Exhibit 10.22  RESTRICTED
STOCK AGREEMENT  ISLE OF
CAPRI CASINOS, INC. AMENDED
AND RESTATED 2000
LONG-TERM INCENTIVE PLAN  This AGREEMENT, entered into as
of the Grant Date (as defined in paragraph 1), by and between the Participant
and Isle of Capri Casinos, Inc. (the Company);  WITNESSETH THAT:  WHEREAS, the Company maintains
the Isle of Capri Casinos, Inc. Amended and Restated 2000 Long-Term
Incentive Plan (the Plan), which is incorporated into and forms a part of
this Agreement, and the Participant has been selected by the committee
administering the Plan (the Committee) to receive a Restricted Stock Award
under the Plan;  NOW, THEREFORE, IT IS AGREED, by
and between the Company and the Participant as follows:  1.Terms of Award.  The following words and phrases used in this
Agreement shall have the meanings set forth in this paragraph 1:  (a)The Participant is                                                      .  (b)The Grant Date is                                                      .  (c)The number of Covered
Shares awarded under the Agreement is         shares.  Covered Shares are shares of Stock granted
under this Agreement and are subject to the terms of this Agreement and the
Plan.  (d)The Restricted Period with respect to
any Covered Share is the period beginning on the Grant Date and ending on the
date that such Covered Share is fully vested in accordance with the terms of
this Agreement.  The Restricted Period
applicable to the Covered Shares is set forth in paragraph 5 of this Agreement.  (e)Other words and phrases used
in this Agreement are defined in the Plan or elsewhere in this Agreement.  Except where the context clearly implies or
indicates the contrary, a word, term, or phrase used in the Plan is similarly
used in this Agreement.  2.Award.  The
Participant is hereby granted the number of Covered Shares set forth in
paragraph 1.  3.             Dividends
and Voting Rights.  The Participant
shall be entitled to receive any dividends paid with respect to the Covered
Shares that become payable during the Restricted Period; provided, however,
that no dividends shall be payable to or for the benefit of the Participant for
Covered Shares with respect to record dates occurring prior to the Grant Date,
or with respect to record dates occurring on or after the date, if any, on
which the Participant has forfeited those Covered Shares.  The Participant shall be entitled to vote the
Covered Shares during the Restricted Period to the same extent as would have
been applicable to the Participant


if the Participant was then vested in the shares;
provided, however, that the Participant shall not be entitled to vote the
shares with respect to record dates for such voting rights arising prior to the
Grant Date, or with respect to record dates occurring on or after the date, if
any, on which the Participant has forfeited those Covered Shares.  4.Deposit of
Covered Shares.  During the Restricted Period,
each Covered Share granted under this Agreement shall be registered in the name
of the Participant and shall be deposited with the Companys transfer agent
(either on a certificated or uncertificated basis as determined by the
Committee).  The grant of the Covered
Shares is conditioned upon the Participant endorsing in blank a stock power for
the Covered Shares.  5.Transfer,
Vesting and Forfeiture of Shares.  Subject to
the terms and conditions of this Agreement, if the Date of Termination does not
occur during the Restricted Period with respect to any Installment of the
Covered Shares, then, at the end of the Restricted Period for such shares, the
Participant shall become vested in those Covered Shares, and shall own the
shares free of all restrictions otherwise imposed by this Agreement, other than
those set forth in paragraph 6 hereof. 
With respect to any of the Covered Shares, the period during which such
Covered Shares are not vested (and are therefore subject to forfeiture) is
referred to herein as the Restricted Period. 
The Restricted Period shall begin on the Grant Date with respect to all
of the Covered Shares and shall end on the third anniversary of the Grant
Date.  Upon the vesting of any Covered
Share, the Participant shall own such share free of all restrictions otherwise
imposed by this Agreement, other than the restrictions imposed by paragraph 6
hereof.  Notwithstanding the foregoing
provisions of this paragraph 5, the Participant shall become vested in the
Covered Shares and shall become the owner of the shares free of all
restrictions otherwise imposed by this Agreement, other than the restrictions
of paragraph 6, and the Restricted Period with respect to all of the Covered
Shares shall terminate and expire prior to the date otherwise indicated above
upon the vesting of the Covered Shares upon (a) a Change in Control that
occurs on or before the Date of Termination, (b) the Date of Termination
if such Date of Termination occurs on account of the Participants death,
Disability or Retirement, or, if applicable (c) the occurrence of any
other acceleration event described in a written employment agreement, if any,
between the Participant and the Company or a subsidiary of the Company.  Except as otherwise provided in this
paragraph 5, the Participant shall forfeit any of the Covered Shares which have
not vested as of his Date of Termination.  6.Compliance with Applicable Laws; Limits
on Distribution.  (a)Compliance with Securities Laws. 
If the Participant is subject to Section 16(a) and 16(b) of
the Exchange Act, the Committee may, at any time, add such conditions and
limitations to any of the Covered Shares (or the shares of Stock after the
Restricted Period has lapsed) as the Committee, in its sole discretion, deems
necessary or desirable to comply with Section 16(a) or 16(b) of
the Exchange Act and the rules and regulations thereunder or to obtain any
exemption therefrom.  (b)Certificates; Cash in Lieu of
Fractional Shares.  To the extent that the Plan or this Agreement
provides for issuance of certificates to reflect the transfer of Covered
Shares, the transfer of such shares may be effected on a non-certificated
basis, to the extent not prohibited by applicable law or the rules of any
securities exchange or similar entity. 
In lieu of issuing a fraction of a share of Stock pursuant to the Plan
or this Agreement, the Company may pay to the Participant an amount equal to
the Fair Market Value of such fractional share.  2


(c)Lock-Up Period. 
The Participant hereby agrees that, if so requested by the Company or
any representative of the underwriters (the Managing Underwriter) in
connection with any registration of the offering of any securities of the
Company under the Securities Act of 1933, as amended (the Securities Act),
the Participant shall not sell or otherwise transfer any Stock or other
securities of the Company during the 180-day period, or such other period as
may be requested in writing by the Managing Underwriter and agreed to in
writing by the Company (the Market Standoff Period) following the effective
date of a registration statement of the Company filed under the Securities
Act.  Such restriction shall apply only
to the first registration statement of the Company to become effective under
the Securities Act that includes securities to be sold on behalf of the Company
to the public in an underwritten public offering under the Securities Act.  The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such Market Standoff Period.  7.Withholding.  The
grant and vesting of shares of Stock under this Agreement are subject to
withholding of all applicable taxes.  At
the election of the Participant, and subject to such rules and limitations
as may be established by the Committee from time to time, such withholding
obligations may be satisfied through the surrender of shares of Stock which the
Participant already owns, or to which the Participant is otherwise entitled
under the Plan; provided, however, that such shares may be used to satisfy not
more than the Companys minimum statutory withholding obligation (based on
minimum statutory withholding rates for Federal and state tax purposes,
including payroll taxes, that are applicable to such supplemental taxable
income).  8.Nontransferability.During the
Restricted Period for a Covered Share, the Covered Share may not be sold,
assigned, transferred pledged or otherwise encumbered in any manner otherwise
than by will or by the laws of descent or distribution.  9.Heirs and
Successors.This Agreement shall be binding upon, and
inure to the benefit of, the Company and its successors and assigns, and upon
any person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Companys assets and business.  If any rights exercisable by the Participant
or benefits deliverable to the Participant under this Agreement have not been
exercised or delivered, respectively, at the time of the Participants death,
such rights shall be exercisable by the Designated Beneficiary, and such
benefits shall be delivered to the Designated Beneficiary, in accordance with
the provisions of this Agreement and the Plan.  10.Administration. 
The authority to manage and control the operation and administration of
this Agreement shall be vested in the Committee, and the Committee shall have
all powers with respect to this Agreement as it has with respect to the
Plan.  Any interpretation of the
Agreement by the Committee and any decision made by it with respect to the
Agreement is final and binding on all persons.  11.Plan Governs.Notwithstanding anything in this
Agreement to the contrary, the terms of this Agreement shall be subject to the
terms of the Plan, a copy of which may be obtained by the Participant from the
office of the Secretary of the Company and this Agreement is subject to all
interpretations, amendments, rules and regulations promulgated by the
Committee from time to time pursuant to the Plan.  3


12.Not An Employment Contract or Contract of Continued Service. 
The grant of Covered Shares pursuant to this Agreement will not confer
on the Participant any right with respect to continuance of employment or other
service with the Company or any Subsidiary, nor will it interfere in any way
with any right the Company or any Subsidiary would otherwise have to terminate
or modify the terms of such Participants employment or other service at any
time.  13.Amendment.  This
Agreement may be amended in accordance with the provisions of the Plan and may
otherwise be amended by written agreement of the Participant and the Company
without the consent of any other person.  14.Severability. 
The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement and each other provision of this Agreement shall be severable and
enforceable to the extent permitted by law.  15.Applicable Law. 
The provisions of this Agreement shall be construed in accordance with
the laws of the State of Delaware, without regard to the conflict of law
provisions of any jurisdiction.  16.Entire Agreement.  The Plan and this Agreement constitute all of
the terms with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the
Participant with respect to the subject matter hereof.  17.Definitions.  For
purposes of this Agreement, words and phrases used in this Agreement shall be
defined as follows:  (a)Date of Termination.  The term Date
of Termination means, as applicable (i) the first day occurring on or
after the Grant Date on which the Participant is not employed by the Company or
any Subsidiary, regardless of the reason for the termination of employment or (ii) the
first day occurring on or after the Grant Date on which the Participant ceases
to be a member of the Board of Directors of the Company, regardless of the
reason for such cessation of services as a director.  Notwithstanding the foregoing, a termination
of employment shall not be deemed to occur by reason of a transfer of the
Participant between the Company and a Subsidiary or between two Subsidiaries
and the Participants employment shall not be considered terminated while the
Participant is on a leave of absence from the Company or a Subsidiary approved
by the Participants employer.  If, as a
result of a sale or other transaction, the Participants employer ceases to be
a Subsidiary (and the Participants employer is or becomes an entity that is
separate from the Company), the occurrence of such transaction shall be treated
as the Date of Termination caused by the Participant being discharged by the
employer.  (b)Designated Beneficiary. 
The Designated Beneficiary shall be the beneficiary or beneficiaries
designated by the Participant in a writing filed with the Committee in such
form and at such time as the Committee shall require.  If a deceased Participant fails to designate
a beneficiary, or if the Designated Beneficiary does not survive the
Participant, any rights that would have been exercisable by the Participant and
any benefits distributable to the Participant shall be exercised by or
distributed to the legal representative of the estate of the Participant.  If a deceased Participant designates a
beneficiary and the Designated Beneficiary survives the Participant but dies
before the Designated Beneficiarys  4


exercise of all
rights under this Agreement or before the complete distribution of benefits to
the Designated Beneficiary under this Agreement, then any rights that would
have been exercisable by the Designated Beneficiary shall be exercised by the
legal representative of the estate of the Designated Beneficiary, and any
benefits distributable to the Designated Beneficiary shall be distributed to
the legal representative of the estate of the Designated Beneficiary.  (c)Disability. 
Except as otherwise provided by the Committee, the Participant shall be
considered to have a Disability during the period in which the Participant is
unable, by reason of a medically determinable physical or mental impairment, to
engage in any substantial gainful activity, which condition, in the opinion of
a physician selected by the Committee, is expected to have a duration of not
less than 120 days.  (d)Retirement.The term Retirement
shall mean the termination by a Participant of his employment or service as a
director, as applicable, by reason of reaching the age of 65 or such later date
approved by the Board of Directors of the Company.  (e)Plan Definitions.  Except where
the context clearly implies or indicates the contrary, a word, term, or phrase
used in the Plan is similarly used in this Agreement.  IN WITNESS WHEREOF, the Company has caused
these presents to be executed in its name and on its behalf, all as of the
Grant Date.  Isle of Capri Casinos, Inc.By:Its:[Participant]  5