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                                EXHIBIT 10.9 (B)

                TRUST UNDER THE PERKINS FAMILY RESTAURANTS, L.P.
                           DEFERRED COMPENSATION PLAN

         This Agreement made as of this 1st day of January 1999, by and between
Perkins Family Restaurants, L.P. (Hereinafter referred to as the "Employer") and
Union Planters Bank, N.A., a Tennessee corporation (hereinafter referred to as
the "Trustee");

         WHEREAS, the Employer has adopted the nonqualified Perkins Family
Restaurants, L.P. Deferred Compensation Plan and such other plans as may, by
agreement of the parties, be set forth in Appendix A (hereinafter referred to
collectively as the "Plan").

         WHEREAS, the Employer has incurred or expects to incur liability under
the terms of such Plan with respect to the individuals participating in such
Plan;

         WHEREAS, the Employer wishes to establish a trust (hereinafter referred
to as the "Trust") and to contribute to the Trust assets that shall be held
therein, subject to the claims of the Employer's creditors in the event of the
Employer's Insolvency, as herein defined, until paid to the Plan participants
and their beneficiaries in such manner and at such times as specified in the
Plan;

         WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plan
as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974,
as amended;

         WHEREAS, it is the intention of the Employer to make contributions to
the Trust to provide itself with a source of funds to assist it in meeting its
liabilities under the Plan;

         NOW, THEREFORE, the parties do hereby establish the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:


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1.       ESTABLISHMENT OF TRUST.

         (a)      The Employer hereby deposits with the Trustee in trust one
                  dollar ($1.00), which shall become the principal of the Trust
                  to be held, administered and disposed of by the Trustee as
                  provided in this Trust.

         (b)      The Trust hereby established shall be irrevocable.

         (c)      The Trust is intended to be a grantor trust, of which the
                  Employer is the grantor, within the meaning of subpart E, part
                  I, subchapter J, chapter 1, Subtitle A of the Internal Revenue
                  Code of 1986, as amended, and shall be construed accordingly.

         (d)      The principal of the trust, and any earnings thereon shall be
                  held separate and apart from other funds of the Employer and
                  shall be used exclusively for the uses and purposes of Plan
                  participants and general creditors as herein set forth. Plan
                  participants and their beneficiaries shall have no preferred
                  claim on, or any beneficial ownership interest in, any assets
                  of the Trust. Any rights created under the Plan and this Trust
                  shall be mere unsecured contractual rights of Plan
                  participants and their beneficiaries against the Employer. Any
                  assets held by the Trust will be subject to the claims of the
                  Employer's general creditors under federal and state law in
                  the event of Insolvency, as defined in section 3(a) hereof.

         (e)      The Employer, in its sole discretion, may be any time, or from
                  time to time, make additional deposits of cash or other
                  property in trust with the Trustee to augment the principal to
                  be held, administered and disposed of by the Trustee as
                  provided in this Trust Agreement. Neither the Trustee nor any
                  Plan participant or beneficiary shall have any right to compel
                  such additional deposits.

2.       PAYMENTS TO PLAN PARTICIPANTS AND BENEFICIARIES.

         (a)      The Employer shall deliver to the Trustee the schedule (the
                  "Payment Schedule") that indicates the amounts payable with
                  respect to each Plan participant (and his or her
                  beneficiaries), that provides a formula or other instructions
                  acceptable to the Trustee for determining the amounts so
                  payable, the form in which such amount is to be paid (as
                  provided for or available under the Plan), and the time of
                  commencement for payment of such amounts. Except as otherwise
                  provided herein, the Trustee shall make payments to the Plan
                  participants and their beneficiaries in accordance with


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                  such Payment Schedule. The Trustee shall make provision for
                  the reporting and withholding of any federal, state or local
                  taxes that may be required to be withheld with respect to the
                  payment of benefits pursuant to the terms of the Plan and
                  shall pay amounts withheld to the appropriate taxing
                  authorities or determine that such amounts have been reported,
                  withheld and paid by the Employer.

         (b)      The entitlement of a Plan participant or his or her
                  beneficiaries to benefits under the Plan shall be determined
                  by the Employer or such party as it shall designate under the
                  Plan, and any claim for such benefits shall be considered an
                  reviewed under the procedures set out in the Plan.

         (c)      The Employer may make payment of benefits directly to Plan
                  participants or their beneficiaries as they become due under
                  the terms of the Plan. The Employer shall notify the Trustee
                  of its decision to make payment of benefits directly prior to
                  the time amounts are payable to participants or their
                  beneficiaries. In addition, if the principal of the Trust, and
                  any earnings thereon, are not sufficient to make payments of
                  benefits in accordance with the terms of the Plan, the
                  Employer shall make the balance of each such payment as it
                  falls due. The Trustee shall notify the Employer where
                  principal and earnings are not sufficient.

3.       Trustee Responsibility Regarding Payments to the Trust Beneficiary When
         Employer is Insolvent.

         (a)      The Trustee shall cease payment of benefits to Plan
                  participants and their beneficiaries if the Employer is
                  Insolvent. The Employer shall be considered "Insolvent" for
                  purposes of this Trust if:

                  (i)      the Employer is unable to pay its debts as they
                           become due; or

                  (ii)     the Employer is subject to a pending proceeding as a
                           debtor under the United States Bankruptcy Code.

         (b)      At all times during the continuance of this Trust, as provided
                  in section 1(d) hereof, the principal and income of the Trust
                  shall be subject to claims of general creditors of the
                  Employer under federal and state law as set forth below:


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                  (i)      The Board of Directors and the Chief Executive
                           Officer (or, if there is no Chief Executive Officer,
                           the highest ranking officer of the Employer) of the
                           Employer shall have the duty to inform the Trustee in
                           writing of the Employer's Insolvency. If a person
                           claiming to be a creditor of the Employer alleges in
                           writing to the Trustee that the Employer has become
                           Insolvent, the Trustee shall determine whether the
                           Employer is Insolvent and, pending such
                           determination, the Trustee shall discontinue payment
                           of benefits to Plan participants or their
                           beneficiaries.

                  (ii)     Unless the Trustee has actual knowledge of the
                           Employer's Insolvency, or has received notice from
                           the Employer or a person claiming to be a creditor
                           alleging that the Employer is Insolvent, the Trustee
                           shall have no duty to inquire where the Employer is
                           Insolvent. The Trustee may in all events rely on such
                           evidence concerning the Employer's solvency as may be
                           furnished to the Trustee and that provides the
                           Trustee with a reasonable basis for making a
                           determination concerning the Employer's solvency.

                  (iii)    If at any time the Trustee has determined that the
                           Employer is Insolvent, the Trustee shall discontinue
                           payments to Plan participants or their beneficiaries
                           and shall hold the assets of the Trust for the
                           benefit of the Employer's general creditors. Nothing
                           in this Trust shall in any way diminish any rights of
                           Plan participants or their beneficiaries to pursue
                           their rights as general creditors of the Employer
                           with respect to benefits due under the Plan or
                           otherwise.

                  (iv)     The Trustee shall resume the payment of benefits to
                           Plan participants or their beneficiaries in
                           accordance with section 2 of this Trust only after
                           the Trustee has determined that the Employer is not
                           Insolvent (or is no longer Insolvent).

         (c)      Provided that there are sufficient assets, if the Trustee
                  discontinues the payment of benefits from the Trust pursuant
                  to section 3(b) hereof and subsequently resumes such payments,
                  the first payment following such discontinuance shall include
                  the aggregate amount of all payments due to Plan participants
                  or their beneficiaries under the terms of the Plan for the
                  period of such discontinuance, less the aggregate amount of
                  any payments made to Plan participants or their beneficiaries
                  by the Employer in lieu of the payments provided for hereunder
                  during any such period of discontinuance.

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4.       PAYMENTS TO EMPLOYER. Except as provided in section 3 hereof, after the
         Trust has become irrevocable, the Employer shall have no right or power
         to direct the Trustee to return to the Employer or to divert to others
         any of the Trust assets before all payment of benefits have been made
         to Plan participants and their beneficiaries pursuant to the terms of
         the Plan.


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5.       INVESTMENT AUTHORITY.

         (a)      The Trustee may invest in securities (including stock or
                  rights to acquire stock) or obligations issued by the
                  Employer. All rights associated with assets of the Trust shall
                  be exercised by the Trustee or the person designated by the
                  Trustee and shall in no event be exercisable by or rest with
                  Plan participants. Voting rights with respect to Trust assets
                  will be exercised by the Employer.

         (b)      The Employer shall direct the investments of the Trust, if
                  any; provided, however, the Employer, in its sole discretion,
                  may, from time to time, delegate such investment authority to
                  any other person(s) or entity(ies).

6.       DISPOSITION OF INCOME. During the term of this Trust, all income
         received by the Trust, net of expenses and taxes, shall be accumulated
         and reinvested.

7.       ACCOUNTING BY TRUSTEE. The Trustee shall keep accurate and detailed
         records of all investments, receipts, disbursements, and all other
         transactions required to be made, including such specific records as
         shall be agreed upon in writing between the Employer and the Trustee.
         Within sixty (60) days following the close of calendar year and within
         sixty (60) days after the removal or resignation of the Trustee, the
         Trustee shall deliver to the Employer a written account of its
         administration of the Trust during such year or during the period from
         the close of the last preceding year to the date of such removal or
         resignation, setting forth all investments, receipts, disbursements and
         other transactions effected by it, including a description of all
         securities and investments purchased and sold with the cost or net
         proceeds of such purchases or sales (accrued interest paid or
         receivable being shown separately), and showing all cash, securities
         and other property held in the Trust at the end of such year or as of
         the date of such removal or resignation as the case may be.

8.       RESPONSIBILITY OF TRUSTEE.

         (a)      The Trustee shall act with the care, skill, prudence and
                  diligence under the circumstances then prevailing that a
                  prudent person acting a like capacity and familiar with such
                  matters would use in the conduct of an enterprise of a like
                  character and with like aims, provided, however, that the
                  Trustee shall incur no liability to any person for any action
                  taken pursuant to a direction, request or approval given by
                  the Employer which is contemplated by, and in conformity with,
                  the terms of the Plan or 


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                  this Trust and is given in writing by the Employer. In the
                  event of dispute between the Employer and a party, the Trustee
                  may apply to a court of competent jurisdiction to resolve the
                  dispute.

         (b)      If the Trustee undertakes or defends any litigation arising in
                  connection with this Trust, the Employer agrees to indemnify
                  the Trustee against Trustee's costs, expenses and liabilities
                  (including, without limitation, attorneys' fees and expenses)
                  relating thereto and to be primarily liable for such payments.
                  If the Employer does not pay such costs, expenses and
                  liabilities in a reasonably timely manner, the Trustee may
                  obtain payment from the Trust.

         (c)      The Trustee may consult with legal counsel (who may also be
                  counsel for the Employer generally) with respect to any of its
                  duties or obligations hereunder.

         (d)      The Trustee may hire agents, accountants, actuaries,
                  investment advisors, financial consultants or other
                  professionals to assist it in performing any of its duties or
                  obligations hereunder.

         (e)      The Trustee shall have, without exclusion, all powers
                  conferred on trustees by applicable law, unless expressly
                  provided otherwise herein, provided, however, that if an
                  insurance policy is held as an asset of the Trust, the Trustee
                  shall have no power to name a beneficiary of the policy other
                  than the Trust, to assign the policy (as distinct from
                  conversion if the policy to a different form) other than to a
                  successor Trustee, or to loan to any person the proceeds of
                  any borrowing against such policy.

         (f)      However, notwithstanding the provisions of section 8(e) above,
                  the Trustee may loan to the Employer the proceeds of any
                  borrowing against an insurance policy held as an asset of the
                  Trust.

         (g)      Notwithstanding any powers granted to the Trustee pursuant to
                  this Trust or to applicable law, the Trustee shall not have
                  any power that could give this Trust the objective of carrying
                  on a business and dividing the gains therefrom, within the
                  meaning of section 301.7701-2 of the Procedure and
                  Administrative Regulations promulgated pursuant to the
                  Internal Revenue Code.

9.       COMPENSATION AND EXPENSES OF THE TRUSTEE. The Employer shall pay all
         administrative and Trustee's fees and expenses. If not so paid, the
         fees and expenses shall be paid from the trust.


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10.      RESIGNATION AND REMOVAL OF TRUSTEE.

         (a)      The Trustee may resign at any time by written notice to the
                  Employer, which shall be effective thirty (30) days after
                  receipt of such notice unless the Employer and the Trustee
                  agree otherwise.

         (b)      The Trustee may be removed by the Employer upon thirty (30)
                  days notice or upon shorter notice accepted by the Trustee.

         (c)      Upon resignation or removal of the Trustee and appointment of
                  a successor Trustee, all assets shall subsequently be
                  transferred to the successor Trustee. The transfer shall be
                  completed within sixty (60) days after receipt of notice of
                  resignation, removal or transfer, unless the Employer extends
                  the time limit.

         (d)      If the Trustee resigns or is removed, a successor shall be
                  appointed, in accordance with section 11 hereof, by the
                  effective date of the resignation or removal under paragraph
                  (a) or (b) of this section. If no such appointment as been
                  made, the Trustee may apply to a court of competent
                  jurisdiction for appointment of a successor or for
                  instructions. All expenses of the Trustee in connection with
                  the proceeding shall be allowed as administrative expenses of
                  the Trust.

11.      APPOINTMENT OF SUCCESSOR.

         (a)      If the Trustee resigns (or is removed) in accordance with
                  section 10(a) or (b) hereof, the Employer may appoint any
                  third party, such as a bank trust department or other party
                  that may be granted corporate trustee powers under state law,
                  as a successor to replace the Trustee upon resignation or
                  removal. The appointment shall be effective when accepted in
                  writing by the new Trustee, who shall have all of the rights
                  and powers of the form trustee. The former Trustee shall
                  execute any instrument necessary or reasonably requested by
                  the Employer or the successor Trustee to evidence the
                  transfer.

         (b)      The successor Trustee need not examine the records and acts of
                  any prior Trustee and may retain or dispose of existing Trust
                  assets, subject to sections 7 and 8 hereof. The successor
                  Trustee shall not be responsible for and the Employer shall
                  indemnify and defend the successor Trustee from any claim or
                  liability resulting from any action or

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                  inaction of any prior Trustee or from any other past event, or
                  any condition existing at the time it becomes successor
                  Trustee.

12.      AMENDMENT OR TERMINATION.

         (a)      This Trust may be amended by a written instrument executed by
                  the Trustee and the Employer. Notwithstanding the foregoing,
                  no such amendment shall conflict with the terms of the Plan or
                  shall make the Trust revocable after it has become irrevocable
                  in accordance with section 1(b) hereof.

         (b)      The Trust shall not terminate until the date on which Plan
                  participants and their beneficiaries are no longer entitled to
                  benefits pursuant to the terms of the Plan. Upon termination
                  of this Trust any assets remaining in this Trust shall be
                  returned to the Employer.

         (c)      Upon written approval of participants or beneficiaries
                  entitled to payment of benefits pursuant to the terms of the
                  Plan, the Employer may terminate this Trust prior to the time
                  all benefit payments under the Plan have been made. All assets
                  in the Trust at termination shall be returned to the Employer.

13.      MISCELLANEOUS.

         (a)      Any provision of this Trust prohibited by law shall be
                  ineffective to the extent of any such prohibition, without
                  invalidating the remaining provisions hereof.

         (b)      Benefits payable to Plan participants and their beneficiaries
                  under this Trust may not be anticipated, assigned (either at
                  law or in equity), alienated, pledged, encumbered or subjected
                  to attachment, garnishment, levy, execution or other legal or
                  equitable process.

         (c)      This Trust shall be governed by and construed in accordance
                  with the laws of the State of Tennessee.

14.      EFFECTIVE DATE. The effective date of this Trust shall be January 1,
         1999.


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Attest:                                PERKINS FAMILY RESTAURANTS, L.P.
                                       By:  Perkins Management Company, Inc.
                                            General Partner
----------------------------------
Secretary
                                       By:
                                          -----------------------------------
                                            William S. Forgione
                                            Vice President

                                       UNION PLANTERS BANK , N.A.

                                       By:
                                          -----------------------------------
                                                Name and Title



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