THE MARCUS CORPORATION 
DEFERRED COMPENSATION
PLAN 














(Effective June 1, 1990) 



(Includes Amendments 1,
2 and 3) 












TABLE OF CONTENTS 





			Page
	
ARTICLE I.	DEFINITIONS	1
	         Section 1.01.	Definitions	1
	
ARTICLE II.	PARTICIPATION	2
	         Section 2.01.	Participation	2
	         Section 2.02.	Termination of Participation	2
	         Section 2.03.	Deferred Compensation Election Forms	2
	         Section 2.04.	Limits on Deferred Compensation	3
	
ARTICLE III.	DEFERRED COMPENSATION ACCOUNTS	3
	         Section 3.01.	Deferred Compensation Account	3
	         Section 3.02.	Earnings on Accounts	3
	         Section 3.03.	Periodic Statements of Account	4
	         Section 3.04.	Participant's Rights Unsecured	4
	         Section 3.05.	Unfunded Plan	4
	         Section 3.06.	Effect of Change of Control or Potential Change of Control	4
	
ARTICLE IV.	DISTRIBUTIONS	4
	         Section 4.01.	Distributions	4
	         Section 4.02.	Lump Sum Payment Method	4
	         Section 4.03.	Installment Payment Method	5
	         Section 4.04.	Hardship Distributions	5
	
ARTICLE V.	ADMINISTRATION AND OTHER PROVISIONS	5
	         Section 5.01.	Administration of the Plan	5
	         Section 5.02.	Amendment and Termination; Acceleration of Distributions	5
	         Section 5.03.	Expenses	6
	         Section 5.04.	Effect on Other Plans	6
	         Section 5.05.	Severability	6
	         Section 5.06.	Binding Upon Successors	6
	         Section 5.07.	Governing Law	6













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THE MARCUS CORPORATION 
DEFERRED COMPENSATION
PLAN 



        THE
MARCUS CORPORATION, a Wisconsin corporation, together with its subsidiaries and affiliates
(collectively referred to herein as the “Company”) hereby establishes this
Deferred Compensation Plan (the “Plan”), effective January 1, 1990, for the
purpose of assisting Participants in providing additional financial security for
themselves and their dependents. 



ARTICLE I.
                                                            DEFINITIONS 



        Section
1.01.     Definitions.  The following terms have the following meanings unless the
context clearly indicates otherwise: 




            (a)              “Administrator” means
The Marcus Corporation Deferred Compensation           Plan Administration and Investment
Committee as appointed by the Board of           Directors.  




            (b)              “Beneficiary” means
the person or entity designated by the Participant           to be the beneficiary of the
Deferred Compensation Accounts of the Participant           under the Plan. If a valid
designation of Beneficiary is not in effect at the           time of the death of a
Participant, the estate of the Participant is deemed to           be the sole Beneficiary
of such Accounts. If a Participant dies before receiving           full distribution of
each of his Accounts, any remaining distributions shall be           made to the
Beneficiary. If a Beneficiary dies, while entitled to receive           distributions
from the Plan, any remaining payments shall be paid to the estate           of the
Beneficiary. Beneficiary designations shall be in writing, filed with the
          Administrator, and in such form as the Administrator may prescribe for this
          purpose.  




            (c)              “Board
of Directors” means the Board of Directors of The Marcus           Corporation.  




            (d)              “Compensation” means
W-2 earnings for the relevant period.  




            (e)              “Deferred
Compensation Account” or “Account” means the           accounts maintained
on the books of the Company and/or pursuant to the Trust           Agreement for each
Participant, pursuant to deferral elections of the           Participants. Separate
Deferred Compensation Accounts shall be maintained on           behalf of a Participant
as to amounts with distinct payment methods and/or           distribution commencement
dates.  




            (f)              “Deferred
Compensation Election Form” or “Election Form”          means the written
election of a Participant to defer a portion of his           Compensation in a calendar
year pursuant to the provisions of the Plan. An           Election Form shall specify the
period of deferral or, in the alternative, the           calendar year in which payment
shall commence, or that payment should commence           in the Participant’s
anticipated year of retirement or the immediately           following year. The Election
Form shall also specify whether payment is to be           made in a single lump sum
amount or in periodic payments over not more than ten           (10) years.  













            (g)              “Eligible
Associate” means an associate who has, in the calendar year           in which the
initial Deferral Election Form is executed and filed with the           Administrator,
projected Compensation that is not less than the amount described           in Internal
Revenue Code Section 414(q)(1)(B)(i). Prior to March 1, 2000, an           Eligible
Associate also was required to have reached age twenty-one (21) and           have
completed one (1) Year of Service before being eligible to participate.  




            (h)              “Participant” means
an Eligible Associate who has executed a Deferred           Compensation Election Form.
After an Eligible Associate has become a           Participant, the associate will remain
a Participant, subject to governmental           regulations, without regard to increases
in the compensation level described in           Code Section 414(q)(1)(C) or reductions
in individual Compensation.  




            (i)              “Trust
Agreement” means the Marcus Executive Benefit Trust Agreement           entered into
by the Company and the Trustee designated in such Agreement to           implement and
carry out the provisions of the Plan. The Trust Agreement is           incorporated
herein by this reference.  




            (j)              A
“Year of Service” is employment by the Company for twelve (12)
          consecutive months without an intervening unpaid leave of absence or other
          separation from employment.  




ARTICLE II.
                                                           PARTICIPATION 



        Section
2.01.Participation. Effective March 1, 2000, Eligible Associates who are
initially eligible to participate in the Plan may commence participation by completing
and filing with the Administrator a Deferred Compensation Election Form at any time
during such Eligible Associate’s first sixty (60) days of eligibility. All other
Eligible Associates, including persons who remain eligible to participate but who have
not yet elected to commence participation in the Plan, are entitled to participate as of
the first day of the calendar year following the year in which he or she has completed
and filed a Deferred Compensation Election Form with the Administrator.  




        Section
2.02.Termination of Participation. A Participant has no further right to defer
Compensation under the Plan upon termination of service with the Company or upon receipt
of written notice of revocation by the Administrator (based on government regulations) of
an associate’s status as an Eligible Associate. Such revocations are effective only
upon the January 1 following, or on, the date that the associate is provided such written
notice. If a Participant terminates service with the Company and subsequently returns to
service, he shall be treated as a new associate for all Plan purposes.  




        Section
2.03.Deferred Compensation Election Forms. An Eligible Associate shall
commence participation by executing a Deferred Compensation Election Form or that shall
be effective as of the first payroll period beginning on or after the first day of the
calendar year following the calendar year in which the Election Form is completed and
placed on file with the Administrator, subject to the following:  





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            (a)     The
Administrator shall determine the form of the Deferred Compensation Election Form from
time to time. Upon execution of a Deferred Compensation Election Form, a Participant shall
be bound by all the terms and conditions of the Plan and such Election Form. 



            (b)     The
Deferred Compensation Election Form shall include a Distribution Date and Form of Payment
Election, indicating the calendar year in which payment is to commence or, in the case of
a lump sum payment, be made, and the form of payment that is to be used. 



            (c)     A
Participant may select a later Distribution Date for the Participant’s Deferred
Compensation Account and/or select a different Form of Payment, within the general
limitations of the Plan. Any such change of Distribution Date or change of Form of Payment
must be made in writing, using the Administrator’s form for this purpose, and must be
filed with the Administrator before the close of the calendar year preceding the calendar
year in which payment would otherwise commence under any elections previously in effect. 



            (d)     The
Administrator may limit the availability and frequency of change elections under paragraph
(c), above, in accordance with rules announced in advance and generally applied to all
Participants. 



        Section
2.04. Limits on Deferred Compensation. The aggregate deferral percentage with respect
to Compensation may be any full percentage up to one hundred percent (100%). The minimum
scheduled period of deferral shall end no earlier than on the first day of the second
calendar year following the year in which Compensation is Deferred. The Administrator
may, from time to time, in its sole discretion, prospectively adjust the minimum and
maximum deferrals and the minimum deferral periods permitted hereunder. A new Deferred
Compensation Election Form is required to be filed by a Participant for each calendar
year for which Compensation is to be deferred. Deferral elections in effect for a
calendar year are not revocable by the Participant during such year.  




ARTICLE III.
                                                DEFERRED COMPENSATION ACCOUNTS 



        Section
3.01. Deferred Compensation Account. The Company shall establish one or more
Deferred Compensation Accounts on its books for each Participant, as necessary, and shall
credit to each such Account any amounts deferred to such Account by the Participant under
the Plan. Such credits for deferred Compensation are to be made at such times as the
deferred Compensation, but for the Participant’s deferral election, would otherwise
have been paid to the Participant. The Company shall deduct any amounts it is required to
withhold as to such deferred Compensation under any state, federal, or local law for
taxes or other charges from the Participant’s non-deferred Compensation.  




        Section
3.02. Earnings on Accounts. Accounts shall be credited as of the last day of
each calendar year quarter with simple interest from the date of deposit at the reference
rate declared by Bank One Milwaukee, N.A. on the first day of the calendar year quarter.
Quarterly adjustments in the reference rate at the beginning of each calendar year
quarter will apply to all monies in an Account.  





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        Section
3.03. Periodic Statements of Account. The Administrator shall provide to each
Participant, not less frequently than annually, a statement with respect to each of his
Accounts in such form as the Administrator determines to be appropriate, setting forth
credited amounts added during the reporting period, amounts distributed from such Account
to the Participant since the last report, the current balance to the credit of such
Participant in such Account, and other appropriate information.  




        Section
3.04. Participant’s Rights Unsecured. The right of the Participant or his
Beneficiary to receive a distribution hereunder shall be an unsecured claim against the
general assets of the Company, and neither the Participant nor any Beneficiary shall have
any rights in or against any amount credited to his Account or any other specific assets
of the Company. The right of a Participant or Beneficiary to the payment of benefits
under this Plan shall not be assigned, transferred, pledged or encumbered.  




        Section
3.05. Unfunded Plan. This Plan is unfunded and is maintained by the Company primarily
for the purpose of providing deferred compensation for a select group of management and
highly compensated associates. Nothing contained in this Plan and no action taken
pursuant to its terms shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company and any Participant or Beneficiary, or any
other person.  




        Section
3.06. Effect of Change of Control or Potential Change of Control. Notwithstanding the
preceding sections of this Article III, upon the occurrence of a change of control or
potential change of control, as described in Article III of the Trust Agreement, or at
such other time as determined by the Board of Directors pursuant to the Trust Agreement,
payments due to be made under the Plan may be paid out of assets transferred by the
Company to the trust fund maintained pursuant to the terms and conditions of the Trust
Agreement.  




ARTICLE IV.
                                                          DISTRIBUTIONS 



        Section
4.01. Distributions. All distributions hereunder shall be made promptly by the
Company as they become due under the terms of the Plan except to the extent such
distributions are made by the Trustee. Any payment of amounts due Participants or
Beneficiaries under the Plan which are made by the Trustee shall be deemed to be payment
by the Company for all Plan purposes.  




        Section
4.02.  Lump Sum Payment Method. An optional form of distribution of an Account to a
Participant (or Beneficiary in the event of the Participant’s death) is payment in a
single lump sum amount no later than thirty (30) days after the beginning of the calendar
year designated for payment by the Participant in his Election Form or, in the case of
death, no later than thirty (30) days after the Administrator has received proper
evidence of death. A Participant may, however, elect in writing, on a form filed in
advance with the Administrator, a payment date or dates (not more frequently than
quarterly) occurring later in the same calendar year.  




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        Section
4.03. Installment Payment Method. An optional form of distribution of an Account to a
Participant (or Beneficiary in the event of the Participant’s death) is the
installment method of payment. Installments over not more than ten (10) years may be
elected. If the installment method of payment is elected the periodic payments will
include earnings adjustments to any remaining balance during the payout period. Annual
amounts to be distributed under the installment method are determined at the beginning of
the year in which payments are to be made by multiplying the amount in the Participant’s
Account as of the immediately preceding December 31 by a fraction in which the numerator
is one (1) and the denominator is the number of annual payments remaining to be paid
(e.g., for 10 installments, 1/10, 1/9, 1/8, etc.) A Participant may elect in writing, on
a form filed in advance with the Administrator, whether to receive installments annually
or quarterly, provided the minimum amounts to be paid in each installment are not smaller
than the Administrator determines to be administratively reasonable. If an Account is ten
thousand dollars ($10,000) or less on any payment date, the Company has the option to
make a lump sum distribution to the Participant of the full Account balance. If the
Participant should die during an installment payment period, installments shall continue
to be made for the unexpired portion of the term to the Participant’s Beneficiary.
If a Participant, who has elected the installment payment method, should die before
payments commence, the Administrator shall, in consultation with the Beneficiary,
determine whether payment will be made in the lump sum or installment payment method or
in a combination of such methods.  




        Section
4.04. Hardship Distributions. If a Participant (or Beneficiary receiving installments
after the Participant’s death) provides information to the Administrator which is
sufficient, as determined solely and conclusively by the Administrator, to establish that
an unforeseen financial hardship significantly affecting the personal or family affairs
of the Participant (or Beneficiary) has occurred, including but not limited to the
occurrence of permanent and total disability of the Participant under the terms of
disability insurance maintained by the Participant, and has created the need for
additional current income, the Administrator may elect, in the sole discretion of the
Administrator, to authorize immediate payment to such Participant or Beneficiary from the
Participant’s Deferred Compensation Account, an amount appropriate to the
circumstances, taking tax consequences into account, or in the alternative, to adjust the
installment payment program. Hardship distributions shall be made first from Accounts
with the earliest scheduled payment date.  




ARTICLE V.
                                                ADMINISTRATION AND OTHER PROVISIONS 



        Section
5.01. Administration of the Plan. The Administrator shall administer and interpret
the Plan, and supervise preparation of Deferred Compensation Election Forms and
Beneficiary designation forms, and any amendments thereto. Interpretation of the Plan
shall be within the sole discretion of the Administrator and shall be final and binding
upon each Participant and Beneficiary. The Administrator may adopt and modify rules and
regulations relating to the Plan as it deems necessary or advisable for the
administration of the Plan. If a member of the Administrator shall also be a Participant
or Beneficiary, such person shall not participate in any determinations affecting such
person’s participation in the Plan.  




        Section
5.02. Amendment and Termination; Acceleration of Distributions. The Administrator may
amend or terminate the Plan without the consent of the Participants or Beneficiaries,
provided, however, that no amendment or termination may reduce any Account balance
accrued on behalf of a Participant based on deferrals already made, or divest any
Participant of rights to which he would have been entitled if the Plan had been
terminated immediately prior to the effective date of such amendment; provided, however,
this Section shall not restrict the right of the Administrator to cause all Accounts to
be distributed in the event of Plan termination, provided all Participants and
Beneficiaries are treated in a uniform and nondiscriminatory manner.  




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        Section
5.03.     Expenses.  Costs of administration of the Plan will be paid by the Company. 




        Section
5.04. Effect on Other Plans. Compensation credited to a Deferred Compensation Account
hereunder shall not be considered to be “compensation” for the purpose of
computing benefits under any qualified retirement plan which may be maintained by the
Company, but shall be considered compensation for welfare benefit plans maintained by the
Company.  




        Section
5.05. Severability. If any of the provisions of the Plan shall be held to be invalid,
or shall be determined to be inconsistent with the purpose of the Plan, the remainder of
the Plan shall not be affected thereby.  




        Section
5.06.  Binding Upon Successors. This Plan shall be binding upon and inure to the
benefit of The Marcus Corporation, its successors and assigns, and the Participants and
their heirs, executors, administrators, and legal representatives.  




        Section
5.07. Governing Law. This Plan shall be construed in accordance with and governed by
the law of the State of Wisconsin to the extent not preempted by federal law.  




        IN
WITNESS WHEREOF, THE MARCUS CORPORATION has caused this Plan to be executed by its duly
authorized officers. 



		THE MARCUS CORPORATION
	

	By /s/ Stephen H. Marcus
	
[Corporate Seal]
	
 	ATTEST:
	

 	/s/ Thomas F. Kissinger










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