THE MARCUS CORPORATION
RETIREMENT INCOME AND SUPPLEMENTAL RETIREMENT PLAN

(As Amended and Restated Effective January 1, 2009)

TABLE OF CONTENTS

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ARTICLE I. PURPOSE AND DEFINITIONS

         Section 1.01. Purpose . The Marcus Corporation has established this Retirement Income and Supplemental Retirement Plan to provide retirement benefits to a select group of highly compensated employees in addition to those benefits provided under the Company’s tax-qualified retirement plan. The Plan consists of two components: (1) the “Retirement Income Plan” or “RIP,” which provides an annuity benefit based on a formula that takes into account a participant’s years of service and final average compensation, and (2) the “Supplemental Retirement Plan” or “SRP,” which provides a benefit based on amounts accumulated in a participant’s account.

         Section 1.02. Definitions . The following words and phrases when used herein shall have the following meanings, except as otherwise required by the context:

            (a)     “Account” means the bookkeeping entry established on the records of the Company to reflect the amount owed to a SRP Participant (or Beneficiary thereof) under the Plan.

            (b)     “Accrued Benefit” means the monthly benefit amount calculated pursuant to Section 4.05 hereof and payable in the form of a life-only annuity commencing the month next following the later of the RIP Participant’s sixty-fifth (65th) birthday or Termination Date.

            (c)     “Actuarial Equivalent” means a benefit of equivalent value calculated using an interest rate of eight percent (8%) per annum compounded annually and a mortality rate based upon the 1984 UP Mortality Table for purposes of converting from one periodic form of payment to another, including, without limitation, different commencement dates for payment, and for purposes of converting from a periodic form of payment to a lump sum form of payment under Section 4.07(a)(ii) hereof.

            (d)     “Administrator” means the Marcus Retirement Planning Committee, or such other committee as may be appointed by the Board to administer this Plan.

            (e)     “Affiliate” means each entity that is required to be included in the controlled group of corporations with the Company within the meaning of Code Section 414(b), or that is under common control with the Company within the meaning of Code Section 414(c); provided that for purposes of determining if a Participant has incurred a Separation from Service, the phrase “at least 50 percent” shall be used in place of the phrase “at least 80 percent” each place it appears therein or in the regulations thereunder.

            (f)     “Average Monthly Earnings” means a RIP Participant’s total compensation from the Employer for the five (5) calendar years during which the Participant’s compensation was highest within the last ten (10) consecutive calendar years preceding his Termination Date, divided by sixty (60). For purposes of making this calculation, compensation shall include amounts paid by the Employer to a RIP Participant in the form of salary, cash bonuses and commissions, before payroll deductions and any reductions in compensation for amounts deferred through The Marcus Corporation Pension Plus Plan, The Marcus Corporation Deferred Compensation Plan and any Code Section 125 arrangement, but shall exclude imputed income and any other additional remuneration and/or expense reimbursement which the Administrator, in its sole discretion, determines not to be compensation hereunder.

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            (g)     “Beneficiary” means the person(s) or entity(ies) designated by a Participant to receive benefits under the Plan, if any, upon the Participant’s death. Beneficiary designations shall be in writing, filed with the Administrator, and in such form as the Administrator may prescribe for this purpose. The last designation filed with the Administrator prior to the Participant’s death shall be given effect.

            (h)     “Board” means the Board of Directors of the Company.

            (i)     “Change of Control” has the meaning ascribed under Code Section 409A.

            (j)     “Code” means the Internal Revenue Code of 1986, as interpreted and applied by regulations and rulings issued pursuant thereto, all as amended and in effect from time to time.

            (k)     “Company” means The Marcus Corporation.

            (l)     “Compensation” means a SRP Participant’s total compensation from the Employer for the Plan Year. For this purpose, Compensation shall include amounts paid by the Employer to a SRP Participant in the form of salary, cash bonuses and commissions, before payroll deductions and any reductions in compensation for amounts deferred through The Marcus Corporation Pension Plus Plan, The Marcus Corporation Deferred Compensation Plan and any Code Section 125 arrangement, but shall exclude imputed income and any other additional remuneration and/or expense reimbursement which the Administrator, in its sole discretion, determines not to be compensation hereunder.

            (m)     “Date of Hire” means the date on which an Eligible Employee becomes employed with any Employer.

            (n)     “Eligible Employee” means any highly compensated employee who is employed by an Employer in an officer, executive or other managerial capacity, as determined by the Administrator, in its sole discretion.

            (o)     “Employer” means the Company and each of its Affiliates which are participating employers under The Marcus Corporation Pension Plus Plan.

            (p)     “Highly Compensated Employee” means an Eligible Employee who has met the requirements to be considered a highly compensated employee within the meaning of Code Section 414(q) for a Plan Year.

            (q)     “Hour of Service” has the meaning ascribed in The Marcus Corporation Pension Plus Plan.

            (r)     “Other Benefits” means any of the following which may be applied to reduce the Accrued Benefit amount payable hereunder to a RIP Participant as calculated pursuant to Section 4.05 hereof:

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            (s)     “Participant” means an Eligible Employee who has satisfied the requirements of Section 3.01.

            (t)     “Period of Severance” means the period of time between a Participant’s Termination Date and the date he is subsequently rehired by any Employer.

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            (u)     “Plan” means The Marcus Corporation Retirement Income and Supplemental Retirement Plan set forth herein, as amended and in effect from time to time. The Plan consists of two components: the “Retirement Income Plan” which covers the RIP Participants as described in Article IV, and the “Supplemental Retirement Plan” which covers the SRP Participants as described in Article V.

            (v)     “Plan Year” means the twelve (12) month period ending on December 31 of each year during which the Plan is in effect.

            (w)     “Points” means the combination of a SRP Participant’s age (as of his most recent birthday) and Years of Service as of the last day of a Plan Year.

            (x)     “RIP Participant” means a Participant in the Plan on December 31, 2008, who meets at least one of the following requirements on January 1, 2009:

            (y)     “Retirement” for SRP Participant means a termination of employment from the Employer on or after attaining age sixty-five (65) and completing five (5) Years of Service.

            (z)     “SRP Participant” means a Participant who is not a RIP Participant.

            (aa)     “Separation from Service” means a Participant’s termination of employment from the Company and its Affiliates within the meaning of Code Section 409A, or if the Participant continues to provide services to the Company and its Affiliates in a capacity other than an employee after his or her termination, such later date as is considered a separation from service within the meaning of Code Section 409A. Specifically, a Participant will be presumed to have incurred a Separation from Service when the level of bona fide services performed by the Participant for the Company and its Affiliates permanently decreases to a level equal to twenty percent (20%) or less of the average level of services performed by the Participant for the Company or its Affiliates during the immediately preceding thirty-six (36) month period (or such lesser period of actual service). Notwithstanding the foregoing, a Participant will not be considered to have terminated employment if the Participant is absent from active employment due to military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed the greater of (i) six (6) months, or if the leave of absence is due to the Participant’s Disability, then the leave period may be extended for up to a total of twenty-nine (29) months; or (ii) the period during which the Participant’s right to reemployment by the Company or an Affiliate is provided either by statute or by contract.

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            (bb)     “Social Security Benefit” means (i) in all cases except disability retirements covered by clause (ii) below, the estimated monthly primary old age insurance benefit payable to the Participant as of the later of his sixty-fifth (65th) birthday or Termination Date under the provisions of the federal Social Security Act in effect on his Termination Date, or (ii) in the case of a disability retirement due to a disability qualifying for disability benefits under said Act, the estimated monthly primary disability insurance benefit payable to the Participant under the provisions of said Act in effect on his Termination Date, regardless in either case of whether he applies for such benefit or whether he is or becomes ineligible therefor for any reason. If a Participant’s employment terminates prior to attainment of age sixty-five (65) other than for a disability retirement covered by clause (ii) immediately above, his Social Security Benefit shall be estimated on the assumption his rate of compensation (as defined in Section 1.02(f) hereof) for the calendar year immediately prior to his Termination Date will continue until age sixty-five (65). Once determined, a Participant’s Social Security Benefit shall not be subject to adjustment except for arithmetical errors in the computation thereof and shall, for all purposes of the Plan, be assumed to remain as finally computed regardless of any subsequent fact, event or occurrence which would cause a change or an adjustment in the annual amount thereof actually payable to the Participant.

            (cc)     “Specified Employee” means a Participant who is a key employee (as defined in Code Section 416(i) but without regard to Code Section 416(i)(5)) of the Company or an Affiliate of the Company any of the stock of which is publicly traded on an established securities market or otherwise, as determined at the time of the Participant’s Separation from Service. A Participant is a key employee under Code Section 416(i) if the Participant meets the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in accordance with the regulations under Code Section 416, but disregarding Code Section 416(i)(5), at any time during the 12-month period ending on the identification date. For purposes of determining whether a Participant is a key employee, the definition of compensation under Treasury Regulation §1.415-2(a) shall be used, applied as if the Company and its affiliates were not using any safe harbor under Treasury Regulation §1.415-2(d), any of the special timing rules of Treasury Regulation §1.415-2(e) or any of the special rules provided in Treasury Regulation §1.415-2(g). If a Participant is a key employee as of an identification date, the Participant is treated as a Specified Employee for the 12-month period beginning on the first day of the fourth month following the identification date. The identification date for this Plan shall be December 31 of each year, such that if the Participant satisfies the foregoing requirements for key employee status as of December 31 of a year, the Participant shall be treated as a key employee for the 12-month period beginning April 1 of the following calendar year.

            (dd)     “Spouse” means the person who is legally married to a RIP Participant (i) on the date he first receives a retirement benefit hereunder or, (ii) where his death occurs prior to the commencement of such benefit payments, throughout the entire one (1) year period ending on the date of such death.

            (ee)     “Termination Date” means the date on which a Participant’s employment with the Employer ends because he quits, retires, is terminated or dies, or if earlier, the date of his Separation from Service.

            (ff)     “Total and Permanent Disability” means a physical and/or mental disability which:

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            (gg)     “Trust” means the trust established pursuant to the trust agreement dated September 30, 1992, by and between the Company and Bank One Wisconsin Trust Company, NA.

            (hh)     “Year of Service” means twelve (12) full months of employment with the Employer which is credited pursuant to Section 3.04 hereof for purposes of participation eligibility, vesting, benefit accrual, and determining Points under the Plan.

         Section 1.03. Construction .

            (a)     Wherever any words are used herein in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply, and wherever any words herein are used in the singular or the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply. The words “hereof” , “herein” , “hereunder” and other similar compounds of the word “here” shall mean and refer to the entire Plan and not to any particular Article or Section. Titles of Articles and Sections hereof are for general information only, and the Plan is not to be construed by reference thereto.

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            (b)     The Plan shall be construed and its validity determined according to applicable federal laws and, to the extent not preempted by such federal laws, the laws of the State of Wisconsin without reference to conflict of law principles thereof. In case any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if said illegal and invalid provisions had never been inserted herein.

            (c)     The Plan shall be construed and interpreted in a manner that will cause any payment hereunder that is considered deferred compensation and that is not exempt from Code Section 409A to meet the requirements thereof such that no additional tax will be due under Code Section 409A on such payment.

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ARTICLE II. PURPOSE AND EFFECTIVE DATE

         Section 2.01. Purpose of Plan . The purpose of the Plan is to provide for the special retirement income needs of certain employees of the Employer which are not deemed to be satisfied by the applicable current and prior qualified retirement plans of the Employer.

         Section 2.02. Effective Date . The Plan is amended and restated effective January 1, 2009. The provisions of this amended and restated Plan apply to any individual with an interest hereunder on or after January 1, 2009. Notwithstanding the foregoing, any Participant who began receiving distributions under the Plan prior to January 1, 2009, shall continue to receive such distributions according to the election then in effect.

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ARTICLE III. PARTICIPATION AND YEARS OF SERVICE

         Section 3.01. Participation

            (a)     Any employee who was a Participant in the Plan on December 31, 2008, shall continue in participation hereunder on January 1, 2009.

            (b)     Any other Eligible Employee shall become a Participant in the Plan on his participation date (if he is then employed by the Employer), which date shall be the January 1 next following the Eligible Employee’s satisfaction of all the following requirements:

            (c)     Any employee who terminated his employment with the Employer prior to June 1, 1990 but on or after January 1, 1990, and who satisfied the eligibility requirements of subsection (b) of this Section 3.01 on his Termination Date shall become a Participant in the Income Plan on June 1, 1990.

            (d)     A Participant who has once satisfied all the eligibility requirements of subsection (a) or (b) of this Section 3.01 will remain eligible to participate in the Plan despite whether he continues to satisfy requirement (iii) of said subsection (b) subsequent to his participation date.

            (e)     An Eligible Employee whose employment with the Employer terminates and who is subsequently reemployed with an Employer shall be re-credited upon reemployment with his prior Years of Service for eligibility purposes.

         Section 3.02. Years of Service .

            (a)     A Participant shall earn Years of Service in an amount equal to the number determined as follows:

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            (b)     Except as provided below, a Participant who incurs a Period of Severance from employment with the Employer shall have his Years of Service before the Period of Severance reinstated and aggregated with his Years of Service after the Period of Severance.

        Notwithstanding the foregoing, for purposes of determining a Participant’s vested interest in his Account:

            (c)     After calculating a Participant’s Years of Service under subsection (a) and (b) of this Section 3.02, any remaining period of less than twelve (12) months shall be disregarded.

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ARTICLE IV.