant's Salary,
                  seventy-five percent (75%) of the Participant's Bonus, and
                  fifty percent (50%) of the Participant's Long Term Incentive
                  Bonus.

3.2      MATCHING CONTRIBUTION. At its sole and absolute discretion, the
         Employer may elect to make a Matching Contribution to the Accounts of
         some or all of the Participants. The amount of the Matching
         Contribution, if any, shall be determined by the Employer annually and
         communicated to all Eligible Employees. For the initial Plan Year and
         for subsequent Plan Years until the administrator otherwise directs,
         the Matching Contribution shall equal $1.00 for every dollar of
         Compensation that the Participant elects to defer under Section 3.1 (a)
         above up to three percent (3%) of the Participant's Compensation
         deferred under Section 3.1 (a) above. Notwithstanding, for the initial
         year of the plan there shall be a maximum Matching Contribution per
         Participant determined as up to 3% of the limit set forth under
         Internal Revenue Code Section 401(a)(17). Thereafter, the Employer
         shall establish an annual maximum Matching Contribution. Such Matching
         Contribution shall be allocated to the Participant's Accounts at such
         Participant's election made in accordance with Section 5.1.

3.3      DISCRETIONARY CONTRIBUTION. At its sole and absolute discretion, the
         Employer may elect to make a Discretionary Contribution to the Account
         of some or all of the Participants. Nothing in this Plan, however,
         shall obligate the Employer to make Discretionary Contributions for the
         benefit of Plan Participants in any Plan Year, nor



                                       6
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         to make identical Discretionary Contributions for the benefit of Plan
         Participants in any Plan Year. The Employer expressly reserves the
         right to make Discretionary Contributions to such Plan Participants in
         such amount or such proportions as it deems warranted or appropriate;
         provided, however, the Employer shall not discriminate against any Plan
         Participant in making Contributions under this provision on any basis
         prohibited by law. Discretionary Contributions shall be allocated to
         the Participant's Accounts at such Participant's election made in
         accordance with Section 5.1. Nothing in this Plan or any other
         agreement or document shall represent or be construed to represent an
         obligation or promise of the Employer to make Discretionary
         Contributions on behalf of a Participant at any time.

3.4      TIME OF CONTRIBUTIONS.

         (a)      Deferrals and Matching Contributions shall be transferred to
                  the Trust as soon as administratively feasible following the
                  end of each month. The Employer shall also transmit at that
                  time any necessary instructions regarding the allocation of
                  such amounts among the Accounts of Participants.

         (b)      Discretionary Contributions shall be transferred to the Trust
                  at such time as the Employer shall determine. The Employer
                  shall also transmit at that time any necessary instructions
                  regarding the allocation of such amounts among the Accounts of
                  Participants.

3.5      FORM OF CONTRIBUTIONS. All Deferrals, Matching Contributions and
         Discretionary Contributions to the Trust shall be made in the form of
         cash or cash equivalents of US currency.


                                    ARTICLE 4
                                     VESTING

4.1      VESTING OF DEFERRALS. A Participant shall have a vested right to the
         portion of his or her Account attributable to Deferrals and any
         earnings or losses on the investment of such Deferrals.



                                       7
<PAGE>   12


4.2      VESTING OF MATCHING AND DISCRETIONARY CONTRIBUTIONS.

         (a)      Prior to the completion of three (3) years of service with the
                  Employer, Participants shall have a zero percent (0%) vested
                  right to the portions of his or her Account attributable to
                  Matching Contributions. Upon completion of three years of
                  service, Participants shall have a sixty percent (60%) vested
                  right to the portions of his or her Account attributable to
                  Matching Contributions. Upon completion of four (4) years of
                  service, Participants shall have an eighty percent (80%)
                  vested right to the portions of his or her Account
                  attributable to Matching Contributions. Participants shall
                  have a one hundred percent (100%) vested right to the portions
                  of his or her Account attributable to Matching Contributions
                  only after completion of five (5) years of service with the
                  Employer.

         (b)      At the time any Discretionary Contributions may be determined
                  by the Administrator, the Administrator shall also determine
                  any necessary instructions regarding the vesting of such
                  amounts.

4.3      AMOUNTS NOT VESTED. Any amounts credited to a Participant's Account
         that are not vested at the time of his or her termination of employment
         with the Employer shall be forfeited.

4.4      CHANGE IN CONTROL. Upon a Change in Control, non-vested amounts shall
         immediately vest in full and accounts may be paid out in full within
         one (1) year immediately following the date of the Change in Control at
         the Participant's option.

         (a)      "Change in Control" of the Employer shall mean the first to
                  occur of any of the following:

                  (i)      Any transaction or series of transactions with any
                           person or persons, including, but not limited to, any
                           sale, exchange, or transfer, merger, consolidation,
                           liquidation or other transaction which, upon the
                           consummation thereof, results in the Employer or its
                           shareholders on the date of the adoption of the Plan
                           (taken as a single owner) owning,



                                       8
<PAGE>   13


                           directly or indirectly, less than 50% of the
                           outstanding voting securities of the Employer; or

                  (ii)     Any sale, lease, exchange or other transfer (in one
                           transaction or a series of related transactions) of
                           all, or substantially all (meaning greater than 50%),
                           of the assets of the Employer, other than any sale,
                           lease, exchange or other transfer to any entity where
                           the Employer or its shareholders on the date of the
                           adoption of the Plan (taken as a single owner) owns,
                           directly or indirectly, at least 50% of the
                           outstanding voting securities of such entity after
                           any such transfer, provided however, that a Change in
                           Control shall not include the public offering by the
                           Employer, or its equity owners, of equity interests
                           of the Employer pursuant to a registration statement
                           filed with the Securities and Exchange Commission; or

                  (iii)    At any point in time that Donald N. Smith is no
                           longer Chairman of the Board and Chief Executive
                           Officer of the Employer;

                                    ARTICLE 5
                                    ACCOUNTS

5.1      ACCOUNTS. The Administrator shall establish and maintain a bookkeeping
         account in the name of each Participant. The Administrator shall also
         establish subaccounts, as provided in subsection (a), (b), and/or (c),
         below, as elected by the Participant pursuant to Article 3.

         (a)      A Retirement Account shall be established for each
                  Participant. His or her Retirement Account shall be credited
                  with Deferrals (as specified in the Participant's Deferral
                  Election), any Matching and Discretionary Contributions
                  allocable thereto and the Participant's allocable share of any
                  earnings or losses on the foregoing. Each Participant's
                  Account shall be reduced by any distributions made plus any
                  federal, state and/or local tax withholding and any social
                  security withholding tax as may be required by law.



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<PAGE>   14


         (b)      A Participant may elect to establish one or more Education
                  Accounts by designating a year in which the Education Account
                  is to commence payments at the time the account is initially
                  established. Each Participant's Education Account shall be
                  credited with Deferrals (as specified in the Participant's
                  Deferral Election), any Matching and Discretionary
                  Contributions allocable thereto and the Participant's
                  allocable share of any earnings or losses on the foregoing.
                  Each Participant's Account shall be reduced by any
                  distributions made plus any federal, state and/or local tax
                  withholding and any social security withholding tax as may be
                  required by law.

         (c)      A Participant may elect to establish one or more Fixed Period
                  Accounts by designating a year of payout at the time the
                  account is initially established. The minimum initial deferral
                  period for Fixed Period subaccounts shall be three (3) years.
                  Each Participant's Fixed Period Account shall be credited with
                  Deferrals (as specified in the Participant's Deferral
                  Election), any Matching and Discretionary Contributions
                  allocable thereto and the Participant's allocable share of any
                  earnings or losses on the foregoing. Each Participant's
                  Account shall be reduced by any distributions made plus any
                  federal, state and/or local tax withholding and any social
                  security withholding tax as may be required by law.

         (d)      The maximum combined number of Education and/or Fixed Period
                  subaccounts that a Participant may have at one time will be
                  ten (10).

5.2      INVESTMENTS, GAINS AND LOSSES.

         (a)      Trust assets shall be invested by the Trustee in accordance
                  with written directions from the Employer. Such directions
                  shall provide Trustee with the investment discretion to invest
                  the above-referenced amounts within broad guidelines
                  established by Trustee and Employer as set forth therein.

         (b)      The Administrator shall adjust the amounts credited to each
                  Participant's Account to reflect Deferrals, Matching
                  Contributions, Discretionary Contributions, investment
                  experience, distributions and any other appropriate
                  adjustments. Such adjustments shall be made as frequently as
                  is administratively feasible.



                                       10
<PAGE>   15


         (c)      A Participant may direct that his or her Retirement Account,
                  Education Account and or Fixed Period Account established
                  pursuant to Section 5.1 may be valued as if they were invested
                  in one or more Investment Funds in multiples of one percent
                  (1%) of the balance in an Account. A Participant may change
                  his or her selection of Investment Funds no more than six (6)
                  times each Plan Year. An election shall be effective as soon
                  as administratively feasible following the date of the change
                  as indicated in writing by the Participant to the
                  Administrator and communicated to the Trustee.

5.3      FORFEITURES. Any forfeitures from a Participant's Account shall
         continue to be held in the Trust, and shall be used at the Employer's
         discretion to reduce the Employer's future Matching and Discretionary
         Contributions and /or administrative expenses under the Plan. If no
         such further contributions will be made, then such forfeitures shall be
         returned to the Employer.


                                    ARTICLE 6
                                  DISTRIBUTIONS

6.1      DISTRIBUTION ELECTION. Each Participant shall designate on his or her
         Deferral Election the timing of his or her distribution by indicating
         the type of account as described under Section 5.1. A Participant may
         not modify, alter, amend or revoke such designation for a Plan Year
         after such Plan year begins. Further, amounts in one Account cannot be
         transferred to another Account. Each Participant shall also designate
         the manner in which Retirement Account payments shall be made from the
         choices available under Section 6.2 (a) hereof.

6.2      PAYMENT OPTIONS.

         (a)      Retirement Account payments shall commence as soon as
                  administratively feasible immediately after the Participant's
                  Retirement. The Participant may elect any one of the following
                  forms of payment so long as the election is made in writing,
                  delivered to the Administrator at least one year prior to the
                  year in which the Participant's benefit becomes payable.



                                       11
<PAGE>   16


                  (i)      The normal form of payment of benefits hereunder, and
                           the form of payments to be used if no other election
                           is made, shall be a single lump-sum distribution of
                           the value of the Participant's Retirement Account.

                  (ii)     A Participant entitled to a benefit hereunder may
                           elect to receive his/her Retirement Account in
                           substantially equal annual installments over a period
                           not to exceed five (5) years.

                           The amount of the substantially equal payments
                           described above shall be determined by multiplying
                           the Participant's Retirement Account by a fraction,
                           the denominator of which in the first year of payment
                           equals the number of years over which benefits are to
                           be paid, and the numerator of which is one (1).

                           The amounts of the payments for each succeeding year
                           shall be determined by multiplying the Participant's
                           Retirement Account as of the applicable anniversary
                           of the Participant's Retirement Date by a fraction,
                           the denominator of which equals the number of
                           remaining years over which benefits are to be paid,
                           and the numerator of which is one (1).

                  (iii)    A Participant entitled to a benefit hereunder may
                           elect to defer commencement of any distribution of
                           his/her Retirement Account for a period not to exceed
                           three (3) years after retirement. Amounts credited to
                           the Retirement Account of a Participant in this
                           subsection shall continue to be held pursuant to the
                           terms and conditions of this Plan.

         (b)      Education Account payouts shall be paid in four annual
                  installments commencing June 30 (or as soon as
                  administratively feasible) of the calendar year selected by
                  the Participant and the three (3) anniversaries thereof in the
                  following amounts:

<TABLE>
                   <S>                                  <C>
                   Year 1                               25% of the account balance
                   Year 2                               33% of the account balance
                   Year 3                               50% of the account balance
                   Year 4                               100% of the account balance
</TABLE>



                                       12
<PAGE>   17


         (c)      Fixed Period Account payouts shall be paid in one lump sum
                  payment on January 31 (or as soon as administratively
                  feasible) of the calendar year selected by the Participant on
                  his or her Deferral Election.

         (d)      If a Participant's employment is terminated for any reason
                  (including Disability) other than Retirement and such
                  Participant has a balance in his/her Fixed Account and/or
                  Education Account, such balance shall be transferred to
                  his/her Retirement Account and distributed as soon as
                  administratively feasible in one lump sum payment.

6.3      COMMENCEMENT OF PAYMENT UPON DEATH, DISABILITY OR TERMINATION.

         (a)      Upon the death of a Participant, all vested and non-vested
                  amounts credited to his or her Account(s) shall be paid, as
                  soon as administratively feasible, to his or her Beneficiary
                  or Beneficiaries, as determined under Article 7 hereof, in a
                  lump sum.

         (b)      Upon the Disability of a Participant, all vested and
                  non-vested amounts credited to his or her Account(s) shall be
                  paid to the Participant in a lump-sum payment.

         (c)      Upon the termination of employment of a Participant, all
                  vested amounts credited to his or her Account(s) shall be paid
                  to the Participant in a lump-sum payment, as soon as
                  administratively feasible.

6.4      MINIMUM DISTRIBUTION.

         (a)      Notwithstanding any provision to the contrary, if the vested
                  balance of a Participant's Account at the time of a
                  termination due to Retirement is less than $10,000, then the
                  Participant shall be paid his or her benefits as a single lump
                  sum as soon as administratively feasible following
                  termination.



                                       13
<PAGE>   18


         (b)      Notwithstanding any provision to the contrary, if the balance
                  of a Participant's Education Account at the time benefit
                  payments are to commence is less than $4,000, then the
                  Participant shall be paid such Education Account benefits as a
                  single lump sum as soon as administratively feasible following
                  commencement date.

6.5      EARLY DISTRIBUTION AND PENALTY. A Participant may elect to receive a
         distribution of up to ninety percent (90%) of the vested amounts in his
         or her Account on a date prior to that established under the Plan. If
         such an early distribution is requested, the Plan Administrator shall
         deduct from the Participant's account an additional ten percent (10%)
         of the vested amount withdrawn. This additional amount withdrawn by the
         Plan Administrator shall be considered an early distribution penalty,
         and shall be treated as forfeited by the Participant.


                                    ARTICLE 7
                                  BENEFICIARIES

7.1      BENEFICIARIES. Each Participant may from time to time designate one or
         more persons (who may be any one or more members of such person's
         family or other persons, administrators, trusts, foundations or other
         entities) as his or her Beneficiary under the Plan. Such designation
         shall be made on a form prescribed by the Administrator. Each
         Participant may at any time and from time to time, change any previous
         Beneficiary designation, without notice to or consent of any previously
         designated Beneficiary, by amending his or her previous designation on
         a form prescribed by the Administrator. If no person shall be
         designated by the Participant as a Beneficiary, or if the designated
         Beneficiary shall not survive the Participant, payment of his/her
         interest shall be made to the Participant's estate. If more than one
         person is the beneficiary of a deceased Participant, each such person
         shall receive a pro rata share of any death benefit payable unless
         otherwise designated on the applicable form.



                                       14
<PAGE>   19


7.2      LOST BENEFICIARY.

         (a)      All Participants and Beneficiaries shall have the obligation
                  to keep the Administrator informed of their current
                  address(es) until such time as all benefits due have been
                  paid.

         (b)      If a Participant or Beneficiary cannot be located by the
                  Administrator exercising due diligence, then, in its sole
                  discretion, the Administrator may presume that the Participant
                  or beneficiary is deceased for purposes of the Plan and all
                  unpaid amounts (net of due diligence expenses, including but
                  not limited to the retention of a locator / search firm) owed
                  to the Participant or beneficiary shall be paid accordingly
                  or, if a Beneficiary cannot be so located, then such amounts
                  may be forfeited. Any such presumption of death shall be
                  final, conclusive and binding on all parties. Notwithstanding
                  the foregoing, if any such Beneficiary is located within five
                  years from the date of any such forfeiture, such Beneficiary
                  shall be entitled to receive the amount previously forfeited.

                                    ARTICLE 8
                                     FUNDING

8.1      PROHIBITION AGAINST FUNDING. Should any investment be acquired in
         connection with the liabilities assumed under this Plan, it is
         expressly understood and agreed that the Participants and Beneficiaries
         shall not have any right with respect to, or claim against, such assets
         nor shall any such purchase be construed to create a trust of any kind
         or a fiduciary relationship between the Employer and the Participants,
         their Beneficiaries or any other person. Any such assets shall be and
         remain a part of the general, unpledged, unrestricted assets of the
         Employer, subject to the claims of its general creditors. It is the
         express intention of the parties hereto that this arrangement shall be
         unfunded for tax purposes and for purposes of Title I of the Employee
         Retirement Income Security Act of 1974, as amended. Each Participant
         and beneficiary shall be required to look to the provisions of this
         Plan and to the Employer itself for enforcement of any and all benefits
         due under this Plan, and to the extent any such person acquires a right
         to receive payment under this Plan, such right shall be no greater than
         the right of any unsecured general creditor of the Employer. The



                                       15
<PAGE>   20


         Employer or the Trust shall be designated the owner and beneficiary of
         any investment acquired in connection with its obligation under this
         Plan.

8.2      DEPOSITS IN TRUST. Notwithstanding paragraph 8.1, or any other
         provision of this Plan to the contrary, the Employer may deposit into
         the Trust any amounts it deems appropriate to pay the benefits under
         this Plan. The amounts so deposited may include all contributions made
         pursuant to a Deferral Election by a Participant along with any
         Matching and Discretionary Contributions.


8.3      INDEMNIFICATION OF TRUSTEE.

         (a)      The Trustee shall not be liable for the making, retention, or
                  sale of any investment or reinvestment made by it, as herein
                  provided, nor for any loss to, or diminution of, the Trust
                  assets, unless due to its own negligence, willful misconduct
                  or lack of good faith.

         (b)      Such Trustee shall be indemnified and saved harmless by the
                  Employer from and against all personal liability to which it
                  may be subject by reason of any act done or omitted to be done
                  in its official capacity as Trustee in good faith in the
                  administration of the Plan and Trust, including all expenses
                  reasonably incurred in its defense in the event the Employer
                  fails to provide such defense upon the request of the Trustee.
                  The Trustee is relieved of all responsibility in connection
                  with its duties hereunder to the fullest extent permitted by
                  law, short of breach of duty to the beneficiaries.

8.4      WITHHOLDING OF EMPLOYEE CONTRIBUTIONS. The Administrator is authorized
         to make any and all necessary arrangements with the Employer in order
         to withhold the Participant's Deferrals under Section 3.1 hereof from
         his or her Compensation. The Administrator shall determine the amount
         and timing of such withholding.



                                       16
<PAGE>   21


                                    ARTICLE 9
                              CLAIMS ADMINISTRATION

9.1      GENERAL. If a Participant, Beneficiary or his/her representative is
         denied all or a portion of an expected Plan benefit for any reason and
         the Participant, Beneficiary or his/her representative desires to
         dispute the decision of the Administrator, he/she must file a written
         notification of his/her claim with the Administrator.

9.2      CLAIM REVIEW. Upon receipt of any written claim for benefits, the
         Administrator shall be notified and shall give due consideration to the
         claim presented. If the claim is denied to any extent by the
         Administrator, the Administrator shall furnish the claimant with a
         written notice setting forth:

         (a)      the specific reason or reasons for denial of the claim;

         (b)      a specific reference to the Plan provisions on which the
                  denial is based;

         (c)      a description of any additional material or information
                  necessary for the claimant to perfect the claim and an
                  explanation of why such material or information is necessary;
                  and

         (d)      an explanation of the provisions of this Article.

9.3      RIGHT OF APPEAL. A claimant who has a claim denied under Section 9.2
         may appeal to the Administrator for reconsideration of that claim. A
         request for reconsideration under this section must be filed by written
         notice within sixty (60) days after receipt by the claimant of the
         notice of denial under Section 9.2.

9.4      REVIEW OF APPEAL. Upon receipt of an appeal the Administrator shall
         promptly take action to give due consideration to the appeal. Such
         consideration may include a hearing of the parties involved, if the
         Administrator feels such a hearing is necessary. In preparing for this
         appeal the claimant shall be given the right to review pertinent
         documents and the right to submit in writing a statement of issues and
         comments. After consideration of the merits of the appeal the
         Administrator shall issue a written decision which shall be binding on
         all parties subject to Section 9.6 below. The decision shall
         specifically state its reasons and pertinent Plan provisions on which
         it relies. The Administrator's decision shall be issued within sixty
         (60) days after the appeal is filed, except that if a hearing is held
         the decision may be issued within one hundred twenty (120) days after
         the appeal is filed.



                                       17
<PAGE>   22


9.5      DESIGNATION. The Administrator may designate any other person of its
         choosing to make any determination otherwise required under this
         Article.

9.6      ARBITRATION. A claimant whose appeal has been denied under Section 9.4
         shall have the right to submit said claim to final and binding
         arbitration in the State of Tennessee pursuant to the rules of the
         American Arbitration Association. Any such requests for arbitration
         must be filed by written demand to the American Arbitration Association
         within sixty (60) days after receipt of the decision regarding the
         appeal. The costs and expenses of arbitration, including the fees of
         the arbitrators, shall be borne by the losing party. The prevailing
         party shall recover as expenses all reasonable attorney's fees incurred
         by it in connection with the arbitration proceeding or any appeals
         therefrom.


                                   ARTICLE 10
                               GENERAL PROVISIONS

10.1     ADMINISTRATOR.

         (a)      Appointment of Administrator. The Company shall appoint an
                  individual or a committee to serve as Administrator of the
                  Plan. The Administrator may be removed by the Company at any
                  time, and any individual may resign as Administrator at any
                  time by submitting his/her resignation in writing to the
                  Company. A new Administrator shall be appointed by the Company
                  as soon as practicable in the event of a removal or
                  resignation. Any person so appointed shall signify his/her
                  acceptance by filing a written acceptance with the Company.

         (b)      The Administrator is expressly empowered to limit the amount
                  of compensation that may be deferred; to deposit amounts into
                  trust in accordance with Section 8.2 hereof; to interpret the
                  Plan, and to determine all questions arising in the
                  administration, interpretation and application of the Plan; to
                  employ actuaries, accountants, counsel, and other persons it
                  deems necessary in connection with the administration of the
                  Plan; to request any information from the Employer it deems
                  necessary to determine whether the Employer would be
                  considered insolvent or subject to a proceeding in



                                       18
<PAGE>   23


                  bankruptcy; and to take all other necessary and proper actions
                  to fulfill its duties as Administrator.

         (c)      The Administrator shall not be liable for any actions by it
                  hereunder, unless due to its own negligence, willful
                  misconduct or lack of good faith.

         (d)      The Administrator shall be indemnified and saved harmless by
                  the Employer from and against all personal liability to which
                  it may be subject by reason of any act done or omitted to be
                  done in its official capacity as Administrator in good faith
                  in the administration of the Plan and Trust, including all
                  expenses reasonably incurred in its defense in the event the
                  Employer fails to provide such defense upon the request of the
                  Administrator. The Administrator is relieved of all
                  responsibility in connection with its duties hereunder to the
                  fullest extent permitted by law, short of breach of duty to
                  the beneficiaries.

10.2     NO ASSIGNMENT. No benefit under the Plan shall be subject in any manner
         to anticipation, alienation, sale, transfer, assignment, pledge
         encumbrance or charge, and any such action shall be void for all
         purposes of the Plan. No benefit shall in any manner be subject to the
         debts, contracts, liabilities, engagements or torts of any person, nor
         shall it be subject to attachments or other legal process for or
         against any person, except to such extent as may be required by law.

10.3     NO EMPLOYMENT RIGHTS. Participation in this Plan shall not be construed
         to confer upon any Participant the legal right to be retained in the
         employ of the Employer, or give a Participant or beneficiary, or any
         other person, any right to any payment whatsoever, except to the extent
         of the benefits provided for hereunder. Each Participant shall remain
         subject to discharge to the same extent as if this Plan had never been
         adopted.

10.4     INCOMPETENCE. If the Administrator determines that any person to whom a
         benefit is payable under this Plan is incompetent by reason of physical
         or mental disability, the Administrator shall have the power to cause
         the payments becoming due to such person to be made to another
         individual for the Participant's benefit without responsibility of the
         Administrator or the Employer to see to the application of such
         payments. Any payment made pursuant to such power shall, as to such
         payment, operate as a complete discharge of the Employer, the
         Administrator and the Trustee.



                                       19
<PAGE>   24


10.5     IDENTITY. If, at any time, any doubt exists as to the identity of any
         person entitled to any payment hereunder or the amount or time of such
         payment, the Administrator shall be entitled to hold such sum until
         such identity or amount or time is determined or until an order of a
         court of competent jurisdiction is obtained. The Administrator shall
         also be entitled to pay such sum into court in accordance with the
         appropriate rules of law. Any expenses incurred by the Employer,
         Administrator, and Trust incident to such proceeding or litigation
         shall be charged against the Account of the affected Participant.

10.6     OTHER BENEFITS. The benefits of each Participant or beneficiary
         hereunder shall be in addition to any benefits paid or payable to or on
         account of the Participant or beneficiary under any other pension,
         disability, annuity or retirement plan or policy whatsoever.

10.7     NO LIABILITY. No liability shall attach to or be incurred by any
         manager of the Employer, Trustee or any Administrator under or by
         reason of the terms, conditions and provisions contained in this Plan,
         or for the acts or decisions taken or made thereunder or in connection
         therewith; and as a condition precedent to the establishment of this
         Plan or the receipt of benefits thereunder, or both, such liability, if
         any, is expressly waived and released by each Participant and by any
         and all persons claiming under or through any Participant or any other
         person. Such waiver and release shall be conclusively evidenced by any
         act or participation in or the acceptance of benefits or the making of
         any election under this Plan.

10.8     EXPENSES. All expenses incurred in the administration of the Plan,
         whether incurred by the Employer or the Plan, shall be paid by the
         Employer.

10.9     INSOLVENCY. Should the Employer be considered insolvent (as defined by
         the Trust), the Employer, through its Board and chief executive
         officer, shall give immediate written notice of such to the
         Administrator of the Plan and the Trustee. Upon receipt of such notice,
         the Administrator or Trustee shall cease to make any payments to
         Participants who were Employees of the Employer or their beneficiaries
         and shall hold any and all assets attributable to the Employer for the
         benefit of the general creditors of the Employer.



                                       20
<PAGE>   25


10.10    AMENDMENT AND TERMINATION.

         (a)      Except as otherwise provided in this section, the Employer
                  shall have the sole authority to modify, amend or terminate
                  this Plan; provided, however, that any modification or
                  termination of this Plan shall not reduce, without the written
                  consent of a Participant, a Participant's right to any amounts
                  already credited to his or her Account, or lengthen the time
                  period for a payout from an established Account, on the day
                  before the effective date of such modification or termination.
                  Following such termination, payment of such credited amounts
                  may be made in a single sum payment if the Employer so
                  designates. Any such decision to pay in a single sum shall
                  apply to all Participants.

         (b)      A Participant shall have a vested right to his or her Account
                  in the event of the termination of the Plan pursuant to
                  section (a), above.

         (c)      Any funds remaining in the Trust after termination of the Plan
                  and satisfaction of all liabilities to Participants and
                  others, shall be returned to the Employer.

10.11    EMPLOYER DETERMINATIONS. Any determinations, actions or decisions of
         the Employer (including but not limited to, Plan amendments and Plan
         termination) shall be made by the Board in accordance with its
         established procedures or by such other individuals, groups or
         organizations that have been properly delegated by the Board to make
         such determination or decision.

10.12    CONSTRUCTION. All questions of interpretation, construction or
         application arising under or concerning the terms of this Plan shall be
         decided by the Administrator, in its sole and final discretion, whose
         decision shall be final, binding and conclusive upon all persons.

10.13    GOVERNING LAW. This Plan shall be governed by, construed and
         administered in accordance with the applicable laws of the State of
         Tennessee.

10.14    SEVERABILITY. Should any provision of the Plan or any regulations
         adopted thereunder be deemed or held to be unlawful or invalid for any
         reason, such fact shall not adversely affect the other provisions or
         regulations unless such invalidity shall render impossible or
         impractical the functioning of the Plan and, in such case, the
         appropriate parties shall



                                       21
<PAGE>   26


         immediately adopt a new provision or regulation to take the place of
         the one held illegal or invalid.

10.15    HEADINGS. The Article headings contained herein are inserted only as a
         matter of convenience and for reference and in no way define, limit,
         enlarge or describe the scope or intent of this Plan nor in any way
         shall they affect this Plan or the construction of any provision
         thereof.



                                       22
<PAGE>   27


10.16    TERMS. Capitalized terms shall have meanings as defined herein.
         Singular nouns shall be read as plural, masculine pronouns shall be
         read as feminine, and vice versa, as appropriate.


         IN WITNESS WHEREOF, PERKINS FAMILY RESTAURANTS, L.P., has caused this
instrument to be executed by its duly authorized officer, effective as of this
30th day of December, 1998.

<TABLE>
<S>                                                       <C>
                                                          PERKINS FAMILY RESTAURANTS, L.P.
                                                          By:  Perkins Management Company, Inc., General Partner

                                                          By:
                                                             ---------------------------------------------------
                                                          Title:
                                                                ------------------------------------------------


ATTEST:


By:
   ---------------------------------------------------
Title:
      ------------------------------------------------
</TABLE>



                                       23