Exhibit
10.27


 


 


 


 


 





Deferred Compensation
Plan, as amended


 


 


 


 


 


















Deferred Compensation Plan


TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 1 Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2 Selection, Enrollment, Eligibility

  	
   

  	
  8

  
	
   

  	
  2.1

  	
   

  	
  Selection by Committee

  	
   

  	
  8

  
	
   

  	
  2.2

  	
   

  	
  Enrollment Requirements

  	
   

  	
  8

  
	
   

  	
  2.3

  	
   

  	
  Eligibility; Commencement of Participation

  	
   

  	
  8

  
	
   

  	
  2.4

  	
   

  	
  Termination of Participation and/or Deferrals

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3 Deferral Commitments/Company
  Contribution/Crediting/Taxes

  	
   

  	
  8

  
	
   

  	
  3.1

  	
   

  	
  Minimum Deferrals

  	
   

  	
  8

  
	
   

  	
  3.2

  	
   

  	
  Maximum Deferral

  	
   

  	
  9

  
	
   

  	
  3.3

  	
   

  	
  Election to Defer; Effect of Election Form

  	
   

  	
  9

  
	
   

  	
  3.4

  	
   

  	
  Withholding of Annual Deferral Amounts

  	
   

  	
  9

  
	
   

  	
  3.5

  	
   

  	
  Annual Company Contribution Amount

  	
   

  	
  9

  
	
   

  	
  3.6

  	
   

  	
  Rollover Amount

  	
   

  	
  10

  
	
   

  	
  3.7

  	
   

  	
  Investment of Trust Assets

  	
   

  	
  10

  
	
   

  	
  3.8

  	
   

  	
  Vesting

  	
   

  	
  10

  
	
   

  	
  3.9

  	
   

  	
  Crediting/Debiting of Account Balances

  	
   

  	
  12

  
	
   

  	
  3.10

  	
   

  	
  FICA and Other Taxes

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4 Short-Term Payout; Unforeseeable Financial
  Emergencies; Withdrawal Election

  	
   

  	
  14

  
	
   

  	
  4.1

  	
   

  	
  Short-Term Payout

  	
   

  	
  14

  
	
   

  	
  4.2

  	
   

  	
  Other Benefits Take Precedence Over Short-Term

  	
   

  	
  14

  
	
   

  	
  4.3

  	
   

  	
  Withdrawal Payout/Suspensions for Unforeseeable
  Financial Emergencies

  	
   

  	
  14

  
	
   

  	
  4.4

  	
   

  	
  Withdrawal Election

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5 Retirement Benefit

  	
   

  	
  15

  
	
   

  	
  5.1

  	
   

  	
  Retirement Benefit

  	
   

  	
  15

  
	
   

  	
  5.2

  	
   

  	
  Payment of Retirement Benefit

  	
   

  	
  15

  
	
   

  	
  5.3

  	
   

  	
  Death Prior to Completion of Retirement Benefit

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6 Pre-Retirement Survivor Benefit

  	
   

  	
  16

  



 



 i
 









 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
   

  	
  Pre-Retirement Survivor Benefit

  	
   

  	
  16

  
	
   

  	
  6.2

  	
   

  	
  Payment of Pre-Retirement Survivor Benefit

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7 Termination Benefit

  	
   

  	
  16

  
	
   

  	
  7.1

  	
   

  	
  Termination Benefit

  	
   

  	
  16

  
	
   

  	
  7.2

  	
   

  	
  Payment of Termination Benefit

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8 Disability Waiver and Benefit

  	
   

  	
  17

  
	
   

  	
  8.1

  	
   

  	
  Disability Waiver

  	
   

  	
  17

  
	
   

  	
  8.2

  	
   

  	
  Disability; Continued Eligibility

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9 Beneficiary Designation

  	
   

  	
  17

  
	
   

  	
  9.1

  	
   

  	
  Beneficiary

  	
   

  	
  17

  
	
   

  	
  9.2

  	
   

  	
  Beneficiary Designation; Change

  	
   

  	
  18

  
	
   

  	
  9.3

  	
   

  	
  Acknowledgment

  	
   

  	
  18

  
	
   

  	
  9.4

  	
   

  	
  No Beneficiary Designation

  	
   

  	
  18

  
	
   

  	
  9.5

  	
   

  	
  Doubt as to Beneficiary

  	
   

  	
  18

  
	
   

  	
  9.6

  	
   

  	
  Discharge of Obligations

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10 Leave of Absence

  	
   

  	
  18

  
	
   

  	
  10.1

  	
   

  	
  Paid Leave of Absence

  	
   

  	
  18

  
	
   

  	
  10.2

  	
   

  	
  Unpaid Leave of Absence

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11 Termination, Amendment or Modification

  	
   

  	
  19

  
	
   

  	
  11.1

  	
   

  	
  Termination

  	
   

  	
  19

  
	
   

  	
  11.2

  	
   

  	
  Amendment

  	
   

  	
  19

  
	
   

  	
  11.3

  	
   

  	
  Plan Agreement

  	
   

  	
  19

  
	
   

  	
  11.4

  	
   

  	
  Effect of Payment

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12 Administration

  	
   

  	
  20

  
	
   

  	
  12.1

  	
   

  	
  Committee Duties

  	
   

  	
  20

  
	
   

  	
  12.2

  	
   

  	
  Administration Upon Change In Control

  	
   

  	
  20

  
	
   

  	
  12.3

  	
   

  	
  Agents

  	
   

  	
  21

  
	
   

  	
  12.4

  	
   

  	
  Binding Effect of Decisions

  	
   

  	
  21

  
	
   

  	
  12.5

  	
   

  	
  Indemnity of Committee

  	
   

  	
  21

  
	
   

  	
  12.6

  	
   

  	
  Employer Information

  	
   

  	
  21

  



 



 ii
 









 


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 13 Other Benefits and Agreements

  	
   

  	
  21

  
	
   

  	
  13.1

  	
   

  	
  Coordination with Other Benefits

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 14 Claims Procedures

  	
   

  	
  21

  
	
   

  	
  14.1

  	
   

  	
  Presentation of Claim

  	
   

  	
  21

  
	
   

  	
  14.2

  	
   

  	
  Notification of Decision

  	
   

  	
  22

  
	
   

  	
  14.3

  	
   

  	
  Review of a Denied Claim

  	
   

  	
  22

  
	
   

  	
  14.4

  	
   

  	
  Decision on Review

  	
   

  	
  22

  
	
   

  	
  14.5

  	
   

  	
  Legal Action

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 15 Trust

  	
   

  	
  23

  
	
   

  	
  15.1

  	
   

  	
  Establishment of the Trust

  	
   

  	
  23

  
	
   

  	
  15.2

  	
   

  	
  Interrelationship of the Plan and the Trust

  	
   

  	
  23

  
	
   

  	
  15.3

  	
   

  	
  Distributions From the Trust

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 16 Miscellaneous

  	
   

  	
  23

  
	
   

  	
  16.1

  	
   

  	
  Status of Plan

  	
   

  	
  23

  
	
   

  	
  16.2

  	
   

  	
  Unsecured General Creditor

  	
   

  	
  23

  
	
   

  	
  16.3

  	
   

  	
  Employer’s Liability

  	
   

  	
  24

  
	
   

  	
  16.4

  	
   

  	
  Nonassignability

  	
   

  	
  24

  
	
   

  	
  16.5

  	
   

  	
  Not a Contract of Employment

  	
   

  	
  24

  
	
   

  	
  16.6

  	
   

  	
  Furnishing Information

  	
   

  	
  24

  
	
   

  	
  16.7

  	
   

  	
  Terms

  	
   

  	
  24

  
	
   

  	
  16.8

  	
   

  	
  Captions

  	
   

  	
  24

  
	
   

  	
  16.9

  	
   

  	
  Governing Law

  	
   

  	
  25

  
	
   

  	
  16.10

  	
   

  	
  Notice

  	
   

  	
  25

  
	
   

  	
  16.11

  	
   

  	
  Successors

  	
   

  	
  25

  
	
   

  	
  16.12

  	
   

  	
  Spouse’s Interest

  	
   

  	
  25

  
	
   

  	
  16.13

  	
   

  	
  Validity

  	
   

  	
  25

  
	
   

  	
  16.14

  	
   

  	
  Incompetent

  	
   

  	
  25

  
	
   

  	
  16.15

  	
   

  	
  Distribution in the Event of Taxation.

  	
   

  	
  26

  
	
   

  	
  16.16

  	
   

  	
  Insurance

  	
   

  	
  26

  
	
   

  	
  16.17

  	
   

  	
  Legal Fees To Enforce Rights After Change in Control

  	
   

  	
  26

  



 



 iii


















Deferred
Compensation Plan


PENN NATIONAL GAMING, INC.


Deferred Compensation Plan, as amended


Purpose


The purpose of this Plan is to provide specified
deferred compensation benefits to a select group of management and highly
compensated Employees who contribute materially to the continued growth,
development and future business success of Penn National Gaming, Inc., a
Pennsylvania corporation, and its subsidiaries and affiliates, if any, that
participate in this Plan. This Plan is unfunded for tax purposes and for
purposes of Title I of ERISA.


ARTICLE 1

Definitions


For purposes of this Plan, unless otherwise clearly
apparent from the context, the following phrases or terms have the following
indicated meanings:


1.1                                 “Account”
means the account established for each Participant in the Plan.


1.2                                 “Account
Balance” means, with respect to a Participant, a credit on the records of the
Employer equal to the sum of (a) the Deferral Account balance, (b) the Company
Contribution Account balance and (c) the Rollover Account balance.  The Account Balance will be a bookkeeping
entry only and will be used solely to measure and determine the amounts to be
paid to a Participant, or his or her designated Beneficiary, pursuant to this
Plan.


1.3                                 “Annual
Bonus” means any compensation, in addition to Base Annual Salary, relating to
services performed during any calendar year, whether or not paid in that
calendar year or included on the Federal Income Tax Form W-2 for that calendar
year, payable to a Participant as an Employee under any Employer’s annual bonus
and cash incentive plans, excluding Stock options, restricted Stock or any
other Stock awards.


1.4                                 “Annual
Company Contribution Amount” means, for any one Plan Year, the amount
determined in accordance with Section 3.5.


1.5                                 “Annual
Deferral Amount” means that portion of a Participant’s Base Annual Salary and
Annual Bonus that a Participant elects to defer, and is deferred, in accordance
with Article 3, for any one Plan Year. 
In the event of a Participant’s Retirement, Disability (if deferrals
cease in accordance with Section 8.1), death, or a Termination of Employment
before the end of a Plan Year, that year’s Annual Deferral Amount will be the
actual amount withheld prior to that event.


1.6                                 “Annual
Installment Method” means annual installment payments over the number of years
selected by the Participant in accordance with this Plan, calculated as
follows:  The Account Balance of the
Participant will be calculated as of the close of business on the



 1
 









last business day of the year.  The annual installment will be calculated by
multiplying this balance by a fraction, the numerator of which is one, and the
denominator of which is the remaining number of annual payments due the
Participant.  By way of example, if the
Participant elects a 10-year Annual Installment Method, the first payment will
be 1/10 of the Account Balance, calculated as described in this
definition.  The following year, the
payment will be 1/9 of the Account Balance, calculated as described in this
definition.  Each annual installment
shall be paid on or as soon as practicable after the last business day of the
applicable year.


1.7                                 “Base
Annual Salary” means the annual cash compensation relating to services
performed during any calendar year, whether or not paid in that calendar year
or included on the Federal Income Tax Form W-2 for that calendar year,
excluding bonuses, commissions, overtime, fringe benefits, Stock options or
other Stock awards, relocation expenses, incentive payments, non-monetary
awards, directors fees and other fees, automobile and other allowances paid to
a Participant for employment services rendered (whether or not such allowances
are included in the Employee’s gross income). 
Base Annual Salary will be calculated before reduction for compensation
voluntarily deferred or contributed by the Participant pursuant to any
qualified or non-qualified plans of any Employer and will be calculated to
include amounts not otherwise included in the Participant’s gross income under
Code Sections 125, 402(e)(3) or, 402(h), pursuant to plans established by any
Employer; provided, however, that all such amounts will be included in
compensation only to the extent that, had there been no such plan, the amount
would have been payable in cash to the Employee.


1.8                                 “Beneficiary”
means, with respect to a Participant, one or more persons, trusts, estates or
other entities, designated in accordance with Article 9, that are entitled to
receive benefits under this Plan upon the Participant’s death.


1.9                                 “Beneficiary
Designation Form” means the form established from time to time by the Committee
that a Participant completes, signs, and returns to the Committee to designate
one or more Beneficiaries.


1.10                           “Board”
means the board of directors of the Company.


1.11                           “Change
in Control” means any of the following events:


(a)                                  The
acquisition by any individual, entity, or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, the “Exchange
Act”) (“any Person”) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act as in effect from time to time) of 25% or
more of either (1) the then outstanding shares of common stock of the Company
or (2) the combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors; provided,
however, that the following acquisitions will not constitute an



 2
 









acquisition of
control: (A) any acquisition directly from the Company (excluding an
acquisition by virtue of the exercise of a conversion privilege); (B) any
acquisition by the Company; (C) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any Related
Employer; (D) any acquisition by any corporation pursuant to a reorganization,
merger, or consolidated, if, following that reorganization, merger, or
consolidation, the conditions described in clauses (1), (2), and (3) of
paragraph (C) of this subsection (1.11) are satisfied.


(b)                                 Individuals
who, as of the Effective Date, constitute the Board of Directors of the Company
(the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board of the Directors; provided, however, that any individual becoming
a director subsequent to the Effective Date whose election or nomination for
election by the Company’s shareholders, with approval by a vote of at least a
majority of the directors then comprising the Incumbent Board, will be
considered as though the individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest
(as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board.


(c)                                  Approval
by the shareholders of the Company of a reorganization, merger, or
consolidation, in each case, unless following that reorganization, merger, or
consolidation, (1) more than 60% of, respectively, the then outstanding shares
of common stock of the corporation resulting from that reorganization, merger,
or consolidation and the combined voting power of the then outstanding voting
securities of that corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were then beneficiary
owners, respectively, of the outstanding Company common stock and outstanding
Company voting securities immediately prior to that reorganization, merger, or
consolidation in substantially the same proportions as their ownership,
immediately prior to that reorganization, merger, consolidation of the
outstanding Company stock and outstanding Company voting securities, as the
case may be; (2) no Person (excluding the Company, any employee benefit plan or
related trust of the Company, or the corporation resulting from the reorganization,
merger, or consolidation, in any Person beneficially owning, immediately prior
to such reorganization, merger, or consolidation, directly or indirectly,
twenty-five percent (25%) or more of the outstanding Company’s common stock or
Company voting securities, as the case may be) beneficially owned, directly or
indirectly, twenty-five percent (25%) or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from that
reorganization, merger, or consolidation, or the combined voting power of the
then outstanding voting securities of that



 3
 









corporation entitled to vote generally in the election of directors;
and (3) at least a majority of the members of the board of directors of the
corporation resulting from the reorganization, merger, or consolidation were
members of the Incumbent Board at the time of the execution of the initial
agreement providing for the reorganization, merger, or consolidation.


(d)                                 Approval
by the shareholders of the Company of (1) a complete liquidation or dissolution
of the Company or (2) the sale or other disposition of all or substantially all
of the assets of the Company, other than to a corporation with respect to which
following such sale or other disposition (A) more than 60% of, respectively,
then outstanding shares of common stock of the corporation and the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the individuals
and entitles who were the beneficial owners, respectively of the outstanding
Company common stock and outstanding Company voting securities immediately
prior to the sale or other disposition in substantially the same proportion as
their ownership, immediately prior to the sale or other disposition, of the
outstanding Company common stock and outstanding Company voting securities, as
the case may be; (B) no person (excluding the Company and any employee benefit
plan or related trust of the Company or the corporation and any Person
beneficially owning, immediately prior to the sale or other disposition,
directly or indirectly, 25% or more of the outstanding Company common stock or
outstanding Company voting securities, as the case may be) beneficially owns,
directly or indirectly, 25% or more of, respectively, the then outstanding
shares of common stock of the corporation and the combined voting power of the
then outstanding voting securities of the corporation entitled to vote
generally in the election of directors; and (C) at least a majority of the
members of the board of directors of the corporation were members of the
Incumbent Board at the time of the execution of the initial agreement or action
of the Board providing for such sale or other disposition of the assets of the
Company.


1.12                           “Claimant”
has the meaning set forth in Section 14.1.


1.13                           “Code”
means the Internal Revenue Code of 1986, as amended from time to time.


1.14                           “Committee”
means the committee described in Article 12.


1.15                           “Company”
means Penn National Gaming, Inc., a Pennsylvania corporation, and any successor
to all or substantially all of the Company’s assets or business.


1.16                           “Company
Contribution Account” means (a) the sum of the Participant’s Annual Company
Contribution Amounts, plus (b) amounts credited in accordance with all the
applicable crediting provisions of this Plan that relate to the Participant’s
Company



 4
 









Contribution Account, less (c) all distributions made to the
Participant or his or her Beneficiary pursuant to this Plan that relate to the
Participant’s Company Contribution Account.


1.17                           “Compensation”
means all cash remuneration paid to the Employee by the Company which is
required to be reported as compensation on the Employee’s Form W-2 and shall
also include compensation which is not currently includible in gross income by
reason of the application of Code Sections 125, 402(e)(3) and 402(h)(1)(B);
provided, however, that Compensation shall not include any income recognized as
a result of an Employee exercising a nonqualified Stock option.


1.18                           “Deduction
Limitation” means the following described limitation on a benefit that may
otherwise be distributable pursuant to the provisions of this Plan.  Except as otherwise provided herein, this
limitation will be applied to all distributions that are “subject to the
Deduction Limitation” under this Plan. 
If an Employer determines in good faith prior to a Change in Control
that there is a reasonable likelihood that any compensation paid to a
Participant for a taxable year of the Employer would not be deductible by the
Employer solely by reason of the limitation under Code Section 162(m), then to
the extent deemed necessary by the Employer to ensure that the entire amount of
any distribution to the Participant pursuant to this Plan prior to the Change
in Control is deductible, the Employer may defer all or any portion of a
distribution under this Plan.  Any
amounts deferred pursuant to this limitation will continue to be
credited/debited with additional amounts in accordance with Section 3.9 even if
the amount is being paid out in installments. 
The amounts so deferred and amounts credited thereon shall be
distributed to the Participant or his or her Beneficiary (in the event of the
Participant’s death) at the earliest possible date, as determined by the
Employer in good faith, on which the deducibility of compensation paid or
payable to the Participant for the taxable year of the Employer during which
the distribution is made will not be limited by Section 162(m), or if earlier,
the effective date of a Change in Control. 
Notwithstanding anything to the contrary in this Plan, the Deduction
Limitation will not apply to any distributions made after a Change in Control.


1.19                           “Deferral
Account” means (a) the sum of all of a Participant’s Annual Deferral Amounts,
plus (b) amounts credited in accordance with all the applicable crediting
provisions of this Plan that relate to the Participant’s Deferral Account, less
(c) all distributions made to the Participant or his or her Beneficiary
pursuant to this Plan that relate to his or her Deferral Account.


1.20                           “Disability”
means a disability within the meaning of the long-term disability insurance
program maintained by the Participant’s Employer. Determinations relating to
the existence of a Disability shall be made by the Committee, in its sole
discretion.


1.21                           “Disability
Benefit” means the benefit described in Article 8.



 5
 









1.22                           “Effective
Date” means March 1, 2001.


1.23                           “Election
Form” means the form established from time to time by the Committee that a
Participant completes, signs, and returns to the Committee to make an election
under the Plan.


1.24                           “Employee”
means a person who is an employee of any Employer.


1.25                           “Employer(s)”
means the Company and any of its subsidiaries or affiliates (now in existence
or subsequently formed or acquired) that have been selected by the Board to
participate in the Plan and that have adopted the Plan as a participating
Employer.  A list of the Employers is set
forth in Appendix A hereto.


1.26                           “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time.


1.27                           “Measurement
Fund” means those certain mutual funds selected by the Committee for the
purpose of determining the value of a Participant’s Account Balance.


1.28                           “Participant”
means any Employee (a) who is selected to participate in the Plan; (b) who
elects to participate in the Plan; (c) who signs a Plan Agreement, an Election
Form, and a Beneficiary Designation Form; (d) whose signed Plan Agreement,
Election Form and Beneficiary Designation Form are accepted by the Committee;
(e) who commences participation in the Plan; and (f) whose Plan Agreement has
not terminated.


1.29                           “Plan”
means the Penn National Gaming, Inc. Deferred Compensation Plan, as evidenced
by this instrument and by each Plan Agreement, as they may be amended from time
to time.


1.30                           “Plan
Agreement” means a written agreement, as amended from time to time, that is
entered into by and between an Employer and a Participant.  Each Plan Agreement executed by a Participant
and the Participant’s Employer will provide for the entire benefit to which the
Participant is entitled under the Plan. 
If there is more than one Plan Agreement, the Plan Agreement bearing the
latest date of acceptance by the Employer will supersede all previous Plan
Agreements in their entirety and will govern the Participant’s entitlement to
benefits under the Plan.  The terms of
any Plan Agreement may be different for any Participant, and any Plan Agreement
may provide additional benefits not set forth in the Plan or limit the benefits
otherwise provided under the Plan; provided, however, that any such additional
benefits or benefit limitations must be agreed to by both the Employer and the
Participant.


1.31                           “Plan
Year” means, except as provided in Section 1.45, the calendar year.


1.32                           “Pre-Retirement
Survivor Benefit” means the benefit set described in Article 6.



 6
 









1.33                           “Retirement”,
“Retire(s)” or “Retired” means, with respect to an Employee, termination of
employment from all Employers for any reason other than a leave of absence,
death, or Disability on or after the attainment of age sixty-five (65).


1.34                           “Retirement
Benefit” means the benefit in Article 5.


1.35                           “Rollover
Account” means (a) the sum of a Participant’s Rollover Amount, plus
(b) amounts credited in accordance with all the applicable crediting
provisions of this Plan that relate to the Participant’s Rollover Account, less
(c) all distributions made to the Participant or his or her Beneficiary
pursuant to this Plan that relate to the Participant’s Rollover Account.


1.36                           “Rollover
Amount” means the amount described in Section 3.6.


1.37                           “Short-Term
Payout” means a payout described in Section 4.1.


1.38                           “Stock”
means Company common stock or any other equity securities of the Company
designated by the Committee.


1.39                           “Termination
Benefit” means the benefit described in Article 7.


1.40                           “Termination
of Employment” means a termination of employment with all Employers,
voluntarily or involuntarily, for any reason other than Retirement, Disability,
death, or an authorized leave of absence.


1.41                           “Trust”
means one or more trusts established pursuant to the Trust Agreement.


1.42                           “Trust
Agreement” means the Trust Agreement between the Trustee and the Company, as
amended from time to time.


1.43                           “Trustee”
means the trustee of the Trust and any successor trustee.


1.44                           “Unforeseeable
Financial Emergency” means an unanticipated emergency that is caused by an
event beyond a Participant’s control that would result in severe financial
hardship to the Participant resulting from (a) a sudden and unexpected illness
or accident of the Participant or a dependent of the Participant, (b) a loss of
the Participant’s property due to casualty, or (c) such other extraordinary and
unforeseeable circumstances arising as a result of events beyond the
Participant’s control, all as determined in the sole discretion of the
Committee.


1.45                           “Year
of Service” means a Year of Service as determined pursuant to the terms of the
Penn National Gaming, Inc. 401(k) Plan; provided, however, that the term “Plan
Year” as utilized therein shall mean the 12-month period commencing on November
1 and ending on October 31.



 7
 









ARTICLE 2

Selection, Enrollment, Eligibility


2.1                                 Selection by Committee.  Participation in the Plan will be limited to
a select group of management and highly compensated Employees of the Employers,
as determined by the Committee, in its sole discretion.


2.2                                 Enrollment Requirements.  As a condition of participation, each
selected Employee will complete, execute, and return to the Committee a Plan
Agreement, an Election Form and a Beneficiary Designation Form, all within 30
days after he or she is selected to participate in the Plan.  In addition, the Committee will establish
from time to time such other enrollment requirements as it determines, in its
sole discretion, are necessary.


2.3                                 Eligibility; Commencement of Participation.  Provided that an Employee selected to
participate in the Plan has met all enrollment requirements set forth in this
Plan and required by the Committee, including returning all required documents
to the Committee within the specified time period, that Employee will commence
participation in the Plan on the first day of the month following the month in
which the Employee completes all enrollment requirements.  If an Employee fails to meet all such
requirements within the period required, in accordance with Section 2.2, that
Employee will not be eligible to participate in the Plan until the first day of
the Plan Year following the delivery to and acceptance by the Committee of the
required documents.


2.4                                 Termination of Participation and/or Deferrals.  If the Committee determines in good faith
that a Participant no longer qualifies as a member of a select group of management
or highly compensated employees, as membership in that group is determined in
accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the
Committee will have the right, in its sole discretion, to (a) terminate any
deferral election the Participant has made for the remainder of the Plan Year
in which the Participant’s membership status changes, (b) prevent the
Participant from making future deferral elections, and (c) distribute the
Participant’s vested Account Balance to the Participant.


ARTICLE 3

Deferral Commitments/Company Contribution/Crediting/Taxes


3.1                                 Minimum Deferrals.


(a)                                  Base Annual Salary and Annual Bonus.  For each Plan Year, a Participant may elect
to defer, as his or her Annual Deferral Amount, a percentage of Base Annual Salary
and/or Annual Bonus; provided, however, that a Participant must elect to defer
a sum of Base Annual Salary and/or Annual Bonus of at least $3,000.


If an election is made for less than stated minimum
amounts, or if no election is made, the amount deferred will be zero.



 8
 









(b)                                 Short Plan Year.  Notwithstanding the foregoing, if a
Participant first becomes a Participant after the first day of a Plan Year, or
in the case of the first Plan Year of the Plan itself, the minimum deferral
shall be an amount equal to the minimum set forth above, multiplied by a
fraction, the numerator of which is the number of complete months remaining in
the Plan Year and the denominator of which is 12.


3.2                                 Maximum Deferral.


For each Plan Year, a
Participant may elect to defer, as his or her Annual Deferral Amount up to 90%
of his Base Annual Salary and/or Annual Bonus. 
Notwithstanding the foregoing, if a Participant first becomes a
Participant after the first day of a Plan Year, the maximum Annual Deferral
Amount will be limited to the amount of Compensation not yet earned by the
Participant as of the date the Participant submits a Plan Agreement and
Election Form to the Committee for acceptance.


3.3                                 Election to Defer; Effect of Election Form.


(a)                                  First Plan Year.  In connection with a Participant’s
commencement of participation in the Plan, the Participant will make an
irrevocable deferral election for the Plan Year in which the Participant
commences participation in the Plan, along with such other elections as the
Committee deems necessary or desirable under the Plan.  For these elections to be valid, the Election
Form must be completed and signed by the Participant, timely delivered to the
Committee (in accordance with Section 2.2 above), and accepted by the
Committee.


(b)                                 Subsequent Plan Years.  For each succeeding Plan Year, a Participant
may make an irrevocable deferral election for that Plan Year, and such other
elections as the Committee deems necessary or desirable under the Plan, by
timely delivering to the Committee, in accordance with its rules and
procedures, before the end of the Plan Year preceding the Plan Year for which
the election is made, a new Election Form. 
If the Participant does not timely deliver an Election Form for a Plan
Year, the Participant’s Annual Deferral Amount will be zero for that Plan Year.


3.4                                 Withholding of Annual Deferral Amounts.  For each Plan Year, the Base Annual Salary
portion of the Annual Deferral Amount will be withheld from each regularly
scheduled Base Annual Salary payroll in equal amounts, as adjusted from time to
time for increases and decreases in Base Annual Salary.  The Annual Bonus portion of the Annual
Deferral Amount will be withheld at the time the Annual Bonus is or otherwise
would be paid to the Participant, whether or not this occurs during the Plan
Year itself.


3.5                                 Annual Company Contribution Amount.  During the period commencing on March 1, 2001
and ending on June 30, 2001, the Company shall credit to the Account of each
Participant an amount equal to 50% of the Participant’s Annual Deferral Amount
up to a maximum amount equal to 6% of the Annual Deferral Amount up to a
maximum annual credit of 3%.  During the
period



 9
 









commencing on July 1,
2001 and ending on December 31, 2001 and for each Plan Year thereafter, the
Company shall credit to the Account of each Participant an amount equal to 50%
of the Participant’s first 10% Annual Deferral Amount up to a maximum annual
credit of 5%.  For each Plan Year, the
Company, in its sole discretion, may, but is not required to, credit any amount
it desires to any Participant’s Company Contribution Account under this
Plan.  The amount so credited to a
Participant may be smaller or larger than the amount credited to any other
Participant, and the amount credited to any Participant for a Plan Year may be
zero, even though one or more other Participants receive an Annual Company
Contribution Amount for that Plan Year. 
All discretionary contributions to a Participant’s Company Contribution
Account shall be subject to the approval of the Board.


3.6                                 Rollover Amount.  Upon the effective date of his participation
in the Plan, a Participant may elect to have his account balance or accrued
benefit in any other nonqualified deferred compensation or nonqualified
retirement plan maintained by an Employer transferred to this Plan and credited
to his Account hereunder.


3.7                                 Investment of Trust Assets.  The Trustee of the Trust will be authorized,
upon written instructions received from the Committee or an investment manager
appointed by the Committee, to invest and reinvest the assets of the Trust in
accordance with the Trust Agreement, including the disposition of Stock and
reinvestment of the proceeds in one or more investment vehicles designated by
the Committee.


3.8                                 Vesting.


(a)                                  A
Participant will be 100% vested at all times in his or her Deferral Account.


(b)                                 Except
as otherwise provided herein, a Participant will become vested in his or her
Company Contribution Account in accordance with the following schedule:




	
  Years of Service on Date of

  Termination of Employment

  	
   

  	
  Vested Percentage of Company

  Contribution Account

  
	
  Less than 1 year

  	
   

  	
  0%

  
	
  1 year

  	
   

  	
  20%

  
	
  2 years

  	
   

  	
  40%

  
	
  3 years

  	
   

  	
  60%

  
	
  4 years

  	
   

  	
  80%

  
	
  5 years

  	
   

  	
  100%

  






 


(c)                                  Notwithstanding
anything to the contrary contained in this Section 3.8, in the event of a
Participant’s death or Retirement, or in the event of a Change in Control, a
Participant’s Company Contribution Account will immediately become 100% vested
(if it is not already 100% vested in accordance with the above vesting schedule).



 10















(d)                                 Notwithstanding
subsection (c), the vesting schedule for a Participant’s Company Contribution
Account will not be accelerated to the extent that the Committee determines
that acceleration would cause the deduction limitations of Code Section 280G to
become effective.  In the event that all
of a Participant’s Company Contribution Account is not vested pursuant to such
a determination, the Participant may request independent verification of the
Committee’s calculations with respect to the application of Code Section
280G.  In that case, the Committee must
provide to the Participant within 30 business days of receipt such a request an
opinion from a nationally recognized accounting firm selected by the
Participant (the “Accounting Firm”).  The
opinion will state the Accounting Firm’s opinion that any limitation in the
vested percentage under this Plan is necessary to avoid the limits of Code
Section 280G and contain supporting calculations.  The Company will pay the cost of obtaining
the opinion.  If the vesting schedule for
a Participant’s Company Contribution Account is not accelerated due to the
application of this Section 3.8(d) and the Participant’s employment with the
Employer is involuntarily terminated subsequent to the Change in Control that
would have resulted in the acceleration of the vesting schedule but for the
application of this Section 3.8(d), the Participant’s Company Contribution
Account will immediately become 100% vested (if it is not already 100% vested
in accordance with the vesting schedule set forth in Section 3.8(b)).


(e)                                  Notwithstanding
anything to the contrary herein, no Participant will be eligible to receive
benefits under the Plan that are credited to his or her Company Contribution
Account if he or she violates the terms and conditions of any agreement or
Company policy relating to matters of confidentiality or trade secrets of the
Company, competition with the Company, solicitation of employees or customers
of the Company, or engages in embezzlement, theft, fraud or any felony or any
other act that is materially injurious to the Company.  The determination as to whether a Participant
has engaged in any such impermissible activity shall be made by the Committee,
in its sole discretion.


(f)                                    In
the event that any portion of a Participant’s Account is forfeited by reason of
it not being fully vested or as a result of a divestiture pursuant to Section
3.8(e), any such forfeiture shall remain the property of the Company.  The Committee may, however, in its sole
discretion, elect to allocate all or a portion of any such forfeiture to the
Accounts of any other Participants in the Plan in such manner and at such time
as the Committee may determine.


(g)                                 In
the event of a Participant’s Disability or involuntary termination of
employment (except as is described in Section 3.8(d)), the Committee may, in
its sole discretion, accelerate the vesting schedule for a Participant’s
Company Contribution Account.



 11
 









3.9                                 Crediting/Debiting of Account Balances.  In accordance with, and subject to, the rules
and procedures that are established from time to time by the Committee, in its
sole discretion, amounts shall be credited or debited to a Participant’s
Account in accordance with the following rules:


(a)                                  Election of Measurement Funds.  A Participant, in connection with his or her
initial deferral election under Section 3.3(a) above, will elect, on the
Election Form, the Measurement Fund to be used to determine the additional
amounts to be credited to his or her Account for the first day in which the
Participant commences participation in the Plan, and continuing thereafter for
each subsequent day in which the Participant participates in the Plan, unless
changed in accordance with the next sentence. 
Commencing with the first business day that follows the Participant’s
commencement of participation in the Plan and continuing thereafter for each
subsequent day in which the Participant participates in the Plan, the
Participant may (but is not required to) elect, by submitting an Election Form
to the Committee that is accepted by the Committee, to add or delete one or
more Measurement Fund(s) to be used to determine the additional amounts to be
credited to his or her Account or to change the portion of his or her Account
allocated to each previously or newly elected Measurement Fund.  If an election is made in accordance with the
previous sentence, it will apply to the next business day and continue
thereafter for each subsequent day in which the Participant participates in the
Plan, unless changed in accordance with the previous sentence.


(b)                                 Proportionate Allocation.  In making any election described in Section
3.8(a) above, the Participant must specify on the Election Form, in increments
of five percentage points (5%), the percentage of his or her Account to be allocated
to a Measurement Fund (as if the Participant was making an investment in that
Measurement Fund with that portion of his or her Account).


(c)                                  Crediting or Debiting Method.  The performance of each elected Measurement
Fund (either positive or negative) will be determined by the Committee, in its
sole discretion, based on the performance of the Measurement Funds
themselves.  A Participant’s Account will
be credited or debited on a daily basis based on the performance of each
Measurement Fund selected by the Participant, as determined by the Committee,
in its sole discretion, as though (1) a Participant’s Account was invested in
the Measurement Fund(s) selected by the Participant, in the percentages
applicable to that day, at the closing price on that date; (2) the portion of
the Annual Deferral Amount that was actually deferred during any business day
was invested in the Measurement Fund(s) selected by the Participant, in the
percentages applicable to that day, no later than the close of business on the first
business day after the day on which the amounts are actually deferred from the
Participant’s Base Annual Salary through reductions in his or her payroll, at
the closing price on that date; and (3) any distribution made to a 



 12
 









Participant that decreases the Participant’s Account ceased being
invested in the Measurement Fund(s), in the percentages applicable to the day,
no earlier than one business day prior to the distribution, at the closing
price on that date.  The Participant’s
Rollover Amount will be credited to his or her Account for purposes of this
Section 3.9(c) as of the close of business on the Effective Date or, if later,
the first day of the Participant’s participation in the Plan.  The Participant’s Annual Company Contribution
Amount will be credited to his or her Company Contribution Account for purposes
of this Section 3.9(c) as of the close of business on the date selected by the
Committee, in its sole discretion.


(d)                                 No Actual Investment.  Notwithstanding any other provision of this
Plan that may be interpreted to the contrary, the Measurement Funds are to be
used for measurement purposes only, and a Participant’s election of any
Measurement Fund, the allocation to his or her Account Balance to any
Measurement Fund, the calculation of additional amounts, and the crediting or
debiting of those amounts to a Participant’s Account will  not be
considered or construed in any manner as an actual investment of his or her
Account Balance in any Measurement Fund. 
In the event that the Company or the Trustee, in its own discretion,
decides to invest funds in any or all of the Measurement Funds, no Participant
will have any rights in or to the investments themselves.  Without limiting the foregoing, a Participant’s
Account Balance will at all times be a bookkeeping entry only and will not
represent any investment made on his or her behalf by the Company or the Trust;
the Participant will at all times remain an unsecured creditor of the Company.


3.10                           FICA and Other Taxes.


(a)                                  Annual Deferral Amounts.  For each Plan Year in which an Annual
Deferral Amount is being withheld from a Participant, the Participant’s
Employer(s) will withhold from that portion of the Participant’s Base Annual
Salary and Annual Bonus that is not being deferred, in a manner determined by
the Employers, the Participant’s share of FICA and other employment taxes on
the Annual Deferral Amount.  If
necessary, the Committee may reduce the Annual Deferral Amount in order to
comply with this Section 3.10(a).


(b)                                 Company Contribution Account.  When a Participant becomes vested in a
portion of his or her Company Contribution Account, the Participant’s Employer
will withhold from the Participant’s Base Annual Salary and/or Annual Bonus
that is not deferred, in a manner determined by the Employer, the Participant’s
share of FICA and other employment taxes. 
If necessary, the Committee may reduce the vested portion of the
Participant’s Company Contribution Account to comply with this Section 3.10(b).



 13
 









(c)                                  Distributions.  The Participant’s Employer, or the Trustee of
the Trust, will withhold from any payments made to a Participant under this
Plan all federal, state, and local income, employment, and other taxes required
to be withheld by the Employer or the Trustee, in connection with those payments,
in amounts and in a manner to be determined in the sole discretion of the
Employer and the Trustee.


ARTICLE 4

Short-Term Payout; Unforeseeable Financial Emergencies;

Withdrawal Election


4.1                                 Short-Term Payout.  In connection with each election to defer an
Annual Deferral Amount, a Participant may irrevocably elect to receive a future
“Short-Term Payout” from the Plan with respect to the Annual Deferral
Amount.  Subject to the Deduction
Limitation, the Short-Term Payout will be a lump sum payment in an amount that
is equal to the Annual Deferral Amount plus amounts credited or debited in the
manner provided in Section 3.9 above on that amount, determined at the time
that the Short-Term Payout becomes payable (rather than the date of a
Termination of Employment).  Subject to
the Deduction Limitation and the other terms and conditions of this Plan, each
Short-Term Payout elected will be paid out during a thirty (30)-day period
commencing immediately after the last day of any Plan Year designated by the
Participant.


4.2                                 Other Benefits Take Precedence Over Short-Term.  If an event occurs that triggers a benefit
under Article 5, 6, 7 or 8, any Annual Deferral Amount, plus amounts credited
or debited on them, that is subject to a Short-Term Payout election under Section
4.1 will not be paid in accordance with Section 4.1 but will be paid in
accordance with the other applicable Article.


4.3                                 Withdrawal Payout/Suspensions for Unforeseeable
Financial Emergencies.  If
a Participant (or, after a Participant’s death, his or her Beneficiary)
experiences an Unforeseeable Financial Emergency, the Participant (or
Beneficiary) may petition the Committee to (a) suspend any deferrals required
to be made by a Participant and/or (b) receive a partial or full payout
from the Plan.  The payout will not
exceed the lesser of the Participant’s Account Balance, calculated as if the
Participant were receiving a Termination Benefit, or the amount reasonably
needed to satisfy the Unforeseeable Financial Emergency.  If, subject to the sole discretion of the
Committee, the petition for a suspension and/or payout is approved, suspension
will take effect upon the date of approval, and any payout will be made within
30 days of the date of approval.  The
payment of any amount under this Section 4.3 will not be subject to the
Deduction Limitation.


4.4                                 Withdrawal Election.  A Participant (or, after a Participant’s
death, his or her Beneficiary) may elect, at any time, to withdraw all of his
or her Account Balance, calculated as if a Termination of Employment had
occurred as of the day of the election, 



 14
 









less a withdrawal penalty
equal to 10% of that amount (the net amount is referred to as the “Withdrawal
Amount”).  This election can be made at
any time, before or after Retirement, Disability, death or Termination of
Employment, and whether or not the Participant (or Beneficiary) is in the
process of being paid pursuant to an installment payment schedule.  If withdrawal is made before Retirement,
Disability or death, a Participant’s Withdrawal Amount will be his or her
Account Balance calculated as if a Termination of Employment had occurred as of
the day of the election.  No partial
withdrawals of the Withdrawal Amount will be allowed.  To make a withdrawal election, the
Participant (or his or her Beneficiary) must give the Committee advance written
notice of the election in a form determined from time to time by the
Committee.  The Participant (or his or
her Beneficiary) will be paid the Withdrawal Amount within 30 days of his or
her election.  Once the Withdrawal Amount
is paid, the Participant’s participation in the Plan will terminate, and the
Participant will not be eligible to participate in the Plan for the remainder
of the Plan Year in which the Withdrawal Amount is paid and the next Plan
Year.  The payment of this Withdrawal
Amount will not be subject to the Deduction Limitation.


ARTICLE 5

Retirement Benefit


5.1                                 Retirement Benefit.  Subject to the Deduction Limitation, a
Participant who Retires will receive, as a Retirement Benefit, his or her Account
Balance.


5.2                                 Payment of Retirement Benefit.  A Participant, in connection with his or her
commencement of participation in the Plan, will elect on an Election Form to
receive the Retirement Benefit in a lump sum or pursuant to an Annual
Installment Method of 5 or 10 years.  On
the Election Form, the Participant may also elect to defer commencement of the
Retirement Benefit to a later date, not later than five (5) years after the
date on which the Participant retires. 
The Participant may annually change his or her election to an allowable
alternative payout period and/or payment commencement date by submitting a new
Election Form to the Committee, provided that any such Election Form must be
submitted at least six (6) months prior to the Participant’s Retirement and be
accepted by the Committee.  The Election
Form most recently accepted by the Committee will govern the payout of the
Retirement Benefit, provided that it has been on file with the Committee for at
least six (6) months.  If a Participant
does not make any election with respect to the payment of the Retirement
Benefit, then that benefit will be payable in a lump sum.  Unless the Participant has effectively
elected a deferred payment commencement date, a lump sum payment will be made,
or installment payments will commence, no later than 30 days after the last day
of the Plan Year in which the Participant Retires.  Any payment made will be subject to the
Deduction Limitation.


5.3                                 Death Prior to Completion of Retirement Benefit.  If a Participant dies after Retirement but
before the Retirement Benefit is paid in full, the Participant’s unpaid
Retirement Benefit payments will continue and will be paid to the Participant’s




 15
 









Beneficiary over the
remaining number of years and in the same amounts as that benefit would have
been paid to the Participant had the Participant survived.  Beneficiaries may receive distributions in a
lump sum or over a shorter period of time if so determined by the Committee, in
its sole discretion.


ARTICLE 6

Pre-Retirement Survivor Benefit


6.1                                 Pre-Retirement Survivor Benefit.  Subject to the Deduction Limitation, the
Participant’s Beneficiary will receive a Pre-Retirement Survivor Benefit equal
to the Participant’s Account Balance if the Participant dies before he or she
Retires, experiences a Termination of Employment, or suffers a Disability.


6.2                                 Payment of Pre-Retirement Survivor Benefit.  A Participant, in connection with his or her
commencement of participation in the Plan, will elect on an Election Form
whether his or her Beneficiary will receive the Pre-Retirement Survivor Benefit
in a lump sum or pursuant to an Annual Installment Method of 5 or 10
years.  The Participant may annually
change this election to an allowable alternative payout period by submitting a
new Election Form to the Committee, which form must be accepted by the
Committee.  The Election Form most
recently accepted by the Committee at least six (6) months prior to the
Participant’s death will govern the payout of the Participant’s Pre-Retirement
Survivor Benefit.  If a Participant does
not make any election with respect to the payment of the Pre-Retirement
Survivor Benefit, then the benefit will be paid in a lump sum. Despite the
foregoing, if the Participant’s Account Balance at the time of his or her death
is less than $35,000, payment of the Pre-Retirement Survivor Benefit will be
made in a lump sum payment.  The lump sum
payment will be made no later than 30 days after the last day of the Plan Year
in which the Committee is provided with proof, satisfactory to the Committee,
of the Participant’s death.  Any payment
made will be subject to the Deduction Limitation.


ARTICLE 7

Termination Benefit


7.1                                 Termination Benefit.  Except as provided in Section 3.8(e) and
subject to the Deduction Limitation, the Participant will receive a Termination
Benefit, which will be equal to the Participant’s vested Account Balance, if a
Participant experiences a Termination of Employment prior to his or her
Retirement, death, or Disability.


7.2                                 Payment of Termination Benefit.  The Committee, in its sole discretion, may
cause the Termination Benefit to be paid in a lump sum or pursuant to an Annual
Installment Method of 5or 10 years.  The
lump sum payment shall be made, or installment payments shall commence, no
later than 60 days after the last day of the Plan Year in which the Participant
experiences the Termination of Employment. Any payment made shall be subject to
the Deduction Limitation.



 16
 









ARTICLE 8

Disability Waiver and Benefit


8.1                                 Disability Waiver


(a)                                  Waiver of Deferral.  A Participant who is determined by the
Committee to be suffering from a Disability will be excused from fulfilling
that portion of the Annual Deferral Amount commitment that would otherwise have
been withheld from a Participant’s Base Annual Salary and/or Annual Bonus for
the Plan Year during which the Participant first suffers a Disability.  During the period of Disability, the
Participant will not be allowed to make any additional deferral elections but
will continue to be considered a Participant for all other purposes of this
Plan, including, but not limited to, the vesting provisions set forth in
Section 3.8.


(b)                                 Return to Work.  If a Participant returns to employment with
an Employer after a Disability ceases, the Participant may elect to defer an Annual
Deferral Amount for the Plan Year following his or her return to employment or
service and for every Plan Year thereafter while a Participant in the Plan,
provided that the deferral elections are otherwise allowed under the Plan and
an Election Form is delivered to and accepted by the Committee for each such
election in accordance with Section 3.3 above.


8.2                                 Disability; Continued Eligibility.  For benefit purposes under this Plan, a
Participant suffering a Disability will continue to be considered to be
employed and will be eligible for the benefits provided for in Articles 4, 5, 6
or 7, in accordance with the provisions of those Articles.  If the Participant’s employment with the
Employer is actually terminated, the Participant will be deemed to have Retired
as of the date the Participant’s termination of employment.  In that case, the Participant will receive a
Retirement Benefit in accordance with Article 5; provided, however, that if the
Participant is not otherwise 100% vested in his Company Contribution Account on
such date, the extent to which the vesting of his Company Contribution Account
will be accelerated (if any) shall be determined by the Committee, in its sole
discretion.  Any payment made shall be subject
to the Deduction Limitation.


ARTICLE 9

Beneficiary Designation


9.1                                 Beneficiary.  Each Participant will have the right, at any
time, to designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable under the Plan upon the Participant’s
death.  The Beneficiary designated under
this Plan may be the same as or different from the beneficiary designation
under any other plan of an Employer in which the Participant participates.



 17
 









9.2                                 Beneficiary Designation; Change.  A Participant will designate his or her
Beneficiary by completing and signing the Beneficiary Designation Form and
returning it to the Committee or its designated agent.  A Participant will have the right to change a
Beneficiary by completing, signing, and otherwise complying with the terms of
the Beneficiary Designation Form and the Committee’s rules and procedures, as
in effect from time to time.  Upon the
Committee’s acceptance of a new Beneficiary Designation Form, all Beneficiary
designations previously filed will be canceled. 
The Committee will be entitled to rely on the last Beneficiary
Designation Form filed by the Participant and accepted by the Committee prior
to his or her death.


9.3                                 Acknowledgment.  No designation or change in designation of a
Beneficiary will be effective until received and acknowledged in writing by the
Committee or its designated agent.


9.4                                 No Beneficiary Designation.  If a Participant fails to designate a
Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above, or if all
designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant’s benefits, then the Participant’s surviving
spouse will be deemed to be his or her designated Beneficiary.  If the Participant has no surviving spouse,
the benefits remaining under the Plan to be paid to a Beneficiary will be
payable to the executor or personal representative of the Participant’s estate.


9.5                                 Doubt as to Beneficiary.  If the Committee has any doubt as to the
proper Beneficiary to receive payments pursuant to this Plan, the Committee
will have the right, exercisable in its sole discretion, to cause the
Participant’s Employer to withhold the payments until this matter is resolved
to the Committee’s satisfaction.


9.6                                 Discharge of Obligations.  The payment of benefits under the Plan to a
Beneficiary will fully and completely discharge all Employers and the Committee
from all further obligations under this Plan with respect to the Participant
and his or her Beneficiary, and that Participant’s Plan Agreement will
terminate upon such full payment of benefits.


ARTICLE
10

Leave of Absence


10.1                           Paid Leave of Absence.  If a Participant is authorized by the
Participant’s Employer for any reason to take a paid leave of absence from the
employment of the Employer, the Participant will continue to be considered
employed by the Employer and the Annual Deferral Amount will continue to be
withheld during the paid leave of absence in accordance with Section 3.3.


10.2                           Unpaid Leave of Absence.  If a Participant is authorized by the
Participant’s Employer for any reason to take an unpaid leave of absence from
the employment of the Employer, the Participant will continue to be considered
employed by the Employer, and the 



 18
 









Participant will be
excused from making deferrals until the earlier of the date the leave of
absence expires or the date the Participant returns to a paid employment
status.  Upon that expiration or return,
deferrals will resume for the remaining portion of the Plan Year in which the
expiration or return occurs, based on the deferral election, if any, made for
that Plan Year.  If no election was made
for that Plan Year, no deferral will be withheld.


ARTICLE
11

Termination, Amendment or Modification


11.1                           Termination.  Although each Employer anticipates that it
will continue to participate in the Plan for an indefinite period of time,
there is no guarantee that the Company will continue the Plan, or that any
Employer will continue to participate in the Plan, or that the Company will not
terminate the Plan at any time in the future. 
Accordingly, each Employer reserves the right to discontinue its
participation in the Plan at any time, and the Company reserves the right to
terminate the Plan at any time by action of the Board.  A Participating Employer may terminate its
participation in the Plan at any time with respect to any or all of its
Participating Employees by action of its board of directors.  Upon the termination of the Plan with respect
to any Employer, the Plan Agreements of the affected Participants who are
employed by that Employer will terminate, and their Account Balances,
determined as if they had experienced a Termination of Employment on the date
of Plan termination, will be paid to the Participants in a lump sum.  The termination of the Plan will not
adversely affect any Participant or Beneficiary who has become entitled to the
payment of any benefits under the Plan as of the date of termination; provided
however, that in the event of a Change in Control, the Employer will accelerate
installment payments without a premium or prepayment penalty by paying the
Account Balance in a lump sum.


11.2                           Amendment.  The Company may, at any time, amend or modify
the Plan in whole or in part by the action of its Board; provided, however,
that: (a) no amendment or modification will be effective to decrease or
restrict the value of a Participant’s Account Balance in existence at the time
the amendment or modification is made, calculated as if the Participant had
experienced a Termination of Employment as of the effective date of the amendment
or modification or, if the amendment or modification occurs after the date upon
which the Participant was eligible to Retire, the Participant had Retired as of
the effective date of the amendment or modification, and (b) no amendment or
modification of this Section 11.2 or Section 12.2 of the Plan will be
effective.  The amendment or modification
of the Plan will not affect any Participant or Beneficiary who has become
entitled to the payment of benefits under the Plan as of the date of the
amendment or modification; provided, however, that, in the event of a Change in
Control, the Employer will accelerate installment payments by paying the
Account Balance in a lump sum.


11.3                           Plan Agreement.  Despite the provisions of Sections 11.1 and
11.2 above, if a Participant’s Plan Agreement contains benefits or limitations
that are not in this Plan 



 19
 









document, the Employer
may only amend or terminate those provisions with the consent of the
Participant.


11.4                           Effect of Payment.  The full payment of the applicable benefit
under Articles 4, 5, 6, 7 or 8 of the Plan will completely discharge all
obligations to a Participant and his or her designated Beneficiaries under this
Plan, and the Participant’s Plan Agreement will terminate.


ARTICLE
12

Administration


12.1                           Committee Duties.  Except as otherwise provided in this
Article  12, this Plan will be
administered by the Committee.  The
Committee will have the discretion and authority to (a) make, amend, interpret,
and enforce all appropriate rules and regulations for the administration of
this Plan and (b) decide or resolve any and all questions, including
interpretations of this Plan that arise in connection with the Plan.  When making a determination or calculation,
the Committee will be entitled to rely on information furnished by a
Participant or an Employer.


12.2                           Administration Upon Change In Control.  For purposes of this Plan, the Committee will
be the “Administrator” at all times prior to the occurrence of a Change in
Control.  Upon and after the occurrence
of a Change in Control, the “Administrator” will be an independent third party
selected by the Trustee and approved by the individual who, immediately prior
to that event, was the Company’s Chief Executive Officer or, if not so
identified, the Company’s highest ranking officer (the “Ex-CEO”).  The Administrator will have the discretionary
power to determine all questions arising in connection with the administration
of the Plan and the interpretation of the Plan and Trust including, but not
limited to, benefit entitlement determinations; provided, however, that upon
and after the occurrence of a Change in Control, the Administrator will have no
power to direct the investment of Plan or Trust assets or select any investment
manager or custodial firm for the Plan or Trust.  Upon and after the occurrence of a Change in
Control, the Company must: (a) pay all reasonable administrative expenses and
fees of the Administrator; (b) indemnify the Administrator against any
costs, expenses and liabilities including, without limitation, attorney’s fees
and expenses arising in connection with the performance of the Administrator
under this Plan, except with respect to matters resulting from the negligence
or willful misconduct of the Administrator or its employees or agents; and (c) supply
full and timely information to the Administrator on all matters relating to the
Plan, the Trust, the Participants, and their Beneficiaries, the Account
Balances of the Participants, the date and circumstances of the Retirement,
Disability, death, or Termination of Employment of the Participants, and such
other pertinent information as the Administrator may reasonably require. Upon
and after a Change in Control, the Administrator may be terminated (and a
replacement appointed) by the Trustee only with the approval of the
Ex-CEO.  Upon and after a Change in
Control, the Administrator may not be terminated by the Company.



 20















12.3                           Agents.  In the administration of this Plan, the
Committee may, from time to time, employ agents and delegate to them such
administrative duties as it sees fit (including acting through a duly appointed
representative) and may from time to time consult with counsel who may be
counsel to any Employer.


12.4                           Binding Effect of Decisions.  The decision or action of the Administrator
with respect to any question arising out of or in connection with the
administration, interpretation, and application of the Plan and the rules and
regulations promulgated under the Plan will be final and conclusive and binding
upon all persons having any interest in the Plan.


12.5                           Indemnity of Committee.  All Employers will indemnify and hold
harmless the members of the Committee, any Employee to whom the duties of the
Committee may be delegated, and the Administrator, against any and all claims,
losses, damages, expenses or liabilities arising from any action or failure to
act with respect to this Plan, except in the case of willful misconduct by the
Committee, any of its members, any such Employee, or the Administrator.


12.6                           Employer Information.  To enable the Committee and the Administrator
to perform their functions, the Company and each Employer will supply full and
timely information to the Committee or Administrator, as the case may be, on
all matters relating to the compensation of its Participants, the date and
circumstances of the Retirement, Disability, death, or circumstances of the
Retirement, Disability, death, or Termination of Employment of its
Participants, and such other pertinent information as the Committee or
Administrator may reasonably require.


ARTICLE
13

Other Benefits and Agreements


13.1                           Coordination with Other Benefits.  The benefits provided for a Participant and
Participant’s Beneficiary under the Plan are in addition to any other benefits
available to that Participant or Beneficiary under any other plan or program
for employees of the Participant’s Employer. 
The Plan will supplement and will not supersede, modify or amend any
other such plan or program except as may otherwise be expressly provided.


ARTICLE
14

Claims Procedures


14.1                           Presentation of Claim.  Any Participant or Beneficiary of a deceased
Participant (such a Participant or Beneficiary being referred to below as a “Claimant”)
may deliver to the Committee a written claim for a determination with respect
to the amounts distributable to that Claimant from the Plan.  If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within 60 days after
the notice was received by the Claimant. 
All other claims must be made within 180 days of the date on which the



 21
 









event that caused the
claim to arise occurred.  The claim must
state with particularity the determination desired by the Claimant.


14.2                           Notification of Decision.  The Committee will consider a Claimant’s
claim within a reasonable time, and will notify the Claimant in writing:


(a)                                  that
the Claimant’s requested determination has been made, and that the claim has
been allowed in full; or


(b)                                 that
the Committee has reached a conclusion contrary, in whole or in part, to the
Claimant’s requested determination, and the notice must set forth in a manner
calculated to be understood by the Claimant:


(1)                                  the
specific reason(s) for the denial of the claim, or any part of it;


(2)                                  specific
reference(s) to pertinent provisions of the Plan upon which the denial was
based;


(3)                                  a
description of any additional material or information necessary for the
Claimant to perfect the claim, and an explanation of why that material or
information is necessary; and


(4)                                  an
explanation of the claim review procedure set forth in Section 14.3 below.


14.3                           Review of a Denied Claim.  Within 60 days after receiving a notice from
the Committee that a claim has been denied, in whole or in part, a Claimant (or
the Claimant’s duly authorized representative) may file with the Committee a
written request for a review of the denial of the claim.  Thereafter, but not later than 30 days after
the review procedure began, the Claimant (or the Claimant’s duly authorized
representative):


(a)                                  may
review pertinent documents;


(b)                                 may
submit written comments or other documents; and/or


(c)                                  may
request a hearing, which the Committee, in its sole discretion, may grant.


14.4                           Decision
on Review.  The Committee will
render its decision on review promptly, and not later than 60 days after the
filing of a written request for review of the denial, unless a hearing is held
or other special circumstances require additional time, in which case the
Committee’s decision must be rendered within 120 days after that date.  The decision must be written in a manner
calculated to be understood by the Claimant, and it must contain:


(a)                                  specific
reasons for the decision;



 22
 









(b)                                 specific
reference(s) to the pertinent Plan provisions upon which the decision was
based; and


(c)                                  such
other matters as the Committee deems relevant.


14.5                           Legal Action.  A Claimant’s compliance with the foregoing
provisions of this Article 14 is a mandatory prerequisite to a Claimant’s right
to commence any legal action with respect to any claim for benefits under this
Plan.


ARTICLE
15

Trust


15.1                           Establishment of the Trust.  The Company may choose to establish a Trust,
and, if the Trust is established, each Employer will, at least annually,
transfer to the Trust such assets as the Employer determines, in its sole
discretion, are necessary or desirable to provide, on a present value basis,
for its respective future liabilities created with respect to the Annual
Deferral Amounts, Annual Company Contribution Amounts, and Rollover Amounts for
the Employer’s Employees who are Participants.


15.2                           Interrelationship of the Plan and the Trust.  The provisions of the Plan and the Plan
Agreement will govern the rights of a Participant to receive distributions
pursuant to the Plan.  The provisions of
the Trust will govern the rights of the Employers, Participants, and the
creditors of the Employers to the assets transferred to the Trust.  Each Employer will at all times remain liable
to carry out its obligations under the Plan.


15.3                           Distributions From the Trust.  Each Employer’s obligations under the Plan
may be satisfied with Trust assets distributed pursuant to the terms of the
Trust, and any such distribution will reduce the Employer’s obligations under
this Plan.


ARTICLE
16

Miscellaneous


16.1                           Status of Plan.  The Plan is intended to be a plan that is not
qualified within the meaning of Code Section 401(a) and that “is unfunded and
is maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employee”
within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1).  The Plan will be administered and interpreted
to the extent possible in a manner consistent with that intent.


16.2                           Unsecured General Creditor.  Participants and their Beneficiaries, heirs,
successors, and assigns will have no legal or equitable rights, interests, or
claims in any property or assets of an Employer.  For purposes of the payment of benefits under
this Plan, any and all of an Employer’s assets will be, and remain, the general,
unpledged, and unrestricted



 23
 









assets of the
Employer.  An Employer’s obligation under
the Plan will be merely that of an unfunded and unsecured promise to pay money
in the future.


16.3                           Employer’s Liability.  An Employer’s liability for the payment of
benefits will be defined only by the Plan and the Plan Agreement, as entered
into between the Employer and a Participant. 
An Employer will have no obligation to a Participant under the Plan
except as expressly provided in the Plan and his or her Plan Agreement.


16.4                           Nonassignability.  Neither a Participant nor any other person
will have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage, or otherwise encumber, transfer, hypothecate, alienate, or convey in
advance of actual receipt, the amounts, if any, payable under the Plan, or any
part of those amounts, which are, and all rights to which are expressly
declared to be, unassignable and non-transferable.  No part of the amounts payable will, prior to
actual payment, be subject to seizure, attachment, garnishment, or
sequestration for the payment of any debts, judgments, alimony, or separate
maintenance owed by a Participant or any other person; be transferable by
operation of law in the event of a Participant’s or any other person’s
bankruptcy or insolvency; or be transferable to a spouse as a result of a
property settlement or otherwise.


16.5                           Not a Contract of Employment.  The terms and conditions of this Plan will
not be deemed to constitute a contract of employment between any Employer and
the Participant.  Such employment is
hereby acknowledged to be an “at will” employment relationship that can be
terminated at any time for any reason, or no reason, with or without cause, and
with or without notice, unless expressly provided otherwise in a written
employment agreement.  Nothing in this
Plan will be deemed to give a Participant the right to be retained in the
service of any Employer as an Employee or to interfere with the right of any
Employer to discipline or discharge the Participant at any time.


16.6                           Furnishing Information.  A Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information requested by
the Committee and take such other actions as may be requested in order to
facilitate the administration of the Plan and the payments of benefits under
the Plan, including but not limited to taking such physical examinations as the
Committee may deem necessary.


16.7                           Terms.  Whenever any words are used in the Plan in
the masculine, they will be construed as though they were in the feminine in
all cases where they would so apply; and whenever any words are used in the
Plan in the singular or in the plural, they will 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.


16.8                           Captions.  The captions of the articles, sections, and
paragraphs of this Plan are for convenience only and will not control or affect
the meaning or construction of any of its provisions.



 24
 









16.9                           Governing Law.  Subject to ERISA, the provisions of this Plan
will be construed and interpreted according to the internal laws of the
Commonwealth of Pennsylvania without regard to its conflicts of laws
principles.


16.10                     Notice.  Any notice or filing required or permitted to
be given to the Committee under this Plan will be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address below:


Senior Vice President,
Human Resources

Penn National Gaming, Inc.

825 Berkshire Boulevard

Wyomissing, PA 19610


The notice will be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the postmark
on the receipt for registration or certification.


Any notice or filing required or permitted to be given
to a Participant under this Plan will be sufficient if in writing and
hand-delivered, or sent by mail, to the Participant’s last known address.


16.11                     Successors.  The provisions of this Plan will bind and
inure to the benefit of the Participant’s Employer and its successors and
assigns and the Participant and the Participant’s designated Beneficiaries.


16.12                     Spouse’s
Interest.  Any interest in
the Plan benefits of a Participant’s spouse who has predeceased the Participant
will automatically pass to the Participant and will not be transferable by the
spouse in any manner, including, but not limited to, the spouse’s will, nor
will the interest pass under the laws of intestate succession.


16.13                     Validity.  In case any provision of this Plan is
declared illegal or invalid for any reason, the illegality or invalidity will
not affect the remaining parts of the Plan, but the Plan will be construed and
enforced as if the illegal or invalid provision had never been inserted in the
Plan.


16.14                     Incompetent.  If the Committee determines, in its sole
discretion, that a benefit under this Plan is to be paid to a minor, a person
declared incompetent, or a person incapable of handling the disposition of that
person’s property, the Committee may direct payment of that benefit to the
guardian, legal representative, or person having the care and custody of the
minor, incompetent, or incapable person. 
The Committee may require proof of minority, incompetence, incapacity or
guardianship, as it may deem appropriate prior to distribution of the
benefit.  Any payment of a benefit will
be a payment for the account of the Participant or the Participant’s
Beneficiary, as the case may be, and will be a complete discharge of any
liability under the Plan for that payment amount.



 25
 









16.15                     Distribution in the Event of Taxation.


(a)                                  In General.  If, for any reason, all or any portion of a
Participant’s benefits under this Plan becomes taxable to the Participant prior
to receipt, a Participant may petition the Committee before a Change in
Control, or the Trustee of the Trust after a Change in Control, for a
distribution of that portion of his or her benefit that has become taxable.  Upon the grant of such a petition, which
grant will not be unreasonably withheld (and, after a Change in Control, will
be granted), a Participant’s Employer will distribute to the Participant
immediately available funds in an amount equal to the taxable portion of his or
her benefit (which amount will not exceed a Participant’s unpaid Account
Balance under the Plan).  If the petition
is granted, the tax liability distribution will be made within 90 days of the
date when the Participant’s petition is granted.  Such a distribution will affect and reduce
the benefits to be paid under this Plan.


(b)                                 Trust. 
If the Trust terminates in accordance with its terms and benefits are
distributed from the Trust to a Participant in accordance with those terms, the
Participant’s benefits under this Plan will be reduced to the extent of those
distributions.


16.16                     Insurance.  The Employers, on their own behalf or on
behalf of the Trustee and, in their sole discretion, may apply for and procure
insurance on the life of a Participant, in such amounts and in such forms as
the Employers may choose.  The Employers
or the Trustee, as the case may be, will be the sole owner and beneficiary of
any such insurance.  The Participant will
not have any interest whatsoever in any such policy or policies, and at the
request of the Employers will submit to medical examinations and supply such
information and execute such documents as may be required by the insurance
company or companies to which the Employers have applied for insurance.


16.17                     Legal
Fees To Enforce Rights After Change in Control.  The Company and each Employer is aware that
upon the occurrence of a Change in Control, the Board or the board of directors
of a Participant’s Employer (which might then be composed of new members) or a
shareholder of the Company or the Participant’s Employer, or of any successor
corporation might then cause or attempt to cause the Company, the Participant’s
Employer, or the successor to refuse to comply with its obligations under the
Plan and might cause or attempt to cause the Company or the Participant’s
Employer to institute, or may institute, litigation seeking to deny
Participants the benefits intended under the Plan.  In these circumstances, the purpose of the
Plan could be frustrated.  Accordingly,
if, following a Change in Control, it should appear to any Participant that the
Company, the Participant’s Employer, or any successor corporation has failed to
comply with any of its obligations under the Plan or any agreement thereunder
or, if the Company, an Employer, or any other person takes any action to
declare the Plan void or unenforceable or institutes any litigation or other
legal action designed to deny, diminish, or to recover from any Participant the
benefits intended to be provided, then the



 26
 









Company and the
Participant’s Employer irrevocably authorize the Participant to retain counsel
of his or her choice at the expense of the Company and the Participant’s
Employer (who will be jointly and severally liable) to represent the
Participant in connection with the initiation or defense of any litigation or
other legal action, whether by or against the Company, the Participant’s
Employer, or any director, officer, shareholder or other person affiliated with
the Company, the Participant’s Employer, or any successor to either of them in
any jurisdiction.


As amended by the Board by
Amendment No. 1, effective January 1, 2002, which amended the Plan to conform
the vesting schedule set forth in Section 3.8(b) with the vesting schedule in
the Company’s 401(k) Plan.


As amended by the Board by
Amendment No. 2, effective as of March 1, 2001, which amended Section 3.5 of
the Plan to make it consistent with the Plan’s administrative procedures.


As amended by the Board by
Amendment No. 3, effective on November 1, 2005, which amended Sections 1.31 and
1.45 of the Plan to establish a uniform method for vesting the Company matching
contributions allocated to Participants’ accounts so as to facilitate the
calculation and remittance of employment taxes thereon.



 27















Appendix A


 


Mountainview Thoroughbred
Racing Association


Penn National Turf Club,
Inc.


PNGI Charles Town Gaming,
LLC


PNGI Charles Town Food
& Beverage, LLC


BTN, Inc.


BSL, Inc.


The Downs Racing, Inc.


 



 28