exv10w2



 





Exhibit 10.2




Ameristar Casinos, Inc.

Deferred Compensation Plan

Master Plan Document


AMERISTAR CASINOS, INC.




DEFERRED COMPENSATION PLAN




Amended and Restated Effective January 1, 2008




Purpose




     The purpose of this Plan is to provide specified benefits to a select group of
management and highly compensated Employees who contribute materially to the continued
growth, development and future business success of Ameristar Casinos, Inc., a Nevada
corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be
unfunded for tax purposes and for purposes of Title I of ERISA. The Plan is intended to
comply with all applicable law including, in respect of amounts not earned and vested prior
to January 1, 2005, Code Section 409A and related Treasury guidance and regulations.



ARTICLE 1

Definitions




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




	1.1	 	“Account Balance” shall mean, with respect to a Participant, a credit on the
records of the Employer equal to the sum of (i) the Deferral Account balance, (ii) the
vested portion of the Company Contribution Account balance, (iii) the vested portion
of the Company Matching Account balance and (iv) the Rollover Contribution Account,
minus (v) the Rollover Transfers. The Account Balance, and each other specified
account balance, shall be a bookkeeping entry only and shall be utilized solely as a
device for the measurement and determination of the amounts to be paid to a
Participant, or his or her designated Beneficiary, pursuant to this Plan. The Company
may, as necessary, divide accounts into subaccounts corresponding to interests vested
and earned prior to January 1, 2005 (“Grandfathered Amounts”) and interests vested or
earned after December 3l, 2004 (“409A Subject Amounts”).
	 
	1.2	 	“Annual Bonus” shall mean any compensation, in addition to Base
Annual Salary relating to services performed during any calendar year,
whether or not paid in such calendar year or included on the Federal
Income Tax Form W-2 for such calendar year, payable to a




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Ameristar Casinos, Inc.

Deferred Compensation Plan

Master Plan Document




	 	 	Participant as an Employee under any Employer’s annual bonus and cash incentive
plans, excluding stock options and other equity-based compensation.
	 
	1.3	 	“Annual Company Contribution Amount” shall mean, for any one Plan Year, the
amount determined in accordance with Section 3.5.
	 
	1.4	 	“Annual Company Matching Amount” for any one Plan Year shall be the amount
determined in accordance with Section 3.6.
	 
	1.5	 	“Annual Deferral Amount” shall mean that portion of a Participant’s Base
Annual Salary and Annual Bonus that a Participant elects to have, 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 prior to the end of a Plan Year, such year’s Annual Deferral
Amount shall be the actual amount withheld prior to such event.
	 
	1.6	 	“Annual Salary Deferral Amount” shall mean that portion of a Participant’s
Base Annual Salary that a Participant elects to have, 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 prior to the end of a Plan Year, such year’s Annual Salary Deferral
Amount shall be the actual amount withheld prior to such event.
	 
	1.7	 	“Annual Bonus Deferral Amount” shall mean that portion of a Participant’s
Annual Bonus that a Participant elects to have, 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 prior to the end of a Plan Year, such year’s Annual Bonus Deferral
Amount shall be the actual amount withheld prior to such event.
	 
	1.8	 	“Annual Installment Method” shall mean annual installments over the number of
years selected by the Participant or Committee in accordance with this Plan,
calculated as follows: The Account Balance of the Participant shall be calculated as
of the close of business on the last business day of the year. The annual installment
shall 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 installments
due the Participant. By way of example, if the Participant elects a 10 year Annual
Installment Method, the first annual installment shall be 1/10 of the Account Balance,
calculated as described in this definition. The following year, the annual installment
shall be 1/9 of the Account Balance, calculated as described in this definition. Each
annual installment shall be distributed to the Participant in four equal payments, one
payment to be made each calendar quarter of the Plan Year, on or as soon as
practicable after the first business day of each calendar quarter of the Plan Year. By
way of example, if the annual installment




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Ameristar Casinos, Inc.

Deferred Compensation Plan

Master Plan Document





	 	 	for Plan Year 2002 totals $1,000, $250 shall be paid to the Participant on or as soon
as practicable after January 1, April 1, July 1 and October 1.
	 
	1.9	 	“Base Annual Salary” shall mean the annual cash compensation relating to
services performed during any calendar year, whether or not paid in such calendar year
or included on the Federal Income Tax Form W-2 for such calendar year, excluding
bonuses, commissions, overtime, fringe benefits, stock options and other equity-based
compensation, 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 shall be calculated before reduction for
compensation voluntarily deferred or contributed by the Participant pursuant to all
qualified or non-qualified plans of any Employer and shall be calculated to include
amounts not otherwise included in the Participant’s gross income
under Code Section 125, 402(e)(3), 402(h), or 403(b) 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.
	 
	1.10	 	“Beneficiary” shall mean 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 death of a
Participant.
	 
	1.11	 	“Beneficiary Designation Form” shall mean 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.
	 
	1.12	 	“Board” shall mean the board of directors of the Company.
	 
	1.13	 	A “Change in Control” shall mean the occurrence of any of the following events:






	 	(a)	 	individuals who, as of the date of this Plan, constitute the
entire Board (“Incumbent Directors”) cease for any reason to constitute at least
a majority of the Board; provided, however, that any individual
becoming a director subsequent to such date whose election, or nomination for
election by the Company’s stockholders, was approved by a vote of at least a
majority of the then Incumbent Directors (other than an election or nomination
of an individual whose assumption of office is the result of an actual or
threatened election contest relating to the election of directors of the
Company), also shall be an Incumbent Director; or
	 
	 	(b)	 	any merger, consolidation, or recapitalization of the Company
(or, if the capital stock of the Company is affected, any subsidiary of the
Company) or any sale, lease, or other transfer (in one transaction or a series
of transactions contemplated




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Ameristar Casinos, Inc.

Deferred Compensation Plan

Master Plan Document





	 	 	 	or arranged by any party as a single plan) of all or substantially all of the
assets of the Company (each of the foregoing being an “Acquisition
Transaction”) where (1) the stockholders of the Company immediately prior to
such Acquisition Transaction do not immediately after such Acquisition
Transaction beneficially own, directly or indirectly, shares representing in
the aggregate more than fifty percent (50%) of (i) the then outstanding common
stock of the corporation surviving or resulting from such merger, consolidation
or recapitalization or acquiring such assets of the Company, as the case may be
(the “Surviving Corporation”) (or of its ultimate parent corporation, if any)
and (ii) the Combined Voting Power (as defined below) of the then outstanding
Voting Securities (as defined below) of the Surviving Corporation (or of its
ultimate parent corporation, if any) or (2) the Incumbent Directors at the time
of the initial approval of such Acquisition Transaction do not immediately
after such Acquisition Transaction constitute a majority of the board of
directors of the Surviving Corporation (or of its ultimate parent corporation,
if any); or
	 
	 	(c)	 	the liquidation or dissolution of the Company; or
	 
	 	(d)	 	any Person (as defined below) other than a Permitted Holder (as
defined below) shall become the beneficial owner (as defined in Rules 13d-3 and
13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), directly or indirectly, of securities of the Company representing in the
aggregate fifty percent (50%) or more of either (i) the then outstanding shares
of the Company Common Stock or (ii) the Combined Voting Power of all then
outstanding Voting Securities of the Company; provided, however,
that notwithstanding the foregoing, a Change of Control shall not be deemed to
have occurred for purposes of this clause (d) solely as the result of:






	 	(A)	 	an acquisition of securities by the Company which, by
reducing the number of shares of the Company’s Common Stock or other
Voting Securities outstanding, increases (i) the proportionate number of
shares of the Company’s Common Stock beneficially owned by any Person to
fifty percent (50%) or more of the shares of the Company’s Common Stock
then outstanding or (ii) the proportionate voting power represented by the
Voting Securities beneficially owned by any Person to fifty percent (50%)
or more of the Combined Voting Power of all then outstanding Voting
Securities; or
	 
	 	(B)	 	an acquisition of securities directly from the
Company except that this paragraph (B) shall not apply to:






	 	(1)	 	any conversion of a security that
was not acquired directly from the Company; or




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Ameristar Casinos, Inc.

Deferred Compensation Plan

Master Plan Document






	 	(2)	 	any acquisition of securities if
the Incumbent Directors at the time of the initial approval of such
acquisition would not immediately after (or otherwise as a result
of) such acquisition constitute a majority of the Board of
Directors of the Company.






	 	(e)	 	For purposes of this Section 1.13:






	 	(i)	 	“Person” shall mean any individual, entity
(including, without limitation, any corporation (including, without
limitation, any charitable corporation or private foundation),
partnership, limited liability company, trust (including, without
limitation, any private, charitable or split-interest trust), joint
venture, association or governmental body) or group (as defined in Section
13(d)(3) or 14(d)(2) of the Exchange Act and the rules and regulations
thereunder); provided, however, that “Person” shall not include the
Company, any of its subsidiaries, any employee benefit plan of the Company
or any of its majority-owned subsidiaries or any entity organized,
appointed or established by the Company or such subsidiary for or pursuant
to the terms of any such plan;
	 
	 	(ii)	 	“Voting Securities” shall mean all securities
of a corporation having the right under ordinary circumstances to vote in
an election of the Board of Directors of such corporation;
	 
	 	(iii)	 	“Combined Voting Power” shall mean the
aggregate votes entitled to be cast generally in the election of directors
of a corporation by holders of then outstanding Voting Securities of such
corporation; and
	 
	 	(iv)	 	“Permitted Holder” shall mean (A) the Company or
any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, (B) to the extent they hold securities in any
capacity whatsoever, the Estate of Craig H. Neilsen, deceased, and the
heirs, ancestors, lineal descendants, stepchildren, legatees and legal
representatives of Craig H. Neilsen or his Estate, and the trustees from
time to time of any bona fide trusts of which Craig H. Neilsen or one or
more of the foregoing are the sole beneficiaries or grantors thereof,
including but not limited to The Craig H. Neilsen Foundation, Ray H.
Neilsen and his estate, spouse, heirs, ancestors, lineal descendants,
stepchildren, legatees and legal representatives, and the trustees from
time to time of any bona fide trusts of which one or more of the foregoing
are the sole beneficiaries or grantors thereof and (C) any Person
controlled, directly or indirectly, by one or more of the foregoing
Persons referred to in the immediately preceding clause (B), whether
through the ownership of voting securities, by contract, in a fiduciary
capacity, through




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Ameristar Casinos, Inc.

Deferred Compensation Plan

Master Plan Document






	 	 	 	possession of a majority of the voting rights (as directors and/or
members) of a not-for-profit entity, or otherwise.






	1.14	 	“Claimant” shall have the meaning set forth in Section 14.1.
	 
	1.15	 	“Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.
	 
	1.16	 	“Committee” shall mean the committee described in Article 12.
	 
	1.17	 	“Company” shall mean Ameristar Casinos, Inc., a Nevada corporation, and any
successor to all or substantially all of the Company’s assets or business.
	 
	1.18	 	“Company Contribution Account” shall mean (i) the sum of the Participant’s
Annual Company Contribution Amounts, plus (ii) amounts credited in accordance with all
the applicable crediting provisions of this Plan that relate to the Participant’s
Company Contribution Account, less (iii) all distributions made to the Participant or
his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company
Contribution Account.
	 
	1.19	 	“Company Matching Account” shall mean (i) the sum of all of a Participant’s
Annual Company Matching Amounts, plus (ii) amounts credited in accordance with all the
applicable crediting provisions of this Plan that relate to the Participant’s Company
Matching Account, less (iii) all distributions made to the Participant or his or her
Beneficiary pursuant to this Plan that relate to the Participant’s Company Matching
Account.
	 
	1.20	 	“Deduction Limitation” shall mean the following described limitation on a
benefit that may otherwise be distributable pursuant to the provisions of this Plan.
Except as otherwise provided, this limitation shall 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, at the direction of
the Committee, may defer all or any portion of a distribution under this Plan. Any
amounts deferred pursuant to this limitation shall continue to be credited/debited
with additional amounts in accordance with Section 3.10 below, even if such 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 deductibility of compensation paid or payable to the
Participant for the taxable year of the Employer during which the




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Ameristar Casinos, Inc.

Deferred Compensation Plan

Master Plan Document






	 	 	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 shall not apply to any distributions made after a
Change in Control.
	 
	1.21	 	“Deferral Account” shall mean (i) the sum of all of a Participant’s Annual
Deferral Amounts, plus (ii) amounts credited in accordance with all the applicable
crediting provisions of this Plan that relate to the Participant’s Deferral Account,
less (iii) all distributions made to the Participant or his or her Beneficiary
pursuant to this Plan that relate to his or her Deferral Account.
	 
	1.22	 	“Disability” or “Disabled” shall mean shall mean that a Participant is either
(a) unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in death or
can be expected to last for a continuous period of not less than 12 months, or (b) by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not
less than 12 months, receiving income replacement benefits for a period of not less
than three months under an accident and health plan covering employees of the
Participant’s Employer. For purposes of this Plan, a Participant shall be deemed
Disabled if determined to be totally disabled by the Social Security Administration. A
Participant shall also be deemed Disabled if determined to be disabled in accordance
with the applicable disability insurance program of such Participant’s Employer,
provided that the definition of “disability” applied under such disability insurance
program complies with the requirements of this Section.
	 
	1.23	 	“Disability Benefit” shall mean the benefit set forth in Article 8.
	 
	1.24	 	“Election Form” shall mean 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.
	 
	1.25	 	“Employee” shall mean a person who is an employee of any Employer.
	 
	1.26	 	“Employer(s)” shall mean






	 	(a)	 	the Company and/or any of its subsidiaries (now in existence or
hereafter formed or acquired) that have been selected by the Board to
participate in the Plan and have adopted the Plan as a sponsor.
	 
	 	(b)	 	for purposes of determining whether a Participant has experienced
a Termination of Employment, “Employer” shall mean:






	 	(i)	 	The entity for which the Participant
performs services and with respect to which the legally
binding right to compensation deferred or contributed under
this Plan arises; and




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Ameristar Casinos, Inc.

Deferred Compensation Plan

Master Plan Document






	 	(ii)	 	All other entities with which the
entity described above would be aggregated and treated as a
single employer under Code Section 414(b) (controlled group
of corporations) and Code Section 414(c) (a group of trades
or businesses, whether or not incorporated, under common
control), as applicable. In order to identify the group of
entities described in the preceding sentence, the Committee
shall use an ownership threshold of at least 50% as a
substitute for the 80% minimum ownership threshold that
appears in, and otherwise must be used when applying, the
applicable provisions of (A) Code Section 1563 for
determining a controlled group of corporations under Code
Section 414(b), and (B) Treas. Reg. §1.414(c)-2 for
determining the trades or businesses that are under common
control under Code Section 414(c).






	1.27	 	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.
	 
	1.28	 	Reserved.
	 
	1.29	 	“Participant” shall mean any Employee (i) who is selected to participate in
the Plan, (ii) who elects to participate in the Plan, (iii) who signs a Plan
Agreement, an Election Form and a Beneficiary Designation Form, (iv) whose signed Plan
Agreement, Election Form and Beneficiary Designation Form are accepted by the
Committee, (v) who commences participation in the Plan, and (vi) whose Plan Agreement
has not terminated. A spouse or former spouse of a Participant shall not be treated as
a Participant in the Plan or have an account balance under the Plan, even if he or she
has an interest in the Participant’s benefits under the Plan as a result of applicable
law or property settlements resulting from legal separation or divorce.
	 
	1.30	 	“Plan” shall mean the Company’s Deferred Compensation Plan
    adopted originally effective April 1, 2001, amended and restated effective
January 1, 2008, and as hereafter amended from time to time.
	 
	1.31	 	“Plan Agreement” shall mean a written agreement, as may be amended from time
to time, which is entered into by and between an Employer and a Participant. Each Plan
Agreement executed by a Participant and the Participant’s Employer shall provide for
the entire benefit to which such Participant is entitled under the Plan attributable
to that Employer. Should there be more than one Plan Agreement in respect of a
particular Employer, the Plan Agreement bearing the latest date of acceptance by the
Employer shall supersede all previous Plan Agreements in their entirety and shall
govern such entitlement. 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 (to the extent consistent with Code Section 409A) or limit the benefits
otherwise provided under




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Ameristar Casinos, Inc.

Deferred Compensation Plan

Master Plan Document





	 	 	the Plan; provided, however, that any such additional benefits or benefit limitations
must be agreed to by both the Employer and the Participant.
	 
	1.32	 	“Plan Year” shall mean a period beginning on January 1 of each calendar year
and ending December 31.
	 
	1.33	 	“Pre-Retirement Survivor Benefit” shall mean the benefit set forth in Article 6.
	 
	1.34	 	“Retirement”, “Retire(s)” or “Retired” shall mean, with respect to an Employee






     (a) with respect to Grandfathered Amounts, severance from employment from all
Employers for any reason other than a leave of absence, death or Disability on or
after the earlier of the attainment of (a) age sixty-five (65) or (b) age fifty-five
(55) with five (5) Years of Service, and




     (b) with respect to 409A Subject Amounts, severance from employment from all
Employees for any reason other than a leave of absence, death of Disability on or
after the attainment of age fifty-five (55) with five (5)Years of Service.




	1.35	 	“Retirement Benefit” shall mean the benefit set forth in Article 5.
	 
	1.36	 	“Rollover Contribution(s)” shall have the meaning set forth in Section 3.7.
	 
	1.37	 	“Rollover Contribution Account” shall mean the sum of (a) a Participant’s
Rollover Contribution, plus (b) amounts credited in accordance with all of the
applicable crediting provisions of the Plan that relate to the Participant’s Rollover
Contribution Account, less all distribution made from such account pursuant to this
Plan. This account shall be a bookkeeping entry only and shall be utilized solely as a
device for the measurement and determination of the amounts to be paid to the
Participant pursuant to the Plan.
	 
	1.38	 	“Rollover Transfer(s)” shall have the meaning set forth in Section 3.7.
	 
	1.39	 	“Short-Term Payout” shall mean the payout set forth in Section 4.1.
	 
	1.40	 	“Termination Benefit” shall mean the benefit set forth in Article 7.
	 
	1.41	 	“Termination of Employment” shall mean the severing of employment with all
Employers, voluntarily or involuntarily, for any reason other than Retirement,
Disability, death or an authorized leave of absence.
	 
	1.42	 	“Trust” shall mean one or more trusts established pursuant to that certain
Master Trust Agreement, dated as of April 1, 2001, between the Company and the Trustee
named therein, as amended from time to time, or any successor trust.




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Master Plan Document





	1.43	 	“Unforeseeable Financial Emergency” shall mean a severe financial hardship of
the Participant resulting from (a) an illness or accident of the Participant, the
Participant’s spouse, the Participant’s Beneficiary or the Participant’s dependent (as
defined in Code Section 152 without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b)
thereof), (b) a loss of the Participant’s property due to casualty, or (c) such other
similar extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant, all as determined by the Committee based on the
relevant facts and circumstances.
	 
	1.44	 	“Years of Plan Participation” shall mean the total number of full Plan Years
a Participant has been a Participant in the Plan prior to his or her Termination of
Employment (determined without regard to whether deferral elections have been made by
the Participant for any Plan Year). Any partial year shall not be counted. Also, years
in which a Participant is eligible to participate by reason of a withdrawal under
Section 4.4 hereof shall not be counted. Notwithstanding the previous sentence, a
Participant’s first Plan Year of participation shall be treated as a full Plan Year
for purposes of this definition, even if it is only a partial Plan Year of
participation.
	 
	1.45	 	“Years of Service” shall mean the total number of full years in which a
Participant has been employed by one or more Employers. For purposes of this
definition, a year shall mean a consecutive 365-day period (or 366 days in the case of
a leap year).





ARTICLE 2




Selection, Enrollment Eligibility





	2.1	 	Selection by Committee. Participation in the Plan shall
be limited to a select group of management and highly compensated
Employees of the Employers, as determined by the Compensation Committee
of the Board in its sole discretion. From that group, the Compensation
Committee shall select, in its sole discretion, Employees to participate
in the Plan. Selection of Employees eligible to participate in the Plan
may be made by the Compensation Committee on an individual basis or in
accordance with uniform criteria established by the Compensation
Committee.
	 
	2.2	 	Enrollment Requirements. As a condition to participation, each
selected Employee shall 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 first becomes eligible to participate in the Plan. In addition, the
Committee shall 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 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 shall
commence participation in the Plan




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Master Plan Document






	 	 	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 shall 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 such group is determined
in accordance with Sections 201(2), 301(a)(3) and 401(a)(l) of ERISA, the Committee
shall have the right, in its sole discretion, to prevent the Participant from making
future deferrals.





ARTICLE 3

Deferral Commitments/Company Matching/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, Base
Annual Salary and/or Annual Bonus such that the aggregate amount of Base Annual
Salary and Annual Bonus deferred is not less than $2,000. If an election is made
for less than $2,000, or if no election is made, the amount deferred shall be
zero.
	 
	 	(b)	 	Short Plan Year. Notwithstanding the foregoing, if a
Participant first becomes a Participant after the first day of a Plan Year, the
minimum Base Annual Salary 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, Base Annual Salary and/or Annual Bonus up to the following
maximum percentages for each deferral elected:




	 	 	 	 	 
	       Deferral	 	Maximum Amount
	Base Annual Salary
	 	 	90	%
	Annual Bonus
	 	 	100	%






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Master Plan Document





Notwithstanding the foregoing, if a Participant first becomes a Participant after the first
day of a Plan Year, the maximum Annual Deferral Amount, with respect to both Base Annual
Salary and Annual Bonus, shall 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 shall 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, an
irrevocable deferral election for that Plan Year, and such other elections as
the Committee deems necessary or desirable under the Plan, shall be made 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 no such Election Form is timely delivered for a
Plan Year, the Annual Deferral Amount shall 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 shall 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 shall 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. For each Plan Year, an
Employer, 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, which
amount shall be for that Participant the Annual Company Contribution Amount for that
Plan Year. 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. The Annual Company Contribution
Amount, if any, shall be credited as of the date selected by the Committee, in its
sole and absolute discretion. If a Participant is not employed by an Employer as of
the last day of a Plan Year other than




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	 	 	by reason of his or her Retirement or death while employed, the Annual Company
Contribution Amount for that Plan Year shall be zero.
	 
	3.6	 	Annual Company Matching Amount. A Participant’s Annual Company
Matching Amount for any Plan Year shall be equal to the sum of (i) 100% of the
Participant’s Annual Salary Deferral Amount for such Plan Year, up to an amount that
does not exceed 5% of the Participant’s Base Annual Salary taken into account
hereunder for such Plan Year and (ii) 100% of the Participant’s Annual Bonus Deferral
Amount for such Plan Year, up to an amount that does not exceed 5% of the
Participant’s Annual Bonus. The Annual Company Matching Amount, if any, shall be
credited as of the date selected by the Committee, in its sole and absolute
discretion. In the event of Retirement or death, a Participant shall be credited with
the Annual Company Matching Amount for the Plan Year in which he or she Retires or
dies.
	 
	3.7	 	Rollover Contributions and Rollover Transfers. If a Participant
participates in any other plan or arrangement maintained by an Employer (other than a
plan qualified under Section 401 of the Code) that provides for the deferral of income
or compensation (an “Other Deferral Plan”), and the Participant has an account balance
under such Other Deferral Plan that the Participant is not presently entitled to
receive (other than through distributions or withdrawals on account of hardship or
which entail a reduction in such account balance or the payment of some other
penalty), the Committee, in its sole and absolute discretion, may permit all but not
less than all of such Participant’s account balance in such Other Deferral Plan to be
contributed to this Plan as a Rollover Contribution. The amount of any such Rollover
Contribution shall be deducted from the Participant’s account balance in such Other
Deferral Plan, shall be credited to the Participant’s Rollover Contribution Account
under this Plan, and shall thereafter be governed by the terms and provisions of this
Plan rather than by the terms and provisions of such Other Deferral Plan. Conversely,
if a Participant has not become entitled to receive benefits under this Plan (other
than pursuant to Section 4.1 or 4.3 of this Plan) and the Participant also
participates in an Other Deferral Plan, the Committee may, in its sole and absolute
discretion, permit all but not less than all of the Participant’s Account Balance to
be transferred to such Other Deferral Plan in a Rollover Transfer. The amount of any
Rollover Transfer shall be credited to the participant’s account in such Other
Deferral Plan, and shall thereafter be governed by the terms and provision of such
Other Deferral Plan rather than by the terms and provisions of this Plan.
	 
	3.8	 	Investment of Trust Assets. The trustee of the Trust shall be
authorized, upon written instructions received from the Committee or investment
manager appointed by the Committee, to invest and reinvest the assets of the Trust in
accordance with the applicable Trust Agreement.




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	3.9	 	Vesting.






	 	(a)	 	A Participant shall at all times be 100% vested in his or her
Deferral Account and Rollover Contribution Account.
	 
	 	(b)	 	A Participant shall be vested in his or her Company Contribution
Account and Company Matching Account as follows: (i) with respect to all
benefits under this Plan other than the Termination Benefit, a Participant’s
vested Company Contribution Account and vested Company Matching Account shall
equal 100% of such Participant’s Company Contribution Account and Company
Matching Account; and (ii) with respect to the Termination Benefit, a
Participant’s Company Contribution Account and Company Matching Account shall
vest on the basis of the Participant’s Years of Plan Participation at the time
the Participant experiences a Termination of Employment, in accordance with the
following schedule:





	 	 	 	 	 
	Years of Plan Participation	 	Vested Percentage of
	at Date of Termination of	 	Company Contribution Account
	          Employment	 	and Company Matching Account
	     Less than 1 year
	 	 	0	%
	1 year or more, but less than 2
	 	 	20	%
	2 years or more, but less than 3
	 	 	40	%
	3 years or more, but less than 4
	 	 	60	%
	4 years or more, but less than 5
	 	 	80	%
	5 years or more
	 	 	100	%







	 	 	 	Upon a Termination of Employment, any unvested amounts in a Participant’s
Company Contribution Account and Company Marketing Account shall be forfeited.
	 
	 	(c)	 	Notwithstanding anything to the contrary contained in this
Section 3.9, in the event of Retirement, Disability, death, or a Change in
Control occurring while a Participant is employed by an Employer, a
Participant’s Company Contribution Account and Company Matching Account shall
immediately become 100% vested (if it is not already vested in accordance with
the above vesting schedules).
	 
	 	(d)	 	Notwithstanding subsection (c), the vesting schedule for a
Participant’s Company Contribution Account and Company Matching Account shall
not be accelerated, if, when taken together with all other payments in the
nature of compensation provided to or for the benefit of a Participant




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	 	 	 	under any other agreement, plan or program in connection with a Change in
Control, the Committee determines that such acceleration would cause the
deduction limitations of Section 280G of the Code to become effective. In the
event that a Participant’s Company Contribution Account and Company Matching
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 Section 280G. In such case, the Committee must provide to
the Participant within 15 business days of such a request an opinion from a
nationally recognized accounting firm selected by the Participant (the
“Accounting Firm”). The opinion shall state the Accounting Firm’s opinion that
any limitation in the vested percentage hereunder is necessary to avoid the
limits of Section 280G and contain supporting calculations. The cost of such
opinion shall be paid for by the Company.






	3.10	 	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 Balance (including for this purpose unvested amounts in the
Participant’s Company Matching and Company Contribution Accounts) in accordance with
the following rules:






	 	(a)	 	Election of Measurement Funds. A Participant, in
connection with his or her initial deferral election in accordance with Section
3.3(a) above, shall elect, on the Election Form, one or more Measurement Fund(s)
(as described in Section 3.10(c) below) to be used to determine the additional
amounts to be credited to his or her Account Balance for the first calendar
month or portion thereof in which the Participant commences participation in the
Plan and continuing thereafter for each subsequent calendar month in which the
Participant participates in the Plan, unless changed in accordance with the next
sentence. Commencing with the first month that follows the Participant’s
commencement of participation in the Plan and continuing thereafter for each
subsequent month in which the Participant participates in the Plan, no later
than the next to last business day of the month, 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
Balance, or to change the portion of his or her Account Balance allocated to
each previously or newly elected Measurement Fund. If an election is made in
accordance with the previous sentence, it shall apply to the next month and
continue thereafter for each subsequent month in which the Participant
participates in the Plan, unless changed in accordance with the previous
sentence.




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	 	(b)	 	Proportionate Allocation. In making any election
described in Section 3.10(a) above, the Participant shall specify on the
Election Form, in increments of one percentage point (1%), the percentage of his
or her Account Balance to be allocated to a Measurement Fund (as if the
Participant were making an investment in that Measurement Fund with that portion
of his or her Account Balance).
	 
	 	(c)	 	Measurement Funds. The Participant may elect one or more
measurement funds, based on certain mutual fund, variable life insurance
subaccount or other similar investment options selected and announced by the
Committee (the “Measurement Funds”), for the purpose of crediting additional
amounts to his or her Account Balance. As necessary, the Committee may, in its
sole discretion, discontinue, substitute or add a Measurement Fund. Each such
action will take effect no earlier than the first day of the month that follows
by thirty (30) days the day on which the Committee gives Participants advance
written notice of such change. If the effective date of such a change occurs
before a fund reallocation date and the change affects one of the Measurement
Funds to which a Participant’s Account Balance is allocated, the Participant’s
Account Balance shall be credited as if the change had not been made effective.
	 
	 	(d)	 	Crediting or Debiting Method. The performance of each
elected Measurement Fund (either positive or negative) will be determined by the
Committee, in its reasonable discretion, based on the performance of the
Measurement Funds themselves. A Participant’s Account Balance shall 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 (i) a Participant’s Account Balance were invested in the
Measurement Fund(s) selected by the Participant, in the percentages applicable
to such calendar month, as of the close of business on the first business day of
such calendar month, at the closing price on such date; (ii) the portion of the
Annual Deferral Amount that was actually deferred during any calendar month were
invested in the Measurement Fund(s) selected by the Participant, in the
percentages applicable to such calendar month, no later than the close of
business on the first business day after the day on which such amounts are
actually deferred from the Participant’s Base Annual Salary through reductions
in his or her payroll, at the closing price on such date; and (iii) any
distribution made to a Participant that decreases such Participant’s Account
Balance ceased being invested in the Measurement Fund(s), in the percentages
applicable to such calendar month, no earlier than one business day prior to the
distribution, at the closing price on such date. The Participant’s Annual
Company Matching Amount shall be credited to




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	 	 	 	his or her Company Matching Account for purposes of this Section 3.10 as of the
close of business as of the first business day of the payroll period to which
it relates.
	 
	 	(e)	 	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 such Measurement Fund, the allocation to his or her Account Balance
thereto, the calculation of additional amounts and the crediting or debiting of
such amounts to a Participant’s Account Balance shall not be considered
or construed in any manner as an actual investment of his or her Account Balance
in any such Measurement Fund. In the event that the Company or the Trustee (as
that term is defined in the Trust), in its own discretion, decides to invest
funds in any or all of the Measurement Funds, no Participant shall have any
rights in or to such investments themselves. Without limiting the foregoing, a
Participant’s Account Balance shall at all times be a bookkeeping entry only and
shall not represent any investment made on his or her behalf by the Company or
the Trust; the Participant shall at all times remain an unsecured creditor of
the Company.






	3.11	 	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) shall 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 Employer(s), the Participant’s share of FICA and other employment taxes on
such Annual Deferral Amount. If necessary, the Committee may reduce the Annual
Deferral Amount in order to comply with this Section 3.11.
	 
	 	(b)	 	Company Matching Amounts and Company Contribution Amounts.
When a participant becomes vested in a portion of his or her Company Matching
Account or Company Contribution Account, the Participant’s Employer(s) shall
withhold from the Participant’s Base Annual Salary or Annual Bonus that is not
deferred, or both, in a manner determined by the Employer(s), the Participant’s
share of FICA and other employment taxes on such vested portion of his or her
Company Matching Account or Company Contribution Account. If necessary, the
Committee may reduce the vested portion of the Participant’s Company Matching
Account or Company Contribution Account, as the case may be, in order to comply
with this Section 3.11.




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	 	(c)	 	Rollover Contributions. For each Plan Year in which a Rollover
Contribution is contributed by a Participant to the Plan, the Participant’s
Employer(s) shall withhold from that portion of the Participant’s Base Annual
Salary or Annual Bonus that is not being deferred, in a manner determined by
the Employer(s), the Participant’s share of FICA and other employment taxes on
such Rollover Contribution. If necessary, the Committee may reduce the Rollover
Contribution in order to comply with this Section 3.11.





3.12 Distributions. The Participant’s Employer(s), or the trustee of the
Trust, shall 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(s), or the trustee of the Trust, in connection with such payments, in amounts and
in a manner to be determined in the sole discretion of the Employer(s) and the trustee of
the Trust.




ARTICLE 4

Short-Term Payout; Unforeseeable Financial Emergencies;

Withdrawal Election





	4.1	 	Short-Term Payout. For each Plan Year, a Participant may irrevocably
elect to receive a future “Short-Term Payout” from the Plan solely with respect to all
or part of the Annual Deferral Amount for such Plan Year. Subject to the Deduction
Limitation, the Short-Term Payout shall be a lump sum payment in an amount that is
equal to the specified portion of the Annual Deferral Amount plus amounts credited or
debited in the manner provided in Section 3.10 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 shall be paid out during a 60-day period
commencing immediately after the last day of any Plan Year designated by the
Participant that is at least four Plan Years after the Plan Year in which the
corresponding Annual Deferral Amount is actually deferred.
	 
	4.2	 	Other Benefits Take Precedence Over Short-Term. Should an event occur
that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral Amount, plus
amounts credited or debited thereon, that is subject to a Short-Term Payout election
under Section 4.1 shall not be paid in accordance with Section 4.1 but shall be paid
in accordance with the other applicable Article.
	 
	4.3	 	Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies. If
the Participant experiences an Unforeseeable Financial Emergency, the Participant may
petition the Committee to (i) suspend any deferrals required to be made by a
Participant and/or (ii) receive a partial or full payout from the Plan. The payout
shall not exceed the lesser of the Participant’s Account Balance, calculated as if
such Participant were




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	 	 	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 shall
take effect upon the date of approval and any payout shall be made within 60 days of
the date of approval. The payment of any amount under this Section 4.3 shall not be
subject to the Deduction Limitation.
	 
	4.4	 	Withdrawal Election. A Participant (or, after a Participant’s
death, his or her Beneficiary), solely with respect to Grandfathered Amounts (and any
earnings attributable thereto) may elect, at any time, to withdraw all of his or her
Account Balance, calculated as if there had occurred a Termination of Employment as of
the day of the election, less a withdrawal penalty equal to 10% of such amount (the
net amount shall be 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 made before Retirement,
Disability or death, a Participant’s Withdrawal Amount shall be his or her Account
Balance calculated as if there had occurred a Termination of Employment as of the day
of the election. No partial withdrawals of the Withdrawal Amount shall be allowed. The
Participant (or his or her Beneficiary) shall make this election by giving 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) shall be paid the
Withdrawal Amount within 60 days of his or her election. Once the Withdrawal Amount is
paid, the withdrawal penalty plus any nonvested amounts allocable to the Participant
shall be permanently forfeited, and the Participant shall continue to defer hereunder
for the remainder of the Plan Year of the withdrawal but shall not be eligible to
participate in the Plan for the following year.





ARTICLE 5

Retirement Benefit





	5.1	 	Retirement Benefit. Subject to the Deduction Limitation, a
Participant who Retires shall 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, shall elect on an Election Form to
receive the Retirement Benefit in a lump sum or pursuant to an Annual Installment
Method of any whole number of years not to exceed 15. In respect of Grandfathered
Amounts only, the Participant may annually change his or her election to an allowable
alternative payout period by submitting a new Election Form to the Committee, provided
that any such Election Form is submitted at least one year prior to the Participant’s
Retirement and is accepted by the Committee in its sole discretion. In the case of
409A Subject Amounts, any election to change the form of payment may be made by
submitting an Election Form to the Committee, provided (i) the election of the new
format shall have no effect until at




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	 	 	least 12 months after the date on which the election is made; (ii) the new format
selected by the Participant for the payment must commence the first day of a Plan
Year that is no sooner than five years after the previously designated payout start
date; and (iii) the election must be made at least 12 months prior to the
Participant’s previously designated payout start date. The Election Form most
recently accepted by the Committee shall govern the payout of the Retirement Benefit.
If a Participant does not make any election with respect to the payment of the
Retirement Benefit, then such benefit shall be payable in a lump sum. 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 Retires. Any payment
made shall 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 shall continue and shall be paid to the
Participant’s Beneficiary (a) 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, or (b) in a lump sum, if requested by the Beneficiary and allowed in the
sole discretion of the Committee, that is equal to the Participant’s unpaid remaining
Account Balance.
	 
	5.4	 	Special Rule for Specified Employees. Notwithstanding any other provision
to the contrary, with respect to those amounts in a Participant’s Account Balance that are
409A Subject Amounts, payments to specified employees (as that term is defined in
Treasury Regulation Section 1.409A-1(i) or any successor provision) shall be delayed
for six months following Retirement in accordance with Treasury Regulation Section
1.409A- 3(i)(2) (or any successor provision).





ARTICLE 6

Pre-Retirement Survivor Benefit





	6.1	 	Pre-Retirement Survivor Benefit. Subject to the Deduction Limitation, the
Participant’s Beneficiary shall 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. The Pre-Retirement Survivor
Benefit shall be paid in the payment period previously elected by the Participant for the
payment of the Retirement Benefit, but commencing upon the Participant’s death. The
Election Form most recently accepted by the Committee prior to the Participant’s
death shall 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
Retirement Benefit, then such benefit shall be paid in a lump sum. Notwithstanding
the foregoing, payment of the Pre-Retirement Survivor Benefit may be made, in the
sole discretion of the Committee, in




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	 	 	a lump sum or in not more than 12 monthly installments. 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 Committee is provided with proof that is
satisfactory to the Committee of the Participant’s death. Any payment made shall be
subject to the Deduction Limitation.





ARTICLE 7

Termination Benefit





	7.1	 	Termination Benefit. Subject to the Deduction Limitation, the
Participant shall receive a Termination Benefit, which shall be equal to the
Participant’s 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.






     (a) With respect to Grandfathered Amounts only, if the Grandfathered Amounts in
the Participant’s Account Balance at the time of his or her Termination of Employment
are less than $25,000, payment of his or her Termination Benefit shall be paid in a
lump sum. If the Grandfathered Amounts in his or her Account Balance at such time are
equal to or greater than that amount, 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 up to five years. The lump sum payment shall be made, or
installment payments shall commence, no later than 60 days after the last day of the
month in which the Participant experiences the Termination of Employment. Any payment
made shall be subject to the Deduction Limitation.




     (b) With respect to 409A Subject Amounts, the Termination Benefit shall be paid
in a lump sum within 60 days after the last day of the month in which the Participant
experiences the Termination of Employment. Any payment made shall be subject to the
Deduction Limitation.




	7.3	 	Special Rule for Specified Employees. Notwithstanding any other provision
of this Plan to the contrary, with respect to the amounts in a Participant’s Account Balance
that are 409A Subject Amounts, payments to specified employees (as that term is
defined in Treasury Regulation Section 1.409A-1(i) or any successor provision) shall
be delayed for six months following Termination of Employment in accordance with
Treasury Regulation Section 1.409A-3(i)(2) (or any successor provision).




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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 shall 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 shall not be allowed to make any
additional deferral elections, but will continue to be considered a Participant
for all other purposes of this Plan.
	 
	 	(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 and for every Plan Year thereafter while a Participant in the Plan;
provided such deferral elections are otherwise allowed 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	 	Continued Eligibility; Disability Benefit. A Participant
suffering a Disability shall, for benefit purposes under the Plan, be deemed to have
experienced a Termination of Employment, or, in the case of a Participant who is
eligible to Retire, to have Retired, at any time after such Participant is determined
to be suffering a Disability, in which case the Participant shall receive a Disability
Benefit equal to his or her Account Balance at the time of the Committee’s
determination; provided, however, that should the Participant otherwise have been
eligible to Retire, he or she shall be paid in accordance with Article 5. The
Disability Benefit shall be paid in the same manner as a Termination Benefit or
Retirement Benefit, as the case may be. Any payment made shall be subject to the
Deduction Limitation.





ARTICLE 9

Beneficiary Designation





	9.1	 	Beneficiary. Each Participant shall 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 to a beneficiary upon the death of a Participant.
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.
	 
	9.2	 	Beneficiary Designation; Change; Spousal Consent. A Participant shall
designate his or her Beneficiary by completing and signing the Beneficiary Designation
Form, and




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	 	 	returning it to the Committee or its designated agent. A Participant shall 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. If the Participant names someone other than his or
her spouse as a Beneficiary, a spousal consent, in the form designated by the
Committee, must be signed by that Participant’s spouse and returned to the Committee.
Upon the acceptance by the Committee of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be canceled. The Committee shall 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 shall 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 designated Beneficiary shall be deemed
to be his or her surviving spouse. If the Participant has no surviving spouse, the
benefits remaining under the Plan to be paid to a Beneficiary shall 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 shall have
the right, exercisable in its discretion, to cause the Participant’s Employer to
withhold such 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 shall fully and completely discharge all Employers and the Committee from
all further obligations under this Plan with respect to the Participant, and that
Participant’s Plan Agreement shall 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 shall continue to be considered employed
by the Employer and the Annual Deferral Amount shall continue to be withheld during
such 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,




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	 	 	the Participant shall continue to be considered employed by the Employer and the
Participant shall be excused from making deferrals until the earlier of the date the
leave of absence expires or the Participant returns to a paid employment status. Upon
such expiration or return, deferrals shall 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 shall be withheld.





ARTICLE 11

Termination, Amendment or Modification





	11.1	 	Termination. Although each Employer anticipates that it will continue
the Plan for an indefinite period of time, there is no guarantee that any Employer
will continue the Plan or will not terminate the Plan at any time in the future.
Accordingly, each Employer reserves the right to terminate the Plan with respect to
all of its Participants. In the event of a Plan termination no new deferral elections
shall be permitted for the affected Participants and such Participants shall no longer
be eligible to receive new Company contributions. However, after the Plan termination
the Account Balances of such Participants shall continue to be credited with Annual
Deferral Amounts attributable to a deferral election that was in effect prior to the
Plan termination to the extent deemed necessary to comply with Code Section 409A and
related Treasury Regulations, and additional amounts shall continue to be credited or
debited to such Participants’ Account Balances pursuant to Section 3.10. The
Measurement Funds available to Participants following the termination of the Plan
shall be comparable in number and type to those Measurement Funds available to
Participants in the Plan Year preceding the Plan Year in which the Plan termination is
effective. In addition, following a Plan termination, Participant Account Balances
shall remain in the Plan and shall not be distributed until such amounts become
eligible for distribution in accordance with the other applicable provisions of the
Plan. Notwithstanding the preceding sentence, to the extent permitted by Treasury
Regulation §1.409A-3(j)(4)(ix), the Employer may provide that upon termination of the
Plan, all Account Balances of the Participants shall be distributed, subject to and in
accordance with any rules established by such Employer deemed necessary to comply with
the applicable requirements and limitations of Treasury Regulation
§1.409A-3(j)(4)(ix).
	 
	11.2	 	Amendment. Any Employer may, at any time, amend or modify the Plan in
whole or in part with respect to that Employer by the action of its board of directors
or equivalent governing body; provided, however, that: (i) no amendment or
modification shall 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
(ii) no amendment or modification of this




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	 	 	Section 11.2 or Section 12.2 of the Plan shall be effective. The amendment or
modification of the Plan shall 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.
	 
	11.3	 	Plan Agreement. Notwithstanding the provisions of Sections 11.1 and
11.2 above, if a Participant’s Plan Agreement provides for benefits or limitations
that are not provided for in this Plan document, the Employer may only amend or
terminate such provisions with the consent of the Participant.
	 
	11.4	 	Effect of Payment. The full payment of the applicable benefit under
Article 4, 5, 6, 7 or 8 of the Plan shall completely discharge all obligations to a
Participant and his or her designated Beneficiaries under this Plan and the
Participant’s Plan Agreement shall terminate.





ARTICLE 12

Administration





	12.1	 	Committee Duties. Except as otherwise provided in this Article 12 or
Section 2.1 hereof, this Plan shall be administered by a Committee which shall consist of the
Board or such committee as the Board shall appoint. Members of the Committee may be
Participants under this Plan. The Committee shall also have the discretion and
authority to (i) make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and (ii) decide or resolve any and
all questions, including interpretations of this Plan, as may arise in connection
with the Plan. Any individual serving on the Committee who is a Participant shall not
vote or act on any matter relating solely to himself or herself. When making a
determination or calculation, the Committee shall be entitled to rely on information
furnished by a Participant or the Company.
	 
	12.2	 	Administration Upon Change in Control. For purposes of this
Plan, the Company shall 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” shall be an independent third party selected by the Trustee and
approved by the individual who, immediately prior to such event, was the Company’s
Chief Executive Officer or, if not so identified, the Company’s highest ranking
officer (the “Ex-CEO”). The Administrator shall 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, upon and after the occurrence of a
Change in Control, the Administrator shall 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: (1)
pay all reasonable administrative expenses and fees of the Administrator; (2)
indemnify the Administrator against any costs, expenses and liabilities including,




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	 	 	without limitation, attorneys’ fees and expenses arising in connection with the
performance of the Administrator hereunder, except with respect to matters resulting
from the gross negligence or willful misconduct of the Administrator or its employees
or agents; and (3) 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 of 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.
	 
	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 or application of the Plan and the rules and
regulations promulgated hereunder shall be final and conclusive and binding upon all
persons having any interest in the Plan.
	 
	12.5	 	Indemnity of Committee. All Employers shall 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/or Administrator to
perform its functions, the Company and each Employer shall supply full and timely
information to the Committee and/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 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 such Participant under any other plan or program for employees of the
Participant’s Employer. The Plan shall supplement and shall not supersede, modify or
amend any other such plan or program except as may otherwise be expressly provided.




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ARTICLE 14

Claims Procedures





	14.1	 	Presentation of Claim. Any Participant or Beneficiary of a deceased
Participant (such 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 such 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 such notice was received by the Claimant. All other claims must be made within
180 days of the date on which the 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 shall consider a Claimant’s
claim within a reasonable time, and shall 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 such notice must set
forth in a manner calculated to be understood by the Claimant:






	 	(i)	 	the specific reason(s) for the denial of the claim, or any part of it;
	 
	 	(ii)	 	specific reference(s) to pertinent provisions
of the Plan upon which such denial was based;
	 
	 	(iii)	 	a description of any additional
material or information necessary for the Claimant to
perfect the claim, and an explanation of why such
material or information is necessary; and
	 
	 	(iv)	 	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




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






	14.4	 	Decision on Review. The Committee shall render its decision on review
promptly, and in any event 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 such date. Such decision must be written in a manner
calculated to be understood by the Claimant, and it must contain:






	 	(a)	 	specific reasons for the decision;
	 
	 	(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 has established a Trust,
and each Employer shall at least annually transfer over to the Trust such assets as
the Employer determines, in its sole discretion, are necessary 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 Company Matching
Amounts for such Employer’s Participants for all periods prior to the transfer, as
well as any debits and credits to the Participants’ Account Balances for all periods
prior to the transfer, taking into consideration the value of the assets in the Trust
at the time of the transfer.
	 
	15.2	 	 Interrelationship of the Plan and the Trust. The provisions of
the Plan and the Plan Agreement shall govern the rights of a Participant to receive
distributions pursuant to the Plan. The provisions of the Trust shall govern the
rights of the Employers, Participants and the creditors of the Employers to the assets
transferred to the Trust. Each Employer shall 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 shall reduce the Employer’s obligations under this
Plan.




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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)(l). The Plan shall 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 shall 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 shall be, and remain,
the general, unpledged unrestricted assets of the Employer. An Employer’s obligation
under the Plan shall 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 shall be defined only by the Plan and the Plan Agreement, as entered into
between the Employer and a Participant, and shall be limited to its particular
obligation to a Participant based on compensation deferred while the Participant was
employed by that Employer. An Employer shall have no obligation to a Participant under
the Plan except as expressly provided in the Plan and his or her Plan Agreement. Each
Employer’s obligation, however, is also guaranteed by the Company, so that both the
Company and the affected Employer (if other than the Company) are jointly and
severally responsible for that particular Employer’s obligations hereunder.
	 
	16.4	 	Nonassignability. Neither a Participant nor any other person shall
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 hereunder, or any part thereof, which are, and
all rights to which are expressly declared to be, non-assignable and non-transferable.
No part of the amounts payable shall, 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
shall 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 otherwise expressly provided in a




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	 	 	written employment agreement. Nothing in this Plan shall be deemed to give a
Participant the right to be retained in the service of any Employer 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 hereunder, including but not
limited to taking such physical examinations as the Committee may deem necessary.
	 
	  16.7	 	Terms. Whenever any words are used herein in the masculine, they
shall be construed as though they were in the feminine or neuter in all cases where
they would so apply; and whenever any words are used herein in the singular or in the
plural, they shall be construed as though they were used in the plural or the
singular, as the case may be, in all cases where they would so apply.
	 
	  16.8	 	Captions. The captions of the articles, sections and paragraphs of
this Plan are for convenience only and shall not control or affect the meaning or
construction of any of its provisions.
	 
	  16.9	 	Governing Law. Subject to ERISA, the provisions of this Plan and any
Plan Agreement shall be construed and interpreted according to the internal laws of
the State of Nevada 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 shall be sufficient if in writing and hand-delivered, or
sent by registered or certified mail, to the address below:




Benefits Committee

Ameristar Casinos, Inc.

3773 Howard Hughes Pkwy.

Suite 490
South 

Las Vegas, NV 89169





Such notice shall 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 shall be sufficient if in writing and hand-delivered, or sent by mail, to the
last known address of the Participant.



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	16.11	 	Successors. The provisions of this Plan shall 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. The interest in the benefits hereunder of a
spouse of a Participant who has predeceased the Participant shall automatically pass
to the Participant and shall not be transferable by such spouse in any manner,
including but not limited to such spouse’s will, nor shall such interest pass under
the laws of intestate succession.
	 
	16.13	 	Validity. In case any provision of this Plan shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect the remaining
parts hereof, but this Plan shall be construed and enforced as if such illegal or
invalid provision had never been inserted herein.
	 
	16.14	 	Incompetent. If the Committee determines in its 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 such benefit to the guardian, legal representative or person
having the care and custody of such 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
shall be a payment for the account of the Participant and the Participant’s
Beneficiary, as the case may be, and shall be a complete discharge of any liability
under the Plan for such payment amount.
	 
	16.15	 	Court Order. The Committee is authorized to make any payments
directed by court order in any action in which the Plan or the Committee has been
named as a party. In addition, if a court determines that a spouse or former spouse of
a Participant has an interest in the Participant’s benefits under the Plan in
connection with a property settlement or otherwise, the Committee, in its sole
discretion, shall have the right, notwithstanding any election made by a Participant,
to immediately distribute the spouse’s or former spouse’s interest in the
Participant’s benefits under the Plan to that spouse or former spouse.
	 
	16.16	 	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
(by reason of Code Section 409A or otherwise), 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 shall
not be unreasonably withheld or delayed (and, after a Change in Control, shall
be granted), a Participant’s Employer shall distribute to the Participant
immediately available funds in an amount equal to the




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	 	 	 	taxable portion of his or her benefit (which amount shall not exceed a
Participant’s unpaid vested Account Balance under the Plan). If the petition is
granted, the tax liability distribution shall be made within 90 days of the
date when the Participant’s petition is granted. Such a distribution shall
affect and reduce the benefits to be paid under this Plan.
	 
	 	(b)	 	Trust. If the Trust terminates and
benefits are distributed from the Trust to a Participant,
the Participant’s benefits under this Plan shall be reduced
to the extent of such distributions.






	16.17	 	Insurance. Subject to the requirements of applicable law, the
Employers, on their own behalf or on behalf of the Trustee of the Trust, and in their
sole discretion, may apply for and procure insurance on the life of one or more
Participants, in such amounts and in such forms as the Trust may choose. The Employers
or the Trustee of the Trust, as the case may be, shall be the sole owner and
beneficiary of any such insurance. Participants shall have no interest whatsoever in
any such policy or policies, and at the request of the Employers shall submit to
medical examinations and supply such information and execute such documents as may be
required by the insurance company or companies to whom the Employers have applied for
insurance.
	 
	16.18	 	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 or equivalent governing body of a Participant’s
Employer(s) (which might then be composed of new members) or a shareholder of the
Company or the Participant’s Employers, or of any successor corporation, might cause
or attempt to cause the Company, the Participant’s Employer(s) or such 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(s) 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(s) or any successor corporation has failed to comply with any
of its obligations under the Plan or any agreement thereunder, or, if the Company,
such Employer(s) 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 recover from any Participant the benefits intended to be provided, then
the Company and the Participant’s Employer(s) irrevocably authorize such Participant
to retain counsel of his or her choice, whose reasonable fees and charges shall be
borne by the Company and the Participant’s Employer(s) (who shall be jointly and
severally liable for such amounts), to represent such 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(s) or any director, officer,
shareholder or other person affiliated with the Company, the Participant’s Employer or
any successor thereto in any jurisdiction.




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     IN WITNESS WHEREOF, the Company has signed this Plan document as of January 1, 2008.



	 	 	 	 	 
	 	Ameristar Casinos, Inc., a Nevada 
  corporation

 	 
	 	By:  	/s/
Peter C. Walsh	 
	 	 	Peter C. Walsh	 
	 	 	Senior Vice President and General
Counsel	 



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Amended and Restated



Effective January 1, 2008














 





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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	Purpose 1
	 	 	 	 
	 
	 	 	 	 
	ARTICLE 1 Definitions 
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2 Selection, Enrollment, Eligibility 
	 	 	10	 
	2.1 Selection by Committee 
	 	 	10	 
	2.2 Enrollment Requirements 
	 	 	10	 
	2.3 Eligibility; Commencement of Participation 
	 	 	10	 
	2.4 Termination of Participation and/or Deferrals 
	 	 	11	 
	 
	 	 	 	 
	ARTICLE 3 Deferral Commitments/Company Matching/Crediting/Taxes 
	 	 	11	 
	3.1 Minimum Deferrals 
	 	 	11	 
	3.1 Minimum Deferrals 
	 	 	11	 
	3.2 Maximum Deferral 
	 	 	11	 
	3.3 Election to Defer; Effect of Election Form 
	 	 	12	 
	3.4 Withholding of Annual Deferral Amounts 
	 	 	12	 
	3.5 Annual Company Contribution Amount 
	 	 	12	 
	3.6 Annual Company Matching Amount 
	 	 	13	 
	3.7 Rollover Contributions and Rollover Transfers 
	 	 	13	 
	3.8 Investment of Trust Assets 
	 	 	13	 
	3.9 Vesting 
	 	 	14	 
	3.10 Crediting/Debiting of Account Balances 
	 	 	15	 
	3.11 FICA and Other Taxes 
	 	 	17	 
	3.11 FICA and Other Taxes 
	 	 	17	 
	3.12 Distributions 
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 4 Short-Term Payout; Unforeseeable Financial Emergencies; Withdrawal Election 
	 	 	18	 
	4.1 Short-Term Payout 
	 	 	18	 
	4.2 Other Benefits Take Precedence Over Short-Term 
	 	 	18	 
	4.3 Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies 
	 	 	18	 
	4.4 Withdrawal Election 
	 	 	19	 
	 
	 	 	 	 
	ARTICLE 5 Retirement Benefit 
	 	 	19	 
	5.1 Retirement Benefit 
	 	 	19	 
	5.2 Payment of Retirement Benefit 
	 	 	19	 
	5.3 Death Prior to Completion of Retirement Benefit 
	 	 	20	 
	5.4 Special Rule for Specified Employees 
	 	 	20	 
	 
	 	 	 	 
	ARTICLE 6 Pre-Retirement Survivor Benefit 
	 	 	20	 






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	 	 	Page	 
	6.1 Pre-Retirement Survivor Benefit 
	 	 	20	 
	6.2 Payment of Pre-Retirement Survivor Benefit 
	 	 	20	 
	 
	 	 	 	 
	ARTICLE 7 Termination Benefit 
	 	 	21	 
	7.1 Termination Benefit 
	 	 	21	 
	7.2 Payment of Termination Benefit 
	 	 	21	 
	7.3 Special Rule for Specified Employees 
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 8 Disability Waiver and Benefit 
	 	 	22	 
	8.1 Disability Waiver 
	 	 	22	 
	8.2 Continued Eligibility; Disability Benefit 
	 	 	22	 
	 
	 	 	 	 
	ARTICLE 9 Beneficiary Designation 
	 	 	22	 
	9.1 Beneficiary 
	 	 	22	 
	9.2 Beneficiary Designation; Change; Spousal Consent 
	 	 	22	 
	9.3 Acknowledgment 
	 	 	23	 
	9.4 No Beneficiary Designation 
	 	 	23	 
	9.5 Doubt as to Beneficiary 
	 	 	23	 
	9.6 Discharge of Obligations 
	 	 	23	 
	 
	 	 	 	 
	ARTICLE 10 Leave of Absence 
	 	 	23	 
	10.1 Paid Leave of Absence 
	 	 	23	 
	10.2 Unpaid Leave of Absence 
	 	 	23	 
	 
	 	 	 	 
	ARTICLE 11 Termination, Amendment or Modification 
	 	 	24	 
	11.1 Termination 
	 	 	24	 
	11.2 Amendment 
	 	 	24	 
	11.3 Plan Agreement 
	 	 	25	 
	11.4 Effect of Payment 
	 	 	25	 
	 
	 	 	 	 
	ARTICLE 12 Administration 
	 	 	25	 
	12.1 Committee Duties 
	 	 	25	 
	12.2 Administration Upon Change in Control 
	 	 	25	 
	12.3 Agents 
	 	 	26	 
	12.4 Binding Effect of Decisions 
	 	 	26	 
	12.5 Indemnity of Committee 
	 	 	26	 
	12.6 Employer Information 
	 	 	26	 
	 
	 	 	 	 
	ARTICLE 13 Other Benefits and Agreements 
	 	 	26	 
	13.1 Coordination with Other Benefits 
	 	 	26	 
	 
	 	 	 	 
	ARTICLE 14 Claims Procedures 
	 	 	27	 
	14.1 Presentation of Claim 
	 	 	27	 
	14.2 Notification of Decision 
	 	 	27	 
	 
	 	 	 	 






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Ameristar Casinos, Inc.

Deferred Compensation Plan

Master Plan Document






	 	 	 	 	 
	 	 	Page	 
	14.3 Review of a Denied Claim 
	 	 	27	 
	14.4 Decision on Review 
	 	 	28	 
	14.5 Legal Action 
	 	 	28	 
	 
	 	 	 	 
	ARTICLE 15 Trust 
	 	 	28	 
	15.1 Establishment of the Trust 
	 	 	28	 
	15.2 Interrelationship of the Plan and the Trust 
	 	 	28	 
	15.3 Distributions from the Trust 
	 	 	28	 
	 
	 	 	 	 
	ARTICLE 16 Miscellaneous 
	 	 	29	 
	16.1 Status of Plan 
	 	 	29	 
	16.2 Unsecured General Creditor 
	 	 	29	 
	16.3 Employer’s Liability 
	 	 	29	 
	16.4 Nonassignability 
	 	 	29	 
	16.5 Not a Contract of Employment 
	 	 	29	 
	16.6 Furnishing Information 
	 	 	30	 
	16.7 Terms 
	 	 	30	 
	16.8 Captions 
	 	 	30	 
	16.9 Governing Law 
	 	 	30	 
	16.10 Notice 
	 	 	30	 
	16.11 Successors 
	 	 	31	 
	16.12 Spouse’s Interest 
	 	 	31	 
	16.13 Validity 
	 	 	31	 
	16.14 Incompetent 
	 	 	31	 
	16.15 Court Order 
	 	 	31	 
	16.16 Distribution in the Event of Taxation 
	 	 	31	 
	16.17 Insurance 
	 	 	32	 
	16.18 Legal Fees to Enforce Rights After Change in Control 
	 	 	32	 







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