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)