THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Ruby Tuesday, Inc. (RI)

8/24/2005 Proxy Information

The Company has a lease with Holrob-Mercedes Place General Partnership, a Tennessee general partnership (“Holrob-Mercedes”). The lease covers the Company’s restaurant located in the Mercedes Place Shopping Center in Knoxville, Tennessee. The lease expires on December 31, 2015, and has two five-year renewal options. The minimum annual rent under the lease is $50,000 through December 31, 2005 and gradually increases every fifth anniversary thereafter by a rate of less than $10,000 annually. On August 2, 2004, the lease was amended to provide for additional parking (the “Parking Lot Amendment”). The Parking Lot Amendment is coterminous with the term under the primary lease. The additional annual rent under the Parking Lot Amendment is $11,314 from August 1, 2004 through July 31, 2009 and gradually increases every fifth anniversary in an amount less than $2,000 annually. The lease agreement also provides for fees covering common area maintenance, which totaled $1,043 a month from June 2004 through December 2004 and increased to $1,070 from January 2005 through May 2005. Susan Bagwell Haslam, the wife of James A. Haslam, III, and William E. Haslam, the brother of James A. Haslam, III, each hold a 25 percent (25%) interest in Holrob-Mercedes.

Mark S. Ingram, who is a brother-in-law of Samuel E. Beall, III, Chairman of the Board, President and Chief Executive Officer of the Company, is an employee of the Company. Mr. Ingram’s compensation for fiscal year 2005 consisted of base salary of $259,808, and 100,000 stock options granted under the ESOP on March 30, 2005, which will vest on September 30, 2007 and expire on March 30, 2010.

8/24/2004 Proxy Information

The Company has a ground lease with Holrob-Mercedes Place General Partnership, a Tennessee general partnership (“Holrob-Mercedes”). The lease covers the Company’s restaurant located in the Mercedes Place Shopping Center in Knoxville, Tennessee. The lease has a term expiring on June 30, 2014, with two five-year renewal options. The minimum annual rent under the lease was $50,000 through June 30, 2004, and gradually increases every fifth anniversary thereafter by a rate of less than $10,000 annually. The lease agreement also provides for fees covering common area maintenance, which currently total $1,043 a month. Susan Bagwell Haslam, the wife of James A. Haslam, III, and William E. Haslam, James A. Haslam, III’s brother, each hold a 25 percent interest in Holrob-Mercedes.

The Company had a partner agreement, dated as of June 6, 2001, with Robert D. McClenagan, Jr. pursuant to which Mr. McClenagan served as a concept partner responsible for the development and operation of Company-operated Ruby Tuesday restaurants until his retirement effective June 1, 2004. Pursuant to this agreement, Mr. McClenagan was entitled to compensation from the Company consisting of an annual salary of $388,000 (fixed during the term) and a bonus based on increases in same-store sales and profitability of Company-operated Ruby Tuesday restaurants. Bonus under the agreement was determined as a multiple of salary, capped at two times base salary. Pursuant to this agreement, Mr. McClenagan had delivered to the Company shares of Common Stock with a market value of $300,000, to be held in escrow, to secure satisfactory performance of his duties and responsibilities under the agreement subject to forfeiture upon termination of the agreement by the Company for cause or upon Mr. McClenagan’s resignation. The agreement had a term of three years, terminable upon Mr. McClenagan’s death, and by the Company (a) for cause, (b) upon Mr. McClenagan’s disability, and (c) without cause upon 120 days’ notice. The agreement also contained trade secrets, confidentiality, non-solicitation and non-compete covenants. Mr. McClenagan was an executive officer of the Company until his retirement effective June 1, 2004. Under this agreement, Mr. McClenagan (i) earned a bonus of $232,800 for fiscal year 2004, (ii) did not earn a bonus for fiscal year 2003 (however, the Compensation Committee awarded to Mr. McClenagan a discretionary bonus in the amount of $388,000 for fiscal year 2003), and (iii) earned a bonus of $390,425 for fiscal year 2002. This agreement terminated, and the escrow shares were released, upon Mr. McClenagan’s retirement.

Mark S. Ingram, who is a brother-in-law of Samuel E. Beall, III, Chairman of the Board, President and Chief Executive Officer of the Company, is an employee of the Company. Mr. Ingram’s compensation for fiscal year 2004 consisted of base salary of $250,000, annual cash bonus of $375,000, 100,000 stock options granted under the ESOP on April 6, 2004, which will vest on May 31, 2005 and expire on April 6, 2009, 1,077 stock options granted under the MSOP on March 2, 2004, which will vest on May 31, 2005 and expire on March 2, 2009, and 1,161 stock options granted under the MSOP on December 2, 2003, which will vest on May 31, 2005 and expire on December 2, 2008.

The Company paid $82,408 during fiscal 2004 to Blackberry Farm for expenses related to management programs and meetings and a Board of Directors meeting held on Blackberry Farm’s properties. Blackberry Farm is owned by Samuel (Sandy) E. Beall, III, his spouse and their children.

8/26/2003 Proxy Information

The Company has a ground lease with Holrob-Mercedes Place General Partnership, a Tennessee general partnership (“Holrob-Mercedes”). The lease covers the Company’s restaurant located in the Mercedes Place Shopping Center in Knoxville, Tennessee. The lease has a term expiring on June 30, 2014, with two five-year renewal options. The minimum annual rent under the lease is $50,000 through June 30, 2004, and gradually increases every fifth anniversary thereafter by a rate of less than $10,000 annually. Susan Bagwell Haslam, James A. Haslam, III’s wife, and William E. Haslam, Mr. Haslam’s brother, each hold a 25 percent interest in Holrob-Mercedes.

The Company entered into a partner agreement, dated as of June 6, 2001, with Robert D. McClenagan, Jr. pursuant to which Mr. McClenagan agreed to serve as a concept partner responsible for the development and operation of Company-operated Ruby Tuesday restaurants. Pursuant to this agreement, Mr. McClenagan is entitled to compensation from the Company consisting of an annual salary of $388,000 (fixed during the term) and a bonus based on increases in same-store sales and profitability of Company-operated Ruby Tuesday restaurants. Bonus under the agreement is determined as a multiple of salary, capped at two times base salary. Pursuant to this agreement, Mr. McClenagan delivered to the Company shares of Common Stock with a market value of $300,000, to be held in escrow, to secure satisfactory performance of his duties and responsibilities under the agreement. In the event the agreement is terminated by the Company for cause or if Mr. McClenagan resigns, the escrow shares will be forfeited to the Company. The agreement has a term of three years but terminates upon Mr. McClenagan’s death, and may be terminated by the Company (a) for cause, (b) upon Mr. McClenagan’s disability, and (c) without cause upon 120 days’ notice. The agreement also contains trade secrets, confidentiality, non-solicitation and non-compete covenants. Mr. McClenagan is an executive officer of the Company. Under this agreement, Mr. McClenagan did not earn a bonus for fiscal year 2003. However, the Compensation Committee awarded to Mr. McClenagan a discretionary bonus in the amount of $388,000 for fiscal year 2003. Mr. McClenagan earned a bonus of $390,425 for fiscal year 2002 under this agreement.

The Company had a partner agreement, dated as of June 5, 2002, with Mark S. Ingram, who is Mr. Beall’s brother-in-law, pursuant to which Mr. Ingram agreed to serve as president/partner responsible for the development, operation, licensing and franchising of the Company’s domestic franchise business. Pursuant to this agreement, Mr. Ingram was entitled to annual compensation from the Company consisting of a salary of $240,000 (fixed during the term) and a bonus based on increases in same-store sales and profitability by the Company’s domestic franchising business. Bonus was determined as a multiple of salary, which was capped at two times base salary. Pursuant to this agreement, Mr. Ingram delivered to the Company shares of Common Stock with a market value of $200,000, to be held in escrow, to secure satisfactory performance of his duties and responsibilities under the agreement. In the event the agreement were terminated by the Company for cause or if Mr. Ingram resigned, the escrow shares would have been forfeited to the Company. The agreement had a term of three years and provided for termination upon Mr. Ingram’s death, and for termination by the Company (a) for cause, (b) upon Mr. Ingram’s disability, and (c) without cause upon 120 days’ notice. The agreement also contained trade secrets, confidentiality, non-solicitation and non-compete covenants. Mr. Ingram did not earn a bonus for fiscal year 2003 under this agreement. However, the Compensation Committee awarded to Mr. Ingram a discretionary bonus in an amount equal to 50 percent of his bonus opportunity under his partner agreement, or $250,000, for fiscal year 2003. This agreement was terminated by the parties effective June 3, 2003, and Mr. Ingram remains an employee of the Company. Pursuant to Mr. Ingram’s previous partner agreement, which was similar to this agreement but had an annual bonus cap of $1,000,000, Mr. Ingram earned bonuses of $1,000,000 for each of fiscal years 2002 and 2001.

The Company had a partner agreement, dated as of June 6, 2001, with Collin C. Cope pursuant to which Mr. Cope agreed to serve as a concept partner responsible for the development and operation of Company-owned Ruby Tuesday restaurants. Pursuant to this agreement, Mr. Cope was entitled to compensation consisting of an annual salary of $165,500 (fixed during the term) and a bonus based on increases in same-store sales and profitability of Company-operated Ruby Tuesday restaurants. Bonus under the agreement was determined as a multiple of salary, capped at two times base salary. Pursuant to this agreement, Mr. Cope delivered to the Company shares of Common Stock with a market value of $300,000 to be held in escrow to secure satisfactory performance of his duties and responsibilities under the agreement and forfeitable in the event of termination by the Company for cause or resignation by Mr. Cope. In order to purchase a portion of the shares placed in escrow, Mr. Cope borrowed $200,000 from the Company pursuant to a promissory note bearing interest at a simple rate of seven percent per year. The note is secured by a pledge of the escrow shares, and Mr. Cope is obligated to make interest payments to the extent his bonus exceeds 50 percent of his bonus opportunity for each fiscal year. All unpaid principal and interest on the note will be due and payable upon the first to occur of (a) termination or expiration of the partner agreement, (b) Mr. Cope’s resignation of his employment with the Company or any affiliate, or (c) June 2, 2004. The partner agreement with Mr. Cope had a term of three years and provided for termination upon Mr. Cope’s death and for termination by the Company (a) for cause, (b) upon Mr. Cope’s disability, and (c) without cause upon 120 days’ notice. The agreement also contained trade secrets, confidentiality, non-solicitation and non-compete covenants. For fiscal year 2003, Mr. Cope did not earn a bonus under this agreement. However, the Compensation Committee awarded to Mr. Cope a discretionary bonus in an amount equal to 50 percent of his bonus opportunity under his partner agreement, or $165,500, for fiscal year 2003. For fiscal year 2002, Mr. Cope earned a bonus of $166,534, under this agreement, and made interest payments to the Company of $2,000 under the promissory note. This agreement was terminated by the parties effective June 3, 2003, and Mr. Cope remains an employee of the Company. Mr. Cope repaid the promissory note in full on August 11, 2003.