CHANGE IN CONTROL PROTECTION PLAN AND SUMMARY PLAN DESCRIPTION

THE SMITH & WOLLENSKY RESTAURANT GROUP, INC.

CHANGE IN CONTROL PROTECTION PLAN AND SUMMARY PLAN DESCRIPTION

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THE SMITH & WOLLENSKY RESTAURANT GROUP, INC.

CHANGE IN CONTROL PROTECTION PLAN AND SUMMARY PLAN DESCRIPTION

The Smith & Wollensky Restaurant Group, Inc. and its subsidiaries (together, the “ Company ”) recognize that a corporate change in control may adversely affect certain employees.  To treat these employees in a fair and compassionate manner, The Smith & Wollensky Restaurant Group, Inc. has adopted this Change in Control Protection Plan (the “ Plan ”).

This document is the Plan’s plan document and it also serves as its Summary Plan Description (“SPD”).  This Plan will control in case of conflict with any other document.  The Plan became effective April 16, 2007 and was amended effective April 30, 2007.   Throughout this Plan, the term “ Sponsor ” is used when the Company is acting in its non-fiduciary capacity as Plan sponsor and settlor.  The term “ Plan Administrator ” is used when the Company is acting in the limited capacity of interpreting the Plan and determining eligibility for benefits (see Section 7 below for detailed information). References to the Company also refer to its affiliates and any successors to their interests.

1.                                       Eligibility

You are eligible for this Plan only if the Company has provided you with a Participation Letter Agreement (the “ Letter Agreement ”) signed by a duly authorized officer of the Company confirming your eligibility for the Plan.  The Letter Agreement shall be in the form attached hereto as Exhibit A or in such other form as the Company’s Board of Directors or the Compensation Committee of the Company’s Board of Directors shall approve.  If you execute the Letter Agreement and return it to the Company within 30 days after receiving it:

(a)           you will become a “ Participant ” on the date the Company receives your properly executed Letter Agreement;

(b)           you will continue to be a Participant as long as your Letter Agreement remains in effect in accordance with its terms and those of this Plan; and

(c)           you will immediately cease to be a Participant if your Letter Agreement expires for any reason before you become vested in the right to collect the benefits described in Sections 2 through 4 below ( “ Change in Control Benefits ”) .

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2.                                       Retention Benefit

(a)                                   General

You will become entitled to a retention benefit pursuant to this Plan if, while this Plan is in effect and while you are eligible under Section 1 for Plan participation, a Change in Control (as defined below) occurs and, if required in your Letter Agreement, you remain employed with the Company until the date set forth in your Letter Agreement (“ Retention Date ”).  This retention benefit (“ Change in Control Retention Benefit ”) shall be determined pursuant to the Letter Agreement that you sign pursuant to Section 1 as a condition to becoming a Plan participant.  If your employment with the Company terminates for any reason other than a Covered Termination (as defined under Section 3(c) of the Plan) before the Change in Control and, if applicable, the Retention Date, you will not be eligible for benefits under this Plan. You will be entitled to benefits under this Section 2 if you incur a Covered Termination as defined under Section 3(c) of the Plan after you satisfy the eligibility requirements described in Section 1.

(b)                                   Payment

If you become entitled to receive it, the Company will pay you your Change in Control Retention Benefit in a lump sum cash payment (less tax and other required withholdings) within 30 days following the later of the date of the Change in Control or, if applicable, the Retention Date.

(c)                                   Definition of Change in Control

The term “ Change in Control ” shall mean the occurrence of any of the following events that are intended to qualify as and should be interpreted in a manner consistent with a “change in control event” as defined under Treas. Reg. § 1.409A-3(i)(5):

(i)            the consummation of a merger, consolidation, statutory share exchange, or similar form of corporate transaction (whether in one or a series of related transactions) involving the Company, unless immediately following such transaction more than fifty percent (50%) of the outstanding securities entitled to vote generally in the election of directors or other capital interests of the acquiring corporation or entity is owned, directly or indirectly, by persons who were stockholders of the Company immediately prior to the transaction or transactions; or

(ii)           any person (as the term “person” is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act of 1934, as amended (the “ Exchange Act ”)) is or becomes, without the prior approval of the Company’s Board of Directors, the  beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation thereto under the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the then outstanding voting securities of the Company; or

(iii)          the individuals who constituted the Company’s Board of Directors at the beginning of any calendar year (the “ Incumbent Directors ”) cease for any reason to constitute at least a majority of the Company’s Board of Directors at the end of such calendar year; provided that any person becoming a director subsequent to the beginning of such calendar year, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then members of the Company’s Board of Directors shall be an Incumbent Director; or

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(iv)          a sale, transfer, or other disposition of the Company’s assets representing forty-percent (40%) or more of the aggregate fair market value of the Company’s assets and properties is closed or consummated, provided that no change in control shall be deemed to have occurred if there is a transfer to a related entity specified in Treas. Reg. § 1.409A-3(i)(5)(vii)(B).

3.                                       Severance Benefit

(a)                                   General

You will become entitled to a severance benefit pursuant to this Plan if, while this Plan is in effect and while you are eligible under Section 1 for Plan participation, you incur a Covered Termination (defined below) on or after a Change in Control.  The severance benefit (“ Change in Control Severance Benefit ”) shall be determined pursuant to the Letter Agreement that you sign pursuant to Section 1 as a condition for becoming a Plan participant and shall be considered “Paid Leave in Lieu of Notice” in accordance with the requirements of the Federal Worker Adjustment and Retraining Notification Act (29 U.S.C. §§ 2101 et seq.), and any similar state worker protection law.

If you terminate employment for any reason other than a Covered Termination, you will not be eligible for Change in Control Severance Benefits.  For example, you will not be eligible for Change in Control Severance Benefits under the Plan if the Plan Administrator determines, in its sole discretion, that your active employment has either (i) terminated before a Change in Control closes, or (ii) terminated on or after a Change in Control, by reason of —

(i)            your resignation  without Good Reason (as defined herein);

(ii)           your death;

(iii)          your discharge for Cause (as defined below)

Notwithstanding anything in this Section 3 to the contrary, you will not be eligible for Change in Control Severance Benefits under the Plan if you are offered employment with any entity or person that acquires the Company (including Alan Stillman or any entity he directly or indirectly controls) at a salary that is not 5% less than your salary prior to the Change in Control and that does not require you to move from your current work location.

(b)                                   Payment

If you become entitled to receive it, the Company will pay you your Change in Control Severance Benefit over a period of six (6) months (the “Severance Payment Period”) in equal monthly installments commencing within thirty (30) days following your Covered Termination.  Change in Control Severance Benefit payments will cease if you are offered employment during the Severance Payment Period with any entity or person that acquires the Company (including Alan Stillman or any entity he directly or indirectly controls) at a salary that is not 5% less than your salary prior to the Change in Control and that does not require you to move from your current work location. After benefit payments under this Section 3 have been ceased, the Plan Administrator, in its sole discretion, may require you to return any benefits already paid to you under this Section 3.   Notwithstanding anything in this Plan to the contrary, if at the time your Change in Control Severance Benefit is due, you are a specified employee” within the meaning of Code Section 409A(a)(2)(B)(i),

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the Company shall delay any Change in Control Severance Benefit that constitutes a “deferral of compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (after application of Treas. Reg. § 1.409-1(b)(9)) until six months after you “separate from service” as defined under Section 409A (the “409A Suspension Period”).  Within fourteen calendar days after the end of the 409A Suspension Period, the Company shall pay you a lump sum payment in cash equal to any payments (including interest on any such payments, at an interest of not less than the prime interest rate, as published in the Wall Street Journal, over the period such payment is restricted from being paid to you) and benefits that the Company would otherwise have been required to provide you under Section 3 but for the imposition of the 409A Suspension Period.  Thereafter, you shall receive any remaining payments and benefits due under this Section 3 in accordance with the terms of this Section (as if there had not been any suspension period beforehand).

(c)                                   Definitions

(i)            For purposes of this Plan, a “ Covered Termination ” shall mean that, at any time on or after the later of a Change in Control or, if applicable, the Retention Date, either (i) you have resigned from the Company for Good Reason (as defined below) within six months of the initial occurrence of the condition that constitutes Good Reason (as defined below), or (ii) your employment with the Company is involuntarily terminated by the Company without Cause (as defined below); provided, however, your employment with the Company shall not be considered involuntarily terminated in connection with the liquidation, dissolution, merger, consolidation or reorganization of the Company, or the transfer of all or substantially all of the Company’s assets if the successor (by liquidation, dissolution, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its assets have been transferred (directly or by operation of law) assumes the duties and obligations of the Company under this Plan.

(ii)           For purposes of this Plan, “Cause” shall mean (i) the refusal or failure by you to substantially perform your duties with the Company or to comply in all material respects with the policies of the Company or any affiliate other than an actual or anticipated failure after the date a notice of termination for a bona fide Good Reason is given by you to the Company, provided in the latter case that circumstances giving rise to Good Reason in fact exist and are not cured by the Company within thirty (30) days following such notice; (ii) your engagement in conduct which is materially injurious, monetarily or otherwise, to the Company or its affiliates; (iii) your commitment of one or more significant acts of dishonesty; (iv) your repeated failure to follow a lawful and material directive from your direct or indirect supervisor; or (v) your conviction, guilty plea or plea of nolo contendere either to any felony, or to any misdemeanor involving dishonesty or moral turpitude, in each case, after you have been given written notice of such and have failed to cure such within thirty (30) days following such notice.

(iii)          For purposes of this Plan, “Good Reason” shall mean (i) a 5% or greater reduction by the Company in your base salary below the amount in effect immediately prior to the Change in Control or (ii) the requirement that you change your principal location of work to any location that is more than 25 miles from its location immediately before the Change in Control or, for a Participant who works in Manhattan, a location outside of Manhattan, in each case under clauses (i) or (ii) after you have notified the Company in writing of such condition within 90 days of the initial occurrence of the condition and the Company has failed to cure such condition within thirty (30) days following such notice.

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4.                                       Taxes and Other Withholdings

Your Change in