Docstoc

Deferred Compensation Plan - RUBY TUESDAY INC - 9-2-1994

Document Sample
Deferred Compensation Plan - RUBY TUESDAY INC - 9-2-1994 Powered By Docstoc
					MORRISON RESTAURANTS INC. DEFERRED COMPENSATION PLAN (As Restated Effective January 1, 1994) THIS INDENTURE made on the 31 day of December , 1993, by MORRISON RESTAURANTS INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the "Primary Sponsor"); W I T N E S S E T H: WHEREAS, Primary Sponsor established by indenture effective as of January 1, 1988 the Morrison Incorporated Deferred Compensation Plan for the benefit of a select group of management and highly compensated employees, which was amended and restated by indenture dated December 18, 1989 and which was last amended by indenture dated December 1, 1992 (the Plan"); WHEREAS, the Primary Sponsor and certain of its affiliates also maintain the Morrison Restaurants Inc. Salary Deferral Plan, a defined contribution plan under which eligible employees may contribute on a pre-tax basis pursuant to a tax-qualified cash or deferred arrangement, within the meaning of Section 401(k) of the Internal Revenue Code, and to which the Primary Sponsor and certain of its affiliates make matching contributions (the "Salary Deferral Plan"); WHEREAS, the Primary Sponsor desires to amend and restate the Plan so that on and after the effective date of this amendment and restatement the Plan will benefit primarily those eligible employees whose benefits under, or contributions on whose behalf to, the Salary Deferral Plan may be limited by certain provisions of the Internal Revenue Code or by certain provisions of the Salary Deferral Plan itself; NOW, THEREFORE, the Primary Sponsor does hereby amend and restate the Plan, effective January 1, 1994, to read as follows:

MORRISON RESTAURANTS INC. DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS PAGE SECTION 1 SECTION 2 SECTION 3 SECTION 4 SECTION 5 SECTION 6 SECTION 7 SECTION 8 DEFINITIONS . . . . . . . . . . . . . . . . ELIGIBILITY . . . . . . . . . . . . . . . . DEFERRAL ELECTIONS. . . . . . . . . . . . . CREDITING ACCOUNTS. . . . . . . . . . . . . HARDSHIP PAYMENTS . . . . . . . . . . . . . DEATH BENEFITS. . . . . . . . . . . . . . . 3 5 5 7 8 9

PAYMENT OF BENEFITS ON RETIREMENT OR DEATH. . 9 PAYMENT OF BENEFITS ON OTHER TERMINATIONS OF EMPLOYMENT. . . . . . . . . . . . . . . . . 10 ADMINISTRATION OF THE PLAN. . . . . . . . . CLAIM REVIEW PROCEDURE. . . . . . . . . . . LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS. . . . . . . . . . . . . 10 12

SECTION 9 SECTION 10 SECTION 11

13

MORRISON RESTAURANTS INC. DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS PAGE SECTION 1 SECTION 2 SECTION 3 SECTION 4 SECTION 5 SECTION 6 SECTION 7 SECTION 8 DEFINITIONS . . . . . . . . . . . . . . . . ELIGIBILITY . . . . . . . . . . . . . . . . DEFERRAL ELECTIONS. . . . . . . . . . . . . CREDITING ACCOUNTS. . . . . . . . . . . . . HARDSHIP PAYMENTS . . . . . . . . . . . . . DEATH BENEFITS. . . . . . . . . . . . . . . 3 5 5 7 8 9

PAYMENT OF BENEFITS ON RETIREMENT OR DEATH. . 9 PAYMENT OF BENEFITS ON OTHER TERMINATIONS OF EMPLOYMENT. . . . . . . . . . . . . . . . . 10 ADMINISTRATION OF THE PLAN. . . . . . . . . CLAIM REVIEW PROCEDURE. . . . . . . . . . . LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS. . . . . . . . . . . . . LIMITATION OF RIGHTS. . . . . . . . . . . . AMENDMENT TO OR TERMINATION OF THE PLAN . . ADOPTION OF PLAN BY AFFILIATES. . . . . . . MISCELLANEOUS . . . . . . . . . . . . . . . 10 12

SECTION 9 SECTION 10 SECTION 11

13 14 14 14 15

SECTION 12 SECTION 13 SECTION 14 SECTION 15

SECTION 1 DEFINITIONS Whenever used herein, the masculine pronoun shall be deemed to include the feminine, and the singular to include the plural, unless the context clearly indicates otherwise, and the following words and phrases shall, when used herein, have the meanings set forth below: 1.1 "Account" means the bookkeeping accounts established and maintained by the Plan Administrator to reflect the interest of a Member under the Plan and shall include the following: (a) "Company Matching Account" which shall reflect credits to a Member's Account made on his behalf pursuant to Plan Section 3.2, as adjusted to reflect designated rates of return and other credits or charges. (b) "Employee Deferred Account" which shall reflect credits to a Member's Account made on his behalf pursuant to Plan Section 3.1, as adjusted to reflect designated rates of return and other credits or charges attributable to the investment option selected by the Member for the investment of his Account. 1.2 "Accrued Benefit" means the balance of a Member's Account. 1.3 "Affiliate" means (a) any corporation which is a member of the same controlled group of corporations (within the meaning of Code Section 414(b)) as is a Plan Sponsor and (b) any other trade or business (whether or not incorporated) under common

SECTION 1 DEFINITIONS Whenever used herein, the masculine pronoun shall be deemed to include the feminine, and the singular to include the plural, unless the context clearly indicates otherwise, and the following words and phrases shall, when used herein, have the meanings set forth below: 1.1 "Account" means the bookkeeping accounts established and maintained by the Plan Administrator to reflect the interest of a Member under the Plan and shall include the following: (a) "Company Matching Account" which shall reflect credits to a Member's Account made on his behalf pursuant to Plan Section 3.2, as adjusted to reflect designated rates of return and other credits or charges. (b) "Employee Deferred Account" which shall reflect credits to a Member's Account made on his behalf pursuant to Plan Section 3.1, as adjusted to reflect designated rates of return and other credits or charges attributable to the investment option selected by the Member for the investment of his Account. 1.2 "Accrued Benefit" means the balance of a Member's Account. 1.3 "Affiliate" means (a) any corporation which is a member of the same controlled group of corporations (within the meaning of Code Section 414(b)) as is a Plan Sponsor and (b) any other trade or business (whether or not incorporated) under common control (within the meaning of Code Section 414(c)) with a Plan Sponsor. 1.4 "Annual Compensation" means "Annual Compensation," as that term is defined under the Salary Deferral Plan, as the same may be amended from time to time, but without regard to the limit on compensation that may be recognized under Code Section 401(a)(17). 1.5 "Beneficiary" means the person or trust that a Member designated most recently in writing to the Plan Administrator; provided, however, that if the Member has failed to make a designation, no person designated is alive, no trust has been established, or no successor Beneficiary has been designated who is alive, the "Beneficiary" means (a) the Member's spouse or (b) if no spouse is alive, the Member's surviving children, or (c) if no children are alive, the Member's parents, or (d) if no parent is alive, the legal representative of the deceased Member's estate. Changes in designations of Beneficiaries may be made upon written notice to the Plan Administrator in such form as the Plan Administrator may prescribe. Notwithstanding the foregoing, if the Member is also a participant in the Salary Deferral Plan, then "Beneficiary" shall mean the person or persons determined pursuant to the definition of the term "Beneficiary" under the Salary Deferral Plan. 1.6 "Board of Directors" means the Board of Directors of the Primary Sponsor. 1.7 "Change of Control" means any event that pursuant to the requirements of Article X of the Primary Sponsor's Certificate of Incorporation, as amended from time to time, requires the affirmative vote of the holders of not less than eighty percent (80%) of the Voting Stock (as defined therein); provided, however, that no event shall constitute a Change of Control if approved by the Board of Directors a majority of whom are "present directors" and "new directors." For purposes of the preceding sentence, "present directors" shall mean individuals who as of January 1, 1993 were members of the Board of Directors and "new directors" shall mean any director whose election by the Board of Directors in the event of a vacancy or whose nomination for election by the Primary Sponsor's stockholders was approved by a vote of at least three-quarters of the directors then still in office who are "present directors" and "new directors;" provided that any director elected to the Board of Directors solely to settle a threatened or actual proxy contest shall in no event be deemed to be a "new director." 1.8 "Code" means the Internal Revenue Code of 1986, as amended. 1.9 "Company Stock Rate of Return" means a designated rate of return that corresponds, in whole or in part, to changes in the value of securities of the Primary Sponsor or any affiliate.

1.10 "Deferral Amount" means an amount credited to the Employee Deferred Account of a Member at the election of a Member pursuant to Plan Section 3.1. Deferred Amounts and Annual Compensation deferred by a Member under the Salary Deferral Plan are collectively referred to herein as "Aggregate Deferral Amounts." 1.11 "Disability" means a disability of a Member within the meaning of Code Section 72(m)(7), to the extent that the Member is, or would be, entitled to disability retirement benefits under the federal Social Security Act, provided the Plan Sponsor has been notified in writing of such entitlement. The determination of whether or not a Disability exists shall be determined by the Plan Administrator and shall be substantiated by competent medical evidence. 1.12 "Effective Date" means, as to the Primary Sponsor, January 1, 1988, and as to each other Plan Sponsor which adopts the Plan, the date designated as such by the adopting Plan Sponsor. 1.13 "Eligible Employee" means, with respect to any Plan Year commencing on or after ___________ any Employee of a Plan Sponsor who is during that Plan Year a "highly compensated employee," within the meaning of Code Section 414(q), as amended. 1.14 "Employee" means any person who is employed by a Plan Sponsor or an Affiliate for purposes of the Federal Insurance Contributions Act. 1.15 "Entry Date" means the first day of the first payroll period coinciding with or next following the date an Eligible Employee is designated by the Plan Administrator for participation in the Plan. 1.16 "Member" means any Eligible Employee or former Eligible Employee who has become a participant in the Plan, for so long as his benefits hereunder have not been paid out. 1.17 "Plan Administrator" means the organization or person designated by the Primary Sponsor to administer the Plan or, in the absence of any such designation, Morrison Restaurants Inc. 1.18 "Plan Sponsor" means individually the Primary Sponsor and any other Affiliate or other entity which has adopted the Plan. 1.19 "Plan Year" means the calendar year. 1.20 "Reporting Person" means each Member who, on a particular date or dates, the Primary Sponsor reasonably believes is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, with respect to equity securities of the Primary Sponsor or any affiliate. 1.21 "Retirement Date" means the first day of the month coinciding with or immediately following the date on which the Member retires on or after attaining age 55 or becoming subject to a Disability. 1.22 "Valuation Date" means the last day of each month or any other day which the Plan Administrator declares to be a Valuation Date. SECTION 2 ELIGIBILITY 2.1 Each Eligible Employee shall become a Member as of the Entry Date coinciding with or next following the date on which the Plan Administrator selects the Eligible Employee for participation in the Plan; provided, however, that any Eligible Employee who is also eligible to participate in the Salary Deferral Plan may participate in the Plan no later than the date that the Eligible Employee is first eligible to participate in the Salary Deferral Plan. 2.2 A Member who ceases to be an Eligible Employee will no longer be eligible to make further deferrals under the Plan pursuant to Plan Section 3, but shall continue to be subject to all other terms of the Plan so long as he remains a Member of the Plan.

2.3 In the event the Member participates in a plan of a Plan Sponsor or Affiliate intended to qualify under Code Section 401(a) and containing a tax-qualified cash or deferred arrangement qualified under Code Section 401(k), the Member shall be suspended from continued participation under this Plan to the extent required by such other plan as a result of a hardship withdrawal made by such Member under such other plan. SECTION 3 DEFERRAL ELECTIONS 3.1 Each Plan Year, a Member who is an Eligible Employee and (a) who is not eligible to participate in the Salary Deferral Plan may elect to defer under the Plan a portion of the Annual Compensation otherwise payable to him for the Plan Year, which amount shall be at least two percent (2%) of Annual Compensation and shall be in increments of one percent (1%) of Annual Compensation, but not in excess of twenty percent (20%) of Annual Compensation, or (b) who also is eligible to participate in the Salary Deferral Plan for all or any portion of the Plan Year, shall indicate on the election form completed as a participant in the Salary Deferral Plan whether he elects to defer under the Plan that portion of the Annual Compensation otherwise payable to him for the Plan Year which can not be deferred under the Salary Deferral Plan because of one or more of the following limitations: (i) Section 3.1(a) of the Salary Deferral Plan (reflecting a limit on salary deferrals by "highly compensated employees," within the meaning of Code Section 414(q)); (ii) Section 3.1(b) of the Salary Deferral Plan (relating to the annual limit on salary deferrals set forth in Code Section 402(g)); (iii) Section 1.5 of the Salary Deferral Plan (relating to the limit on includable compensation as set forth in Code Section 401(a)(17); or (iv) Appendix B of the Salary Deferral Plan (relating to the limit on "annual additions," within the meaning of Code Section 415. Any election made pursuant to Plan Section 3.1(b) shall automatically revoke any election then in effect pursuant to Plan Section 3.1(a). 3.2 All elections to defer Annual Compensation under Plan Section 3.1(a) may only be made pursuant to a written agreement between the Member and the Plan Sponsor which shall be in such form and subject to such rules and limitations as the Plan Administrator may prescribe and shall specify the amount of the Annual Compensation of the Member that the Member desires to defer. The written agreement shall be irrevocable with respect to the first payroll period or bonus payment for which it becomes effective, although it may be modified, revoked or suspended for subsequent payroll periods or bonus payments in accordance with this Section 3.2 and subject to such rules and limitations as the Plan Administrator may prescribe. Notwithstanding the foregoing, any such election may be modified, revoked or suspended only once each calendar quarter, and a Member who revokes or suspends his election may not reenter the Plan until the next Entry Date following twenty (20) days after the Member notifies the Plan Administrator of recommencement. With respect to base salary included in Annual Compensation, the election to defer must be made before the services for which the Annual Compensation is payable are performed. With respect to any bonus payments included in Annual Compensation, the election to defer must be made before the amount of the bonus payment is determinable and payable. 3.3 (a) Each Plan Sponsor proposes to credit on behalf of each Member employed by that Plan Sponsor for allocation to that Member's Company Matching Account an amount equal to (X) reduced by (Y) where: (i) (X) is an amount equal to (A) twenty percent (20%) of the Aggregate Deferral Amounts of a Member in the case of a Member who has been employed by a Plan Sponsor for at least three (3) years, but fewer than ten (10) years; (B) thirty percent (30%) of the Aggregate Deferral Amounts of a Member in the case of a Member who has been employed by a Plan Sponsor for at least ten (10) years, but fewer than twenty (20) years; or (C) forty percent (40%) of the Aggregate Deferral Amounts of a Member in the case of a Member who either (I) has been employed by a Plan Sponsor for at least twenty (20) years or (II) is designated by the Plan Administrator, with the consent of the Plan Sponsor, as one of a select group of Members to receive such a matching credit; and (ii) (Y) is the matching contribution actually credited to the Member for the same period under the Salary Deferral Plan. Matching credits under Section 3.3(a)(i) for any Plan Year shall only be credited with respect to annual Aggregate Deferral Amounts of each Member equal to the Code Section 402(g) limitation, as adjusted annually

for inflation. (b) For purposes of determining matching amounts to be credited to a Member's Company Matching Account under Plan Section 3.3(a)(i), all or a portion of a Member's years of employment with a predecessor employer may be counted if at the time the individual became an Employee, or as soon as practicable thereafter, the Plan Sponsor adopts resolutions providing for the counting of such years of employment in favor of that Member or of a group or category of individuals that included the Member. The counting of any such years of employment shall be specified in those resolutions and shall be subject to such conditions, if any, provided therein. SECTION 4 CREDITING ACCOUNTS 4.1 As of each Valuation Date, Deferral Amounts previously elected by a Member shall be credited to the Member's Employee Deferred Account. 4.2 As of the last Valuation Date of each Plan Year or any earlier Valuation Dates as may be selected by the Plan Administrator, the amounts to be credited for the applicable period pursuant to Plan Section 3.2 on behalf of a Member shall be credited to the Member's Company Matching Account. 4.3 (a) As of each Valuation Date, each Member's Company Matching Account (other than any Member who has received a distribution of his Accrued Benefit prior to that Valuation Date) shall be credited with a Company Stock Rate of Return based upon the amount credited to the Member's Company Matching Account as of the immediately preceding Valuation Date. (b) As of each Valuation Date, each Member's Employee Deferred Account (other than any Member who has received a distribution of his Accrued Benefit prior to that Valuation Date) or portions thereof shall be credited with a designated rate or rates of return, as applicable, as selected by the Member, based upon the amount credited to the Member's Employee Deferred Account as of the immediately preceding Valuation Date. A Member's Employee Deferred Account may be credited with such rate or rates of return in accordance with the most recent investment election properly and timely filed by the Member with the Plan Administrator in accordance with such rules and procedures designated by the Primary Sponsor. If no election has been properly or timely filed with the Plan Administrator or if the Plan Administrator suspends the election of rates of return by Members, the Member's Employee Deferred Account or Members' Employee Deferred Accounts, as applicable, shall be credited with a designated rate of return selected by the Primary Sponsor. Any selection of designated rates of return by Reporting Persons shall be subject to the restriction of Plan Section 4.3(d). (c) As of the last day of any Plan Year, each Member's Employee Deferred Account (other than any Member who has received a distribution of his Accrued Benefit prior thereto) may be credited by the Plan Sponsor with an additional amount as may be determined by the Plan Sponsor in its sole discretion. (d) No Reporting Person shall be eligible to select a Company Stock Rate of Return with respect to any portion of his Employee Deferred Account. If any Member becomes a Reporting Person during a Plan Year and that Member then has in effect a Company Stock Rate of Return for any portion of his Employee Deferred Account, that portion of the Member's Employee Deferred Account shall be credited with the Company Stock Rate of Return for the portion of the Plan Year ending with the Valuation Date immediately prior to the Member's becoming a Reporting Person and, for the remainder of the Plan Year or until such earlier time as the Member elects an alternative designated rate of return, the rate of return (among those designated rates of return made available by the Plan Administrator for the Plan Year, other than the Company Stock Rate of Return) earning the lowest return for the Plan Year. SECTION 5 HARDSHIP PAYMENTS 5.1 The Plan Administrator may pay all or a portion of a Member's Deferral Amounts (reduced by negative rates of return experienced) prior to the time such amounts otherwise become payable in accordance with the provisions of the Plan; provided, however, that any such distribution shall be made only if the Member is an Employee and demonstrates that he is suffering from "Hardship," as that term is defined under the Salary Deferral Plan, as amended, and any other unforeseeable circumstance determined to constitute a "Hardship"for purposes of this Section by the Plan Administrator. For purposes of this Section, the Plan Administrator shall have the sole

and absolute discretion, which shall be exercised in a nondiscriminatory and uniform manner, to determine if a "Hardship" exists with respect to a Member. 5.2 Hardship payments shall be made to a Member only in accordance with such rules, policies, procedures, restrictions, and conditions as the Plan Administrator may from time to time adopt. Any determination of the amount to be distributed on account of a Hardship shall be made by the Plan Administrator in accordance with rules applied in a uniform and nondiscriminatory manner. A payment under this Section shall be made in a lump sum in cash to the Member and shall be charged against the Member's Employee Deferred Account as of the Valuation Date coinciding with or immediately preceding the date of the payment. 5.3 Notwithstanding the foregoing, a Member who receives a payment of all or any portion of his Employee Deferred Account pursuant to this Section 5.3 shall be suspended from making deferrals under Plan Section 3 for the calendar year immediately following the date the Member receives a payment under this Section 5.3. SECTION 6 DEATH BENEFITS 6.1 Upon the death of a Member who dies prior to the date on which he is entitled to the commencement of payments of his Account, the Member's Beneficiary shall be entitled to the full value of the Member's Account. 6.2 Upon the death of a Member who is no longer an Employee, but prior to the complete payment of his Account, the Member's Beneficiary shall be entitled to receive the unpaid portion of the Member's Account. These payments shall be made according to the manner and method by which payments were being made to the Member during his lifetime, except as provided by Plan Section 6.4. 6.3 If, subsequent to the death of a Member, the Member's Beneficiary dies while entitled to receive benefits under the Plan, the successor Beneficiary, if any, or the Beneficiary listed under Subsection (a), (b) or (c) of the Plan Section containing the definition of the term "Beneficiary" shall generally be entitled to receive benefits under the Plan. However, if the deceased Beneficiary was the Member's spouse at the time of the Member's death, or if no successor Beneficiary shall have been designated by the Member and be alive and no Beneficiary listed under Subsection (a), (b) or (c) of the Plan Section containing the definition of the term "Beneficiary" shall be alive, the Member's unpaid vested Accrued Benefit shall be paid to the personal representative of the deceased Beneficiary's estate. 6.4 If the Beneficiary is the estate of the Member, the Plan Sponsor shall make payment of the unpaid balance of the Member's Account in the form of a single lump-sum payment equal to the unpaid balance of the Member's Account as of the Valuation Date immediately preceding payment. 6.5 Any benefit payable under this Section 6 shall be paid in accordance with and subject to the provisions of Plan Section 7 after receipt by the Plan Administrator of notice of the death of the Member. SECTION 7 PAYMENT OF BENEFITS ON RETIREMENT OR DEATH 7.1 Upon the retirement or death of a Member, the Accrued Benefit of the Member shall be determined as of the Valuation Date coinciding with or immediately preceding the Member's Retirement Date or death, increased by Deferral Amounts and amounts credited pursuant to Plan Section 3.2(a) thereafter and adjusted for the appropriate designated rates of return and any other amounts credited pursuant to Plan Section 3.2(c) through the Valuation Date immediately preceding the date the Accrued Benefit is paid. Payment of the Member's Accrued Benefit shall commence no later than sixty (60) days after the Retirement Date or death of the Member. 7.2 The form of payment of the Accrued Benefit of a Member shall be selected by the Plan Administrator and shall be in either a lump sum or annual or more frequent installments. 13 The payment of a Member's Accrued Benefit shall be in cash or such other property as determined by the Primary Sponsor; except that on or after a Change of Control, payment of a Member's Accrued Benefit shall be in cash. Notwithstanding the foregoing, the Accrued Benefit of any Member who is or was a Reporting Person at any time within six (6) months prior to the

date that his Accrued Benefit is paid shall be paid in cash. SECTION 8 PAYMENT OF BENEFITS ON OTHER TERMINATIONS OF EMPLOYMENT 8.1 A Member shall be considered to have terminated employment with the Plan Sponsor or any Affiliate on the date determined by the Plan Administrator. Transfer of a Member from one Plan Sponsor to another Plan Sponsor shall not be deemed for any purpose under the Plan to be a termination of employment by the Member. 8.2 In the event of the termination of employment of a Member for reasons other than those specified in Sections 6 and 7 above, the Accrued Benefit of the Member shall be determined as of the Valuation Date coinciding with or immediately preceding the date of the termination of employment and shall be increased by any Deferral Amounts credited to the Employee Deferred Account of the Member since that Valuation Date. While no further amounts credited pursuant to Plan Section 3.2(a) shall be made to the Member's Account after that Valuation Date, the Member's Account shall be adjusted for the appropriate designated rates of return and any other amounts credited pursuant to Plan Section 3.2(c) through the Valuation Date immediately preceding the date the Accrued Benefit is paid. 8.3 A Member shall be entitled to payment of his Accrued Benefit in the form set forth in Plan Section 7.2. Payment shall commence at any time which the Plan Administrator may select following termination of employment, which shall not be later than sixty (60) days after the end of the Plan Year in which the Member attains age 65. SECTION 9 ADMINISTRATION OF THE PLAN 9.1 Operation of the Plan Administrator. The Primary Sponsor shall be the Plan Administrator, unless it appoints another Plan Administrator. If an organization is appointed to serve as the Plan Administrator, then the Plan Administrator may designate in writing a person who may act on behalf of the Plan Administrator. The Primary Sponsor shall have the right to remove the Plan Administrator at any time by notice in writing. The Plan Administrator may resign at any time by written notice or resignation to the Primary Sponsor. Upon removal or resignation, or in the event of the dissolution of the Plan Administrator, the Primary Sponsor shall appoint a successor. 9.2 Duties of the Plan Administrator. (a) The Plan Administrator shall perform any act which the Plan authorizes or requires of the Plan Administrator by action taken in compliance with the Plan and may designate in writing other persons to carry out its duties under the Plan. The Plan Administrator may employ persons to render advice with regard to any of the Plan Administrator's duties. (b) The Plan Administrator shall from time to time establish rules, not contrary to the provisions of the Plan, for the administration of the Plan and the transaction of its business. All elections and designations under the Plan by a Member or Beneficiary shall be made on forms prescribed by the Plan Administrator. The Plan Administrator shall have discretionary authority to construe the terms of the Plan and shall determine all questions arising in the administration, interpretation and application of the Plan, including, but not limited to, those concerning eligibility for benefits and it shall not act so as to discriminate in favor of any person. All determinations of the Plan Administrator shall be conclusive and binding on all Members and Beneficiaries, subject to the provisions of the Plan and subject to applicable law. (c) The Plan Administrator shall furnish Members and Beneficiaries with all disclosures now or hereafter required by the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan Administrator shall file, as required, the various reports and disclosures concerning the Plan and its operations as required by ERISA and by the Code, and shall be solely responsible for establishing and maintaining all records of the Plan. (d) The statement of specific duties for a Plan Administrator in this Section is not in derogation of any other duties which a Plan Administrator has under the provisions of the Plan or under applicable law. (e) Each Plan Sponsor shall indemnify and hold harmless each person constituting the Plan Administrator from

and against any and all claims and expenses (including, without limitation, attorney's fees and related costs) arising in connection with the performance by the person of his duties in that capacity, other than any of the foregoing arising in connection with the willful neglect or willful misconduct of the person acting. 8.3 Action by the Primary Sponsor or a Plan Sponsor. Any action to be taken by the Primary Sponsor or a Plan Sponsor shall be taken by resolution or written direction duly adopted by its board of directors or appropriate governing body, as the case may be; provided, however, that by such resolution or written direction, the board of directors or appropriate governing body, as the case may be, may delegate to any officer or other appropriate person of a Plan Sponsor the authority to take any such actions as may be specified in such resolution or written direction, other than the power to amend, modify or terminate the Plan or to determine the basis of any payment obligations of any Plan Sponsor. SECTION 10 CLAIM REVIEW PROCEDURE 10.1 In the event that a Member or Beneficiary is denied a claim for benefits under a Plan, the Plan Administrator shall provide to such claimant written notice of the denial which shall set forth: (a) the specific reasons for the denial; (b) specific references to the pertinent provisions of the Plan 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 Plan's claim review procedure. 10.2 After receiving written notice of the denial of a claim, a claimant or his representative may: (a) request a full and fair review of such denial by written application to the Plan Administrator; (b) review pertinent documents; and (c) submit issues and comments in writing to the Plan Administrator. 10.3 If the claimant wishes such a review of the decision denying his claim to benefits under the Plan, he must submit such written applications to the Plan Administrator within sixty (60) days after receiving written notice of the denial. 10.4 Upon receiving such written application for review, the Plan Administrator may schedule a hearing for purposes of reviewing the claimant's claim, which hearing shall take place not more than thirty (30) days from the date on which the Plan Administrator received such written application for review. 10.5 At least ten (10) days prior to the scheduled hearing, the claimant and his representative designated in writing by him, if any, shall receive written notice of the date, time, and place of such scheduled hearing. The claimant or his representative, if any, may request that the hearing be rescheduled, for his convenience, on another reasonable date or at another reasonable time or place. 10.6 All claimants requesting a review of the decision denying their claim for benefits may employ counsel for purposes of the hearing. 10.7 No later than sixty (60) days following the receipt of the written application for review, the Plan Administrator shall submit its decision on the review in writing to the claimant involved and to his representative, if any; provided, however, a decision on the written application for review may be extended, in the event special circumstances such as the need to hold a hearing require an extension of time, to a day no later than one hundred twenty (120) days after the date of receipt of the written application for review. The decision shall include specific reasons for the decision and specific references to the pertinent provisions of the Plan on which the decision is based.

SECTION 11 LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS 11.1 No benefit which shall be payable under the Plan to any person shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void; and no such benefit shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person, nor shall it be subject to attachment or legal process for, or against, such person, and the same shall not be recognized under the Plan, except to such extent as may be required by law. 11.2 If any person who shall be entitled to any benefit under the Plan shall become bankrupt or shall attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge such benefit under the Plan, then the payment of any such benefit in the event a Member or Beneficiary is entitled to payment shall, in the discretion of the Plan Administrator, cease and terminate and in that event the Plan Administrator shall hold or apply the same for the benefit of such person, his spouse, children, other dependents or any of them in such manner and in such proportion as the Plan Administrator shall determine. 11.3 Whenever any benefit which shall be payable under the Plan is to be paid to or for the benefit of any person who is then a minor or determined to be incompetent by qualified medical advice, the Plan Administrator need not require the appointment of a guardian or custodian, but shall be authorized to cause the same to be paid over to the person having custody of such minor or incompetent, or to cause the same to be paid to such minor or incompetent without the intervention of a guardian or custodian, or to cause the same to be paid to a legal guardian or custodian of such minor or incompetent if one has been appointed or to cause the same to be used for the benefit of such minor or incompetent. 11.4 Whenever the Plan Administrator cannot, within a reasonable time after payments are to commence, locate any person to or for the benefit of whom such payments are to be made, after making a reasonable effort to locate such person, the Plan Administrator may direct that the payment and any remaining payments otherwise due to the Member be cancelled on the records of the Plan, except that in the event the Member later notifies the Plan Administrator of his whereabouts and requests the payments due to him under the Plan, the Plan Sponsor shall re-credit the Member's account and provide for payment of the re-credited amount to the Member as soon as administratively feasible. SECTION 12 LIMITATION OF RIGHTS Membership in the Plan shall not give any Employee any right or claim except to the extent that such right is specifically fixed under the terms of the Plan. The adoption of the Plan by any Plan Sponsor shall not be construed to give any Employee a right to be continued in the employ of a Plan Sponsor or as interfering with the right of a Plan Sponsor to terminate the employment of any Employee at any time. SECTION 13 AMENDMENT TO OR TERMINATION OF THE PLAN 13.1 The Primary Sponsor reserves the right at any time to modify or amend or terminate the Plan. No such modifications or amendments shall have the effect of retroactively changing or depriving Members or Beneficiaries of benefits already accrued under the Plan. No Plan Sponsor other than the Primary Sponsor shall have the right to so modify, amend or terminate the Plan. Notwithstanding the foregoing, each Plan Sponsor may terminate its own participation in the Plan. 13.2 Each Plan Sponsor other than the Primary Sponsor shall have the right to terminate its participation in the Plan by resolution of its board of directors or other appropriate governing body and notice in writing to the Primary Sponsor. Any termination by a Plan Sponsor shall not be a termination as to any other Plan Sponsor. 13.3 If the Plan is terminated by the Primary Sponsor it shall terminate as to all Plan Sponsors. SECTION 14 ADOPTION OF PLAN BY AFFILIATES

Any corporation or other business entity related to the Primary Sponsor by function or operation and any Affiliate, if the corporation, business entity or Affiliate is authorized to do so by written direction adopted by the Board of Directors, may adopt the Plan by action of the board of directors or other appropriate governing body of such corporation, business entity or Affiliate. Any adoption shall be evidenced by certified copies of the resolutions of the foregoing board of directors or governing body indicating the adoption by the adopting corporation, or business entity or Affiliate. The resolution shall state and define the Effective Date of the adoption of the Plan by the Plan Sponsor. SECTION 15 MISCELLANEOUS 15.1 All payments provided under the Plan shall be paid from the general assets of the applicable Plan Sponsor and no separate fund shall be established to secure payment. Notwithstanding the foregoing, the Primary Sponsor may establish a grantor trust to assist it and other Plan Sponsors in funding Plan obligations, and any payments made to a Member or Beneficiary from such trust shall relieve the Plan Sponsor from any further obligations under the Plan only to the extent of such payment. 15.2 Each Plan Sponsor shall withhold from any benefits payable under the Plan all federal, state and local income taxes or other taxes required to be withheld pursuant to applicable law. 15.3 To the extent not preempted by applicable federal law, the Plan shall be governed by and construed in accordance with the laws of the State of Alabama. IN WITNESS WHEREOF, the Primary Sponsor has caused this indenture to be executed as of the date first above written. MORRISON RESTAURANTS INC.
By: /s/ Samuel E. Beall, III Title: President and Chief Executive Officer ATTEST: /s/ Pfilip G. Hunt Title: Senior Vice President, General Counsel & Secretary

[CORPORATE SEAL]

TRUST AGREEMENT THIS TRUST AGREEMENT made as of the 1 day of December , 1992, by and among Morrison Restaurants Inc., formerly Morrison Incorporated, a corporation organized under the laws of the State of Delaware (the "Primary Sponsor"), each related corporation or business executing this Trust Agreement (the Primary Sponsor and each related corporation or business being sometimes hereinafter referred to as a "Plan Sponsor"); and AmSouth Bank N.A. (the "Trustee"); W I T N E S S E T H: WHEREAS, the Primary Sponsor by indenture effective as of January 1, 1988 established the Morrison Incorporated Deferred Compensation Plan to provide benefits in the form of deferred compensation to a select group of management or highly compensated employees of the Primary Sponsor or any of its related corporations or businesses; and WHEREAS, the Morrison Incorporated Deferred Compensation Plan has been renamed the Morrison

TRUST AGREEMENT THIS TRUST AGREEMENT made as of the 1 day of December , 1992, by and among Morrison Restaurants Inc., formerly Morrison Incorporated, a corporation organized under the laws of the State of Delaware (the "Primary Sponsor"), each related corporation or business executing this Trust Agreement (the Primary Sponsor and each related corporation or business being sometimes hereinafter referred to as a "Plan Sponsor"); and AmSouth Bank N.A. (the "Trustee"); W I T N E S S E T H: WHEREAS, the Primary Sponsor by indenture effective as of January 1, 1988 established the Morrison Incorporated Deferred Compensation Plan to provide benefits in the form of deferred compensation to a select group of management or highly compensated employees of the Primary Sponsor or any of its related corporations or businesses; and WHEREAS, the Morrison Incorporated Deferred Compensation Plan has been renamed the Morrison Restaurants Inc. Deferred Compensation Plan (the "Plan"); and WHEREAS, the Primary Sponsor by agreement dated June 16, 1988 established an irrevocable grantor trust (the "Trust"), within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended (the "Code") to assist the Primary Sponsor and any of its related corporations or businesses in meeting its obligations under the Plan; and WHEREAS, the Primary Sponsor desires to amend and restate the trust agreement between the Primary Sponsor and AmSouth Bank N.A., dated as of May 1, 1990 and last amended by indenture dated May 8, 1992, which agreement, as amended, contains the existing terms of the Trust (the "Prior Trust Agreement"); and WHEREAS, the Board of Directors of the Primary Sponsor has approved the amendment and restatement of the Prior Trust Agreement as embodied herein (the "Trust Agreement"); NOW, THEREFORE, the Primary Sponsor hereby restates the Trust, effective as of January 1, 1993, as follows: SECTION 1. INCORPORATION OF PLAN All terms and conditions set forth in the Plan are incorporated by reference except to the extent that the terms of the Trust indicate to the contrary. In the event of a conflict between the terms and provisions of the Trust Agreement and those the Plan, the terms and provisions of the Trust Agreement shall be given precedence. However, nothing contained in the Trust Agreement is intended to diminish the amount of benefits required to be paid for the benefit of any participant under the terms of the Plan. To the extent possible, the terms and provisions of the Plan and those of the Trust Agreement shall be interpreted as mutually consistent. SECTION 2. ESTABLISHMENT OF THE FUND The Primary Sponsor has established a fund with the Trustee (the "Fund") to be held and administered in accordance with this Trust. The Trustee shall accept as part of the Fund all assets as may be delivered by a Plan Sponsor to the Trustee and shall also include all income accruing thereon, except as otherwise provided in this Trust Agreement. SECTION 3. INVESTMENT OF THE FUND (a) Subject to the provisions of Subsections (b) and (c) below, the Trustee shall invest the principal and income

of the Fund without distinction between principal and income in securities or in property, real or personal and wherever situated, as the Trustee shall deem advisable, in its sole discretion. Without limiting the foregoing, the Trustee may purchase, acquire, retain, sell, transfer, pledge or encumber common or preferred stocks, including stock of the Primary Sponsor or any affiliate, shares of mutual funds, including mutual funds for which the Trustee is an advisor, trust and participation certificates, bonds and mortgages, other evidences of indebtedness or ownership, annuity contracts and ordinary and term life insurance contracts of life insurance companies, savings accounts or plans, including savings accounts or plans established or to be established by the Trustee, and group trusts or collective investment funds including group trusts or collective investment funds operated by the Trustee. (b) The Fund shall be invested by the Trustee with the goal of achieving on an annual basis an average rate of return that equals or exceeds the weighted average of those designated rates of return to be credited to Accounts for the same period, as contemplated by Plan Section 4.3 and identified by the Primary Sponsor from time to time (the "Investment Goal"). The Trustee shall incur no liability merely for a failure to achieve the Investment Goal for any period; provided that during the period the Fund was invested in accordance with applicable fiduciary standards and with a view towards achieving the Investment Goal. (c) Prior to the date a Change of Control (as defined in Section 13(c) hereof) occurs, the Primary Sponsor, and on or after the date a Change of Control occurs, the Trustee, may appoint one or more investment managers (the "Investment Managers") which shall be banks, investment advisers registered under the Investment Advisers Act of 1940, or insurance companies, to direct the Trustee as to the investment of all or a portion of the Fund for the exclusive benefit of the participants of the Plans and their beneficiaries. Notwithstanding the foregoing, prior to the date a Change of Control occurs, the Primary Sponsor may appoint the Trustee (or any of its affiliates) as an Investment Manager, if it is otherwise qualified to serve as an Investment Manager and in such instance, the Trustee shall have discretion over the investment of the Fund, subject to the provisions of Subsection (b) above. The Primary Sponsor shall notify the Trustee of the appointment of any Investment Manager (other than the Trustee) under this Subsection by delivering to the Trustee (i) an executed copy of an instrument under which the Investment Manager was appointed to act hereunder and setting forth the investment powers of the Investment Manager and (ii) a written instrument executed by the Investment Manager in which it acknowledges that it has agreed to act as such. Any notice of appointment pursuant to this Subsection shall constitute a representation and warranty by the Primary Sponsor that the Investment Manager is qualified under and has been appointed in accordance with the provisions hereof. Notwithstanding anything herein contained to the contrary, during the term of its appointment, the Investment Manager shall have the sole responsibility for the investment and reinvestment of the portion of the Fund for which it was appointed to act, and, subject to the limitations on the types of appropriate investments set forth in Subsection (b) hereof, shall have full power in its discretion to direct the Trustee with respect to the exercise by it of its investment powers, including the voting of shares (except as otherwise provided by Section 13(d) hereof). Pending receipt of instructions from any Investment Manager with respect thereto and subject to any investment guidelines agreed to in writing from time to time pursuant to Subsection (b) hereof, any cash received by the Trustee from time to time shall be invested by the Trustee in demand and term notes (including those commonly known as "master notes") maturing not more than three years after the date of purchase thereof, United States Treasury bills, other government and agency obligations maturing not more than three years after the date of purchase thereof, group annuity or other contracts providing a guaranteed rate of return with a maturity not exceeding three years, certificates of deposit, commercial paper, government guaranteed paper, common or collective trust funds, money market mutual funds, other money market instruments, savings accounts or other deposits with a financial institution (including the Trustee, if a financial institution is serving as such) and part interests in any one or more of the foregoing. The Primary Sponsor may terminate its appointment of an Investment Manager at any time and shall in writing notify the Trustee of such termination, and may thereafter appoint a successor Investment Manager in the same manner as provided above in this Subsection. Any successor Investment Manager shall thereafter, until its appointment is terminated, be deemed to be an "Investment Manager" for all purposes of this Agreement. If there shall be more than one Investment Manager, the portion of the Fund to be invested by each Investment Manager shall be held in a separate account and the powers and authority of each Investment Manager shall be divided as set forth in the instruments appointing such Investment Managers. So long as an Investment Manager (other than the Trustee or one of its affiliates) is serving as such, the Trustee shall be under no duty or obligation to review the assets comprising any portion of the Fund managed by the Investment Manager, to make any recommendations with respect to the investment or reinvestment thereof, or to

determine whether any direction received from any Investment Manager is proper or within the terms of this Trust Agreement or to monitor the activities of any Investment Manager. (d) The Trustee shall have no liability or responsibility to the Primary Sponsor or any persons claiming any interest in the Fund for acting without question on the direction of, or for failing to act in the absence of any direction from, any Investment Manager unless the Trustee participated knowingly in, or knowingly undertook to conceal, an act or omission of any Investment Manager constituting a breach of its duties hereunder, knowing such act or omission was a breach of such duties; provided, however, that the Trustee shall not be deemed to have "participated" in a breach by any Investment Manager for the purposes of this undertaking solely as a result of the performance by the Trustee or its officers, employees or agents of any custodial, reporting, recording, and bookkeeping functions with respect to any assets of the Fund managed by any Investment Manager or solely as a result of settling purchase and sale transactions entered into or directed by any Investment Manager, or to have "knowledge" of any such breach solely as a result of the information received by the Trustee or its officers, employees or agents in the normal course in performing such functions or settling such transactions. If the Trustee has actual knowledge of a breach committed by any Investment Manager, it shall promptly notify the Primary Sponsor in writing thereof, and the Trustee, except as required by applicable law, shall thereafter have no responsibility to remedy such breach. (e) The Primary Sponsor may, prior to a Change of Control, direct the Trustee in writing to transfer any portion of the Fund to a subtrustee and to enter into an agreement with the subtrustee reflecting the subtrust arrangement. In the event of a Change of Control, the Primary Sponsor may only direct the Trustee to transfer a portion of the Fund to a subtrustee with the consent of a majority of the participants of the Plan and the designated beneficiaries of deceased participants. The Trustee may terminate a subtrust at any time and direct the subtrustee to return the portion of the Fund held by the subtrustee; provided that prior to a Change of Control the subtrust may only be terminated with the consent of the Primary Sponsor. SECTION 4. POWERS OF THE TRUSTEE In the administration of the Trust, in addition to any powers or authority of the Trustee under this Trust or which the Trustee may have under applicable law, the Trustee is authorized and empowered to do the following, without advertisement, without order of court and without having to post bond or make any returns or report of its doings to any court: (a) To purchase or subscribe for any securities or property including, without limitation, securities of a Plan Sponsor and real property leased to or used by a Plan Sponsor; (b) To sell, exchange, convey, transfer, or otherwise dispose of any securities or property held by it, by private contract or at public auction, with or without advertising, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any disposition; (c) Except as provided in Section 13(d) hereof, to vote any stocks, bonds or other securities, including securities of the Plan Sponsor; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options, and to make any payments incidental thereto; to oppose, consent to, or otherwise participate in corporate reorganizations or other changes affecting corporate securities, to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to securities or other property held as part of the Fund; (d) To register any investment in its own name or in the name of a nominee, and to hold any investment in bearer form or through or by a central clearing corporation maintained by institutions active in the national securities markets, but the records of the Trustee shall at all times show that all the investments are part of the Trust; (e) To write covered call options and to purchase or sell put options and financial futures contracts; (f) To employ and act through suitable agents, accountants, appraisers, actuaries and attorneys (who may be counsel for the Trustee) and to pay their reasonable expenses and compensation, to consult with counsel (who,

without limitation, may be counsel to the Trustee) and shall be protected to the extent the law permits in acting upon the advice of counsel in regard to legal questions, and the Trustee shall periodically review the performance of the persons to whom these duties have been delegated, but the Trustee shall not be liable for relying upon the advice and expertise of any such person to the extent permitted by law, provided the Trustee's decisions in selecting and retaining such person were prudently made; (g) To borrow or raise moneys for the purposes of the Trust in the amounts, and upon the terms and conditions, as the Trustee in its discretion may deem advisable; and for any sums borrowed to issue its promissory note as Trustee, and to secure the repayment thereof by pledging all or any part of the Trust; and no person lending money to the Trustee shall be bound to see to the application of the money lent or to inquire into the validity, expediency or propriety of any borrowing; (h) To make, execute, acknowledge and deliver any documents of transfer and conveyance and any other instruments or agreements that may be necessary or appropriate to carry out the powers of the Trustee under the Trust or incidental thereto; (i) To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust, to commence or defend any suits or legal or administrative proceedings arising, necessary or appropriate in connection with the Trust, the administration and operation thereof or the powers or authority of the Trustee under the Trust, and to represent the Trust in all suits and legal and administrative proceedings; (j) To keep portions of the Trust in cash or cash balances as the Trustee may deem to be in the best interest of the Trust; (k) To register any investment in its own name or in the name of a nominee, and to hold any investment in bearer form or through or by a central clearing corporation maintained by institutions active in the national securities markets, but the records of the Trustee shall at all times show that all the investments are part of the Trust; and (l) Generally, to do all acts and to execute and deliver all instruments as in the judgment of the Trustee may be necessary or desirable to carry out any powers or authority of the Trustee. SECTION 5. FUNDING (a) Payments to the Trustee by each Plan Sponsor shall be made as follows: (i) Contributions shall be paid to the Trustee within a reasonable period of time after the date that the Deferral Amounts otherwise would have been paid to Members in an amount equal to (A) the aggregate Deferral Amounts elected by Members for the period and (B) corresponding amounts to be credited to Members' Company Matching Accounts under Plan Section 3.2. (ii) In the event that the designated rates of return to be credited to Members' Accounts as of the last Valuation Date of each Plan Year exceed the aggregate net income, gains and credits of the Trust as of the same Valuation Date, the Plan Sponsor shall make a contribution to the Trust within a reasonable period of time after that Valuation Date in an amount equal to the excess. In the event that the designated rates of return and other amounts to be credited to Members' Accounts pursuant to Plan Section 4.3 as of the last Valuation Date of each Plan Year are less than the aggregate net income, gains and credits of the Trust as of the same Valuation Date, the Trustee shall apply the difference as a credit towards future contributions required of the Plan Sponsor pursuant to this Subsection (a), unless the Primary Sponsor directs otherwise pursuant to Subsection (c) below. (b) The Trustee shall be responsible for assets actually received by it as Trustee and shall have no duty or authority to compute amounts to be contributed or to review the computation of amounts to be contributed. (c) Prior to a Change of Control, the Primary Sponsor may from time to time direct the Trustee to determine the amount by which the assets in the Trust exceed the amount needed to pay all unpaid benefits accrued under the Plan (the "Surplus Amount"). If the Trustee determines that the Trust has a Surplus Amount, the Primary Sponsor

may advise the Trustee that the Primary Sponsor is entitled to receive the Surplus Amount. The Trustee shall make payment to the Primary Sponsor of the Surplus Amount as soon as administratively practicable following receipt of the notification provided for in this Subsection. SECTION 6. DUTIES OF THE TRUSTEE (a) Except for records dealing solely with the Trust and its investments and disbursements, which shall be maintained by the Trustee, each Plan Sponsor shall maintain all records contemplated by the Plan. (b) Each Plan Sponsor shall furnish to the Trustee all the information necessary to determine the benefits payable to or with respect to each participant in the Plan, including any benefits payable after a participant's death. Each Plan Sponsor shall from time to time, and at least annually, and promptly upon the request of the Trustee furnish updated information to the Trustee. In the event the Plan Sponsor refuses or neglects to provide any updated information as contemplated herein, the Trustee shall rely upon the most recent information furnished to it by the Plan Sponsor; provided, however, that on or after a Change of Control, the Trustee shall rely in its discretion upon (i) information furnished to it by the Plan Sponsor prior to a Change of Control, (ii) information furnished to it by the Plan Sponsor on or after a Change of Control and/or (iii) any information received by it from a participant or designated beneficiary unless the recipient actually knows that any such information is false. The Trustee has no responsibility to verify information provided to them by the Plan Sponsor or any participant or designated beneficiary. (c) Upon proper notification from the Plan Sponsor prior to a Change of Control or upon an independent determination by the Trustee on or after a Change of Control (based on such information as the Trustee shall be entitled to rely upon pursuant to Subsection (b) above), when, in the opinion of the Plan Sponsor prior to a Change of Control or Trustee on or after a Change of Control, as applicable, a participant's benefits under the Plan have become payable, the Plan Sponsor or Trustee, as applicable, shall notify the participant or the beneficiary of a deceased participant and, if applicable, the Trustee. Such notice shall include the amount of such benefits, the terms of payment, the amount of any taxes required to be withheld from such amount, and the name, address and social security number of the recipient. Upon the receipt of a notification or after making its determination, as applicable, the Trustee shall commence distributions from the Fund in accordance therewith to the person or persons so indicated. (d) The Plan Sponsors shall have full responsibility for the payment of all taxes of any nature levied, assessed or imposed upon the Fund, including the payment of all withholding taxes to the appropriate taxing authority and shall also furnish each participant or beneficiary with the appropriate tax information form evidencing such payment and the amount thereof. (e) Prior to a Change of Control, the Trustee shall have no responsibility for determining whether any participant or beneficiary has died or whether a participant's rights under the terms of the Plan have been forfeited and shall be entitled to rely upon information furnished by the Plan Sponsor. On or after a Change of Control, the Trustee shall determine whether a participant's benefit shall be deemed forfeited or whether a participant or beneficiary has died based on information supplied under Subsection (b) hereof; provided, however, that a certified death certificate received by the Trustee shall be conclusive evidence of the death of any person regardless of the source of such certificate. (f) Nothing provided in this Trust Agreement shall relieve a Plan Sponsor of its liabilities to pay the benefits provided under the Plan except to the extent such liabilities are met by application of Fund assets. (g) Each Plan Sponsor agrees that by the establishment of this Trust it hereby forgoes forgoes any judicial review of any independent determination by the Trustee as to the benefit payable to any persons hereunder. If a dispute arises as to the amounts or timing of any such benefits or the persons entitled thereto under the Plans or this Trust Agreement, the Plan Sponsor agrees that such dispute shall be resolved by binding arbitration proceedings convened in Mobile, Alabama and conducted in accordance with the rules of the American Arbitration Association and that the results of such proceedings shall be conclusive and shall not be subject to judicial review. It is expressly understood that pending the resolution of any such dispute, payment of benefits shall be made and continued by the Trustee in accordance with its independent determination and that the Trustee shall have no liability with respect to such payments. The Plan Sponsor also agrees to pay the entire cost of any arbitration or

legal proceeding initiated by it or by the Trustee or by any participant or beneficiary, including the legal fees of the Trustee and the participant or other claimant regardless of the outcome of any such proceeding. SECTION 7. DISTRIBUTIONS FROM THE FUND (a) Consistent with the provisions of Section 9 hereof, the Trustee is authorized to pay from the Fund reasonable expenses of the Trustee, including fees of accountants and legal counsel to the Trust, and the Trustee's compensation. (b) The Trustee shall make any distribution required pursuant to this Trust Agreement by mailing its check or other evidence of payment to the person to whom such distribution or payment is to be made at such address as was last furnished to the Trustee or, if agreeable to the Plan Sponsor and the affected participant and so directed in a written notice to the Trustee by those parties, by crediting the account of such person or by transferring funds to such person's account by bank or wire transfer. The Trustee shall not be required to make any investigation to determine the whereabouts or mailing address of any person. If the person to receive a distribution can not be found, the Trustee shall hold payment or deposit same in a bank (including the Trustee, if a financial institution is serving as such) for the credit of that person without liability for interest thereon. If a check or other evidence of payment of the benefit hereunder has been mailed to the last address of the person furnished the Trustee and is returned unclaimed, the Trustee shall notify the Plan Sponsor and shall discontinue further payments to the payee until it receives instructions from the Plan Sponsor. (c) The Trustee shall not be bound by any instruction, direction or notice unless and until it has been received in writing by the Trustee and may rely upon any instruction, direction or notice of a continuing nature until the Trustee receives a writing which revokes that instruction, direction or notice. The Trustee may without liability assume that any such instruction, direction or notice is genuine unless it has actual knowledge or, after receiving notification of a problem, has reasonably determined that the instruction, direction or notice is not genuine. (d) The Trustee shall not be responsible for the application of any assets held as part of the Fund which have been distributed pursuant to the Plan and the Trust Agreement. SECTION 8. CLAIMS OF CREDITORS (a) The Fund assets shall be treated as general assets of the Plan Sponsor and shall remain subject to claims of the general creditors of the Plan Sponsor under applicable state and federal law. Nothing in the Trust Agreement shall affect the rights of any participant as general creditor of the Plan Sponsor. No participant shall have a preferred claim on or any beneficial ownership in the Fund prior to the time for distribution to the participant under the terms of a Plan or the terms of this Trust Agreement. In the event that the Plan Sponsor becomes insolvent as described in Subsection (c) below, each participant shall be deemed to waive any priority the participant may have under law as an employee with respect to any claim against the Plan Sponsor and the Trust beyond the rights the participant would have as a general creditor of the Plan Sponsor. (b) Except as otherwise provided by Subsection (c) below, no benefit which shall be payable under the Trust to any person shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of the same shall be void. 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 attachment or legal process for or against any person, except to the extent provided by Subsection (c) below and as may otherwise be required by law. (c) The board of directors of a Plan Sponsor shall immediately notify the Trustee in writing of the insolvency of the Plan Sponsor. For purposes of this Subsection (c), the term "insolvency" shall mean the inability of the Plan Sponsor to pay its debts as they become due in the usual course of its business or that the liabilities of the Plan Sponsor are in excess of its assets. Upon receipt of the written notice, the Trustee shall suspend all further payments to participants or their beneficiaries and shall hold the assets of the Trust for the benefit of the creditors of the Plan Sponsor in the manner directed by a court of competent jurisdiction. If the Trustee should receive any written allegation of the insolvency of the Plan Sponsor, the Trustee shall suspend payments to participants and

hold the assets of the Trust for the benefit of the creditors of the Plan Sponsor and, within a period of thirty (30) days after the receipt of the written allegation, determine whether the Plan Sponsor is insolvent. If the Trustee determines that the Plan Sponsor is solvent, it shall immediately resume payments to the participants or their beneficiaries. In the event that the Trustee has actual knowledge of the insolvency of the Plan Sponsor, the Trustee shall hold the assets of the Trust for the benefit of the creditors of the Plan Sponsor in the manner directed by a court of competent jurisdiction. Unless the Trustee (i) has been notified in writing by the board of directors of a Plan Sponsor of the insolvency of a Plan Sponsor, (ii) has received any written allegation of the insolvency of a Plan Sponsor or (iii) has actual knowledge of the insolvency of a Plan Sponsor, the Trustee shall have no duty to inquire whether a Plan Sponsor is insolvent. SECTION 9. FEES AND EXPENSES The compensation and expenses of the Trustee shall be paid from the assets of the Fund. Expenses of the Trustee shall include the reasonable expenses and compensation of third parties employed by the Trustee pursuant to Section 4(f) hereof. SECTION 10. ACCOUNTS (a) The Trustee shall keep such records as the Trustee considers necessary for the management of the Trust. The Trustee's books and records of the Fund shall be open to inspection by the Plan Sponsor and participants during regular business hours of the Trustee. (b) The Trustee may establish separate accounts within the Fund for any group or category of the Plan as it determines appropriate to maintain its books of accounts and other records in accordance with the provisions of the Plan and the Trust Agreement. The Plan Sponsors shall maintain or cause to be maintained accounting records for the Plan sufficient to allow the determination of the portion of the Fund which is allocable both to each of the Plan Sponsors. Irrespective of the comingling of assets of the Plan for investment in the Fund, no portion of the Fund which is allocable to any one of the Plan Sponsors shall be used to pay benefits or discharge liabilities or obligations specifically allocable or attributable, respectively, to any other Plan or any other Plan Sponsor. (c) Within ninety (90) days after the close of each calendar year, the date of the removal or resignation of the Trustee, or the termination of the Trust, the Trustee shall render to the Primary Sponsor a written account of its management of the Fund covering the period since the previous account and report. The written approval of that accounting and report by the Primary Sponsor or the failure of the Primary Sponsor to notify the Trustee of its disapproval of such accounting within ninety (90) days after its receipt shall be final and binding as to the Trustee's administration of the Trust for the period upon the Primary Sponsor and all persons who have or may thereafter have an interest in the Trust. SECTION 11. RESIGNATION, REMOVAL AND SUCCESSION (a) The Trustee may resign at any time upon giving sixty (60) days' prior written notice to the Primary Sponsor. (b) The Trustee may be removed by the Primary Sponsor at any time; provided, however, that in the event of a Change of Control, the Trustee may thereafter be removed only after securing the written consent of a majority of the participants of the Plan and the designated beneficiaries of deceased participants. (c) Upon the removal or resignation of the Trustee, any successor appointed shall have the same powers and duties as those conferred upon the Trustee under this Trust. Prior to a Change of Control, the appointment of any successor Trustee shall be in the sole discretion of the Primary Sponsor. On or after a Change of Control, the appointment of any successor Trustee shall be made only with the consent of a majority of the participants of the Plans and the designated beneficiaries of deceased participants. Upon receipt by the Trustee of a written acceptance of the appointment by the successor Trustee, the Trustee shall transfer to the successor Trustee the assets constituting the Trust; provided, however, the Trustee shall not be required to pay over assets to a

successor Trustee unless the Trustee shall be discharged from all liability for any taxes which may be due and owing by the Trust, or unless the successor Trustee, who must be acceptable to the Trustee, indemnifies the Trustee and the Trustee in its sole discretion agrees to accept indemnification. In the event that within ninety (90) days after the removal or resignation of the Trustee the Primary Sponsor shall have failed to appoint a successor Trustee or the Trustee shall not have received a written acceptance from a successor Trustee, then the Trustee may file an appropriate action in a court of competent jurisdiction and transfer to the custody of the court the assets then held by the Trustee constituting the Trust. Upon transfer to a successor Trustee or to the court, as the case may be, the Trustee shall be relieved of all further responsibilities and liabilities in connection with the Trust. The Trustee is authorized, however, to reserve therefrom any assets as it may deem advisable for payment of its fees and expenses in connection with the settlement of its account or otherwise, and any balance of the reserve remaining after the payment of the Trustee's fees and expenses shall be paid over to the successor Trustee or to the court. SECTION 12. AMENDMENT AND TERMINATION (a) Prior to a Change of Control, the Trust Agreement may be amended any time and to any extent by a written instrument executed by the Primary Sponsor, provided, however, that no such amendment shall be effective to the extent that it purports to make the Trust revocable. In addition, no such amendment shall have the effect of reducing benefits accrued by participants under the Plan, delaying the times at which distributions are made from the Fund to participants and their beneficiaries or allowing a Plan Sponsor or any other person to receive distributions of the assets of the Fund not then permitted under the terms of the Trust Agreement. On or after a Change of Control, this Trust Agreement may only be amended with the consent of a majority of the participants of the Plan and the designated beneficiaries of deceased participants. No amendment that purports to increase the duties or responsibilities of the Trustee or to alter materially the manner in which the Trustee is to discharge any continuing duties or responsibilities shall be given effect without the consent of the Trustee and no other amendment shall be given effect without first providing notice of same to the Trustee. The Trustee and Primary Sponsor or, if applicable, a majority of the participants of the Plan and the designated beneficiaries of deceased participants may amend the Trust Agreement in any manner not otherwise specifically precluded by this Subsection, including any amendment regarding the removal of an existing Trustee or the appointment of a successor Trustee. (b) Notwithstanding any other provisions of the Trust Agreement to the contrary, the Trust shall terminate and all Fund assets shall be distributed (i) on the complete distribution of the Fund in accordance with the terms and provisions of the Plan; (ii) upon the delivery to the Trustee of a writing terminating the Trust signed by the Primary Sponsor, all participants of the Plan and the designated beneficiaries of deceased participants; or (iii) in the event the Internal Revenue Service makes a final determination that the assets of the Fund constitute compensation currently taxable as income to participants. Any assets remaining in the Fund after satisfaction of all liabilities and expenses of the Plan shall be returned to the Plan Sponsors. SECTION 13. MISCELLANEOUS (a) The Trustee shall under no circumstances be required to recognize any conveyance, transfer, assignment, mortgage, pledge or encumbrance by any participant or any person entitled to receive benefits under the Plan, any part of it, or any interest in it, or to pay any money or thing of value to any creditor or assignee of any participant or person for any cause whatsoever; provided, however, this Subsection (a) does not affect the provisions of Section 8 of the Trust Agreement. (b) The Primary Sponsor hereby agrees to indemnify and hold harmless the Trustee from and against any and all losses, claims, damages, liabilities, costs and expenses, including but not limited to, liability for any judgments or settlements consented to in writing by the Trustee, as applicable, which consents will not be unreasonably withheld, and reasonable attorneys' fees arising out of or in connection with or as a direct or indirect result of its serving, respectively, as the trustee (including but not limited to the Trustee's acts or omissions with respect to (i) the voting of any share of stock held as part of the assets of the Trust; (ii) establishing or maintaining investment funds or effecting investments therein in accordance with the terms and provisions of the Trust; (iii) the determinations by the Trustee of insolvency or of a Change of Control (including

acts or omissions in accordance with the terms and provisions of the Trust following any determination of insolvency or a Change of Control); or (iv) the determination by the Trustee of Surplus Amounts or benefits payable to participants or their beneficiaries), except those losses, claims, damages, liabilities, costs and expenses, if any, arising out of or in connection with or as a direct or indirect result of the Trustee's bad faith, gross negligence or willful neglect or breach of trust. In amplification of and without limiting the foregoing, the Primary Sponsor specifically agrees to indemnify and hold the Trustee harmless from and against any and all liability, loss, damage, cost or expense arising out of or in connection with (A) the transfer of any portion of the Fund to a subtrustee at the direction of the Primary Sponsor; (B) any act or omission of a subtrustee, provided the Trustee had no knowledge of such act or omission acquired through its normal course of dealings with the subtrustee, or if the Trustee did have such knowledge either the Trustee timely notified the Primary Sponsor in writing or the Primary Sponsor otherwise received timely notice of such act or omission; or (C) any decision by the Trustee to terminate a subtrust following a Change of Control. Nothing in the immediately preceding sentence shall require the Primary Sponsor to indemnify and hold the Trustee harmless from and against any liability, loss, damage, cost or expense attributable to regulatory action taken by any Federal or state agency having jurisdiction over the Trustee, as a banking institution, with regard to the establishment or maintenance of a subtrust. The Trustee shall promptly notify the Primary Sponsor of any claim, action or proceeding for which it may seek indemnity. This indemnity is a continuing obligation and shall be binding on the Primary Sponsor and its successors, whether by merger or otherwise, and assigns. In addition, this indemnity shall survive the resignation or removal of the Trustee, the liquidation of the Trust, or both events. (c) As used in this Trust Agreement, the term "Change of Control" means any event that pursuant to the requirements of Article X of the Primary Sponsor's Certificate of Incorporation, as amended from time to time, requires the affirmative vote of the holders of not less than eighty percent (80%) of the Voting Stock (as defined therein); provided, however, that no event shall constitute a Change of Control if approved by the Board of Directors of the Primary Sponsor a majority of whom are "present directors" and "new directors." For purposes of the preceding sentence, "present directors" shall mean individuals who as of the date of this Trust Agreement were members of the Board of Directors of the Primary Sponsor and "new directors" shall mean any director whose election by the Board of Directors of the Primary Sponsor (in the event of vacancy) or whose nomination for election by the Primary Sponsor's stockholders was approved by a vote of at least three-fourths of the directors then still in office who are present directors and new directors; provided that any director elected to the Board of Directors of the Primary Sponsor solely to settle a threatened or actual proxy contest shall in no event be deemed to be a new director. The board of directors of the Primary Sponsor shall immediately notify the Trustee of the occurrence of a Change of Control. Upon receipt of such written notice or in the event the Trustee has actual knowledge that a Change of Control has occurred, the Trustee shall take no action nor facilitate the taking of any action contemplated by the Trust Agreement as being taken prior to a Change of Control if (i) an alternative procedure for taking such action is prescribed on or after a Change of Control, or (ii) any action of the type described is expressly limited to the period prior to a Change of Control. If the Trustee should receive any written allegation to the effect that a Change of Control has occurred, the Trustee shall take no action nor facilitate the taking of any action described in the immediately preceding sentence until making an independent determination as to whether a Change of Control has occurred. The Trustee shall make this determination within a period of thirty (30) days after the receipt of the written allegation. Following the determination, the Trustee shall discharge its duties under the Trust Agreement in a manner consistent with that determination. (d) Prior to a Change of Control, authority and responsibility with regard to the voting of and control over any securities of a Plan Sponsor held in the Trust shall be exercised as follows: (i) the Primary Sponsor shall direct the Trustee in writing as to the manner in which such securities are to be voted; and (ii) all other decisions affecting such securities, including, without limitation, decisions to oppose or consent to tender or exchange offers, shall be similarly directed by the Primary Sponsor. The Trustee shall take such steps as may be necessary or appropriate to carry out the directions of the Primary Sponsor given pursuant to this Subsection. On or after a Change of Control, voting and all other decisions relating to the securities of a Plan Sponsor shall be made by the Trustee or, if such securities are subject to the investment authority of an Investment Manager by that Investment Manager. (e) The Trustee shall be required to take any and all reasonable legal action to enforce the obligations of each Plan Sponsor under the Trust Agreement. (f) Whenever the context requires, words of the masculine gender used herein shall include the feminine and the neuter, and the words used in the singular shall include the plural. (g) Each provision of the Trust Agreement is severable and if any provision is found to be void as against public

policy it shall not affect the validity of any other provision hereof. (h) The Trust Agreement shall be binding upon the successors and assigns of each Plan Sponsor and the Trustee. (i) The providers of the Trust shall be construed according to the laws of the State of Alabama and, to the extent applicable, according to the United States. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written. PRIMARY SPONSOR: Morrison Restaurants Inc.
By: /s/ Samuel E. Beall, III President and Chief Executive Officer

Title: ATTEST: /s/ Pfilip G. Hunt Title: Senior Vice President, General Counsel & Secretary [CORPORATE SEAL]

TRUSTEE: Amsouth Bank N.A.
By: /s/ Lynn E. Cushing Vice President and Trust Officer

Title:

ATTEST: /s/ Cheryl A. Davidson Title: Vice President and Trust Officer

[SEAL]

MORRISON INCORPORATED MANAGEMENT RETIREMENT PLAN THIS INDENTURE made and entered into this 28th day of March , 1989, by MORRISON INCORPORATED, a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the "Company"): W I T N E S S E T H: WHEREAS, the Company established the Morrison Incorporated Management Retirement Plan (the "Plan"), effective June 1, 1989; and WHEREAS, the Company desires to provide for a select group of management or highly compensated long-term employees the security of receiving a defined level of retirement benefits from the Plan, when considered together

MORRISON INCORPORATED MANAGEMENT RETIREMENT PLAN THIS INDENTURE made and entered into this 28th day of March , 1989, by MORRISON INCORPORATED, a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the "Company"): W I T N E S S E T H: WHEREAS, the Company established the Morrison Incorporated Management Retirement Plan (the "Plan"), effective June 1, 1989; and WHEREAS, the Company desires to provide for a select group of management or highly compensated long-term employees the security of receiving a defined level of retirement benefits from the Plan, when considered together with benefits provided from the Company-funded portion of certain other employee benefits provided by the Company; NOW, THEREFORE, effective as of June 1, 1989, the Company hereby agrees to provide certain benefits in accordance with the following terms and conditions: ARTICLE I DEFINITIONS 1.01 "Accrued Benefit" means the benefit payable to a Participant in accordance with Article IV hereof as a yearly amount, calculated as a single life annuity for the life of the Participant, equal to 1.5 percent of the Participant's Final Average Compensation multiplied by the number of Years of Credited Service not to exceed 20, plus 2 percent of the Participant's Final Average Compensation multiplied by each additional Year of Credited Service in excess of 20 but not to exceed 30, minus the sum of (a) the Participant's Frozen Retirement Plan Benefit, (b) the Participant's Social Security Benefits and (c) the Participant's Executive Supplemental Pension Plan Benefit. 1.02 "Actuarial Equivalent" means, with respect to a benefit, any benefit provided under the terms of the Plan which has the same present value on the date the benefit payment commences. For the purpose of establishing whether a benefit is the Actuarial Equivalent of another benefit, the Company shall apply the same factors for determining actuarial equivalence under the Frozen Retirement Plan. 1.03 "Affiliate" means (a) any corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as is the Company, (b) any other trade or business (whether or not incorporated) controlling, controlled by, or under common control (within the meaning of Section 414(c) of the Code) with the Company, (c) any other organization which is a member of an affiliated service group (within the meaning of Section 414(m) of the Code) with the Company, and (d) any other entity required to be aggregated with the Company pursuant to regulations under Section 414(o) of the Code. 1.04 "Board of Directors" means the Board of Directors of the Company. 1.05 "Break in Service" means any Plan Year during which a Participant has not completed more than 500 Hours of Service. A Break in Service shall not occur during: (a) an absence or leave of absence, with or without pay, which was authorized by the Company for a period not to exceed one year provided that the Participant returns to the active service of the Company at or prior to the termination of the absence or leave; (b) periods of military service during which time the Participant's rights were protected by law; or (c) maternity or paternity leave of absence caused: (1) by reason of pregnancy of the individual,

(2) by reason of the birth of a child of the Participant, (3) by reason of the placement of a child in connection with the adoption of a child by the Participant, or (4) for purposes of caring for the child during the period immediately following the birth or placement for adoption. In the case of (c) above, the Participant shall be considered as having completed either the number of hours that would have been credited to the Participant for the absence or, if the normal working hours are unknown, he shall be credited with eight hours per normal work day during the absence. However, the total number of hours so credited shall not exceed 501 and further must be credited only (i) in the year in which that absence begins for one of the permitted reasons listed herein if the crediting is necessary to prevent a Break in Service in that year or (ii) in the following year. 1.06 "Code" means the Internal Revenue Code of 1986, as amended. 1.07 "Compensation" means the total compensation that would be subject to tax under Code Section 3101(a) (but without the dollar limitation of Code Section 3121(a)(1) and excluding any amounts paid as Long-Term Disability Benefits) paid to a Participant by the Company, or any Affiliate, during a Plan Year, including amounts paid or credited to a Participant as nonqualified deferred compensation by the Company or any Affiliate, notwithstanding the provisions of Code Section 3121(v)(2), but in no event in excess of $100,000 (as adjusted from time to time at the sole discretion of the Company). 1.08 "Deferred Retirement Date" means the date on which a Participant actually retires under the provisions of Section 4.03 of the Plan. 1.09 "Early Retirement Date" means the date on which a Participant attains age 55, completes at least 15 Years of Credited Service, and submits in writing a request to retire on a date prior to his Normal Retirement Date. 1.10 "Executive Supplemental Pension Plan Benefit" means the benefits under the Morrison, Inc. Executive Supplemental Pension Plan payable to a Participant or his beneficiary designated under such Plan and calculated as a single life annuity for the life of the Participant. 1.11 "Final Average Compensation" means the average of a Participant's Compensation for the five consecutive Years of Credited Service immediately preceding his retirement date or death. If a Participant completes at least 1,000 Hours of Service in a Year of Credited Service within the computation period, but he is not paid compensation for that entire Plan Year, then his Compensation for that Year of Credited Service shall be annualized. For the purpose of annualizing a Participant's Compensation, the component consisting of bonuses shall be the greater of the bonuses paid to the Participant during the Plan Year or the bonuses paid to the Participant in the most recent Plan Year. 1.12 "Frozen Retirement Plan" means the Morrison Incorporated Retirement Plan. 1.13 "Frozen Retirement Plan Benefit" means the benefits under the Morrison Incorporated Retirement Plan payable to a Participant or his beneficiary designated under such Plan and calculated as a single life annuity for the life of the Participant. 1.14 "Hour of Service" means (a) Each hour for which an Participant is paid or entitled to payment for the performance of duties for the Company or an Affiliate. These hours shall be credited to the Participant for the computation period in which the duties are performed. (b) Each hour for which an Participant is paid or entitled to payment by the Company or an Affiliate on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence. No more than 501 Hours of Service shall be credited under this Subsection for any single computation period.

(c) Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Company or an Affiliate. The same Hours of Service shall not be credited under both Subsection (a) or Subsection (b), as the case may be, and also under this Subsection (c). These hours shall be credited to the Participant for the computation period or periods in which the award, agreement, or payment pertains. (d) Hours of Service shall be credited and determined in compliance with Section 2530.200b-2 of 29 CFR Part 2530 as prescribed by the Department of Labor. 1.15 "Long-Term Disability Benefits" mean the annual benefits payable to a Participant by reason of any longterm disability coverage attributable to premiums paid by the Company or an Affiliate. 1.16 "Normal Retirement Age" means the date on which a Participant attains age 65. 1.17 "Normal Retirement Date" means the date on which a Participant attains Normal Retirement Age. 1.18 "Participant" means any employee of the Company who has become a Participant pursuant to Article II of the Plan, who retires from employment with the Company on or after June 1, 1989, and who has not received a full distribution from the Plan of his Accrued Benefit. 1.19 "Plan Administrator" means the organization, person or persons appointed by the Board of Directors. 1.20 "Plan Year" means the calendar year. 1.21 "Social Security Benefits" means (a) if the Participant retires prior to his Normal Retirement Date, the annual primary insurance amount that would be payable to a Participant at "retirement age" as defined in 42 U.S.C. Section 416(1) under the Social Security Act, as amended, based on the assumption that the Participant will continue to receive until reaching "retirement age" Compensation that would be treated as wages for purposes of the Social Security Act at the same rate as in the calendar year preceding the retirement date; or (b) if the Participant retires on or after his Normal Retirement Date, the annual primary insurance amount payable to a Participant at "retirement age" as defined in 42 U.S.C. Section 416(1) under the Social Security Act, as amended. 1.22 "Year of Credited Service" means each calendar year during which the Participant completes not less than 1,000 Hours of Service. For purposes of determining Years of Credited Service, the following shall apply: (a) in the event that the Company or an Affiliate acquires all of the assets of another corporation or entity or a controlling interest in the stock of another corporation or merges with another corporation or entity and is the surviving entity, then an employee who was employed by the prior corporation or entity and who is employed by the Company or an Affiliate on or about the time of the acquisition or merger may be credited, at the sole discretion of the Company, with Years of Credited Service while in the employ of the prior corporation or entity but for that period shall be credited with no more than seven and one-half (7-1/2) Years of Credited Service; (b) if a Participant makes the election under Section 4.04(b) hereof to defer payment of his Accrued Benefit upon attaining his Early Retirement Date, his Accrued Benefit shall be determined by crediting him with an additional Year of Credited Service for each whole calendar year constituting the period of deferral; (c) if a Participant receives Long-Term Disability Benefits for any period of time, that period shall not be counted for purposes of determining Years of Credited Service; (d) in the event a Participant incurs a Break in Service of more than three consecutive Plan Years, all Years of Credited Service prior to the initial Break in Service shall be disregarded for all purposes under the Plan; and (e) in the event a Participant incurs a Break in Service for a period not in excess of three consecutive Plan Years, the Plan Administrator shall have the sole discretion to determine how many, if any, Years of Credited Service prior to the initial Break in Service shall be counted and for which purposes under the Plan. ARTICLE II ELIGIBILITY 2.01 Any person actively employed by the Company or an Affiliate who, as of June 1, 1989, had 15 Years of Credited Service and whose average annual Compensation (determined without regard to the $100,000 limit) for the immediately preceding three-calendar-year period equalled or exceeded $40,000 shall be a Participant as of June 1, 1989.

2.02 Any other person actively employed by the Company or an Affiliate with 15 Years of Credited Service and whose average annual Compensation (determined without regard to the $100,000 limit) for a consecutive threecalendar-year period equals or exceeds $40,000 (as may be adjusted from time to time hereafter by the Company) shall become a Participant in the Plan as of the immediately succeeding January 1st. ARTICLE III FUNDING The Plan shall be unfunded and all benefits payable under the Plan shall be paid solely out of the Company's assets which are available to satisfy the claims of the Company's general creditors. ARTICLE IV RETIREMENT BENEFITS 4.01 Whenever in the Plan reference is made to a retirement date, it shall mean the Normal Retirement Date, Deferred Retirement Date, or Early Retirement Date, whichever is applicable. If the amount of the payment required to commence on a specified date pursuant to this Article IV cannot be made or ascertained by that date, payment shall commence retroactively to that date. 4.02 Normal Retirement Date A Participant who reaches Normal Retirement Age while an employee of the Company or an Affiliate may retire as of his Normal Retirement Date and shall be entitled to receive his Accrued Benefit. However, a Participant who is also a participant in the Frozen Retirement Plan can only receive his Accrued Benefit if he has begun to receive his Frozen Retirement Plan Benefit. The benefit under this Section 4.02 shall commence on the first day of the month following the Participant's Normal Retirement Date and shall be payable in accordance with Article VII hereof. 4.03 Deferred Retirement A Participant may elect to remain in the employ of the Company or an Affiliate beyond his Normal Retirement Date and defer receipt of his benefit under the Plan until his Deferred Retirement Date. However, a Participant who is also a participant in the Frozen Retirement Plan can only receive his Accrued Benefit if he has begun to receive his Frozen Retirement Plan Benefit. The benefit commencing upon the Participant's actual retirement date will be his Accrued Benefit calculated as of his Deferred Retirement Date. The benefit under this Section 4.03 shall commence on the first day of the month following the Participant's Deferred Retirement Date and shall be payable in accordance with Article VII hereof. 4.04 Early Retirement (a) At his Early Retirement Date, a Participant may retire under this Section 4.04(a) and shall be entitled to receive his Accrued Benefit calculated as of his Early Retirement Date. However, a Participant who is also a participant in the Frozen Retirement Plan can only receive his Accrued Benefit if he has begun to receive his Frozen Retirement Plan Benefit. Except as provided in Subsection (b) below, the benefit under this Section 4.04 shall commence on the first day of the month following the Participant's Early Retirement Date in accordance with Article VII hereof. (b) At his Early Retirement Date, a Participant may elect to retire but may request of the Plan Administrator permission to defer the commencement of the payment of his Accrued Benefit to any point in time beginning at least 12 months after his Early Retirement Date. If a Participant so elects and he receives the permission of the Plan Administrator, his Accrued Benefit nevertheless shall be determined based upon his Final Average Compensation as of his Early Retirement Date although he shall continue to accrue Years of Credited Service as provided in Section 1.22(b) hereof. ARTICLE V DEATH BENEFITS Upon the death of any married Participant on or after his Early Retirement Date but prior to the receipt of any benefits hereunder, the spouse surviving him on the date of death shall be entitled to receive a survivor annuity

providing monthly benefits for life equal to fifty (50) percent of the annuity which would have been payable during the joint lives of the Participant and such surviving spouse if the Participant had retired on the date immediately before his death and received a normal form of distribution pursuant to Section 7.02 hereof. The benefit shall be paid to such surviving spouse on the first day of the month following the Participant's death in accordance with Article VII hereof. If the amount of the payment required to commence on a specified date pursuant to this Article V cannot be made or ascertained by that date, payment shall commence retroactively to that date. ARTICLE VI TERMINATION OF EMPLOYMENT 6.01 Termination of Employment In the event a Participant's employment with the Company and its Affiliates terminates before his Early Retirement Date, his Accrued Benefit shall be forfeited. 6.02 Leave of Absence A leave of absence which is authorized by the Company shall not constitute a termination of employment unless the Participant fails to return to active employment at or prior to the expiration of the leave. If the Participant does not return to active employment within the time specified, then his employment shall be deemed to have terminated as of the commencement of the leave of absence. ARTICLE VII PAYMENT OF BENEFITS UPON RETIREMENT 7.01 All forms of retirement benefits payable under the Plan shall be the Actuarial Equivalent of the Participant's Accrued Benefit payable as a single life annuity for the life of the Participant. 7.02 In the case of a Participant who is ineligible to receive benefits under the Frozen Retirement Plan, the normal form of distribution made pursuant to this Section 7.02 if the Participant is married on the date benefits are to commence shall be a joint and fifty (50) percent survivor annuity providing monthly benefits payable for the life of the Participant with a survivor annuity for the life of the spouse to whom he is married at retirement which is fifty (50) percent of the amount of the annuity payable during the joint lives of the Participant and such surviving spouse, or if the Participant is not married on the date benefits are to commence, a single life annuity providing monthly benefits payable for the life of the Participant. No later than 90 days and no earlier than 120 days prior to his retirement date, the Participant may request of the Plan Administrator permission to have payments made in one of the following alternative forms: (a) an annuity providing for monthly benefits payable for the life of the Participant; (b) an annuity providing for monthly benefits payable for the life of the Participant with 120 or 240 monthly payments guaranteed; (c) a joint and survivor annuity providing for monthly benefits payable for the life of the Participant with a survivor annuity for the life of his joint annuitant designated at retirement (either his surviving spouse or another designee) at the rate of fifty (50), seventy-five (75) or one hundred (100) percent of the amount of the annuity payable during the joint lives of the Participant and such joint annuitant. 7.03 If a Participant is eligible to receive benefits under the Frozen Retirement Plan, his Accrued Benefit shall be paid in the same form as the method of payment selected by the Participant under the Frozen Retirement Plan. 7.04 No payments of a Participant's Accrued Benefit shall be made while the Participant is receiving Long-Term Disability Benefits. ARTICLE VIII PLAN ADMINISTRATOR 8.01 Organization and Operation of a Plan Administrator

(a) Any person appointed as the Plan Administrator shall signify his acceptance by filing a written acceptance with the Board of Directors. If a corporation or organization is appointed to serve as the Plan Administrator, then the Plan Administrator may designate in writing a person who may act on behalf of the Plan Administrator. The Board of Directors shall have the right to remove the Plan Administrator at any time by notice in writing. The Plan Administrator may resign at any time by written notice of resignation to the Board of Directors, which resignation shall become effective upon the date specified therein. Upon removal or resignation, or in the event of the death of a person constituting any part of the Plan Administrator, the Board of Directors shall appoint a successor to the person. (b) The Plan Administrator shall not receive any compensation for his services. 8.02 Duties and Responsibilities of the Plan Administrator (a) The Plan Administrator shall perform any act which the Plan authorizes or requires of the Plan Administrator. (b) The Plan Administrator shall compute the amount of any benefits which shall be payable to any Participant or beneficiary in accordance with the provisions of the Plan. (c) The Plan Administrator shall from time to time establish rules, not contrary to the provisions of this Plan, for the administration of the Plan and the transaction of its business. The Plan Administrator shall interpret the Plan and shall determine all questions arising in the administration, interpretation and application of the Plan, including determinations of eligibility for, and the amount of, any Accrued Benefit. All determinations of the Plan Administrator shall be final and binding on all Participants and beneficiaries, subject to the provisions of the Plan and applicable law. (d) The Plan Administrator may designate in writing other persons to carry out its responsibilities under the Plan. The Plan Administrator may at any time and from time to time remove any person designated to carry out its responsibilities under the Plan by notice in writing to the person. (e) The Plan Administrator may employ persons to render advice with regard to any of its responsibilities under the Plan. Charges for all services rendered shall be directly paid by the Company. (f) The Company shall indemnify and hold harmless the Plan Administrator from and against any and all claims, losses, costs, expenses (including, without limitation, attorney's fees and court costs), damages, actions or causes of action arising from, on account of or in connection with the performance by the person of his duties in that capacity, other than those of the foregoing arising from, on account of or in connection with the willful neglect or willful misconduct of the person acting. (g) The statement of specific duties for a Plan Administrator in this Section 8.02 is not in derogation of any other duties which a Plan Administrator has under the provisions of the Plan or applicable law. ARTICLE IX CLAIM REVIEW PROCEDURE 9.01 Any person who makes a claim for benefits under the Plan that is denied shall have the right to appeal the denial of his claim to the Plan Administrator for a full and fair review at any time within 60 days after the claimant receives written notice of the denial. In the event of an appeal, the Plan Administrator shall afford the claimant or his duly authorized representative the opportunity: (a) to review documents pertinent to the claim; (b) to submit issues and comments in writing; and (c) to discuss the documents and issues with the Plan Administrator. 9.02 The final decision of the Plan Administrator shall be made not later than 60 days after receipt from the claimant of a request for review, unless special circumstances, such as the need to hold a hearing, require an extension of time for processing, in which case a decision shall be made as soon as possible but not later than 120 days after receipt of the request for review and only after appropriate notice to the claimant of the extension

is given before the end of the initial 60-day period. The decision shall be made in writing, shall include specific reasons for the decision, shall be written in a manner calculated to be understood by the claimant, shall include specific references to pertinent Plan provisions on which the decision is based, and, to the extent permitted by law, shall be final and binding on the claimant. The decision of the Plan Administrator shall be the final review provided by the Plan. ARTICLE X LIMITATION OF RIGHTS Participation in the Plan shall not give any Participant any right or claim except to the extent that the right is specifically fixed under the terms of the Plan. The establishment of the Plan shall not be construed to give any Participant a right to be continued in the employ of the Company or as interfering with the right of the Company to terminate the employment of any Participant at any time. ARTICLE XI LIMITATION OF ASSIGNMENT 11.01 Nonalienation of Benefits No benefit which shall be payable under the Plan to any person shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void; and no benefit shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person, nor shall it be subject to attachment or legal process for, or against, the person, and the same shall not be recognized under the Plan, except to the extent as may be required by law. 11.02 Payments to Minors or Incompetents Whenever any benefit which shall be payable under the Plan is to be paid to or for the benefit of any person who is then a minor or determined to be incompetent by qualified medical advice, the Plan Administrator need not require the appointment of a guardian or custodian, but shall be authorized to cause the same to be paid over to the person having custody of the minor or incompetent, or to cause the same to be paid to the minor or incompetent without the intervention of a guardian or custodian, or to cause the same to be paid to a legal guardian or custodian of the minor or incompetent if one has been appointed or to cause the same to be used for the benefit of the minor or incompetent. 11.03 Missing Participants Whenever the Plan Administrator cannot within a reasonable time after payments are to commence locate any person to or for the benefit of whom payments are to be made after making a reasonable effort to locate the person, the Company may hold the amount of the payment until the person entitled thereto is located. ARTICLE XII AMENDMENT OR TERMINATION 12.01 The Company may terminate or amend the Plan at any time. 12.02 Upon termination of the Plan, the Company shall not distribute Plan benefits at the time of termination, but instead shall make payment of Plan benefits as otherwise provided in the Plan according to the terms and conditions of the Plan immediately prior to its termination. ARTICLE XIII MISCELLANEOUS 13.01 Severability In case any one or more of the provisions of the Plan shall, for any reason, be held or found by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect (a) the invalidity, illegality or unenforceability shall not affect any other provisions of the Plan, (b) the Plan shall be construed as if the invalid,

illegal or unenforceable provision had never been contained herein, and (c) if the effect of a holding or finding that any provision is invalid, illegal or unenforceable is to modify to the Participant's detriment, reduce or eliminate any benefit to the Participant intended by the Company, the Company shall promptly amend the Plan to provide to the Participant (to the extent lawfully permissible) substantially the same benefit the Participant would have enjoyed had any provision of this Plan been upheld as legal, valid and enforceable. 13.02 Governing Law The Plan shall be construed in accordance with and governed for all purposes by the laws of the State of Alabama, and to the extent applicable, by the laws of the United States of America. 13.03 Binding Effect The provisions of the Plan shall be binding upon and shall inure to the benefit of the successors and assigns of each Plan Sponsor. 13.04 Notices Any notice required or permitted to be given to the Plan Administrator under the Plan shall be in writing and shall be deemed to have been given when delivered in person or when deposited in the United States mail, registered or certified postage prepaid, and mailed to the Company at the following address: Morrison Incorporated P.O. Box 160266 4721 Morrison Drive Mobile, Alabama 36625-0001 Attention: Plan Administrator for the Morrison Incorporated Management Retirement Plan 13.05 Tax Withholding All federal, state and local income tax and other withholding obligations shall be satisfied by the Company's withholding from the payments of Plan benefits the amount of tax or other obligation. IN WITNESS WHEREOF, the Company has caused the Plan to be executed as of the day and year first above written. MORRISON INCORPORATED
By: /s/ S.E. BEALL, III Title: ATTEST: President

By: /s/ Pfilip G. Hunt Title: Secretary

[CORPORATE SEAL] 20742602.W51

FIRST AMENDMENT TO THE MORRISON INCORPORATED MANAGEMENT RETIREMENT PLAN

FIRST AMENDMENT TO THE MORRISON INCORPORATED MANAGEMENT RETIREMENT PLAN THIS FIRST AMENDMENT, made as of the 30th day of June, 1994, by MORRISON RESTAURANTS INC., f/k/a Morrison Incorporated, a corporation duly organized and existing under the laws of the State of Delaware (the "Primary Sponsor"); W I T N E S S E T H: WHEREAS, the Primary Sponsor maintains the Morrison Incorporated Management Retirement Plan under an indenture effective as of June 1, 1989 (the "Plan"); and WHEREAS, the Primary Sponsor now desires to rename the Plan, to amend the Plan to allow the Board of Directors to determine from time to time which, if any, Participants should be permitted to receive retirement benefits despite terminating employment with the Primary Sponsor and affiliates prior to attainment of age 55 and for other reasons; NOW, THEREFORE, the Primary Sponsor does hereby amend the Plan, effective January 1, 1994, as follows: 1. By renaming the Plan the "Morrison Restaurants Inc. Management Retirement Plan." 2. By adding to Section 1.01 the phrase "and Section 6.01" immediately following the phrase "Article IV" therein. 3. By deleting the first sentence of Section 1.11 and by substituting therefor the following: "1.11 Final Average Compensation means the average of a Participant's Compensation for the five consecutive Years of Credited Service immediately preceding the Participant's retirement, death or other termination of employment, as the case may be." 4. By substituting in Section 1.21 the phrase "first receives benefit payments under the Plan" in lieu of the word "retires" each time the same appears therein. 5. By deleting Subsection (d) of Section 1.22 and by substituting therefor the following: "(d) in the event a Participant incurs a Break in Service of more than three consecutive Plan Years, all Years of Credited Service prior to the initial Break in Service shall be disregarded for all purposes under the Plan, unless such action would be inconsistent with any individual determination by the Board of Directors pursuant to Section 6.01 hereof." 6. By deleting the first sentence of Article V and by substituting therefor the following: "Upon the death of any married Participant (a) who is employed by the Company or its Affiliates on or after age 55 or (b) who terminated employment with the Company and its Affiliates prior to age 55, retained his Accrued Benefit by action of the Board of Directors in accordance with Section 6.01 hereof and survived until at least age 55, the spouse surviving of such Participant shall be entitled to receive a survivor annuity providing monthly benefits for life equal to fifty percent (50%) of the annuity which would have been payable to the Participant and such surviving spouse under the Plan if the Participant had retired on the day immediately prior to his death and received a normal form of distribution pursuant to Section 7.02 hereof." 7. By deleting Section 6.01 in its entirety and by substituting therefor the following: "6.01 Termination of Employment The Accrued Benefit of a Participant who terminates employment with the Company and its Affiliates prior to attaining age 55 shall be forfeited; provided, however, that the Board of Directors, in its sole discretion, may determine on a case-by-case basis that the Accrued Benefit (based upon Final Average Compensation and Years of Credited Service as of the employment termination date) of any such Participant shall not be forfeited in

which case the affected Participant shall be entitled to receive his Accrued Benefit with payment commencing upon his attainment of age 65, unless the affected Participant elects to have payments commence as early the first day of the month following his attainment of age 55. An affected Participant who is also a participant in the Frozen Retirement Plan may not, however, elect to be paid under this Plan sooner than the date benefits commence under the Frozen Retirement Plan. The payment of benefits under this Section 6.01 may be in such forms and shall be subject to the same conditions and limitations as the payment of retirement benefits under Article VII. The authority vested in the Board of Directors pursuant to this Section 6.01 to determine, on a caseby-case basis, not to forfeit an otherwise forfeitable benefit shall not be delegated to any other person or entity notwithstanding previous delegations of authority by the Board of Directors pertaining to the administration of the Plan." 8. By deleting Section 12.01 in its entirety and by substituting therefor the following: "12.01 The Company may terminate or amend the Plan at any time by resolution or written direction duly adopted by the Board of Directors." Except as specifically provided herein, the Plan shall remain in full force and effect as prior to this First Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as the day and year first above written. MORRISON RESTAURANTS INC.
By: /s/ SAMUEL E. BEALL, III

Title: President and Chief Executive Officer [CORPORATE SEAL]

ATTEST: /s/ PFILIP G. HUNT

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as the day and year first above written. MORRISON RESTAURANTS INC.
By: /s/ SAMUEL E. BEALL, III

Title: President and Chief Executive Officer [CORPORATE SEAL]

ATTEST: /s/ PFILIP G. HUNT Title: Senior Vice President, General Counsel and Secretary

MORRISON RESTAURANTS INC. SALARY DEFERRAL PLAN THIS INDENTURE made on the 31 day of December, 1993, by MORRISON RESTAURANTS INC., f/k/a Morrison Incorporated, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the "Primary Sponsor"); W I T N E S S E T H: WHEREAS, the Primary Sponsor established by indenture dated June 1, 1968, the Morrison Employees Retirement Savings Trust, which was subsequently renamed as the Morrison Incorporated Salary Deferral Plan (the "Plan"), and which was last restated by indenture dated December 29, 1989; WHEREAS, the Primary Sponsor now wishes to amend and restate the Plan to comply with legislation subsequent to the Tax Reform Act of 1986, and various regulations and rulings issued by government agencies thereon and for other reasons; WHEREAS, this plan is intended to be a profit sharing plan within the meaning of Treasury Regulations Section 1.401-1(b)(1)(ii) and also contains a cash or deferred arrangement as described in Section 401(k) of the Internal Revenue Code of 1986; and WHEREAS, the provisions of the Plan, as amended and restated herein, shall apply only to Plan years beginning after December 31, 1988, and only with respect to members who perform an Hour of Service (as defined in the Plan) in Plan years beginning after December 31, 1988, except to the extent the provisions are required to apply at an earlier date or are not required to apply until a later date to comply with applicable law; NOW, THEREFORE, the Primary Sponsor does hereby amend and restate the Plan in its entirety, generally effective as of January 1, 1989, to read as follows:

MORRISON RESTAURANTS INC. SALARY DEFERRAL PLAN PAGE SECTION 1 DEFINITIONS. . . . . . . . . . . . . . . . . . . 1

MORRISON RESTAURANTS INC. SALARY DEFERRAL PLAN THIS INDENTURE made on the 31 day of December, 1993, by MORRISON RESTAURANTS INC., f/k/a Morrison Incorporated, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the "Primary Sponsor"); W I T N E S S E T H: WHEREAS, the Primary Sponsor established by indenture dated June 1, 1968, the Morrison Employees Retirement Savings Trust, which was subsequently renamed as the Morrison Incorporated Salary Deferral Plan (the "Plan"), and which was last restated by indenture dated December 29, 1989; WHEREAS, the Primary Sponsor now wishes to amend and restate the Plan to comply with legislation subsequent to the Tax Reform Act of 1986, and various regulations and rulings issued by government agencies thereon and for other reasons; WHEREAS, this plan is intended to be a profit sharing plan within the meaning of Treasury Regulations Section 1.401-1(b)(1)(ii) and also contains a cash or deferred arrangement as described in Section 401(k) of the Internal Revenue Code of 1986; and WHEREAS, the provisions of the Plan, as amended and restated herein, shall apply only to Plan years beginning after December 31, 1988, and only with respect to members who perform an Hour of Service (as defined in the Plan) in Plan years beginning after December 31, 1988, except to the extent the provisions are required to apply at an earlier date or are not required to apply until a later date to comply with applicable law; NOW, THEREFORE, the Primary Sponsor does hereby amend and restate the Plan in its entirety, generally effective as of January 1, 1989, to read as follows:

MORRISON RESTAURANTS INC. SALARY DEFERRAL PLAN PAGE SECTION 1 DEFINITIONS. . . . . . . . . . . . . . . . . . . 1 SECTION 2 ELIGIBILITY . . . . . . . . . . . . . . . . . . 10 SECTION 3 CONTRIBUTIONS . . . . . . . . . . . . . . . . . 11 SECTION 4 ALLOCATIONS . . . . . . . . . . . . . . . . . . 14 SECTION 5 WITHDRAWALS DURING EMPLOYMENT . . . . . . . . . 15 SECTION 6 DEATH BENEFITS. . . . . . . . . . . . . . . . . 17 SECTION 7 PAYMENT OF BENEFITS ON RETIREMENT OR DEATH. . . 18 SECTION 8 PAYMENT OF BENEFITS ON TERMINATION OF EMPLOYMENT 20 SECTION 9 ADMINISTRATION OF THE PLAN. . . . . . . . . . . 21 SECTION 10 CLAIM REVIEW PROCEDURE. . . . . . . . . . . . . 23 SECTION 11 LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS. 25

MORRISON RESTAURANTS INC. SALARY DEFERRAL PLAN PAGE SECTION 1 DEFINITIONS. . . . . . . . . . . . . . . . . . . 1 SECTION 2 ELIGIBILITY . . . . . . . . . . . . . . . . . . 10 SECTION 3 CONTRIBUTIONS . . . . . . . . . . . . . . . . . 11 SECTION 4 ALLOCATIONS . . . . . . . . . . . . . . . . . . 14 SECTION 5 WITHDRAWALS DURING EMPLOYMENT . . . . . . . . . 15 SECTION 6 DEATH BENEFITS. . . . . . . . . . . . . . . . . 17 SECTION 7 PAYMENT OF BENEFITS ON RETIREMENT OR DEATH. . . 18 SECTION 8 PAYMENT OF BENEFITS ON TERMINATION OF EMPLOYMENT 20 SECTION 9 ADMINISTRATION OF THE PLAN. . . . . . . . . . . 21 SECTION 10 CLAIM REVIEW PROCEDURE. . . . . . . . . . . . . 23 SECTION 11 LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS. 25 SECTION 12 PROHIBITION AGAINST DIVERSION . . . . . . . . . 26 SECTION 13 LIMITATION OF RIGHTS. . . . . . . . . . . . . . 26 SECTION 14 AMENDMENT TO OR TERMINATION OF THE PLAN AND THE TRUST . . . . . . . . . . . . . . . . . . . . . 26 SECTION 15 ADOPTION OF PLAN BY AFFILIATES. . . . . . . . . 28 SECTION 16 QUALIFICATION AND RETURN OF CONTRIBUTIONS . . . 28 SECTION 17 SECTION 16 OF SECURITIES EXCHANGE ACT OF 1934 . 29
SECTION 18 INCORPORATION OF SPECIAL LIMITATIONS. . . . . . 29

APPENDIX ASPECIAL NONDISCRIMINATION RULES. . . . . . . . . A-1 APPENDIX BLIMITATION ON ALLOCATIONS. . . . . . . . . . . . B-1 APPENDIX CTOP-HEAVY PROVISION. . . . . . . . . . . . . . . C-1

SECTION 1 DEFINITIONS Wherever used herein, the masculine pronoun shall be deemed to include the feminine, and the singular to include the plural, unless the context clearly indicates otherwise and the following words and phrases shall, when used herein, have the meanings set forth below: 1.1 "Account" means the account established and maintained by the Plan Administrator to reflect the interest of a Member in the Fund. In addition to any other accounts as the Plan Administrator may establish and maintain, the Plan Administrator shall establish and maintain separate accounts (each of which shall be adjusted pursuant to the Plan to reflect income, gains, losses and other credits or charges attributable thereto) for each Member to be designated as follows:

(a) "Employee Deferred Account" which shall reflect a Member's interest in contributions made by a Plan Sponsor under Plan Section 3.1. (b) "Company Matching Account" which shall reflect a Member's interest in matching contributions made by a Plan Sponsor under Plan Section 3.2. The Company Matching Account shall consist of a Company Stock Subaccount which shall hold shares of Company Stock attributable to Plan Sponsor matching contributions and cash held pending the purchase of shares of Company Stock pursuant to Plan Section 3.2(c) and an Other Investment Subaccount which shall hold all other assets attributable to Plan Sponsor matching contributions. (c) "Voluntary Contribution Account" which shall reflect a Member's interest in Voluntary Contributions made by a Member to the Fund pursuant to Plan Section 3.3. (d) "Rollover Account" which shall reflect a Member's interest in Rollover Amounts. 1.2 "Accrued Benefit" means those shares of Company Stock and cash held pending the purchase of shares of Company Stock credited to a Member's Company Stock Subaccount of his Company Matching Account and the value of his Other Investment Subaccount of his Company Matching Account and the balance of his other Accounts. 1.3 "Affiliate" means (a) any corporation which is a member of the same controlled group of corporations (within the meaning of Code Section 414(b)) as is a Plan Sponsor, (b) any other trade or business (whether or not incorporated) under common control (within the meaning of Code Section 414(c)) with a Plan Sponsor, (c) any other corporation, partnership or other organization which is a member of an affiliated service group (within the meaning of Code Section 414(m)) with a Plan Sponsor, and (d) any other entity required to be aggregated with a Plan Sponsor pursuant to regulations under Code Section 414(o). 1.4 "Annual Compensation" means the amount paid to, or accrued by, an Employee by or from a Plan Sponsor (and Affiliates for purposes of Appendices A and C) during a Plan Year as compensation that would be subject to income tax withholding under Code Section 3401(a) (but without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed, such as the exception for agricultural labor in Code Section 3401(a)(2)), to the extent not in excess of the Annual Compensation Limit. Notwith- standing the above, Annual Compensation shall be determined as follows: (a) (1) in determining with respect to each Plan Sponsor the amount of contributions made by or on behalf of an Employee under Plan Section 3 and allocations under Plan Section 4, and (2) for purposes of applying the provisions of Appendix A hereto for such Plan Years as the Secretary of the Treasury may allow, Annual Compensation shall only include amounts received for the portion of the Plan Year during which the Employee was a Member; (b) for purposes of applying the Annual Compensation Limit, with respect to Plan Sections 3 and 4 and Appendix A, the rules contained in Subsection (c) of the Plan Section containing the definition of the term "Highly Compensated Employee" shall apply, except that in applying the rules, the term "family" shall include only the spouse of the Member and any lineal descendants of the Member who have not attained age 19 before the close of the Plan Year; and (c) for all purposes under the Plan except Appendices B and C hereto (other than for purposes of determining who is a Key Employee), Annual Compensation shall include any amount which would have been paid during a Plan Year, but was contributed by a Plan Sponsor on behalf of an Employee pursuant to a salary reduction agreement which is not includable in the gross income of the Employee under Code Section 125, 402(e)(3), or 402(h); and (d) for purposes of applying the annual addition limits set forth in Appendix B, the term Plan Sponsor as used in Plan Section 1.4 shall mean Plan Sponsor as that term is defined in Section 4 of Appendix B. 1.5 "Annual Compensation Limit" means (a) $200,000 for the Plan Year beginning on January 1, 1989, which

amount may be adjusted for each subsequent Plan Year through the Plan Year beginning on January 1, 1993, based on changes in the cost of living as provided in regulations issued by the Secretary of the Treasury, and (b) $150,000 for the Plan Year beginning on January 1, 1994, which amount may be adjusted for each subsequent Plan Year based on changes in the cost of living as provided in regulations issued by the Secretary of the Treasury. 1.6 "Beneficiary" means the person or trust that a Member designated most recently in writing to the Plan Administrator; provided, however, that if the Member has failed to make a designation, no person designated is alive, no trust has been established, or no successor Beneficiary has been designated who is alive, the term "Beneficiary" means (a) the Member's spouse or (b) if no spouse is alive, the Member's surviving children, or (c) if no children are alive, the Member's parent or parents, or (d) if no parent is alive, the legal representative of the deceased Member's estate. Notwithstanding the preceding sentence, the spouse of a married Member shall be his Beneficiary unless that spouse has consented in writing to the designation by the Member of some other person or trust and the spouse's consent acknowledges the effect of the designation and is witnessed by a notary public or a Plan representative. A Member may change his designation at any time. However, a Member may not change his designation without further consent of his spouse under the terms of the preceding sentence unless the spouse's consent permits designation of another person or trust without further spousal consent and acknowledges that the spouse has the right to limit consent to a specific beneficiary and that the spouse voluntarily relinquishes this right. Notwithstanding the above, the spouse's consent shall not be required if the Member establishes to the satisfaction of the Plan Administrator that the spouse cannot be located, if the Member has a court order indicating that he is legally separated or has been abandoned (within the meaning of local law) unless a "qualified domestic relations order" (as defined in Code Section 414(p)) provides otherwise, or if there are other circumstances as the Secretary of the Treasury prescribes. If the spouse is legally incompetent to give consent, consent by the spouse's legal guardian shall be deemed to be consent by the spouse. 1.7 "Board of Directors" means the Board of Directors of the Primary Sponsor. 1.8 "Break in Service" means the failure of an Employee, in connection with a termination of employment other than by reason of death or attainment of a Retirement Date, to complete more than 500 Hours of Service in any Plan Year. 1.9 "Code" means the Internal Revenue Code of 1986, as amended. 1.10 "Company Stock" means shares of any class of stock issued by the Primary Sponsor or any Affiliate and constituting "qualifying employer securities" within the meaning of ERISA Section 407(d)(5) 1.11 "Deferral Amount" means a contribution of a Plan Sponsor on behalf of a Member pursuant to Plan Section 3.1. 1.12 "Direct Rollover" means a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. 1.13 "Disability" means a disability of a Member within the meaning of Code Section 72(m)(7), to the extent that the Member is, or would be, entitled to disability retirement benefits under the federal Social Security Act or to the extent that the Member is entitled to recover benefits under any long term disability plan or policy maintained by the Plan Sponsor. The determination of whether or not a Disability exists shall be determined by the Plan Administrator and shall be substantiated by competent medical evidence. 1.14 "Distributee" means an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is the alternate payee under a qualified domestic relations order (as defined in Code Section 414(p)) are Distributees with regard to the interest of the spouse or former spouse. 1.15 "Effective Date" means January 1, 1989. 1.16 "Elective Deferrals" means, with respect to any taxable year of the Member, the sum of (a) any Deferral Amounts;

(b) any contributions made by or on behalf of a Member under any other qualified cash or deferred arrangement as defined in Code Section 401(k), whether or not maintained by a Plan Sponsor, to the extent such contributions are not or would not, but for Code Section 402(g)(1) be included in the Member's gross income for the taxable year; and (c) any other contributions made by or on behalf of a Member pursuant to Code Section 402(g)(3). 1.17 "Eligible Employee" means any Employee of a Plan Sponsor other than an Employee who is (a) an Employee covered by a collective bargaining agreement between a union and a Plan Sponsor, provided that retirement benefits were the subject of good faith bargaining, unless the collective bargaining agreement provides for participation in the Plan; (b) a leased employee within the meaning of Code Section 414(n)(2), or deemed to be an Employee of a Plan Sponsor pursuant to regulations under Code Section 414(o); or, effective May 1, 1989, (c) an Employee who is a Highly Compensated Employee. A Member who becomes a Highly Compensated Employee during a Plan Year shall cease to be an Eligible Employee no later than the first day of the immediately succeeding Plan Year. 1.18 "Eligible Retirement Plan" means an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a) or a qualified trust described in Code Section 401(a) that accepts the Distributee's Eligible Rollover Distribution. However, in the case of an Eligible Rollover Distribution to the surviving spouse, an Eligible Retirement Plan is an individual retirement account or individual retirement annuity. 1.19 "Eligible Rollover Distribution" means any distribution of all or any portion of the Distributee's Account, except that an Eligible Rollover Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee's designated Beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Code Section 401(a)(9); and the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). 1.20 "Eligibility Service" means a twelve-consecutive-month period during which the Employee completes no less than 1,000 Hours of Service beginning on the date on which the Employee first performs an Hour of Service upon his employment or reemployment with a Plan Sponsor or, in the event the Employee fails to complete 1,000 Hours of Service in that twelve-consecutive-month period, any twelve-consecutive-month period thereafter, beginning on the anniversary of the date the Employee first performed an Hour of Service upon his employment or reemployment, during which the Employee completes no less than 1,000 Hours of Service. 1.21 "Employee" means any person who is (a) employed by a Plan Sponsor or an Affiliate for purposes of the Federal Insurance Contributions Act, (b) a leased employee within the meaning of Code Section 414(n)(2) with respect to a Plan Sponsor, or (c) deemed to be an employee of a Plan Sponsor pursuant to regulations under Code Section 414(o). 1.22 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. 1.23 "Fiduciary" means each Named Fiduciary and any other person who exercises or has any discretionary authority or control regarding management or administration of the Plan, any other person who renders investment advice for a fee or has any authority or responsibility to do so with respect to any assets of the Plan, or any other person who exercises or has any authority or control respecting management or disposition of assets of the Plan. 1.24 "Fund" means the amount at any given time of cash and other property held by the Trustee pursuant to the Plan. 1.25 "Highly Compensated Employee" means each Employee who is described in Subsection (a), unless the Plan Sponsor makes an election pursuant to Subsection (b). (a) (1) The Employee during the Plan Year immediately preceding the Plan Year in question:

(A) was at any time an owner of more than five percent (5%) of the outstanding stock of a Plan Sponsor or Affiliate or more than five percent (5%) of the total combined voting power of all stock of a Plan Sponsor or Affiliate; or (B) received Annual Compensation in excess of $96,368 (for the Plan Year beginning in 1993) which amount shall be adjusted for changes in the cost of living as provided in regulations issued by the Secretary of the Treasury; or (C) received Annual Compensation in excess of $64,245 (for the Plan Year beginning in 1993) which amount shall be adjusted for changes in the cost of living as provided in regulations issued by the Secretary of the Treasury, and who was in the group consisting of the most highly compensated twenty percent (20%) of the Employees; or (D) was at any time an officer of the Plan Sponsor or of any Affiliate whose Annual Compensation was greater than fifty percent (50%) of the amount in effect under Code Section 415(b)(1)(A) for the calendar year in which the Plan Year ends, where the term "officer" means an administrative executive in regular and continual service to the Plan Sponsor or Affiliate; provided, however, that in no event shall the number of officers exceed the lesser of Clause (i) or (ii) of this Subparagraph (D), where: (i) equals fifty (50) Employees; and (ii) equals the greater of (I) three (3) Employees or (II) ten percent (10%) of the number of Employees during the Plan Year, with any non-integer being increased to the next integer. If for any year no officer of the Plan Sponsor meets the requirements of this Subparagraph (D), the highest paid officer of the Plan Sponsor for the Plan Year shall be considered an officer for purposes of this Subparagraph (D). (2) The Employee during the Plan Year in question (A) is described in Subsection (a)(1)(A), or (B) is both (i) described in Subsection (a)(1)(B), (a)(1)(C), or (a)(1)(D), and (ii) one of the 100 Employees who received the most Annual Compensation during that Plan Year. The Plan Administrator may make an election to substitute $64,245 (as adjusted) for $96,368 (as adjusted) in Subparagraph (B) of Subsection (a)(1) provided that at all times during the Plan Year the Plan Sponsor and its Affiliates maintain significant business activities and have Employees in at least two significantly separate geographic areas and satisfy such other conditions as the Secretary of the Treasury prescribes. For purposes of Subparagraphs (C) and (D) of Subsection (a)(1), the following shall be excluded when determining the number of Employees in the most highly compensated twenty percent (20%) of the Employees and the number of officers: (i) Employees who have not completed six (6) months of service, (ii) Employees who normally work less than 17-1/2 hours per week, (iii) Employees who normally work during not more than six (6) months during any Plan Year, (iv) Employees who have not attained age 21, (v) Employees who are included in a unit of employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and the Plan Sponsor or its Affiliates, provided 90% or more of the Employees are covered under collective bargaining agreements and the Plan only covers Employees who are not covered under the collective bargaining agreements. (b) Notwithstanding the provisions of Subsection (a), the Primary Sponsor may elect to determine each Highly Compensated Employee to be each Employee who during the Plan Year in question is described in Subsection (a) (determined without regard to the head language of Subsection (a)(1)), pursuant to the provisions of Treas. Reg. Section 1.414(q)-1T, Q&A-14(b).

(c) For purposes of this Section, if any Employee is a member of the family of a five percent (5%) owner as defined in Subsection (a)(1) of this Section or of a Highly Compensated Employee whose Annual Compensation is such that he is among the ten (10) Highly Compensated Employees receiving the greatest amount of Annual Compensation during the Plan Year, then (1) the Employee shall not be considered a separate Employee, and (2) any Annual Compensation paid to the Employee, and any applicable contribution or benefit on behalf of the Employee, shall be treated as if it were paid to, or on behalf of, the five percent (5%) owner or the Employee who is among the ten (10) Highly Compensated Employees receiving the greatest amount of Annual Compensation during the Plan Year. For purposes of this Subsection (c), the term "family" means with respect to any Employee, the Employee's spouse and lineal descendants or ascendants and the spouses of lineal descendants or ascendants. (d) For purposes of this Section, a former Employee shall be treated as a Highly Compensated Employee if (1) the former Employee was a Highly Compensated Employee at the time the former Employee separated from service with the Plan Sponsor or Affiliate or (2) the former Employee was a Highly Compensated Employee at any time after the former Employee attained age 55. (e) For purposes of this Section, Employees who are nonresident aliens and who receive no earned income from the Plan Sponsor or an Affiliate from sources within the United States shall not be treated as Employees. (f) For purposes of this Section, Annual Compensation shall include amounts paid by Affiliates and shall be determined without regard to the Annual Compensation Limit. 1.26 "Hour of Service" means: (a) Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for a Plan Sponsor or any Affiliate during the applicable computation period, and such hours shall be credited to the computation period in which the duties are performed. (b) Each hour for which an Employee is paid, or entitled to payment, by a Plan Sponsor or any Affiliate on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence. (c) Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by a Plan Sponsor or any Affiliate, and such hours shall be credited to the computation period or periods to which the award or agreement for back pay pertains rather than to the computation period in which the award, agreement or payment is made; provided, that the crediting of Hours of Service for back pay awarded or agreed to with respect to periods described in Subsection (b) of this Section shall be subject to the limitations set forth in Subsection (e). (d) Solely for purposes of determining whether a Break in Service has occurred, each hour during any period that the Employee is absent from work (1) by reason of the pregnancy of the Employee, (2) by reason of the birth of a child of the Employee, (3) by reason of the placement of a child with the Employee in connection with the adoption of the child by the Employee, or (4) for purposes of caring for such child for a period immediately following its birth or placement. The hours described in this Subsection (d) shall be credited (A) only in the computation period in which the absence from work begins, if the Employee would be prevented from incurring a Break in Service in that year solely because of that credit, or (B), in any other case, in the next following computation period. (e) The Plan Administrator shall credit Hours of Service in accordance with the provisions of Section 2530.200b-2(b) and (c) of the U.S. Department of Labor Regulations or such other federal regulations as may from time to time be applicable and determine Hours of Service from the employment records of a Plan Sponsor or in any other manner consistent with regulations promulgated by the Secretary of Labor, and shall construe any ambiguities in favor of crediting Employees with Hours of Service. Notwithstanding any other provision of this Section, in no event shall an Employee be credited with more than 501 Hours of Service during any single continuous period during which he performs no duties for the Plan Sponsor or Affiliate. (f) In the event that an individual becomes an Eligible Employee of a Plan Sponsor by reason of (a) an acquisition by the Plan Sponsor of substantially all of the assets of another corporation or entity or a controlling interest of the

stock of another corporation; (b) a merger of the individual's prior employer with the Plan Sponsor; or (c) the award of a food services or similar contract to the Plan Sponsor resulting in the hiring of a group of employees employed immediately prior to the award of the contract at the same location by an unrelated employer, then each such Eligible Employee may be credited Hours of Service based on the services he or she performed with the prior employer in the manner and subject to such conditions, if any, provided in resolutions adopted by the Plan Sponsor; provided further that the crediting of such Hours of Service shall not be permitted in a manner that discriminates significantly in favor of Highly Compensated Employees. 1.27 "Investment Committee" means a committee which may be established to direct the Trustee with respect to investments of the Fund. 1.28 "Investment Fund" means such subfunds of the Fund as may be established by the Plan Administrator for the investment of Accounts. 1.29 "Investment Manager" means a Fiduciary, other than the Trustee, the Plan Administrator, or a Plan Sponsor, who may be appointed by the Primary Sponsor: (a) who has the power to manage, acquire, or dispose of any assets of the Fund or a portion thereof; (b) who (1) is registered as an investment adviser under the Investment Advisers Act of 1940; (2) is a bank as defined in that Act; or (3) is an insurance company qualified to perform services described in Subsection (a) above under the laws of more than one state; and (c) who has acknowledged in writing that he is a Fiduciary with respect to the Plan. 1.30 "Member" means any Employee or former Employee who has become a participant in the Plan for so long as his vested Accrued Benefit has not been fully distributed pursuant to the Plan. 1.31 "Named Fiduciary" means only the following: (a) the Plan Administrator; (b) the Trustee; (c) the Board of Directors; (d) the Investment Committee; and (e) the Investment Manager. 1.32 "Normal Retirement Age" means age 65. 1.33 "Plan Administrator" means the organization or person designated to administer the Plan. 1.34 "Plan Sponsor" means individually the Primary Sponsor and any Affiliate or other entity which has adopted the Plan and Trust. 1.35 "Plan Year" means the calendar year. 1.36 "Retirement Date" means the date on which the Member (a) retires on or after attaining Normal Retirement Age or (b) becomes subject to a Disability. 1.37 "Rollover Amount" means any amount not less than $200 transferred to the Fund by a Member (a) which amount qualifies as an Eligible Rollover Distribution under Code Section 402(c)(4) or 403(a)(4), or a rollover contribution under 408(d)(3)(A)(ii) and any regulations issued thereunder and (b) any other amounts transferred to the Fund on behalf of a Member in a trust-to-trust transfer from any plan meeting the requirements of Code Section 401(a) which is not subject to Code Section 401(a)(11) or 417. No portion of a Rollover Amount may consist of after- tax amounts.

1.38 "Trust" means the trust established under an agreement dated December 29, 1989, between the Primary Sponsor and the Trustee to hold the Fund or any successor agreement. 1.39 "Trustee" means the trustee under the Trust. 1.40 "Valuation Date" means the last day of each month or any other day which the Plan Administrator declares to be a Valuation Date; provided that, on a prospective basis after January 1, 1994, the Plan Administrator may in its sole discretion declare that each Individual Fund may be valued as frequently as each regular business day of the entity maintaining the investments in which the Individual Funds are invested, in which case each regular business day shall constitute Valuation Dates. 1.41 "Voluntary Contribution" means a non-deductible contribution to the Fund made by the Member pursuant to Plan Section 3.3. 1.42 "Year of Service" means each Plan Year during which a Member has completed no less than 1,000 Hours of Service. SECTION 2 ELIGIBILITY 2.1 Each individual who was a Member on the day immediately preceding the Effective Date shall continue to be a Member as the Effective Date. 2.2 Each Eligible Employee shall become a Member as of the first day of the first payroll period coinciding with or next following the later of the date he (a) completes his Eligibility Service or (b) attains age 21. 2.3 Each former Member who is reemployed by a Plan Sponsor shall become a Member as of the date of his reemployment as an Eligible Employee. 2.4 Each former Employee who completes his Eligibility Service but terminates employment with a Plan Sponsor before becoming a Member shall become a Member as of the latest of the date he (a) is reemployed, (b) would have become a Member if he had not terminated employment, or (c) becomes an Eligible Employee. 2.5 Solely for the purpose of contributing a Rollover Amount to the Plan, an Eligible Employee who has not yet become a Member pursuant to any other provision of this Plan Section 2 shall become a Member as of the date on which the Rollover Amount is contributed to the Plan. 2.6 In the event that an individual becomes an Eligible Employee of a Plan Sponsor by reason of (1) an acquisition by the Plan Sponsor of substantially all of the assets of another corporation or entity or a controlling interest of the stock of another corporation; (2) a merger of the individual's prior employer with the Plan Sponsor; or (3) the award of a food services or similar contract to the Plan Sponsor resulting in the hiring of a group of employees employed immediately prior to the award of the contract at the same location by an unrelated employer, then any such Eligible Employee may become a Member on any earlier date than otherwise specified in this Section 2 in the manner and subject to such conditions, if any, provided in resolutions adopted by the Plan Sponsor. SECTION 3 CONTRIBUTIONS 3.1 (a) The Plan Sponsor shall make a contribution to the Fund on behalf of each Member who is an Eligible Employee and who has elected to defer a portion of Annual Compensation otherwise payable to him for the Plan Year and to have such portion contributed to the Fund. The election must be made before the Annual Compensation is payable and may only be made pursuant to an agreement between the Member and the Plan Sponsor which shall be in such form and subject to such rules and limitations as the Plan Administrator may prescribe and shall specify the percentage of Annual Compensation that the Member desires to defer and to have contributed to the Fund. Once a Member has made an election for a Plan Year, the Member may revoke or modify his election to reduce the rate of future deferrals, effective as of the beginning of the payroll period coinciding with or next following the Plan Administrator's processing of the revocation or modification pursuant to

normal administrative procedures. Once an election has been revoked or modified, any subsequent election by the Member shall be effective as of the first day of the first payroll period coinciding with or next following the Plan Administrator's processing of the election pursuant to normal administrative procedures, except that at the request of a Member in a form acceptable to the Plan Administrator, the election may be given effect at a later date. The contribution made by a Plan Sponsor on behalf of a Member under this Plan Section 3.1(a) shall be in an amount equal to the amount specified in the Member's deferral agreement, which amount shall not be less than two percent (2%) nor greater than ten percent (10%) of the Member's Annual Compensation. The Plan Administrator may adjust said percentage applicable to a Member who becomes a Highly Compensated Employees during a Plan Year on a prospective basis, but in no event shall the percentage be greater than ten percent (10%) of a Member's Annual Compensation. (b) Elective Deferrals shall in no event exceed $8,994 (for 1993) in any one taxable year of the Member, which amount shall be adjusted for changes in the cost of living as provided by the Secretary of the Treasury. In the event the amount of Elective Deferrals exceeds $8,994 (for 1993) as adjusted, in any one taxable year then, (1) not later than the immediately following March 1, the Member may designate to the Plan the portion of the Member's Deferral Amount which consists of excess Elective Deferrals, and (2) not later than the immediately following April 15, the Plan may distribute the amount designated to it under Paragraph (1) above, as adjusted to reflect income, gain, or loss attributable to it through the date of the distribution, and reduced by any "Excess Deferral Amounts," as defined in Appendix A hereto, previously distributed or recharacterized with respect to the Member for the Plan Year beginning with or within that taxable year. The payment of the excess Elective Deferrals, as adjusted and reduced, from the Plan shall be made to the Member without regard to any other provision in the Plan. In the event that a Member's Elective Deferrals exceed $8,994, as adjusted, in any one taxable year under the Plan and other plans of the Plan Sponsor and its Affiliates, the Member shall be deemed to have designated for distribution under the Plan the amount of excess Elective Deferrals, as adjusted and reduced, by taking into account only Elective Deferral amounts under the Plan and other plans of the Plan Sponsor and its Affiliates. 3.2 (a) Each Plan Sponsor proposes to make matching contributions to the Fund with respect to each Plan Year on behalf of each Member entitled to an allocation under Plan Section 4.1 in an amount equal to (i) twenty percent (20%) of the Member's Annual Compensation deferred by the Member pursuant to Plan Section 3.1 in the case of a Member who has completed at least three (3) Years of Service but fewer than ten (10) Years of Service; (ii) thirty percent (30%) of the Member's Annual Compensation deferred by the Member pursuant to Plan Section 3.1 in the case of a Member who has completed at least ten (10) Years of Service but fewer than twenty (20) Years of Service; and (iii) forty percent (40%) of the Member's Annual Compensation deferred by the Member pursuant to Plan Section 3.1 in the case of a Member who has completed at least twenty (20) Years of Service. The Plan Sponsor's contribution shall be reduced to the extent necessary, if any, to comply with the limitations in Appendices A and B hereof. (b) Notwithstanding any other provision of this Plan Section 3.2 to the contrary, in the case of a Member who becomes a Highly Compensated Employee during a Plan Year, the Plan Sponsor proposes to make a matching contribution, in lieu of any contribution on behalf of the Highly Compensated Employee under Plan Section 3.2 (a), on behalf of such Highly Compensated Employee in an amount equal to twenty percent (20%) of the Highly Compensated Employee's Annual Compensation contributed to the Member's Employee Deferred Account pursuant to Plan Section 3.1, regardless of the Member's Years of Service. (c) Plan Sponsor contributions made pursuant to this Plan Section may be made in cash or in kind, including, without limitation, shares of Company Stock, at the discretion of the Plan Sponsor. Unless the Primary Sponsor directs otherwise, the Trustee shall use Plan Sponsor matching contributions made in the form of cash to acquire shares of Company Stock that are issued and outstanding. The Primary Sponsor may request the Trustee to acquire the necessary shares by purchasing (i) newly issued shares of Company Stock, or (ii) shares of Company Stock held as treasury shares. (d) Effective July 1, 1992, for purposes of determining the amount of matching contributions to be credited to a Member's Company Matching Account, all or a portion of a Member's years of employment with a predecessor employer may be counted if the Member became an Eligible Employee of a Plan Sponsor by reason of (1) an acquisition by the Plan Sponsor of substantially all of the assets of another corporation or entity or of a controlling

interest of the stock of another corporation; (2) a merger of the Member's prior employer with the Plan Sponsor; or (3) the award of a food services or similar contract to the Plan Sponsor resulting in the hiring of a group of employees employed immediately prior to the award of the contract at the same location by an unrelated employer and if, at the time of the acquisition, merger or award or as soon as practicable thereafter, the Plan Sponsor adopts resolutions providing for the counting of such years of employment in favor of a group or category of similarly situated individuals that included the Member. The counting of any such years of employment shall be specified in those resolutions and shall be subject to such conditions, if any, provided therein; provided further that the counting of any such years of employment shall not be made in a manner that discriminates in favor of Highly Compensated Employees. 3.3 Subject to such rules and limitations as the Plan Administrator may from time to time prescribe, each Member who contributed at least two percent (2%) of his Annual Compensation under Plan Section 3.1 may contribute to the Fund as a Voluntary Contribution an amount of his Annual Compensation not in excess of ten percent (10%) thereof; provided, however, that this limitation shall apply in the aggregate to all Voluntary Contributions made by a Member to two (2) or more plans maintained by the Plan Sponsor. Voluntary Contributions shall be made to the Fund through regular payroll deductions or in such other manner as shall be agreed upon by each Member and the Plan Administrator. The Plan Administrator may, at any time, suspend the making of any further Voluntary Contributions. Any Member who becomes a Highly Compensated Employee during a Plan Year shall be ineligible to make further Voluntary Contributions. 3.4 Any Member may, with the consent of the Plan Administrator and subject to such rules and conditions as the Plan Administrator may prescribe, transfer a Rollover Amount to the Fund; provided, however, that the Plan Administrator shall not administer this provision in a manner which is discriminatory in favor of Highly Compensated Employees. 3.5 Contributions may be made only in cash or other property which is acceptable to the Trustee. In no event will the sum of contributions under Plan Sections 3.1, 3.2 and 3.3 exceed the deductible limits under Code Section 404. SECTION 4 ALLOCATIONS 4.1 As soon as reasonably practicable following the date of withholding by the Plan Sponsor, if applicable, and receipt by the Trustee, Plan Sponsor contributions made on behalf of each Member under Plan Sections 3.1 and 3.2, Voluntary Contributions and Rollover Amounts contributed by the Member shall be allocated to the Employee Deferred Account, Voluntary Contribution Account and Rollover Account, respectively, of the Member on behalf of whom the contributions were made. 4.2 Except as otherwise provided in the Plan and the Trust, as of each Valuation Date, the Trustee shall determine the net income or net loss of the Fund as hereinafter set forth. (a) The net income or net loss of the Company Stock Subaccounts shall be determined separately by the Trustee and allocated to each Member's Account as follows: (1) Any cash dividends with respect to Company Stock allocated to the Company Stock Subaccount of a Member as of the record date on which such cash dividend was declared shall be immediately allocated to the Other Investment Subaccount of the Member's Account. (2) Any additional shares of Company Stock which are issued with respect to any Company Stock held in a Company Stock Subaccount for any reason, including, but not limited to, stock dividends, mergers or stock splits, shall be immediately allocated to the Company Stock Subaccount as of the date on which the additional shares of Company Stock are delivered to the Trustee. The additional shares of Company Stock shall be credited to each Company Stock Subaccount based upon the number of shares of Company Stock in each Company Stock Subaccount as of the record date on which the stock dividend or other issuance was declared or received, as the case may be. (b) The net income or net loss of the Other Investment Subaccounts shall be determined separately by the Trustee and allocated to each Member's Account as follows:

(1) To the cash income, if any, since the last Valuation Date, there shall be added or subtracted, as the case may be, any net increase or decrease, since the last Valuation Date, in the fair market value of the assets of each Individual Fund, any gain or loss on the sale or exchange of assets of the Individual Fund since the last Valuation Date, accrued interest since the last Valuation Date with respect to any interest bearing security as to which the purchaser would be required to pay such accrued interest in addition to the quoted price, the amount of any dividend which shall have been declared since the last Valuation Date but not paid on shares of stock owned by the Individual Fund if the market quotation used in determining the value of such shares is ex-dividend, and the amount of any other assets of the Individual Fund determined by the Trustee to be income since the last Valuation Date. (2) From the sum thereof there shall be deducted all charges, expenses, and liabilities accrued since the last Valuation Date which are proper under the provisions of the Plan and Trust and which in the discretion of the and which in the discretion of the Trustee are properly chargeable against income of the Individual Fund for the period. The net income or net loss so determined shall be allocated as of the Valuation Date to the Other Investment Subaccounts of each Member in the proportion that the balance of the Member's Other Investment Subaccount invested in the Individual Fund as of the preceding Valuation Date bears to the total value of all Members' Other Investment Subaccounts invested in the Individual Fund as of the preceding Valuation Date. SECTION 5 WITHDRAWALS DURING EMPLOYMENT 5.1 Effective January 1, 1994, subject to the rules and conditions as the Plan Administrator may prescribe, by request, a Member may receive a distribution as soon as administratively practicable of all or a portion of the balance of his Rollover Account and Voluntary Contribution Account; provided any such Rollover Amounts have been held in the Plan for a minimum of two (2) years. Any request for a distribution under this Section must be made on the forms and in the manner prescribed by the Plan Administrator. 5.2 The Trustee shall, upon the direction of the Plan Administrator, distribute all or a portion of a Member's Employee Deferred Account consisting of Deferral Amounts (but not earnings thereon) prior to the time such account is otherwise distributable in accordance with the other provisions of the Plan; provided, however, that any such distribution shall be made only if the Member is an Employee and demonstrates that he is suffering from "hardship" as determined herein. For purposes of this Plan Section, a distribution will be deemed to be an account of hardship if the distribution is on account of: (a) expenses for medical care described in Code Section 213(d) incurred by the Member, his spouse, or any dependents of the Member (as defined in Code Section 152) or necessary for these persons to obtain medical care described in Code Section 213(d); (b) purchase (excluding mortgage payments) of a principal residence for the Member; (c) payment of tuition and related educational fees for the next twelve (12) months of post-secondary education for the Member, his spouse, children, or dependents; (d) the need to prevent the eviction of the Member from his principal residence or foreclosure on the mortgage of the Member's principal residence; or (e) any other contingency determined by the Internal Revenue Service to constitute an "immediate and heavy financial need" within the meaning of Treasury Regulations Section 1.401(k)-1(d). 5.3 In addition to the requirements set forth in Plan Section 5.2, any distribution pursuant to Plan Section 5.2 shall not be in excess of the amount necessary to satisfy the need determined under Plan Section 5.2 and shall also be subject to the requirements of Subsection (a) or (b) of this Plan Section. (a) (1) The Member shall first obtain all distributions, other than hardship distributions, and all nontaxable loans currently available under all plans maintained by the Plan Sponsor;

(2) the Plan Sponsor shall not permit Elective Deferrals or after-tax employee contributions to be made to the Plan or any other plan maintained by the Plan Sponsor, for a period of twelve (12) months after the Member receives the distribution pursuant to this Plan Section; and (3) the Plan Sponsor shall not permit Elective Deferrals to be made to the Plan or any other plan maintained by the Plan Sponsor for the Member's taxable year immediately following the taxable year of the hardship distribution in excess of the limit under Plan Section 3.1(b) for the taxable year, less the amount of the Elective Deferrals made to the Plan or any other plan maintained by the Plan Sponsor for the taxable year in which the distribution under this Plan Section occurs. (b) (1) The Member shall first obtain all other distributions, other than hardship distributions, and all nontaxable loans available under all plans maintained by the Plan Sponsor; and (2) the Plan Administrator shall determine that it can reasonably rely on the Member's certification by execution of a form provided by the Plan Administrator that the need determined under Plan Section 5.2 cannot be relieved -(A) through reimbursement or compensation by insurance or otherwise, (B) by reasonable liquidation of the assets of the Member, his spouse and minor children, to the extent that the liquidation would not itself cause an immediate and heavy financial need and to the extent that the assets of the spouse and minor children are reasonably available to the Member, (C) by cessation of Elective Deferrals, or (D) by other distributions or nontaxable (at the time of the distribution) loans from plans maintained by the Plan Sponsor or any other employer, or by borrowing from commercial sources on reasonable commercial terms. Such distribution shall be made only in accordance with such rules, policies, procedures, restrictions, and conditions as the Plan Administrator may from time to time adopt. Any determination of the existence of hardship and the amount to be distributed on account thereof shall be made by the Plan Administrator (or such other person as may be required to make such decisions) in accordance with the foregoing rules as applied in a uniform and nondiscriminatory manner; provided that, unless the Member requests otherwise, any such distribution shall include the amount necessary to pay any federal, state and local income taxes and penalties reasonably anticipated to result from the distribution. 5.4 Any distribution under this Plan Section shall be made in a lump sum to the Member, and shall be subject to the Eligible Rollover Distribution requirements set forth in Plan Section 7.3. SECTION 6 DEATH BENEFITS 6.1 Upon the death of a Member who is an Employee at the time of his death, his Beneficiary shall be entitled to the full value of his Accrued Benefit. 6.2 Upon the death of a Member who is not an Employee at the time of his death, prior to the distribution of his vested Accrued Benefit, his Beneficiary shall be entitled to his vested Accrued Benefit. 6.3 If, subsequent to the death of a Member, the Member's Beneficiary dies while entitled to receive benefits under the Plan, the successor Beneficiary, if any, or the Beneficiary listed under Subsection (a), (b) or (c) of the Plan Section containing the definition of the term "Beneficiary" shall generally be entitled to receive benefits under the Plan. However, if the deceased Beneficiary was the Member's spouse at the time of the Member's death, or if no successor Beneficiary shall have been designated by the Member and be alive and no Beneficiary listed under Subsection (a), (b) or (c) of the Plan Section containing the definition of the term "Beneficiary" shall be alive, the Member's unpaid vested Accrued Benefit shall be paid to the personal representative of the deceased Beneficiary's estate. 6.4 Any benefit payable under this Section 6 shall be paid in accordance with and subject to the provisions of Plan Section 7 or Plan

Section 8, whichever is applicable, after receipt by the Trustee from the Plan Administrator of notice of the death of the Member. SECTION 7 PAYMENT OF BENEFITS ON RETIREMENT OR DEATH 7.1 The Accrued Benefit of a Member who has attained a Retirement Date or has attained Normal Retirement Age or died while an Employee shall be fully vested and nonforfeitable. As of a Member's Retirement Date or death while an Employee, he or his Beneficiary shall be entitled to his Accrued Benefit to be paid in accordance with this Plan Section 7. The Accrued Benefit of a Member which is to be paid under this Section 7 shall be determined as of the Valuation Date coinciding with or immediately preceding the date the Accrued Benefit is valued for imminent payout purposes pursuant to normal administrative procedures, and shall be increased by any amounts allocated to the Member's Account after that Valuation Date and reduced by any distributions made from the Member's account after that Valuation Date. Payments to a Member, or to the Beneficiary of a deceased Member, shall commence as soon as administratively feasible after the Member's Retirement Date or death. If the amount of the payment required to commence on a date cannot be ascertained by that date, payment shall commence retroactively to that date and shall commence no later than sixty (60) days after the earliest date on which the amount of payment can be ascertained. 7.2 The payment of a Member's Accrued Benefit shall be in the form of one lump sum in cash. If the Member's interest in the Morrison Stock Fund (as defined in the Trust) equals or exceeds the value of one hundred (100) shares of Company Stock, that interest may be distributed in the form of whole shares of Company Stock if the Member so elects by written instrument delivered to the Plan Administrator. 7.3 Notwithstanding any provisions of the Plan to the contrary that would otherwise limit a Distributee's election under this Plan Section 7, effective January 1, 1993, a Distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of a distribution pursuant to this Plan Section which is an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a direct rollover so long as all Eligible Rollover Distributions to a Distributee for a calendar year total or are expected to total at least $200 and, in the case of a Distributee who elects to directly receive a portion of an Eligible Rollover Distribution and directly roll the balance over to an Eligible Rollover Plan, the portion that is to be directly rolled over totals at least $500. 7.4 Notwithstanding any provision of the Plan to the contrary, effective January 1, 1994, if a Member's vested Accrued Benefit exceeds $3,500, it shall not be distributed before the Member's "required beginning date," as defined in Plan Section 7.5(c), or death without the consent of the Member. 7.5 Notwithstanding any other provisions of the Plan, (a) Prior to the death of a Member, all retirement payments hereunder shall -(1) be distributed to the Member not later than the required beginning date (as defined below) or, (2) be distributed, commencing not later than the required beginning date (as defined below)-(A) in accordance with regulations prescribed by the Secretary of the Treasury, over the life of the Member or over the lives of the Member and his designated individual Beneficiary, if any, or (B) in accordance with regulations prescribed by the Secretary of the Treasury, over a period not extending beyond the life expectancy of the Member or the joint life and last survivor expectancy of the Member and his designated individual Beneficiary, if any. (b) (1) If -(A) the distribution of a Member's retirement payments have begun in accordance with Subsection (a)(2) of this Plan Section, and (B) the Member dies before his entire vested Accrued Benefit has been distributed to him,

then the remaining portion of his vested Accrued Benefit shall be distributed at least as rapidly as under the method of distribution being used under Subsection (a)(2) of this Plan Section as of the date of his death. (2) If a Member dies before the commencement of retirement payments hereunder, the entire interest of the Member shall be distributed within five (5) years after his death. (3) If -(A) any portion of a Member's vested Accrued Benefit is payable to or for the benefit of the Member's designated individual Beneficiary, if any, (B) that portion is to be distributed, in accordance with regulations prescribed by the Secretary of the Treasury, over the life of the designated individual Beneficiary or over a period not extending beyond the life expectancy of the designated individual Beneficiary, and (C) the distributions begin not later than one (1) year after the date of the Member's death or such later date as the Secretary of the Treasury may by regulations prescribe, then, for purposes of Paragraph (2) of this Subsection (b), the portion referred to in Subparagraph (A) of this Paragraph (3) shall be treated as distributed on the date on which the distributions to the designated individual Beneficiary begin. (4) If the designated individual Beneficiary referred to in Paragraph (3)(A) of this Subsection (b) is the surviving spouse of the Member, then -(A) the date on which the distributions are required to begin under Paragraph (3)(C) of this Subsection (b) shall not be earlier than the date on which the Member would have attained age 70-1/2, and (B) if the surviving spouse dies before the distributions to such spouse begin, this Subsection (b) shall be applied as if the surviving spouse were the Member. (c) For purposes of this Plan Section, the term "required beginning date" means April 1 of the calendar year following the calendar year in which the Member attains age 70-1/2. Notwithstanding the foregoing, in the case of a Member who is not described in Section 1(b)(3) of Appendix C hereto and who has attained age 70-1/2 before January 1, 1988, the term "required beginning date" means April 1 of the calendar year following the calendar year in which the Member retires or otherwise terminates employment. (d) Distributions will be made in accordance with the regulations under Code Section 401(a)(9), including the minimum distribution incidental benefit requirement of Treas. Reg. Section 1.401(a)(9)-2. SECTION 8 PAYMENT OF BENEFITS ON TERMINATION OF EMPLOYMENT 8.1 Transfer of a Member from one Plan Sponsor to another Plan Sponsor or to an Affiliate shall not be deemed for any purpose under the Plan to be a termination of employment of the Member. 8.2 In the event of the termination of employment of a Member for reasons other than death or attainment of a Retirement Date, the Member's Accrued Benefit shall be determined as of the Valuation Date coinciding with or immediately preceding the date the Member's Accrued Benefit is valued for imminent payout purposes pursuant to normal administrative procedures, increased by any contributions or Rollover Amounts allocated to the Account of the Member after that Valuation Date and reduced by any distributions therefrom. 8.3 That portion of a Member's Accrued Benefit in which he is vested shall be the balance of his Account as of the Valuation Date coinciding with or immediately preceding the date his Accrued Benefit is paid. 8.4 The Member shall be entitled to payment in the form of payment set forth in Plan Section 7.2. Payment shall

be made as soon as administratively feasible after the Member terminates employment; provided, however, effective January 1, 1994, if the Member's vested Accrued Benefit exceeds $3,500 it will not be distributed before the Member's "required beginning date," within the meaning of Plan Section 7.5(c), or death without the Member's consent. In no event shall payment be made later than sixty (60) days after the end of the Plan Year in which the Normal Retirement Age of the Member occurs. Payment shall be subject to the minimum distribution requirements set forth in Plan Section 7.5, and the Eligible Rollover Distribution requirements set forth in Plan Section 7.3. 8.5 If a Member who has terminated employment with a Plan Sponsor is reemployed by a Plan Sponsor or an Affiliate on or prior to the payment to the payment to the Member of the full amount of his Accrued Benefit, the Member's Account shall be treated as the Account of a Member who has not terminated employment other than in regard to allocations of Plan Sponsor contributions which would have been made to his Account at any Valuation Date occurring while the Member was not employed by a Plan Sponsor. 8.6 In the event that a Plan amendment directly or indirectly changes the vesting schedule, the vesting percentage for each Member in his Accrued Benefit accumulated to the date when the amendment is adopted shall not be reduced as a result of the amendment. In addition, any Member with at least three (3) Years of Service may irrevocably elect to remain under the pre-amendment vesting schedule with respect to all of his benefits accrued both before and after the amendment. SECTION 9 ADMINISTRATION OF THE PLAN 9.1 Trust Agreement. The Primary Sponsor shall establish a Trust with the Trustee designated by the Board of Directors for the management of the Fund, which Trust shall form a part of the Plan and is incorporated herein by reference. 9.2 Operation of the Plan Administrator. The Primary Sponsor shall appoint a Plan Administrator. If an organization is appointed to serve as the Plan Administrator, then the Plan Administrator may designate in writing a person who may act on behalf of the Plan Administrator. The Primary Sponsor shall have the right to remove the Plan Administrator at any time by notice in writing. The Plan Administrator may resign at any time by written notice of resignation to the Trustee and the Primary Sponsor. Upon removal or resignation, or in the event of the dissolution of the Plan Administrator, the Primary Sponsor shall appoint a successor. 9.3 Fiduciary Responsibility. (a) The Plan Administrator, as a Named Fiduciary, may allocate its fiduciary responsibilities among Fiduciaries other than the Trustee, designated in writing by the Plan Administrator and may designate in writing persons other than the Trustee to carry out its fiduciary responsibilities under the Plan. The Plan Administrator may remove any person designated to carry out its fiduciary responsibilities under the Plan at any time by notice in writing to such person. (b) The Plan Administrator and each other Fiduciary may employ persons to perform services and to render advice with regard to any of the Fiduciary's responsibilities under the Plan. Charges for all such services performed and advice rendered may be directly paid by each Plan Sponsor but until paid shall constitute a charge against the Fund. (c) Each Plan Sponsor shall indemnify and hold harmless each person constituting the Plan Administrator or the Investment Committee, if any, from and against any and all claims, losses, costs, expenses (including, without limitation, attorney's fees and court costs), damages, actions or causes of action arising from, on account of or in connection with the performance by such person of his duties in such capacity, other than such of the foregoing arising from, on account of or in connection with the willful neglect or willful misconduct of such person. 9.4 Duties of the Plan Administrator. (a) The Plan Administrator shall advise the Trustee with respect to all payments under the terms of the Plan and shall direct the Trustee in writing to make such payments from the Fund; provided, however, in no event shall the Trustee be required to make such payments if the Trustee has actual knowledge that such payments are contrary

to the terms of the Plan and the Trust. (b) The Plan Administrator shall from time to time establish rules, not contrary to the provisions of the Plan and the Trust, for the administration of the Plan and the transaction of its business. All elections and designations under the Plan by a Participant or Beneficiary shall be made on forms prescribed by the Plan Administrator. The Plan Administrator shall have discretionary authority to construe the terms of the Plan and shall determine all questions arising in the administration, interpretation and application of the Plan, including, but not limited to, those concerning eligibility for benefits and it shall not act so as to discriminate in favor of any person. All determinations of the Plan Administrator shall be conclusive and binding on all Employees, Members, Beneficiaries and Fiduciaries, subject to the provisions of the Plan and the Trust and subject to applicable law. (c) The Plan Administrator shall furnish Members and Beneficiaries with all disclosures now or hereafter required by ERISA or the Code. The Plan Administrator shall file, as required, the various reports and disclosures concerning the Plan and its operations as required by ERISA and by the Code, and shall be solely responsible for establishing and maintaining all records of the Plan and the Trust. (d) The statement of specific duties for a Plan Administrator in this Plan Section is not in derogation of any other duties which a Plan Administrator has under the provisions of the Plan or the Trust or under applicable law. 9.5 Investment Manager. The Primary Sponsor may, by action in writing certified by notice to the Trustee, appoint an Investment Manager. Any Investment Manager may be removed in the same manner in which appointed, and in the event of any removal, the Investment Manager shall, as soon as possible, but in no event more than thirty (30) days after notice of removal, turn over all assets managed by it to the Trustee or to any successor Investment Manager appointed, and shall make a full accounting to the Primary Sponsor with respect to all assets managed by it since its appointment as an Investment Manager. 9.6 Investment Committee. The Primary Sponsor may, by action in writing certified by notice to the Trustee, appoint an Investment Committee. The Primary Sponsor shall have the right to remove any person on the Investment Committee at any time by notice in writing to such person. A person on the Investment Committee may resign at any time by written notice of resignation to the Primary Sponsor. Upon such removal or resignation, or in the event of the death of a person on the Investment Committee, the Primary Sponsor may appoint a successor. Until a successor has been appointed, the remaining persons on the Investment Committee may continue to act as the Investment Committee. 9.7 Action by a Plan Sponsor. Any action to be taken by a Plan Sponsor shall be taken by resolution or written direction duly adopted by its board of directors or appropriate governing body, as the case may be; provided, however, that by such resolution or written direction, the board of directors or appropriate governing body, as the case may be, may delegate to any officer or other appropriate person of a Plan Sponsor the authority to take any such actions as may be specified in such resolution or written direction, other than the power to amend, modify or terminate the Plan or the Trust or to determine the basis of any Plan Sponsor contributions. SECTION 10 CLAIM REVIEW PROCEDURE 10.1 If a Member or Beneficiary is denied a claim for benefits under a Plan, the Plan Administrator shall provide to the claimant written notice of the denial within 90 days after the Plan Administrator receives the claim, unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall the extension exceed a period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render the final decision. 10.2 If the claimant is denied a claim for benefits, the Plan Administrator shall provide, within the time frame set forth in Plan Section 10.1, written notice of the denial which shall set forth: (a) the specific reasons for the denial; (b) specific references to the pertinent provisions of the Plan 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 the material or information is necessary; and (d) an explanation of the Plan's claim review procedure. 10.3 After receiving written notice of the denial of a claim, a claimant or his representative may: (a) request a full and fair review of the denial by written application to the Plan Administrator; (b) review pertinent documents; and (c) submit issues and comments in writing to the Plan Administrator. 10.4 If the claimant wishes a review of the decision denying his claim to benefits under the Plan, he must submit the written application to the Plan Administrator within sixty (60) days after receiving written notice of the denial. 10.5 Upon receiving the written application for review, the Plan Administrator may schedule a hearing for purposes of reviewing the claimant's claim, which hearing shall take place not more than thirty (30) days from the date on which the Plan Administrator received the written application for review. 10.6 At least ten (10) days prior to the scheduled hearing, the claimant and his representative designated in writing by him, if any, shall receive written notice of the date, time, and place of the scheduled hearing. The claimant or his representative may request that the hearing be rescheduled for his convenience on another reasonable date or at another reasonable time or place. 10.7 All claimants requesting a review of the decision denying their claim for benefits may employ counsel for purposes of the hearing. 10.8 No later than sixty (60) days following the receipt of the written application for review, the Plan Administrator shall submit its decision on the review in writing to the claimant involved and to his representative, if any; provided, however, a decision on the written application for review may be extended, in the event special circumstances such as the need to hold a hearing require an extension of time, to a day no later than one hundred twenty (120) days after the date of receipt of the written application for review. The decision shall include specific reasons for the decision and specific references to the pertinent provisions of the Plan on which the decision is based. SECTION 11 LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS 11.1 No benefit which shall be payable under the Plan to any person shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void; and no such benefit shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person, nor shall it be subject to attachment or legal process for, or against, such person, and the same shall not be recognized under the Plan, except to such extent as may be required by law. Notwithstanding the above, this Plan Section shall not apply to a "qualified domestic relations order" (as defined in Code Section 414(p)), and benefits may be paid pursuant to the provisions of such an order. The Plan Administrator shall develop procedures (in accordance with applicable federal regulations) to determine whether a domestic relations order is qualified, and, if so, the method and the procedures for complying therewith. 11.2 If any person who shall be entitled to any benefit under the Plan shall become bankrupt or shall attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge such benefit under the Plan, then the payment of any such benefit in the event a Member or Beneficiary is entitled to payment shall, in the discretion of the Plan Administrator, cease and terminate and in that event the Trustee shall hold or apply the same for the benefit of such person, his spouse, children, other dependents or any of them in such manner and in such proportion as the Plan Administrator shall determine. 11.3 Whenever any benefit which shall be payable under the Plan is to be paid to or for the benefit of any person

who is then a minor or determined to be incompetent by qualified medical advice, the Plan Administrator need not require the appointment of a guardian or custodian, but shall be authorized to cause the same to be paid over to the person having custody of such minor or incompetent, or to cause the same to be paid to such minor or incompetent without the intervention of a guardian or custodian, or to cause the same to be paid to a legal guardian or custodian of such minor or incompetent if one has been appointed or to cause the same to be used for the benefit of such minor or incompetent. 11.4 If the Plan Administrator cannot ascertain the whereabouts of any Member to whom a payment is due under the Plan, the Plan Administrator may direct that the payment and all remaining payments otherwise due to the Member be cancelled on the records of the Plan and the amount thereof applied as a forfeiture to reduce Plan Sponsor contributions, except that, in the event the Member later notifies the Plan Administrator of his whereabouts and requests the payments due to him under the Plan, the Plan Sponsor shall contribute to the Plan an amount equal to the payment to be paid to him as soon as administratively feasible. SECTION 12 PROHIBITION AGAINST DIVERSION At no time shall any part of the Fund be used for or diverted to purposes other than the exclusive benefit of the Members or their Beneficiaries, subject, however, to the payment of all taxes and administrative expenses and subject to the provisions of the Plan with respect to returns of contributions. SECTION 13 LIMITATION OF RIGHTS Membership in the Plan shall not give any Employee any right or claim except to the extent that such right is specifically fixed under the terms of the Plan. The adoption of the Plan and the Trust by any Plan Sponsor shall not be construed to give any Employee a right to be continued in the employ of a Plan Sponsor or as interfering with the right of a Plan Sponsor to terminate the employment of any Employee at any time. SECTION 14 AMENDMENT TO OR TERMINATION OF THE PLAN AND THE TRUST 14.1 The Primary Sponsor reserves the right at any time to modify or amend or terminate the Plan or the Trust in whole or in part; provided, however, that the Primary Sponsor shall have no power to modify or amend the Plan in such manner as would cause or permit any portion of the funds held under a Plan to be used for, or diverted to, purposes other than for the exclusive benefit of Members or their Beneficiaries, or as would cause or permit any portion of a fund held under the Plan to become the property of a Plan Sponsor; and provided further, that the duties or liabilities of the Trustee shall not be increased without its written consent. No such modifications or amendments shall have the effect of retroactively changing or depriving Members or Beneficiaries of rights already accrued under the Plan. No Plan Sponsor other than the Primary Sponsor shall have the right to so modify, amend or terminate the Plan or the Trust. Notwithstanding the foregoing, each Plan Sponsor may terminate its own participation in the Plan and Trust pursuant to the Plan. 14.2 Each Plan Sponsor other than the Primary Sponsor shall have the right to terminate its participation in the Plan and Trust by resolution of its board of directors or other appropriate governing body and notice in writing to the Primary Sponsor and the Trustee unless such termination would result in the disqualification of the Plan or the Trust or would adversely affect the exempt status of the Plan or the Trust as to any other Plan Sponsor. If contributions by or on behalf of a Plan Sponsor are completely terminated, the Plan and Trust shall be deemed terminated as to such Plan Sponsor. Any termination by a Plan Sponsor, shall not be a termination as to any other Plan Sponsor. 14.3 (a) If the Plan is terminated by the Primary Sponsor or if contributions to the Trust should be permanently discontinued, it shall terminate as to all Plan Sponsors and the Fund shall be used, subject to the payment of expenses and taxes, for the benefit of Members and Beneficiaries, and for no other purposes, and the Account of each affected Member shall be fully vested and nonforfeitable, notwithstanding the provisions of the Plan Section which sets forth the vesting schedule. (b) In the event of the partial termination of the Plan, each affected Member's Account shall be fully vested and

nonforfeitable, notwithstanding the provisions of the Plan Section which sets forth the vesting schedule. 14.4 In the event of the termination of the Plan or the Trust with respect to a Plan Sponsor, the Accounts of the Members with respect to the Plan as adopted by such Plan Sponsor shall be held subject to the instructions of the Plan Administrator; provided that the Trustee shall not be required to make any distribution until it receives a copy of an Internal Revenue Service determination letter to the effect that the termination does not affect the qualified status of the Plan or the exempt status of the Trust or, in the event that such letter is applied for and is not issued, until the Trustee is reasonably satisfied that adequate provision has been made for the payment of all taxes which may be due and owing by the Trust. 14.5 In the case of any merger or consolidation of the Plan with, or any transfer of the assets or liabilities of the Plan to, any other plan qualified under Code Section 401, the terms of the merger, consolidation or transfer shall be such that each Member would receive (in the event of termination of the Plan or its successor immediately thereafter) a benefit which is no less than the benefit which the Member would have received in the event of termination of the Plan immediately before the merger, consolidation or transfer. 14.6 Notwithstanding any other provision of the Plan, an amendment to the Plan -(a) which eliminates or reduces an early retirement benefit, if any, or which eliminates or reduces a retirementtype subsidy (as defined in regulations issued by the Department of the Treasury), if any, or (b) which eliminates an optional form of benefit shall not be effective with respect to benefits attributable to service before the amendment is adopted. In the case of a retirement-type subsidy described in Subsection (a) above, this Plan Section shall be applicable only to a Member who satisfies, either before or after the amendment, the preamendment conditions for the subsidy. SECTION 15 ADOPTION OF PLAN BY AFFILIATES Any corporation or other business entity related to the Primary Sponsor by function or operation and any Affiliate, if the corporation, business entity or Affiliate is authorized to do so by written direction adopted by the Board of Directors, may adopt the Plan and the related Trust by action of the board of directors or other appropriate governing body of such corporation, business entity or Affiliate. Any adoption shall be evidenced by certified copies of the resolutions of the foregoing board of directors or governing body indicating the adoption and by the execution of the Trust by the adopting corporation, or business entity or Affiliate. The resolution shall state and define the effective date of the adoption of the Plan by the Plan Sponsor and, for the purpose of Code Section 415, the "limitation year" as to such Plan Sponsor. Notwithstanding the foregoing, however, if the Plan and Trust as adopted by an Affiliate or other corporation or business entity under the foregoing provisions shall fail to receive the initial approval of the Internal Revenue Service as a qualified Plan and Trust under Code Sections 401(a) and 501(a), any contributions by the Affiliate or other corporation or business entity after payment of all expenses will be returned to such Plan Sponsor free of any trust, and the Plan and Trust shall terminate, as to the adopting Affiliate or other corporation or business entity. SECTION 16 QUALIFICATION AND RETURN OF CONTRIBUTIONS 16.1 If the Plan and the related Trust fail to receive the initial approval of the Internal Revenue Service as a qualified plan and trust within one (1) year after the date of denial of qualification (a) the contribution of a Plan Sponsor after payment of all expenses will be returned to a Plan Sponsor free of the Plan and Trust, (b) contributions made by a Member shall be returned to the Member who made the contributions, and (c) the Plan and Trust shall thereupon terminate. 16.2 All Plan Sponsor contributions to the Plan are contingent upon deductibility. To the extent permitted by the Code and other applicable laws and regulations thereunder, upon a Plan Sponsor's request, a contribution which was made by reason of a mistake of fact or which was nondeductible under Code Section 404, shall be returned to a Plan Sponsor within one (1) year after the payment of the contribution, or the disallowance of the deduction (to the extent disallowed), whichever is applicable.

In the event of a contribution which was made by reason of a mistake of fact or which was nondeductible, the amount to be returned to the Plan Sponsor shall be the excess of the contribution above the amount that would have been contributed had the mistake of fact or the mistake in determining the deduction not occurred, less any net loss attributable to the excess. Any net income attributable to the excess shall not be returned to the Plan Sponsor. No return of any portion of the excess shall be made to the Plan Sponsor if the return would cause the balance in a Member's Account to be less than the balance would have been had the mistaken contribution not been made. SECTION 17 SECTION 16 OF SECURITIES EXCHANGE ACT OF 1934 Notwithstanding any other provision of this Plan, the provisions of this Plan that set forth the formula or formulas that determine the amount, price or timing of awards to persons subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934 (the "Act") and any other provisions of this Plan of the type referred to in Section 16b-3(c)(2)(ii) of the Act shall not be amended more than once every six months, other than to comport with changes in the Code, ERISA, or the rules thereunder. Further, to the extent required, the persons described in the preceding sentence shall be subject to such withdrawal, investment and other restrictions necessary to satisfy Rule 16b-3 under the Act. This Section 17 is intended to comply with Rule 16b-3 under the Act and shall be effective only to the extent required by such rule and shall be interpreted and administered in accordance with such rule. SECTION 18 INCORPORATION OF SPECIAL LIMITATIONS Appendices A, B, and C to the Plan, attached hereto, are incorporated by reference and the provisions of the same shall apply notwithstanding anything to the contrary contained herein. IN WITNESS WHEREOF, the Primary Sponsor has caused this indenture to be executed as of the date first above written. MORRISON RESTAURANTS INC.
By: /s/ Samuel E. Beall, III Title: President and Chief Executive Officer ATTEST:

/s/ Pfilip G. Hunt Title: Senior Vice President, General Counsel and Secretary

[CORPORATE SEAL]

APPENDIX A SPECIAL NONDISCRIMINATION RULES SECTION 1 As used in this Appendix, the following words shall have the following meanings: (a) "Eligible Member" means a Member who is an Employee during any particular Plan Year. (b) "Highly Compensated Eligible Member" means any Eligible Member who is a Highly Compensated

APPENDIX A SPECIAL NONDISCRIMINATION RULES SECTION 1 As used in this Appendix, the following words shall have the following meanings: (a) "Eligible Member" means a Member who is an Employee during any particular Plan Year. (b) "Highly Compensated Eligible Member" means any Eligible Member who is a Highly Compensated Employee. (c) "Matching Contribution" means any contribution made by a Plan Sponsor to a Company Matching Account and any other contribution made to a plan by a Plan Sponsor or an Affiliate on behalf of an Employee on account of a contribution made by an Employee or on account of an Elective Deferral. (d) "Qualified Matching Contributions" means Matching Contributions which are immediately nonforfeitable when made, and which would be nonforfeitable, regardless of the age or service of the Employee or whether the Employee is employed on a certain date, and which may not be distributed, except upon one of the events described under Code Section 401(k)(2)(B) and the regulations thereunder. (e) "Qualified Nonelective Contributions" means contributions of the Plan Sponsor or an Affiliate, other than Matching Contributions or Elective Deferrals, which are non- forfeitable when made, and which would be nonforfeitable regardless of the age or service of the Employee or whether the Employee is employed on a certain date, and which may not be distributed, except upon one of the events described under Code Section 401(k)(2) (B) and the regulations thereunder. SECTION 2 In addition to any other limitations set forth in the Plan, for each Plan Year one of the following tests must be satisfied: (a) the actual deferral percentage for the Highly Compensated Eligible Members must not be more than the actual deferral percentage of all other Eligible Members multiplied by 1.25; or (b) the excess of the actual deferral percentage for the Highly Compensated Eligible Members over that of all other Eligible Members must not be more than two (2) percentage points, and the actual deferral percentage for the Highly Compensated Eligible Members must not be more than the actual deferral percentage of all other Eligible Members multiplied by two (2). The "actual deferral percentage" for the Highly Compensated Eligible Members and all other Eligible Members for a Plan Year is the average in each group of the ratios, calculated separately for each Employee, of the Deferral Amounts contributed by the Plan Sponsor on behalf of an Employee for the Plan Year to the Annual Compensation of the Employee in the Plan Year. In addition, for purposes of calculating the "actual deferral percentage" as described above, Deferral Amounts of Employees who are not Highly Compensated Employees which are prohibited by Code Section 401(a)(30) shall not be taken into consideration. Except to the extent limited by Treasury Regulation Section 1.401(k)-1(b)(5) and any other applicable regulations promulgated by the Secretary of the Treasury, all or part of the Qualified Matching Contributions and Qualified Nonelective Contributions made pursuant to the Plan may be treated as Deferral Amounts for purposes of determining the "actual deferral percentage." SECTION 3 If the Deferral Amounts contributed on behalf of any Highly Compensated Eligible Member exceeds the amount permitted under the "actual deferral percentage" test described in Section 2 of this Appendix A for any given Plan Year, then before the end of the Plan Year following the Plan Year for which the Excess Deferral Amount was contributed, (a) the amount of the Excess Deferral Amount for the Plan Year, as adjusted to reflect income, gain, or loss attributable to it through the date the Excess Deferral Amount is distributed to the Member and reduced

by any excess Elective Deferrals as determined pursuant to Plan Section 3.1 previously distributed to the Member for the Member's taxable year ending with or within the Plan Year, may be distributed to the Highly Compensated Eligible Member or (b) to the extent provided in regulations issued by the Secretary of the Treasury, the Plan Administrator may, in its discretion, allow each affected Member to elect, within two and onehalf months after the end of the Plan Year for which the Excess Deferral Amount was contributed, to treat the Excess Deferral Amount, unadjusted for earnings, gains, and losses, but as so reduced, as an amount distributed to the Member and then contributed as an after-tax contribution by the Member to the Plan ("recharacterized amounts"). The income allocable to such Excess Deferral Amount shall be determined in a similar manner as described in Plan Section 4.2. The Excess Deferral Amount to be distributed or recharacterized shall be reduced by Deferral Amounts previously distributed or recharacterized for the taxable year ending in the same Plan Year, and shall also be reduced by Deferral Amounts previously distributed or recharacterized for the Plan Year beginning in such taxable year. For all other purposes under the Plan other than this Appendix A recharacterized amounts shall continue to be treated as Deferral Amounts. In the event the multiple use of limitations contained in Sections 2(b) and 5(b) of this Appendix, pursuant to Treasury Regulations Section 1.401(m)-2 as promulgated by the Secretary of the Treasury, requires a corrective distribution, such distribution shall be made pursuant to this Section 3, and not Section 6 of Appendix A. For purposes of this Section 3, "Excess Deferral Amount" means, with respect to a Plan Year, the excess of: (a) the aggregate amount of Deferral Amounts contributed by a Plan Sponsor on behalf of Highly Compensated Eligible Members for the Plan Year, over (b) the maximum amount of Deferral Amounts permitted under Section 2 of this Appendix A for the Plan Year, which shall be determined by reducing the Deferral Amounts contributed on behalf of Highly Compensated Eligible Members in order of the actual deferral percentages beginning with the highest of such percentages. Distribution of the Excess Deferral Amounts for any Plan Year shall be made to the Highly Compensated Eligible Members on the basis of the respective portions of the Excess Deferral Amount attributable to each Highly Compensated Eligible Member. As to any Highly Compensated Employee who is subject to the family aggregation rules of Subsection (b) of the Plan Section containing the definition of the term "Highly Compensated Employee," any distribution of such Highly Compensated Employee's allocable portion of the Excess Deferral Amount for a Plan Year shall be allocated among the family members of such Highly Compensated Employee who are combined to determine the actual deferral percentage in proportion to the Deferral Amounts taken into account under this Section 3. SECTION 4 The Plan Administrator shall have the responsibility of monitoring the Plan's compliance with the limitations of this Appendix A and shall have the power to take all steps it deems necessary or appropriate to ensure compliance, including, without limitation, restricting the amount which Highly Compensated Eligible Members can elect to have contributed pursuant to Plan Section 3.1. Any actions taken by the Plan Administrator pursuant to this Section 4 shall be pursuant to non-discriminatory procedures consistently applied. SECTION 5 In addition to any other limitations set forth in the Plan, Matching Contributions under the Plan and the amount of nondeductible employee contributions under the Plan, for each Plan Year must satisfy one of the following tests: (a) The contribution percentage for Highly Compensated Eligible Members must not exceed 125% of the contribution percentage for all other Eligible Members; or (b) The contribution percentage for Highly Compensated Eligible Members must not exceed the lesser of (1) 200% of the contribution percentage for all other Eligible Members, and (2) the contribution percentage for all other Eligible Members plus two (2) percentage points. Notwithstanding the foregoing, for purposes of this Section 5, the terms Highly Compensated Eligible Member and Eligible Member shall not include any Member who is not eligible to receive a Matching Contribution under

the provisions of the Plan, other than as a result of the Member failing to contribute to the Plan or failing to have an Elective Deferral contributed to the Plan on the Member's behalf. Notwithstanding the foregoing, if Qualified Matching Contributions are taken into account for purposes of applying the test contained in Section 2 of this Appendix A, they shall not be taken into account under this Section 5. In applying the above tests, the Plan Administrator shall comply with any regulations promulgated by the Secretary of the Treasury which prevent or restrict the use of the test contained in Section 2(b) of this Appendix A and the test contained in Section 5(b) of this Appendix A. The "contribution percentage" for Highly Compensated Eligible Members and for all other Eligible Members for a Plan Year shall be the average of the ratios, calculated separately for each Member, of (A) to (B), where (A) is the amount of Matching Contributions under the Plan (excluding Qualified Matching Contributions which are used to apply the test set forth in Section 2 of this Appendix A or Matching Contributions which are used to satisfy the minimum required contributions to the Accounts of Eligible Members who are not Key Employees pursuant to Section 1 of Appendix C to the Plan) and nondeductible employee contributions made under the Plan for the Eligible Member for the Plan Year, and where (B) is the Annual Compensation of the Eligible Member for the Plan Year. Except to the extent limited by Treasury Regulation Section 1.401(m)-1(b)(5) and any other applicable regulations promulgated by the Secretary of the Treasury, a Plan Sponsor may elect to treat Deferral Amounts and Qualified Nonelective Contributions as Matching Contributions for purpose of determining the "contribution percentage," provided the Deferral Amounts, excluding those treated as Matching Contributions, satisfy the test set forth in Section 2 of Appendix A. SECTION 6 If the Matching Contributions and nondeductible employee contributions and, if taken into account under Section 5 of this Appendix A, the Deferral Amounts made by or on behalf of Highly Compensated Eligible Members exceed the amount permitted under the "contribution percentage test" for any given Plan Year, then, before the close of the Plan Year following the Plan Year for which the excess aggregate contributions were made, the amount of the excess aggregate contributions attributable to the Plan for the Plan Year, as adjusted to reflect any income, gain or loss attributable to such contributions through the date the excess aggregate contributions are distributed, shall be distributed. The income allocable to such contributions shall be determined in a similar manner as described in Plan Section 4.2. As to any Highly Compensated Employee, any distribution of his allocable portion of the excess aggregate contributions for a Plan Year shall first be attributed to any nondeductible employee contributions made by the Member during the Plan Year for which no corresponding Plan Sponsor contribution is made and then to any remaining nondeductible employee contributions made by the Member during the Plan Year and any Matching Contributions thereon. As between the Plan and any other plan or plans maintained by the Plan Sponsor in which excess aggregate contributions for a Plan Year are held, each such plan shall distribute a pro-rata share of each class of contribution based on the respective amounts of a class of contribution made to each plan during the Plan Year. The payment of the excess aggregate contributions shall be made without regard to any other provision in the Plan. In the event the multiple use of limitations contained in Sections 2(b) and 5(b) of this Appendix, pursuant to Treasury Regulation Section 1.401(m)-2 as promulgated by the Secretary of the Treasury, requires a corrective distribution, such distribution shall be made pursuant to Section 3 of Appendix A, and not this Section 6. For purposes of this Section 6, with respect to any Plan Year, "excess aggregate contributions" means the excess of: (a) the aggregate amount of the Matching Contributions and nondeductible employee contributions and, if taken into account under Section 5 of this Appendix A, the Deferral Amounts actually made on behalf of Highly Compensated Eligible Members for the Plan Year, over (b) the maximum amount of the contributions permitted under the limitations of Section 5 of this Appendix A, determined by reducing contributions made on behalf of Highly Compensated Eligible Members in order of their contribution percentages beginning with the highest of such percentages. Distribution of nondeductible employee contributions or Matching Contributions in the amount of the excess aggregate contributions for any Plan Year shall be made with respect to Highly Compensated Employees on the basis of the respective portions of the excess aggregate contributions attributable to each Highly Compensated Employee. As to any Highly Compensated Employee who is subject to the family aggregation rules of Subsection (b) of the Plan Section containing the definition of the term "Highly Compensated Employee," any distribution of such Highly Compensated Employee's allocable portion of the excess aggregate contributions for a Plan Year

shall be allocated among the family members of such Highly Compensated Employee which are combined to determine the contribution percentage in proportion to the contributions taken into account under this Section 6. The determination of the amount of excess aggregate contributions under this Section 6 shall be made after (1) first determining the excess Elective Deferrals under Plan Section 3.1(b), and (2) then determining the Excess Deferral Amounts under Section 3 of this Appendix A. SECTION 7 Except to the extent limited by rules promulgated by the Secretary of the Treasury, if a Highly Compensated Eligible Member is a participant in any other plan of the Plan Sponsor or any Affiliate which includes Matching Contributions, deferrals under a cash or deferred arrangement pursuant to Code Section 401(k), or nondeductible employee contributions, any contributions made by or on behalf of the Member to the other plan shall be allocated with the same class of contributions under the Plan for purposes of determining the "actual deferral percentage" and "contribution percentage" under the Plan; provided, however, contributions that are made under an "employee stock ownership plan" (within the meaning of Code Section 4975(e)(7)) shall not be combined with contributions under any plan which is not an employee stock ownership plan (within the meaning of Code Section 4975(e)(7)). Except to the extent limited by rules promulgated by the Secretary of the Treasury, if the Plan and any other plans which include Matching Contributions, deferrals under a cash or deferred arrangement pursuant to Code Section 401(k), or nondeductible employee contributions are considered as one plan for purposes of Code Section 401 (a)(4) and 410(b)(1), any contributions under the other plans shall be allocated with the same class of contributions under the Plan for purposes of determining the "contribution percentage" and "actual deferral percentage" under the Plan; provided, however, contributions that are made under an "employee stock ownership plan" (within the meaning of Code Section 4975(e)(7)) shall not be combined with contributions under any plan which is not an employee stock ownership plan (within the meaning of Code Section 4975(e)(7)).

APPENDIX B LIMITATION ON ALLOCATIONS SECTION 1 The "annual addition" for any Member for any one limitation year may not exceed the lesser of: (a) $30,000 (or, if greater, one-quarter of the dollar limitation in effect under Code Section 415(b)(1)(A)), adjusted for changes in the cost of living as provided in regulations issued by the Secretary of the Treasury); or (b) 25% of the Member's Annual Compensation. SECTION 2 For the purposes of this Appendix B, the term "annual addition" for any Member means for any limitation year, the sum of certain Plan Sponsor and Member contributions, and other amounts as determined in Code Section 415(c)(2) in effect for that limitation year. SECTION 3 In the event that a Plan Sponsor maintains a defined benefit plan under which a Member also participates, the sum of the defined benefit plan fraction and the defined contribution plan fraction for any limitation year for any Member may not exceed 1.0. (a) The defined benefit plan fraction for any limitation year is a fraction: (1) the numerator of which is the projected annual benefit of the Member under the defined benefit plan (determined as of the close of such year); and

APPENDIX B LIMITATION ON ALLOCATIONS SECTION 1 The "annual addition" for any Member for any one limitation year may not exceed the lesser of: (a) $30,000 (or, if greater, one-quarter of the dollar limitation in effect under Code Section 415(b)(1)(A)), adjusted for changes in the cost of living as provided in regulations issued by the Secretary of the Treasury); or (b) 25% of the Member's Annual Compensation. SECTION 2 For the purposes of this Appendix B, the term "annual addition" for any Member means for any limitation year, the sum of certain Plan Sponsor and Member contributions, and other amounts as determined in Code Section 415(c)(2) in effect for that limitation year. SECTION 3 In the event that a Plan Sponsor maintains a defined benefit plan under which a Member also participates, the sum of the defined benefit plan fraction and the defined contribution plan fraction for any limitation year for any Member may not exceed 1.0. (a) The defined benefit plan fraction for any limitation year is a fraction: (1) the numerator of which is the projected annual benefit of the Member under the defined benefit plan (determined as of the close of such year); and (2) the denominator of which is the lesser of (A) the product of 1.25, multiplied by the maximum annual benefit allowable under Code Section 415(b)(1)(A), or (B) the product of (i) 1.4, multiplied by (ii) the amount which may be taken into account under Code Section 415(c)(1)(B) (or Code Section 415(c)(7), if applicable) with respect to the Member for the limitation year. SECTION 6 For purposes of this Appendix B, the term "limitation year" shall mean a Plan Year unless a Plan Sponsor elects, by adoption of a written resolution, to use any other twelve-month period adopted in accordance with regulations issued by the Secretary of the Treasury. For purposes of applying the limitations set forth in this Appendix B, the term "Plan Sponsor" shall mean a Plan Sponsor and any other corporations which are members of the same controlled group of corporations (as described in Code Section 414(b), as modified by Code Section 415(h)) as is a Plan Sponsor, any other trades or businesses (whether or not incorporated) under common control (as described in Code Section 414(c), as modified by Code Section 415(h)) with a Plan Sponsor, any other corporations, partnerships, or other organizations which are members of an affiliated service group (as described in Code Section 414(m)) with a Plan Sponsor, and any other entity required to be aggregated with a Plan Sponsor pursuant to regulations under Code Section 414(o). SECTION I.

For purposes of applying the limitations of this Appendix B, all defined contribution plans maintained or deemed to be maintained by a Plan Sponsor shall be treated as one defined contribution plan, and all defined benefit plans now or previously maintained or deemed to be maintained by a Plan Sponsor shall be treated as one defined benefit plan. In the event any of the actions to be taken pursuant to Section 6 of this Appendix or pursuant to any language of similar import in another defined contribution plan are required to be taken as a result of the annual additions of a Member exceeding the limitations set forth in Section 1 of this Appendix because of the Member's participation in more than one defined contribution plan, the actions shall first be taken with respect to this Plan. SECTION II. In the event that as a result of a reasonable error in estimating the Member's Annual Compensation, the annual addition allocated to the Account of a Member exceeds the limitations set forth in Section 1 of this Appendix B or in the event that the aggregate contributions made on behalf of a Member under both a defined benefit plan and a defined contribution plan, subject to the reduction of allocations in other defined contribution plans required by Section 5 of this Appendix B, cause the aggregate limitation fraction set forth in Section 3 of this Appendix B to be exceeded, the Plan Administrator shall, in writing, direct the Trustee to take such of the following actions as the Plan Administrator shall deem appropriate, specifying in each case the amount or amounts of contributions involved: 1. A Member's annual addition shall be reduced by distributing to the Member Voluntary Contributions made by the Member which cause the annual addition to exceed such limitations; 2. If further reduction is necessary, contributions made by the Plan Sponsor on behalf of the Member pursuant to Plan Section 3.1 with respect to which no contribution is made under Plan Section 3.2 shall be reduced in the amount of the remaining excess and distributed to the Member; 3. If further reduction is necessary, contributions made by the Plan Sponsor on behalf of the Member pursuant to Plan Section 3.1 and contributions of the Plan Sponsor thereon pursuant to Plan Section 3.2 shall be reduced in the amount of the remaining excess. The amount of the reduction under Plan Section 3.1 shall be distributed to the Member. The amount of the reduction under Plan Section 3.2 shall be reallocated to the Company Matching Accounts of Members who are not affected by the limitation in the same proportion as the contribution of the Plan Sponsor for the year is allocated under Plan Section 4.1 to the Accounts of such Members; and 4. If the contribution of the Plan Sponsor would cause the annual addition to exceed the limitations set forth herein with respect to all Members under the Plan, the portion of such contribution in excess of the limitations shall be segregated in a suspense account. While the suspense account is maintained, (1) no Plan Sponsor contributions under the Plan shall be made which would be precluded by this Appendix B, (2) income, gains and loses of the Fund shall not be allocated to such suspense account and (3) amounts in the suspense account shall be allocated in the same manner as Plan Sponsor contributions under the Plan as of each Valuation Date on which Plan Sponsor contributions may be allocated until the suspense account is exhausted. In the event of the termination of the Plan, the amounts in the suspense account shall be returned to the Plan Sponsor to the extent that such amounts may not then be allocated to the Members' Accounts.

APPENDIX C TOP-HEAVY PROVISIONS SECTION 1 As used in this Appendix, the following words shall have the following meanings: (a) "Determination Date" means, with respect to any Plan Year, the last day of the preceding Plan Year, or, in the case of the first Plan Year, means the last day of the first Plan Year. (b) "Key Employee" means an Employee or former Employee (including a Beneficiary of a Key Employee or former Key Employee) who at any time during the Plan Year containing the Determination Date or any of the four (4) preceding Plan Years is:

APPENDIX C TOP-HEAVY PROVISIONS SECTION 1 As used in this Appendix, the following words shall have the following meanings: (a) "Determination Date" means, with respect to any Plan Year, the last day of the preceding Plan Year, or, in the case of the first Plan Year, means the last day of the first Plan Year. (b) "Key Employee" means an Employee or former Employee (including a Beneficiary of a Key Employee or former Key Employee) who at any time during the Plan Year containing the Determination Date or any of the four (4) preceding Plan Years is: (1) An officer described in the Subsection of the Plan Section containing the definition of the term "Highly Compensated Employee"; (2) One of the ten (10) Employees owning both (A) more than one-half percent (1/2%) of the outstanding stock of the Plan Sponsor or an Affiliate, more than one-half percent (1/2%) of the total combined voting power of all stock of the Plan Sponsor or an Affiliate, or more than one-half percent (1/2%) of the capital or profits interest in the Plan Sponsor or an Affiliate, and (B) the largest percentage ownership interests in the Plan Sponsor or any of its Affiliates, and whose Annual Compensation is equal to or greater than the amount in effect under Section 1(a) of Appendix B to the Plan for the calendar year in which the Determination Date falls; or (3) An owner of more than five percent (5%) of the outstanding stock of the Plan Sponsor or an Affiliate or more than five percent (5%) of the total combined voting power of all stock of the Plan Sponsor or an Affiliate; or (4) An owner of more than one percent (1%) of the outstanding stock of the Plan Sponsor or an Affiliate or more than one percent (1%) of the total combined voting power of all stock of the Plan Sponsor or an Affiliate, and who in such Plan Year had Annual Compensation from the Plan Sponsor and all of its Affiliates of more than $150,000. Employees other than Key Employees are sometimes referred to in this Appendix as "non-key employees." (c) "Required Aggregation Group" means: (1) each plan of the Plan Sponsor and its Affiliates which qualifies under Code Section 401(a) in which a Key Employee is a participant, and (2) each other plan of the Plan Sponsor and its Affiliates which qualifies under Code Section 401 (a) and which enables any plan described in Subsection (a) of this Section to meet the requirements of Code Section 401(a)(4) or 410. (d) (1) "Top-Heavy" means: (A) if the Plan is not included in a Required Aggregation Group, the Plan's condition in a Plan Year for which, as of the Determination Date: (i) the present value of the cumulative Accrued Benefits under the Plan for all Key Employees exceeds 60 percent of the present value of the cumulative Accrued Benefits under the Plan for all Members; and (ii) the Plan, when included in every potential combination, if any, with any or all of: (I) any Required Aggregation Group, and (II) any plan of the Plan Sponsor which is not part of any Required Aggregation Group and which qualifies under Code Section 401 (a)

is part of a Top-Heavy Group (as defined in Paragraph (2) of this Subsection); and (B) if the Plan is included in a Required Aggregation Group, the Plan's condition in a Plan Year for which, as of the Determination Date: (i) the Required Aggregation Group is a Top-Heavy Group (as defined in Paragraph (2) of this Subsection); and (ii) the Required Aggregation Group, when included in every potential combination, if any, with any or all of the plans of the Plan Sponsor and its Affiliates which are not part of the Required Aggregation Group and which qualify under Code Section 401(a), is part of a Top-Heavy Group (as defined in Paragraph (2) of this Subsection). (C) For purposes of Subparagraphs (A)(ii) and (B)(ii) of this Paragraph (1), any combination of plans must satisfy the requirements of Code Sections 401(a)(4) and 410. (2) A group shall be deemed to be a Top-Heavy Group if: (A) the sum, as of the Determination Date, of the present value of the cumulative accrued benefits for all Key Employees under all plans included in such group exceeds (B) 60 percent of a similar sum determined for all participants in such plans. (3) (A) For purposes of this Section, the present value of the accrued benefit for any participant in a defined contribution plan as of any Determination Date or last day of a plan year shall be the sum of: (i) as to any defined contribution plan other than a simplified employee pension, the account balance as of the most recent valuation date occurring within the plan year ending on the Determination Date or last day of a plan year, and (ii) as to any simplified employee pension, the aggregate employer contributions, and (iii) an adjustment for contributions due as of the Determination Date or last day of a plan year. In the case of a plan that is not subject to the minimum funding requirements of Code Section 412, the adjustment in Clause (iii) of this Subparagraph (A) shall be the amount of any contributions actually made after the valuation date but on or before the Determination Date or last day of the plan year to the extent not included under Clause (i) or (ii) of this Subparagraph (A); provided, however, that in the first plan year of the plan, the adjustment in Clause (iii) of this Subparagraph (A) shall also reflect the amount of any contributions made thereafter that are allocated as of a date in such first plan year. In the case of a plan that is subject to the minimum funding requirements, the account balance in Clause (i) and the aggregate contributions in Clause (ii) of this Subparagraph (A) shall include contributions that would be allocated as of a date not later than the Determination Date or last day of a plan year, even though those amounts are not yet required to be contributed, and the adjustment in Clause (iii) of this Subparagraph (A) shall be the amount of any contribution actually made (or due to be made) after the valuation date but before the expiration of the extended payment period in Code Section 412(c)(10) to the extent not included under Clause (i) or (ii) of this Subparagraph (A). (B) For purposes of this Subsection, the present value of the accrued benefit for any participant in a defined benefit plan as of any Determination Date or last day of a plan year must be determined as of the most recent valuation date which is within a 12-month period ending on the Determination Date or last day of a plan year as if such participant terminated as of such valuation date; provided, however, that in the first plan year of a plan, the present value of the accrued benefit for a current participant must be determined either (i) as if the participant terminated service as of the Determination Date or last day of a plan year or (ii) as if the participant terminated service as of such valuation date, but taking into account the estimated accrued benefit as of the Determination Date or last day of a plan year. For purposes of this Subparagraph (B), the valuation date must be the same valuation date used for computing plan costs for minimum funding, regardless of whether a valuation is performed that year. The actuarial assumptions utilized in calculating the present value of the accrued benefit for any participant in a defined benefit plan for purposes of this Subparagraph (B) shall be established by the Plan Administrator after consultation with the actuary for the plan, and shall be reasonable in the aggregate and shall

comport with the requirements set forth by the Internal Revenue Service in Q&A T-26 and T-27 of Regulation Section 1.416-1. (C) For purposes of determining the present value of the cumulative accrued benefit under a plan for any participant in accordance with this Subsection, the present value shall be increased by the aggregate distributions made with respect to the participant (including distributions paid on account of death to the extent they do not exceed the present value of the cumulative accrued benefit existing immediately prior to death) under each plan being considered, and under any terminated plan which if it had not been terminated would have been in a Required Aggregation Group with the Plan, during the 5-year period ending on the Determination Date or last day of the plan year that falls within the calendar year in which the Determination Date falls. (D) For purposes of this Paragraph (3), participant contributions which are deductible as "qualified retirement contributions" within the meaning of Code Section 219 or any successor, as adjusted to reflect income, gains, losses, and other credits or charges attributable thereto, shall not be considered to be part of the accrued benefits under any plan. (E) For purposes of this Paragraph (3), if any employee is not a Key Employee with respect to any plan for any plan year, but such employee was a Key Employee with respect to such plan for any prior plan year, any accrued benefit for such employee shall not be taken into account. (F) For purposes of this Paragraph (3), if any employee has not performed any service for any Plan Sponsor or Affiliate maintaining the plan during the five-year period ending on the Determination Date, any accrued benefit for that employee shall not be taken into account. (G) (i) In the case of an "unrelated rollover" (as defined below) between plans which qualify under Code Section 401(a), (a) the plan providing the distribution shall count the distribution as a distribution under Subparagraph (C) of this Paragraph (3), and (b) the plan accepting the distribution shall not consider the distribution part of the accrued benefit under this Section; and (ii) in the case of a "related rollover" (as defined below) between plans which qualify under Code Section 401(a), (a) the plan providing the distribution shall not count the distribution as a distribution under Subparagraph (C) of this Paragraph (3), and (b) the plan accepting the distribution shall consider the distribution part of the accrued benefit under this Section. For purposes of this Subparagraph (G), an "unrelated rollover" is a rollover as defined in Code Section 402(c)(4) or 408(d)(3) or a plan-to-plan transfer which is both initiated by the participant and made from a plan maintained by one employer to a plan maintained by another employer where the employers are not Affiliates. For purposes of this Subparagraph (G), a "related rollover" is a rollover as defined in Code Section 402(c)(4) or 408(d)(3) or a plan-to-plan transfer which is either not initiated by the participant or made to a plan maintained by the employer or an Affiliate. SECTION 2 (a) Notwithstanding anything contained in the Plan to the contrary, except as otherwise provided in Subsection (b) of this Section, in any Plan Year during which the Plan is Top-Heavy, allocations of Plan Sponsor contributions for the Plan Year for the Account of each Member who is not a Key Employee and who has not separated from service with the Plan Sponsor prior to the end of the Plan Year shall not be less than 3 percent of the Member's Annual Compensation. For purposes of this Subsection, an allocation to a Member's Account resulting from any Plan Sponsor contribution attributable to a salary reduction or similar arrangement shall not be taken into account. (b) (1) The percentage referred to in Subsection (a) of this Section for any Plan Year shall not exceed the percentage at which allocations are made or required to be made under the Plan for the Plan Year for the Key Employee for whom the percentage is highest for the Plan Year. For purposes of this Paragraph, an allocation to the Account of a Key Employee resulting from any Plan Sponsor contribution attributable to a salary reduction or similar agreement shall be taken into account. (2) For purposes of this Subsection (b), all defined contribution plans which are members of a Required Aggregation Group shall be treated as part of the Plan.

(3) This Subsection (b) shall not apply to any plan which is a member of a Required Aggregation Group if the plan enables a defined benefit plan which is a member of the Required Aggregation Group to meet the requirements of Code Section 401(a)(4) or 410. (4) If the Plan Sponsor maintains a defined benefit plan which is qualified under Code Section 401(a) and which would be Top-Heavy within the meaning of the Plan for its plan year ending within or coincident with the Plan Year, no allocation shall be made pursuant to Subsection (a) of this Section on behalf of any Member who participates in the defined benefit plan and acquires a year of service within the meaning of paragraphs (4), (5) and (6) of Code Section 411(a) under the defined benefit plan for the plan year, if the defined benefit plan provides generally that the accrued benefit of the member when expressed as an annual retirement benefit shall not, when expressed as a percentage of the Member's compensation, be less than the lesser of (A) 2 percent multiplied by the number of such Years of Service in plan years during which such plan was Top-Heavy, or (B) 20 percent. SECTION 3 In any limitation year (as defined in Section 4 of Appendix B to the Plan) which contains any portion of a Plan Year in which the Plan is Top- Heavy, the number "1.0" shall be substituted for the number "1.25" in Section 3 of Appendix B to the Plan. SECTION 4 Notwithstanding anything contained in the Plan to the contrary, in any Plan Year during which the Plan is TopHeavy, a Member's interest in his Accrued Benefit shall not vest at any rate which is slower than the following schedule, effective as of the first day of that Plan Year:
Full Years of Service Less than 3 3 or more Percentage Vested 0% 100%

The Schedule set forth above in this Section 4 shall be inapplicable to a Member who has failed to perform an Hour of Service after the Determination Date on which the Plan has become Top-Heavy. When the Plan ceases to be Top- Heavy, the Schedule set forth above in this Section 4 shall cease to apply; provided however, that the provisions of the Plan Section dealing with changes in the vesting schedule shall apply.

TRUST AGREEMENT TO THE MORRISON RESTAURANTS INC. SALARY DEFERRAL PLAN THIS TRUST AGREEMENT made as of the 31 day of December, 1993, by and between MORRISON RESTAURANTS INC., f/k/a/ Morrison Incorporated, a corporation organized and existing under the laws of the State of Delaware (the "Primary Sponsor"); each other Affiliate or other entity adopting the Morrison Restaurants Inc. Salary Deferral Plan (the "Plan"), as provided therein and executing this trust pursuant thereto; and AMSOUTH BANK N.A. of Birmingham, Alabama (the "Trustee"); W I T N E S S E T H: WHEREAS, the Primary Sponsor maintains the Plan and related trust (the "Trust"), which is intended to qualify as a profit sharing plan under section 401(a) of the Internal Revenue Code and also contains a cash or deferred arrangement as described in Section 401(k) of the Internal Revenue Code, for the exclusive benefit of Members thereunder and their Beneficiaries; WHEREAS, the Primary Sponsor and Trustee previously entered into certain trust agreements reflecting the terms of the Trust, the most recent of which was dated December 29, 1989 (the "Prior Trust Agreement");

TRUST AGREEMENT TO THE MORRISON RESTAURANTS INC. SALARY DEFERRAL PLAN THIS TRUST AGREEMENT made as of the 31 day of December, 1993, by and between MORRISON RESTAURANTS INC., f/k/a/ Morrison Incorporated, a corporation organized and existing under the laws of the State of Delaware (the "Primary Sponsor"); each other Affiliate or other entity adopting the Morrison Restaurants Inc. Salary Deferral Plan (the "Plan"), as provided therein and executing this trust pursuant thereto; and AMSOUTH BANK N.A. of Birmingham, Alabama (the "Trustee"); W I T N E S S E T H: WHEREAS, the Primary Sponsor maintains the Plan and related trust (the "Trust"), which is intended to qualify as a profit sharing plan under section 401(a) of the Internal Revenue Code and also contains a cash or deferred arrangement as described in Section 401(k) of the Internal Revenue Code, for the exclusive benefit of Members thereunder and their Beneficiaries; WHEREAS, the Primary Sponsor and Trustee previously entered into certain trust agreements reflecting the terms of the Trust, the most recent of which was dated December 29, 1989 (the "Prior Trust Agreement"); WHEREAS, the Primary Sponsor has restated the Plan, generally effective January 1, 1989; and WHEREAS, the Primary Sponsor and Trustee desire to restate the Prior Trust Agreement to make conforming amendments; NOW, THEREFORE, in consideration of the foregoing and of the further obligations and undertakings as hereinafter set forth, the Primary Sponsor and Trustee hereby amend and restate the Prior Trust Agreement, effective January 1, 1994, as follows: SECTION 1 DEFINITIONS All terms and definitions contained in the Plan are hereby incorporated in the Trust Agreement by reference except to the extent that the terms of the Trust Agreement clearly indicate to the contrary. SECTION II THE FUND The Primary Sponsor hereby establishes the Fund with the Trustee. The Fund shall be held, managed and administered by the Trustee in trust in accordance with the provisions of the Plan and of the Trust without distinction between principal and income. At no time shall any part of the Fund be used for or diverted to purposes other than the exclusive benefit of the Members or their Beneficiaries, subject, however, to the payment of taxes and administrative expenses and to the return of contributions to a Plan Sponsor under the specific conditions set forth in the Plan. SECTION III MAINTENANCE OF AND DISTRIBUTIONS FROM ACCOUNTS A. The Plan Administrator shall maintain Accounts in accordance with the Plan. B. The Trustee may rely upon a notice given in accordance with the terms of the Plan. The Trustee shall not be charged with any notice unless given in accordance with the Plan, including notification of any changes in the identity or authority of any Fiduciary (other than the Trustee) or any other person acting in regard to the Plan. C. The Trustee shall make payments out of the Fund to the persons, in the manner and in the amounts specified in written directions received by it from the Plan Administrator. The Plan Administrator assumes all responsibility with respect to the directions and the application of the payments. The Trustee is under no duty to enforce

payments of any contributions to the Fund and is not responsible for the adequacy of the Fund to discharge liabilities arising in connection with the Plan or Trust. D. If any dispute arises as to the persons to whom the payment of any funds or delivery of any assets shall be made by the Trustee, the Trustee may withhold the payment or delivery until the dispute has been determined by a court of competent jurisdiction or has been settled by the parties concerned and may, in its sole discretion, submit the dispute to a court of competent jurisdiction. SECTION 5 INVESTMENTS A. Subject to the provisions of Sections V, VI and VIII hereof, the Trustee agrees to invest the assets of the Fund with the care, skill and diligence under the circumstances then prevailing that a prudent man acting in like capacity and familiar with such matters pursuant to the Trust would use in the conduct of an enterprise of a like character and with like aims. B. Subject to the terms of the Plan and the Trust Agreement and the provisions of ERISA, the Trustee shall invest the principal and income of the Fund without distinction between principal and income, in such securities or in such property, real, personal, or mixed and wherever situated, as the Trustee in its sole discretion deems advisable. Without limiting the foregoing, the Trustee may make investments in, and may purchase, acquire, obtain, retain, sell, transfer, pledge, hypothecate or encumber common or preferred stocks, shares of mutual funds, trust and participation certificates, bonds and mortgages, other evidences of indebtedness or ownership, annuity contracts of life insurance companies, savings accounts or plans, including, without limitation, savings accounts or plans established by the Trustee, covered call options, put options, and financial futures contracts, irrespective of whether the securities or property shall be of a character authorized by applicable state law for trust investments. C. The Trustee shall not invest in any securities issued by a Plan Sponsor or any affiliate (as defined in ERISA Section 407(d)(7)) of a Plan Sponsor unless the securities are "Qualifying Employer Securities," which means (i) securities of a Plan Sponsor or any affiliate which are stock, or (ii) a marketable obligation, as defined in ERISA Section 407(e), of a Plan Sponsor or any affiliate. Also, the Trustee shall not invest in any real property leased to or used by a Plan Sponsor or any affiliate of a Plan Sponsor unless the real property is "Qualifying Employer Real Property," which means parcels of real property and related personal property which are leased to the Plan Sponsor or to any affiliate and which are geographically dispersed and are suitable (or adaptable without excessive cost) for more than one use. The Trustee may invest up to one hundred percent (100%) of the Fund in Qualifying Employer Securities, but shall not be required to invest in either Qualifying Employer Securities or Qualifying Employer Real Property if the Trustee makes a good faith determination that the investment would be contrary to ERISA or the Code. D. In addition to any other investments proper under the Trust, the Trustee shall, after receiving written approval from the Primary Sponsor, from time to time invest all or any part of the Fund in one or more group trusts or collective investment funds (including, without limitation, such trusts or funds now or hereafter established by the then Trustee and, more specifically, the AmSouth Bancorporation Collective Investment Trust and the funds maintained thereunder, including the General Equity Fund, the General Fixed Income Fund, the General Intermediate Maturity Fund, the General Limited Maturity Fund, and the Short-Term Investment Fund and the AmSouth Master Money Market Account of AmSouth Bank N.A.) which contemplate the commingling for investment purposes of the funds therein with trust assets of other pension plans as defined in ERISA which are qualified under Code Section 401 and which may be established by other businesses, institutions and organizations other than the Trustee. To the extent required by Revenue Ruling 81-100 and to the extent consistent with the Trust, the terms and provisions of the declaration of trust creating any group trust or collective investment fund in which the Fund is invested are hereby adopted and made a part hereof, and any part of the Fund so invested shall be subject to all of the terms and provisions of any declaration of trust creating the group trust or collective investment fund. The Trustee shall from time to time withdraw from the group trust or collective investment fund such part of the Fund, as the Primary Sponsor directs. E. The Trustee shall invest the assets of the Plan allocated to Company Matching Accounts primarily in shares of Qualifying Employer Securities; otherwise, the normal investment goals and objectives of the Trustee are capital growth, conservation of principal and production of income through the receipt of interest or dividends from

investments. SECTION 6 INVESTMENT MANAGER A. If an Investment Manager is designated in accordance with the Plan, the Trustee shall either (1) turn over to the Investment Manager for investment all or such portion of the Fund as is specified in a written direction to the Trustee from the Primary Sponsor, in which case the assets shall continue to be a part of the Fund, even though not in the Trustee's possession, or (2) invest and reinvest all or such portion of the Fund as is specified in a written direction to the Trustee from the Primary Sponsor in the manner in which the Investment Manager directs the Trustee in writing. In either event, whether the Trustee actually gives the Investment Manager possession of a portion of the Fund or is required to invest a portion of the Fund as directed by the Investment Manager, the Trustee shall have no discretion with respect to the investment or reinvestment of that portion of the Fund and shall not be liable for that portion of the Fund or for any acts or omissions of the Investment Manager or for following or for taking or refraining from taking any action at any direction of the Investment Manager given prior to receipt by the Trustee of written notice from the Primary Sponsor of revocation of the designation of the Investment Manager or for the failure of the Investment Manager to give a direction or for any act or omission in connection with its failure. The Trustee shall have no responsibility for any assets of the Fund while in the possession of the Investment Manager or while the assets have not been returned to the possession of the Trustee, and the Trustee shall be entitled to rely upon notice of the designation of an Investment Manager from the Primary Sponsor until notified in writing by the designating party that the designation is no longer in effect. B. During any period of time in which an Investment Manager directs the investment of a portion of the Fund, the Trustee, or its designated agent, shall continue to receive all securities purchased against payment therefor and to deliver all securities sold against receipt of the proceeds therefrom. Any Investment Manager authorized to direct investments may issue orders on behalf of the Trustee for the purchase or sale of securities directly to a broker or dealer and for such purpose the Trustee shall, upon request, execute and deliver to the Investment Manager one or more trading authorizations. Written notification of the issuance of each order shall be given promptly to the Trustee by the Investment Manager and the execution of each order shall be confirmed by the broker to the Investment Manager and the Trustee. The notification shall be authority of the Trustee to receive securities purchased against payment therefor and to deliver securities sold against receipt of the proceeds therefrom. All directions concerning invest- ments of the Investment Manager shall be signed by any person acting on behalf of the Investment Manager as may be duly authorized in writing. The transmission by the Investment Manager to the Trustee of directions by photostatic teletransmission with duplicate or facsimile signatures shall be considered a delivery in writing of the directions until the Trustee is notified in writing by the Primary Sponsor that the use of any device transmitting duplicate or facsimile signatures is no longer authorized. The Trustee may rely upon directions which it receives by photostatic teletransmission prior to receipt of notice from the Primary Sponsor that they are no longer authorized, and the Trustee shall not be responsible for the consequences of any unauthorized use of a device which use was not known by the Trustee at the time to be unauthorized. C. The Trustee shall be under no duty to make any review of investments acquired for the Plan at the direction or order of an Investment Manager or to make any recommendation with respect to disposing of or continuing to retain any such investment. D. The Trustee shall have no obligation to determine the existence of any conversion, redemption, exchange, subscription or other right relating to any securities purchased, of which notice was given prior to the purchase of the securities, and shall have no obligation to exercise any right unless the Trustee is informed of its existence by the Investment Manager and is requested in writing by the Investment Manager to exercise the right within a reasonable time before the time for its exercise expires. E. In the event that the Trustee is directed to purchase securities issued by any foreign government or agency thereof, or by any corporation domiciled outside of the continental limits of the United States or its territories, it shall be the responsibility of the Investment Manager to advise the Trustee in writing with respect to any laws or regulations of any such foreign countries which shall apply to the securities, including, but not limited to, receipt of dividends or interest by the Trustee from such securities. SECTION 7 INVESTMENT COMMITTEE

A. If an Investment Committee is designated by the Primary Sponsor in accordance with the Plan, the Trustee shall, unless the Primary Sponsor otherwise directs the Trustee in writing, invest the Fund as the Investment Committee directs. However, the Trustee shall only be subject to proper directions of the Investment Committee which are made in accordance with the terms of the Plan and which are not contrary to ERISA. B. The Primary Sponsor may in writing direct that only a portion of the Fund shall be invested as the Investment Committee directs, in which case the Trustee shall invest the balance of the Fund pursuant to Section IV hereof, subject to Sections V and VIII hereof. SECTION 8 TRUSTEE POWERS In the administration of the Trust, in addition to, and not in limitation of, any powers or authority of the Trustee under the Trust or which the Trustee may have under applicable law in addition thereto (all such additional powers and authority being specifically hereby granted to the Trustee), the Trustee is authorized and empowered to do the following, without advertisement and without order of court and without having to post bond or make any returns or report of its doings to any court: A. To purchase or subscribe for any securities or property, including, without limitation, shares of mutual funds and to retain the same in trust; B. To sell, exchange, convey, transfer, or otherwise dispose of, any securities or property held by it, by private contract or at public auction, with or without advertising, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any sale or other disposition; C. To vote any stocks, bonds or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options, and to make any payments incidental thereto; to oppose or to consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held as part of the Fund; provided, however, that the voting, tendering or similar rights with respect to any Qualifying Employer Securities which are subject to investment direction by Members shall be exercised by Members or, where applicable, their Beneficiaries; D. To register any investment held as a part of the Fund in its own name or in the name of a nominee, and to hold any investment in bearer form or through or by a central clearing corporation maintained by institutions active in the national securities markets, but the books and records of the Trustee shall at all times show that all investments are part of the Fund; E. To write covered call options and to purchase or sell put options and financial futures contracts; F. To employ and act through suitable agents, accountants, appraisers and attorneys (who may be counsel for the Trustee) and to pay their reasonable expenses and compensation, and the Trustee may consult with counsel (who, without limitation, may be counsel to the Trustee or to a Plan Sponsor), and shall be protected to the extent the law permits in acting upon the advice of counsel in regard to legal questions, and may also employ agents and expert assistants and delegate to them the ministerial duties which it sees fit, in which event the Trustee shall periodically review the performance of the persons to whom these duties have been delegated; G. To borrow or raise money for the purposes of the Trust in such amounts and upon such terms and conditions as the Trustee in its absolute discretion may deem advisable; and for any sums so borrowed to issue its promissory note as Trustee, and to secure the repayment thereof by pledging all or any part of the Fund; and no person lending money to the Trustee shall be bound to see to the application of the money lent or to inquire into the validity, expediency or propriety of the borrowing; H. To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and all other instruments or agreements that may be necessary or appropriate to carry out the powers of the Trustee under the Trust or incidental thereto;

I. To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Fund, to commence or defend any legal or administrative proceedings arising, necessary or appropriate in connection with the Plan, the Trust, the Fund, the administration thereof or the powers or authority of the Trustee under the Trust, and to represent the Plan, the Trust, and the Fund in all legal and administrative proceedings; J. To keep such portions of the Fund in cash or cash balances as the Trustee may deem to be in the best interest of the Trust, it being understood that the Trustee shall not be required to pay any interest on any cash balances; and K. Generally, to do all acts and to execute and deliver all instruments as in the judgment of the Trustee may be necessary or desirable to carry out any powers or authority of the Trustee, without advertisement, without order of court and without having to post bond or make any returns or report of its doings to any court. SECTION 9 INVESTMENT FUNDS A. The assets of the Fund shall be invested in at least four (4) Individual Funds, with varying investment objectives, as the Primary Sponsor shall from time to time determine with consent of the Trustee. One such Individual Fund shall be established for investments in Qualifying Employee Securities. B. The Primary Sponsor, in its sole discretion may, from time to time, establish one or more additional Individual Funds, or may change or terminate the availability of any then existing Individual Fund or Individual Funds for all Members, provided, however, that four (4) or more Individual Funds remain available. C. As to each of the Individual Funds, the Trustee shall be authorized to purchase short-term investments pending the selection and purchase of investments suitable for a particular Individual Fund. The decision of the Trustee as to whether or not an investment is of a type which may be purchased for any Individual Fund shall be conclusive. Pending the selection and purchase of suitable investments, or the payment of expenses or other anticipated distributions, the Trustee may retain in cash, without liability for interest, such portion of an Individual Fund as it shall deem reasonable under the circumstances. D. The Trustee, at any time, may purchase for an Individual Fund any property of another Individual Fund which would then be appropriate for purchase by that Individual Fund and may exchange property of one Individual Fund for property of another Individual Fund if the exchanged properties would be appropriate for purchase by the respective Individual Funds. Each purchase or exchange shall be made at the fair market value of the property so purchased or exchanged. E. The terms and provisions of this Section shall not in any way limit the authority, powers, and duties of the Trustee as set forth in this Trust except to the extent that Section 404(c) of ERISA applies to the investment election made by any Member pursuant to the Plan and Trust. The Trustee shall exercise or perform the same in regard to any Individual Fund only in accordance with the purposes thereof. Further, the authority, powers, and duties of the Trustee shall be subject to the limitations provided in Sections V and VI of the Trust if an Investment Manager or an Investment Committee is appointed as provided therein, which Investment Mana- ger or Investment Committee may be appointed in respect of all or a part of any Individual Fund or the Fund, but shall exercise or perform its authority, powers, and duties only in a manner consistent with the purpose of the Individual Fund or the Fund, as the case may be. SECTION 10 INVESTMENT DIRECTION BY MEMBERS A. Subject to any other rules and restrictions as the Plan Administrator may prescribe from time to time, with respect to amounts allocated to Employee Deferred Accounts and Rollover Accounts only, each Member may (1) direct that a portion or all of his interest in one or more of the Individual Funds be transferred to one or more of the other Individual Funds or (2) change his election as to the Individual Funds in which future contributions on his behalf to his Employee Deferred Account and Rollover Account shall be invested. The provisions of this Section are contingent upon the availability of transfers among the Individual Funds under the terms of the investments made by each Individual Fund. An investment direction, once given, shall be deemed to be a continuing direction until changed as otherwise provided herein.

B. If no investment election is outstanding, all such contributions shall be allocated to such Individual Fund as the Plan Administrator shall, in its sole discretion, determine. C. Investment directions by Members shall be subject to the following: (a) Each direction shall be on a form provided by the Plan Administrator, shall state the Individual Fund(s) to which all or a portion of the Member's Account shall be transferred, or, if applicable, shall state how future contributions shall be invested among the Individual Funds. (b) Directions may be given effect for the immediately succeeding Valuation Date occurring after written notice is given if delivered to the Plan Administrator on or before the date required by the Plan Administrator. Directions shall be effective only for the date in respect of which they are given, unless the Plan Administrator allows otherwise. D. Each direction under the preceding paragraphs received by the Plan Administrator shall be promptly delivered to the Trustee, and shall be effective as to the Trustee only when received by the Trustee. If a Member directs that all or a portion of his Account be invested in a particular Individual Fund, the Trustee shall use its best efforts to carry out the investment as soon as practicable. However, the Trustee shall never be held liable for failure to carry out an investment direction within the terms of the Trust if the Trustee has made a bona fide effort to follow the direction. E. Any distribution to a Member pursuant to the Plan shall be pro rata from each Individual Fund in which he has an interest or in such other manner determined by the Plan Administrator and applied uniformly. SECTION 11 VALUATION AND ALLOCATION A. For all purposes under the Plan and the Trust, including particularly, but without limitation, valuing the Fund and each Member's Account and allocating to each Member's Account its share of the net income or net loss of the Fund, the following rules shall apply: (a) Transfers or payments of funds or assets and the income, gain, loss, or expenses attributable thereto between Individual Funds shall be deemed made as of the Valuation Date coinciding with or immediately preceding the actual date of transfer or payment and the funds or assets shall not be credited or charged after such date with any earnings or losses of the Individual Fund from which transferred or paid but shall be credited or charged after such date with any earnings or losses of the Individual Fund to which transferred or paid. (b) Transfers or payments from an Individual Fund to a Member or his Beneficiary between Valuation Dates shall be charged against the interest of the Member in the Individual Fund as of the next preceding Valuation Date and contributions to an Individual Fund which are allocated to the Account of a Member between Valuation Dates shall be credited to the interest of such Member in such Individual Fund as of the next succeeding Valuation Date. (c) Fair market value of the assets of each Individual Fund shall be determined separately and the net income or net loss of each Individual Fund shall be determined separately. (d) The value of a Member's Account, to the extent invested in Individual Funds, shall be the sum of his proportionate interests in each of the Individual Funds, and the aggregate net income or net loss allocated to a Member's Account shall be the aggregate of the net income or net loss allocated to his proportionate interests in each of the Individual Funds. B. Subject to the provisions of Subsections C. and D. below, the Trustee shall as of each Valuation Date, and at such additional times as the Primary Sponsor may in writing direct, determine the net income or net loss and the fair market value of the assets in the Fund and each Individual Fund, respectively, as determined below: (e) To the cash income, if any, since the last Valuation Date, there shall be added or subtracted, as the case may be, any net increase or decrease, since the last Valuation Date, in the fair market value of the assets of the Fund or Individual Fund, as applicable, since the last Valuation Date, any gain or loss on the sale or exchange of assets of the Fund or Individual Fund, as applicable, since the last Valuation Date, accrued interest since the last Valuation Date with respect to any interest-bearing security as to which the purchaser would be required to pay

the accrued interest in addition to the quoted price, the amount of any dividend which shall have been declared since the last Valuation Date but not paid on shares of stock owned by the Trustee if the market quotation used in determining the value of such shares is ex-dividend, and the amount of any other assets of the Fund or Individual Fund determined by the Trustee to be income since the last Valuation date; (f) From the sum thereof there shall be deducted all charges, expenses, and liabilities accrued since the last Valuation Date which are proper under the provisions of the Plan and the Trust and which in the discretion of the Trustee are properly chargeable against income for the period. C. Notwithstanding Subsection B hereof, in the event that an Investment Manager is designated by the Primary Sponsor and if the Investment Manager either directs the investment of or itself invests any assets of the Fund, or in the event that an Investment Committee is appointed by the Primary Sponsor and directs the investment of any assets of the Fund, and if any of such assets are non-listed securities or are not publicly traded or if the fair market value of any of such assets cannot be readily determined, then the Investment Manager or the Investment Committee, whichever is applicable, shall determine the net income or net loss and the fair market value of such assets and the Trustee shall be entitled to rely upon such determination. D. In the event that an Investment Manager is designated by the Plan Sponsor and if the Trustee gives the Investment Manager possession of any portion of the assets of the Fund, then the Investment Manager shall determine the net income or net loss and the fair market value of those assets and the Trustee shall be entitled to rely upon the determination. SECTION 12 TRUSTEE COMPENSATION A. The Trustee's compensation shall be the amount agreed upon in a separate written agreement between the Primary Sponsor and the Trustee. If the Primary Sponsor fails to pay to the Trustee its compensation and expenses within thirty (30) days after the Trustee presents its invoice to the Primary Sponsor, the Trustee is authorized to use the assets held by it under the Trust to pay its unpaid compensation and expenses. No person who serves as the Trustee and who receives full-time pay from a Plan Sponsor shall be entitled to receive any compensation from the Fund, except for the reimbursement of expenses properly and actually incurred by him in his role as Trustee. B. All taxes of whatever kind or nature that may be levied or assessed under existing or future laws upon, or in respect of, the Plan, the Trust, the Fund or the income or gains thereof or therefrom shall be paid from the Fund. SECTION 13 TRUSTEE RESPONSIBILITY The Trustee is not responsible for the application, investment or other disposition of any funds or property held or managed by, or otherwise subject to direction by, any person other than the Trustee. The Trustee is not responsible for the application of any funds or property held by it under the Trust which have been paid to the Plan Administrator or which have been paid pursuant to the Plan and Trust or as directed by the Plan Administrator. The Trustee has no responsibility with respect to any administration of the Plan or the payment of any benefits under the Plan. SECTION 14 RECORDKEEPING The Trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements and other transactions pursuant to the Plan and the Trust, and all books and records relating thereto shall be open to inspection and audit at all reasonable times by the Plan Administrator. Within ninety (90) days following the later of the close of each Plan year or the receipt of a Plan Sponsor's contribution, and within ninety (90) days after a Report Date (which for purposes of this Trust shall mean the date of the death, removal or resignation of any Trustee from time to time serving hereunder, or the date of the termination of the Trust) the Trustee shall file with the Plan Administrator its written account. The account shall set forth (i) all investments, receipts, disbursements and other transactions effected by it during such Plan Year or during the period from the last Valuation Date to the Report Date and (ii) the determination of the Trustee of the net income or net loss of the Fund for such Plan Year or during the period from the last Valuation Date to the Report Date and the determination of the Trustee of

the fair market value of the assets of the Fund as at the Valuation Date or as at the Report Date, as the case may be. Unless a Report Date is also a Valuation Date, no allocation of earnings, gains or losses shall be made to a Member's Account. SECTION 15 REMOVAL OR RESIGNATION OF TRUSTEE, AND AMENDMENT OR TERMINATION OF TRUST A. The Trustee, or an individual Trustee, as applicable, may be removed by the Primary Sponsor at any time upon thirty (30) days' notice in writing to the Trustee and the Plan Administrator. Any Trustee serving hereunder may resign at any time without leave of court, upon thirty (30) days' notice in writing to the Plan Sponsor and the Plan Administrator. B. Upon the death, removal or resignation of a Trustee, the Primary Sponsor shall appoint a successor Trustee as soon as possible. If the former Trustee was one of several Trustees, the remaining persons constituting the Trustee may continue to act as Trustee until the Primary Sponsor appoints a successor co-Trustee. C. Any removal of a Trustee or appointment of a successor Trustee shall be without leave of court by notice in writing signed by the Primary Sponsor and delivered to the Trustee being removed or appointed, with a copy to the Plan Administrator. Any successor Trustee serving at any time hereunder shall serve with the same powers and duties as the Trustee named herein. D. Upon receipt by the Trustee (or by the Primary Sponsor in the event of the death of a last remaining individual Trustee) of the designated successor's acceptance of its appointment as successor Trustee hereunder, the funds and properties then constituting the Fund shall be transferred to the successor Trustee. However, the Trustee is not required to transfer funds and properties to a successor trustee unless the Trustee is discharged from all liability for any taxes which may be due and owing by the Plan and Trust, or unless either (1) the successor trustee, who must be acceptable to the Trustee, indemnifies the Trustee against any such liability or (2) each Plan Sponsor so indemnifies the Trustee in a manner acceptable to the Trustee. E. If the Primary Sponsor fails to appoint a successor trustee before the expiration of the thirty (30) day notice period, or no written acceptance is received from a successor Trustee, then at any time after the end of the thirty (30) day notice period the Trustee may file an appropriate action in a court of competent jurisdiction and assign to the custody of the court the funds and properties then held by the Trustee constituting the Fund. F. Upon the transfer of the Fund to a successor trustee or to a court of competent jurisdiction, as the case may be, the Trustee shall be relieved of all further responsibilities in connection with the Plan, the Trust or the Fund. The Trustee is authorized, however, to reserve therefrom such money or property as it may deem advisable for payment of its fees and expenses in connection with the settlement of its account or otherwise, and any balance of the reserve remaining after the payment of such fees and expenses shall be paid over to the successor trustee or to the court. G. The Primary Sponsor reserves the right to amend this Trust Agreement by written notice to the Trustee. However, no amendment which affects the rights, duties or responsibilities of the Trustee may be made without the Trustee's consent. H. The Trust shall continue for such time as may be necessary to accomplish the purposes for which it was created and shall terminate only upon the complete distribution of the Fund. The Trust may be terminated as of any date by the Primary Sponsor by written notice to the Trustee and the Plan Administrator given in the manner prescribed in the Plan which specifies the date as of which the Trust shall terminate. Upon termination of the Trust, if the Trustee has not received instructions to the contrary from the Primary Sponsor, the Trustee shall liquidate the Fund and, after paying the reasonable expenses of the Trust, including expenses involved in the termination, distribute the balance thereof according to the written directions of the Plan Administrator. The Trustee is not required to make any distribution until it receives a copy of an Internal Revenue Service determination letter to the effect that the termination does not affect either the qualified status of the Plan or the exempt status of the Trust, or, if such letter is not issued, until the Trustee is reasonably satisfied that adequate provision has been made for the payment of all taxes which may be due and owing by the Trust. In no event shall any distribution be made by the Trustee until the Trustee is reasonably satisfied that the distribution will not be contrary to the applicable provisions of the Plan dealing with terminations of the Plan and the Trust.

I. The Trust and the contributions made by each Plan Sponsor to the Trustee are conditioned upon the conditions set forth in the Plan as to qualification and returns of contributions, and the returns of contributions by the Trustee to the Plan Sponsors in certain events is governed by such provisions of the Plan. J. If at any time more than one person or entity is serving as the Trustee, the persons or entities so serving shall act by the action of a majority, with or without a meeting, and any action may be evidenced by a writing executed by a majority of the persons or entities constituting the Trustee. K. Each Plan Sponsor agrees at its sole cost and expense to indemnify and hold harmless the Trust and the Trustee from and against any claim, liability, loss, cost, expense, action or cause of action resulting from or in connection with any claim asserted by any person or persons where the Trustee has acted in good faith pursuant to the Trust or in reliance on a written notice to the extent the notice is authorized in the Plan or Trust and has been given in accordance with the terms and conditions of the Plan. L. The Trust shall be administered, construed and enforced according to the laws of the State of Alabama to the extent not preempted by federal laws, and the Trustee shall be liable to account only in the courts of that state and in any court of appropriate jurisdiction of the United States of America. All transfers of funds or other property to or from the Trustee shall be deemed to take place in the State of Alabama.

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be executed on the day and year first above written. PRIMARY SPONSOR: MORRISON RESTAURANTS INC.
By: /s/ Samuel E. Beall, III President and Chief Executive Officer

Title: ATTEST:

/s/ Pfilip G. Hunt Title: Senior Vice President, General Counsel & Secretary

[CORPORATE SEAL] TRUSTEE: AMSOUTH BANK N.A.
By: /s/ Lynn E. Cushing Senior Vice President

Title: ATTEST:

/s/ Donna P. Price Title: Assistant Vice President and Trust Officer

[SEAL]

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be executed on the day and year first above written. PRIMARY SPONSOR: MORRISON RESTAURANTS INC.
By: /s/ Samuel E. Beall, III President and Chief Executive Officer

Title: ATTEST:

/s/ Pfilip G. Hunt Title: Senior Vice President, General Counsel & Secretary

[CORPORATE SEAL] TRUSTEE: AMSOUTH BANK N.A.
By: /s/ Lynn E. Cushing Senior Vice President

Title: ATTEST:

/s/ Donna P. Price Title: Assistant Vice President and Trust Officer

[SEAL]

LOAN AGREEMENT BETWEEN TIAS, INC., a Texas corporation AND MORRISON RESTAURANTS INC.
INDEX Page ARTICLE 1 1.1 1.2 1.3 1.4 1.5 1.6 The Loans. . . . . . . . . The Loans . . . . . . . . Over-advances . . . . . . Interest. . . . . . . . . Repayment and Prepayment. Note and Loan Account . . Manner of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

LOAN AGREEMENT BETWEEN TIAS, INC., a Texas corporation AND MORRISON RESTAURANTS INC.
INDEX Page ARTICLE 1 1.1 1.2 1.3 1.4 1.5 1.6 ARTICLE 2 2.1 2.2 The Loans. . . . . . . . . The Loans . . . . . . . . Over-advances . . . . . . Interest. . . . . . . . . Repayment and Prepayment. Note and Loan Account . . Manner of Payment . . . . Conditions Precedent . . Conditions Precedent to Conditions Precedent to to the Agreement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . Closing . . . . . . . . . . . . Each Advance Subsequent . . . . . . . . . . . . . . . .

ARTICLE 3 3.1 3.2

Representations and Warranties . . . . . . . . . . . . . Representations and Warranties. . . . . . . . . . . . . Survival of Representations and Warranties. . . . . . . . . . . Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE 4 General Covenants. . . . . . . . . . . 4.1 Preservation of Existence and Similar 4.2 Compliance with Applicable Law. . . . 4.3 Maintenance of Properties . . . . . . 4.4 Insurance . . . . . . . . . . . . . . 4.5 Payment of Taxes and Claims . . . . . 4.6 Visits and Inspections. . . . . . . . 4.7 ERISA . . . . . . . . . . . . . . . . 4.8 Further Assurances. . . . . . . . . . 4.9 Use of Proceeds . . . . . . . . . . . 4.10 Additional Units. . . . . . . . . . . ARTICLE 5 5.1 5.2 5.3 5.4 ARTICLE 6 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 ARTICLE 7 7.1 7.2 ARTICLE 8 8.1 8.2 8.3

Information Covenants. . . . . . . . . . . . . Audited Annual Financial Statements and Information; Certificate of No Default. . . . Monthly Financial Statements and Information. Copies of Other Reports . . . . . . . . . . . Notice of Litigation and Other Matters. . . .

. . . . . . . . . . . . . . . . . . . . . . . . .

Negative Covenants . . . . . . . . . . . . . . . . Indebtedness. . . . . . . . . . . . . . . . . . . Liquidation; Change in Ownership, Name, or Fiscal Year; Disposition or Acquisition of Assets. . . . Liens . . . . . . . . . . . . . . . . . . . . . . Guaranties. . . . . . . . . . . . . . . . . . . . Investments . . . . . . . . . . . . . . . . . . . Sales and Leasebacks. . . . . . . . . . . . . . . Payment of Wages. . . . . . . . . . . . . . . . . Material Events . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . .

Default. . . . . . . . . . . . . . . . . . . . . . . . . Events of Default . . . . . . . . . . . . . . . . . . . Remedies. . . . . . . . . . . . . . . . . . . . . . . . Miscellaneous. Notices . . . Expenses. . . Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8.4 8.5 8.6 8.7 8.8 8.9 8.10 8.11 8.12 8.13 ARTICLE 9 ARTICLE 10 10.1 10.2

Set-Off . . . . . . . . . . . Assignment. . . . . . . . . . Counterparts. . . . . . . . . Governing Law . . . . . . . . Severability. . . . . . . . . Interest and Charges. . . . . Headings. . . . . . . . . . . Pronouns. . . . . . . . . . . Entire Agreement; Amendments. Termination . . . . . . . . .

. . . . . . . . . .

. . . . . . . . . .

. . . . . . . . . .

. . . . . . . . . .

. . . . . . . . . .

. . . . . . . . . .

. . . . . . . . . .

. . . . . . . . . .

. . . . . . . . . .

. . . . . . . . . .

. . . . . . . . . .

. . . . . . . . . .

. . . . . . . . . .

Definitions. . . . . . . . . . . . . . . . . . . . . . . Waiver of Jury Trial, Etc.. . . . . . . . . . . . . . . Consent to Venue. . . . . . . . . . . . . . . . . . . . Waiver of Jury Trial. . . . . . . . . . . . . . . . . .

LOAN AGREEMENT Between TIAS, INC., a Texas corporation and MORRISON RESTAURANTS INC., a Delaware corporation Agree as follows as of the 19th day of November, 1993: ARTICLE 1 The Loans. Section 1.1 The Loans. The Lender agrees, upon the terms and subject to the conditions of this Agreement, to lend to the Borrower, prior to the Maturity Date, amounts which in the aggregate principal amount do not exceed the Applicable Commitment. Section 1.2 Over-advances. If at any time the Loans exceed the Applicable Commitment, or any other applicable limitation set forth in this Agreement, such Loans shall nevertheless constitute Obligations that are secured by the Collateral and are entitled to all benefits thereof. In the event that the Lender, in its sole and absolute discretion, shall make any Loans which give rise to an Over-advance, Loans in an aggregate principal amount equal to such Over-advance shall be payable on demand. Section 1.3 Interest. The Borrower shall pay interest on the outstanding unpaid principal amount of the Loans until the Loans shall be due (whether at maturity, by reason of acceleration or otherwise) as provided in the Note. Section 1.4 Repayment and Prepayment. Subject to mandatory repayment events set forth herein, the principal amount of the Loans shall be repaid as provided in the Note. Loans may be repaid prior to the Maturity Date at any time without penalty. Section 1.5 Note and Loan Account. (a) The Loans shall be evidenced by the Note. The Note shall be issued by the Borrower to the Lender and shall be duly executed and delivered by one of the Authorized Signatories. (b) The Lender shall open and maintain on its books in the name of the Borrower a loan account with respect to the Loans and interest thereon. The Lender shall debit such loan account for accrued interest on the Loans, and shall credit such loan account for each payment on account of principal of or interest on the Loans. Section 1.6 Manner of Payment. (a) Each payment (including any prepayment) by the Borrower on account of the principal of or interest on the Loans and any other amount owed to the Lender under this Agreement or the Note shall be made not later than 12:00 noon (Eastern time) on the date specified for payment under this Agreement to the Lender in lawful money of the United States of America in immediately available funds.

of the United States of America in immediately available funds. (b) If any payment under this Agreement or the Note shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) The Borrower agrees to pay principal, interest, fees, and all other amounts due hereunder or under the Note without set-off or counterclaim or any deduction whatsoever. (d) Prior to the acceleration of the Loans under Section 7.2 hereof, if some but less than all amounts due from the Borrower are received by the Lender, the Lender shall apply such amounts to the Obligations in the following order of priority: (i) to the costs and expenses (including attorneys' fees and expenses), if any, incurred by the Lender in the collection of such amounts under this Agreement or any of the other Loan Documents; (ii) to the payment of interest then due and payable on the Loans; (iii) to the payment of all other amounts not otherwise referred to in this Section 1.6 then due and payable hereunder or under the other Loan Documents; and (iv) to the payment of principal then due and payable on the Obligations in such order as the Lender shall determine. Subsequent to the acceleration of the Obligations under Section 7.2 hereof, all amounts received from any source whatsoever by the Lender with respect to the Borrower shall be applied by the Lender to the Obligations in such manner as the Lender in its sole discretion elects. ARTICLE 2 Conditions Precedent. Section 2.1 Conditions Precedent to Closing. The obligation of the Lender to make the initial Advance of the Loans is subject to the fulfillment of each of the following conditions prior to or contemporaneously with the making of the initial Advance of the Loans: (a) The Lender shall have received each of the following, in form and substance satisfactory to the Lender: (i) copies of a preliminary lien search and report conducted with respect to the Borrower, which search and report shall include a review of all Uniform Commercial Code indices, tax lien records, general execution dockets, and plaintiff/defendant pending case tables as filed and recorded in the records of the applicable public office in each jurisdiction in which the Borrower may own assets or do business; (ii) a completed Loan Certificate on behalf of the Borrower; (iii) the duly executed Note; (iv) the duly executed Security Agreement; (v) the duly executed Company Option Agreement; (vi) the duly executed Shareholder Option Agreement; (vii) acknowledgment copies evidencing the appropriate filing of all Uniform Commercial Code financing statements required to be filed in connection with the perfection of the Lender's security interest in the Collateral; (viii) copies of insurance binders or certificates covering the Collateral, naming the Lender as loss payee and meeting the requirements of Section 4.4 hereof; (ix) audited financial statements for the Borrower for the fiscal year ended December 31, 1992, and unaudited financial statements for the Borrower for the period ended September 30, 1993; (x) the Opinion of Counsel; (xi) the duly executed Trademark Security Agreement; (xii) the duly executed Stock Pledge and Security Agreement, together with undated stock powers relating to the shares pledged thereby and executed in blank by the appropriate pledgor; (xiii) certified copy of the articles of incorporation of the Borrower certified by the secretary of state of the state of the Borrower's incorporation; (xiv) certified copy of the By-Laws of the Borrower, certified by the secretary of the Borrower to be true and correct and demonstrating the amendment of such By-Laws as authorized by the resolution of the directors of the Borrower attached as Schedule 11 hereto; (xv) a duly executed Request for Advance; (xvi) a duly executed Intercreditor Agreement; (xvii) a duly executed Right of First Refusal; and (xviii) the Lender shall have received evidence reasonably satisfactory to it that all Necessary Authorizations have been obtained or made, are in full force and effect, and are not subject to any pending or threatened reversal or cancellation; (b) All of the representations and warranties of the Borrower under this Agreement shall be true and correct in all material respects, and the Lender shall have received a certificate to that effect signed by an Authorized Signatory of the Borrower and dated the Agreement Date; (c) The Lender shall have received reasonable evidence, in summary form, that any requested Advance relates to Approved Project Expenses and all such other documents as the Lender may reasonably request. Section 2.2 Conditions Precedent to Each Advance Subsequent to the Agreement Date. The obligation of the Lender to make each Advance is subject to the fulfillment of each of the following conditions immediately prior to

or contemporaneously with such Advance: (a) Approved Project Expenses shall be determined with respect to the Unit or Units for which the Advance is requested. (b) All of the representations and warranties of the Borrower under this Agreement, which, pursuant to Section 3.2 hereof are made at and as of the time of such Advance, shall be true and correct in all material respects at such time, both before and after giving effect to the Advance, and the Lender shall have received a certificate to that effect from an Authorized Signatory of the Borrower; (c) There shall not exist, as of the date of the making of the Advance and after giving effect thereto, a Default or an Event of Default hereunder, and the Lender shall have received a duly executed Request for Advance so stating; and (d) The Lender shall have received reasonable evidence, in summary form, that the requested Advance relates to Approved Project Expenses and such other documents or opinions in connection with the Advance as the Lender may reasonably request. ARTICLE 3 Representations and Warranties. Section 3.1 Representations and Warranties. The Borrower hereby represents and warrants as follows and agrees that the following representations and warranties shall survive the execution and delivery hereof by the Lender or the making of the Loans under this Agreement: (a) Organization; Power; Qualification. The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the state of Texas, has the power and authority, to own or lease and operate its properties and to carry on its business as now being and hereafter proposed to be conducted, and is duly qualified and is in good standing as a foreign corporation, and authorized to do business, in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization. (b) Authorization; Enforceability. The Borrower has the corporate power and has taken all necessary corporate action to authorize it to execute, deliver, and perform this Agreement and each of the other Loan Documents to which it is a party in accordance with the terms and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Borrower, and is, and each of the other Loan Documents to which Borrower is a party is, a legal, valid, and binding obligation of the Borrower, enforceable in accordance with its terms, except that enforceability may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally, and except that the availability of certain remedies may be limited by the effect of general principles of equity, whether applied by a court of law or equity. (c) Subsidiaries. The Borrower has no Subsidiaries other than Tias Beverage Company, a Texas corporation, forty percent (40%) of the outstanding common stock of which is owned by the Borrower and the balance of which is owned by Lavine. (d) Capital Stock and Related Matters. The authorized capital stock of the Borrower consists of Nine Million Six Hundred Thousand Six Hundred (9,600,600) shares of common stock, $0.01 par value per share, of which Two Million Seven Hundred Twenty-Five Thousand (2,725,000) shares are currently issued and outstanding as of the Agreement Date and are fully paid and non-assessable and Five Million Six Hundred Thousand and Six Hundred (5,600,600) shares of Series A Preferred Stock, $0.01 par value per share, of which Two Million (2,000,000) shares are currently issued and outstanding as of the Agreement Date and are fully paid and non-assessable. All of such issued and outstanding shares are owned or held of record as of the Agreement Date as shown on Schedule 1 attached hereto, and are not subject to any Liens or other rights except as set forth on Schedule 1. As of the Agreement Date, except for the option granted to the Lender pursuant to the Company Option Agreement and the Shareholder Option Agreement, there are no options, warrants, purchase agreements, put agreements, call agreements or any other agreements to which the Borrower is a party which relate to or affect, the purchase or sale of the capital stock of the Borrower, except as otherwise set forth on Schedule 2 hereto. (e) Compliance with Laws, Other Loan Documents, and Contemplated Transactions. The execution, delivery, and performance of this Agreement and each of the other Loan Documents in accordance with their respective terms and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate

any Applicable Law, (ii) conflict with, result in a breach of, or constitute a default under the articles of incorporation or by-laws of the Borrower or under any indenture, agreement, or other instrument to which the Borrower or any Shareholder is a party or by which they or any of their respective properties may be bound, or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Borrower or any Shareholder except Permitted Liens. (f) Necessary Authorizations. The Borrower and each Shareholder have secured all Necessary Authorizations, and all such Necessary Authorizations are in full force and effect and not subject to any pending attack or revocation. (g) Title to Properties. The Borrower has good, marketable, and legal title to, or a valid leasehold interest in, all of its material properties and assets, and none of such properties or assets is subject to any Liens other than Permitted Liens. Schedule 3 attached hereto sets forth each lease or rental agreement to which the Borrower is a party as of the Agreement Date, identifying the title of such documents, the parties thereto, the property to which such document relates, the date of execution and referring to each material amendment or waiver thereto. (h) Taxes. All federal, state, and other tax returns of the Borrower required by law to be filed have been duly filed, and all federal, state, and other taxes, assessments, and other governmental charges or levies upon the Borrower and any of its properties, income, profits, and assets, which are due and payable, have been paid, except any such the payment of which the Borrower is contesting in good faith by appropriate proceedings and for which adequate reserves have been provided on the books of the Borrower to the extent required by GAAP. (i) Financial Statements. As of the Agreement Date, the Borrower has furnished, or caused to be furnished, to the Lender financial statements for the Borrower which present fairly in all material respects in accordance with GAAP, except for notes and disclosures and year-end adjustments, the financial position of the Borrower as at September 30, 1993, and the results of operations for the period then ended. (j) No Adverse Change. Since September 30, 1993, there has occurred no event which would have a Materially Adverse Effect. (k) Liabilities, Litigation, etc. Except for liabilities incurred in the normal course of business, the Borrower has no material (individually or in the aggregate) liabilities, direct or contingent, nor any litigation, to the knowledge of Borrower (pending or threatened) as of the Agreement Date except as disclosed or referred to in the financial statements referred to in Section 3.1(i) above or Schedule 4 hereto. (l) ERISA. The Borrower and each ERISA Affiliate and each of their respective Plans are in material compliance with ERISA and the Code, and neither the Borrower nor any of its ERISA Affiliates has incurred any accumulated funding deficiency with respect to any such Plan within the meaning of ERISA or the Code. Except as may be otherwise disclosed in a signed letter by the Borrower to the Lender dated as of the Agreement Date, the Borrower and each of its ERISA Affiliates have complied in all material respects with all requirements of ERISA Sections 601 through 608 and Code Section 4980B. Neither the Borrower nor any of its ERISA Affiliates has made any promises of retirement or other benefits to employees, except as set forth in the Plans. The Borrower has not incurred any material liability to the Pension Benefit Guaranty Corporation in connection with any such Plan. The assets of each such Plan which is subject to Title IV of ERISA are sufficient to provide the benefits under such Plan, the payment of which the Pension Benefit Guaranty Corporation would guarantee if such Plan were terminated, and such assets are also sufficient to provide all other "benefit liabilities" (as defined in ERISA Section 4001(a)(16), due under the Plan upon termination. No Reportable Event has occurred and is continuing with respect to any such Plan. No such Plan or trust created thereunder, or party in interest (as defined in Section 3(14) of ERISA), or any fiduciary (as defined in Section 3(21) of ERISA), has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which would subject such Plan or any other Plan of the Borrower or any of its ERISA Affiliates, any trust created thereunder, or any such party in interest or fiduciary, or any party dealing with any such Plan or any such trust to the penalty or tax on "prohibited transactions" imposed by Section 502 of ERISA or Section 4975 of the Code. Neither the Borrower nor any of its ERISA Affiliates is a participant in or is obligated to make any payment to a Multiemployer Plan. (m) Compliance with Regulations G, T, U, and X. The Borrower is not engaged principally or as one of its important activities in the business of extending credit for the purpose of purchasing or carrying, and the

Borrower does not own or presently intend to acquire, any "margin security" or "margin stock" as defined in Regulations G, T, U, and X (12 C.F.R. Parts 221 and 224) of the Board of Governors of the Federal Reserve System (herein called "margin stock"). None of the proceeds of the Loans will be used, directly or indirectly, for the purpose of purchasing or carrying any margin stock or for the purpose of reducing or retiring any Indebtedness which was originally incurred to purchase or carry margin stock or for any other purpose which might constitute this transaction a "purpose credit" within the meaning of said Regulations G, T, U, and X. (n) Solvency. The Borrower is Solvent. (o) Name and Location of Chief Executive Office of Borrower. The Borrower has not changed its name within the preceding five (5) years from the Agreement Date, and has not transacted business under any other name or trade name except as set forth on Schedule 5 hereto. As of the Agreement Date, the Borrower's chief executive office and Federal employer identification number are set forth in the Security Agreement. (p) Environmental Matters. Except as would not, individually or in the aggregate, have a Materially Adverse Effect, and except as is described on Schedule 6 attached hereto with respect to each of the Properties: (i) The Properties do not contain, in, on or under, including, without limitation, the soil and groundwater thereunder, any Hazardous Materials in violation of Environmental Laws or in amounts that have given or are reasonably expected to give rise to liability under Environmental Laws. (ii) The Properties and all operations and facilities at the Properties are in compliance in all material respects with all Environmental Laws, and there is no contamination or violation of any Environmental Law which has given or reasonably is expected to interfere with the continued operation of any of the Properties or impair the financial condition of the Borrower. (iii) The Borrower has not received from any governmental authority any complaint, notice of violation, alleged violation, investigation or advisory action or notice of potential liability regarding matters of environmental protection or permit compliance under applicable Environmental Laws with regard to the Properties, nor is the Borrower aware that any governmental authority is contemplating delivering to the Borrower any such notice. To the knowledge of Borrower, there has been no pending or threatened complaint, notice of violation, alleged violation, investigation or notice of potential liability under Environmental Laws with regard to any of the Properties. (iv) Hazardous Materials have not been generated, treated, stored, disposed of, at, on or under any of the Properties by the Borrower in violation of any Environmental Laws or in a manner that has given or could reasonably be expected to give rise to liability under Environmental Laws nor have any Hazardous Materials been transported or disposed of from any of the Properties by the Borrower to any other location in violation of any Environmental Laws or in a manner that has given or could reasonably be expected to give rise to liability under Environmental Laws. (v) There are no governmental administrative actions or judicial proceedings pending under any Environmental Law to which the Borrower is a party with respect to any of the Properties obligating the Borrower, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements obligating the Borrower outstanding under any Environmental Law with respect to any of the Properties. (vi) There has been no release or threat of release by the Borrower of Hazardous Materials into the environment at or from any of the Properties, or arising from or relating to the operations of the Borrower, in violation of Environmental Laws or in amounts that has given or could reasonably be expected to give rise to liability under Environmental Laws. (q) OSHA. All of the Borrower's operations are conducted in substantial compliance with all applicable rules and regulations promulgated by the Occupational Safety and Health Administration of the United States Department of Labor. (r) Representations and Warranties Relating to Equipment. With respect to all Equipment, the Borrower hereby warrants and represents that:

(i) The Equipment is in good operating condition and repair, ordinary wear and tear excepted, and all necessary replacements of and repairs thereto shall be made so that the value and operating efficiency of the Equipment shall be maintained and preserved, ordinary wear and tear excepted, and except for items in repair and which are obsolete; and (ii) The Borrower will not permit any of the Equipment to become affixed to any real property leased to the Borrower so that an interest arises therein under the real estate laws of the applicable jurisdiction unless the landlord of such real property has executed a landlord waiver or leasehold mortgage in favor of the Lender, and the Borrower will not permit any of the Equipment to become an accession to any personal property other than Equipment subject to first priority Liens in favor of the Lender or Permitted Liens. (s) Banking Relationships. Except as set forth on Schedule 7 hereto, identifying the institution, account balance, account number and type of account, the Borrower maintains no checking accounts, deposit accounts, cash maintenance accounts or other banking relationships as of the Agreement Date. (t) Borrower's Operations. As of the Agreement Date, the Borrower operates eleven (11) Units, the mailing address, county, state and general manager of each of which are set forth on Schedule 8 hereto. Section 3.2 Survival of Representations and Warranties. All representations or warranties made under this Agreement shall be deemed to be made, and shall be true and correct in all material respects, at and as of the Agreement Date and (except to the extent a representation or warranty is stated to be as of the Agreement Date) the date of each Advance. ARTICLE 4 General Covenants. So long as any of the Obligations is outstanding and unpaid or the Lender has an obligation to make Advances hereunder, and unless the Lender shall otherwise consent in writing: Section 4.1 Preservation of Existence and Similar Matters. The Borrower will (a) preserve and maintain its existence and all Necessary Authorizations and (b) qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its businesses requires such qualification or authorization. Section 4.2 Compliance with Applicable Law. The Borrower will comply with the requirements of all Applicable Law, except where the non- compliance with such would not have a Materially Adverse Effect. Section 4.3 Maintenance of Properties. The Borrower will maintain or cause to be maintained in the ordinary course of business consistent with past practices, in good repair, working order, and condition all properties (including, without limitation, the Equipment) used or useful in its business (whether owned or held under lease), ordinary wear and tear excepted, and from time to time to make or cause to be made all needed and appropriate repairs, renewals, replacements, additions, betterments, and improvements thereto. Section 4.4 Insurance. The Borrower will: (a) Maintain insurance including, but not limited to, public liability insurance from responsible companies in such amounts and against such risks as shall be reasonably acceptable to the Lender; (b) Keep the Collateral insured by insurers on terms and in a manner reasonably acceptable to the Lender against loss or damage by fire, theft, burglary, pilferage, loss in transit, explosions, flood, and hazards insured against by extended coverage, and, with respect to any properties and assets located in a designated flood plain, flood insurance, all in amounts reasonably satisfactory to the Lender and all premiums thereon to be paid by the Borrower; and (c) Require that each such insurance policy referred to in Section 4.4(b) above shall be provided to the Lender, shall name the Lender as additional loss payee to the extent of the Obligations, and shall provide for at least thirty (30) days' prior written notice to the Lender of any default under, termination of, or proposed cancellation of such policy. All such amounts paid in respect of such policy directly to the Lender shall be applied by it to the payment of any of the Obligations at the time due and payable as set forth in

Section 1.6 hereof, or as otherwise required by law. If no Default or Event of Default shall then exist or be outstanding, Borrower shall be entitled to obtain and retain any insurance proceeds which are payable by virtue of damage to or destruction of property, provided such proceeds are used only to repair or replace such damaged or destroyed property. Section 4.5 Payment of Taxes and Claims. The Borrower will pay and discharge all taxes, assessments, and governmental charges or levies imposed upon it or upon its income or profits or upon any properties belonging to it, and all lawful claims for labor, materials, and supplies which, if unpaid, would become a choate, vested or perfected Lien upon any of its properties; except that, no such tax, assessment, charge, levy, or claim need be paid which is being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on the appropriate books to the extent required by GAAP. The Borrower shall timely file all information returns required by federal, state, or local tax authorities. Section 4.6 Visits and Inspections. The Borrower will permit representatives of the Lender to visit and inspect the properties, books and records of the Borrower during normal business hours, make copies of such books and records and discuss with its principal officers its businesses, financial positions, and results of operations. Section 4.7 ERISA. The Borrower shall make, or cause to be made, timely payment of contributions required to meet the minimum funding standards set forth in ERISA with respect to its and its ERISA Affiliates' Plans; promptly after the filing thereof, furnish to the Lender copies of any annual report required to be filed pursuant to ERISA in connection with each such Plan of it and its ERISA Affiliates; notify the Lender as soon as practicable of any Reportable Event and of any additional act or condition arising in connection with any such Plan which the Borrower believes would constitute grounds for the termination thereof by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a trustee to administer such Plan; and furnish to the Lender, promptly upon the Lender's request therefor, such additional information concerning any such Plan as may be reasonably requested by the Lender. Section 4.8 Further Assurances. Upon the reasonable request of the Lender, the Borrower will promptly cure, or cause to be cured, defects in the creation and issuance of the Note and the execution and delivery of the Loan Documents resulting from any act or failure to act by the Borrower or any employee or officer thereof, and the perfection of any Liens in favor of the Lender, and shall execute any additional documents reasonably requested by the Lender in order to maintain the Lender's first priority perfected security interest in all of the Collateral, subject to Permitted Liens, including any property, real or personal hereafter acquired by Borrower. Section 4.9 Use of Proceeds. The Borrower shall use the proceeds of Advances hereunder for the payment of Approved Project Expenses and for no other purpose without the prior written consent of Lender. Section 4.10 Additional Units. With respect to (a) any real property acquired in fee by the Borrower at any time following the Agreement Date, the Borrower will execute such mortgages, deeds to secure debt or similar documents as may be necessary, in the sole discretion of the Lender, to convey to the Lender a first priority perfected security interest in such real property, subject to Permitted Liens, and (b) any real property first leased by the Borrower at any time following the Agreement Date, the Borrower will execute such collateral assignments as may be necessary, in the sole discretion of the Lender, to convey to the Lender a first priority perfected security interest in such lease, subject to Permitted Liens. ARTICLE 5 Information Covenants. So long as any of the Obligations is outstanding and unpaid or so long as the Lender has any obligation to make Advances hereunder, and unless the Lender shall otherwise consent in writing, the Borrower will furnish or cause to be furnished to the Lender: Section 5.1 Audited Annual Financial Statements and Information; Certificate of No Default. Within one hundred twenty (120) days after the end of each fiscal year of the Borrower, the balance sheets of the Borrower as of the end of such fiscal year and the related statements of income, retained earnings, and cash flow of the Borrower for such fiscal year, setting forth in comparative form the figures as of the end of and for the previous fiscal year and certified without qualifications, or with only such qualifications as shall be acceptable to the Lender, by Price Waterhouse or other independent certified public accountants of recognized standing reasonably satisfactory to the Lender, whose opinion shall include a statement certifying that no Default or Event of Default was detected during the examination of the Borrower, and who shall have authorized the Borrower to deliver such financial

statements and opinion thereon to the Lender pursuant to this Agreement. Section 5.2 Monthly Financial Statements and Information. Within thirty (30) days after the last day of each month or similar fiscal period in each fiscal year of the Borrower, the balance sheet of the Borrower as at the end of such month or similar fiscal period and the related statements of income, retained earnings, and cash flow of the Borrower for such month or similar fiscal period and for the elapsed portion of the year ended with the last day of such month or similar fiscal period and certified by the chief financial officer of the Borrower, to, in his opinion, present fairly, in all material respects in accordance with GAAP, such statements of the Borrower as at the end of each period, subject only to normal year-end adjustments and without notes. Section 5.3 Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all reports, if any, submitted to the Borrower by the Borrower's independent public accountants regarding the Borrower, including, without limitation, any management report prepared in connection with the annual audit referred to in Section 5.1 hereof; and (b) From time to time and promptly upon each request, such data, certificates, reports, plans, projections, statements, opinions of counsel, documents, or further information regarding the Collateral or the business, assets, liabilities, financial position, projections, results of operations, or business prospects of the Borrower as the Lender reasonably may request. Section 5.4 Notice of Litigation and Other Matters. Prompt notice of the following events after Borrower has received notice thereof: (a) The commencement of all proceedings and investigations by or before any governmental body and all actions and proceedings in any court or before any arbitrator (i) against, or (ii) (to the extent known to the Borrower) in any other way relating adversely to, the Borrower or any of its assets or businesses; (b) Any material adverse change with respect to the business, assets, liabilities, financial position, results of operations, or business prospects of the Borrower other than changes in the ordinary course of business the effects of which have not had a Materially Adverse Effect; (c) Any Default or Event of Default or the occurrence or non- occurrence of any event which constitutes, or which with the passage of time or giving of notice (or both) would constitute a default by the Borrower under any material agreement other than this Agreement to which the Borrower is a party or by which its properties may be bound, giving in each case a reasonable description thereof and specifying the action proposed to be taken with respect thereto; (d) The occurrence of any Reportable Event or a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan of the Borrower or any of its ERISA Affiliates or the institution or threatened institution by the Pension Benefit Guaranty Corporation of proceedings under ERISA to terminate or to partially terminate any such Plan or the commencement or threatened commencement of any litigation regarding any such Plan or naming it or the Trustee of any such Plan with respect to such Plan; and (e) The occurrence of any event subsequent to the Agreement Date which, if such event had occurred prior to the Agreement Date, would have constituted an exception to the representation and warranty in Sections 3.1(e), (g), (h), (l), (p) or (q) of this Agreement. ARTICLE 6 Negative Covenants. So long as any of the Obligations is outstanding and unpaid or the Lender has any obligation to make Advances hereunder, and unless the Lender shall otherwise consent in writing: Section 6.1 Indebtedness. The Borrower will not create, assume, incur, or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness or liability on account of deposits or advances for borrowed money or for the deferred purchase price of any property or services, except the following (collectively, the "Permitted Indebtedness"):

(a) Indebtedness under this Agreement and the other Loan Documents; (b) Trade or accounts payable and/or similar obligations, and accrued expenses, incurred in the ordinary course of business, other than for borrowed money; (c) Indebtedness expressly subordinated to the Indebtedness owed to the Lender hereunder and under the other Loan Documents upon terms approved in advance by the Lender, in writing; (d) Indebtedness existing on the Agreement Date and all renewals and extensions thereof which do not increase the principal amount outstanding on the date hereof; (e) Indebtedness consisting of accrued dividends with respect to the Series A Preferred Stock; (f) From and after the date on which the Approved Project Expenses paid or committed shall be not less than $8,000,000, and provided no Event of Default then exists or would be caused thereby, the Borrower may incur additional Indebtedness, subject to the Right of First Refusal, so long as such additional Indebtedness is incurred solely for the purpose of Project Expenses; and (g) With respect to any Permitted Indebtedness of the kind described in Section 6.1(f) hereof, which Permitted Indebtedness is secured by Permitted Liens, the Lender agrees to execute any releases or similar documents reasonably requested to confirm such third party lender's claim to such Permitted Liens. Section 6.2 Liquidation; Change in Ownership, Name, or Fiscal Year; Disposition or Acquisition of Assets. The Borrower shall not, at any time: (a) Liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or sell, lease, abandon, transfer, or otherwise dispose of all or any substantial part of its assets, property or business; (b) Become a partner or joint venturer with any third party other than Tias Beverage Company; (c) Acquire (i) all or any substantial part of the assets, property or business of, or (ii) any assets that constitute a division or operating unit of the business of, any other Person, except for Approved Project Expenses or the assets or stock of Tias Beverage Company; (d) Merge or consolidate with any other Person; (e) Change its corporate name; (f) Create any Subsidiary; (g) Change its fiscal year-end from December 31, except for a year ending on the Sunday nearest December 31; (h) Sell, issue or issue any warrants or options to obtain any shares of capital stock of the Borrower, except (i) to the Lender pursuant to the Company Option Agreement, (ii) as permitted by Exhibit A to the Company Option Agreement, (iii) pursuant to a public offering of any capital securities of the Borrower which public offering shall result in net proceeds (after deducting from the gross proceeds thereof all commissions, fees, discounts and expenses of such offering) to the Borrower of not less than Twelve Million Dollars ($12,000,000), (iv) stock options to employees of the Borrower pursuant to the Incentive Stock Option Plan, and (v) the issuance of common stock upon the conversion of Series A Preferred Stock or the exercise of outstanding options or warrants or options which may be granted pursuant to the Incentive Stock Option Plan; (i) Cease to operate the Units according to the Tia's Format except for the closing of Units in the ordinary course of business; or (j) Sell, lease or otherwise dispose of or transfer any of the Equipment or any part thereof without the prior written consent of the Lender; provided, however, that the foregoing restriction shall not apply, for so long as no Default or Event of Default exists, to (i) dispositions of Equipment which, in the aggregate during any consecutive twelve-month period, has a fair market value or book value, whichever is more, of $100,000 or less, or (ii) replacements of Equipment that is

substantially worn, damaged or obsolete with Equipment of like kind, function and value, provided that the replacement Equipment shall be acquired prior to or concurrently with any disposition of the Equipment that is to be replaced, and the replacement Equipment shall be free and clear of Liens other than Permitted Liens. Section 6.3 Liens. The Borrower will not create, assume, incur, or permit to exist or to be created, assumed, or permitted to exist, directly or indirectly, any Lien on any of its property, real or personal, now owned or hereafter acquired, except for Permitted Liens. Section 6.4 Guaranties. The Borrower will not at any time enter into or Guaranty, or assume, be obligated with respect to, or permit to be outstanding, any Guaranty, other than (a) obligations under agreements to indemnify persons or entities which have issued bid or performance bonds or letters of credit in the ordinary course of business of the Borrower securing performance by the Borrower of activities permissible hereunder, (b) obligations under agreements of the Borrower entered into in connection with the acquisition of services, supplies, and equipment by the Borrower in the ordinary course of business of the Borrower, (c) any Guaranty in favor of the Lender, and (d) the reimbursement of ordinary business expenses incurred by employees. Section 6.5 Investments. The Borrower will not make any loan, advance, or otherwise acquire for consideration evidences of Indebtedness, capital stock, partnership interests or other securities of or equity interests in any third party, except that the Borrower may purchase or otherwise acquire and own, (a) marketable, direct obligations of the United States of America and its agencies maturing within three hundred sixty- five (365) days of the date of purchase, (b) commercial paper issued by corporations, each of which shall (i) have a consolidated net worth of at least $250,000,000, and (ii) conduct substantially all of its business in the United States of America, which commercial paper will mature within one hundred eighty (180) days from the date of the original issue thereof and is rated "P-1" or better by Moody's Investors Service, Inc., or "A-1+" or better by Standard & Poor's Corporation, (c) certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase and issued by a United States national or state bank having deposits totaling more than $250,000,000, and whose short-term debt is rated "P-1" or better by Moody's Investors Service, Inc. or "A-1+" or better by Standard & Poor's Corporation and (d) up to $100,000 per institution and up to $1,000,000 in the aggregate in (i) short-term obligations issued by any local commercial bank or trust company located in those areas where the Borrower conducts its business, whose deposits are insured by the Federal Deposit Insurance Corporation, or (ii) commercial bank-insured money market funds, or any combination of investments described in clauses (i) and (ii). Notwithstanding the foregoing, however, the Borrower may repurchase the stock of employees subject to the Incentive Stock Option Plan and advance funds to employees for ordinary travel and business expenses. Section 6.6 Sales and Leasebacks. The Borrower will not enter into, any arrangement, directly or indirectly, with any third party whereby the Borrower shall sell or transfer any property, real or personal, whether now owned or hereafter acquired, and whereby the Borrower shall then or thereafter rent or lease as lessee such property or any part thereof or other property which the Borrower intends to use for substantially the same purpose or purposes as the property sold or transferred. Section 6.7 Payment of Wages. The Borrower shall at all times comply, in all material respects, with the requirements of the Fair Labor Standards Act, as amended, including, without limitation, the provision of such Act relating to the payment of minimum and overtime wages as the same may become due from time to time. Section 6.8 Material Events. Except with the prior written consent of the Lender, the Borrower will not: (a) cause the annual salary of Larry Lavine to exceed the sum of One Hundred Sixty-Seven Thousand Five Hundred and No/100 Dollars ($167,500.00); (b) acquire or develop any additional restaurant units or select any sites for Additional Units; (c) acquire or dispose of any assets in a single transaction, or in a series of related transactions, having a value, in the aggregate, of more than $100,000; (d) issue any shares of capital stock or any warrants, options or other rights to acquire the same, other than pursuant to a public offering of the kind described in Section 2(a)(ii) of the Shareholder Option Agreement or as permitted by Section 6.2(h); (e) declare or pay any dividend with respect to any class of capital stock of the Borrower (other than with

respect to the Series A Preferred Stock), or repurchase or redeem any capital stock or other securities of the Borrower, other than redemptions of stock issued upon exercise of employee stock options granted pursuant to the Incentive Stock Option Plan of the Borrower; (f) incur any Indebtedness (other than any accrued dividends with respect to the Series A Preferred Stock) in excess of $100,000, except as otherwise permitted by Section 6.1; (g) enter into any transaction with any Affiliate or Shareholder of the Borrower, or any Affiliate of such Shareholder, other than the Loan Documents and the agreements recited or permitted therein and existing agreements with Affiliates; (h) create any Subsidiary; or (i) amend the Articles of Incorporation or Bylaws of the Borrower. ARTICLE 7 Default. Section 7.1 Events of Default. Each of the following shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule, or regulation of any governmental or non-governmental body: (a) Any representation or warranty made under this Agreement or any other Loan Document shall prove incorrect or misleading in any material respect when made; (b) The Borrower shall default in (i) the payment of any interest under the Note which default shall remain uncured after 10 days' notice or (ii) any payment of principal under the Note when due; (c) The Borrower shall default in the performance or observance of any agreement or covenant contained in Article 6 hereof; (d) The Borrower shall default in the performance or observance of any other agreement or covenant contained in this Agreement not specifically referred to elsewhere in this Section 7.1, and such Default shall not be cured to the Lender's reasonable satisfaction within a period of thirty (30) days after notice thereof by the Lender to the Borrower; (e) There shall occur any default in the performance or observance of any agreement or covenant or breach of any representation or warranty contained in any of the Loan Documents (other than this Agreement), which shall not be cured within any applicable grace period set forth therein, or the Borrower shall in any way challenge, or any proceedings shall in any way be brought to challenge (and, in the case of a proceeding brought by someone other than the Borrower, shall continue unstayed for a period of thirty (30) days), the prior and perfected status of the Lender's security interest with respect to the Collateral subject to Permitted Liens or the validity or enforceability of such security interest; (f) There shall be entered a decree or order by a court having jurisdiction in the premises constituting an order for relief in respect of the Borrower under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy law or other similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator, or similar official of the Borrower or of any substantial part of its properties, or ordering the winding-up or liquidation of the affairs of the Borrower and any such decree or order shall continue in effect for a period of forty-five (45) consecutive days; (g) The Borrower shall file a petition, answer, or consent seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy law or other similar law, or the Borrower shall consent to the institution of proceedings thereunder or to the filing of any such petition or to the appointment or taking of possession of a receiver, liquidator, assignee, trustee, custodian, sequestrator, or other similar official of the Borrower or of any substantial part of its properties, or the Borrower shall fail generally to pay its debts as such debts become due, or the Borrower shall take any corporate action in furtherance of any such action; (h) A final judgment shall be entered by any court against the Borrower for the payment of money which exceeds

$100,000, or a warrant of attachment or execution or similar process shall be issued or levied against property of the Borrower which, together with all other such property of the Borrower subject to other such process, exceeds in value $100,000 in the aggregate, and if, within thirty (30) days after the entry, issue, or levy thereof, such judgment, warrant, or process shall not have been paid or discharged or stayed pending appeal, or if, after the expiration of any such stay, such judgment, warrant, or process shall not have been paid or discharged; (i) Lavine shall terminate his employment with the Borrower or Lavine shall die or become permanently disabled (provided, however, that Borrower's termination of Lavine's employment shall not be deemed to be a default hereunder); (j) Any event shall occur which has a Materially Adverse Effect; (k) There shall be at any time any "accumulated funding deficiency," as defined in ERISA or in Section 412 of the Code, with respect to any Plan maintained by the Borrower or any of its ERISA Affiliates, or to which the Borrower or any of its ERISA Affiliates has any liabilities, or any trust created thereunder; or a trustee shall be appointed by a United States District Court to administer any such Plan; or the Pension Benefit Guaranty Corporation shall institute proceedings to terminate any such Plan; or the Borrower or any of its ERISA Affiliates shall incur any liability to the Pension Benefit Guaranty Corporation in connection with the termination of any such Plan; or any Plan or trust created under any Plan of the Borrower or any of its ERISA Affiliates shall engage in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which would subject any such Plan, any trust created thereunder, any trustee or administrator thereof, or any party dealing with any such Plan or trust to the tax or penalty on "prohibited transactions" imposed by Section 502 of ERISA or Section 4975 of the Code; or the Borrower or any of its ERISA Affiliates shall enter into or become obligated to contribute to a Multiemployer Plan; (l) Any Loan Document or provision thereof shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced by the Borrower or any of its Subsidiaries, or by any governmental authority having jurisdiction over the Borrower, or any of its Subsidiaries, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or the Borrower or any of its Subsidiaries, shall deny that it has any liability or any obligation for the payment of principal or interest purported to be created under any Loan Document; or (m) Tias Beverage Company shall take any action which would impair the ability of the Borrower to conduct its business. Section 7.2 Remedies. If an Event of Default shall have occurred and shall be continuing, the Lender shall have the right and option, in its sole discretion, to do any one or more of the following: (a) Terminate the Commitment, declare the principal of and interest on the Loans and the Note, all other amounts owed under this Agreement or the Note, and all other Obligations to be forthwith due and payable whereupon all such amounts shall immediately become absolute and due and payable, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, anything in this Agreement or in the Note to the contrary notwithstanding; (b) Exercise all of the rights granted to it under the Loan Documents upon the occurrence of any Default or Event of Default; and (c) Exercise all rights and remedies available to it at law or in equity. ARTICLE 8 Miscellaneous. Section 8.1 Notices. (a) All notices and other communications required or permitted under this Agreement shall be in writing and, if mailed by prepaid first-class mail or certified mail, return receipt requested, at any time other than during a general discontinuance of postal service due to strike, lockout or otherwise, shall be deemed to have been received on the earlier of the date shown on the receipt or three (3) Business Days after the postmarked date thereof and, if telecopied, shall be followed forthwith by letter and shall be deemed to have been received on the next Business Day following dispatch and acknowledgment of receipt by the recipient's telecopy machine. In

addition, notices hereunder may be delivered by hand or overnight courier, in which event the notice shall be deemed effective when delivered and received. All notices and other communications under this Agreement shall be given to the parties hereto at the following addresses: (i) If to the Borrower, to it at: Tias, Inc. 4600 Greenville Avenue Suite 160 Dallas, Texas 75206 Attn: Mr. Frank Sbordone Telecopy No.: (214) 739-5222 with a copy to: Gardere & Wynne, L.L.P. 1601 Elm Street Suite 3000 Dallas, Texas 75201 Attn: Richard A. Tulli, Esq. Telecopy No.: (214) 999-4667 (ii) If to the Lender, to it at: Morrison Restaurants Inc. 4721 Morrison Drive P.O. Box 160266 Mobile, Alabama 36625-0001 Attn: Pfilip G. Hunt, Esq.

Senior Vice President, General Counsel and Secretary Telecopy No.: (205) 344-9513 with a copy to: Powell, Goldstein, Frazer & Murphy 191 Peachtree Street, N.E. 16th Floor Atlanta, Georgia 30303 Attn: Thomas R. McNeill, Esq. Telecopy No.: (404) 572-6999 Persons receiving copies of notices hereunder need only receive copies of notices sent pursuant to Article 7 hereof. (b) Any party hereto may change the address to which notices shall be directed under this Section 8.1 by giving ten (10) days' written notice of such change to the other parties. Section 8.2 Expenses. The Borrower will promptly pay: (a) Upon closing of this Agreement, fifty percent of all out- of-pocket expenses of the Lender and the Borrower in connection with the preparation, negotiation, execution, and delivery of this Agreement, the Note, and the other Loan Documents, including all post-closing matters, and the transactions contemplated hereunder and thereunder and the making of the Loan hereunder including, but not limited to, recording fees, and intangible, documentary stamp and other taxes and the reasonable attorneys' fees and disbursements of counsel for the Lender and the Borrower; (b) All out-of-pocket expenses of the Lender in connection with the administration of the Loan and the Loan Documents in accordance with the provisions thereof, the restructuring, refinancing and "work- out" of the

transaction herein contemplated, and the preparation, negotiation, execution, and delivery of any waiver, amendment, or consent by the Lender relating to this Agreement or the other Loan Documents, including, but not limited to, the reasonable attorneys' fees and disbursements of counsel for the Lender, wire transfer fees and post-closing filing fees; and (c) All costs and out-of-pocket expenses of obtaining performance under this Agreement or the other Loan Documents and all costs and out-of-pocket expenses of collection if default is made in the payment of the Note, which in each case shall include reasonable fees and expenses of counsel for the Lender. Section 8.3 Waivers. The rights and remedies of the Lender under this Agreement and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies which it would otherwise have. No failure or delay by the Lender in exercising any right shall operate as a waiver of it. Any waiver or indulgence granted by the Lender shall not constitute a modification of this Agreement, except to the extent expressly provided in such waiver or indulgence, or constitute a course of dealing by the Lender at variance with the terms of this Agreement such as to require further notice by the Lender of the Lender's intent to require strict adherence to the terms of this Agreement in the future. Section 8.4 Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, upon the occurrence of an Event of Default, the Lender and any subsequent holder of the Note are hereby authorized by the Borrower at any time or from time to time, without notice to the Borrower, or to any other Person, any such notice being hereby expressly waived, to set-off, to appropriate and to apply any other Indebtedness at any time held or owing by the Lender or such holder to or for the credit or the account of the Borrower, as the case may be, against and on account of the obligations and liabilities of the Borrower, as the case may be, to the Lender or such holder under this Agreement, the Note, and any other Loan Document, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Note, or any other Loan Document, irrespective of whether or not (a) the Lender or the holder of the Note shall have made any demand hereunder or (b) the Lender shall have declared the principal of and interest on the Loan and the Note and other amounts due hereunder to be due and payable as permitted by Section 7.2 hereof and although said obligations and liabilities, or any of them, shall be contingent or unmatured. Section 8.5 Assignment. (a) Neither the Borrower nor the Lender may assign or transfer any of their respective rights or obligations hereunder or under the Note without prior written consent. (b) Except as specifically set forth in Section 8.5(b) hereof, nothing in this Agreement or the Note, expressed or implied, is intended to or shall confer on any person other than the respective parties hereto and thereto and their successors and assignees permitted hereunder and thereunder any benefit or any legal or equitable right, remedy, or other claim under this Agreement or the Note. Section 8.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. Section 8.7 Governing Law. The laws of the State of Alabama (other than its conflict-of-laws principles) shall govern the validity or enforceability and the interpretation or construction of all of the provisions of this Agreement and the Note and all issues hereunder and thereunder, including (without limitation) the determination of the maximum lawful rate of interest that may be contracted for, charged or received with respect to the Loans. Section 8.8 Severability. Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. Section 8.9 Interest and Charges. The Borrower and the Lender hereby agree that (a) the only charge imposed by the Lender upon the Borrower for the use of money in connection with the Loans is and shall be the interest expressed herein, as provided in the Note and (b) all other charges imposed by the Lender upon the Borrower in connection with the Loans, including, without limitation, default and late charges, are and shall be deemed to be charges made to compensate the Lender for administrative services and costs, and other services and costs performed and incurred, and to be performed and incurred, by the Lender in connection with the Loans, and shall

under no circumstances be deemed to be charges for the use of money. All charges referred to in herein shall be fully earned when due and non- refundable when paid. Section 8.10 Headings. Headings used in this Agreement are for convenience only and shall not be used in connection with the interpretation of any provision hereof. Section 8.11 Pronouns. The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto. Section 8.12 Entire Agreement; Amendments. This Agreement and the other Loan Documents represent the entire agreement between the Borrower and the Lender with respect to the subject matter of this transaction. No amendment or modification of the terms and provisions of this Agreement shall be effective unless in writing and signed by the Lender and the Borrower. Section 8.13 Termination. This Agreement shall terminate upon the satisfaction of all the Obligations of the Borrower (excluding any Obligation arising under the Shareholder Option Agreement, the Company Option Agreement, the Right of First Refusal Agreement, the Voting Agreement, and the Amended and Restated Agreement to Defer Dividends). ARTICLE 9 Definitions. For the purposes of this Agreement: "Additional Units" shall mean, collectively, those Units at any time in operation, other than those Units in operation on the Agreement Date; and "Additional Unit" shall refer to any one of the foregoing Additional Units. "Advance" shall mean amounts of the Loans advanced by the Lender to the Borrower pursuant to the terms hereof on the occasion of any borrowing. "Affiliate" shall mean any Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, the Borrower. "Agreement" shall mean this Agreement. "Agreement Date" shall mean the date as of which this Agreement is dated. "Applicable Commitment" shall mean (a) from and after the Agreement Date but before the Conversion Date the sum of Five Million and No/00 Dollars ($5,000,000.00) (the "Base Commitment") and (b) from and after the Conversion Date, (i) if the financial performance of the Borrower shall have met or exceeded the First Annual Goal as demonstrated by the applicable unaudited financial statements and profit and loss statements for the fiscal year of the Borrower then ended, certified by the chief financial officer of the Borrower, (A) the sum of Eight Million and No/00 Dollars ($8,000,000.00) less (B) from and after the Option Exercise Date (as defined in the Company Option Agreement) the Option Exercise Price, (as defined in the Company Option Agreement), as may be paid or credited to the Borrower upon such exercise, and (ii) if the financial performance of the Borrower shall not have met or exceeded the First Annual Goal as demonstrated by such financial statements, the Base Commitment. "Applicable Law" shall mean in respect of any Person, all provisions of constitutions, statutes, rules, regulations and orders of governmental bodies or regulatory agencies applicable to such Person, and all orders and decrees of all courts and arbitrators in proceedings or actions to which the Person in question is a party or by which it or its properties are bound. "Approved Project Expenses" shall mean those Project Expenses which (a) have been approved by each member of the board of directors of the Borrower in a meeting duly held or by consent in lieu of a meeting and the copies of which resolutions or written consent actions have been provided to the Lender and (b) are acceptable to the Lender in the exercise of its reasonable discretion. "Authorized Signatory" shall mean such executive officers of the Borrower as may be duly authorized and designated in writing by the Borrower to execute documents, agreements, and instruments on behalf of the

Borrower. "Borrower" shall mean Tias, Inc., a Texas corporation. "Business Day" shall mean a day on which the chief executive office of the Lender is open for the transaction of business required for this Agreement in Mobile, Alabama. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. "Collateral" shall mean and include all real and personal property of the Borrower, whether now owned or hereafter acquired by the Borrower or in which the Borrower has or hereafter acquires any interest with respect to which the Lender has, or is entitled to have, a security interest, assignment, lien, trust title, or security title pursuant to the terms of this Agreement, the Security Agreement, or any other Security Document. "Commitment" shall mean the obligation of the Lender to make Loans to the Borrower in the aggregate sum not exceeding the Applicable Commitment from time to time in effect. "Company Option Agreement" shall mean that certain Company Option Agreement of even date herewith between the Lender and the Borrower substantially in form of Exhibit F hereto. "Conversion Date" shall mean the date which is fourteen (14) days following the Lender's receipt of unaudited financial statements, certified by the chief financial officer of the Borrower with respect to the fiscal year of the Borrower ending on the First Anniversary, unless such date is not a Business Day, in which case the "Conversion Date" shall be the first Business Day immediately following such date. "Crosspoint" shall mean Crosspoint Venture Partners III, a California limited partnership. "Default" shall mean any of the events specified in Section 7.1 hereof, regardless of whether there shall have occurred any passage of time or giving of notice, or both, that would be necessary in order to constitute such event an Event of Default. "Environmental Laws" shall mean any and all federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees or requirements of any governmental authority regulating, relating to or imposing liability or standards of conduct concerning environmental protection matters, including without limitation, Hazardous Materials, as now or may at any time hereafter be in effect. "Equipment" shall mean all personal property, machinery, apparatus, equipment, fittings, furniture, trade fixtures, motor vehicles and other tangible personal property (other than Inventory) of every kind and description owned by the Borrower or in which the Borrower has an interest, whether now owned or hereafter acquire by the Borrower and wherever located, and all parts, accessories and special tools and all increases and accessions thereto and substitutions and replacements therefor. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as in effect on the Agreement Date and as such Act may be amended thereafter from time to time. "ERISA Affiliate" shall mean any Person whose employees together with the employees of the Borrower are treated as employed by a single employer for purposes of Section 414 of the Code. "Event of Default" shall mean any of the events specified in Section 7.01 hereof, provided that any requirement for notice or lapse of time has been satisfied. "First Anniversary" shall mean January 1, 1995. "First Annual Goal" shall mean, with respect to the Borrower, as of the fiscal year ended nearest to the First Anniversary: (a) the profit and loss statement of the Borrower shall demonstrate financial performance in respect of revenues and pre-tax income not less than the projected results set forth in the pro forma financial statement attached hereto as Schedule 9; provided, however, that in measuring such financial performance, the Borrower and the Lender shall disregard the effect of any amount paid by the Borrower to Dean Witter Reynolds, Inc. not exceeding $350,000.00, and (b) the Borrower shall have placed in operation not less than three (3) Additional

Units with respect to which either (i) the annualized gross revenues of each of the first three (3) Additional Units then in operation shall equal or exceed Two Million and No/00 Dollars ($2,000,000.00) or (ii) the annualized gross revenues of the first three (3) Additional Units then in operation, on the average, shall equal or exceed Two Million Two Hundred Fifty Thousand and No/00 Dollars ($2,250,000.00). "GAAP" shall mean, as in effect from time to time, generally accepted accounting principles consistently applied. "Guaranty" or "Guarantee", as applied to an obligation of another Person (each a "primary obligation"), shall mean and include (a) any guaranty, direct or indirect, in any manner, of any part or all of such primary obligation, and (b) any agreement, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of any part or all of such primary obligation, including, without limiting the foregoing, any reimbursement obligations as to amounts drawn down by beneficiaries of outstanding letters of credit, and any obligation of such Person (the "primary obligor"), whether or not contingent, (i) to purchase any such primary obligation or any property or asset constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of such primary obligation or (2) to maintain working capital, equity capital or the net worth, cash flow, solvency or other balance sheet or income statement condition of any other Person, (iii) to purchase property, assets, securities or services primarily for the purpose of assuring the owner or holder of any primary obligation of the ability of the primary obligor with respect to such primary obligation to make payment thereof or (iv) otherwise to assure or hold harmless the owner or holder of such primary obligation against loss in respect thereof. "Hazardous Materials" shall mean any hazardous materials, hazardous wastes, hazardous constituents, hazardous or toxic substances, petroleum products (including crude oil or any fraction thereof) defined or regulated as such in or under any Environmental Law. "Incentive Stock Option Plan" shall mean that certain Tias, Inc. 1990 Stock Option Plan adopted by the Board of Directors and Shareholders of the Borrower on March 23, 1990 and as duly modified and amended from time to time. "Indebtedness" shall mean, with respect to any Person, (a) all items, except items of partners' equity or capital stock or surplus or general contingency or deferred tax reserves, which in accordance with GAAP would be included in determining total liabilities as shown on the liability side of a balance sheet of such Person, (b) all direct or indirect obligations secured by any Lien to which any property or asset owned by such Person is subject, whether or not the obligation secured thereby shall have been assumed, (c) to the extent not otherwise included, all obligations of other Persons which such Person has guaranteed, including but not limited to, all obligations of such Person consisting of recourse liability with respect to accounts receivable sold or otherwise disposed of by such Person, and (d) to the extent not otherwise included, all capitalized lease obligations of such Person and all obligations of such Person with respect to leases constituting part of a sale and leaseback arrangement. "Intercreditor Agreement" shall mean that certain Intercreditor Agreement of even date herewith among the Lender, Crosspoint and Lavine, substantially in the form of Exhibit A hereto. "Lavine" shall mean Mr. Larry Lavine, an individual resident of Dallas County, Texas. "Lavine Employment Agreement" shall mean that certain Employment Agreement of even date herewith between the Borrower and Lavine substantially in the form of Exhibit I hereto. "Lease Obligation" shall mean any obligation of the Borrower as lessee under a lease for property, whether real or personal, services of any kind or any other lease of any kind. "Lender" shall mean Morrison Restaurants Inc., a Delaware corporation. "Lien" shall mean, with respect to any property, any security deed, mortgage, deed to secure debt, deed of trust, lien, pledge, assignment, charge, security interest, title retention agreement, levy, execution, seizure, attachment, garnishment, or other encumbrance of any kind in respect of such property, whether or not choate, vested, or perfected. "Loans" shall mean and include any and all loans and advances made by the Lender to or for the benefit of the

Borrower hereunder or under any of the Loan Documents. "Loan Certificate" shall mean a corporate loan certificate of the Borrower substantially in the form of Exhibit B attached hereto, including applicable exhibits, schedules, and attachments thereto. "Loan Documents" shall mean this Agreement, the Note, the Security Agreement, the Company Option Agreement, the Shareholder Option Agreement, the Intercreditor Agreement and all other documents, agreements, certificates, reports, and instruments now or hereafter executed in connection herewith or contemplated hereby. "Materially Adverse Effect" shall mean any materially adverse effect upon the business, assets, liabilities, financial condition or results of operations of the Borrower or upon the ability of the Borrower to perform any material obligations under this Agreement or any other Loan Document; in any case, whether resulting from any single act, omission, situation, status, event, or undertaking, or taken together with other such acts, omissions, situations, statuses, events, or undertakings. "Maturity Date" shall mean May 31, 1999 or such earlier date as payment of the Loan shall be due (whether by acceleration or otherwise). "Multiemployer Plan" shall have the meaning set forth in Section 4001(a)(3) of ERISA. "Necessary Authorizations" shall mean all material authorizations, consents, approvals, permits, licenses and exemptions of, filings and registrations with, and reports to, all governmental and other regulatory authorities, whether federal, state, or local, and all agencies thereof (including, without limitation, any specific authorizations, licenses, franchises, etc.) that may be required for the due operation of the business of the Borrower and for the performance of the obligations of the Borrower and the Shareholders of the Borrower contemplated hereby. "Note" shall mean that certain promissory note of even date herewith in the original principal amount of $8,000,000 issued to the Lender by the Borrower, substantially in the form of Exhibit C attached hereto, and any other notes executed and delivered by the Borrower to the Lender hereunder, and any amendments, renewals or extensions of the foregoing. "Obligations" shall mean all payment and performance duties, liabilities, and obligations of the Borrower to the Lender, whether now existing or hereafter created, incurred, or arising, and whether direct or indirect, absolute or contingent, primary or secondary, due or to become due, including without limitation, all liabilities now or at any time or times hereafter owing to the Lender. "Opinion of Counsel" shall mean the legal opinion of Gardere & Wynne, L.L.P., counsel to the Borrower, in the form and substance approved by the Lender and its counsel. "Over-advance" shall mean the extent to which Loans exceed the Applicable Commitment. "Permitted Indebtedness" is used herein as defined in Section 6.1 hereof. "Permitted Liens" shall mean, as applied to any Person, (a) Liens securing taxes, assessments, and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA) or the claims of materialmen, mechanics, carriers, warehousemen, lessors or landlords for labor, materials, supplies, or rentals incurred in the ordinary course of business, but (i) in all cases only if payment shall not at the time be required to be made or are being contested in good faith in appropriate proceedings and (ii) in the case of warehousemen, lessors or landlords (other than landlords or lessors existing on the Agreement Date), only if such Liens are junior to the security interest and Liens granted and conveyed by the Borrower to secure the Obligations; (b) Liens consisting of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under worker's compensation, unemployment insurance, or similar legislation; (c) Liens constituting encumbrances in the nature of zoning restrictions, easements, and rights or restrictions of record on use of real property which do not materially detract from the value of such property or impair the use thereof in the business of the Borrower; (d) Liens as of the Agreement Date described on Schedule 1 and Schedule 10 attached hereto; and (e) Liens in favor of the Lender; (f) purchase money security interests which arise by operation of law for a period of ten (10) days after the inception thereof and limited to

Liens on assets so purchased; and (g) Liens securing Permitted Indebtedness of the kind described in Section 6.1 (f) hereof, providing such Liens extend only to assets of the Borrower pertaining to Additional Units not in operation as of the Agreement Date. "Person" shall mean an individual, corporation, partnership, trust, or unincorporated organization, or a government or any agency or political subdivision thereof. "Plan" shall mean an employee benefit plan within the meaning of Section 3(3) of ERISA or any other employee benefit plan maintained for employees of any Person or any Affiliate of such Person. "Project Expenses" shall mean those charges and expenses proposed to be incurred, and set forth in a detailed budget, by the Borrower in connection with the construction, planning and commencement of operations of any Additional Unit. "Properties" shall mean, all parcels of real property owned or operated by the Borrower; and "Property" shall mean any of the foregoing parcels. "Reportable Event" shall have the meaning set forth in Title IV of ERISA. "Request for Advance" shall mean any certificate signed by an Authorized Signatory requesting an Advance hereunder which will increase the aggregate amount of the Loans outstanding, which certificate shall be denominated a "Request for Advance," and shall be in substantially the form of Exhibit D attached hereto. Each Request for Advance shall, among other things, (a) specify the date of the Advance, which shall be a Business Day, the amount of the Advance, (b) state that there shall not exist, on the date of the requested Advance and after giving effect thereto, a Default or an Event of Default and (c) state that the requested Advance shall be used for the payment of Approved Project Expenses. "Right of First Refusal" shall mean that certain Right of First Refusal Agreement of even date herewith between the Borrower and the Lender. "Security Agreement" shall mean that certain Security Agreement of even date herewith between the Borrower and the Lender in the form of Exhibit E hereto. "Security Documents" shall mean any agreement or instrument whether now or hereafter in existence, and any filings, instruments, agreements, and other documents related thereto or to this Agreement, and providing the Lender with Collateral for the Obligations, including, without limitation, the Security Agreement and the Trademark Security Agreement. "Shareholders" shall mean Lavine, Crosspoint and Jack Lavine, and "shareholder" shall mean any one of the foregoing Shareholders, individually. "Solvent" shall mean, as to any Person, that such Person has capital reasonably sufficient to carry on its business and transactions in which it is about to engage and is able to pay its debts as they mature and owns property having a value, both at fair valuation and at present fair salable value, greater than or equal to the amount required to pay its debts. "Subsidiary" shall mean, as applied to any Person, (a) any corporation of which fifty percent (50%) or more of the outstanding stock (other than directors' qualifying shares) having ordinary voting power to elect a majority of its board of directors (or other governing body), regardless of the existence at the time of a right of the holders of any class or classes (however designated) of securities of such corporation to exercise such voting power by reason of the happening of any contingency, or any partnership of which fifty percent (50%) or more of the outstanding partnership interests is, at the time, owned directly or indirectly by such Person, or by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person, and (b) any other entity which is directly or indirectly controlled or capable of being controlled by such Person, or by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person. "Tia's Format" shall refer to the format used by the Borrower for presenting and operating mid-market

restaurants, using the name "Tia's," and featuring a menu consisting primarily of Mexican foods. "Trademark Security Agreement" shall mean that certain Trademark Security Agreement between the Lender and the Borrower of even date herewith substantially in the form of Exhibit H. "Units" shall refer, collectively, to each sales location of the Borrower in operation at any time in the Tia's Format; and "Unit" shall refer to anyone of the foregoing Units. "Voting Agreement" shall mean that certain Voting Agreement of even date herewith among the Lender and the Shareholders substantially in the form of Exhibit G hereto. Each definition of a document in this Article 9 shall include such document, as amended, modified, or supplemented from time to time with the prior consent of the Lender and, except where the context otherwise requires, definitions imparting the singular shall include the plural and vice versa. Except where restricted, reference to a party to a Loan Document includes that party and its successors and permitted assigns. All accounting terms used herein without definitions shall be used as defined under GAAP. ARTICLE 10 Waiver of Jury Trial, Etc. Section 10.1 Consent to Venue. The Borrower hereby irrevocably waives any objection it would make now or hereafter for the laying of venue of any suit, action, or proceeding arising out of or relating to this Agreement or any other Loan Document brought in the state court of general jurisdiction in Mobile County, Alabama, or, at the election of the Lender, in the Southern District of Alabama of the federal courts of the United States of America, and hereby irrevocably waives any claim that any such suit, action, or proceeding brought in any such court has been brought in an incorrect forum. Section 10.2 Waiver of Jury Trial. THE BORROWER AND THE LENDER HEREBY AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY COURT AND IN ANY ACTION OR PROCEEDING OF ANY TYPE IN WHICH THE BORROWER, THE LENDER, OR ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IS A PARTY, AS TO ALL MATTERS AND THINGS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS AND THE RELATIONS AMONG THE PARTIES LISTED IN THIS ARTICLE 10.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused it to be executed by their duly authorized officers, all as of the day and year first above written.
BORROWER: TIAS, INC., a Texas corporation

By: /s/ Frank B. Sbordone, Jr. Title: Vice President

LENDER:

MORRISON RESTAURANTS INC., a Delaware corporation

By: /s/ Pfilip G. Hunt Title: Sr. Vice President

22680373.W51 A04319.0119 November 19, 1993 Tias, Inc.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused it to be executed by their duly authorized officers, all as of the day and year first above written.
BORROWER: TIAS, INC., a Texas corporation

By: /s/ Frank B. Sbordone, Jr. Title: Vice President

LENDER:

MORRISON RESTAURANTS INC., a Delaware corporation

By: /s/ Pfilip G. Hunt Title: Sr. Vice President

22680373.W51 A04319.0119 November 19, 1993 Tias, Inc. 4600 Greenville Avenue Suite 160 Dallas, Texas 75206 Gentlemen: The undersigned holder (the "Holder") of the Existing Indebtedness, as described and defined in the second paragraph of the Promissory Note that is Exhibit A hereto (the "Renewal Note"), of Tias, Inc., a Texas corporation (the "Company"), hereby agrees with the Company as follows: (a) The terms of the Original Note (as described and defined in the second paragraph of the Renewal Note) are hereby modified, renewed, and extended to be in accordance with the terms of the Renewal Note. The Renewal Note amends, restates, and supersedes in its entirety the Original Note. (b) The modification, renewal, and extension of the Existing Indebtedness do not constitute the cancellation or extinguishment of any of the Existing Indebtedness or any of the liens or security interests now securing the payment of the Existing Indebtedness. (c) Upon the substitution of the Renewal Note for the Original Note, the Loan Papers, as defined and used in the Loan Agreement (which is described and defined in the second paragraph of the Renewal Note) shall consist, on the date hereof, of the Loan Agreement, as amended hereby; the Renewal Note; the financing statement filed with the Secretary of State of Texas on March 23, 1990, as amended to reflect the assignment to the undersigned by the previous lender by a financing statement amendment on Form UCC-3 filed with the Secretary of State of Texas on December 23, 1991; and a financing statement on Form UCC-1 filed with the Secretary of State of Texas on April 3, 1992. The Holder also acknowledges that the Existing Indebtedness and his rights and remedies under the Loan Papers shall also be subject to the terms of the Intercreditor Agreement dated as of this date among the Company, the Holder, Morrison Restaurants Inc. ("MRI"), and Crosspoint Venture Partners III, which is being executed and delivered in connection with the Loan Agreement dated as of this date between the Company and MRI (the "MRI Loan Agreement"). (d) The references to the Loan and to the Note in the Loan Agreement are hereby amended to be references to the Existing Indebtedness evidenced by the Renewal Note and to the Renewal Note, respectively. (e) All references in the Loan Agreement, whether on behalf of the Company or the Holder, to "4060 Greenville

Avenue" are hereby amended to be references to "4600 Greenville Avenue." (f) All references in the Loan Agreement to the Operating Plan are hereby deleted and of no further force and effect, though any exceptions to covenants referring to the "ordinary course of business" in connection with the Operating Plan shall continue to the extent of the "ordinary course of business." (g) Sections 4.H, 5.A, 5.F, 6.G, and 6.H of the Loan Agreement are hereby terminated and of no further force and effect, and the Holder hereby waives any Default under the terms of this Loan Agreement which may now exist as the result of any noncompliance by the Company of any of those Sections of the Loan Agreement. (h) The Holder hereby (1) consents to the MRI Loan Agreement and the Company's consummation of the various transactions, and performance of its various obligations, contemplated by the MRI Loan Agreement and (2) waives any Default under the terms of the Loan Agreement which may exist or arise as the result of the foregoing. All references to the Holder in this letter agreement shall be deemed to include his heirs, legal representatives, successors, and assigns, and all covenants and agreements contained herein by the Holder shall be binding upon his heirs, legal representatives, successors and assigns. This letter agreement shall be governed by and construed in accordance with the laws of the State of Texas.
/s/ Larry D. Lavine LARRY D. LAVINE

Agreed to by the Company: TIAS, INC.
By: /s/ Frank B. Sbordone, Jr. Frank B. Sbordone, Jr.

Vice President-Finance

Exhibit A PROMISSORY NOTE $999,997.10 November 19, 1993 FOR VALUE RECEIVED, Tias, Inc., a Texas corporation ("Maker"), hereby promises to pay to the order of Larry D. Lavine ("Payee"), at 4600 Greenville Avenue, Suite 160, Dallas, Dallas County, Texas 75206, the principal amount of Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety-Seven and 10/100 Dollars ($999,997.10), together with interest, as hereinafter described. This Note is a modification, extension, and renewal of the outstanding principal amount of the indebtedness of Maker to Payee (the "Existing Indebtedness") evidenced by a Promissory Note of Maker in favor of Payee dated September 20, 1991, in the original principal amount of Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety-Seven and 10/100 Dollars ($999,997.10) (the "Original Note"), that was executed and delivered pursuant to a Loan Agreement between Maker and Payee dated as of September 20, 1991 (as now existing, and as may hereafter be amended, the "Loan Agreement"). Maker hereby affirms that the Existing Indebtedness is outstanding and that it shall continue to be outstanding as modified, extended, and renewed in accordance with the terms of this Note and the Loan Agreement (including the amendments thereto set forth in a letter agreement dated November 19, 1993, between Maker and Payee). This Note does not cancel or extinguish any of the existing Indebtedness, but amends, restates and supersedes in its entirety the Original Note evidencing the Existing Indebtedness.

Exhibit A PROMISSORY NOTE $999,997.10 November 19, 1993 FOR VALUE RECEIVED, Tias, Inc., a Texas corporation ("Maker"), hereby promises to pay to the order of Larry D. Lavine ("Payee"), at 4600 Greenville Avenue, Suite 160, Dallas, Dallas County, Texas 75206, the principal amount of Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety-Seven and 10/100 Dollars ($999,997.10), together with interest, as hereinafter described. This Note is a modification, extension, and renewal of the outstanding principal amount of the indebtedness of Maker to Payee (the "Existing Indebtedness") evidenced by a Promissory Note of Maker in favor of Payee dated September 20, 1991, in the original principal amount of Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety-Seven and 10/100 Dollars ($999,997.10) (the "Original Note"), that was executed and delivered pursuant to a Loan Agreement between Maker and Payee dated as of September 20, 1991 (as now existing, and as may hereafter be amended, the "Loan Agreement"). Maker hereby affirms that the Existing Indebtedness is outstanding and that it shall continue to be outstanding as modified, extended, and renewed in accordance with the terms of this Note and the Loan Agreement (including the amendments thereto set forth in a letter agreement dated November 19, 1993, between Maker and Payee). This Note does not cancel or extinguish any of the existing Indebtedness, but amends, restates and supersedes in its entirety the Original Note evidencing the Existing Indebtedness. The unpaid principal amount of this Note shall bear simple interest at a rate per annum of nine and three-quarters percent (9-3/4%), calculated on a basis of actual days elapsed and computed in accordance with the number of days in each calendar year. Accrued interest on the unpaid principal amounts of this Note shall be due and payable in monthly installments commencing on December 31, 1993, and continuing on the last day of each month thereafter until May 31, 1999, when all amounts under this Note shall be due and payable. At each interest payment date and at maturity (stated or by acceleration), the interest then payable shall be calculated from the date thereof on the principal amount hereof from day to day unpaid at the interest rate set forth above in this paragraph; provided, that (a) any interest previously paid shall be deducted from the interest then payable, and (b) the total interest payable through such date shall not exceed the Highest Lawful Rate (as defined below) over the then elapsed term hereof. All of the principal amount of this Note is due and payable on May 31, 1999. All of the unpaid principal amount of this Note, together with all interest accrued thereon, shall also be due and payable upon the sale of all or substantially all of the capital stock of Maker, including (without limitation) any consolidation or merger of Maker with and into any other entity. Maker may prepay all or any part of the principal or accrued interest at any time and from time to time, without premium or penalty. All partial prepayments shall be applied first to accrued and unpaid interest and then to principal. The holder hereof may declare the entire unpaid principal of and accrued interest on this Note immediately due and payable, without notice, demand, or presentment, all of which are hereby waived, foreclose any liens or security interests securing all or any part hereof, offset against this Note any sum or sums owed by the holder hereof to Maker, or exercise any other right or remedy to which the holder hereby may be entitled by agreement at law, or in equity, upon a Default, as defined in the Loan Agreement. Each right and remedy available to the holder hereof shall be cumulative of and in addition to each other such right and remedy. No delay on the part of the holder hereof in the exercise of any right or remedy available to the holder hereof shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude other or further exercise thereof or exercise of any other such right or remedy. At the option of the holder hereof, all past-due principal and accrued interest shall, from maturity (stated or by acceleration) until paid, bear simple interest at a rate per annum equal to thirteen percent (13%). If this Note is placed in the hands of an attorney for collection, or if it is collected through any legal proceedings, Maker agrees to pay court costs, reasonable attorneys' fees, and other costs of collection of the holder hereof. Regardless of any provision contained herein, the holder hereof shall never be entitled to receive, collect, or apply, as interest on this Note, any amount in excess of the Highest Lawful Rate, and, in the event the holder

hereof ever receives, collects, or applies as interest, any such excess, such amount which would be excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and, if the principal hereof is paid in full, any remaining excess shall forthwith be paid to Maker. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the Highest Lawful Rate, Maker and the holder hereof shall, to the maximum extent permitted under applicable law, (a) treat all advances hereunder as but a single extension of credit, (b) characterize any nonprincipal payment as an expense, fee, or premium rather than as interest, (c) exclude voluntary prepayments and the effects thereof, and (d) "spread" the total amount of interest throughout the entire contemplated term hereof; provided, that if the principal hereof is paid in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the Highest Lawful Rate, the holder hereof shall refund to Maker the amount of such excess, and, in such event, the holder hereof shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving, or receiving interest in excess of the Highest Lawful Rate. As used herein, the term the "Highest Lawful Rate" means the maximum rate of interest (or, if the context so requires, an amount calculated at such rate) which the holder hereof is allowed to contract for, charge, take, reserve, or receive under applicable law after taking into account, to the extent required by applicable law, any and all relevant payments or charges made in connection with this Note. To the extent the laws of the State of Texas are applicable for purposes of determining the Highest Lawful Rate, such term shall mean the "indicated rate ceiling" from time to time in effect under Article 1.04, Title 79, Revised Civil Statutes of Texas, 1925, as amended, or, if permitted by applicable law and effective upon the giving of the notices required by such Article 1.04 (or effective upon any other date otherwise specified by applicable law), the "monthly ceiling," the "quarterly ceiling," or the "annualized ceiling" from time to time in effect under such Article 1.04, whichever the holder hereof shall elect to substitute for the "indicated rate ceiling," and vice versa, each such substitution to have the effect provided in such Article 1.04; and the holder hereof shall be entitled to make such election from time to time and one or more times and, without notice to Maker, to leave any such substitute rate in effect for subsequent periods in accordance with subsection (h)(1)g of such Article 1.04. Pursuant to Article 15.10(b) of Chapter 15, Title 79, Revised Civil Statutes of Texas, 1925, as amended, Maker and the holder hereof expressly agree that such Chapter 15 shall not govern or in any manner apply to this Note or to the indebtedness covered hereby. Maker and each surety, endorser, guarantor, and other party ever liable for payment of any part hereof jointly and severally waive presentment and demand for payment, protest, notice of intention to accelerate, and notice of protest and nonpayment, and agree that their liability on this Note shall not be affected by, and hereby consent to, any renewal or extension in the time of payment hereof, any indulgences, or any release or change in any security for the payment of this Note. THE VALIDITY, CONSTRUCTION, AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS. TIAS, INC.
By: /s/ Frank B. Sbordone, Jr. Frank B. Sbordone, Jr. Vice President-Finance

20742511.W51 November 19, 1993

Tias, Inc. 4600 Greenville Avenue Suite 160 Dallas, Texas 75206 Gentlemen: The undersigned holder (the "Holder") of the Existing Indebtedness, as described and defined in Paragraph 1 of the Promissory Note that is Exhibit A hereto (the "Renewal Note"), of Tias, Inc., a Texas corporation (the "Company"), hereby agrees with the Company as follows:

(a) The Existing Indebtedness and all of its terms are hereby modified, renewed, and extended to be in accordance with the terms of the Renewal Note. (b) The Renewal Note, with the Security Documents, as described and defined in Paragraph 6 of the Renewal Note, are all of the agreements between the Company and the Holder relating to the Existing Indebtedness as modified, renewed, and extended. (c) The documents referred to in the preceding clause (b) of this letter agreement amend and restate in their entirety, and supersede, all prior instruments and other documents evidencing or governing the Existing Indebtedness as modified, renewed, and extended. Without limiting the generality of the foregoing, the Holder hereby acknowledges and agrees that the conversion rights and subordination provisions of the prior instruments and other documents evidencing or governing the Existing Indebtedness are hereby terminated and of no further force and effect. (d) The modification, renewal, and extension of the terms of the Existing Indebtedness and all of its terms do not constitute the cancellation or extinguishment of any of the Existing Indebtedness or any of the liens or security interests now securing the payment of the Existing Indebtedness; provided, however, that the Holder hereby acknowledges that the Assignment of Accounts by the Company in favor of the Holder and the Assignment of Accounts by Larry Lavine in favor of the Holder, both dated as of August 1, 1991, have previously been terminated. (e) The references to the Loan and to the Debenture in the Security Agreement, as described and defined in Paragraph 6 of the Renewal Note, are hereby amended to be references to the indebtedness evidenced by the Renewal Note and to the Renewal Note, respectively. (f) In light of the termination of the subordination provisions included in the prior instruments and other documents evidencing or governing the Existing Indebtedness, Section H of the Security Agreement is hereby deleted and of no further force and effect, and all references to the Senior Lender and the Senior Loan Documents in the Security Agreement are hereby deleted and of no further force and effect. Nevertheless, the Holder hereby acknowledges and agrees that the Existing Indebtedness and the Holder's rights and remedies under the Renewal Note and the Security Documents shall be subject to the terms of the Intercreditor Agreement dated as of this date among the Company, the Holder, Morrison Restaurants Inc. ("MRI"), and Larry Lavine, which is being executed and delivered in connection with the Loan Agreement dated as of this date between the Company and MRI (the "MRI Loan Agreement"). (g) All references to Previous Security Interests in Section E.2 of the Security Agreement are hereby amended to be references to Permitted Liens as defined in the MRI Loan Agreement. (h) The Company shall have no further obligations to the undersigned under the Purchase Agreement, as described and defined in Paragraph 4(b) of the Renewal Note, except for the registration rights granted to the undersigned by the Company in Section 9.03 of the Purchase Agreement with respect to the Common Stock (as defined in the Purchase Agreement) purchased by the undersigned pursuant to the Purchase Agreement, but not with respect to the Conversion Shares or the Conversion Common Shares (both as defined in the Purchase Agreement), which have no further applicability because the Holder has no further conversion rights with respect to any of the Existing Indebtedness. (i) The references in the Security Agreement to events of default set forth in the Purchase Agreement are hereby modified to be references to the Events of Default set forth in Paragraph 4 of the Renewal Note. (j) The Holder hereby (1) consents to the MRI Loan Agreement and the Company's consummation of the various transactions, and performance of its various obligations, contemplated by the MRI Loan Agreement and (2) waives any Event of Default under the terms of the Renewal Note and the Security Agreement which may exist or arise as the result of the foregoing. All references to the Holder in this letter agreement shall be deemed to include its successors and assigns, and all covenants and agreements contained herein by the Holder shall be binding upon its successors and assigns. This letter agreement shall be governed by and construed in accordance with the laws of the State of Texas.

Renewal Note shall be modified to reflect the average interest rate currently earned on all Existing Indebtedness. CROSSPOINT VENTURE PARTNERS III
By: /s/ John B. Muford John B. Mumford General Partner

Agreed to by the Company: TIAS, INC.
By: /s/ Frank B. Sbordone, Jr. Frank B. Sbordone, Jr. Vice President-Finance

20742512.W51

PROMISSORY NOTE November 19, 1993 TIAS, INC., a Texas corporation (the "Company"), for value received, hereby promises to pay to the order of Crosspoint Venture Partners III, a California limited partnership ("Crosspoint"), the principal amount of One Million Five Hundred Twenty Thousand Five Hundred Three and 41/100 Dollars ($1,520,503.41) and interest on the unpaid balance of such principal amount at the rate specifiedbelow from the date hereof until the due date at the time or times and in the manner hereinafter provided. 1. Modification and Renewal. This Note is a combination, modification, extension, and renewal of outstanding indebtedness of the Company to Crosspoint consisting of the following (collectively, the "Existing Indebtedness"): (a) the principal amount of Nine Hundred Ninety-Seven Thousand One Hundred Seventy and 33/100 Dollars ($997,170.33) evidenced by a Convertible Subordinated Debenture of the Company in favor of Crosspoint dated August 1, 1991, in the original principal amount of One Million One Hundred Ninety-Nine Thousand Dollars ($1,199,000) (the "Debenture"), (b) the principal amount of Two Hundred Seventy Thousand Three Hundred Six and 58/100 Dollars ($270,306.58) evidenced by a Subordinated Promissory Note of the Company in favor of Crosspoint dated September 30, 1992, in the same principal amount (the "1992 Note"), (c) One Hundred Thousand Dollars ($100,000) advanced by Crosspoint to the Company on February 25, 1993, which is not evidenced by any written payment instrument of the Company, but which has borne interest from the date of advancement through the date of this Note at the rate of fourteen percent (14%) per annum (the "Advance"), (d) all accrued interest payable to Crosspoint under the Debenture from October 1, 1992, through the date of this Note, (e) accrued interest payable to Crosspoint under the 1992 Note, and (f) all accrued interest payable to Crosspoint on the Advance from the date thereof through the date of this Note. The Company hereby affirms that the Existing Indebtedness is outstanding and that it shall continue to be outstanding as modified, extended, and renewed in accordance with the terms of this Note. This Note does not cancel or extinguish any of the Existing Indebtedness, but, with the Security Documents (as defined in Paragraph 6 of this Note), amends, restates, and supersedes the Debenture, the 1992 Note, and any other instrument or document evidencing or governing the Existing Indebtedness in their entirety. 2. Interest and Payments. The underpaid principal sum of this Note shall bear simple interest at the rate of twelve and 61/100 percent (12.61%) per annum. Accrued interest on the unpaid principal amount of this Note shall be due and payable in monthly installments commencing December 31, 1993, and continuing on the last day of each month thereafter until May 31, 1999, when all amounts under this Note shall be due and payable. The principal amount of this Note shall be due and payable on May 31, 1999. All of the unpaid principal amount of this Note, together with all interest accrued thereon, shall also be due and payable upon the sale of all or substantially all of the capital stock of the Company. The principal of and interest on this Note shall be payable at the principal office of Crosspoint at One First Street, Los Altos, California 94022, or at such other address as Crosspoint or

PROMISSORY NOTE November 19, 1993 TIAS, INC., a Texas corporation (the "Company"), for value received, hereby promises to pay to the order of Crosspoint Venture Partners III, a California limited partnership ("Crosspoint"), the principal amount of One Million Five Hundred Twenty Thousand Five Hundred Three and 41/100 Dollars ($1,520,503.41) and interest on the unpaid balance of such principal amount at the rate specifiedbelow from the date hereof until the due date at the time or times and in the manner hereinafter provided. 1. Modification and Renewal. This Note is a combination, modification, extension, and renewal of outstanding indebtedness of the Company to Crosspoint consisting of the following (collectively, the "Existing Indebtedness"): (a) the principal amount of Nine Hundred Ninety-Seven Thousand One Hundred Seventy and 33/100 Dollars ($997,170.33) evidenced by a Convertible Subordinated Debenture of the Company in favor of Crosspoint dated August 1, 1991, in the original principal amount of One Million One Hundred Ninety-Nine Thousand Dollars ($1,199,000) (the "Debenture"), (b) the principal amount of Two Hundred Seventy Thousand Three Hundred Six and 58/100 Dollars ($270,306.58) evidenced by a Subordinated Promissory Note of the Company in favor of Crosspoint dated September 30, 1992, in the same principal amount (the "1992 Note"), (c) One Hundred Thousand Dollars ($100,000) advanced by Crosspoint to the Company on February 25, 1993, which is not evidenced by any written payment instrument of the Company, but which has borne interest from the date of advancement through the date of this Note at the rate of fourteen percent (14%) per annum (the "Advance"), (d) all accrued interest payable to Crosspoint under the Debenture from October 1, 1992, through the date of this Note, (e) accrued interest payable to Crosspoint under the 1992 Note, and (f) all accrued interest payable to Crosspoint on the Advance from the date thereof through the date of this Note. The Company hereby affirms that the Existing Indebtedness is outstanding and that it shall continue to be outstanding as modified, extended, and renewed in accordance with the terms of this Note. This Note does not cancel or extinguish any of the Existing Indebtedness, but, with the Security Documents (as defined in Paragraph 6 of this Note), amends, restates, and supersedes the Debenture, the 1992 Note, and any other instrument or document evidencing or governing the Existing Indebtedness in their entirety. 2. Interest and Payments. The underpaid principal sum of this Note shall bear simple interest at the rate of twelve and 61/100 percent (12.61%) per annum. Accrued interest on the unpaid principal amount of this Note shall be due and payable in monthly installments commencing December 31, 1993, and continuing on the last day of each month thereafter until May 31, 1999, when all amounts under this Note shall be due and payable. The principal amount of this Note shall be due and payable on May 31, 1999. All of the unpaid principal amount of this Note, together with all interest accrued thereon, shall also be due and payable upon the sale of all or substantially all of the capital stock of the Company. The principal of and interest on this Note shall be payable at the principal office of Crosspoint at One First Street, Los Altos, California 94022, or at such other address as Crosspoint or any other holder of this Note shall from time to time designate. At the option of the holder hereof, all past due principal and interest shall bear simple interest, from its due date or maturity (stated or by acceleration) until paid, at the rate of thirteen percent (13%) per annum. 3. Prepayments. This Note may, at the option of the Company, be prepaid in whole or in part prior to maturity on any date by the payment of the principal amount of this Note to be prepaid, together with accrued interest to the prepayment date. The Company shall give the holder of this Note at least ten (10) days' prior written notice of the Company's intent to prepay this Note, stating the prepayment date, the principal amount of this Note to be prepaid on the prepayment date, and the amount of interest to be paid to such holder on the prepayment date. The prepayment shall be in integral multiples of principal of One Thousand Dollars ($1,000), or if this Note is prepaid in full, in the amount of the unpaid principal balance hereof. The prepayment shall be applied first to accrued interest, then to the principal amount of this Note. 4. Events of Default. If any of the following events (herein collectively called "Events of Default") shall occur: (a) the Company shall default in the payment of any principal of or interest on this Note when due and payable, whether at any stated due date or maturity or by acceleration or otherwise; (b) the Company shall default in the performance of or compliance with any covenant contained in the Security Agreement (as defined in Paragraph 6 of this Note) or in Section 9.03 of the Debenture and Common Stock

Purchase Agreement dated as of August 1, 1991, between the Company and Crosspoint, as amended by the First Amendment to Debenture and Common Stock Purchase Agreement dated as of September 30, 1992, between the Company and Crosspoint (as so amended, the "Purchase Agreement"), other than any covenant the performance of or compliance with which has been waived in accordance with Paragraph 9 of this Note, and such default shall not have been remedied within thirty (30) days after written notice thereof shall have been given to the Company by Crosspoint or the other holder hereof; (c) the company shall (i) permit its Articles of Incorporation or its Bylaws to be amended hereafter in a manner that materially affects the rights of or the benefits to Crosspoint arising from this Note or the Security Documents; (ii) consolidate or merge with any other corporation or other entity unless the Company is the survivor thereof; or (iii) sell, lease, or otherwise dispose of all or substantially all of the properties and assets of the Company; (d) any material representation or warranty made by the Company in this Note shall prove to have been false or incorrect in any material respect on the date as of which made; (e) the Company shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due; or an order for relief is entered, or deemed entered, against the Company under any provision of the U.S. Bankruptcy Code, as amended, pursuant to a petition filed by or on behalf of the Company; or the Company shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting the material allegations of a petition filed against the Company in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Company or of all or any substantial part of the properties of the Company; or the Company or its board of directors or shareholders shall take any action looking to the dissolution or liquidation of the Company; (f) within ninety (90) days after the commencement of any proceeding against the Company seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed; or, within ninety (90) days after the appointment without the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company or of all or any substantial part of the properties of the Company, such appointment shall not have been vacated; then, and in any such event, the holder hereof may at any time at its option, by written notice or notices to the Company, declare the entire unpaid principal amount of and accrued interest on this Note to be due and payable, whereupon the same shall forthwith mature and become due and payable without presentment, demand, protest or notice, notice of intention to accelerate or notice of acceleration, all of which are hereby waived. 5. Remedies on Default, etc. The holder hereof, upon the occurrence and during the continuance of any Event of Default, may proceed to protect and enforce its rights by a suit in equity, action at law or other appropriate proceeding, including (but not limited to) the enforcement of any rights under any of the Security Agreements (as hereinafter defined), whether for the collection of amounts due under this Note (by acceleration or otherwise), for the specific performance of any agreement contained herein, or for an injunction against a violation of any of the terms or provisions hereof or thereof or in aid of the exercise of any power granted hereby or thereby or by law. No course of dealing and no delay on the part of any holder of this Note in exercising any right shall operate as a waiver thereof or otherwise prejudice such holder's rights. No remedy conferred hereby upon any holder of this Note shall be exclusive of any other remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Upon the occurrence and during the continuance of an Event of Default, if this Note is placed in the hands of an attorney for collection (whether or not suit is filed) or if this Note is collected by suit or legal proceedings or through bankruptcy proceedings, the Company agrees to pay, in addition to all amounts then due hereunder, all expenses of collection, including (without limitation) reasonable attorneys' fees. 6. Collateral. The full and complete payment of any and all amounts due under the terms of this Note shall be entitled to all of the benefits of the security interests in certain properties made and granted by all documents executed or used to create or evidence the liens and security interests in the property securing the payment of the Existing Indebtedness, consisting (as of this date) of the Security Agreement between the Company and Crosspoint dated asof August 1, 1991 (the "Security Agreement"), as amended by the letter agreement between the Company and Crosspoint dated as of November 19, 1993, and the financing statement by the Company and Crosspoint filed with the Secretary of State of Texas on April 27, 1992 (collectively with the Security Agreement (as now amended), the "Security Documents").

7. Waivers of Demand, etc. The Company hereby waives presentment and demand for payment, protest and notice of protest, nonpayment, acceleration and intention to accelerate and agrees that liability hereunder or under any guaranty of payment hereof shall not be affected by any renewal or extension in time of payment hereof. 8. Usury Savings. It is the intention of the parties hereto to comply with the usury laws of the State of Texas. Accordingly, it is agreed that, notwithstanding any provisions to the contrary in this Note or in any of the documents securing payment hereof or otherwise relating hereto, in no event shall this Note or such documents require the payment or permit the collection of interest in excess of the maximum amount permitted by such laws. If any such excess of interest is contracted for, charged, or received under this Note or under the terms of any of the documents securing payment hereof or otherwise relating hereto, or in the event the maturity of the indebtedness evidenced by this Note is accelerated in whole or in part, or in the event that all or part of the principal or interest of this Note shall be prepaid, so that under any of of such circumstances the amount of interest contracted for, charged, or received under this Note or under any of the documents securing payment hereof or otherwise relating hereto, on the amount of principal actually outstanding from time to time under this Note shall exceed the maximum amount of interest permitted by the usury laws of the State of Texas, then in any such event (a) the provisions of this Paragraph 8 shall govern and control, (b) neither the Company nor any other person or entity now or hereafter liable for the payment hereof shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest permitted by the usury laws of the State of Texas, (c) any such excess which may have been collected shall be either applied as a credit against the then unpaid principal amount hereof or refunded to the Company, at the holder's option, and (d) the effective rate of interest shall be automatically reduced to the maximum lawful rate of interest allowed under the usury laws of the State of Texas as now or hereafter construed by the courts having jurisdiction thereof. It is further agreed that, without limitation of the foregoing, all calculations of the rate of interest contracted for, charged, or received under this Note or under such other documents which are made for the purpose of determining whether such rate exceeds the maximum lawful rate of interest shall be made, to the extent permitted by the laws of the State of Texas, by amortizing, prorating, allocating, and spreading in equal parts during the period of the full stated term of the indebtedness evidenced hereby all interest at any time contracted for, charged, or received from the Company or otherwise by the holder or holders hereof in connection with such indebtedness. 9. Waivers; Amendments. The Company's performance of or compliance with any of the provisions, covenants, and conditions set forth in this Note may be waived, or any of such provisions, covenants, or conditions may be modified or amended, only upon the prior written consent of Crosspoint or the other holder of this Note. 10 Modification of References. All references to the Loan and to the Debenture in the Security Agreements are hereby modified or amended to be references to the indebtedness evidenced by this Note and to this Note, respectively. Further, the references in the Security Agreements to events of default set forth in the Purchase Agreement are hereby modified to be references to the Events of Default set forth in Paragraph 4 of this Note. 11. Successors and Assigns. All references to the Company herein shall, and shall be deemed to, include its successors and assigns, and all covenants, stipulations, promises, and agreements contained herein by or on behalf of the Company shall be binding upon its successors and assigns, whether so expressed or not. 12. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Texas. IN WITNESS WHEREOF, the Company has caused this Note to be executed in its corporate name and on its behalf by the officer designated below, and this Note to be dated, issued, and delivered, all effective as of November 19, 1993, such officer being thereunto duly authorized. TIAS, INC.
By: /s/ Frank B. Sbordone, Jr. Frank B. Sbordone, Jr. Vice President-Finance

20742512.W51

FIRST AMENDMENT TO THE MORRISON RESTAURANTS INC. STOCK INCENTIVE PLAN THIS FIRST AMENDMENT, made this 31 day of March, 1993, by Morrison Restaurants Inc., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the "Company"); W I T N E S S E T H: WHEREAS, the Company maintains the Morrison Restaurants Inc. Stock Incentive Plan under an indenture which became effective as of September 30, 1992 (the "Plan"); and WHEREAS, the Company desires to amend the Plan to provide the committee which administers the Plan with the authority to delegate certain administrative responsibilities; and WHEREAS, the Board of Directors of the Company has duly approved and authorized this amendment to the Plan; NOW, THEREFORE, the Company does hereby amend the Plan, effective immediately, as follows: 1. By deleting the third sentence of Plan Section 2.3 and by substituting therefor the following: "Subject to the provisions of the Plan, the Committee shall have full and conclusive authority to interpret the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the respective Stock Incentive Agreements and to make all other determinations necessary or advisable for the proper administration of the Plan; provided, however, that, as to any Participant who is not a `reporting person' for purposes of Section 16 of the Securities Exchange Act of 1934, the Committee may delegate to any member of the Board of Directors the authority contemplated by Plan Section 3.8, but only as that authority may be exercised with respect to Stock Incentives other than Incentive Stock Options." 2. Except as specifically amended hereby, the Plan shall remain in full force and effect as prior to the adoption of this First Amendment.

IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed on the day and year first above written. MORRISON RESTAURANTS INC.
By: /s/ Samuel E. Beall, III

Title: President & Chief Executive Officer ATTEST:

By: /s/ Pfilip G. Hunt Title: Sr. Vice President, General Counsel & Secretary

(CORPORATE SEAL)

FIRST AMENDMENT TO THE MORRISON INCORPORATED 1984 LONG TERM INCENTIVE PLAN

FIRST AMENDMENT TO THE MORRISON RESTAURANTS INC. STOCK INCENTIVE PLAN THIS FIRST AMENDMENT, made this 31 day of March, 1993, by Morrison Restaurants Inc., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the "Company"); W I T N E S S E T H: WHEREAS, the Company maintains the Morrison Restaurants Inc. Stock Incentive Plan under an indenture which became effective as of September 30, 1992 (the "Plan"); and WHEREAS, the Company desires to amend the Plan to provide the committee which administers the Plan with the authority to delegate certain administrative responsibilities; and WHEREAS, the Board of Directors of the Company has duly approved and authorized this amendment to the Plan; NOW, THEREFORE, the Company does hereby amend the Plan, effective immediately, as follows: 1. By deleting the third sentence of Plan Section 2.3 and by substituting therefor the following: "Subject to the provisions of the Plan, the Committee shall have full and conclusive authority to interpret the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the respective Stock Incentive Agreements and to make all other determinations necessary or advisable for the proper administration of the Plan; provided, however, that, as to any Participant who is not a `reporting person' for purposes of Section 16 of the Securities Exchange Act of 1934, the Committee may delegate to any member of the Board of Directors the authority contemplated by Plan Section 3.8, but only as that authority may be exercised with respect to Stock Incentives other than Incentive Stock Options." 2. Except as specifically amended hereby, the Plan shall remain in full force and effect as prior to the adoption of this First Amendment.

IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed on the day and year first above written. MORRISON RESTAURANTS INC.
By: /s/ Samuel E. Beall, III

Title: President & Chief Executive Officer ATTEST:

By: /s/ Pfilip G. Hunt Title: Sr. Vice President, General Counsel & Secretary

(CORPORATE SEAL)

FIRST AMENDMENT TO THE MORRISON INCORPORATED 1984 LONG TERM INCENTIVE PLAN

IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed on the day and year first above written. MORRISON RESTAURANTS INC.
By: /s/ Samuel E. Beall, III

Title: President & Chief Executive Officer ATTEST:

By: /s/ Pfilip G. Hunt Title: Sr. Vice President, General Counsel & Secretary

(CORPORATE SEAL)

FIRST AMENDMENT TO THE MORRISON INCORPORATED 1984 LONG TERM INCENTIVE PLAN THIS FIRST AMENDMENT, made this 31 day of March, 1993, by Morrison Restaurants Inc., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the "Company"); W I T N E S S E T H: WHEREAS, the Company maintains the Morrison Incorporated 1984 Long Term Incentive Plan under an indenture which became effective as of September 24, 1984 (the "Plan"); and WHEREAS, the Company desires to amend the Plan to provide for the extension of option periods in favor of certain optionees under certain circumstances; and WHEREAS, the Board of Directors of the Company has duly approved and authorized this amendment to the Plan; NOW, THEREFORE, the Company does hereby amend the Plan, effective immediately, as follows: 1. By substituting for all Plan references to the "Morrison Incorporated 1984 Long Term Incentive Plan" the title "Morrison Restaurants Inc. 1984 Long Term Incentive Plan." 2. By deleting the first sentence of Plan Section 2 and by substituting therefor the following: "The Plan shall be administered by a committee of not less than three (3) members of the Board of Directors of the Company who shall be appointed by the Board (the "Committee"); provided, however, that, as to any participant who is not a `reporting person' for purposes of Section 16 of the Securities Exchange Act of 1934, the Committee may delegate to any member of the Board of Directors of the Company the authority contemplated by Plan Section 12." 3. By adding the following new final paragraph to Plan Section 12 as follows: "Notwithstanding anything to the contrary in this Section 12, the term of any stock option previously granted under the terms of the Plan to a participant who suffers a termination of employment for any reason may be extended by the Committee in its sole discretion for any period not longer than the original option term, as determined pursuant to Plan Section 6."

FIRST AMENDMENT TO THE MORRISON INCORPORATED 1984 LONG TERM INCENTIVE PLAN THIS FIRST AMENDMENT, made this 31 day of March, 1993, by Morrison Restaurants Inc., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the "Company"); W I T N E S S E T H: WHEREAS, the Company maintains the Morrison Incorporated 1984 Long Term Incentive Plan under an indenture which became effective as of September 24, 1984 (the "Plan"); and WHEREAS, the Company desires to amend the Plan to provide for the extension of option periods in favor of certain optionees under certain circumstances; and WHEREAS, the Board of Directors of the Company has duly approved and authorized this amendment to the Plan; NOW, THEREFORE, the Company does hereby amend the Plan, effective immediately, as follows: 1. By substituting for all Plan references to the "Morrison Incorporated 1984 Long Term Incentive Plan" the title "Morrison Restaurants Inc. 1984 Long Term Incentive Plan." 2. By deleting the first sentence of Plan Section 2 and by substituting therefor the following: "The Plan shall be administered by a committee of not less than three (3) members of the Board of Directors of the Company who shall be appointed by the Board (the "Committee"); provided, however, that, as to any participant who is not a `reporting person' for purposes of Section 16 of the Securities Exchange Act of 1934, the Committee may delegate to any member of the Board of Directors of the Company the authority contemplated by Plan Section 12." 3. By adding the following new final paragraph to Plan Section 12 as follows: "Notwithstanding anything to the contrary in this Section 12, the term of any stock option previously granted under the terms of the Plan to a participant who suffers a termination of employment for any reason may be extended by the Committee in its sole discretion for any period not longer than the original option term, as determined pursuant to Plan Section 6." Except as specifically amended hereby, the Plan shall remain in full force and effect as prior to the adoption of this First Amendment.

IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed on the day and year first above written. MORRISON RESTAURANTS INC.
By: /s/ Samuel E. Beall, III

Title: President & Chief Executive Officer ATTEST:

By: /s/ Pfilip G. Hunt Title: Sr. Vice President, General Counsel & Secretary

IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed on the day and year first above written. MORRISON RESTAURANTS INC.
By: /s/ Samuel E. Beall, III

Title: President & Chief Executive Officer ATTEST:

By: /s/ Pfilip G. Hunt Title: Sr. Vice President, General Counsel & Secretary

(CORPORATE SEAL)

FIRST AMENDMENT TO MORRISON INCORPORATED 1987 STOCK BONUS AND NON-QUALIFIED STOCK OPTION PLAN THIS AMENDMENT is made the 25th day of September, 1990, by MORRISON INCORPORATED, a corporation organized and doing business under the laws of the State of Delaware (the "Company"); W I T N E S S E T H: WHEREAS, the Company has previously adopted the Morrison Incorporated 1987 Stock Bonus and NonQualified Stock Option Plan, effective November 30, 1986 (the "Plan"); and WHEREAS, the Company desires to amend the Plan to clarify the procedure for determining the price of the shares of Company stock subject to options issued under the Plan and for other reasons; NOW, THEREFORE, the Plan is hereby amended, effective as of September 25, 1990, as follows: 1. Section 2 of the Plan shall be amended by deleting Subsection (a) in its entirety and by substituting therefor the following: "(a) to determine which eligible employees described in Section 3 below (the "Eligible Employees") may purchase shares of Company common stock, $.01 par value (the "Shares"), from the Company and the maximum value of Shares each Eligible Employee may purchase." 2. Section 2 of the Plan also shall be amended by deleting from Subsection (b) thereof the phrase "with a portion of their cash bonuses." 3. Section 5 of the Plan shall be amended by deleting the phrase "with Cash Bonuses" from the heading and by deleting the first paragraph thereof and by substituting therefor the following: "Each year the Committee shall decide which employees who are awarded cash bonuses by the Company will be

FIRST AMENDMENT TO MORRISON INCORPORATED 1987 STOCK BONUS AND NON-QUALIFIED STOCK OPTION PLAN THIS AMENDMENT is made the 25th day of September, 1990, by MORRISON INCORPORATED, a corporation organized and doing business under the laws of the State of Delaware (the "Company"); W I T N E S S E T H: WHEREAS, the Company has previously adopted the Morrison Incorporated 1987 Stock Bonus and NonQualified Stock Option Plan, effective November 30, 1986 (the "Plan"); and WHEREAS, the Company desires to amend the Plan to clarify the procedure for determining the price of the shares of Company stock subject to options issued under the Plan and for other reasons; NOW, THEREFORE, the Plan is hereby amended, effective as of September 25, 1990, as follows: 1. Section 2 of the Plan shall be amended by deleting Subsection (a) in its entirety and by substituting therefor the following: "(a) to determine which eligible employees described in Section 3 below (the "Eligible Employees") may purchase shares of Company common stock, $.01 par value (the "Shares"), from the Company and the maximum value of Shares each Eligible Employee may purchase." 2. Section 2 of the Plan also shall be amended by deleting from Subsection (b) thereof the phrase "with a portion of their cash bonuses." 3. Section 5 of the Plan shall be amended by deleting the phrase "with Cash Bonuses" from the heading and by deleting the first paragraph thereof and by substituting therefor the following: "Each year the Committee shall decide which employees who are awarded cash bonuses by the Company will be Eligible Employees. Each Eligible Employee will receive notification of his eligibility on a form substantially similar to the form attached hereto as Exhibit B. The notification also will inform the Eligible Employee of the maximum value of Shares he may purchase from the Company at their fair market value on the date designated in the notification. Shares may be purchased at any time within thirty (30) days commencing with the date designated by the Committee (the "Offer Period"). No later than the expiration day of the Offer Period, each Eligible Employee who desires to purchase Shares shall notify the Company by filing an irrevocable election with the Company on a form substantially similar to the form also contained in Exhibit B specifying the value of Shares he desires to purchase and the manner of payment. For all purposes under the Plan, the date of purchase of the Shares shall be the day the election form is delivered to the Company. Payment for the Shares shall be made no later than the day on which the Offer Period expires and may be made in cash or, if the Eligible Employee is not a person required by Section 16(a) of the Securities Exchange Act of 1934 to file reports with respect to the common stock of the Company, with shares of previously owned common stock of the Company, or any combination thereof. The Company will not be obligated to sell fractional Shares but may round the number of Shares to be purchased down to the next whole number." 4. Section 5 of the Plan also shall be amended by deleting the last paragraph and by substituting therefor the following: "The Shares may not be sold, transferred, conveyed or pledged by the Eligible Employee for three (3) years after

the date on which they were purchased and issued to him, except to the extent that these restrictions on transfers are waived by the Committee. A legend to this effect shall be placed on the Share certificates. An Eligible Employee may, subsequent to the purchase and issuance of the Shares, request the Committee to waive the restrictions on transfer. As a condition to granting this request, the Committee may require the Eligible Employee to accept a reduction in the number of Shares subject to the Option granted pursuant to Section 6 equal to three (3) times the aggregate number of Shares issued to the Eligible Employee pursuant to the provisions of Section 5 multiplied by a fraction, the numerator of which is the number of Shares for which the restrictions on transfer will not be waived and the denominator of which is three (3) times the number of Shares purchased by and issued to the Eligible Employee pursuant to this Section 5. In the event of any transfer, conveyance or pledge of the Shares during the period the restrictions on transfer are applicable that is effected without the consent of the Committee, the reduction in the number of Shares subject to the Option granted pursuant to Section 6 will occur automatically as of the date of that transfer, conveyance or pledge. If an Eligible Employee terminates employment with or retires from the Company prior to the time restrictions on transfer lapse, then the restrictions on transfer automatically shall be deemed to have been waived by the Committee effective as of the time of termination or retirement." 5. Section 6 of the Plan is hereby amended by deleting the first paragraph thereof and by substituting therefor the following: "Each Eligible Employee who elects to purchase Shares, as described in Section 5 above, shall be granted an option to purchase Shares in an amount equal to three (3) times the aggregate number of Shares issued to him under the provisions of Section 5 above, subject to reduction if the restrictions on transfer described in Section 5 are waived." 6. Section 6 of the Plan is hereby amended by deleting the existing Subsection (b) thereof and by substituting therefor the following: "(b) state the option price which shall be the fair market value of the Shares as of the date designated by the Committee, which fair market value shall be determined in accordance with Section 5(i), (ii) or (iii) of the Plan;" 7. Section 6 of the Plan also is hereby amended by deleting from Subsection (h) thereof the following: ", reducing the resultant product by the number of Shares which the Eligible Employee has previously purchased under the Option". 8. Section 7 of the Plan shall be amended by deleting therefrom the phrase: "equal in value to fifteen (15%) percent of the fair market value of Shares an Eligible Employee has elected to purchase,". Except as specifically amended by this First Amendment, the Plan shall remain in full force and effect as prior to this First Amendment. IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed on the day and year first above written. MORRISON INCORPORATED
By: /s/ E. E. Bishop

Title: Chief Executive Officer

Title: Chief Executive Officer ATTEST:

/s/ Pfilip G. Hunt Title:Secretary

[CORPORATE SEAL]

SECOND AMENDMENT TO MORRISON INCORPORATED 1987 STOCK BONUS AND NON-QUALIFIED STOCK OPTION PLAN THIS SECOND AMENDMENT is made as of the 27th day of June, 1991, by MORRISON INCORPORATED, a corporation organized and doing business under the laws of the State of Delaware (the "Company"); W I T N E S S E T H: WHEREAS, the Company has previously adopted the Morrison Incorporated 1987 Stock Bonus and NonQualified Stock Option Plan, effective November 30, 1986 (the "Plan"); and WHEREAS, the Company desires to amend the Plan to clarify certain transferability and exercisability provisions under the Plan; and WHEREAS, the Board of Directors of the Company has approved the adoption of the amendment contained herein; NOW, THEREFORE, the Plan is hereby amended, effective as of June 27, 1991, by adding the following as the new second paragraph to Plan Section 5: "The right to make the election to purchase may not be transferred other than to the extent specifically permitted by the will of the Eligible Employee or the laws of descent and distribution, and, in any event, the election may be made during the lifetime of the Eligible Employee only by the Eligible Employee or by his guardian or by his legal representative." Except as specifically amended by this Second Amendment, the Plan shall remain in full force and effect as prior to this Second Amendment. IN WITNESS WHEREOF, the Company has caused this Second Amendment to be executed as of the day and year first above written. MORRISON INCORPORATED
By: Title: /s/ E. E. Bishop Chairman of the Board and Chief Executive Officer

ATTEST: /s/ Pfilip G. Hunt Title:Secretary

[CORPORATE SEAL]

SECOND AMENDMENT TO MORRISON INCORPORATED 1987 STOCK BONUS AND NON-QUALIFIED STOCK OPTION PLAN THIS SECOND AMENDMENT is made as of the 27th day of June, 1991, by MORRISON INCORPORATED, a corporation organized and doing business under the laws of the State of Delaware (the "Company"); W I T N E S S E T H: WHEREAS, the Company has previously adopted the Morrison Incorporated 1987 Stock Bonus and NonQualified Stock Option Plan, effective November 30, 1986 (the "Plan"); and WHEREAS, the Company desires to amend the Plan to clarify certain transferability and exercisability provisions under the Plan; and WHEREAS, the Board of Directors of the Company has approved the adoption of the amendment contained herein; NOW, THEREFORE, the Plan is hereby amended, effective as of June 27, 1991, by adding the following as the new second paragraph to Plan Section 5: "The right to make the election to purchase may not be transferred other than to the extent specifically permitted by the will of the Eligible Employee or the laws of descent and distribution, and, in any event, the election may be made during the lifetime of the Eligible Employee only by the Eligible Employee or by his guardian or by his legal representative." Except as specifically amended by this Second Amendment, the Plan shall remain in full force and effect as prior to this Second Amendment. IN WITNESS WHEREOF, the Company has caused this Second Amendment to be executed as of the day and year first above written. MORRISON INCORPORATED
By: Title: /s/ E. E. Bishop Chairman of the Board and Chief Executive Officer

ATTEST: /s/ Pfilip G. Hunt Title:Secretary

[CORPORATE SEAL]

THIRD AMENDMENT TO THE MORRISON INCORPORATED 1987 STOCK BONUS AND NON-QUALIFIED STOCK OPTION PLAN THIS THIRD AMENDMENT, made this 31 day of March, 1993, by Morrison Restaurants Inc., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the "Company"); W I T N E S S E T H:

THIRD AMENDMENT TO THE MORRISON INCORPORATED 1987 STOCK BONUS AND NON-QUALIFIED STOCK OPTION PLAN THIS THIRD AMENDMENT, made this 31 day of March, 1993, by Morrison Restaurants Inc., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the "Company"); W I T N E S S E T H: WHEREAS, the Company maintains the Morrison Incorporated 1987 Stock Bonus and Non-Qualified Stock Option Plan under an indenture which became effective as of November 30, 1986 and which was last amended by an indenture dated as of June 27, 1991 (the "Plan"); and WHEREAS, the Company desires to amend the Plan to provide for the extension of option periods in favor of certain optionees under certain circumstances; and WHEREAS, the Board of Directors of the Company has duly approved and authorized this amendment to the Plan; NOW, THEREFORE, the Company does hereby amend the Plan, effective immediately, as follows: 1. By substituting for all Plan references to the "Morrison Incorporated 1987 Stock Bonus and Non-Qualified Stock Option Plan" the title "Morrison Restaurants Inc. 1987 Stock Bonus and Non-Qualified Stock Option Plan." 2. By deleting the first sentence of Plan Section 2 and by substituting therefor the following: "The Plan shall be administered by a committee of not less than three (3) members of the Board of Directors of the Company who shall be appointed by the Board (the "Committee"); provided, however, that, as to any Eligible Employee who is not a `reporting person' for purposes of Section 16 of the Securities Exchange Act of 1934, the Committee may delegate to any member of the Board of Directors of the Company the authority contemplated by Plan Section 6(j)." 3. By deleting Plan Section 6(g) and by substituting therefor the following: "(g) provide that if the employment of the Eligible Employee terminates prior to the fifth (5th) anniversary of the date of the grant of the Option, the Option shall terminate at that time, except as provided in Sections 6(h), (i) and (j) below;". 4. By deleting the period at the end of Plan Section 6(i) and by substituting therefor a semi-colon. 5. By adding a new Plan Section 6(j) as follows: "(j) Notwithstanding anything to the contrary in this Section 6, the term of any Option previously granted under the terms of the Plan to an Eligible Employee who suffers a termination of employment for any reason may be extended by the Committee in its sole discretion for any period not longer than the original option term, as determined pursuant to Plan Section 6(d)." Except as specifically amended hereby, the Plan shall remain in full force and effect as prior to the adoption of this Third Amendment. IN WITNESS WHEREOF, the Company has caused this Third Amendment to be executed on the day and year first above written. MORRISON RESTAURANTS INC.
By: /s/ Samuel E. Beall, III

Title: President & Chief Executive Officer ATTEST:

By: /s/ Pfilip G. Hunt Title: Sr. Vice President, General Counsel & Secretary

(CORPORATE SEAL)

MORRISON RESTAURANTS INC. EXECUTIVE LIFE INSURANCE PLAN TABLE OF CONTENTS I. PURPOSE. . . . . . . . . . . . . . . . . . . . . . . . II. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . III. PARTICIPATION. . . . . . . . . . . . . . . . . . . . . IV. ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . V. DIVIDENDS OR CREDITED INTEREST . . . . . . . . . . . . VI. OWNERSHIP. . . . . . . . . . . . . . . . . . . . . . . VII. COLLATERAL ASSIGNMENT OF SECURITY INTEREST . . . . . . VIII.ANNUAL BENEFIT . . . . . . . . . . . . . . . . . . . . IX. ENFORCEMENT OF COLLATERAL ASSIGNMENT . . . . . . . . . X. TAX LIABILITY AND WITHHOLDING. . . . . . . . . . . . . XI. BENEFICIARY DESIGNATION. . . . . . . . . . . . . . . . XII. ERISA PLAN . . . . . . . . . . . . . . . . . . . . . . XIII.ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . XIV. CLAIM REVIEW PROCEDURE . . . . . . . . . . . . . . . . XV. LIMITATION OF ASSIGNMENT . . . . . . . . . . . . . . . XVI. LIMITATION OF RIGHTS . . . . . . . . . . . . . . . . . XVII.AMENDMENT TO OR TERMINATION OF THE PLAN. . . . . . . . XVIII. MISCELLANEOUS . . . . . . . . . . . . . . . . . . MORRISON RESTAURANTS INC. EXECUTIVE LIFE INSURANCE PLAN I. PURPOSE

MORRISON RESTAURANTS INC. EXECUTIVE LIFE INSURANCE PLAN TABLE OF CONTENTS I. PURPOSE. . . . . . . . . . . . . . . . . . . . . . . . II. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . III. PARTICIPATION. . . . . . . . . . . . . . . . . . . . . IV. ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . V. DIVIDENDS OR CREDITED INTEREST . . . . . . . . . . . . VI. OWNERSHIP. . . . . . . . . . . . . . . . . . . . . . . VII. COLLATERAL ASSIGNMENT OF SECURITY INTEREST . . . . . . VIII.ANNUAL BENEFIT . . . . . . . . . . . . . . . . . . . . IX. ENFORCEMENT OF COLLATERAL ASSIGNMENT . . . . . . . . . X. TAX LIABILITY AND WITHHOLDING. . . . . . . . . . . . . XI. BENEFICIARY DESIGNATION. . . . . . . . . . . . . . . . XII. ERISA PLAN . . . . . . . . . . . . . . . . . . . . . . XIII.ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . XIV. CLAIM REVIEW PROCEDURE . . . . . . . . . . . . . . . . XV. LIMITATION OF ASSIGNMENT . . . . . . . . . . . . . . . XVI. LIMITATION OF RIGHTS . . . . . . . . . . . . . . . . . XVII.AMENDMENT TO OR TERMINATION OF THE PLAN. . . . . . . . XVIII. MISCELLANEOUS . . . . . . . . . . . . . . . . . . MORRISON RESTAURANTS INC. EXECUTIVE LIFE INSURANCE PLAN I. PURPOSE This Plan provides a select group of management or highly compensated employees of the Company and its affiliates with assistance in purchasing individual life insurance coverage. II. DEFINITIONS For the purposes of the Plan, the following terms shall have the meanings indicated: A. "Annual Benefit" means the annual premium paid by the Company on behalf of each participant during a Plan Year. B. "Beneficiary" means the person or persons designated as such in accordance with Section XI.

C. "Board" means the Board of Directors of Morrison Restaurants Inc. D. "Company" means Morrison Restaurants Inc. E. "Compensation" means a level of compensation paid or previously paid to an Employee, to a maximum of $1,000,000, as determined by the Board on an annualized basis for each participant for purposes of Section VIII. F. "Economic Benefit" means the annually calculated cost of the Employee's net insurance benefit, based on the lesser of the Insurer's non-convertible term rates and the Internal Revenue Service published "PS-58" rates. G. "Employee" means, except as provided in Section IV, an employee from among a select group of management or highly compensated employees of the Company or any of its affiliates who is selected by the Board, in its sole discretion, to be eligible to participate in the Plan. H. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. I. "Final Compensation" means the highest level of Compensation determined by the Board for an Employee during his or her participation in the Plan. J. "Insurer" means the insurance company chosen to issue a Policy on the life of the Employee. K. "Net Premium Outlay" means, with respect to a Split Dollar Policy and at any given time, the sum of the premiums paid by the Company on the Split Dollar Policy, less the amount of cumulative bonuses paid to the Employee not to exceed the aggregate Economic Benefit costs, as calculated by the Company, less the amount of any outstanding borrowing by the Company against the Split Dollar Policy. L. "Plan" means the Morrison Restaurants Inc. Executive Life Insurance Plan. M. "Plan Administrator" means the organization or person designated by the Board to administer the Plan or, in the absence of any such designation, the Company. N. "Plan Year" means from January 1 to December 31. O. "Policy" refers to a life insurance policy that will be issued by the Insurer on the life of an Employee participating in this Plan. P. "Retirement" means an Employee's termination of employment with the Company and its affiliates following: 1. attainment of at least age fifty-five (55) and completion of at least ten (10) years of service with the Company and its affiliates; or 2. permanent disability, which shall be determined by a licensed physician selected by the Company. Q. "Split Dollar Life Insurance Agreement" means the agreement entered into between the Company and an Employee. R. "Split Dollar Policy" means the Policy controlled by the applicable Split Dollar Life Insurance Agreement. III. PARTICIPATION A. Eligibility An Employee shall become eligible to be a participant in the Plan as of the date he or she is notified in writing by the Plan Administrator of his or her eligibility. B. Insurability Notwithstanding Section III. A. above, an Employee shall not participate in the Plan unless and until he or she

satisfies the requirements for obtaining a Policy. C. Election Not to Participate An Employee may elect not to participate in the Plan at any time. Such election shall be in writing and shall become effective upon its receipt by the Plan Administrator. No compensation or benefits in place of participation in the Plan shall be paid to an Employee who elects not to participate. D. Cessation of Participation An Employee shall cease to be a Plan participant as of the date the Company ceases to make further premium payments on the Split Dollar Policy owned by the Participant at such time as determined by the Plan Administrator in its sole discretion, except as otherwise may be provided by the terms of the applicable Split Dollar Life Insurance Agreement. IV. ASSIGNMENT Subject to the Split Dollar Life Insurance Agreement and the collateral assignment in favor of the Company attached as Exhibit "A" thereto, an Employee may assign to one or more individuals or trustees all or any part of the Employee's right, title, claim, interest, benefit and all other incidents of ownership that the Employee may have in the Split Dollar Policy. Such assignee shall then have all rights and obligations that have been assigned. In the event that there has been such an assignment, the term "Employee" shall mean the Employee's assignee (or any subsequent assignee) as the context requires unless the assignee is the Company. V. DIVIDENDS OR CREDITED INTEREST All dividends or credited interest paid on an Employee's Split Dollar Policy while such Employee is a participant in this Plan will be applied to purchase additional life insurance within the Split Dollar Policy on the life of the Employee. VI. OWNERSHIP The Employee will be the owner of the Split Dollar Policy and will hold the right to exercise all ownership rights granted by the terms of the Split Dollar Policy, except to the extent such rights are specifically limited by the terms of the Plan or the applicable Split Dollar Life Insurance Agreement. VII. COLLATERAL ASSIGNMENT OF SECURITY INTEREST An Employee will be required to assign certain rights of the Employee in the Split Dollar Policy to the Company to secure the Company's rights under the Split Dollar Policy. This assignment will be made by the Employee's execution of a Split Dollar Life Insurance Agreement and the collateral assignment attached thereto as Exhibit "A" at the time the Employee becomes a participant in the Plan. The Company will not assign its security interest in the Split Dollar Policy to anyone other than the Employee. VIII.ANNUAL BENEFIT The Annual Benefit provided to an Employee participating in the Plan shall be an amount equal to a premium amount, together with the portion of the premium amount paid by the Employee, necessary to maintain in effect the Split Dollar Policy for that Plan Year at a level of life insurance coverage as follows: A. During Employment If the Employee dies prior to termination of employment with the Company and any of its affiliates, the Employee's Beneficiary would be entitled to receive as a death benefit under the Split Dollar Policy an amount equal to the Employee's Final Compensation multiplied by four (4), rounded to the next highest $1,000, less the amount of the Employee's group term life insurance coverage then provided by the Company. B. After Retirement

At the time of an Employee's Retirement, the Split Dollar Policy's cash surrender value would be intended to be sufficient to provide a post- retirement death benefit equal to the Employee's Final Compensation multiplied by two (2), rounded to the next highest $1,000. The Company does not guarantee the sufficiency of its premium payment assistance to maintain the level of insurance coverages described in this Section VIII. IX. ENFORCEMENT OF COLLATERAL ASSIGNMENT Upon an Employee's cessation of participation in the Plan, the Company shall withdraw or borrow from or against the Split Dollar Policy an amount equal to its Net Premium Outlay or, where applicable, the full cash surrender value of the Split Dollar Policy and, if applicable, the amount of any tax withholding obligations as described in Section X. Upon recovering such amounts, the Company will reassign its rights in the Split Dollar Policy to the Employee, and the Employee's rights with respect to the Split Dollar Policy will be unrestricted. X. TAX LIABILITY AND WITHHOLDING The rights of an Employee in the Split Dollar Policy may cause the Employee to be treated as having gross income for federal, state or local income tax purposes. These circumstances may also impose upon the Company an obligation to deduct and collect federal, state or local withholding taxes. Unless the Employee otherwise provides the Company the amounts it is required to withhold, the Company may satisfy its withholding obligations by borrowing against the Split Dollar Policy in an amount equal to its withholding tax liability. XI. BENEFICIARY DESIGNATION The Employee shall have the right, at any time, to designate any person or persons as the Beneficiary to whom payment under the Plan shall be made in the event of the Employee's death. The filing of a new Beneficiary designation form, when accepted by the Insurer, will cancel any Beneficiary designation previously filed. If an Employee fails to designate a Beneficiary as provided above, or if all designated Beneficiaries predecease the Employee or die prior to the complete distribution of the Employee's death benefits, the Employee's death benefits shall be paid to the Employee's then surviving spouse, or, if none, to the Employee's estate, unless directed otherwise by the court that has jurisdiction over the assets belonging to the Employee's probate estate. XII. ERISA PLAN This Plan is covered by Title I of ERISA as a welfare benefit plan. The Company is the "named fiduciary" of the Plan. XIII.ADMINISTRATION OF THE PLAN A. Operation of the Plan Administrator The Company shall be the Plan Administrator, unless it appoints another Plan Administrator. If an organization is appointed to serve as the Plan Administrator, then the Plan Administrator may designate in writing a person who may act on behalf of the Plan Administrator. The Company shall have the right to remove the Plan Administrator at any time by notice in writing. The Plan Administrator may resign at any time by written notice of resignation to the Company. Upon removal or resignation, or in the event of the dissolution of the Plan Administrator, the Company shall appoint a successor. B. Duties of the Plan Administrator 1. The Plan Administrator shall perform any act which the Plan authorizes or requires of the Plan Administrator by action taken in compliance with the Plan and may designate in writing other persons to carry out its duties under the Plan. The Plan Administrator may employ persons to render advice with regard to any of the Plan Administrator's duties. 2. The Plan Administrator shall from time to time establish rules, not contrary to the provisions of the Plan, for the administration of the Plan and the transaction of its business. All elections and designations under the Plan by a participating Employee or Beneficiary shall be made on forms prescribed by the Plan Administrator. The Plan

Administrator shall have discretionary authority to construe the terms of the Plan and shall determine all questions arising in the administration, interpretation and application of the Plan, including, but not limited to, those concerning eligibility for benefits and it shall not act so as to discriminate in favor of any person. All determinations of the Plan Administrator shall be conclusive and binding on all Employees and Beneficiaries, subject to the provisions of the Plan and subject to applicable law. 3. The Plan Administrator shall furnish Employees and Beneficiaries with all disclosures now or hereafter required by ERISA. The Plan Administrator shall file, as required, the various reports and disclosures concerning the Plan and its operations as required by ERISA and by the Internal Revenue Code, and shall be solely responsible for establishing and maintaining all records of the Plan. 4. The statement of specific duties for a Plan Administrator in this Section is not in derogation of any other duties which a Plan Administrator has under the provisions of the Plan or under applicable law. 5. The Company shall indemnify and hold harmless each person constituting the Plan Administrator from and against any and all claims and expenses (including, without limitation, attorney's fees and related costs) arising in connection with the performance by the person of his or her duties in that capacity, other than any of the foregoing arising in connection with the willful neglect or willful misconduct of the person acting. C. Action by the Company Any action to be taken by the Company shall be taken by resolution or written direction duly adopted by the Board or appropriate governing body, as the case may be; provided, however, that by such resolution or written direction, the Board or appropriate governing body, as the case may be, may delegate to any officer or other appropriate person of the Company the authority to take any such actions as may be specified in such resolution or written direction, other than the power to amend or terminate the Plan or to determine the basis of any payment obligations of the Company. XIV. CLAIM REVIEW PROCEDURE A. In the event that an Employee or Beneficiary is denied a claim for benefits under the Plan, the Plan Administrator shall provide to such claimant written notice of the denial which shall set forth: 1. the specific reasons for the denial; 2. specific references to the pertinent provisions of the Plan on which the denial is based; 3. 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 4. an explanation of the Plan's claim review procedure. B. After receiving written notice of the denial of a claim, a claimant or his or her representative may: 1. request a full and fair review of such denial by written application to the Plan Administrator; 2. review pertinent documents; and 3. submit issues and comments in writing to the Plan Administrator. C. If the claimant wishes such a review of the decision denying his or her claim to benefits under the Plan, he or she must submit such written applications to the Plan Administrator within sixty (60) days after receiving written notice of the denial. D. Upon receiving such written application for review, the Plan Administrator may schedule a hearing for purposes of reviewing the claimant's claim, which hearing shall take place not more than thirty (30) days from the date on which the Plan Administrator received such written application for review. E. At least ten (10) days prior to the scheduled hearing, the claimant and his or her representative designated in writing by him or her, if any, shall receive written notice of the date, time, and place of such scheduled hearing. The claimant or his or her representative, if any, may request that the hearing be rescheduled, for his or her

convenience, on another reasonable date or at another reasonable time or place. F. All claimants requesting a review of the decision denying their claim for benefits may employ counsel for purposes of the hearing. G. No later than sixty (60) days following the receipt of the written application for review, the Plan Administrator shall submit its decision on the review in writing to the claimant involved and to his or her representative, if any; provided, however, a decision on the written application for review may be extended, in the event special circumstances such as the need to hold a hearing require an extension of time, to a day no later than one hundred twenty (120) days after the date of receipt of the written application for review. The decision shall include specific reasons for the decision and specific references to the pertinent provisions of the Plan on which the decision is based. XV. LIMITATION OF ASSIGNMENT A. No benefit which shall be payable under the Plan to any person shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void; and no such benefit shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person, nor shall it be subject to attachment or legal process for, or against, such person, and the same shall not be recognized under the Plan, except to such extent as may be required by law. Nothing herein shall be deemed to invalidate any collateral assignment executed by an Employee in favor of the Company pursuant to the terms of a Split Dollar Life Insurance Agreement. B. If any person who shall be entitled to any benefit under the Plan shall become bankrupt or shall attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge such benefit under the Plan, then the payment of any such benefit in the event an Employee or Beneficiary is entitled to payment shall, in the discretion of the Plan Administrator, cease and terminate and in that event the Plan Administrator shall hold or apply the same for the benefit of such person, his or her spouse, children, other dependents or any of them in such manner and in such proportion as the Plan Administrator shall determine. XVI. LIMITATION OF RIGHTS Membership in the Plan shall not give any Employee any right or claim except to the extent that such right is specifically fixed under the terms of the Plan. The adoption of the Plan by the Company shall not be construed to give any Employee a right to be continued in the employ of the Company or any of its affiliates or as interfering with the right of the Company or any of its affiliates to terminate the employment of any Employee at any time. XVII.AMENDMENT TO OR TERMINATION OF THE PLAN The Company reserves the right at any time to modify or amend or terminate the Plan. No such modifications or amendments shall have the effect of retroactively changing or depriving Employees or Beneficiaries of benefits already accrued under the Plan. XVIII. MISCELLANEOUS A. All payments provided under the Plan shall be paid from the general assets of the Company and no separate fund shall be established to secure payment. B. The Company shall withhold from any benefits payable under the Plan all federal, state and local income taxes or other taxes required to be withheld pursuant to applicable law. C. By maintaining the Plan and providing the Annual Benefits described herein, the Company makes no agreement, expressed or implied, or other representation relating to the amount or nature of benefits payable under any Policy, the ability of any insurer to provide benefits under any Policy or the federal, state or local tax consequences resulting from execution of a Split Dollar Life Insurance Agreement. D. Participation in the Plan shall not be construed as providing any evidence of an agreement, express or implied, to retain an Employee in the employ of the Company or any of its affiliates.

E. To the extent not preempted by applicable federal law, the Plan shall be governed by and construed in accordance with the laws of the State of Alabama. F. The captions of the sections and paragraphs of the Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions. IN WITNESS WHEREOF, the Company has executed this Plan as of the 9th day of February , 1994. MORRISON RESTAURANTS INC.
By: Title: ATTEST: /s/ Pfilip G. Hunt Title: Senior Vice President, General Counsel & Secretary /s/ Samuel E. Beall, III President and Chief Executive Officer

MORRISON RESTAURANTS INC. PERFORMANCE STOCK RIGHTS AGREEMENT THIS AGREEMENT is made and entered into as of this 1st day of July, 1993, by and between MORRISON RESTAURANTS INC., a Delaware corporation (the "Company") and SAMUEL E. BEALL, III (the "Recipient"). Background A. The Company has adopted the Morrison Restaurants Inc. Stock Incentive Plan (the "Plan") for the purpose of securing and retaining the services of officers and key employees of the Company and its affiliates by promoting and increasing their personal interests in the welfare of the Company and by providing incentive to those who are primarily responsible for the operations of the Company and for shaping and carrying out the long-range plans of the Company and aiding in its continued growth and financial success. B. The Compensation and Stock Option Committee of the Board of Directors of the Company (the "Committee") has authorized the grant to Recipient of performance stock rights under Section 3.7 of the Plan to receive a specified number of shares of the common stock, par value $.01 per share, ("Common Stock") of the Company subject to the conditions stated herein. C. The Company and Recipient wish to confirm herein the terms, conditions, and restrictions of the performance stock rights. For and in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the parties hereto agree: Section 1 Award of Performance Stock Rights 1.1 Award of Performance Stock Rights. Subject to the terms, restrictions, limitations, and conditions stated herein and in the Plan, the Company hereby awards to Recipient the conditional right to be paid up to an aggregate of 50,000 shares of Common Stock at the time or times and subject to the conditions stated herein (the "Performance Stock"). 1.2 Grant of Performance Stock upon Attainment of Award Levels. The Recipient shall be granted the number of shares of Performance Stock indicated below if the Average Price indicated below for an Award Level is first

MORRISON RESTAURANTS INC. PERFORMANCE STOCK RIGHTS AGREEMENT THIS AGREEMENT is made and entered into as of this 1st day of July, 1993, by and between MORRISON RESTAURANTS INC., a Delaware corporation (the "Company") and SAMUEL E. BEALL, III (the "Recipient"). Background A. The Company has adopted the Morrison Restaurants Inc. Stock Incentive Plan (the "Plan") for the purpose of securing and retaining the services of officers and key employees of the Company and its affiliates by promoting and increasing their personal interests in the welfare of the Company and by providing incentive to those who are primarily responsible for the operations of the Company and for shaping and carrying out the long-range plans of the Company and aiding in its continued growth and financial success. B. The Compensation and Stock Option Committee of the Board of Directors of the Company (the "Committee") has authorized the grant to Recipient of performance stock rights under Section 3.7 of the Plan to receive a specified number of shares of the common stock, par value $.01 per share, ("Common Stock") of the Company subject to the conditions stated herein. C. The Company and Recipient wish to confirm herein the terms, conditions, and restrictions of the performance stock rights. For and in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the parties hereto agree: Section 1 Award of Performance Stock Rights 1.1 Award of Performance Stock Rights. Subject to the terms, restrictions, limitations, and conditions stated herein and in the Plan, the Company hereby awards to Recipient the conditional right to be paid up to an aggregate of 50,000 shares of Common Stock at the time or times and subject to the conditions stated herein (the "Performance Stock"). 1.2 Grant of Performance Stock upon Attainment of Award Levels. The Recipient shall be granted the number of shares of Performance Stock indicated below if the Average Price indicated below for an Award Level is first attained after June 1, 1993 during its Corresponding Determination Year: Number of Corresponding Award Level Average Price Shares Issuable Determination Year
One Two Three Four Five $34.50 $39.675 $45.626 $52.470 $60.341 10,000 10,000 10,000 10,000 10,000 June June June June June 1, 1, 1, 1, 1, 1993 1994 1995 1996 1997 May May May May May 31,1994 31,1995 31,1996 31,1997 31,1998

No Shares of Performance Stock shall be issuable because an Award Level is attained in any Determination Year other than the Corresponding Determination Year for that Award Level, except as provided below: (a) if an Award Level is first attained after June 1, 1993 in a Determination Year occurring prior to the Corresponding Determination Year for that Award Level, the Recipient shall be issued, subject to Section 1.4 below, those shares of Performance Stock issuable with respect to attainment of that Award Level; and (b) if an Award Level is attained in its Corresponding Determination Year, the Recipient shall be issued those shares of Performance Stock issuable with respect to attainment of that Award Level plus those shares of Performance Stock issuable with respect to attainment of lesser Award Levels, but which have not been

previously issued to the Recipient. 1.3 Grant of Performance Stock upon a Triggering Event. If there is a Triggering Event and the Triggering Event Price exceeds $30.00, the Recipient shall be entitled to a grant of a number of shares of Performance Stock determined pursuant to the following formula: 50,000 multiplied by X, reduced by Y. In the foregoing formula, "X" is the lesser of (a) the (Triggering Event Price minus $30) divided by $30.341 or (b) one (1) and "Y" is the number of shares of Performance Stock which previously became issuable to the Recipient under Section 1.2. No shares of Performance Stock shall be issuable with respect to any subsequent Triggering Event occurring after the occurrence of the first Triggering Event. If the formula in this Section 1.3 produces a negative number, the Recipient shall not be entitled to any grant of Performance Stock pursuant to this Section 1.3; however, the Recipient shall not be required to return any shares of Performance Stock previously issued to him pursuant to Section 1.2 above. 1.4 Forfeiture of Performance Stock Issued upon Attainment of an Award Level. Shares of Performance Stock issued due to attainment of Award Level Two, Three, Four or Five are subject to forfeiture if the Award Level is attained in a Determination Year earlier than the Corresponding Determination Year for that Award Level, as determined in accordance with Section 1.2 above. Shares of Performance Stock issued due to attainment of an Award Level in a Determination Year prior to its Corresponding Determination Year shall be forfeited in the event of the Recipient's voluntary Termination of Employment, other than a Termination of Employment due to Constructive Discharge or death, or a Termination of Employment for Cause prior to the first to occur of the following dates: (a) the date of attainment of that Award Level again in its Corresponding Determination Year; or (b) the last day of the Corresponding Determination Year for that Award Level. 1.5 Issuance of Stock Certificate. If shares of Performance Stock become issuable to the Recipient due to attainment of an Award Level or a Triggering Event, a stock certificate will be issued as soon as practicable following the related Award Date or the Triggering Event, as applicable, to the Recipient for the appropriate number of shares; provided, however, that no shares of Performance Stock shall be issued unless and until the grant of Performance Stock rights evidenced by this Agreement is approved by the stockholders of the Company. 1.6 Shares of Performance Stock held by Share Custodian. The Recipient hereby authorizes and directs the Company to deliver to the Share Custodian a stock certificate issued by the Company and representing any shares of Performance Stock subject to forfeiture in accordance with Section 1.4 above due to the attainment of an Award Level prior to its Corresponding Determination Year, as well as any stock certificate issuable to Recipient due to an event described in Section 3.1 below and any cash dividends paid with respect to shares held by the Share Custodian. The Share Custodian shall hold any such stock certificates and any cash dividends until the first to occur of the events listed below and shall deliver the stock certificates and any cash dividends to either the Recipient or the Company depending upon which event occurs first, as indicated below: (a) if the Award Level is attained again in the Corresponding Determination Year, any stock certificate representing shares of Performance Stock issued due to the prior attainment of that Award Level, stock certificates issued with respect thereto pursuant to Section 3.1 below and cash dividends paid with respect to shares held by the Share Custodian, shall be delivered to the Recipient; (b) upon the attainment of the last day of the Corresponding Determination Year for an Award Level, any stock certificate representing shares of Performance Stock issued due to the prior attainment of that Award Level in an earlier Determination Year, stock certificates issued with respect thereto pursuant to Section 3.1 below and cash dividends paid with respect to shares held by the Share Custodian, shall be delivered to the Recipient; (c) upon the Recipient's death or voluntary Termination of Employment due to Constructive Discharge, or upon a Termination of Employment by the Company other than for Cause, all stock certificates then held by the Share Custodian, stock certificates issued with respect thereto pursuant to Section 3.1 below and cash dividends paid with respect to shares held by the Share Custodian, shall be delivered to the Recipient; or (d) upon the Recipient's voluntary Termination of Employment, other than a Termination of Employment due to Constructive Discharge, or upon a Termination of Employment for Cause, all stock certificates then held by the Share Custodian, stock certificates issued with respect thereto pursuant to Section 3.1 below and cash dividends paid with respect to shares held by the Share Custodian, shall be delivered to the Company.

Recipient hereby irrevocably appoints the Share Custodian as the true and lawful attorney-in-fact of Recipient with the full power and authority to execute any stock transfer power or other instrument necessary to transfer shares of Performance Stock and other stock certificates held by the Share Custodian to the Company in accordance with this Section 1.6 in the name of Recipient. The Shares Custodian's term of appointment shall expire on June 1, 1998. 1.7 Condition to Issuance or Release of Performance Stock Certificate. As a condition precedent to the issuance of any stock certificate pursuant to Section 1.5 hereof or the release of any stock certificate pursuant to Section 1.6 hereof, Recipient shall first pay to the Company an amount sufficient to satisfy applicable federal, state and local withholding tax requirements. 1.8 Rights as Stockholder. Recipient shall have no rights as a stockholder with respect to any shares of Performance Stock issuable pursuant to Section 1.2 or 1.3 hereof until a stock certificate for the shares is issued in Recipient's name. No adjustments shall be made pursuant to Section 3.1 hereof for dividends paid or declared on or with respect to Common Stock in cash, securities other than Common Stock, or other property for which the record date is prior to the date the stock certificate is issued. During the period that shares of Performance Stock are held by the Share Custodian, Recipient shall be entitled to all rights attendant to shares of Common Stock not so held, except as follows: (a) if additional shares of Common Stock become issuable to Recipient due to an event described in Section 3.1 below, any stock certificate representing such shares shall be delivered to the Share Custodian and those shares of Common Stock shall be subject to forfeiture to the same extent as the shares of Performance Stock to which they relate; and (b) if any cash dividends are paid with respect to shares of Performance Stock held by the Share Custodian, those cash dividends shall be delivered to the Share Custodian who shall, in turn, deliver the cash dividends with the shares of Performance Stock to which they relate to either the Recipient or the Company, as determined pursuant to Section 1.6 above. 1.9 Registration of Performance Stock. The Company will use its best efforts to assure that the shares of Performance Stock will be registered for issuance to Recipient under the Securities Act of 1933 at the time or times of issuance. Section 2 Restrictions on Transfer of Performance Stock Rights and Shares of Performance Stock 2.1 Non-Transferability of Performance Stock Rights. The Performance Stock rights shall not be transferable or assignable by the Recipient. 2.2 Non-Transferability of Performance Stock. Recipient shall effect no Disposition of shares of Performance Stock issued to him pursuant to Section 1.2 during the applicable Restriction Period; provided, however, that this provision shall not preclude the following transfers: (a) by Recipient to a trust of which the Recipient is the grantor, the initial trustee and the primary income beneficiary; or (b) in the event of the death of the Recipient, by will or the laws of descent and distribution. 2.3 Legends. Each certificate representing the shares of Performance Stock issued prior to the end of the applicable Restriction Period for such shares shall be endorsed with a legend in substantially the following form and Recipient shall not make any transfer of the shares of Performance Stock represented by the certificate without first complying with the restrictions on transfer described in this Agreement: transfer is restricted the securities evidenced by this certificate are subject to restrictions on transfer set forth in a performance stock rights agreement dated ______, a copy of which is available from the company. Recipient agrees that the Company may also endorse any other legends regarding applicable federal or state securities laws. The Company need not register a transfer of the shares of Performance Stock, and may also instruct its transfer agent not to register the transfer of the shares of Performance Stock, unless the conditions referred to in the foregoing legend are satisfied.

2.4 Removal of Legend and Transfer Restrictions. The restrictions described in the legend set forth in Section 2.3 hereof and any related stop transfer instructions may be removed and the Company shall issue a replacement certificate without that portion of the legend to the Recipient as of the day following the last day of the Restriction Period applicable to those shares of Performance Stock represented by the certificate. Section 3 General Provisions 3.1 Change in Capitalization, Etc. If the number of outstanding shares of Common Stock shall be increased or decreased as a result of a subdivision or combination of shares or the payment of a stock dividend in shares of Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of Common Stock outstanding is effected without receipt of consideration by the Company, an appropriate adjustment shall be made by the Committee in the number of unissued shares of Performance Stock such that Recipient's proportionate interest shall be maintained as before the occurrence of the event. All adjustments made by the Committee under this Section shall be final, binding and conclusive. 3.2 Governing Laws. This Agreement shall be construed, administered and enforced according to the laws of the State of Alabama; provided, however, no shares of Performance Stock shall be issued except, in the reasonable judgment of the Committee, in compliance with exemptions under applicable state securities laws of the state in which Recipient resides and any other applicable securities laws. 3.3 Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, successors and permitted assigns of the parties. 3.4 Notice. Except as otherwise specified herein, all notices and other communications under this Agreement shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the proposed recipient at the last known address of the recipient. Any party may designate any other address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein. 3.5 Severability. In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein. 3.6 Entire Agreement. Subject to the terms and conditions of the Plan, this Agreement expresses the entire understanding and agreement of the parties with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. 3.7 Violation. Any Disposition of the Performance Stock rights or the shares of Performance Stock or any portion thereof not otherwise consistent with the terms of this Agreement shall be a violation of the terms of this Agreement and shall be void and without effect. 3.8 Headings. Section headings used herein are for convenience of reference only and shall not be considered in construing this Agreement. 3.9 Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. 3.10 No Employment Rights Created. Neither the establishment of the Plan nor the award of the Performance Stock rights hereunder shall be construed as giving Recipient the right to continued employment with the Company. 3.11 Certain Definitions. The capitalized terms in this Agreement have the meaning ascribed to them below or, where applicable and such terms are not otherwise defined in this Section, in the Plan:

(a) "Average Price" means the average of the closing sale prices for a share of Common Stock as reported on the NASDAQ/National Market System or, if the Common Stock is then listed on a national securities exchange, as reported by such exchange for twenty-two (22) consecutive trading days. (b) "Award Date" means the first business day following the date shares of Performance Stock become issuable pursuant to Section 1.2 above. There may be more than one potential Award Date in any Determination Year. (c) "Award Level" refers to the Average Price identified in the table set forth in Section 1.2 that must be achieved as of an Award Date to receive the number of shares set forth in that table. An Award Level is deemed attained as of its related Award Date. (d) "Constructive Discharge" means the Recipient's voluntary termination of employment immediately following a decision by the Board of Directors of the Company to: (i) reduce the Recipient's annual base salary, other than a reduction attributable to a decline in annual base salaries within the food service industry generally; (ii) relocate the Recipient without his consent to a location more than thirty-five (35) miles from the Company's current home office location; or (iii)any material reduction in the level of Recipient's responsibilities, position (including office, title and reporting relationships) or authority from the level in effect as of the date of this Agreement. (e) "Corresponding Determination Year" means the Determination Year that corresponds with the Award Level identified in the table set forth in Section 1.2. (f) "Determination Year" refers to one of five consecutive twelve-month periods beginning June 1, 1993 and ending May 31, 1998. (g) "Restriction Period" means, with respect to shares of Performance Stock issued with respect to a particular Award Level, the period commencing on the date the shares of Performance Stock are issued to the Recipient and ending on the earliest to occur of the following: (i) the date of the Recipient's Termination of Employment other than for Cause; (ii) the date of a Triggering Event occurring after the issuance of those shares of Performance Stock; or (iii) the fifth anniversary of the date the shares of Performance Stock were issued. (h) "Retirement" means termination of employment on or after the date Recipient is eligible for normal, early or disability retirement under the Morrison Restaurants Inc. Retirement Plan, as the same may be amended from time to time hereafter, or, if that plan is terminated hereafter, Recipient's eligibility shall be determined pursuant to the terms of that plan in effect on the date of its termination. (i) "Share Custodian" means the officer of the Company designated by the Committee to hold forfeitable shares of Performance Stock. (j) "Triggering Event" means any one of the following: (i) any date on which the Common Stock ceases to be publicly traded; (ii) any disposition, in one transaction or a series of related transactions, of more than twenty-five percent (25%) of the total assets, valued at cost, of the Company for consideration substantially less than the book value of the assets sold; or (iii)within six (6) months after the effective date of any merger or consolidation of the Company with another entity occurring on or before May 31, 1998, there is the Recipient's Termination of Employment (1) by the Company other than for Cause or (2) by the Recipient under circumstances constituting a Constructive Discharge. (k) "Triggering Event Price" means the Average Price determined over the twenty-two (22) consecutive trading day period ending on the date immediately preceding the date of the occurrence of a Triggering Event.

3.12 Survival of Restrictions. The restrictions in Section 2 hereof shall survive the termination of this Agreement. 3.13 Inconsistency with Plan. The terms of this Agreement shall be construed in a manner consistent with the terms of the Plan and, to the extent there is an inconsistency, the terms of the Plan shall govern. 3.14 Termination of Agreement. Except to the extent of issuing shares of Performance Stock previously earned pursuant to Section 1 above and as otherwise provided herein, this Agreement shall terminate as of the date shares of Performance Stock are no longer issuable in accordance with either Subsection (a) or (b) below: (a) no shares of Performance Stock shall be issuable with respect to an Award Date if that Award Date falls on or after the first to occur of the following dates: (a) the date of the Recipient's Termination of Employment for any reason; (b) the date of a Triggering Event; or (c) June 2, 1998; or (b) no shares of Performance Stock shall be issuable pursuant to Section 1.3 above (1) if a Triggering Event described in Section 3.11(j)(i) or 3.11(j)(ii) occurs after May 31, 1998 or (2) if a Triggering Event described in Section 3.11(j)(iii) occurs after November 30, 1998. 3.15 Stockholder Approval. If the stockholders of the Company fail to approve the grant of the Performance Stock rights evidenced by this Agreement within six (6) months hereof, the grant of such rights shall be deemed null and void. IN WITNESS WHEREOF, the parties have executed and sealed this Agreement on the day and year first set forth above. MORRISON RESTAURANTS INC.
By: /s/ E. E. Bishop Chairman of the Board

Title: ATTEST: /s/ Pfilip G. Hunt Title: Senior Vice President, General Counsel & Secretary

/s/ Samuel E. Beall, III SAMUEL E. BEALL, III

(SEAL)

May 20, 1994 Mr. Joseph Byrum 4272 Bit & Spur Road Mobile, Alabama 36608 Via Hand Delivery Dear Joe: This confirms the terms of the agreement which you and I have reached concerning your employment status following numerous discussions over the past two months or more. This letter, together with the Offer/Agreement and Waiver of Rights contained herein, represents a proposed employment and benefits package covering your status with Morrison Restaurants Inc. (the "Company"). Upon your acceptance, both of us will acknowledge our agreement with the terms and conditions specified in the Offer/ Agreement (the "Offer/Agreement") and Waiver of Rights (the "Waiver") set forth in this letter (the Offer/Agreement and Waiver collectively referred to herein as the "Agreement").

May 20, 1994 Mr. Joseph Byrum 4272 Bit & Spur Road Mobile, Alabama 36608 Via Hand Delivery Dear Joe: This confirms the terms of the agreement which you and I have reached concerning your employment status following numerous discussions over the past two months or more. This letter, together with the Offer/Agreement and Waiver of Rights contained herein, represents a proposed employment and benefits package covering your status with Morrison Restaurants Inc. (the "Company"). Upon your acceptance, both of us will acknowledge our agreement with the terms and conditions specified in the Offer/ Agreement (the "Offer/Agreement") and Waiver of Rights (the "Waiver") set forth in this letter (the Offer/Agreement and Waiver collectively referred to herein as the "Agreement"). In consideration of the terms and conditions contained in this Agreement, you and the Company agree as follows: OFFER/AGREEMENT This Offer/Agreement constitutes an offer to you by the Company, its affiliates and subsidiaries. It is important that you read and understand the terms of this Offer/Agreement in full and that if you decide to sign it, that you do so knowingly and voluntarily. To enable you to do that, we suggest that you consult with an attorney about this Offer/Agreement and your rights before signing it. You will not, however, waive or give up any rights or claims you may have against the Company that may arise after the date that you sign this Offer/Agreement. The Company's offer that is described in this Offer/Agreement will remain open and effective for twenty-one (21) days from May 20, 1994, the "Effective Date" of the Offer/Agreement. You have ample time to elect to accept or reject this offer within that time period. If you decide to sign the Offer/Agreement and waive your rights against the Company, you will have seven (7) days following the signing and return of the signed Offer/ Agreement to change your mind and revoke the Offer/Agreement. In other words, the Offer/Agreement will not be in effect until seven (7) days have passed following your signing. CONSIDERATION In consideration of the terms and conditions contained in this Offer/Agreement, you and the Company agree as follows: A. General Severance Factors 1. You are aware that the Company is trying to locate a purchaser for the Business and Industry (Education) assets of the Morrison Hospitality Group ("B&I"). Accordingly, this Offer/Agreement is conditioned on your positive participation, efforts and role in: (i) a smooth transition to the purchaser, (ii) continuing to motivate employees of B&I, (iii) acting as a positive influence and positive force on the B&I team, and (iv) continuing to generate earnings in accordance with your B&I strategic and financial plan (all such factors hereinafter collectively referred to as the "Smooth Transition"). The Offer/Agreement is voidable by the Company upon your failure to carry out your responsibilities for the Smooth Transition. 2. You will remain on the Company's payroll and in the event your status as a management employee of the Company is involuntarily terminated by the Company at any time within twelve (12) months from the date of this letter, then the Company will continue to employ you and to pay your then current base salary from the date of termination of that status for twelve (12) months, payable bi-weekly, plus a prorated bonus to the date of the involuntary termination of your status as a management employee, provided your strategic and financial plan earnings for B&I have been met through the date of involuntary termination. The 1-year guarantee of base salary and prorated bonus are hereinafter referred to as the "1-Year Compensation Guarantee". No 1-Year

Compensation Guarantee will be paid if you remain a management employee of the Company for the twelve (12) months following the date of this letter. You will not be eligible for any future bonuses other than the bonus referenced in this Section 2. 3. Following the later of the end of either continuation of your employment status as a management employee of the Company covering the twelve (12) months from the date of this letter or the period of the 1- Year Compensation Guarantee, you will remain employed by the Company to age 55 (the "Bridge Period"), with an annual salary during the Bridge Period, payable bi-weekly, being paid to you equal to the annual retirement payment amount which you would receive based on the retirement option you will be eligible for at age 55. In consideration of said salary, you shall provide consulting or other mutually agreed upon services during the Bridge Period. You will notify us 90 days before commencement of the Bridge Period of the retirement option that you will select at age 55, and the retirement option selected will not be changed. Your retirement plan calculations will be based on the Executive Supplemental Pension Plan (the "ESP") formula and will be determined by your current base salary as of the commencement of the Bridge Period. 4. Except as otherwise provided in this Paragraph 4, as an employee of the Company during the Bridge Period, you will be entitled to group medical, life and disability benefits which are made available from time to time to similarly situated employees. Also, since you will continue to be an employee to age 55, you will be entitled to any medical insurance benefits at age 55 which similarly situated employees are then entitled to who retire or terminate employment at that age. Effective as of the day immediately prior to the commencement of the Bridge Period (the "Conversion Date"), your participation in the Morrison Restaurants Inc. Executive Life Insurance Plan (the "ELIP") will cease; provided, however, that the terms of the Split Dollar Agreement, dated as of January 1, 1994, between you and the Company (the "Split Dollar Agreement"), are hereby modified effective as of the day immediately following the Conversion Date, as follows: (1) notwithstanding existing Sections III and and Section IV of the Split Dollar Agreement, premium payments and bonus payments by the Company shall continue during the Bridge Period notwithstanding the cessation of your participation in the ELIP; (2) notwithstanding existing Section VI of the Split Dollar Agreement, the death benefit payable to your designated beneficiary shall be four times your annual salary earned during the Bridge Period, rounded to the next highest $1,000 and reduced by any death benefit payable under any Company-provided group term life insurance coverage; and (3) notwithstanding existing Section VII of the Split Dollar Agreement, the Split Dollar Agreement, as so modified, shall terminate on the last day of the Bridge Period. As of the day immediately following the Conversion Date, the provisions of the Split Dollar Agreement not specifically modified hereby shall be construed by the parties in a manner consistent with the intent reflected by the foregoing modifications. 5. Your employee's share of medical insurance premium payments due the Company will be deducted from your bi-weekly salary. 6. Your Fiscal 1994 bonus will be based on actual. 7. You have the option of either returning to the Company or purchasing any Company automobile driven by you. If you elect to purchase, you may do so at the Hospitality Group's net book value as of the date that you cease management employee status. 8. All of your Stock Options which by the terms of their plan documents would otherwise expire upon a termination or change of your employment status with the Company will remain exercisable as you will remain an employee of the Company through the expiration of the Bridge Period and may be exercised when such Stock Options become exercisable under the terms of their plans. See Exhibit A for a listing of your stock options. Stock Options not exercised by their expiration date under the terms of their respective plans will automatically terminate. You will be subject to exercising the Stock Options as an employee of the Company and will be still fully subject to all the terms and conditions of such plans which are not in conflict with the exercise privilege extended to you under this Agreement. You will not be eligible for any stock options other than those listed on Exhibit A. 9. In return for the consideration paid you pursuant to the terms of this Offer/Agreement, you will sign a noncompetition agreement in which you will recognize and agree: (i) that you have established significant contacts and personal relationships dealing with the goodwill of the Company in the geographical area served by the B&I business being sold and the Company's health care business, and (ii) that you would develop numerous new

contacts with potential B&I and health care customers and potential contracts in the future. Therefore, you will agree that for a period of three (3) years from the Effective Date of this Offer/Agreement you will not, in the continental United States, compete with the Company, its successors and assigns, in the health care field. Additionally, you will also agree as a covenant and condition running in favor of the Company and any third party purchaser of B&I that for a period of three (3) years from the Effective Date of this Offer/Agreement you will not compete with such third party purchaser in the B&I field. 10. Following termination of your employment status with the Company, we agree to provide you with information covering your health insurance entitlements under COBRA and other employee benefits at termination. You will hear directly from the appropriate Company Benefits/Insurance Plan Administrator, explaining these matters at that time. 11. All compensation payments to you will be subject to applicable payroll deductions. 12. The Company acknowledges that you shall be indemnified by the Company against expenses, judgments, fines and amounts paid in settlement incurred in connection with threatened, pending or completed actions, suits or proceedings regarding the services you have rendered or may render as an employee of the Company, but only to the extent indemnification would be permitted by the indemnification provisions of Article XII of the ByLaws of the Company, as the same may be amended from time to time hereafter. B. Divestiture Incentive Program 1. In further consideration of your remaining with the Company and assisting the Company in effecting a closing of a transaction with a third party to purchase the assets of B&I and your participation, role and efforts in a Smooth Transition through the closing of the sale, the Company will pay you a commission as described in the chart set forth below on a sale by the Company of the B&I assets occurring on or before September 30, 1994. If the Company's net pre-tax sales price, including the full effect or charge due to cancellation and cessation of the grocery retail food service business, is:
At least $75 million but less than $80 million At least $80 million but less than $85 million At least $85 million but less than $90 million At least $90 million but less than $95 million At least $95 million Commission of $100,000

Commission of $200,000

Commission of $300,000

Commission of $400,000

Commission of $500,000

The "net pre-tax sales price", is defined as the gross amount of the purchase price of the B&I assets in the purchase contract, less the full effect or charge due to cancellation and cessation of the grocery retail food service business, and costs of the sale (including, but not limited to, legal, accounting, investment brokers, and Company employee severance packages). 2. Any commissions earned by you on this transaction will be paid by a setoff by the Company of the last installments of your purchase of the Morrison-Crothall stock described below. C. Morrison-Crothall Sale 1. In accordance with, and subject to, the more detailed terms and conditions of a definitive acquisition agreement between you, the Company and appropriate representatives of Crothall, the Company, upon the written approval of the appropriate representatives of Crothall, will sell you its interest in Morrison-Crothall stock for $400,000 (the "Crothall Purchase Price"). The Morrison-Crothall stock sale would be scheduled to close as soon as possible, but in no event no later than the end of the Company's Fiscal 1994. The Crothall Purchase Price shall accrue interest at the annual rate of 8%, beginning at the date of closing of such sale. Payment of the Crothall Purchase Price, and interest thereon, shall be delayed until a date one year following the closing date of such sale at which time you shall, 1) pay all interest accrued during the prior year on the outstanding principal

($32,000), and 2) beginning at the end of each quarter thereafter until paid in full, make equal quarterly payments of $50,000 ($200,000 annually), plus interest thereon as stated above. The Crothall Purchase Price and all notes and accounts receivables due the Company from Crothall will be evidenced by a promissory note executed by you. Such promissory note will be credited with any payments made by Crothall of notes and accounts receivables outstanding which are applicable to your promissory note. A definitive agreement will be entered into reflecting this arrangement, together with such other terms reasonably necessary to cause the Company to be relieved of any liability including, but not limited to, liability created by performance or other bonds and letters of credit given by Morrison for the benefit of Morrison-Crothall, with respect to its relationship with MorrisonCrothall. If you fail to timely make any payment due under your promissory note, you will undertake a cashless exercise of all options for Company stock granted during your term of employment as they first become exercisable in such amounts necessary to make such past due payments and, you further agree that any pre-tax cash resulting from a cashless exercise of those options will be applied to the past due sums under your promissory note. In addition, the Crothall Purchase Price and promissory note executed by you will be secured and guaranteed with 11,147 shares of Company stock which you and/or your spouse own, evidenced with an appropriate Stock Pledge/Guaranty & Collateral Assignment. You represent to the Company that the number of shares set forth above is all Company stock which you and/or your spouse own and which is not otherwise incumbered as of the date of this Offer/Agreement. D. General 1. Aside from the amounts to which you are entitled under the terms of this Offer/Agreement, you acknowledge that you have received any and all compensation and remuneration of any kind and character, including, but not limited to, salary, bonuses, vacation, stock options and severance pay, which you may be entitled to receive from the Company at any time now or in the future. Specifically, this Offer/Agreement is in lieu of any severance pay. 2. There are no other promises, agreements or understandings between you and the Company, and it is the intent of this Offer/Agreement that it embody any and all promises, agreements and understandings between yourself and the Company. No changes or modifications may be made in the terms stated in this Offer/Agreement unless made in writing and signed by yourself and an authorized representative of the Company. This Offer/Agreement will inure to the benefit of, and will be binding on both parties, and their personal representatives, heirs, successors and assigns. 3. If you decide to accept the Company's offer under this Offer/Agreement, please sign within twenty-one (21) days and return the Agreement and the Waiver to me, the undersigned Company Representative. By signing this Agreement on behalf of the Company, I am indicating the Company's intent to make you this offer and to be bound by its offer. If there are any questions which need clarification, please let me know immediately in order that we can discuss and resolve them. 4. The Company's offer under this Offer/Agreement will be left open until June 10, 1994. If you have not executed this Offer/Agreement on or before the close of business on June 10, 1994, then the Company's offer is withdrawn. 5. It is understood and agreed that if any provision or part of this Offer/Agreement is found to be unenforceable, illegal, or inoperable, such provision or part shall be severed, and all remaining provisions and parts of this Offer/Agreement shall remain fully valid and enforceable. Please let me know if you have any further questions. Sincerely,
/s/ Samuel E. Beall, III S. E. Beall, III President and Chief Executive Officer

Offer/Settlement acknowledged and accepted:
/s/ Joseph Byrum Joseph Byrum

Date Signed:

May 23, 1994

WAIVER OF RIGHTS I, Joseph Byrum, knowingly and voluntarily, agree to waive, settle, release and discharge Morrison Restaurants Inc. (the "Company") from any and all claims, demands, damages, actions or causes of action, including any claims for attorneys' fees which I have against the Company, its subsidiaries, and affiliates, and the officers, directors, employees and agents of each of them arising out of or relating to my employment with the Company or the change in status relating to my employment with the Company under the terms of the Offer/Agreement executed by myself and containing an Effective Date of May 20, 1994. I understand this Waiver of Rights includes any claims I may have arising under any Federal, state or local laws, ordinances or regulations pertaining to discrimination on the basis of sex, race, color, religion, creed, national origin, age or handicap status and particularly any rights I may have pursuant to the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964 and 1991, or relating to my employment with the Company or termination of my employment with the Company under terms of the Offer/Agreement executed by myself and containing an Effective Date of May 20, 1994. I acknowledge and understand that I waive my right to file suit for any claim I may have under the laws and the statutes named in the paragraph above. I further waive my right to claim or receive damages as a result of any charge of discrimination which may be filed by me or anyone acting on my behalf. I UNDERSTAND, ACKNOWLEDGE AND AGREE TO THE TERMS OF THIS AGREEMENT, THIS 23rd DAY OF May, 1994.
/s/ Joseph Byrum Joseph Byrum

STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, made and entered into this 3rd day of June, 1994 by and among Custom Management Corporation, a Pennsylvania corporation ("Seller"), and Joe B. Byrum ("Purchaser"). WITNESSETH: WHEREAS, Seller owns approximately 35% of the outstanding shares of the common stock, $.01 par value per share, of Morrison-Crothall Support Services, Inc., a Delaware corporation ("Crothall"); and WHEREAS, Seller desires to sell such shares to Purchaser and Purchaser desires to purchase such shares on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth below and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS The following terms used in this Agreement shall have the meaning set forth below: Section 1.1The "Act" shall mean the Securities Act of 1933, as amended.

WAIVER OF RIGHTS I, Joseph Byrum, knowingly and voluntarily, agree to waive, settle, release and discharge Morrison Restaurants Inc. (the "Company") from any and all claims, demands, damages, actions or causes of action, including any claims for attorneys' fees which I have against the Company, its subsidiaries, and affiliates, and the officers, directors, employees and agents of each of them arising out of or relating to my employment with the Company or the change in status relating to my employment with the Company under the terms of the Offer/Agreement executed by myself and containing an Effective Date of May 20, 1994. I understand this Waiver of Rights includes any claims I may have arising under any Federal, state or local laws, ordinances or regulations pertaining to discrimination on the basis of sex, race, color, religion, creed, national origin, age or handicap status and particularly any rights I may have pursuant to the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964 and 1991, or relating to my employment with the Company or termination of my employment with the Company under terms of the Offer/Agreement executed by myself and containing an Effective Date of May 20, 1994. I acknowledge and understand that I waive my right to file suit for any claim I may have under the laws and the statutes named in the paragraph above. I further waive my right to claim or receive damages as a result of any charge of discrimination which may be filed by me or anyone acting on my behalf. I UNDERSTAND, ACKNOWLEDGE AND AGREE TO THE TERMS OF THIS AGREEMENT, THIS 23rd DAY OF May, 1994.
/s/ Joseph Byrum Joseph Byrum

STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, made and entered into this 3rd day of June, 1994 by and among Custom Management Corporation, a Pennsylvania corporation ("Seller"), and Joe B. Byrum ("Purchaser"). WITNESSETH: WHEREAS, Seller owns approximately 35% of the outstanding shares of the common stock, $.01 par value per share, of Morrison-Crothall Support Services, Inc., a Delaware corporation ("Crothall"); and WHEREAS, Seller desires to sell such shares to Purchaser and Purchaser desires to purchase such shares on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth below and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS The following terms used in this Agreement shall have the meaning set forth below: Section 1.1The "Act" shall mean the Securities Act of 1933, as amended. Section 1.2"Amendment to License Agreement" shall mean that certain Amendment to License Agreement in the form of Exhibit A. Section 1.3"Amendment to Stockholders Restrictive Transfer Agreement" shall mean that certain Amendment to

STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, made and entered into this 3rd day of June, 1994 by and among Custom Management Corporation, a Pennsylvania corporation ("Seller"), and Joe B. Byrum ("Purchaser"). WITNESSETH: WHEREAS, Seller owns approximately 35% of the outstanding shares of the common stock, $.01 par value per share, of Morrison-Crothall Support Services, Inc., a Delaware corporation ("Crothall"); and WHEREAS, Seller desires to sell such shares to Purchaser and Purchaser desires to purchase such shares on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth below and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS The following terms used in this Agreement shall have the meaning set forth below: Section 1.1The "Act" shall mean the Securities Act of 1933, as amended. Section 1.2"Amendment to License Agreement" shall mean that certain Amendment to License Agreement in the form of Exhibit A. Section 1.3"Amendment to Stockholders Restrictive Transfer Agreement" shall mean that certain Amendment to Stockholders Restrictive Transfer Agreement in the form of Exhibit B. Section 1.4"Amendment to Stockholders Voting Agreement" shall mean that certain Amendment to Stockholders Voting Agreement in the form of Exhibit C. Section 1.5"Closing" shall have the meaning set forth in Section 3.1 herein. Section 1.6"Common Stock" shall mean the outstanding shares of voting common stock, one cent ($.01) par value, of Crothall. Section 1.7"Consent" shall mean the consent of the stockholders of Crothall to the transfer of the Shares to Byrum in the form of Exhibit D. Section 1.8"Guarantee" shall mean that certain Guarantee in the form of Exhibit E. Section 1.9"License Agreement" shall mean that certain License Agreement dated October 1, 1991 between Morrison and Crothall. Section 1.10 "Loan Agreement" shall mean that certain Loan and Security Agreement dated October 1, 1991 between Seller and Crothall. Section 1.11 "Morrison" shall mean Morrison Restaurants Inc. (formerly Morrison Incorporated) Section 1.12 "Note" shall mean the Note in the form attached hereto as Exhibit F. Section 1.13 "Option Agreement" shall mean that certain Option Agreement in the form of Exhibit G. Section 1.14 "Options" shall mean those certain options granted to Morrison to purchase 500 shares of common stock of Crothall at a price of $600 per share, which options are exercisable at any time after October 1, 1997.

Section 1.15 "Service and Earnout Agreement" shall mean that certain Service and Earnout Agreement dated October 1, 1991 between Seller and Crothall. Section 1.16 "Shares" shall mean the three thousand nine hundred and seventeen (3,917) shares of Common Stock owned by Seller. Section 1.17 "Stock Pledge Agreement" shall mean that certain Stock Pledge Agreement in the form of Exhibit H. Section 1.18 "Stockholders Restrictive Transfer Agreement" shall mean that certain Stockholders Restrictive Transfer Agreement dated October 1, 1991 between Seller, Graeme Crothall, Sunnycrest, Inc., Stephen Barnett, Christopher Coyne, Edward MacGrath, Gregory Coyne, Lyndon Taylor, John Gianotti, Michael Bailey, Scott Davenport and Crothall. Section 1.19 "Stockholder Voting Rights Agreement" shall mean that certain Stockholder Voting Rights Agreement between Seller, Graeme Crothall, Sunnycrest, Inc., Stephen Barnett, Christopher Coyne, Edward MacGrath, Gregory Coyne, Lyndon Taylor, John Gianotti, Michael Bailey, and Scott Davenport. Section 1.20 "Termination of Service and Earnout Agreement" shall mean that certain Termination of Service and Earnout Agreement in the form of Exhibit I. Section 1.21 "Waiver and Amendment" shall mean that certain Waiver and Amendment to the Loan Agreement in the form of Exhibit J. ARTICLE 2 PURCHASE AND SALE OF SHARES Section 2.1Purchase and Sale of Shares. At the Closing, subject to the terms and conditions herein set forth, Seller shall sell to Purchaser and Purchaser shall purchase from Seller the Shares and the Options. Seller shall transfer all of its right, title and interest in and to the Shares and the Options to Purchaser free and clear of any lien, security interest, or other encumbrance of any nature and free of any claim by any person or entity to or against the Shares or the Options, subject, however, in the case of the Options, to the terms of the Stockholders Restrictive Transfer Agreement. Section 2.2Purchase Price. The purchase price for the Shares shall be Four Hundred Thousand Dollars ($400,000.00). Section 2.3Payment of Purchase Price. As payment for the Shares, Purchaser shall execute and deliver the Note at Closing to Seller. ARTICLE 3 CLOSING Section 3.1Closing. The Closing shall take place at 10:00 a.m., local time, on the date hereof, at the offices of Seller in Mobile, Alabama. Section 3.2Items To Be Delivered by Seller. At the Closing and subject to the terms and conditions contained herein, Seller shall deliver to Purchaser the following executed by Seller: (a) stock certificates evidencing the Shares, together with a stock power duly endorsed by Seller; (b) the Waiver and Amendment to the Loan Agreement; (c) the Amendment to the Stockholders Voting Agreement; (d) the Amendment to the Stockholders Restrictive Transfer Agreement; and (e) the Option Agreement.

All of the above-mentioned documents shall be in form and substance satisfactory to Purchaser and his counsel. Section 3.3Items to be Delivered by Purchaser. At the Closing and subject to the terms and conditions contained herein, Purchaser shall deliver to Seller the following, executed by Purchaser: (a) the Note; (b) the Guarantee; (c) the Stock Pledge Agreement together with stock certificates (for the Shares and 11,157 shares of Morrison stock) and stock powers endorsed in blank; (d) the Amendment to the Stockholders Voting Agreement; and (e) the Option Agreement. All of the above-mentioned documents shall be in form and substance satisfactory to Seller and its counsel. Section 3.4Additional Documents. It shall be a condition to Seller's obligation to close that Seller or Morrison shall have received the following documents, executed by Crothall: (a) the Amendment to License Agreement; (b) the Waiver and Amendment to the Loan Agreement; and (c) the Termination of the Service and Earnout Agreement; and the following documents, executed by all other parties thereto: (a) the Amendment to Stockholders Restrictive Transfer Agreement; (b) the Amendment to the Stockholders Voting Agreement; and (c) the Consent. Section 3.5Post Closing Deliveries. Purchaser shall cause the Loan Note to be executed by Crothall and delivered to Seller within _2_ weeks of the Closing, which shall reflect all accounts receivable, royalties or other obligations owed by Crothall to Seller under the Loan Agreement as of June 4, 1994. ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Purchaser as follows: Section 4.1Ownership of Shares. Seller is the sole record and beneficial owner of all of the issued and outstanding Shares, and it has good and valid title to such Shares free and clear of any lien, security interest or encumbrance of any nature and free of any claim by any person to or against such Shares. Seller has the full right, power and authority to sell, assign, transfer and carry the Shares to Purchaser as provided herein. Section 4.2Authorization, Validity and Enforceability. This Agreement has been duly authorized by all necessary corporate action of Seller. This Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement will not violate or result in default under any provision of any material commitment, agreement or instrument to which the Seller is a party or by which the Seller is bound and will not contravene any law, rule or regulation of any administrative agency or governmental body, or any order, writ, injunction or decree of any court, administrative agency or governmental agency applicable to the Seller. Section 4.3Litigation. There are no proceedings pending or threatened, and there is no order, writ, judgment or decree affecting the Seller which, if adversely determined, would have a material adverse effect on the

transactions contemplated hereby. ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants to Seller as follows: Section 5.1Validity and Enforceability. This Agreement, constitutes the valid and binding obligation of the Purchaser, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement will not violate or result in default under any provisions of any material commitment, agreement or instrument to which the Purchaser is a party or by which the Purchaser is bound, and will not contravene any law, rule or regulation of any administrative agency or governmental body or any order, writ, injunction or decree of any court, administrative agency or governmental agency applicable to Purchaser. Section 5.2Litigation. There are no proceedings pending or threatened, and there is no order, writ, judgment or decree affecting the Purchaser, which, if adversely determined, would have a material adverse effect on the transactions contemplated hereby. Section 5.3Shares for Investment. Purchaser is receiving the Shares delivered pursuant to this Agreement for investment purposes for his own account, and not with the view to or in connection with any distribution thereof. Section 5.4Registration of Shares. Purchaser understands and agrees that transfer of the Shares has not been registered under the Act or any other securities statute or regulation of any state of the United States, or with any agency regulating the sale of securities of any state, or any other federal or state authority, nor has any official charged with the administration of federal or any state securities laws reviewed this Agreement or passed on or endorsed the merits of the transactions contemplated by this Agreement. Purchaser understands and agrees that the Shares are being delivered to Purchaser pursuant to the exemptions contained in the Act and applicable state law exemptions. Section 5.5Transfer of Shares. Purchaser understands and agrees that it may not sell, assign or otherwise transfer any Shares unless those Shares are registered under the Act and applicable state securities laws, or exemptions from such registration requirements are available or such requirements are not applicable. Purchaser also agrees not to transfer any Shares unless, in the opinion of counsel to Purchaser reasonably acceptable to Seller, such exemptions from registration are available and the transfer otherwise complies with all applicable laws. Section 5.6Investigation. Purchaser has been afforded access to all business and financial information and records of Crothall, the opportunity to ask questions of, and receive answers from, the officers and other employees of Crothall relating to all aspects of Crothall and their business, and otherwise to obtain from Crothall any and all information necessary to verify the accuracy of any and all information with respect to Crothall. Purchaser has relied solely on information obtained by it from such investigation, and has not relied on information received by it from any other source (including Seller), in making the investment represented by the purchase of Shares under this Agreement. Purchaser has not looked to Seller for or received from Seller any information in making such investment. Section 5.7Accredited Investor. Purchaser represents and warrants that he is an "accredited investor", as that term is defined in Rule 501(a) under the Act and that he has such knowledge and experience in financial matters making him capable of evaluating the merits and risks of the purchase of Shares upon the terms of this Agreement. Section 5.8Market for Shares. Purchaser understands and agrees that there is no public market for the Shares and that the Shares represent an illiquid unresolvement that must be held for an indefinite period. ARTICLE 6 MISCELLANEOUS Section 6.1Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the sale and delivery of the Shares pursuant hereto. The foregoing provisions with regard to the survival of the warranties and representations of the parties in this Agreement is meant only to establish the period of time within which a claim for breach of such warranties and

representations may be brought, and is not intended to extend the applicability of such warranties and representations to events or circumstances which may occur after the Closing date. Section 6.2Expenses. Each party hereto shall pay its own expenses in connection with the transactions contemplated hereby. Section 6.3Notices. All notices, requests, consents, or other communication hereunder shall be in writing and shall be delivered personally or by courier or mailed by first class registered or certified mail, postage prepaid, as follows:
If to Seller: Custom Management Corporation c/o Morrison Restaurants Inc. 4721 Morrison Drive Mobile, Alabama 36609 (205) 344-3000 Attention: Pfilip G. Hunt, Esq.

with a required copy to: Powell, Goldstein, Frazer & Murphy Sixteenth Floor 191 Peachtree Street, N.E. Atlanta, Georgia 30303 (404) 572-6600 Attention: Thomas R. McNeill If to Purchaser: Joe B. Byrum 4272 Bit & Spur Road #33 Mobile, Alabama 36608 ( )

with a required copy to: () Section 6.4Captions and Section Headings. As used herein, captions and section headings are for convenience only and are not a part of this Agreement and shall not be used in construing it. Section 6.5Entire Agreement. This Agreement and the other documents delivered pursuant hereto and thereto, or incorporated by reference herein, contain the entire agreement between the parties hereto concerning the transactions contemplated herein and supersede all prior agreements or understandings between the parties hereto relating to the subject matter hereof. Section 6.6Additional Documents. The parties hereto will, at any time after the date hereof, sign, execute and deliver, or cause others so to do, all such powers of attorney, deeds, assignments, documents and instruments and do or cause to be done all such other acts and deeds as may be necessary or proper to carry out the transactions contemplated by this Agreement. Section 6.7Amendment. This Agreement may be amended, supplemented or interpreted at any time, but only by a written agreement executed by the parties hereto. Section 6.8Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Section 6.9Severability. If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected thereby. To the extent permitted by applicable law, each party waives any provision of law which renders any provision of this Agreement invalid, illegal or unenforceable in any respect. Section 6.10 Governing Law. This Agreement shall be governed by the laws of the State of Alabama. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

SELLER: CUSTOM MANAGEMENT CORPORATION
/s/ J. Russell Mothershed By: J. Russell Mothershed

Its: Senior Vice President Finance PURCHASER:
/s/ Joe B. Byrum Joe B. Byrum 22680629

PROMISSORY NOTE $400,000.00 June 3, 1994 FOR VALUE RECEIVED, the undersigned, Joe B. Byrum ("Maker"), promises to pay to the order of Custom Management Corporation, a Pennsylvania corporation (herein, along with each subsequent holder of this Note, referred to as the "Holder"), the principal sum of FOUR HUNDRED THOUSAND DOLLARS ($400,000.00), with interest on the outstanding principal balance of this Note from the date hereof until fully paid at a simple interest rate of eight percent (8%) per annum, as hereinafter provided. This Note shall be paid as follows: (a) On the first anniversary of this Note, Maker shall pay to Holder all interest accrued during the prior year on the outstanding principal balance of this Note; and (b) At the end of the first quarter following the first anniversary of this Note, and at the end of each subsequent quarter, Maker shall pay to Holder an amount equal to fifty thousand dollars ($50,000.00), plus all interest accrued on the outstanding principal balance of this Note at such time, until this Note has been paid in full. Should any installment of principal or interest not be paid when due, the Holder shall have the right to declare the unpaid principal of and interest on this Note to be forthwith due and payable. Any payment of principal or interest which is not paid when due shall bear interest until paid at a simple interest rate equal to twelve percent (12%) per annum; provided, however, that delinquent installments of interest shall not bear interest if and to the extent prohibited by applicable law. The principal hereof and interest hereon shall be payable in lawful money of the United States of America, at the Holder's principal office in Mobile, Alabama, or at such other place as the Holder hereof may designate in writing to Maker. The Maker may prepay this Note in full or in part at any time without notice, penalty, prepayment fee, or payment of unearned interest. All payments hereunder received from Maker by the Holder shall be applied first to interest to the extent then accrued and then to principal, in inverse order of maturity. This Note has been delivered pursuant to that certain Stock Purchase Agreement between Maker and Holder of even date herewith and is secured by a Stock Pledge Agreement of even date herewith executed by Maker in favor of the Holder and Morrison Restaurants Inc. and granting a security interest in certain capital stock of Morrison Restaurants Inc., a Delaware corporation, and of Morrison Crothall Support Services, Inc., a Delaware corporation, owned by Maker. All parties liable for the payment of this Note agree to pay the Holder hereof reasonable attorneys' fees for the services of counsel employed to collect this Note, whether or not suit be brought, and whether incurred in connection with collection, trial, appeal, or otherwise, and to indemnify and hold the Holder harmless against liability for the payment of state intangible, documentary and recording taxes, and other taxes (including interest and penalties, if any) which may be determined to be payable with respect to this transaction.

and penalties, if any) which may be determined to be payable with respect to this transaction. In no event shall the amount of interest due or payable hereunder exceed the maximum rate of interest allowed by applicable law, and in the event any such payment is inadvertently paid by Maker or inadvertently received by the Holder, then such excess sum shall be credited as a payment of principal, unless Maker shall notify the Holder, in writing, that Maker elects to have such excess sum returned to it forthwith. It is the express intent hereof that Maker not pay and the Holder not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may be lawfully paid by the Maker under applicable law. The remedies of the Holder as provided herein and in any other documents governing or securing repayment hereof shall be cumulative and concurrent and may be pursued singly, successively, or together, at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall arise. No act of omission or commission of the Holder, including specifically any failure to exercise any right, remedy, or recourse, shall be effective unless set forth in a written document executed by the Holder, and then only to the extent specifically recited therein. A waiver or release with reference to one event shall not be construed as continuing, as a bar to, or as a waiver or release of any subsequent right, remedy, or recourse as to any subsequent event. Maker and all sureties, endorsers, and guarantors of this Note hereby (a) waive demand, presentment of payment, notice of nonpayment, protest, notice of protest and all other notice, filing of suit, and diligence in collecting this Note, or in enforcing any of its rights under any guaranties securing the repayment hereof; (b) agree to any substitution, addition, or release of any collateral or any party or person primarily or secondarily liable hereon; (c) agree that the Holder shall not be required first to institute any suit, or to exhaust his/her, their, or its remedies against Maker or any other person or party to become liable hereunder, or against any collateral in order to enforce payment of this Note; (d) consent to any extension, rearrangement, renewal, or postponement of time of payment of this Note and to any other indulgence with respect hereto without notice, consent, or consideration to any of them; and (e) agree that, notwithstanding the occurrence of any of the foregoing (except with the express written release by the Holder or any such person), they shall be and remain jointly and severally, directly and primarily, liable for all sums due under this Note. Maker and all endorsers or other parties to this Note severally waive, each for himself/herself and family, to the maximum extent permitted by applicable law, any and all homestead and exemption rights which any of them or the family of any of them may have under or by virtue of the Constitution or laws of the United States of America or of any state as against this Note, any renewal hereof, or any indebtedness represented hereby. Whenever used in this Note, the words "Maker" and "Holder" shall be deemed to include Maker and the Holder named in the opening paragraph of this Note, and their respective heirs, executors, administrators, legal representatives, successors, and assigns. It is expressly understood and agreed that the Holder shall never be construed for any purpose as a partner, joint venturer, co-principal, or associate of Maker, or of any person or party claiming by, through, or under Maker in the conduct of their respective businesses. Time is of the essence of this Note. This Note shall be construed and enforced in accordance with the laws of the State of Alabama. The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto. All references herein to any document, instrument, or agreement shall be deemed to refer to such document, instrument, or agreement as the same may be amended, modified, restated, supplemented, or replaced from time to time. IN WITNESS WHEREOF, the undersigned Maker has executed this instrument under seal as of the day and year first above written. MAKER:
/s/ Joe B. Byrum Joe B. Byrum (SEAL)

Joe B. Byrum 22680627

GUARANTEE THIS GUARANTEE is entered into this 3rd day of June, 1994, by Joe B. Byrum (the "Guarantor") in favor of Morrison Restaurants Inc., a Delaware corporation ("Morrison") and its wholly-owned subsidiary, Custom Management Corporation, a Pennsylvania corporation ("CMC"). W I T N E S S E T H: WHEREAS, CMC and the Guarantor have entered into that certain Stock Purchase Agreement dated the date hereof (the "Agreement") for the sale of three thousand nine hundred and seventeen (3,917) shares of common stock of Morrison Crothall Support Services, Inc. ("Crothall"); WHEREAS, as a condition to the Agreement, Crothall executed and delivered to CMC that certain Indemnity Agreement dated May 18, 1994 in favor of CMC (the "Indemnity Agreement"); WHEREAS, Crothall and CMC are parties to that certain Loan and Security Agreement dated October 1, 1991, pursuant to which Crothall currently owes CMC approximately $2.5 million (the "Loan Agreement"); and WHEREAS, in connection with the Agreement, the Guarantor has agreed to guarantee all obligations, financial or otherwise, of Crothall to CMC or Morrison, however incurred or evidenced, whether absolute or contingent, direct or indirect, now existing or hereafter arising or due or to become due, including, but not limited to, Crothall's obligations under the Indemnity Agreement and the Loan Agreement (hereinafter, all of the foregoing obligations of Crothall being referred to as the "Obligations"); NOW, THEREFORE, in consideration of the above premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned Guarantor does hereby unconditionally guarantee to CMC and Morrison that Crothall will fully and promptly perform, pay and discharge all present and future obligations of Crothall to CMC or Morrison with respect to the Obligations and does further unconditionally guarantee to CMC and Morrison the prompt payment when due of any and all Obligations. The obligations of the undersigned with respect to the Obligations shall not be diminished by any right or power of any third party to assert any claim of defense as to the invalidity or unenforceability of any such Obligations, and no such claim or defense shall impair or affect the obligations of the undersigned hereunder. The undersigned does further agree, without CMC or Morrison first having to proceed against Crothall or to liquidate any security therefor, to pay on demand (i) all sums due and to become due CMC or Morrison from Crothall with respect to the Obligations and (ii) all costs, attorneys' fees or expenses which may be suffered or incurred by CMC or Morrison by reason of a default by Crothall or the undersigned, in the payment or performance of the Obligations or in enforcing the obligations of the undersigned hereunder. The undersigned agrees that the liability assumed hereunder is primary, direct, unconditional and enforceable without prior resort to Crothall, and it shall not be affected by any forbearance, extension of the time of payment, settlement, composition, release, waiver or modification, express or implied, of any of the Obligations hereby guaranteed, made by or entered into by CMC or Morrison with Crothall or with the undersigned or with any other person, form or corporation, or by any release, substitution or alteration of, or failure to obtain or perfect interest in, any security therefor permitted by CMC or Morrison. It is fully understood by the undersigned that until each and every one of the covenants and agreements of this Guarantee is fully performed, the undersigned's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Guarantee, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, extension, modification, forbearance or delay or other act or omission of CMC or Morrison or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by CMC or Morrison, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of the undersigned, or by reason of any further dealing among Crothall and CMC or Morrison, and the undersigned hereby expressly waives and surrenders any defense to the performance of the undertakings of the undersigned based upon any of the foregoing acts, omissions, agreements or waivers of any of them; it being the purpose and the intent of the parties hereto that the covenants, agreements and all undertakings hereunder are absolute, unconditional and irrevocable under any and all circumstances.

This Guarantee is intended to be, and it is a continuing Guarantee and shall continue in force until all principal, interest and other amounts due in respect of the Obligations have been paid in full and all obligations hereunder have been performed. This Guarantee shall continue in full force and effect and shall not be affected by the dissolution, termination, winding up or other discontinuation of Crothall or other disposition of all or substantially all of the assets of Crothall, the marshaling of assets and liabilities of Crothall, or the receivership, bankruptcy, insolvency, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting, Crothall or any of its assets. The liability of the undersigned shall be reinstated and revived, and the rights of CMC and Morrison shall continue, with respect to any amount at any time paid on account of the indebtedness guaranteed hereby, which shall thereafter be required to be restored or returned by CMC or Morrison upon the bankruptcy, insolvency or reorganization of Crothall or otherwise, all as though such amount had not been paid. The undersigned expressly waives notice of acceptance hereof and of presentment, demand, notice of intent to accelerate and of acceleration, protest as to the Obligations, and the undersigned waives all defenses, setoffs and counterclaims and waives notice of amendment or modification of the Obligations. Until the Obligations have been paid or performed in full, the undersigned expressly waives all rights of subrogation and all rights to enforce any remedy which CMC or Morrison now has or may hereafter have against Crothall, and waives any benefit of and any right to participate in any security now or hereafter held by CMC or Morrison. CMC or Morrison may, without notice to the undersigned, renew or extend any obligations of Crothall, may accept partial payments thereon or settle, release by operation of law or otherwise, compound, compromise, collect or otherwise liquidate any thereof, and/or security therefor, in any manner, consent to the release or transfer of such security and bid and purchase at any sale without affecting or impairing the obligation of the undersigned hereunder. The liability of the undersigned hereunder shall not be modified in any manner whatsoever by an extension that may be granted to Crothall by any court in any proceeding under the Bankruptcy Code set forth at 11 U.S.C. Section 101 et seq. or any amendments thereof and the undersigned expressly waives the benefit of any such extension. Payments of all sums of money and the performance of all the covenants and agreements hereunder shall be payable and due at CMC's office in Mobile, Alabama. No delay by CMC or Morrison in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by CMC or Morrison of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action by the CMC or Morrison permitted hereunder shall in any way impair or affect this Guarantee. It being the express intention of the parties hereto to conform strictly with the applicable usury laws, it is agreed that nothing contained herein shall be so construed as to require the payment of interest at a rate in excess of the maximum allowable by law, and in no event shall the undersigned be obligated to pay interest exceeding such maximum rate of interest permitted by law, and all such agreements, conditions, or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel the undersigned to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. It is the intention of this Guarantee, that the foregoing sentence shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with same. This Guarantee shall be binding upon the undersigned, and upon his successors and assigns, and shall inure to the benefit of the transferee, assignee, or the holder of the Obligations guaranteed herein. This Guarantee shall be governed by and construed in accordance with the laws of the State of Alabama. Wherever possible, each provision of this Guarantee shall be interpreted in such matter as to be effective and valid under applicable law, but if any provision of this Guarantee shall be held invalid or unenforceable by any court of competent jurisdiction, such provision shall be ineffective to the extent of such invalidity or unenforceability without invalidating the remainder of such provision or the remaining provisions of this Guarantee. The obligations of the undersigned pursuant to this Guarantee shall be operative and binding until the earlier to occur of (i) such time as the Obligations shall have been paid or performed in full, or (ii) the undersigned shall have satisfied all of its obligations under this Guarantee.

IN WITNESS WHEREOF, the undersigned has hereunto executed this Guarantee as of the date first above written. GUARANTOR:
/s/ Joe B. Byrum Joe B. Byrum Accepted this 3rd day of June, 1994:

Custom Management Corporation
By: /s/ J. Russell Mothershed Its: Senior Vice President Finance

Morrison Restaurants Inc.
By: /s/ J. Russell Mothershed Its: Senior Vice President Finance 22680610

STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (the "Agreement"), given as of this 3rd day of June, 1994, by JOE B. BYRUM ("Byrum") and GENE H. BYRUM, individual residents of the State of Alabama (collectively, the "Pledgors") in favor of MORRISON RESTAURANTS INC. ("Morrison") and CUSTOM MANAGEMENT CORPORATION ("CMC"), WITNESSETH: WHEREAS, Byrum has entered into a Stock Purchase Agreement of even date herewith to purchase Three Thousand Nine Hundred Seventeen (3,917) shares ("Crothall Stock") of Morrison Crothall Support Services, Inc. ("Crothall") from CMC in consideration of a promissory note of even date herewith in the principal amount of $400,000 (as the same may be amended, modified, renewed or extended from time to time, the "Stock Note"); and WHEREAS, CMC entered into that certain Loan and Security Agreement dated October 1, 1991 with Crothall, pursuant to which CMC agreed to extend a line of credit (the "Loan") to Crothall, which lending obligations of CMC were guaranteed by Morrison; and WHEREAS, the Loan is or will be evidenced by certain promissory notes of Crothall in the aggregate principal amount of approximately $2.5 Million in favor of Morrison (as the same may be amended, modified, renewed, or extended from time to time, the "Notes"); and WHEREAS, as a condition to the sale of the Crothall Stock, Byrum guaranteed the Loan, the Notes and all other obligations of Crothall to Morrison pursuant to a Guarantee of even date herewith ("Guarantee") and, in addition, entered into a certain Indemnity Agreement with, among others, Morrison and Crothall dated May 18, 1994 with respect to certain bonds of Crothall ("Indemnity Agreement"); and WHEREAS, Pledgors are owners of certain shares of capital stock of Morrison described in Exhibit A attached hereto and incorporated herein by this reference ("Morrison Stock"); and WHEREAS, as the spouse of Byrum, Gene H. Byrum has a beneficial interest in the transactions described above and is willing to act as an accommodation party by pledging her Morrison Stock hereunder; and WHEREAS, to secure the due and punctual payment and performance of, among other things, all obligations and

covenants of Byrum under the Stock Purchase Agreement, the Stock Note, the Guarantee and the Indemnity Agreement, and the other documents now or hereafter executed and delivered in connection with the foregoing (collectively the "Obligation Documents"), together with all obligations of Pledgors to Pledgees under any note, any loan agreement, all contracts of suretyship, guaranty or accommodation, and all other obligations of Pledgors to Pledgees, however and wherever created, arising, or evidenced, whether direct or indirect, absolute, contingent, or otherwise, now or hereafter existing or due or to become due (collectively, the "Obligations"), Pledgors have agreed to pledge and assign to Pledgees all of Pledgors' right, title, and interest in and to the Crothall Stock and Morrison Stock, together with the other collateral hereinafter described (collectively, the "Stock"); NOW, THEREFORE, in consideration of the premises, the direct benefits to be realized by Pledgors from the Stock Purchase Agreement, the mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pledgors hereby covenant and agree with Pledgees as follows: 1. Security Interest. Pledgors hereby grant, convey, and pledge to Pledgees a security interest in and security title to all of their right, title, and interest in and to the Stock (subject, however, in the case of the Crothall Stock, to the terms and conditions of that certain Stockholders Restrictive Transfer Agreement dated October 1, 1991, between CMC, Crothall and the Stockholders of Crothall), and have delivered to and deposited with Pledgees herewith, all stock certificates for Stock presently held by Pledgors, together with stock powers endorsed in blank by Pledgors, as security for (a) payment and performance of all Obligations, and (b) all obligations of Pledgors to Pledgees hereunder. Pledgors have on this date delivered the Stock to and deposited the Stock with Pledgees, together with stock powers endorsed in blank. Pledgors agree that at any time and from time to time, at the expense of Pledgors, Pledgors will promptly execute and deliver all further instruments and documents, and take all further action that may be necessary, or that Pledgees may reasonably request, in order to perfect and protect the security interest granted hereby or to enable Pledgees to exercise and enforce their rights and remedies hereunder with respect to all or any portion of the Stock. 2. Warranties; Covenants. (a) Pledgors hereby jointly and severally warrant and represent to Pledgees (i) that except for the security interest created hereby, Pledgors own the shares of the Stock free and clear of all liens, charges, and encumbrances, (ii) that the Stock is duly issued, fully paid, and non-assessable, (iii) that Pledgors have the unencumbered and unrestricted right to pledge the Stock, and (iv) that no consent or approval of any governmental or regulatory authority, or of any securities exchange, which has not been obtained was or is necessary to the validity of this pledge. (b) Until the termination of this Agreement pursuant to Section 9 hereof, Pledgors jointly and severally covenant that Pledgors will not (i) sell, convey or otherwise dispose of any of the Stock or any interest therein, or (b) incur or permit to be incurred any pledge, lien, charge, or encumbrance or any security interest whatsoever in or with respect to any of the Stock or the proceeds thereof, other than the security interest created hereby and such security interests as to which Pledgees have given their prior consent in writing. (c) Until the termination of this Agreement pursuant to Section 9 hereof, Pledgors jointly and severally covenant that Pledgors will (i) warrant and defend at their own expense Pledgees' right, title and special property and security interest in and to the Stock against the claims of any person or entity; and (ii) promptly give notice to Pledgees of any notices received by Pledgors with respect to the Stock. 3. Additional Shares. In the event that, during the term of this Agreement: (a) (i) any stock dividend, stock split, reclassification, readjustment, or other change is declared or made in the capital structure of either Morrison or Crothall (hereinafter referred to as an "Issuer") all new, substituted, and additional shares, or other securities, issued by reason of any such change with respect to the Stock and received by Pledgors or to which Pledgors shall be entitled or (ii) any new additional shares or other securities issued by either Issuer and received by Pledgors from the exercise of any options for the same, shall be immediately delivered to Pledgees, together with stock powers endorsed in blank by Pledgors, and shall constitute Stock to be held by Pledgees under the terms of this Agreement; and (b) subscriptions, warrants, or any other rights or options shall be issued in connection with the Stock, all new

stock or other securities acquired through such subscriptions, warrants, rights, or options by Pledgors shall be immediately delivered to Pledgees and shall constitute Stock to be held by Pledgees under the terms of this Agreement. 4. Default. Upon and after the occurrence of a default by Pledgors with respect to payment or performance of the Obligations, or a default by Pledgors under the terms of this Agreement (any of such occurrences being hereinafter referred to as a "Default"): (a) Pledgors shall, upon the written request of Pledgees, at Pledgors' election, either (i) exercise any and all options then exercisable and then held by Pledgors with respect to the capital stock of Morrison ("Options") and deliver such stock to Pledgees in accordance with Section 3 above; or (ii) arrange for the "cashless" exercise of Options and direct that all pre-tax proceeds from the exercise ("Proceeds") be remitted to Pledgees immediately; provided, however, that Pledgor shall only be obligated in either case to exercise such number of Options, the proceeds of which are sufficient to satisfy any default then outstanding; and, provided further, that any taxes payable with respect to the exercise of the Options shall be paid by Pledgor and shall not be satisfied from the Proceeds; and (b) Pledgees may sell or otherwise dispose of the Stock or any portion of the Stock at a public or private sale or make other commercially reasonable disposition of the Stock or any portion thereof after five (5) days notice to Pledgors. Pledgees may, in the name of all or any one of them, or in the name of a designee or nominee, buy at any public sale of the Stock and, if permitted by law, buy at any private sale thereof. The proceeds of the public or private sale or other disposition shall be applied to the costs incurred in connection with the sale, expressly including, without limitation, any costs under Section 6(a) hereof, and to the other Obligations, in such order as Pledgees may determine, and any remaining proceeds shall be paid over to Pledgors or others as by law provided. In the event the proceeds of the sale or other disposition of the Stock are insufficient to pay such expenses, interest, principal of the Obligations, and damages, Pledgors shall remain liable to Pledgees for any such deficiency. All costs and expenses, including reasonable attorneys' fees and expenses, incurred by Pledgees in obtaining performance of or in collecting any payments due under this Agreement shall be deemed part of the Obligations hereunder. 5. Additional Rights of Secured Party. In addition to their rights and privileges under this Agreement, Pledgees shall have all the rights, powers, and privileges of secured parties under the Uniform Commercial Code of the State of Alabama and other applicable law. All rights of Pledgees shall be cumulative and not exclusive. 6. Disposition of Stock by Pledgees. If the Stock or any portion thereof is not registered under the various United States federal or state securities acts, disposition thereof after Default may be restricted to one or more private (instead of public) sales in view of the lack of such registration. Pledgors understand that upon such disposition, Pledgees may approach only a restricted number of potential purchasers and further understand that a sale under such circumstances may yield a lower price for the Stock than if the Stock was registered pursuant to federal and state securities legislation and sold on the open market. Pledgors, therefore, agree that: (a) if Pledgees shall, pursuant to the terms of this Agreement, sell or cause the Stock or any portion thereof to be sold at a private sale, Pledgees shall have the right to rely upon the advice and opinion of any national brokerage or investment firm having recognized expertise and experience in connection with shares of companies similar to the Stock (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of Pledgees' action) as to the best manner in which to expose the Stock for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) that such reliance shall be conclusive evidence that Pledgees have handled such disposition in a commercially reasonable manner. 7. Pledgors' Obligations Absolute. The obligations of Pledgors under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against any other person, nor against other security or liens or encumbrances available to Pledgees or any of their successors, assigns, or agents. Pledgors hereby waive any right to require that an action be brought against any other person or entity or to require that resort be had to any security or to any balance of any deposit account or credit on the books of Pledgees in favor of any other person or entity prior to any exercise of rights or remedies hereunder. 8. Voting Rights.

(a) After a Default and for so long as any of the Obligations remain unpaid, (i) Pledgees may, upon one (1) day's prior written notice to Pledgors of their intention to do so, exercise all voting rights, and all other ownership or consensual rights of the Stock, and all rights of Byrum under that certain Stockholders Voting Agreement among the stockholders of Crothall dated as of October 1, 1991, as amended the date hereof ("Voting Agreement") but under no circumstances are Pledgees obligated by the terms of this Agreement to exercise such rights, and (ii) Pledgors hereby appoint Morrison and its designees Pledgors' true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote the Stock in any manner Morrison, on behalf of Pledgees, deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders [and to exercise Byrum's rights under the Voting Agreement in any manner Morrison, on behalf of Pledgees, deems advisable]. The power of attorney granted hereby is coupled with an interest and shall be irrevocable for so long as any of the Obligations remain unpaid. (b) For so long as Pledgors shall have the right to vote the Stock, Pledgors covenant and agree that they will not, without the prior written consent of Morrison, vote or take any consensual action with respect to the Stock which would constitute a Default under or be inconsistent with the terms of this Agreement. 9. Termination. Notwithstanding anything to the contrary contained herein, this Agreement, and the security interest hereunder granted to Pledgees in the Stock, shall terminate on the date on which all Obligations of Pledgors to Pledgees under the Obligation Documents and any other agreement have been fully satisfied. Thereafter, upon written demand from Pledgors, Pledgees, by their acceptance hereof, agree that they shall promptly release the Stock by delivery of the Stock to Pledgors, unless and except to the extent the Stock has been liquidated or otherwise disposed of pursuant to Section 6 hereof. 10. Security Agreement. This Agreement shall constitute a security agreement under the Uniform Commercial Code as in effect in the State of Alabama. 11. General. (a) Time is of the essence of this Agreement. No waiver by Pledgees of any power or right hereunder or of any Default by Pledgors hereunder shall be binding upon Pledgees unless in writing signed by Pledgees. No failure or delay by Pledgees to exercise any power or right hereunder or binding waiver of any Default hereunder shall operate as a waiver of any other or further exercise of such power or any other Default. This Agreement, together all documents referred to herein, constitute the entire agreement between Pledgors and Pledgees and may not be modified except by a writing executed by Pledgees and delivered by Pledgees to Pledgors. (b) If any paragraph or part thereof shall for any reason be held or adjudged to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such paragraph or part thereof so adjudicated invalid, illegal, or unenforceable shall be deemed separate, distinct, and independent, and the remainder of this Agreement shall remain in full force and effect and shall not be affected by such holding or adjudication. (c) All representations and warranties made and given herein by Pledgors shall survive the execution and delivery of this Agreement and shall remain in full force and effect until such time as this Agreement is terminated as provided in Section 10 hereof. (d) The rights and obligations of the parties hereunder shall inure to the benefit of and bind their respective heirs, executors, administrators, legal representatives, successors, and assigns. (e) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Alabama. (f) All notices and demands required or permitted hereunder or by law shall be in writing or by telegraph and shall be mailed or delivered to the party to whom notice is intended to be given at such address as is specified below, or such other address as shall be subsequently designated in writing by such party to the other party hereto for purposes of notice. If to Pledgees: Morrison Restaurants Inc.

Custom Management Corporation 4721 Morrison Drive Mobile, Alabama 36609 (205) 344-3000 Attn: Pfilip G. Hunt, Esq. If to Pledgors: Joe B. Byrum and Gene H. Byrum 4272 Bit & Spur Road #33 Mobile, Alabama 36608 Each such notice or demand shall be deemed effective upon personal delivery or upon the earlier of (i) receipt or (ii) three (3) days after deposit in the U.S. mail, first-class postage, prepaid, certified mail, and addressed as provided above. (g) All obligations and liabilities of Pledgors hereunder shall be joint and several. (h) The pronouns used in this Agreement shall be construed as masculine, feminine, or neuter as the occasion may require. (i) Captions are for reference only and in no way limit the terms of this Agreement. (j) All references herein to any document, instrument, or agreement shall be deemed to refer to such document, instrument, or agreement as the same may be amended, modified, restated, supplemented, or replaced from time to time. (k) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, Pledgors have executed this Agreement as of the day and year first above first above written. Pledgors:
/s/ Joe B. Byrum Joe B. Byrum (SEAL)

/s/ Gene H. Byrum Gene H. Byrum

(SEAL)

Accepted and Agreed to: Morrison Restaurants Inc.
By: /s/ J. Russell Mothershed Title: Senior Vice President Finance

Custom Management Corporation
By: /s/ J. Russell Mothershed Title: Senior Vice President Finance 20313083

MORRISON RESTAURANTS INC. AND SUBSIDIARIES EXHIBIT 11 COMPUTATION OF EARNINGS PER SHARE (IN THOUSANDS EXCEPT PER-SHARE DATA) June 4, 1994 Fiscal Year Ended June 5, 1993 June 6, 1992

PRIMARY EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE Average common shares outstanding......... Average additional common shares issuable on exercise of dilutive stock options (computed by use of the "treaury stock method", at the average market price)..................... 35,973 37,029 36,998

1,394

1,049

437

Number of shares used in computation of primary earnings per share..............

37,367

38,078

37,435

Net Income..............................

$44,684

$37,975

$32,671

Primary earnings per common and common equivalent share.................

$1.20

$1.00

$ .87

EXHIBIT 11 (continued)
Fiscal Year Ended June 5, 1993

June 4, 1994 FULLY DILUTED EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE Average common shares outstanding......... Average additional common shares issuable on exercise of dilutive stock options (computed by use of the "treasury stock method", at the higher of period-end or average market price)................ Number of shares used in computation of fully diluted earnings per share........ Net Income.............................. Fully diluted earnings per common and common equivalent share................. 35,973

June 6, 1992

37,029

36,998

1,415

1,122

801

37,388 $44,684

38,151 $37,975

37,799 $32,671

$

1.20

$

1.00

$

.86

Weighted average shares and all per share data for prior years have been restated to give effect to common stock dividends and common stock splits through June 4, 1994.

EXHIBIT 11 (continued)
Fiscal Year Ended June 5, 1993

June 4, 1994 FULLY DILUTED EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE Average common shares outstanding......... Average additional common shares issuable on exercise of dilutive stock options (computed by use of the "treasury stock method", at the higher of period-end or average market price)................ Number of shares used in computation of fully diluted earnings per share........ Net Income.............................. Fully diluted earnings per common and common equivalent share................. 35,973

June 6, 1992

37,029

36,998

1,415

1,122

801

37,388 $44,684

38,151 $37,975

37,799 $32,671

$

1.20

$

1.00

$

.86

Weighted average shares and all per share data for prior years have been restated to give effect to common stock dividends and common stock splits through June 4, 1994.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information in the Consolidated Financial Statements and related Notes found on pages 32 to 48 should be read in conjunction with this section. 1. RESULTS OF OPERATIONS 1.1 1994 Compared to 1993 1.2 1993 Compared to 1992 2. LIQUIDITY AND CAPITAL RESOURCES 2.1 Cash Flow from Operating Activities 2.2 Short-Term Borrowings and Credit Facilities 2.3 Long-Term Debt 2.4 Working Capital 2.5 Capital Expenditures 2.6 Dividends 2.7 Deferred Tax Assets 3. KNOWN EVENTS, UNCERTAINTIES AND TRENDS 3.1 Financial and Stock Repurchase Plans 3.2 New Accounting Standards 3.3 Seasonality of Operations 3.4 Impact of Inflation

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information in the Consolidated Financial Statements and related Notes found on pages 32 to 48 should be read in conjunction with this section. 1. RESULTS OF OPERATIONS 1.1 1994 Compared to 1993 1.2 1993 Compared to 1992 2. LIQUIDITY AND CAPITAL RESOURCES 2.1 Cash Flow from Operating Activities 2.2 Short-Term Borrowings and Credit Facilities 2.3 Long-Term Debt 2.4 Working Capital 2.5 Capital Expenditures 2.6 Dividends 2.7 Deferred Tax Assets 3. KNOWN EVENTS, UNCERTAINTIES AND TRENDS 3.1 Financial and Stock Repurchase Plans 3.2 New Accounting Standards 3.3 Seasonality of Operations 3.4 Impact of Inflation 3.5 Impact of Health Care Reform 3.6 Management's Outlook 1. RESULTS OF OPERATIONS Fiscal year 1994 marked the Company's third straight year of record earnings and sales. This progress was primarily achieved through the expansion of the Company's Ruby Tuesday Group and the growth and improved profitability of the Morrison Group. The Company implemented a new financial strategy in fiscal 1994 that focuses on the maintenance of a targeted capital structure utilizing prudent amounts of debt to finance the Company's expansion. This new strategy seeks to maximize the economic value returned on the capital invested in the Company and hence, maximize stockholder value. The contribution that each Group made to the Company's progress in fiscal 1994 is discussed below. 1.1 1994 Compared to 1993 Ruby Tuesday Group During fiscal 1994, the Company repositioned the former Silver Spoon Cafe concept into Mozzarella's, an American cafe with an Italian accent. All data formerly reported under Silver Spoon Cafes is now reported under the name Mozzarella's. Sales and earnings increased in the Ruby Tuesday and Mozzarella's concepts compared to fiscal 1993, while the L&N Seafood Grill concept experienced sales and earnings declines. Same-store sales for Ruby Tuesdays and Mozzarella's increased in fiscal 1994, but decreased in the L&N Seafood Grills. The Group's newest concept, Sweetpea's, recorded sales consistent with management's expectations during the fiscal year. During fiscal 1994, 42 Ruby Tuesdays, four Mozzarella's, one L&N Seafood Grill and three Sweetpea's were opened. There were four Ruby Tuesdays and five L&N Seafood Grills closed during fiscal 1994. Operating profit increased 14.5% for the Group due to increased sales offset by a 0.5% operating margin decrease. The operating margin decrease was the result of the shortfall in performance of the L&N Seafood Grills and the development of the new Sweetpea's concept. Excluding the results of the L&N Seafood Grills, the Group's operating profit increased 25.8%. The Group's plans call for aggressive expansion of the Ruby Tuesday and Mozzarella's concepts and limited expansion of the Sweetpea's concept in fiscal 1995, both in the traditional Eastern U.S. markets and in new markets in the Western U.S. The Company estimates that over 50 Ruby Tuesdays and 10 other specialty restaurants will be opened in 1995. In addition, 30 of the 38 L&N Seafood Grills will be converted to other Ruby Tuesday Group concepts (Ruby Tuesdays, Mozzarella's, or Sweetpea's) beginning in fiscal 1995. The remaining eight L&N Seafood Grills will be sold or closed. Morrison Group

During fiscal 1994, the Company combined the former Hospitality Group, which serves the contract dining market, with the Family Dining Group, which serves the cafeteria market, to create the new Morrison Group. The contract dining sector of this Group was further broken down based on market focus into a health care division for hospitals and health care facilities and a hospitality division for schools, businesses and industry. All data formerly reported for the two separate Groups, Hospitality and Family Dining, will be reported under the new Morrison Group. 28

Sales in the Morrison Group increased 4.6% due to unit expansion in the contract dining sector and an increase in the number of customers in the family dining sector as a result of strategic price rollbacks and bundled- meal promotions. The Group opened 10 new family dining concepts during the fiscal year, consisting of one small cafeteria and nine food-court quick- service restaurants, as well as numerous contract dining accounts. The Group closed nine cafeterias during the fiscal year. Operating profit increased 22.4% for the Group due to increased sales and a 0.9% operating margin increase. The margin improvement resulted from increased customers and food and labor cost controls. The Company's plans call for continued growth of the Morrison Group during fiscal 1995 due to the addition of approximately 30 Fresh Cooking units, with expansion primarily in the Northeast and Mid-Atlantic markets. The Group's plans also call for accelerated growth in the health-care food- service market. Interest Expense (Income) Net interest expense decreased 83.9% during fiscal 1994 due to the retirement of the Trust Company Bank note of $22.5 million during fiscal 1993 and increased capitalization of interest charges due to an increase in the number of new units. Income Tax Expense The effective income tax rate decreased to 37.2% in fiscal 1994 from 37.3% in fiscal 1993 due to the tax credit for FICA taxes paid on tips in excess of the minimum wage commencing January, 1994 and also due to increased levels of targeted jobs tax credit following the extension of the program in the Omnibus Budget Reconciliation Act of 1993, offset by a 1% increase in the corporate income tax rate, which went into effect January 1, 1993, and an increase in the effective state income tax rate. 1.2 1993 Compared to 1992 Results of Operations The Company achieved record earnings with its second year of over $1 billion in sales. The increased sales and earnings represented continued progress in the Company's efforts to expand operations, provide greater value to customers, and control costs. Despite the fact fiscal year 1993 had one less week of operations than fiscal year 1992, all operations showed improvement in operating profits. The contribution each Group made to this growth is discussed below. Ruby Tuesday Group Sales increased in all three Ruby Tuesday Group concepts compared to fiscal 1992 due to new unit growth (31 Ruby Tuesdays, two L&N Seafood Grills and five Mozzarella's). Same-store sales for Ruby Tuesdays and Mozzarella's increased in fiscal 1993 but decreased in the L&N Seafood Grills division. Operating profit increased 14.9% for the Group due to the increased sales and a 0.1% operating margin increase. The margin improvement occurred in payroll and related costs due to cost controls that were implemented during the year. Morrison Group Sales in the Morrison Group increased 2.5% during fiscal year 1993 as a result of growth in continuing and new units in the Group's Contract Dining Division. This increase was partially offset by sales decreases in the Group's Family Dining Division due to the selective closing of three cafeterias and a 52- week fiscal year 1993 versus a 53-week fiscal year 1992. The Group engaged in various marketing strategies in its Family Dining Division during the year, including menu changes, price rollbacks and bundled-meal promotions, which led to increased customer counts. Operating profit for the Morrison Group increased 20.4% to $36.4 million. Operating margin increased to 5.0%, up from 4.3% in the prior year. The margin increase is attributed to a decrease in bad debt and general and

Sales in the Morrison Group increased 4.6% due to unit expansion in the contract dining sector and an increase in the number of customers in the family dining sector as a result of strategic price rollbacks and bundled- meal promotions. The Group opened 10 new family dining concepts during the fiscal year, consisting of one small cafeteria and nine food-court quick- service restaurants, as well as numerous contract dining accounts. The Group closed nine cafeterias during the fiscal year. Operating profit increased 22.4% for the Group due to increased sales and a 0.9% operating margin increase. The margin improvement resulted from increased customers and food and labor cost controls. The Company's plans call for continued growth of the Morrison Group during fiscal 1995 due to the addition of approximately 30 Fresh Cooking units, with expansion primarily in the Northeast and Mid-Atlantic markets. The Group's plans also call for accelerated growth in the health-care food- service market. Interest Expense (Income) Net interest expense decreased 83.9% during fiscal 1994 due to the retirement of the Trust Company Bank note of $22.5 million during fiscal 1993 and increased capitalization of interest charges due to an increase in the number of new units. Income Tax Expense The effective income tax rate decreased to 37.2% in fiscal 1994 from 37.3% in fiscal 1993 due to the tax credit for FICA taxes paid on tips in excess of the minimum wage commencing January, 1994 and also due to increased levels of targeted jobs tax credit following the extension of the program in the Omnibus Budget Reconciliation Act of 1993, offset by a 1% increase in the corporate income tax rate, which went into effect January 1, 1993, and an increase in the effective state income tax rate. 1.2 1993 Compared to 1992 Results of Operations The Company achieved record earnings with its second year of over $1 billion in sales. The increased sales and earnings represented continued progress in the Company's efforts to expand operations, provide greater value to customers, and control costs. Despite the fact fiscal year 1993 had one less week of operations than fiscal year 1992, all operations showed improvement in operating profits. The contribution each Group made to this growth is discussed below. Ruby Tuesday Group Sales increased in all three Ruby Tuesday Group concepts compared to fiscal 1992 due to new unit growth (31 Ruby Tuesdays, two L&N Seafood Grills and five Mozzarella's). Same-store sales for Ruby Tuesdays and Mozzarella's increased in fiscal 1993 but decreased in the L&N Seafood Grills division. Operating profit increased 14.9% for the Group due to the increased sales and a 0.1% operating margin increase. The margin improvement occurred in payroll and related costs due to cost controls that were implemented during the year. Morrison Group Sales in the Morrison Group increased 2.5% during fiscal year 1993 as a result of growth in continuing and new units in the Group's Contract Dining Division. This increase was partially offset by sales decreases in the Group's Family Dining Division due to the selective closing of three cafeterias and a 52- week fiscal year 1993 versus a 53-week fiscal year 1992. The Group engaged in various marketing strategies in its Family Dining Division during the year, including menu changes, price rollbacks and bundled-meal promotions, which led to increased customer counts. Operating profit for the Morrison Group increased 20.4% to $36.4 million. Operating margin increased to 5.0%, up from 4.3% in the prior year. The margin increase is attributed to a decrease in bad debt and general and administrative expenses as a percentage of revenues in the Group's Contract Dining Division, and payroll and related cost decreases in the Group's Family Dining Division. The decrease in bad debt is related to improved credit management, and the general and administrative savings are related to tighter cost controls. These decreases were partially offset by an increase in cost of goods sold for the Group's Contract Dining Division due to the addition of several large accounts which have higher food costs than the average unit in the prior year, and an increase in closing expenses associated with anticipated closings during fiscal 1994 in the Group's Family Dining Division. Operating units are constantly being evaluated to determine their long-range profitability and value to the Company.

Interest Expense (Income) Net interest expense decreased 74.4% in fiscal 1993 due to the early retirements of the $22.5 million Trust Company Bank note on December 16, 1992, and the $1.0 million Industrial Development Bond Lease on December 1, 1992. 29

Income Tax Expense The effective income tax rate increased to 37.3% in 1993 from 36.5% in 1992 due to increases in state income tax rates, decreases in non-taxable interest generated from the Company's cash investments and a decrease in targeted jobs tax credits. The targeted jobs tax credit program expired June 30, 1992, but was renewed retroactively to that date in the Omnibus Budget Reconciliation Act of 1993, passed in August of 1993. 2. LIQUIDITY AND CAPITAL RESOURCES 2.1 Cash Flow from Operating Activities In fiscal 1994, net cash provided by operating activities totaled $92.7 million. See the Consolidated Statements of Cash Flows on page 37 for more information. 2.2 Short-Term Borrowings and Credit Facilities The Company had lines of credit with various banks totaling $138 million at June 4, 1994. The Company utilized its lines of credit with various financial institutions in fiscal 1994 to meet operational cash needs, including stock repurchases. The Company had unused lines of credit totalling $120.6 million at June 4, 1994, of which $13.6 million were committed and $107 million were noncommitted. The Company expects to fund operations and capital expansion from operating cash flows as well as from these lines of credit in fiscal 1995. See Note 8 of Notes to Consolidated Financial Statements of this report for a detailed discussion of short-term borrowings and credit facilities. 2.3 Long-Term Debt Long-term debt decreased a net $3.6 million from the prior year due to the first annual installment of the note payable to Life Insurance Company of Georgia being due currently, and normally scheduled payments made during the year, offset in part by the addition of a mortgage associated with the purchase of a retail site. The Company does not anticipate the need for any additional long-term debt financing in fiscal year 1995. 2.4 Working Capital Working capital and the current ratio as of June 4, 1994 were $(43.0) million and 0.6, respectively. The $44.9 million decrease in fiscal 1994 working capital is due to increased cash outlays for capital expenditures and stock repurchases during the fiscal year. 2.5 Capital Expenditures Property and equipment expenditures for fiscal 1994 were $90.3 million, 43.4% higher than the prior year. During fiscal year 1994, 50 Ruby Tuesday Group restaurants were opened compared to 55 budgeted openings and 10 Morrison's Fresh Cooking units were opened. Capital expenditures for fiscal 1995 are projected to be $116.6 million. Projected openings for fiscal year 1995 include in excess of 60 Ruby Tuesday Group restaurants and approximately 30 Fresh Cooking units and family cafeteria-style restaurants. 2.6 Dividends Cash dividends paid to stockholders during fiscal 1994 equaled $11.9 million. Management's financial strategy for the coming four years sets a policy to increase dividends paid to stockholders by five percent annually, based on the achievement of estimated earnings growth. 2.7 Deferred Tax Assets The recognition of deferred tax assets depends on the anticipated existence of taxable income in future periods in amounts sufficient to realize the assets. A valuation allowance must be used to reduce the deferred tax asset if such future income is not likely to be generated. Management believes that future taxable income should be sufficient to realize all of the Company's deferred tax assets based on the historical earnings of the Company, and therefore, a valuation allowance has not been established. 3. KNOWN EVENTS, UNCERTAINTIES AND TRENDS 3.1 Financial and Stock Repurchase Plans On March 30, 1994, the Board of Directors adopted a new financial strategy that places more emphasis on debt management and establishes a target capital structure which will utilize a prudent amount of debt to minimize the weighted average cost of capital while allowing the Company to maintain financial flexibility and the equivalent of an investment-grade (BBB) bond rating. The financial strategy

Income Tax Expense The effective income tax rate increased to 37.3% in 1993 from 36.5% in 1992 due to increases in state income tax rates, decreases in non-taxable interest generated from the Company's cash investments and a decrease in targeted jobs tax credits. The targeted jobs tax credit program expired June 30, 1992, but was renewed retroactively to that date in the Omnibus Budget Reconciliation Act of 1993, passed in August of 1993. 2. LIQUIDITY AND CAPITAL RESOURCES 2.1 Cash Flow from Operating Activities In fiscal 1994, net cash provided by operating activities totaled $92.7 million. See the Consolidated Statements of Cash Flows on page 37 for more information. 2.2 Short-Term Borrowings and Credit Facilities The Company had lines of credit with various banks totaling $138 million at June 4, 1994. The Company utilized its lines of credit with various financial institutions in fiscal 1994 to meet operational cash needs, including stock repurchases. The Company had unused lines of credit totalling $120.6 million at June 4, 1994, of which $13.6 million were committed and $107 million were noncommitted. The Company expects to fund operations and capital expansion from operating cash flows as well as from these lines of credit in fiscal 1995. See Note 8 of Notes to Consolidated Financial Statements of this report for a detailed discussion of short-term borrowings and credit facilities. 2.3 Long-Term Debt Long-term debt decreased a net $3.6 million from the prior year due to the first annual installment of the note payable to Life Insurance Company of Georgia being due currently, and normally scheduled payments made during the year, offset in part by the addition of a mortgage associated with the purchase of a retail site. The Company does not anticipate the need for any additional long-term debt financing in fiscal year 1995. 2.4 Working Capital Working capital and the current ratio as of June 4, 1994 were $(43.0) million and 0.6, respectively. The $44.9 million decrease in fiscal 1994 working capital is due to increased cash outlays for capital expenditures and stock repurchases during the fiscal year. 2.5 Capital Expenditures Property and equipment expenditures for fiscal 1994 were $90.3 million, 43.4% higher than the prior year. During fiscal year 1994, 50 Ruby Tuesday Group restaurants were opened compared to 55 budgeted openings and 10 Morrison's Fresh Cooking units were opened. Capital expenditures for fiscal 1995 are projected to be $116.6 million. Projected openings for fiscal year 1995 include in excess of 60 Ruby Tuesday Group restaurants and approximately 30 Fresh Cooking units and family cafeteria-style restaurants. 2.6 Dividends Cash dividends paid to stockholders during fiscal 1994 equaled $11.9 million. Management's financial strategy for the coming four years sets a policy to increase dividends paid to stockholders by five percent annually, based on the achievement of estimated earnings growth. 2.7 Deferred Tax Assets The recognition of deferred tax assets depends on the anticipated existence of taxable income in future periods in amounts sufficient to realize the assets. A valuation allowance must be used to reduce the deferred tax asset if such future income is not likely to be generated. Management believes that future taxable income should be sufficient to realize all of the Company's deferred tax assets based on the historical earnings of the Company, and therefore, a valuation allowance has not been established. 3. KNOWN EVENTS, UNCERTAINTIES AND TRENDS 3.1 Financial and Stock Repurchase Plans On March 30, 1994, the Board of Directors adopted a new financial strategy that places more emphasis on debt management and establishes a target capital structure which will utilize a prudent amount of debt to minimize the weighted average cost of capital while allowing the Company to maintain financial flexibility and the equivalent of an investment-grade (BBB) bond rating. The financial strategy sets a target debt-to-capital ratio of 60%, including operating leases. The plan also provides for repurchasing Morrison stock whenever cash flow exceeds funding requirements while maintaining the target capital structure. Accordingly, the Board approved the repurchase of up to an additional 2.5 million shares, bringing the total authorized for repurchase to 4.6 million shares. During fiscal 1994, the Company purchased 1,504,829 shares at a total purchase price of $37.5 million under its various stock repurchase programs. 30

3.2 New Accounting Standards In November, 1992, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 112 - "Employers' Accounting for Postemployment Benefits" (SFAS 112), which must be adopted in fiscal year 1995. SFAS 112 requires employers to recognize the cost of benefits provided to former or inactive, but not retired, employees when an event occurs indicating payment of benefits is probable and the cost can be reasonably estimated. If the benefits accumulate or vest, the cost must be recognized over the active service period of the employee. The majority of the Company's postemployment benefits, including salary continuation and health care and life insurance for disabled employees, do not accumulate or vest and are currently recognized when benefits are paid or funded. The Company does not anticipate the effects of SFAS 112 to be material. In May, 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 115 (SFAS No. 115), "Accounting for Certain Investments in Debt and Equity Securities". SFAS 115 revises the accounting and reporting for all investments in debt securities and for investments in equity securities that have readily determinable fair values. The Company is required to adopt SFAS 115 no later than the beginning of fiscal 1995. Because of the issuance of SFAS 115, the Company reevaluated its investment policies and, as a result, concluded that upon the adoption of the statement, all of its equity securities would be classified as available-for-sale and its only debt security would be classified as held-to-maturity. Application of the new rules will result in an estimated increase of $200,000 to stockholders' equity, net of a $100,000 tax effect, as of June 5, 1994, representing the recognition in stockholders' equity of the unrealized appreciation that existed at June 4, 1994. In June, 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 116 (SFAS 116), "Accounting for Contributions Received and Contributions Made". SFAS 116 requires that unconditional contributions be recognized as expenses in the period in which the promise is made rather than when the payment is made. The Company is required to adopt SFAS 116 no later than fiscal 1995. The Company does not anticipate the effects of SFAS 116 to be material. 3.3 Seasonality of Operations The quarterly operating results as well as certain current assets and liabilities of the Morrison Group are affected by the traditional closings of educational institutions during the summer months and their subsequent reopenings at the beginning of September. 3.4 Impact of Inflation The Company has not experienced a significant overall impact from inflation. Although the impact of inflation on the cost of food, labor, real estate and construction can significantly affect the Company's operations, the Company can reduce this impact through increased menu prices to the extent competitive pressures will permit. 3.5 Impact of Health Care Reform The Company is currently monitoring the health care reform proposals being pursued by Congress. Due to the labor-intensive nature of the restaurant industry, any significant employer mandate to provide health care benefits to all employees could have a significant impact on the Company's results of operations, the amount of which is indeterminable at this time. 3.6 Management's Outlook The Company has made many significant advances to position itself for aggressive, strategic growth. In the Ruby Tuesday Group, the Mozzarella's concept will be one of the Company's growth vehicles. The concept specializes in pizzas, pastas, soups, salads and sandwiches, with a $9 average check. Sweetpea's, with classic American food, will serve as a test vehicle specializing in rotisserie chicken, vegetables, soups and salads, with an $8 average check. Ruby Tuesday, with burgers, ribs, fajitas, chicken, soups, salads and sandwiches, will maintain its aggressive posture. Thirty of the 38 L&N Seafood Grills will be converted to other Morrison concepts(Ruby Tuesdays, Mozzarella's Cafes or Sweetpea's). Also, the agreement entered into with Tia's offers the Company an attractive opportunity to enter the Tex-Mex dining segment. Management believes that it is positioned to take advantage of growth opportunities well into the future. In the Morrison Group, the sale of the education, business and industry contracts, as discussed in Note 12 of Notes to Consolidated Financial Statements, will allow the Company to focus on its leadership position in the health-care segment of the contract business. The Group's Family Dining Division has begun expansion of its Morrison's Fresh Cooking concept which specializes in home-meal replacement, highlighting fresh, wholesome chicken and vegetables served primarily in food-courts but also in free- standing and strip-center locations. The existing cafeterias have returned to a position of strong positive sales and earnings. The sale of the education, business and industry contracts and the phasing out of the L&N Seafood Grills (see Note 12 of Notes to Consolidated Financial Statements) are part of the Company's strategy to invest in high- growth businesses that have or can attain a dominant market position in their respective categories. Morrison will focus on accelerating the growth of its proven concepts in the Ruby Tuesday Group (Ruby Tuesday and Mozzarella's) and in the Morrison Group (Fresh Cooking and Health Care). Management believes that this realignment will strategically position the

3.2 New Accounting Standards In November, 1992, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 112 - "Employers' Accounting for Postemployment Benefits" (SFAS 112), which must be adopted in fiscal year 1995. SFAS 112 requires employers to recognize the cost of benefits provided to former or inactive, but not retired, employees when an event occurs indicating payment of benefits is probable and the cost can be reasonably estimated. If the benefits accumulate or vest, the cost must be recognized over the active service period of the employee. The majority of the Company's postemployment benefits, including salary continuation and health care and life insurance for disabled employees, do not accumulate or vest and are currently recognized when benefits are paid or funded. The Company does not anticipate the effects of SFAS 112 to be material. In May, 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 115 (SFAS No. 115), "Accounting for Certain Investments in Debt and Equity Securities". SFAS 115 revises the accounting and reporting for all investments in debt securities and for investments in equity securities that have readily determinable fair values. The Company is required to adopt SFAS 115 no later than the beginning of fiscal 1995. Because of the issuance of SFAS 115, the Company reevaluated its investment policies and, as a result, concluded that upon the adoption of the statement, all of its equity securities would be classified as available-for-sale and its only debt security would be classified as held-to-maturity. Application of the new rules will result in an estimated increase of $200,000 to stockholders' equity, net of a $100,000 tax effect, as of June 5, 1994, representing the recognition in stockholders' equity of the unrealized appreciation that existed at June 4, 1994. In June, 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 116 (SFAS 116), "Accounting for Contributions Received and Contributions Made". SFAS 116 requires that unconditional contributions be recognized as expenses in the period in which the promise is made rather than when the payment is made. The Company is required to adopt SFAS 116 no later than fiscal 1995. The Company does not anticipate the effects of SFAS 116 to be material. 3.3 Seasonality of Operations The quarterly operating results as well as certain current assets and liabilities of the Morrison Group are affected by the traditional closings of educational institutions during the summer months and their subsequent reopenings at the beginning of September. 3.4 Impact of Inflation The Company has not experienced a significant overall impact from inflation. Although the impact of inflation on the cost of food, labor, real estate and construction can significantly affect the Company's operations, the Company can reduce this impact through increased menu prices to the extent competitive pressures will permit. 3.5 Impact of Health Care Reform The Company is currently monitoring the health care reform proposals being pursued by Congress. Due to the labor-intensive nature of the restaurant industry, any significant employer mandate to provide health care benefits to all employees could have a significant impact on the Company's results of operations, the amount of which is indeterminable at this time. 3.6 Management's Outlook The Company has made many significant advances to position itself for aggressive, strategic growth. In the Ruby Tuesday Group, the Mozzarella's concept will be one of the Company's growth vehicles. The concept specializes in pizzas, pastas, soups, salads and sandwiches, with a $9 average check. Sweetpea's, with classic American food, will serve as a test vehicle specializing in rotisserie chicken, vegetables, soups and salads, with an $8 average check. Ruby Tuesday, with burgers, ribs, fajitas, chicken, soups, salads and sandwiches, will maintain its aggressive posture. Thirty of the 38 L&N Seafood Grills will be converted to other Morrison concepts(Ruby Tuesdays, Mozzarella's Cafes or Sweetpea's). Also, the agreement entered into with Tia's offers the Company an attractive opportunity to enter the Tex-Mex dining segment. Management believes that it is positioned to take advantage of growth opportunities well into the future. In the Morrison Group, the sale of the education, business and industry contracts, as discussed in Note 12 of Notes to Consolidated Financial Statements, will allow the Company to focus on its leadership position in the health-care segment of the contract business. The Group's Family Dining Division has begun expansion of its Morrison's Fresh Cooking concept which specializes in home-meal replacement, highlighting fresh, wholesome chicken and vegetables served primarily in food-courts but also in free- standing and strip-center locations. The existing cafeterias have returned to a position of strong positive sales and earnings. The sale of the education, business and industry contracts and the phasing out of the L&N Seafood Grills (see Note 12 of Notes to Consolidated Financial Statements) are part of the Company's strategy to invest in high- growth businesses that have or can attain a dominant market position in their respective categories. Morrison will focus on accelerating the growth of its proven concepts in the Ruby Tuesday Group (Ruby Tuesday and Mozzarella's) and in the Morrison Group (Fresh Cooking and Health Care). Management believes that this realignment will strategically position the

Company to attain its growth and profitability objectives of creating value for its stockholders, its customers and its employees. 31
SUMMARY OF OPERATIONS MORRISON RESTAURANTS INC. AND SUBSIDIARIES (In thousands except per-share data) 1994 Revenues........................................ Income Before Provision for Income Taxes and Cumulative Effect of Accounting Changes..... Provision for Federal and State Income Taxes.... Income Before Cumulative Effect of Accounting Changes............................ Cumulative Effect of Accounting Changes, net: Postretirement benefits....................... Income taxes.................................. Net Income...................................... Earnings Per Common and Common Equivalent Share: Primary: Before Cumulative Effect of Accounting Changes. Cumulative Effect of Accounting Changes, net: Postretirement benefits...................... Income taxes................................. -----------$ 44,684 ============ $ 1,213,389 ============ $ 71,157 1993 $ 1,099,845 ============ $ 60,884 Fiscal Year 1992 $ 1,038,946 ============ $ 51,445 1991 $ 970,5 ======== $ 42,4

26,473 -----------44,684

22,725 -----------38,159

18,774 -----------32,671

15,8 -------26,6

(2,579) 2,395 -----------$ 37,975 ============

-----------$ 32,671 ============

-------$ 26,6 ========

$1.20

$1.01 (0.07) 0.06 -----------$1.00 ============

$0.87

$0.

-----------$1.20 ============ Earnings Per Common and Common Equivalent Share: Fully Diluted: Before Cumulative Effect of Accounting Changes. Cumulative Effect of Accounting Changes, net: Postretirement benefits...................... Income taxes.................................

----------$0.87 ===========

------$0. =======

$1.20

$1.01 (0.07) 0.06 -----------$1.00 ============

$0.86

$0.

-----------$1.20 ============ Weighted average shares used in earnings per common and common equivalent share computation: Primary..................................... Fully Diluted...............................

----------$0.86 ===========

------$0. =======

37,367 37,388

38,078 38,151

37,435 37,799

37,3 37,3

All fiscal years are composed of 52 weeks except 1992 which contains 53 weeks. Weighted average shares and all per-share data for prior years have been restated to give effect to commo and stock splits through June 4, 1994. Other Financial Data: Total Assets.................................. Long-Term Debt................................ Stockholders' Equity.......................... Cash Dividends Per Share of Common Stock...... Working Capital............................... Current Ratio.................................

$ $ $ $ $

408,453 9,526 221,136 0.33 (43,007) 0.6:1

$ $ $ $ $

382,620 13,085 219,624 0.32 1,906 1.0:1

$ $ $ $ $

369,732 35,919 203,577 0.29 22,852 1.3:1

$ $ $ $ $

331,4 38,0 181,2 0. 12,0 1.2

32
GROUP INFORMATION (In thousands) 1994 Sales: Ruby Tuesday Group............. $ 459,195 Morrison Group................. 754,349 Corporate and Other............ (155) $1,213,389 Fiscal Year 1993 1992

378,643 721,153 49 $1,099,845

$

$

334,613 703,830 503 $1,038,946

SUMMARY OF OPERATIONS MORRISON RESTAURANTS INC. AND SUBSIDIARIES (In thousands except per-share data) 1994 Revenues........................................ Income Before Provision for Income Taxes and Cumulative Effect of Accounting Changes..... Provision for Federal and State Income Taxes.... Income Before Cumulative Effect of Accounting Changes............................ Cumulative Effect of Accounting Changes, net: Postretirement benefits....................... Income taxes.................................. Net Income...................................... Earnings Per Common and Common Equivalent Share: Primary: Before Cumulative Effect of Accounting Changes. Cumulative Effect of Accounting Changes, net: Postretirement benefits...................... Income taxes................................. -----------$ 44,684 ============ $ 1,213,389 ============ $ 71,157 1993 $ 1,099,845 ============ $ 60,884 Fiscal Year 1992 $ 1,038,946 ============ $ 51,445 1991 $ 970,5 ======== $ 42,4

26,473 -----------44,684

22,725 -----------38,159

18,774 -----------32,671

15,8 -------26,6

(2,579) 2,395 -----------$ 37,975 ============

-----------$ 32,671 ============

-------$ 26,6 ========

$1.20

$1.01 (0.07) 0.06 -----------$1.00 ============

$0.87

$0.

-----------$1.20 ============ Earnings Per Common and Common Equivalent Share: Fully Diluted: Before Cumulative Effect of Accounting Changes. Cumulative Effect of Accounting Changes, net: Postretirement benefits...................... Income taxes.................................

----------$0.87 ===========

------$0. =======

$1.20

$1.01 (0.07) 0.06 -----------$1.00 ============

$0.86

$0.

-----------$1.20 ============ Weighted average shares used in earnings per common and common equivalent share computation: Primary..................................... Fully Diluted...............................

----------$0.86 ===========

------$0. =======

37,367 37,388

38,078 38,151

37,435 37,799

37,3 37,3

All fiscal years are composed of 52 weeks except 1992 which contains 53 weeks. Weighted average shares and all per-share data for prior years have been restated to give effect to commo and stock splits through June 4, 1994. Other Financial Data: Total Assets.................................. Long-Term Debt................................ Stockholders' Equity.......................... Cash Dividends Per Share of Common Stock...... Working Capital............................... Current Ratio.................................

$ $ $ $ $

408,453 9,526 221,136 0.33 (43,007) 0.6:1

$ $ $ $ $

382,620 13,085 219,624 0.32 1,906 1.0:1

$ $ $ $ $

369,732 35,919 203,577 0.29 22,852 1.3:1

$ $ $ $ $

331,4 38,0 181,2 0. 12,0 1.2

32
GROUP INFORMATION (In thousands) 1994 Sales: Ruby Tuesday Group............. $ 459,195 Morrison Group................. 754,349 Corporate and Other............ (155) $1,213,389 Operating Profit: Ruby Tuesday Group............. $ 38,990 Morrison Group................. 44,543 83,533 Corporate expenses.............. (12,325) Net interest (expense) income... (51) Fiscal Year 1993 1992

$

378,643 721,153 49 $1,099,845 $ 34,056 36,380 70,436 (9,235) (317)

334,613 703,830 503 $1,038,946 $ 29,646 30,208 59,854 (7,169) (1,240)

$

GROUP INFORMATION (In thousands) 1994 Sales: Ruby Tuesday Group............. $ 459,195 Morrison Group................. 754,349 Corporate and Other............ (155) $1,213,389 Operating Profit: Ruby Tuesday Group............. $ 38,990 Morrison Group................. 44,543 83,533 Corporate expenses.............. (12,325) Net interest (expense) income... (51) Income Before Provision for Income Taxes and Cumulative Effect of Accounting Changes... 71,157 Income taxes.................... 26,473 Income Before Cumulative Effect of Accounting Changes... Cumulative Effect of Accounting Changes, net: Postretirement benefits........ Income taxes................... Net Income...................... $ Operating Profit Margins: Ruby Tuesday Group............. Morrison Group................. Identifiable Total Assets: Ruby Tuesday Group............. $ Morrison Group................. Corporate and Other............ $ Gross Expenditures for Property and Equipment: Ruby Tuesday Group............. $ Morrison Group................. Corporate and Other............ $ Depreciation and Amortization Expense: Ruby Tuesday Group............. $ Morrison Group................. Corporate and Other............ $ Fiscal Year 1993 1992

378,643 721,153 49 $1,099,845 $ 34,056 36,380 70,436 (9,235) (317)

$

334,613 703,830 503 $1,038,946 $ 29,646 30,208 59,854 (7,169) (1,240)

$

60,884 22,725

51,445 18,774

44,684

38,159

32,671

44,684

$

(2,579) 2,395 37,975

$

32,671

8.5% 5.9% 214,737 162,100 31,616 408,453 $

9.0% 5.0% 166,700 161,216 54,704 382,620 $

8.9% 4.3% 135,074 157,564 77,094 369,732

$

$

69,252 20,150 928 90,330

$

$

47,475 15,213 298 62,986

$

$

28,280 9,041 438 37,759

22,645 16,346 780 39,771

$

$

18,157 16,658 634 35,449

$

$

15,571 17,427 662 33,660

Beginning with the first quarter of fiscal year 1995, the sales and operating profits for the Ruby Tuesday Group and the Morrison Group will be adjusted to exclude the results of the L&N Seafood Grills and B&I, which will be reported as a separate line in continuing operations.

33
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF INCOME MORRISON RESTAURANTS INC. AND SUBSIDIARIES (In thousands except per-share data) For the Fiscal Year Ended June 4, June 5, June 6, 1994 1993 1992 Revenues: Net sales and operating revenues................... Other revenues.....................................

$1,209,625 3,764

$1,098,268 1,577

$1,038,662 284

CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF INCOME MORRISON RESTAURANTS INC. AND SUBSIDIARIES (In thousands except per-share data) For the Fiscal Year Ended June 4, June 5, June 6, 1994 1993 1992 Revenues: Net sales and operating revenues................... Other revenues.....................................

$1,209,625 3,764 1,213,389

$1,098,268 1,577 1,099,845

$1,038,662 284 1,038,946

Operating Costs and Expenses: Cost of merchandise................................ Payroll and related costs.......................... Other.............................................. Selling, general and administrative................ Depreciation and amortization...................... Interest expense net of interest income totaling $1,172 in 1994, $1,822 in 1993, and $2,405 in 1992...................................

378,103 439,448 209,724 75,135 39,771

352,043 398,077 191,846 61,229 35,449

331,549 383,224 180,397 57,431 33,660

51 1,142,232

317 1,038,961

1,240 987,501

Income Before Provision for Income Taxes and Cumulative Effect of Accounting Changes............ Provision for Federal and State Income Taxes.........

71,157 26,473

60,884 22,725

51,445 18,774

Income Before Cumulative Effect of Accounting Changes Cumulative Effect of Accounting Changes, net: Postretirement benefits............................ Income taxes....................................... Net Income........................................... Primary Earnings Per Common and Common Equivalent Share: Before Cumulative Effect of Accounting Changes..... Cumulative Effect of Accounting Changes, net: Postretirement benefits.......................... Income taxes..................................... Primary Earnings Per Common and Common Equivalent Share................................................ Fully Diluted Earnings Per Common and Common Equivalent Share: Before Cumulative Effect of Accounting Changes..... Cumulative Effect of Accounting Changes, net: Postretirement benefits.......................... Income taxes..................................... Fully Diluted Earnings Per Common and Common Equivalent Share..................................... Weighted average shares used in earnings per common and common equivalent share computation: Primary............................................ Fully Diluted ..................................... $

44,684

38,159 (2,579) 2,395

32,671

44,684

$

37,975

$

32,671

$

1.20

$

1.01 (0.07) 0.06

$

0.87

$

1.20

$

1.00

$

0.87

$

1.20

$

1.01 (0.07) 0.06

$

0.86

$

1.20

$

1.00

$

0.86

37,367 37,388

38,078 38,151

37,435 37,799

The accompanying notes are an integral part of the consolidated financial statements.

34
CONSOLIDATED BALANCE SHEETS MORRISON RESTAURANTS INC. AND SUBSIDIARIES (In thousands) June 4, June 5,

CONSOLIDATED BALANCE SHEETS MORRISON RESTAURANTS INC. AND SUBSIDIARIES (In thousands) June 4, 1994 ASSETS CURRENT ASSETS: Cash and short-term investments................................. Receivables: Trade, less allowance for doubtful accounts of $2,622 in 1994 and $3,087 in 1993.......................... Other......................................................... Inventories: Merchandise................................................... China, silver and supplies.................................... Prepaid expenses................................................ Deferred income tax benefits.................................... Total Current Assets.......................................... PROPERTY AND EQUIPMENT - at cost: Land............................................................ Buildings....................................................... Improvements.................................................... Restaurant equipment............................................ Other equipment................................................. Construction in progress........................................ Less accumulated depreciation and amortization.................. June 5, 1993

$

5,021

$ 31,372

28,396 4,663 11,523 4,873 13,327 11,813 79,616

27,704 6,336 10,908 4,595 10,124 13,482 104,521

15,753 48,487 187,113 181,084 52,519 22,825 507,781 240,124 267,657 22,571 38,609 $408,453

12,005 38,110 161,958 158,866 46,763 16,870 434,572 214,242 220,330 23,081 34,688 $382,620

COSTS IN EXCESS OF NET ASSETS ACQUIRED............................ OTHER ASSETS...................................................... TOTAL ASSETS.................................................. LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable - trade........................................ Short-term borrowings........................................... Accrued liabilities: Taxes, other than income taxes................................ Payroll and related costs..................................... Insurance..................................................... Rent and other................................................ Income taxes.................................................... Current portion of long-term debt............................... Total Current Liabilities..................................... LONG-TERM DEBT: Capital lease obligations....................................... Notes and mortgages payable.....................................

$ 30,401 17,416 14,571 22,725 23,225 10,180 4,105 122,623

$ 33,738

14,455 22,054 19,196 11,866 1,171 135 102,615

931 8,595 9,526 11,073 44,095

1,018 12,067 13,085 7,779 39,517

DEFERRED INCOME TAXES............................................. OTHER DEFERRED LIABILITIES........................................ STOCKHOLDERS' EQUITY: Common stock, $0.01 par value; (authorized: 50,000 shares; issued: 1994-43,644 shares; 1993-29,097 shares).............. Capital in excess of par value.................................. Retained earnings............................................... Less cost of treasury stock..................................... TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY....................

436 77,656 248,044 326,136 105,000 221,136 $408,453

291 75,181 215,226 290,698 71,074 219,624 $382,620

The accompanying notes are an integral part of the consolidated financial statements.

35
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY MORRISON RESTAURANTS INC. AND SUBSIDIARIES (In thousands except per-share data) Capital in Excess of Par Value $73,290 (76) 199 ( (70) (4,450) (1,184) (59,252)

Common Stock Issued Shares Amount Balance, June 1, 1991........................ Net Income................................. 3-for-2 Stock Split........................ Shares issued under stock bonus and stock option plans.............................. Cash Dividends of $0.29 per common share... Purchase of Treasury Stock including deferred compensation plan...... Balance, June 6, 1992........................ Net Income................................. Shares issued under stock bonus and stock option plans.............................. Cash Dividends of $0.32 per common share... Purchase of Treasury Stock including deferred compensation plan...... Balance, June 5, 1993........................ Net Income................................. 3-for-2 Stock Split........................ Shares issued under stock bonus and stock option plans.............................. Cash Dividends of $0.33 per common share... Purchase of Treasury Stock including deferred compensation plan...... Balance, June 4, 1994........................ 19,399 9,698 $194 97

Treasury Stock Shares Amount (2,995) $ (59,576) (1,460) 75 24 1,484

Re Ea $1

29,097

291

73,413

1

241

2,981

1,768 (

29,097 14,547

291 145

(514) (4,723) (2,415) 484

(14,803) (71,074)

75,181 (145)

2

5,844

2,620 (

43,644

$

436

(1,681) (39,770) (8,335) $(105,000)

$77,656

$2

The accompanying notes are an integral part of the consolidated financial statements.

36
CONSOLIDATED STATEMENTS OF CASH FLOWS MORRISON RESTAURANTS INC. AND SUBSIDIARIES (In thousands) For the Fiscal Year Ended June 4, June 5, June 6, 1994 1993 1992 Operating Activities: Net Income....................................... Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting principles........................ Depreciation and amortization.................. Amortization of intangibles.................... Other, net..................................... Deferred income taxes.......................... Loss on disposition of assets.................. Changes in operating assets and liabilities: (Increase)/decrease in receivables........... (Increase) in inventories.................... (Increase) in prepaid and other assets............................... Increase in accounts payable, accrued and other liabilities........................... (Decrease)/increase in income taxes payable.. Net Cash Provided by Operating Activities... Investing Activities: Purchases of property and equipment............. Purchase of investments......................... Proceeds from disposal of assets................ Other, net...................................... $ 44,684 $ 37,975 $ 32,671

39,771 1,043 1,702 4,963 1,300 (1,278) (893) (1,907) 4,507 (1,171) 92,721

35,449 1,047 1,996 (2,356) 1,243 (3,729) (1,771) (1,613) 27,158 (2,745) 92,838

184 33,660 1,408 778 (5,299) 3,784 7,983 (749) (12,909) 18,887 3,462 83,676

(90,330) (759) 1,512 (4,150)

(62,986) (406) 1,150 (3,625)

(37,759) (6,475) 1,776 (1,735)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY MORRISON RESTAURANTS INC. AND SUBSIDIARIES (In thousands except per-share data) Capital in Excess of Par Value $73,290 (76) 199 ( (70) (4,450) (1,184) (59,252)

Common Stock Issued Shares Amount Balance, June 1, 1991........................ Net Income................................. 3-for-2 Stock Split........................ Shares issued under stock bonus and stock option plans.............................. Cash Dividends of $0.29 per common share... Purchase of Treasury Stock including deferred compensation plan...... Balance, June 6, 1992........................ Net Income................................. Shares issued under stock bonus and stock option plans.............................. Cash Dividends of $0.32 per common share... Purchase of Treasury Stock including deferred compensation plan...... Balance, June 5, 1993........................ Net Income................................. 3-for-2 Stock Split........................ Shares issued under stock bonus and stock option plans.............................. Cash Dividends of $0.33 per common share... Purchase of Treasury Stock including deferred compensation plan...... Balance, June 4, 1994........................ 19,399 9,698 $194 97

Treasury Stock Shares Amount (2,995) $ (59,576) (1,460) 75 24 1,484

Re Ea $1

29,097

291

73,413

1

241

2,981

1,768 (

29,097 14,547

291 145

(514) (4,723) (2,415) 484

(14,803) (71,074)

75,181 (145)

2

5,844

2,620 (

43,644

$

436

(1,681) (39,770) (8,335) $(105,000)

$77,656

$2

The accompanying notes are an integral part of the consolidated financial statements.

36
CONSOLIDATED STATEMENTS OF CASH FLOWS MORRISON RESTAURANTS INC. AND SUBSIDIARIES (In thousands) For the Fiscal Year Ended June 4, June 5, June 6, 1994 1993 1992 Operating Activities: Net Income....................................... Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting principles........................ Depreciation and amortization.................. Amortization of intangibles.................... Other, net..................................... Deferred income taxes.......................... Loss on disposition of assets.................. Changes in operating assets and liabilities: (Increase)/decrease in receivables........... (Increase) in inventories.................... (Increase) in prepaid and other assets............................... Increase in accounts payable, accrued and other liabilities........................... (Decrease)/increase in income taxes payable.. Net Cash Provided by Operating Activities... Investing Activities: Purchases of property and equipment............. Purchase of investments......................... Proceeds from disposal of assets................ Other, net...................................... Net Cash Used by Investing Activities....... Financing Activities: Proceeds from long-term debt.................... $ 44,684 $ 37,975 $ 32,671

39,771 1,043 1,702 4,963 1,300 (1,278) (893) (1,907) 4,507 (1,171) 92,721

35,449 1,047 1,996 (2,356) 1,243 (3,729) (1,771) (1,613) 27,158 (2,745) 92,838

184 33,660 1,408 778 (5,299) 3,784 7,983 (749) (12,909) 18,887 3,462 83,676

(90,330) (759) 1,512 (4,150) (93,727)

(62,986) (406) 1,150 (3,625) (65,867)

(37,759) (6,475) 1,776 (1,735) (44,193)

558

CONSOLIDATED STATEMENTS OF CASH FLOWS MORRISON RESTAURANTS INC. AND SUBSIDIARIES (In thousands) For the Fiscal Year Ended June 4, June 5, June 6, 1994 1993 1992 Operating Activities: Net Income....................................... Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting principles........................ Depreciation and amortization.................. Amortization of intangibles.................... Other, net..................................... Deferred income taxes.......................... Loss on disposition of assets.................. Changes in operating assets and liabilities: (Increase)/decrease in receivables........... (Increase) in inventories.................... (Increase) in prepaid and other assets............................... Increase in accounts payable, accrued and other liabilities........................... (Decrease)/increase in income taxes payable.. Net Cash Provided by Operating Activities... Investing Activities: Purchases of property and equipment............. Purchase of investments......................... Proceeds from disposal of assets................ Other, net...................................... Net Cash Used by Investing Activities....... Financing Activities: Proceeds from long-term debt.................... Net change in short-term borrowings............. Principal payments on long-term debt............ Principal payments on capital leases............ Proceeds from sale of stock, including treasury stock....................... Stock repurchases............................... Dividends paid.................................. Net Cash Used by Financing Activities....... (Decrease)/increase in Cash and Short-Term Investments............................... Cash and short-term investments at the beginning of the year..................................... Cash and short-term investments at the end of the year..................................... Supplemental Disclosures of Cash Flow Information Cash Paid for: Interest (net of amount capitalized)............ Income taxes, net............................... $ 44,684 $ 37,975 $ 32,671

39,771 1,043 1,702 4,963 1,300 (1,278) (893) (1,907) 4,507 (1,171) 92,721

35,449 1,047 1,996 (2,356) 1,243 (3,729) (1,771) (1,613) 27,158 (2,745) 92,838

184 33,660 1,408 778 (5,299) 3,784 7,983 (749) (12,909) 18,887 3,462 83,676

(90,330) (759) 1,512 (4,150) (93,727)

(62,986) (406) 1,150 (3,625) (65,867)

(37,759) (6,475) 1,776 (1,735) (44,193)

558 17,416 (11) (136) 8,464 (39,770) (11,866) (25,345) (26,351) 31,372 $ 5,021

(22,512) (1,259) 4,749 (14,803) (11,874) (45,699) (18,728) 50,100 $ 31,372

(979) (606) 1,728 (1,184) (10,879) (11,920) 27,563 22,537 $ 50,100

$

904

$

1,946

$

3,204

$ 25,298

$ 28,103

$ 23,897

The accompanying notes are an integral part of the consolidated financial statements.

37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MORRISON RESTAURANTS INC. AND SUBSIDIARIES June 4, 1994 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation - The accompanying consolidated financial statements include the accounts of Morrison Restaurants Inc. and its wholly-

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MORRISON RESTAURANTS INC. AND SUBSIDIARIES June 4, 1994 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation - The accompanying consolidated financial statements include the accounts of Morrison Restaurants Inc. and its whollyowned subsidiaries. Fiscal Year - The Company's fiscal year ends on the first Saturday after May 30. The fiscal years ended June 4, 1994, June 5, 1993, and June 6, 1992 were comprised of 52, 52, and 53 weeks, respectively. Inventories - Inventories consist of materials, food supplies, china and silver and are stated at the lower of cost (first in-first out) or market. Property and Equipment and Depreciation - Expenditures for replacements and betterments are capitalized, while maintenance and repairs are expensed as incurred. The cost of assets sold or retired and the related accumulated depreciation are removed from the accounts and any gain or loss is recognized. Depreciation for financial reporting purposes is computed using the straight-line method over the estimated useful lives of the assets or, for capital lease property, over the term of the lease, if shorter. Annual rates of depreciation range from 3% to 5% for buildings and from 8% to 34% for restaurant and other equipment. Income Taxes - The Company changed its method of accounting for income taxes in fiscal year 1993 by adoption of Statement of Financial Accounting Standards No. 109. Deferred income taxes are determined utilizing a liability approach. This method gives consideration to the future tax consequences associated with differences between financial accounting and tax bases of assets and liabilities. Certain prior year balance sheet amounts have been reclassified to conform to the current year presentation. Such reclassifications had no impact on working capital or stockholders' equity. Additional information regarding this statement is presented in Note 4. For the fiscal year ended June 6, 1992, the Company provided deferred income taxes to recognize the effect of timing differences between financial and tax reporting. Tax credits are utilized to reduce income tax expense in the year such credits are available. Pre-Opening Expenses - Salaries, personnel training costs and other expenses of opening new facilities are charged to expense as incurred. Earnings Per Share - Earnings per share are based on the weighted average number of shares outstanding during each year and are adjusted for the assumed conversion of shares issuable upon exercise of options, after the assumed repurchase of common shares with the related proceeds and after the adjustment for the stock splits and stock dividends through June 4, 1994. The difference between the primary and fully diluted earnings per share amounts shows the maximum extent of potential dilution of current earnings that conversions of shares could create. Intangible Assets - Excess of costs over the fair value of net assets acquired of purchased businesses generally is amortized on a straight-line basis over 40 years. The carrying value of goodwill is reviewed if facts and circumstances suggest that it may be impaired. At June 4, 1994 and June 5, 1993, accumulated amortization for costs in excess of net assets acquired was $6,736,000 and $5,967,000, respectively. Other intangibles are amortized over their specified lives, varying from five to 20 years. For the years ending June 4, 1994 and June 5, 1993, accumulated amortization for other intangibles was $4,394,000 and $4,120,000, respectively. Postretirement Benefits - In fiscal year 1993, the Company adopted the provisions of Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other than Pensions". The statement requires accrual of estimated cost of retiree benefit payments during the years that the employees render service. Prior to 1993, the Company expensed these benefits as paid. 2. BUSINESS SEGMENT The Company operates exclusively in the foodservice industry. During fiscal 1994, the Company was organized into two, rather than three, operating groups. The Company's two groups are: Ruby Tuesday Group - consists of Ruby Tuesdays, Mozzarella's Cafes, Silver Spoon Cafes, L&N Seafood Grills, and Sweetpea's, America's Good Eats. Morrison Group - comprised of Morrison's Cafeterias, Sadie's Buffets and Grills, Morrison's Fresh Cooking, and contract food service accounts. For fiscal year 1994, contract food services consisted of health care (60%), education (19%), and business and industry (21%). Operating Profit is defined as income from operations before unallocated general and administrative expenses, net interest expense (income) and income taxes. Corporate assets consist primarily of cash (including short-term investments) and certain property, including the administrative headquarters. Financial data with respect to the Company's Groups is presented on page 33. 3. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS In fiscal 1993, the Company adopted the provisions of Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other than Pensions" (SFAS 106). The Company provides health care benefits to substantially all retired

employees and life insurance benefits to certain retirees. Benefits are funded as medical claims and life 38

insurance premiums are incurred. Retirees become eligible for retirement benefits if they meet certain service and minimum age requirements. This statement requires accrual of these postretirement health care and life insurance benefits during the years an employee provides services. The total postretirement benefit costs for fiscal 1994 and fiscal 1993 were $548,000 and $407,000, respectively. Prior to fiscal 1993, the expense for these benefits was recognized as paid. As of June 7, 1992, the cumulative effect of adopting SFAS 106, which is reported separately in the consolidated statement of income for the fiscal year ended June 5, 1993, resulted in a charge of $2,579,000, or $0.07 per share, which is net of a tax benefit of $1,594,000. The actuarial present value of accumulated postretirement benefit obligations and the amounts recognized in the Company's consolidated balance sheets at June 4, 1994 and June 5, 1993 are as follows:
(In thousands) 1994 1993 4,355 $3,211 882 713 671 588 5,908 4,512 (1,747) (434) $4,161 $4,078

Retirees Fully eligible active plan participants Other active plan participants Accumulated postretirement benefit obligation Unrecognized net loss Accrued postretirement benefit cost

The postretirement benefit cost for the years ended June 4, 1994 and June 5, 1993, was as follows:
(In thousands) 1994 1993 $ 38 $ 29 380 378 130 $ 548 $ 407

Service Cost Interest cost Amortization of unrecognized net loss Postretirement benefit cost

The assumed health care cost trend rate used in measuring the accumulated postretirement benefit obligation was 0% because the Company's plan calls for a level future contribution by the employer. Measurement of the accumulated postretirement benefit obligation was based on an assumed 7.5% discount rate for fiscal 1994 and 9.5% for 1993. 4. INCOME TAXES Provisions for income taxes were calculated according to the precepts of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109) in fiscal years 1994 and 1993 and according to Accounting Principles Board Opinion No. 11 in fiscal 1992. The Company adopted SFAS 109 effective June 7, 1992, the first day of fiscal year 1993. SFAS 109 required a change from the deferred to the liability method of computing deferred income taxes. The cumulative effect of this change in accounting principle increased fiscal 1993 net income by $2,395,000, or $0.06 per share, and is reported separately in the consolidated statement of income for the fiscal year ended June 5, 1993. The impact of the 1% increase in the top marginal corporate income tax rate from 34% to 35% effective January 1, 1993 on the provision and deferred tax assets and liabilities of the Company was immaterial. The components of income tax expense attributable to operations for the years ended June 4, 1994, June 5, 1993, and June 6, 1992, are as follows:
(In thousands) Liability Liability Deferred Method Method Method 1994 1993 1992 Current: Federal.......................... State............................ $ 17,587 3,923 21,510 $ 20,893 4,369 25,262 $ 18,009 3,696 21,705

insurance premiums are incurred. Retirees become eligible for retirement benefits if they meet certain service and minimum age requirements. This statement requires accrual of these postretirement health care and life insurance benefits during the years an employee provides services. The total postretirement benefit costs for fiscal 1994 and fiscal 1993 were $548,000 and $407,000, respectively. Prior to fiscal 1993, the expense for these benefits was recognized as paid. As of June 7, 1992, the cumulative effect of adopting SFAS 106, which is reported separately in the consolidated statement of income for the fiscal year ended June 5, 1993, resulted in a charge of $2,579,000, or $0.07 per share, which is net of a tax benefit of $1,594,000. The actuarial present value of accumulated postretirement benefit obligations and the amounts recognized in the Company's consolidated balance sheets at June 4, 1994 and June 5, 1993 are as follows:
(In thousands) 1994 1993 4,355 $3,211 882 713 671 588 5,908 4,512 (1,747) (434) $4,161 $4,078

Retirees Fully eligible active plan participants Other active plan participants Accumulated postretirement benefit obligation Unrecognized net loss Accrued postretirement benefit cost

The postretirement benefit cost for the years ended June 4, 1994 and June 5, 1993, was as follows:
(In thousands) 1994 1993 $ 38 $ 29 380 378 130 $ 548 $ 407

Service Cost Interest cost Amortization of unrecognized net loss Postretirement benefit cost

The assumed health care cost trend rate used in measuring the accumulated postretirement benefit obligation was 0% because the Company's plan calls for a level future contribution by the employer. Measurement of the accumulated postretirement benefit obligation was based on an assumed 7.5% discount rate for fiscal 1994 and 9.5% for 1993. 4. INCOME TAXES Provisions for income taxes were calculated according to the precepts of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109) in fiscal years 1994 and 1993 and according to Accounting Principles Board Opinion No. 11 in fiscal 1992. The Company adopted SFAS 109 effective June 7, 1992, the first day of fiscal year 1993. SFAS 109 required a change from the deferred to the liability method of computing deferred income taxes. The cumulative effect of this change in accounting principle increased fiscal 1993 net income by $2,395,000, or $0.06 per share, and is reported separately in the consolidated statement of income for the fiscal year ended June 5, 1993. The impact of the 1% increase in the top marginal corporate income tax rate from 34% to 35% effective January 1, 1993 on the provision and deferred tax assets and liabilities of the Company was immaterial. The components of income tax expense attributable to operations for the years ended June 4, 1994, June 5, 1993, and June 6, 1992, are as follows:
(In thousands) Liability Liability Deferred Method Method Method 1994 1993 1992 Current: Federal.......................... State............................ Deferred: Federal.......................... State............................ $ 17,587 3,923 21,510 4,204 759 4,963 $ 26,473 $ 20,893 4,369 25,262 (2,089) (448) (2,537) $ 22,725 $ 18,009 3,696 21,705 (2,408) (523) (2,931) $ 18,774

39

Deferred tax assets and liabilities at June 4, 1994 and June 5, 1993 are comprised of the following:

Deferred tax assets and liabilities at June 4, 1994 and June 5, 1993 are comprised of the following:
(In thousands) 1994 1993 Deferred Tax Assets Unit closing reserve............ Escalating rents................ Employee benefits............... Insurance reserves.............. Bad debt reserve................ Other........................... Total deferred tax assets...... Deferred Tax Liabilities Depreciation.................... Retirement plans................ Prepaid deductions.............. Other........................... Total deferred tax liabilities. Net deferred tax asset......... $

$

2,664 2,413 11,076 12,452 1,029 1,181 30,815

$

3,520 1,336 10,286 11,343 1,178 1,541 29,204

25,494 2,169 1,659 753 30,075 740 $

21,321 2,092 88 23,501 5,703

For fiscal year 1992, the deferred income tax liability results from timing differences in the recognition of income and expense for tax and financial reporting purposes. A summary of the components of the provision for deferred income taxes follows:
(In thousands) 1992 Excess of tax over financial depreciation.......... Provision for unit closings........................ Insurance program ................................. Retirement plans' expense.......................... Vacation and sick-pay expense...................... Other timing differences........................... $ 769 (898) (2,250) (183) (356) (13) $ (2,931)

A reconciliation from the statutory Federal income tax expense to the reported income tax expense is as follows:
(In thousands) 1994 1993 1992 $ 24,905 $ 20,701 $ 17,492 3,006 (2,163) 725 $ 26,473 2,532 (901) 393 $ 22,725 2,037 (1,184) 429 $ 18,774

Statutory Federal income tax...... State income taxes net of Federal income tax benefit........ Tax credits....................... Other, net........................

The effective income tax rate was 37.2%, 37.3%, and 36.5% in 1994, 1993, and 1992, respectively. 40

5. CASH AND SHORT-TERM INVESTMENTS The Company's cash management program provides for the investment of excess cash balances in short-term money market instruments. Short-term investments at June 4, 1994 and June 5, 1993, of approximately $966,000 and $25,786,000, respectively, consisted primarily of tax exempt short-term securities. Short-term investments are stated at cost, which approximates market. The Company considers cash on hand at restaurants, deposits in banks, and short-term marketable securities with a maturity of three months or less when purchased to be cash and short-term investments. 6. FAIR VALUE OF FINANCIAL INSTRUMENTS The accompanying table provides disclosure of the

5. CASH AND SHORT-TERM INVESTMENTS The Company's cash management program provides for the investment of excess cash balances in short-term money market instruments. Short-term investments at June 4, 1994 and June 5, 1993, of approximately $966,000 and $25,786,000, respectively, consisted primarily of tax exempt short-term securities. Short-term investments are stated at cost, which approximates market. The Company considers cash on hand at restaurants, deposits in banks, and short-term marketable securities with a maturity of three months or less when purchased to be cash and short-term investments. 6. FAIR VALUE OF FINANCIAL INSTRUMENTS The accompanying table provides disclosure of the estimated fair value of the Company's financial instruments, presented in accordance with the requirements of Statement of Financial Accounting Standards No. 107 (SFAS 107) issued by the Financial Accounting Standards Board. The disclosures include all financial instruments other than specified items such as leases, subsidiary investments, and pension and benefit obligations. The disclosures also exclude the effect of taxes and other expenses that would be incurred in a market transaction. Cash and short-term investments: The carrying amount reported in the balance sheet for cash and short- term investments approximates fair value. Notes receivable: The fair value of the Company's notes receivable is based on expected future cash flows discounted at market interest rates. Short-term borrowings: The carrying amount reported in the balance sheet for short-term borrowings approximates fair value. Long-term debt: The fair value of the Company's long-term debt is based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities. The carrying amounts and estimated fair values of the Company's financial instruments at June 4, 1994 and June 5, 1993 are as follows:
(In thousands) 1994 1993 Carrying Fair Carrying Fair Amount Value Amount Value $ 5,021 $ 5,021 $31,372 $31,372 $ 9,507 $ 8,925 $ 3,760 $ 3,474 $17,416 $17,416 $ -0- $ -0$12,625 $13,003 $12,078 $13,140

Cash and short-term investments.. Notes receivable................. Short-term borrowings............ Long-term debt...................

7. EMPLOYEE BENEFIT PLANS Salary Deferral Plan - Under the Morrison Restaurants Inc. Salary Deferral Plan each eligible employee, as defined in the Plan, may elect to make pre-tax contributions to a trust fund in amounts ranging from 2% to 10% of their annual earnings. Employees contributing a pre-tax contribution of at least 2% may elect to make after-tax contributions not in excess of 10% of annual earnings. The Company contribution to the Plan is based on the employee's pre-tax contribution and years of service. After three years of service the Company contributes 20% of the employee's pre-tax contribution, 30% after 10 years of service and 40% after 20 years of service. Normally, the full amount of each participant's interest in the trust fund is paid upon retirement or total disability. However, the Plan allows participants to make early withdrawals of pre-tax and after-tax contributions, subject to certain restrictions. The Plan may be terminated by the Company at any time. The Company's contributions to the trust fund approximated $711,000, $692,000, and $586,000 for 1994, 1993, and 1992, respectively. Deferred Compensation Plan - The Company maintains the Morrison Restaurants Inc. Deferred Compensation Plan for certain selected employees. The provisions of this non-qualified Plan are similar to those of the Salary Deferral Plan except for the employees who are eligible to participate. The Company's contributions under the Plan approximated $483,000, $502,000, and $413,000 for 1994, 1993, and 1992, respectively. Assets of the Plan are held by a rabbi trust. Under current accounting rules, assets of a rabbi trust must be accounted for as if they are assets of the Company, therefore, all earnings and expenses are recorded in the Company's financial statements. The net of the rabbi trust's earnings and losses is recorded as additional liability to the participants and

is considered to be interest expense to the Company. The Company recorded $566,000, $457,000, and $462,000 interest expense for this Plan in 1994, 1993, and 1992, respectively. Assets of the Plan approximated $13,083,000 and $10,019,000 in 1994 and 1993 and includes $5,517,000 and $3,212,000 of Morrison Restaurants Inc. Common Stock which is accounted for as treasury stock. 41

Retirement Plan - Effective December 31, 1987, the Morrison Restaurants Inc. Retirement Plan was amended so that no additional benefits will accrue and no new participants will enter the Plan after that date. Participants will receive benefits based upon salary and length of service. The Company contributed $2,622,000 to the Plan in 1992. No contribution was made in 1994 or 1993. The Company recorded income of $95,000 in 1994 and $79,000 in 1993 but recognized net pension expense in 1992 of $141,000. Executive Supplemental Pension Plan - Under the unfunded Executive Supplemental Pension Plan, selected employees become eligible to receive supplemental retirement payments based upon salary and length of service, reduced by social security benefits and amounts otherwise receivable under the Retirement Plan. Expenses under the Plan approximated $905,000, $717,000, and $689,000 for 1994, 1993, and 1992, respectively. Management Retirement Plan - Under the unfunded Morrison Restaurants Inc. Management Retirement Plan, individuals actively employed by the Company as of June 1, 1989, or thereafter, who have 15 years of credited service and whose average annual compensation for the immediately preceding three calendar years equalled or exceeded $40,000, become participants. Participants will receive benefits based upon salary and length of service, reduced by social security benefits and benefits payable under the Retirement Plan and Executive Supplemental Pension Plan. Expenses recognized approximated $492,000, $294,000, and $256,000 in 1994, 1993, and 1992, respectively. To provide a funding source for the payments of benefits under the Executive Supplemental Pension Plan and the Management Retirement Pension Plan, the Company owns whole-life insurance contracts on some of the participants. The to-date cash value of these policies net of policy loans is $2,462,000. The Company has established a rabbi trust to hold the policies and death benefits as they are received. The following table details the components of pension expense, the funded status and amounts recognized in the Company's Consolidated Financial Statements for the Management Retirement Plan, the Executive Supplemental Pension Plan, and the Retirement Plan.
(In thousands) Assets Exceed(Less Than) Accumulated Benefits Exceed Assets Accumulated Benefits Executive Supplemental Pension Plan Retirement Plan and Management Retirement Plan June 4, June 5, June 6, June 4, June 5, Jun 1994 1993 1992 1994 1993 1 Components of pension expense (income): Service cost.........................$ 0 Interest cost........................ 1,395 Actual return on plan assets......... (2,076) Amortization and deferral............ 586 $ (95) Plan assets at fair value.............$19,832 Actuarial present value of projected benefit obligations: Accumulated benefit obligations: Vested............................ 19,383 Nonvested......................... Provision for future salary increases.......................... Total projected benefit obligations... 19,383 Excess (deficit) of plan assets over projected benefit obligations........ 449 Unrecognized net loss (gain).......... 2,985 Unrecognized prior service cost....... 19 Unrecognized net transition obligation 2,093 Additional minimum liability.......... Prepaid (accrued) pension cost........$ 5,546

$

0 1,558 (1,935) 298 $ (79) $19,653

0 1,568 (1,599) 172 $ 141 $20,097

$

$

203 705

$

195 616

$

489 $ 1,397 $ 0

200 $ 1,011 $ 0

$ $

16,281

17,151

5,973 1,711 4,332 12,016 (12,016) 457 604 3,693 (980) $( 8,242)

3,640 1,225 2,243 7,108 (7,108) (3,689) 777 3,990 (366) $( 6,396)

3,

16,281 3,372 (325) 49 2,355 $ 5,451

17,151 2,946 (276) 80 2,617 $ 5,367

2, 6, (6, (3, 4, ( $( 5,

The Retirement Plan's assets include common stock, fixed income securities, short-term investments and cash. The discount rate is 7.5% for all three plans for 1994 and 9.5% for 1993 and 1992. The rate of increase in

Retirement Plan - Effective December 31, 1987, the Morrison Restaurants Inc. Retirement Plan was amended so that no additional benefits will accrue and no new participants will enter the Plan after that date. Participants will receive benefits based upon salary and length of service. The Company contributed $2,622,000 to the Plan in 1992. No contribution was made in 1994 or 1993. The Company recorded income of $95,000 in 1994 and $79,000 in 1993 but recognized net pension expense in 1992 of $141,000. Executive Supplemental Pension Plan - Under the unfunded Executive Supplemental Pension Plan, selected employees become eligible to receive supplemental retirement payments based upon salary and length of service, reduced by social security benefits and amounts otherwise receivable under the Retirement Plan. Expenses under the Plan approximated $905,000, $717,000, and $689,000 for 1994, 1993, and 1992, respectively. Management Retirement Plan - Under the unfunded Morrison Restaurants Inc. Management Retirement Plan, individuals actively employed by the Company as of June 1, 1989, or thereafter, who have 15 years of credited service and whose average annual compensation for the immediately preceding three calendar years equalled or exceeded $40,000, become participants. Participants will receive benefits based upon salary and length of service, reduced by social security benefits and benefits payable under the Retirement Plan and Executive Supplemental Pension Plan. Expenses recognized approximated $492,000, $294,000, and $256,000 in 1994, 1993, and 1992, respectively. To provide a funding source for the payments of benefits under the Executive Supplemental Pension Plan and the Management Retirement Pension Plan, the Company owns whole-life insurance contracts on some of the participants. The to-date cash value of these policies net of policy loans is $2,462,000. The Company has established a rabbi trust to hold the policies and death benefits as they are received. The following table details the components of pension expense, the funded status and amounts recognized in the Company's Consolidated Financial Statements for the Management Retirement Plan, the Executive Supplemental Pension Plan, and the Retirement Plan.
(In thousands) Assets Exceed(Less Than) Accumulated Benefits Exceed Assets Accumulated Benefits Executive Supplemental Pension Plan Retirement Plan and Management Retirement Plan June 4, June 5, June 6, June 4, June 5, Jun 1994 1993 1992 1994 1993 1 Components of pension expense (income): Service cost.........................$ 0 Interest cost........................ 1,395 Actual return on plan assets......... (2,076) Amortization and deferral............ 586 $ (95) Plan assets at fair value.............$19,832 Actuarial present value of projected benefit obligations: Accumulated benefit obligations: Vested............................ 19,383 Nonvested......................... Provision for future salary increases.......................... Total projected benefit obligations... 19,383 Excess (deficit) of plan assets over projected benefit obligations........ 449 Unrecognized net loss (gain).......... 2,985 Unrecognized prior service cost....... 19 Unrecognized net transition obligation 2,093 Additional minimum liability.......... Prepaid (accrued) pension cost........$ 5,546

0 1,558 (1,935) 298 $ (79) $19,653

$

0 1,568 (1,599) 172 $ 141 $20,097

$

$

203 705

$

195 616

$

489 $ 1,397 $ 0

200 $ 1,011 $ 0

$ $

16,281

17,151

5,973 1,711 4,332 12,016 (12,016) 457 604 3,693 (980) $( 8,242)

3,640 1,225 2,243 7,108 (7,108) (3,689) 777 3,990 (366) $( 6,396)

3,

16,281 3,372 (325) 49 2,355 $ 5,451

17,151 2,946 (276) 80 2,617 $ 5,367

2, 6, (6, (3, 4, ( $( 5,

The Retirement Plan's assets include common stock, fixed income securities, short-term investments and cash. The discount rate is 7.5% for all three plans for 1994 and 9.5% for 1993 and 1992. The rate of increase in compensation levels for the Executive Supplemental Pension Plan and Management Retirement Plan was 5% in all three years. The expected long- term rate of return on plan assets for the Retirement Plan is 10% for all three years. 42

8. NOTES AND MORTGAGES PAYABLE Notes and mortgages payable consists of the following:
(In thousands) 1994 1993 8.88% Senior Promissory Notes payable to Life Insurance Company of Georgia in equal annual principal installments of $4,000,000, commencing December 31, 1994 through 1996..... Other Notes and Mortgages.......... Less current maturities...............

$12,000 625 12,625 4,030 $ 8,595

$12,000 78 12,078 11 $12,067

Annual maturities of notes and mortgages at June 4, 1994 are as follows:
1995.................................... 1996.................................... 1997.................................... 1998.................................... 1999.................................... Subsequent years........................ $ $ $ $ $ $ 4,030 4,032 4,034 36 39 454

At June 4, 1994, land and buildings with a book value of approximately $1,670,000 collateralized the various obligations. Under various financing agreements, the Company has agreed to certain restrictions on the incurring of additional indebtedness and to certain minimum consolidated working capital and net worth requirements. In addition, the Company has agreed to restrict dividend payments (other than stock dividends) and purchases of its capital stock to amounts based on earnings after fiscal year 1990. At June 4, 1994, retained earnings in the amount of $2,146,000 were available for distribution. At June 4, 1994, the Company had committed lines of credit amounting to $31,000,000 and non-committed lines of credit amounting to $107,000,000 with various banks at various interest rates. These lines are subject to periodic review by each bank and may be canceled by the Company at any time. The Company utilized its lines of credit to meet operational cash needs during fiscal 1994. During fiscal 1994, borrowings on these lines of credit reached a period-end maximum of $17,416,000. There were no short- term borrowings during fiscal year 1993. At June 4, 1994, the Company was contingently liable for approximately $33,912,000 in letters of credit, issued primarily in connection with its insurance programs. Interest expense capitalized in connection with financing additions to property and equipment amounted to approximately $1,049,000 and $646,000 for the years ended June 4, 1994 and June 5, 1993, respectively. At June 4, 1994 and June 5, 1993, long-term debt amounts of $1,800,000 and $2,100,000, respectively, are considered extinguished in accordance with Statement of Financial Accounting Standards No. 76 concerning insubstance defeasance of corporate debt. U. S. Treasury Bills and cash have been placed in an irrevocable trust to satisfy scheduled payments of both interest and principal on these defeased obligations. 9. LEASES Various operations of the Company are conducted in leased premises. Initial lease terms expire at various dates over the next 23 years and may provide for escalation of rent during the lease term. Most of these leases provide for additional contingent rents based upon sales volume and contain options to renew (at adjusted rentals for some leases). The administrative headquarters has a lease term ending in 1998 and provides an option to purchase at a nominal amount at the end of the initial lease term. Assets recorded under capital leases at June 4, 1994 and June 5, 1993 (included in Property and Equipment in the accompanying consolidated balance sheets) are as follows:
(In thousands) 1994 1993 $ 592 $ 767 6,042 6,367 6,634 7,134 3,557 3,829

Other equipment....... Buildings............. Less accumulated amortization........

Less accumulated

amortization........

3,557 $ 3,077

3,829 $ 3,305

43

At June 4, 1994, the future minimum lease payments under capital leases and operating leases for the next five years and in the aggregate are as follows:
(In thousands) Capital Operating Leases Leases $ 186 $ 42,265 185 41,575 185 40,931 185 40,058 185 38,539 890 243,373 1,816 810 $446,741

1995.................................... 1996.................................... 1997.................................... 1998.................................... 1999.................................... Subsequent years........................ Total minimum lease payments........................ Less amount representing interest....... Present value of minimum lease payments under capital leases (including current maturities of $75)............

$ 1,006

Rental expense pursuant to operating leases for the years ended June 4, 1994, June 5, 1993, and June 6, 1992 is summarized as follows:
(In thousands) 1994 1993 1992 $43,126 $37,505 $31,099 12,662 11,120 12,376 $55,788 $48,625 $43,475

Minimum rent............ Contingent rent.........

At June 4, 1994 and June 5, 1993, respectively, $1,520,000 and $2,005,000 of capital lease obligations are considered extinguished in accordance with Statement of Financial Accounting Standards No. 76 concerning insubstance defeasance of corporate debt. U. S. Treasury Bills and cash have been placed in an irrevocable trust to satisfy scheduled payments of both interest and principal on these capital lease obligations. 10. PREFERRED STOCK Under its Certificate of Incorporation the Company is authorized to issue preferred stock with a par value of $0.01 in an amount not to exceed 250,000 shares which may be divided into and issued in designated series, with dividend rates, rights of conversion, redemption, liquidation prices and other terms or conditions as determined by the Board of Directors. No preferred shares have been issued as of June 4, 1994. The Board of Directors has designated 50,000 of such shares as Series A Junior Participating Preferred Stock and has issued rights to acquire such shares, upon certain events, with an exercise price of $75.00 per one onethousandth of a share, subject to adjustment. The rights expire on April 9, 1997, and may be redeemed prior to 10 days after the acquisition of 20% or more of the Company's common stock. 11. CAPITAL STOCK, OPTIONS, AND BONUS PLANS The Morrison Restaurants Inc. Long-Term Incentive Plan -- Under this Plan, options and performance units were granted to key employees. The Plan was effective from September 24, 1984, until May 27, 1989. The exercise price of stock options granted was not less than the fair market value of the underlying stock on the date of grant. All options are currently exercisable and expire 10 years and one day from the date of grant. At June 4, 1994, the Company had reserved 50,000 shares of common stock for the Morrison Restaurants Inc. Long-Term Incentive Plan. The Morrison Restaurants Inc. 1987 Stock Bonus and Non-Qualified Stock Option Plan -- This Plan was effective from November 30, 1986 until November 30, 1992. A Committee appointed by the Board determined the employees who were eligible to participate in this Plan. Based on a participant's cash bonus amount

At June 4, 1994, the future minimum lease payments under capital leases and operating leases for the next five years and in the aggregate are as follows:
(In thousands) Capital Operating Leases Leases $ 186 $ 42,265 185 41,575 185 40,931 185 40,058 185 38,539 890 243,373 1,816 810 $446,741

1995.................................... 1996.................................... 1997.................................... 1998.................................... 1999.................................... Subsequent years........................ Total minimum lease payments........................ Less amount representing interest....... Present value of minimum lease payments under capital leases (including current maturities of $75)............

$ 1,006

Rental expense pursuant to operating leases for the years ended June 4, 1994, June 5, 1993, and June 6, 1992 is summarized as follows:
(In thousands) 1994 1993 1992 $43,126 $37,505 $31,099 12,662 11,120 12,376 $55,788 $48,625 $43,475

Minimum rent............ Contingent rent.........

At June 4, 1994 and June 5, 1993, respectively, $1,520,000 and $2,005,000 of capital lease obligations are considered extinguished in accordance with Statement of Financial Accounting Standards No. 76 concerning insubstance defeasance of corporate debt. U. S. Treasury Bills and cash have been placed in an irrevocable trust to satisfy scheduled payments of both interest and principal on these capital lease obligations. 10. PREFERRED STOCK Under its Certificate of Incorporation the Company is authorized to issue preferred stock with a par value of $0.01 in an amount not to exceed 250,000 shares which may be divided into and issued in designated series, with dividend rates, rights of conversion, redemption, liquidation prices and other terms or conditions as determined by the Board of Directors. No preferred shares have been issued as of June 4, 1994. The Board of Directors has designated 50,000 of such shares as Series A Junior Participating Preferred Stock and has issued rights to acquire such shares, upon certain events, with an exercise price of $75.00 per one onethousandth of a share, subject to adjustment. The rights expire on April 9, 1997, and may be redeemed prior to 10 days after the acquisition of 20% or more of the Company's common stock. 11. CAPITAL STOCK, OPTIONS, AND BONUS PLANS The Morrison Restaurants Inc. Long-Term Incentive Plan -- Under this Plan, options and performance units were granted to key employees. The Plan was effective from September 24, 1984, until May 27, 1989. The exercise price of stock options granted was not less than the fair market value of the underlying stock on the date of grant. All options are currently exercisable and expire 10 years and one day from the date of grant. At June 4, 1994, the Company had reserved 50,000 shares of common stock for the Morrison Restaurants Inc. Long-Term Incentive Plan. The Morrison Restaurants Inc. 1987 Stock Bonus and Non-Qualified Stock Option Plan -- This Plan was effective from November 30, 1986 until November 30, 1992. A Committee appointed by the Board determined the employees who were eligible to participate in this Plan. Based on a participant's cash bonus amount receivable under the Company's cash bonus plans, the Committee determined the number of shares of the Company's common stock the participant could purchase under this Plan. Each participant who elected to purchase shares of the Company's common stock received additional shares of stock equal to 15% of the shares purchased. The shares purchased (including bonus shares) generally may not be sold, transferred or pledged for three years after the date on which they were received by the participant. Each participant who so elected was also granted an option to purchase shares of common stock in an amount generally equal to three times the

number of bonus shares issued. The price for the stock and stock options was the fair market value of the common stock on the date set by the Committee. Stock options generally may not be exercised until five years have lapsed from the date of grant, and the options expire 10 years and one day from the date of grant. No stock was issued under the Plan during 1994. At June 4, 1994, the Company had reserved 1,192,000 shares of common stock for this Plan. 44

The Morrison Restaurants Inc. Stock Incentive Plan -- In September 1992, the shareholders approved The Morrison Restaurants Inc. Stock Incentive Plan which is an amendment and restatement of The Morrison Restaurants Inc. 1989 Non-Qualified Stock Option Plan. A Committee, appointed by the Board, administers the Plan on behalf of the Company and has complete discretion to determine participants and the terms and provisions of Stock Incentives, subject to the Plan. The Incentive Plan permits the Committee to make awards of shares of common stock, awards of derivative securities related to the value of the common stock, and certain cash awards to eligible persons. These discretionary awards may be made on an individual basis or pursuant to a program approved by the Committee for the benefit of a group of eligible persons. The Incentive Plan permits the Committee to make awards of a variety of stock incentives, including (but not limited to) dividend equivalent rights, incentive stock options, non-qualified stock options, performance unit awards, phantom shares, stock appreciation rights and stock awards. During 1994, 21,000 shares were issued under the Plan. At June 4, 1994, the Company had reserved a total of 1,304,000 shares of common stock for this Plan. The Morrison Restaurants Inc. Stock Incentive and Deferred Compensation Plan for Directors -- In September 1992, the shareholders approved the Morrison Restaurants Inc. Stock Incentive and Deferred Compensation Plan for Directors, which is an amendment and restatement of the Morrison Restaurants Inc. Deferred Compensation Plan for Directors. The Company previously had no plan permitting equity-based awards to its non-management directors. The Directors' Plan permits each non-management director to purchase options to purchase shares of common stock with all or a portion of his or her retainer, in 25% increments, other than any portion of the retainer deferred to his or her deferred compensation account. Any option issued under the Plan is granted once each year on the date of the annual meeting of the stockholders. Each option is exercisable in full upon the earliest of (i) the first anniversary of the date the option was granted, (ii) the date the optionee ceases to be a director on account of death, disability or after attaining age 70, or (iii) the date of a change in control. Each option is exercisable at a price equal to one-half of the per share closing sale price of the common stock on the last trading day immediately prior to the date that option is awarded. The number of shares of common stock subject to each option will be equal to the amount of a director's retainer used to purchase options divided by the option exercise price. Once exercisable, each option remains exercisable for 10 years from the date of grant. In association with this Plan, a one-time restricted stock award was made, in fiscal 1993, to each of the Company's existing non-management directors, totaling 16,000 shares. A Committee, appointed by the Board, administers the Plan on behalf of the Company. At June 4, 1994, the Company had reserved 207,000 shares of common stock for the Directors' Plan. The Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive Plan -- In October 1993, the Board of Directors approved the Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive Plan. A Committee, appointed by the Board, administers the Plan on behalf of the Company and has full authority in its discretion to determine the officers and key employees to whom Stock Incentives are granted and the terms and provisions of Stock Incentives, subject to the Plan. During 1994, 90,000 shares were issued under the Plan. At June 4, 1994, the Company had reserved a total of 1,410000 shares of common stock for this Plan. The following table summarizes the activity in options under stock option plans:
Number of Shares Under Option (Amounts in thousands except per-share data) 1994 1993 1992 Beginning of year........... 2,386 2,258 1,988 Granted..................... 755 492 453 Exercised................... (313) (267) (69) Forfeitures................. (111) (97) (114) End of year................. 2,717 2,386 2,258 Exercisable................. 958 558 368 Outstanding options prices..$5.40-$25.38 $5.40-$16.75 $5.40-$13.97 Exercised options prices....$5.40-$11.36 $5.40-$11.50 $5.40-$13.25

The Morrison Restaurants Inc. Stock Incentive Plan -- In September 1992, the shareholders approved The Morrison Restaurants Inc. Stock Incentive Plan which is an amendment and restatement of The Morrison Restaurants Inc. 1989 Non-Qualified Stock Option Plan. A Committee, appointed by the Board, administers the Plan on behalf of the Company and has complete discretion to determine participants and the terms and provisions of Stock Incentives, subject to the Plan. The Incentive Plan permits the Committee to make awards of shares of common stock, awards of derivative securities related to the value of the common stock, and certain cash awards to eligible persons. These discretionary awards may be made on an individual basis or pursuant to a program approved by the Committee for the benefit of a group of eligible persons. The Incentive Plan permits the Committee to make awards of a variety of stock incentives, including (but not limited to) dividend equivalent rights, incentive stock options, non-qualified stock options, performance unit awards, phantom shares, stock appreciation rights and stock awards. During 1994, 21,000 shares were issued under the Plan. At June 4, 1994, the Company had reserved a total of 1,304,000 shares of common stock for this Plan. The Morrison Restaurants Inc. Stock Incentive and Deferred Compensation Plan for Directors -- In September 1992, the shareholders approved the Morrison Restaurants Inc. Stock Incentive and Deferred Compensation Plan for Directors, which is an amendment and restatement of the Morrison Restaurants Inc. Deferred Compensation Plan for Directors. The Company previously had no plan permitting equity-based awards to its non-management directors. The Directors' Plan permits each non-management director to purchase options to purchase shares of common stock with all or a portion of his or her retainer, in 25% increments, other than any portion of the retainer deferred to his or her deferred compensation account. Any option issued under the Plan is granted once each year on the date of the annual meeting of the stockholders. Each option is exercisable in full upon the earliest of (i) the first anniversary of the date the option was granted, (ii) the date the optionee ceases to be a director on account of death, disability or after attaining age 70, or (iii) the date of a change in control. Each option is exercisable at a price equal to one-half of the per share closing sale price of the common stock on the last trading day immediately prior to the date that option is awarded. The number of shares of common stock subject to each option will be equal to the amount of a director's retainer used to purchase options divided by the option exercise price. Once exercisable, each option remains exercisable for 10 years from the date of grant. In association with this Plan, a one-time restricted stock award was made, in fiscal 1993, to each of the Company's existing non-management directors, totaling 16,000 shares. A Committee, appointed by the Board, administers the Plan on behalf of the Company. At June 4, 1994, the Company had reserved 207,000 shares of common stock for the Directors' Plan. The Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive Plan -- In October 1993, the Board of Directors approved the Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive Plan. A Committee, appointed by the Board, administers the Plan on behalf of the Company and has full authority in its discretion to determine the officers and key employees to whom Stock Incentives are granted and the terms and provisions of Stock Incentives, subject to the Plan. During 1994, 90,000 shares were issued under the Plan. At June 4, 1994, the Company had reserved a total of 1,410000 shares of common stock for this Plan. The following table summarizes the activity in options under stock option plans:
Number of Shares Under Option (Amounts in thousands except per-share data) 1994 1993 1992 Beginning of year........... 2,386 2,258 1,988 Granted..................... 755 492 453 Exercised................... (313) (267) (69) Forfeitures................. (111) (97) (114) End of year................. 2,717 2,386 2,258 Exercisable................. 958 558 368 Outstanding options prices..$5.40-$25.38 $5.40-$16.75 $5.40-$13.97 Exercised options prices....$5.40-$11.36 $5.40-$11.50 $5.40-$13.25

12. SUBSEQUENT EVENTS On August 8, 1994, the Company sold certain education, business and industry (B&I) contracts and assets of the Morrison Group to Gardner Merchant Food Services, Inc., a wholly owned subsidiary of Gardner Merchant Ltd., for a cash payment of $100 million. The Company will close the remaining B&I accounts . The sale of the B&I accounts and the discontinuance of the remaining accounts is expected to result in a net pre-tax gain of approximately $35 million. Sales from B&I contracts in 32 states and Washington, D.C., in fiscal year 1994 were $249.9 million, with operating profits of $7.3 million.

At its June 27, 1994 meeting, the Company's Board of Directors approved the plan to phase out its L&N Seafood Grills concept by converting 30 of 38 units into Ruby Tuesdays, Mozzarella's Cafes, or Sweetpea's Restaurants, and by selling or closing the remaining L&N locations. The cost of the conversions and closings is estimated to approximate $19.7 million and will be reserved for in the first quarter of fiscal year 1995. Sales for the L&N concept in fiscal year 1994 were $63.3 million with negligible results. 45

13. SUPPLEMENTAL QUARTERLY FINANCIAL DATA (UNAUDITED) Quarterly financial results for the years ended June 4, 1994 and June 5, 1993, are summarized below. All quarters are composed of 13 weeks. Quarterly Earnings Per Share, Market Price Per Share and Cash Dividends on Common Stock have been restated to reflect common stock dividends and splits through June 4, 1994.
FIRST QUARTER For The Year Ended June 4, 1994: Revenues........................................... Gross Profit....................................... Income Before Income Taxes......................... Provision for Federal and State Income Taxes....... Net Income......................................... $ $282,158 $ 39,929 $ 13,131 5,022 8,109 (In thousands except per-share data) SECOND THIRD FOURTH QUARTER QUARTER QUARTER $310,360 $ 47,697 $ 19,495 7,457 $ 12,038 $309,951 $ 50,321 $ 19,874 7,574 $ 12,300 $310,920 $ 48,167 $ 18,657 6,420 $ 12,237 $

TOTA

$1,213, $ $ 186, 71, 26, 44,

Primary Earnings Per Common and Common Equivalent Share...............................$ Fully Diluted Earnings Per Common and Common Equivalent Share...............................$

0.22

$

0.32

$

0.33

$

0.33

$

1

0.22

$

0.32

$

0.33

$

0.33

$

1

FIRST QUARTER For The Year Ended June 5, 1993: Revenues........................................... Gross Profit....................................... Income Before Income Taxes and Cumulative Effect of Accounting Changes............................ Provision for Federal and State Income Taxes....... Income Before Cumulative Effect of Accounting Changes.......................................... Cumulative Effect of Accounting Changes, net: Postretirement benefits.......................... Income taxes..................................... Net Income......................................... Primary Earnings Per Common and Common Equivalent Share: Before Cumulative Effect of Accounting Changes... Cumulative Effect of Accounting Changes, net: Postretirement benefits........................ Income taxes................................... Primary Earnings Per Common and Common Equivalent Share............................ Fully Diluted Earnings Per Common and Common Equivalent Share: Before Cumulative Effect of Accounting Changes... Cumulative Effect of Accounting Changes, net: Postretirement benefits........................ Income taxes................................... Fully Diluted Earnings Per Common and Common Equivalent Share............................ $

(In thousands except per-share data) SECOND THIRD FOURTH QUARTER QUARTER QUARTER

TOTA

$248,360 $ 33,477

$281,626 $ 40,972

$283,591 $ 41,824

$286,268 $ 41,606

$1,099, $ 157,

$ 10,999 4,021

$ 16,478 6,121

$ 16,979 6,430

$ 16,428 6,153

$

60, 22,

6,978 (2,579) 2,395 6,794

10,357

10,549

10,275

38, (2, 2,

$ 10,357

$ 10,549

$ 10,275

$

37,

$

0.19 (0.07) 0.06

$

0.27

$

0.28

$

0.27

$

1 (0 0

$

0.18

$

0.27

$

0.28

$

0.27

$

1

$

0.19 (0.07) 0.06

$

0.27

$

0.28

$

0.27

$

1 (0 0

$

0.18

$

0.27

$

0.28

$

0.27

$

1

13. SUPPLEMENTAL QUARTERLY FINANCIAL DATA (UNAUDITED) Quarterly financial results for the years ended June 4, 1994 and June 5, 1993, are summarized below. All quarters are composed of 13 weeks. Quarterly Earnings Per Share, Market Price Per Share and Cash Dividends on Common Stock have been restated to reflect common stock dividends and splits through June 4, 1994.
FIRST QUARTER For The Year Ended June 4, 1994: Revenues........................................... Gross Profit....................................... Income Before Income Taxes......................... Provision for Federal and State Income Taxes....... Net Income......................................... $ $282,158 $ 39,929 $ 13,131 5,022 8,109 (In thousands except per-share data) SECOND THIRD FOURTH QUARTER QUARTER QUARTER $310,360 $ 47,697 $ 19,495 7,457 $ 12,038 $309,951 $ 50,321 $ 19,874 7,574 $ 12,300 $310,920 $ 48,167 $ 18,657 6,420 $ 12,237 $

TOTA

$1,213, $ $ 186, 71, 26, 44,

Primary Earnings Per Common and Common Equivalent Share...............................$ Fully Diluted Earnings Per Common and Common Equivalent Share...............................$

0.22

$

0.32

$

0.33

$

0.33

$

1

0.22

$

0.32

$

0.33

$

0.33

$

1

FIRST QUARTER For The Year Ended June 5, 1993: Revenues........................................... Gross Profit....................................... Income Before Income Taxes and Cumulative Effect of Accounting Changes............................ Provision for Federal and State Income Taxes....... Income Before Cumulative Effect of Accounting Changes.......................................... Cumulative Effect of Accounting Changes, net: Postretirement benefits.......................... Income taxes..................................... Net Income......................................... Primary Earnings Per Common and Common Equivalent Share: Before Cumulative Effect of Accounting Changes... Cumulative Effect of Accounting Changes, net: Postretirement benefits........................ Income taxes................................... Primary Earnings Per Common and Common Equivalent Share............................ Fully Diluted Earnings Per Common and Common Equivalent Share: Before Cumulative Effect of Accounting Changes... Cumulative Effect of Accounting Changes, net: Postretirement benefits........................ Income taxes................................... Fully Diluted Earnings Per Common and Common Equivalent Share............................ $

(In thousands except per-share data) SECOND THIRD FOURTH QUARTER QUARTER QUARTER

TOTA

$248,360 $ 33,477

$281,626 $ 40,972

$283,591 $ 41,824

$286,268 $ 41,606

$1,099, $ 157,

$ 10,999 4,021

$ 16,478 6,121

$ 16,979 6,430

$ 16,428 6,153

$

60, 22,

6,978 (2,579) 2,395 6,794

10,357

10,549

10,275

38, (2, 2,

$ 10,357

$ 10,549

$ 10,275

$

37,

$

0.19 (0.07) 0.06

$

0.27

$

0.28

$

0.27

$

1 (0 0

$

0.18

$

0.27

$

0.28

$

0.27

$

1

$

0.19 (0.07) 0.06

$

0.27

$

0.28

$

0.27

$

1 (0 0

$

0.18

$

0.27

$

0.28

$

0.27

$

1

46

Beginning October 21, 1993 Morrison Restaurants Inc. common stock was publicly traded on the New York Stock Exchange under the ticker symbol RI. Prior to that, it was traded over-the-counter under the NASDAQNMS Symbol MORR. The following table sets forth the reported high and low prices on the NYSE or the high

Beginning October 21, 1993 Morrison Restaurants Inc. common stock was publicly traded on the New York Stock Exchange under the ticker symbol RI. Prior to that, it was traded over-the-counter under the NASDAQNMS Symbol MORR. The following table sets forth the reported high and low prices on the NYSE or the high and low bid prices in the over-the-counter market for each quarter during fiscal 1994 and 1993. The over-thecounter market quotations reflect inter-dealer prices without retail mark-ups or mark- downs, and neither the NYSE nor over-the-counter quotations include commissions, hence they may not necessarily represent actual transactions.
FIRST QUARTER 1994 market price per share: High............................................ Low............................................. 1993 market price per share: High............................................ Low............................................. $22 1/2 $19 1/8 SECOND QUARTER $26 1/8 $21 1/8 THIRD QUARTER $27 1/2 $21 3/4 FOURTH QUARTER $27 $22 TO

$17 1/4 $12 1/8

$19 $14 3/4

$20 $15 3/4

$21 1/2 $17 1/4

Cash dividends on the common stock of Morrison Restaurants Inc. were paid during each quarter of fiscal 1994 and 1993, as follows: 1994 cash dividends per share...................... 1993 cash dividends per share...................... $0.08 $0.08 $0.08 $0.08 $0.0833 $0.08 $0.0833 $0.08 $0 $0

On June 30, 1994 the Company's Board of Directors declared a quarterly dividend of $0.0833 per share payable July 29, 1994 to 6,890 shareholders of record on July 11, 1994. 47

REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS Stockholders and Board of Directors Morrison Restaurants Inc. and Subsidiaries We have audited the accompanying consolidated balance sheets of Morrison Restaurants Inc. and Subsidiaries as of June 4, 1994 and June 5, 1993, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three fiscal years in the period ended June 4, 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Morrison Restaurants Inc. and Subsidiaries at June 4, 1994 and June 5, 1993, and the consolidated results of their operations and their cash flows for each of the three fiscal years in the period ended June 4, 1994, in conformity with generally accepted accounting principles.
/s/ Ernst & Young Birmingham, Alabama June 23, 1994, except for Note 12 of Notes to Consolidated Financial Statements as to which the date is August 8, 1994

RESPONSIBILITY FOR FINANCIAL STATEMENTS Morrison Restaurants Inc. has prepared the accompanying consolidated financial statements in accordance with generally accepted accounting principles appropriate in the circumstances. They necessarily include some

REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS Stockholders and Board of Directors Morrison Restaurants Inc. and Subsidiaries We have audited the accompanying consolidated balance sheets of Morrison Restaurants Inc. and Subsidiaries as of June 4, 1994 and June 5, 1993, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three fiscal years in the period ended June 4, 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Morrison Restaurants Inc. and Subsidiaries at June 4, 1994 and June 5, 1993, and the consolidated results of their operations and their cash flows for each of the three fiscal years in the period ended June 4, 1994, in conformity with generally accepted accounting principles.
/s/ Ernst & Young Birmingham, Alabama June 23, 1994, except for Note 12 of Notes to Consolidated Financial Statements as to which the date is August 8, 1994

RESPONSIBILITY FOR FINANCIAL STATEMENTS Morrison Restaurants Inc. has prepared the accompanying consolidated financial statements in accordance with generally accepted accounting principles appropriate in the circumstances. They necessarily include some amounts that are based on estimates and judgments as to the expected effects of incomplete events and transactions. In meeting its responsibility for the reliability of the financial statements, the Company maintains and relies on a system of internal controls. This system is designed to provide reasonable, but not absolute, assurance at appropriate cost that assets are safeguarded and transactions are recorded properly. It is augmented by written policies and procedures; an organizational structure which provides for division of responsibilities where appropriate in the circumstances; training and development of managers in financial and other functional areas; and evaluation by independent auditors during their audit of the financial statements. The Board of Directors of Morrison Restaurants Inc. pursues its oversight role with respect to the Company's financial statements through an Audit Committee. This Committee meets periodically during the year with management personnel and the independent auditors to review the activity of each, to consider audit results, and to discuss internal accounting control, auditing, and financial reporting matters. The independent auditors have full and free access to the Audit Committee at any time without the presence of management.
/s/ Sandy Beall Sandy Beall President and Chief Executive Officer /s/ J. Russell Mothershed J. Russell Mothershed Sr. Vice President, Finance

48

MORRISON RESTAURANTS INC. AND SUBSIDIARIES EXHIBIT 21 SUBSIDIARIES OF REGISTRANT

MORRISON RESTAURANTS INC. AND SUBSIDIARIES EXHIBIT 21 SUBSIDIARIES OF REGISTRANT (a) The Registrant has no parent. (b) The Registrant's subsidiaries and their jurisdictions of each organization are as follows (100% of voting securities of each subsidiary owned by the Registrant): Alabama: Galaxy Management, Inc. California: Manask Food Service, Inc. Delaware: Morrison International, Inc. Ruby Tuesday, Inc. Pennsylvania: Custom Management Corporation John. C. Metz & Associates, Inc. Custom Management Corporation of Pennsylvania Morrison Custom Management Corporation of Pennsylvania New Jersey: Morrison of New Jersey, Inc. In addition to the subsidiaries listed above, the Registrant has a minority ownership in several operating subsidiaries and several wholly-owned and minority interests in non-operating subsidiaries created solely for the purpose of holding certain licenses.

Exhibit 23--Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-32697) pertaining to the Morrison Restaurants Inc. Deferred Compensation Plan, in the Registration Statement (Form S-8 No. 3320585) pertaining to the Morrison Restaurants Inc. Salary Deferral Plan, in the Registration Statement (Form S-8 No. 2-97120) pertaining to the Morrison Restaurants Inc. Long-Term Incentive Plan, in the Registration Statement (Form S-8 No. 33-13593) pertaining to the Morrison Restaurants Inc. 1987 Stock Bonus and Nonqualified Stock Option Plan, in the Registration Statement (Form S-8 No. 33-46220) pertaining to Morrison Restaurants Inc. Compensatory Non-Qualified Stock Option Arrangements, and in the Registration Statement (Form S-8 No. 33-50452) pertaining to the Morrison Restaurants Inc. Stock Incentive and Compensation Plan for Directors, Stock Incentive Plan and Non-Qualified Management Stock Option Agreements and in their related Prospectuses of our report dated June 23, 1994, except for Note 12 of Notes to Consolidated Financial Statements as to which the date is August 8, 1994, with respect to the consolidated financial statements and schedules of Morrison Restaurants Inc. included in the Annual Report (Form 10-K) for the year ended June 4, 1994.
/s/ Ernst & Young Ernst & Young

Exhibit 23--Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-32697) pertaining to the Morrison Restaurants Inc. Deferred Compensation Plan, in the Registration Statement (Form S-8 No. 3320585) pertaining to the Morrison Restaurants Inc. Salary Deferral Plan, in the Registration Statement (Form S-8 No. 2-97120) pertaining to the Morrison Restaurants Inc. Long-Term Incentive Plan, in the Registration Statement (Form S-8 No. 33-13593) pertaining to the Morrison Restaurants Inc. 1987 Stock Bonus and Nonqualified Stock Option Plan, in the Registration Statement (Form S-8 No. 33-46220) pertaining to Morrison Restaurants Inc. Compensatory Non-Qualified Stock Option Arrangements, and in the Registration Statement (Form S-8 No. 33-50452) pertaining to the Morrison Restaurants Inc. Stock Incentive and Compensation Plan for Directors, Stock Incentive Plan and Non-Qualified Management Stock Option Agreements and in their related Prospectuses of our report dated June 23, 1994, except for Note 12 of Notes to Consolidated Financial Statements as to which the date is August 8, 1994, with respect to the consolidated financial statements and schedules of Morrison Restaurants Inc. included in the Annual Report (Form 10-K) for the year ended June 4, 1994.
/s/ Ernst & Young Ernst & Young Birmingham, Alabama August 29, 1994

<ARTICLE> 5 <LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MORRISON RESTAURANTS INC. FINANCIAL STATEMENTS AS OF AND FOR THE PERIOD ENDED JUNE 4, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. </LEGEND> <MULTIPLIER> 1,000 <PERIOD-TYPE> <FISCAL-YEAR-END> <PERIOD-END> <CASH> <SECURITIES> <RECEIVABLES> <ALLOWANCES> <INVENTORY> <CURRENT-ASSETS> <PP&E> <DEPRECIATION> <TOTAL-ASSETS> <CURRENT-LIABILITIES> <BONDS> <COMMON> <PREFERRED-MANDATORY> <PREFERRED> <OTHER-SE> <TOTAL-LIABILITY-AND-EQUITY> <SALES> <TOTAL-REVENUES> <CGS> <TOTAL-COSTS> <OTHER-EXPENSES> <LOSS-PROVISION> <INTEREST-EXPENSE> <INCOME-PRETAX> <INCOME-TAX> <INCOME-CONTINUING> <DISCONTINUED> <EXTRAORDINARY> <CHANGES> <NET-INCOME> <EPS-PRIMARY> <EPS-DILUTED> YEAR JUN-04-1994 JUN-04-1994 5,021 0 31,018 2,622 16,396 79,616 507,781 240,124 408,453 122,623 9,526 436 0 0 220,700 408,453 1,209,625 1,213,389 378,103 1,067,046 0 0 51 71,157 26,473 44,684 0 0 0 44,684 $1.20 $1.20

<ARTICLE> 5 <LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MORRISON RESTAURANTS INC. FINANCIAL STATEMENTS AS OF AND FOR THE PERIOD ENDED JUNE 4, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. </LEGEND> <MULTIPLIER> 1,000 <PERIOD-TYPE> <FISCAL-YEAR-END> <PERIOD-END> <CASH> <SECURITIES> <RECEIVABLES> <ALLOWANCES> <INVENTORY> <CURRENT-ASSETS> <PP&E> <DEPRECIATION> <TOTAL-ASSETS> <CURRENT-LIABILITIES> <BONDS> <COMMON> <PREFERRED-MANDATORY> <PREFERRED> <OTHER-SE> <TOTAL-LIABILITY-AND-EQUITY> <SALES> <TOTAL-REVENUES> <CGS> <TOTAL-COSTS> <OTHER-EXPENSES> <LOSS-PROVISION> <INTEREST-EXPENSE> <INCOME-PRETAX> <INCOME-TAX> <INCOME-CONTINUING> <DISCONTINUED> <EXTRAORDINARY> <CHANGES> <NET-INCOME> <EPS-PRIMARY> <EPS-DILUTED> YEAR JUN-04-1994 JUN-04-1994 5,021 0 31,018 2,622 16,396 79,616 507,781 240,124 408,453 122,623 9,526 436 0 0 220,700 408,453 1,209,625 1,213,389 378,103 1,067,046 0 0 51 71,157 26,473 44,684 0 0 0 44,684 $1.20 $1.20