Exhibit
10.20  EMPLOYMENT
AGREEMENT  THIS EMPLOYMENT AGREEMENT(the
Agreement) is made and entered into by and between Isle of Capri Casinos, Inc.,
a Delaware corporation (the Company), and Paul
Keller(Employee), and is intended to be effective as of the date
set forth below.  1.Employment and Term:  1.1Position.The Company and/or an affiliated employer of the
Company shall employ and retain Employee as its Sr. Vice President and Chief Development Officeror in such
other capacity or capacities as may be mutually agreed upon from time to time,
and Employee agrees to be so employed, subject to the terms and conditions set
forth herein. Employees duties and responsibilities shall be those assigned to
him or her by James B. Perry,to
whom Employee shall report. Employee agrees to discharge such duties in a
reasonable and customary manner.  1.2Affiliated Employer.Employee
acknowledges that he or she may perform services for the benefit of or be
employed by an affiliate of the Company. Employee agrees that any reference to
the Company herein shall be deemed to include any such affiliate and that, to
the maximum extent permitted by law, the protections described in Section 5
hereof shall be deemed to apply to the Company, any such affiliate and any other
affiliate of the Company.  1.3Full Time and Attention.Employee agrees
that he or she will devote his or her full time and attention to the
performance of his or her duties hereunder. Employee will not, without the
prior written consent of the Company be engaged, whether or not during normal
business hours, in any other business or professional activity, whether or not
such activity is pursued for gain, profit or other pecuniary advantage.  1.4Term.Employees employment shall commence as of 5/1/2008(the Effective Date) and shall continue
for a series of successive one-year terms, unless earlier terminated as
provided in Sections 3 or 4 hereof (the period during which Employee is
employed hereunder referred to as the Employment Term).  2.Compensation and Benefits:  As of the Effective Date,
the Company shall pay to Employee the annual base compensation set forth on Exhibit A
hereto (Employees Base Compensation) and such other bonus, equity incentive,
fringe and employee benefits, as may be set forth on such exhibit, the terms of
which are incorporated herein by this reference. Such benefits and amounts may
be adjusted, from time to time, on Exhibit A hereto or may be evidenced by
a separate plan, policy or program sponsored by the Company or in the form of
an agreement by and between the Company and Employee.  3.Termination and Nonrenewal:  3.1Special Definition.As used herein, the term
Basic Severance shall mean the aggregate of the following amounts and
benefits:  a.The
continuation of Employees annualized Base Compensation in effect as of the
date on which his or her employment ceases (Employees Termination Date),
which amount shall be divided and paid in equal installments during the


12-month period following such date, in accordance with the Companys
regular pay date practices;  b.The bonus due
under the Companys Annual Incentive Plan or a successor thereto with respect
to the Companys most recently completed fiscal year, if any, to the extent
that such bonus has not yet been paid as of Employees Termination Date, which
amount shall be paid on the payment date generally applicable to such bonus;
and  c.A monthly
amount equal to the Companys portion of Employees premium or similar
contribution required under the Companys group medical plan as an active
employee, such amount to be (i) based upon Employees level of enrollment
in such plan as of his or her Termination Date, (ii) paid during the
12-month period following Employees Termination Date or until Employees coverage
ceases in accordance with Section 4980B of the Internal Revenue Code of
1986, as amended (the Code), if earlier, and (iii) contingent upon Employees
timely election to continue his or her coverage under the Companys group
medical plan in accordance with Code Section 4980B.  3.2Termination
on Account of Death or Disability.If Employee dies or becomes
Disabled during the Employment Term, this Agreement and Employees employment
hereunder shall terminate. In such event, the Company shall pay or provide to
Employee (or to his or her estate) (a) the amount of any accrued but
unpaid Base Compensation, (b) Basic Severance, and (c) any other
amount or benefit to which Employee may be entitled under a separate plan,
policy or program maintained by the Company. Employee shall be deemed
Disabled hereunder if he or she is (a) unable to engage in any
substantial gainful activity due to a medically-determinable physical or mental
impairment that can be expected to result in death or to last for a continuous
period of at least 12 months, or (b) receiving benefits under the
Companys separate long-term disability plan for a period of at least three
months as a result of a medically-determinable physical or mental impairment.
The Company shall certify whether Employee is Disabled as defined herein.  3.3Termination
on Account of Employees Voluntary Resignation.Employee may terminate this
Agreement and his or her employment hereunder, upon 30 days prior written
notice to the Company or such shorter period as may be agreed upon by the
parties hereto. In such event, the Company shall pay to Employee the amount of
his or her accrued but unpaid Base Compensation. No additional payments or
benefits shall be due hereunder, except as may be required under a separate
plan, policy or program maintained by the Company or as may be required by law
to be provided.  If Employee voluntarily terminates this Agreement and his or her
employment hereunder on or after the date on which he or she attains age 65 and
completes three years of service with the Company, then notwithstanding any
provision of any plan, policy, contract or arrangement to the contrary, he or
she shall receive the following amounts and benefits, in addition to any amount
or benefit payable under a separate plan, policy or program maintained by the
Company:  a.Any stock
options then outstanding shall be fully vested and be and remain exercisable
during the one-year period following such termination or such longer period
expressly provided under the terms of Employees individual grant or award;


b.The amount of
any bonus due under the Companys Annual Incentive Plan or a successor thereto
with respect to the Companys most recently completed fiscal year, if any, to
the extent that such bonus has not yet been paid as of such date, which amount
shall be paid in the form of a single-sum on the payment date generally
applicable to such bonus;  c.A monthly
amount equal to the Companys portion of Employees premium or similar
contribution under the Companys group medical plan, such amount to be
(i) based upon Employees level of enrollment in the Companys group
medical plan as of his or her Termination Date, (ii) paid during the
12-month period following Employees Termination Date or until the date on
which Employees continuation coverage ceases in accordance with Code Section 4980B,
if earlier, and (iii) contingent upon Employees timely election to
continue his or her coverage under the Companys group medical plan in
accordance with Code Section 4980B; and  d.An amount equal
to Employees average bonus paid under the Companys Annual Incentive Plan or a
successor thereto during the Companys three most recently completed fiscal
years, determined net of any deferral under the Deferred Bonus Plan, multiplied
by a fraction (i) the numerator of which is the number of days of
Employees service during the fiscal year in which Employees Termination Date
occurs, and (ii) the denominator of which is 365.  3.4Termination by the Company Without
Cause.The Company may terminate this Agreement and Employees employment
hereunder at any time, without Cause (as defined below), with not less than 30
days prior written notice to Employee, unless a shorter period is agreed upon
by the parties hereto. In such event, the Company shall pay to Employee his or
her accrued but unpaid Base Compensation, provide any benefits otherwise
required by law to be provided, and pay any amount or benefit otherwise
required under a separate plan, policy or program maintained by the Company. In
the event that Employee timely executes a general release in form and substance
reasonably satisfactory to the Company, the Company shall further provide to
Employee Basic Severance.  3.5Companys Termination forCause.The Company
may terminate this Agreement and Employees employment hereunder at any time
for Cause. In such event, the Company shall pay to Employee the amount of his
or her accrued but unpaid Base Compensation. No additional payments or benefits
shall be due hereunder, except as may be required under a separate plan, policy
or program maintained by the Company or as may be required by law to be
provided. For purposes of this Agreement, the term Cause shall mean that
Employee has:  a.Committed an
intentional act of fraud, embezzlement or theft in the course of his or her
employment or otherwise engaged in any intentional misconduct which is materially
injurious to the Companys financial condition or business reputation;  b.Committed
intentional damage to the property of the Company or committed intentional
wrongful disclosure of Confidential Information (as defined below) which is
materially injurious to the Companys financial condition or business reputation;  c.Been indicted
for the commission of a felony or a crime involving moral turpitude;


d.Willfully and
substantially refused to perform the essential duties of his or her position,
which has not been cured within 30 days following written notice by the Company;  e.Committed a
material breach of this Agreement, which has not been cured within 30 days
following receipt of written notice of the breach from the Company;  f.Intentionally,
recklessly or negligently violated any material provision of the Sarbanes-Oxley
Act of 2002 or any of the rules adopted by the Securities and Exchange Commission
implementing any such provision; or  g.Committed a material breach
of the Companys Code of Ethics.  No
act or failure to act on the part of Employee will be deemed intentional if
it was due primarily to an error in judgment or negligence, but will be deemed
intentional only if done or omitted to be done by Employee not in good faith
and without reasonable belief that his or her action or omission was in the
best interest of the Company. In connection with any termination for Cause
hereunder, the Company shall provide to Employee written notice of the event or
actions deemed to constitute such Cause.  4.Change of Control:  4.1Special Definitions.As used herein, the term
Change of Control shall have the meaning ascribed to it in the Companys 2000
Long-Term Stock Incentive Plan, as the same may be amended, restated or
otherwise replaced from time to time.  The term Good Reason shall
mean that Employee has terminated his or her employment with the Company on
account of:  a.A material
diminution in Employees duties and responsibilities;  b.A material
diminution in Employees Base Compensation; or  c.A material relocation of the
principal place at which Employee performs services hereunder, but in no event
less than 25 miles from the then principal place at which Employee performs
such services.  d.Failure of
the company to provide a detailed job description, and contract terms describing
the duties and compensation of the employee within 30 days of the transaction
closing after employees request.  No event shall constitute Good Reason hereunder unless Employee
provides written notice thereof to the Company not more than 90 days after the
occurrence of such reason, the Company is afforded not less than a 30-day cure
period following receipt of such notice, and Employee terminates his or her
employment hereunder promptly following the end of such cure period.  4.2Termination of Employment in
Connection with Change of Control.If the Company terminates
Employees employment hereunder, other than on account of Cause, or Employee
terminates his or her employment hereunder on account of Good Reason, either
occurring within the 12-month period following the occurrence of a Change of
Control, then in


lieu
of any benefit provided in Section 3 hereof, the Company shall pay or
provide to or for the benefit of Employee:  a.An amount equal
to 200% of his or her annualized Base Compensation then in effect, which amount
shall be paid in the form of a single-sum 30 days following Employees Termination
Date or the first business day thereafter.  b.The average of
his or her annual bonus payable under the Companys Annual Incentive Plan or a
successor thereto, before any deferral under the Companys Deferred Bonus Plan,
during the Companys three most recently completed fiscal years or such shorter
period as Employee has been employed by the Company; such amount shall be paid
in the form of a single-sum 30 days following Employees Termination Date or
the first business day thereafter.  c.The amount of
any bonus due with respect to the Companys most recently completed fiscal
year, if any, to the extent that such bonus has not yet been paid as of such
date, which amount shall be paid on the payment date generally applicable to
such bonus.  d.A monthly
amount equal to the premium required to continue Employees coverage under the
Companys group medical plan during the 18-month period following Employees
Termination Date, such amount to be (i) based upon Employees level of
enrollment in the Companys group medical plan as of the date of his or her
Termination Date, and (ii) contingent upon Employees timely election to
continue his or her coverage under the Companys group medical plan in
accordance with Code Section 4980B.  e.Any stock
options granted to Employee outstanding as of the occurrence of a Change of
Control shall be deemed fully vested and be and remain exercisable during the
one-year period following Employees Termination Date or such longer period
that may be provided under Employees individual grants or awards, but in no
event shall such options remain exercisable ten years after the date of their
grant.  4.3Excise Tax.If the
aggregate present value of all payments and benefits due to Employee under this
Agreement and any other payment or benefit due from the Company or any
successor thereto (the Aggregate Payments) would be subject to the excise tax
imposed by Code Section 4999, such payments or benefits shall be reduced
by the minimum amount necessary to result in no portion of the Aggregate
Payments, so reduced, being subject to the excise tax under Code Section 4999.
The determination of whether a reduction is required hereunder shall be made by
the Companys registered independent public accounting firm and shall be
binding upon the parties hereto. To the extent practicable, Employee shall be
entitled to select the payments or benefits subject to reduction hereunder.  5.Business Protection:  5.1Consideration.Employee
acknowledges that the execution of this Agreement and his or her access to
Confidential Information (as defined herein) shall constitute adequate
consideration for each of the limitations and restrictions set forth in this Section 5,
the sufficiency of which is hereby acknowledged.


5.2Protection of Confidential
Information.The Company and Employee acknowledge the existence
of Confidential Information, which is owned by the Company, regardless of
whether such Confidential Information was conceived, originated, devised, supplemented,
discovered or developed by Employee, the Company, or any other person or entity.
Employee acknowledges that he or she will have access to Confidential
Information during the Employment Term and agrees that all such Confidential
Information is, and shall remain, the sole and exclusive property of the
Company. Except as required by law, during the Employment Term and at all times
thereafter, Employee agrees that he or she shall not, without the prior written
consent of the Company, directly or indirectly use, disclose or disseminate to any
person or otherwise use any Confidential Information, other than on behalf of
the Company, or in connection with
performance of employees normal duties. If Employee is legally served with a lawfully issued subpoena
directing Employee to disclose Confidential Information, Employee shall
immediately, but no later than five days after receipt of such subpoena,
provide written notice to the Company, including a copy thereof.  As used herein, the term
Confidential Information shall mean, in addition to the Companys trade
secrets as defined under applicable law, any data or information and
documentation, whether in tangible form, electronic form or verbally disclosed,
that is valuable to the Company and not generally known to the public. To the
fullest extent consistent with the foregoing and applicable law, Confidential
Information shall further include, without limitation, the Companys computer
programs, sales techniques and reports, formulas, data processes, methods,
articles of manufacture, machines, apparatus, designs, compositions of matter,
products, ideas, improvements, inventions, discoveries, developmental or
experimental work, corporate strategy, marketing techniques, pricing lists and
data and other pricing information, business plans, ideas and opportunities,
accounting and financial information including financial statements and
projections, personnel records, specialized customer information, proprietary
agreement with vendors, supplier information, special products and services the
Company may offer or provide to its customers/guests from time to time, pending
acquisitions, negotiations and transactions, or the terms of existing proposed
business arrangements. Confidential Information shall also include all
customer/guest lists, accounts and specifications, and contacts of the Company,
and shall further include work in progress, plans or any other matter belonging
to or relating to the technical or business activities of the Company.  5.3Patents; Intellectual Property.Employee
hereby assigns and agrees to assign to the Company any invention, improvement,
or discovery made by Employee, alone or jointly with others, during the
Employment Term, including any period of authorized leave of absence, or as a
result of his or her employment, and which in any way relates to, or may be
useful in, the business of the Company, together with each patent that may be
obtained thereon in any country. Employee shall promptly and fully disclose to
the Company any such invention, improvement or discovery and, without further
consideration, will upon request by the Company execute all proper papers for
use in applying for, obtaining and maintaining any United States or foreign
patent and all proper assignments thereof, at the Companys expense and through
its patent counsel. Each such invention, improvement or discovery, whether or
not patented, shall be the exclusive property of the Company.  5.4Noncompetition.The parties
agree that the Company is engaged in: (a) the business of owning, managing
and operating gaming and casino facilities in the States of Missouri,
Mississippi, Iowa, Louisiana, Colorado, Florida, the United Kingdom and the
Bahamas, (b) seeking new gaming properties in additional jurisdictions,
and (c) all aspects of such gaming and casino operations (collectively,
the Companys Business). Employee acknowledges that the Company would be
adversely affected if he or she competes with the Company, and,


accordingly, Employee agrees that, during the
Employment Term and the one-year period thereafter, except as noted herein.Employee shall refrain from carrying
on or engaging in a business similar to the Companys Business, either
individually or jointly or on behalf of or in concert with any other person, as
a proprietor, partner, shareholder, investor, lender, financial backer,
director, officer, employee, agent, advisor, consultant or manager. The
provisions of this Section 5.4 shall apply to (a) any operation or
facility located within a 75-mile radius of any gaming operation or gaming
facility owned by the Company, whether in whole or in part, (b) any such
operation or facility, which is not owned by the Company but with respect to
which the Company renders or proposes to render consulting or management
services, and (c) any of the foregoing as to which the Company has taken
any substantive step in the form of a valid
and  current written contract,toward
owning, in whole or in part, or managing. 
In each case, such determination shall be made as of the date hereof and
Employees Termination Date. This non-compete
is only effective if the termination is initiated by the employee, and further,
shall not be effective in the event of a change of control.  5.5Nonsolicitation.During the Employment Term and the six-month
period thereafter, Employee shall not, without the prior written consent of the
Company, either directly or indirectly, whether individually or jointly or on
behalf of or in concert with any other person, as a proprietor, partner,
shareholder, investor, lender, financial backer, director, officer, employee,
agent, advisor, consultant or manager, or in any other capacity or manner
whatsoever, solicit, hire or attempt to hire, enter into any contract or other
arrangement with, or interfere with, disrupt or attempt to interfere with or
disrupt the Companys relationships with any person who is employed by the
Company. This Section 5.5 shall be applied in the geographic areas
described in Section 5.4 hereof and in any sales office, regional office
or the corporate headquarters of the Company.  5.6Reasonable
Terms.By execution below, Employee agrees that the geographic areas, duration
and scope of activities outlined in this Section 5 are reasonable subject to the exceptions described herein.Employee
further agrees that (a) such terms are no broader than necessary to
protect the Companys business, (b) such terms are necessary to protect
and maintain the Companys interest in Confidential Information with respect to
which Employee has or shall have access, and (c) such terms are not
oppressive and will not impose an unreasonable burden or restraint on Employee.  The Company agrees that the provisions of
this Section 5 shall not be construed to prohibit the acquisition by
Employee of less than 5% of any class of securities issued by a publicly traded
company.  5.7Return of
Companys Property.Upon termination or expiration of this Agreement and
the employment of Employee hereunder, for any reason, Employee or his or her estate
shall promptly return to the Company all of the property of the Company,
including, without limitation, access cards, keys and similar items,
automobiles, equipment, computers, fax machines, portable telephones, printers,
software, credit cards, manuals, customer lists, financial data, letters,
notes, notebooks, reports and copies of any of the above and any Confidential Information
that is in the possession or under the control of Employee, without regard to
the form thereof. Employee, or his or her estate, shall provide to the Company
written certification that he or she has complied with the provisions of this Section 5.7
not later than fourteen days after his or her Termination Date or, in the event
of Employees death or Disability, such later time as the parties may mutually
agree.


5.8Indemnification.The Company shall indemnify and hold harmless
Employee to the extent provided under the Companys organizational documents,
from time to time, whether during the Employment Term or after Employees
Termination Date.  5.9Survival.Notwithstanding
any provision of this Agreement to the contrary, Employee and the Company
acknowledge that the restrictions and limitations set forth in this Section 5
shall survive the termination of this Agreement and Employees employment
hereunder for any reason.  6.General:  6.1Specified Employee Delay.In the event the Company
determines that Employee is a specified employee within the meaning of Code Section 409A
as of his or her Termination Date, then, notwithstanding any provision of this
Agreement to the contrary, the Company shall postpone until the first business
day of the seventh calendar month following Employees Termination Date (the
Delayed Payment Date) any payment or benefit hereunder which is deemed on
account of Employees separation from service and not otherwise permitted to be
paid or furnished in accordance with the provisions of Code Section 409A
or the guidance promulgated thereunder. Any payment made as of Employees Delayed
Payment Date shall include the principal amount of all payments suspended
between Employees Termination Date and such date.  6.2Successors andAssigns.This Agreement
is binding upon and shall inure to the benefit of the Companys successors and
assigns. The Company may assign this Agreement in connection with a merger,
consolidation, assignment, sale or other disposition of substantially all of
its assets or business, without the consent of Employee. This Agreement may not
be assigned by Employee.  6.3Modification and Waiver.This Agreement
may be amended by written agreement signed by the parties hereto. The Companys
failure, or delay in exercising any right, or partial exercise of any right
will not waive any provision of this Agreement or preclude the Company from
otherwise or further exercising any rights or remedies hereunder, including any
other rights or remedies granted by any law or any related document.  6.4Governing Law.This Agreement
shall be governed by the internal laws of the State of Missouri, without regard
to the conflicts of law provisions thereof.  6.5Arbitration, Remedies and
Attorneys Fees.Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall be settled by binding
arbitration administered by the American Arbitration Association under its
Commercial Arbitration Rules, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.
Both the Company and Employee hereby consent to this binding arbitration
provision.  The parties agree that (a) if
Employee breaches any provision of this Agreement, the damage to the Company
may be substantial, although difficult to ascertain, and monetary damages may
not afford an adequate remedy, and (b) notwithstanding the provisions of
this Section 6.5, if Employee is in breach of any provision of this
Agreement, or threatens a breach of this Agreement, the Company shall be
entitled, in addition to all other rights and remedies as may be provided by law,
to seek specific performance and injunctive and other equitable relief,
including, but not limited to, restraining orders and preliminary and permanent
injunctions, to


enforce
the provision of this Agreement. The parties expressly agree that the Company
has these specific and express rights to injunctive relief without posting
bond, and without the necessity of proving irreparable injury, and that
Employee expressly agrees not to claim in any such equitable proceedings that a
remedy at law is available to the Company. The existence of any claim or cause
of action by Employee, whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Company or any of its
Affiliates of any provision hereof. The Companys remedies for breach of this
Agreement shall be cumulative and the pursuit of one remedy shall not be deemed
to exclude any other remedies. The parties hereto expressly agree that the
Company shall be entitled to recover damages for any loss sustained or right to
which it has been deprived, including any damages provided by law.  If any proceeding is brought
for the enforcement of this Agreement, or because of an alleged dispute, breach
or default in connection with any of the provisions of this Agreement, the
successful or prevailing party or parties shall be entitled to recover
reasonable attorneys fees and other costs incurred in that proceeding, in
addition to any other relief to which it may be entitled.  6.6Severability
and Reformation.To the extent any provision of this Agreement shall
be invalid or unenforceable, it shall be considered deleted and the remainder
of such provision and this Agreement shall continue in full force and effect.
In furtherance of the foregoing, should the duration or geographical extent of,
or business activities covered by, any provision of this Agreement be in excess
of that which is valid and enforceable under applicable law, such provision
shall be construed to cover only the duration, extent or activities that is valid
and enforceable. Employee acknowledges the uncertainty of the law in this
respect, and expressly stipulates that this Agreement is to be given the
construction which renders its provisions valid and enforceable to the maximum
extent permitted under applicable law.  6.7Entire
Agreement.This Agreement contains the entire agreement and
understanding by and between the parties and supersedes and replaces any
previous and contemporaneous oral negotiations, commitments, writings and
understandings concerning the matters herein.  6.8Notices.All notices and
other communications required or permitted under this Agreement shall be in
writing and sent by certified or first class mail, postage prepaid, and shall
be deemed delivered upon hand delivery or upon mailing to the following address
(or such other address as may be furnished by a party hereto):  If to the Company: Isle of Capri Casinos, Inc. 600 Emerson Drive, Suite 300 St. Louis, MO 63141 Attn: Senior Vice President, Human Resources  If to the Employee: Employees last address in Companys personnel files  6.9Employees
Representation.Employee represents and warrants to the Company that
the execution and delivery of this Agreement and the performance of his or her duties
and obligations hereunder shall not constitute a violation of any other
agreement to which Employee is a party.


6.10Taxes.The Company
shall be entitled to withhold as a condition of any payment or benefit
described herein, any Federal, state or local taxes required by law to be withheld.  6.11Review and Advice.Byexecution below, Employee
represents and warrants that he or she has read this Agreement and obtained
independent advice concerning the terms and conditions thereof. Employee
voluntarily executes this Agreement with full knowledge of its terms and
conditions and the rights and obligations of the parties set forth herein.  THIS
EMPLOYMENT AGREEMENTis executed in multiple counterparts, each of
which shall be deemed an original, as of the dates set forth below, to be
effective as provided above.  Employee:
  
  Isle of Capri Casinos, Inc.:/s/ Paul B. Keller
  
  By:
  /s/ James B. PerryDate:
  8.05.08
  
  Date
  10/30/08  ammended 10.30.08  NO:99842554.2