Exhibit 10.6  NOTE: Execution of this Adoption Agreement creates a
legal liability of the Employer with significant tax consequences to the
Employer and Participants. The Employer should obtain legal and tax advice from
its professional advisors before adopting the Plan. Principal Life Insurance
Company disclaims all liability for the legal and tax consequences which result
from the elections made by the Employer in this Adoption Agreement.  Principal
Life Insurance Company, Raleigh, NC 27612 A
member of the Principal Financial Group®  THE EXECUTIVE NONQUALIFIED EXCESS PLAN  ADOPTION AGREEMENT  THIS
AGREEMENT is the adoption by Isle of Capri
Casinos, Inc.(the Company) of the Executive Nonqualified
Excess Plan (Plan).  W I T N E S S E T H:  WHEREAS,
the Company desires to adopt the Plan as an unfunded, nonqualified deferred
compensation plan; and  WHEREAS,
the provisions of the Plan are intended to comply with the requirements of Section 409A
of the Code and the regulations thereunder and shall apply to amounts subject
to section 409A; and  WHEREAS,
the Company has been advised by Principal Life Insurance Company to obtain
legal and tax advice from its professional advisors before adopting the Plan,  NOW,
THEREFORE, the Company hereby adopts the Plan in accordance with the terms and
conditions set forthinthis Adoption Agreement:  ARTICLE I  Terms
used in this Adoption Agreement shall have the same meaning as in the Plan,
unless some other meaning is expressly herein set forth. The Employer hereby
represents and warrants that the Plan has been adopted by the Employer upon
proper authorization and the Employer hereby elects to adopt the Plan for the
benefit of its Participants as referred to in the Plan. By the execution of
this Adoption Agreement, the Employer hereby agrees to be bound by the terms of
the Plan.  ARTICLE II  The
Employer hereby makes the following designations or elections for the purpose
of the Plan:  2.6Committee:The duties of
the Committee set forth in the Plan shallbe satisfied by:  o(a)Company  o(b)The
administrative committee appointed by the Board to serve at the pleasure of the
Board.  o(c)Board.  x(d)Other
(specify):The Compensation Committee of the Board, which shall act as
administrator of this plan, subject to the delegation of duties by the
committee to the officers and employees of the Company.


2.8Compensation:The Compensation of a Participant shall mean all
of a Participants:  x(a)Base salary.  x(b)Service Bonus.  x(c)Performance-Based
Compensation earned in a period of 12 months or more.  o(d)Commissions.  o(e)Compensation
received as an Independent Contractor reportable on Form 1099.  o(f)Other:                                                                .  2.9Crediting Date:The Deferred Compensation Account of a
Participant shall be credited with the amount of any Participant Deferral to
such account at the time designated below:  o(a)The last
business day of each Plan Year.  o(b)The last
business day of each calendar quarter during the Plan Year.  o(c)The last
business day of each month during the Plan Year.  o(d)The last
business day of each payroll period during the Plan Year.  o(e)Each pay day as
reported by the Employer.  x(f)Any business
day on which Participant Deferrals are received by the administrative
recordkeeper.  o(g)Other:                                                                        .  2.13Effective
Date:  o(a)This is a
newly-established Plan, and the Effective Date of the Plan is                                 .  x(b)This is an
amendment of a plan named Isle of Capri Casinos, Inc. 2005 Deferred
Compensation Plan with an effective date of January 1, 2005. The effective
date of this amended and restated plan is January 1, 2009. This is
amendment number 1  x(i)All amounts in
Deferred Compensation Accounts shall be subject to the provisions of this
amended and restated Plan.  o(ii)Any
Grandfathered Amounts shall be subject to the Plan rules in effect on October 3,
2004.  2


2.20Normal
Retirement Age:The Normal
Retirement Age of a Participant shall be:  o(a)Age.  o(b)The later of
age    or the           anniversary
of the participation commencement date. The participation commencement date is
thefirstday of the first Plan Year in which the Participant
commenced participation in the Plan.  x(c)Other: N/A.  2.23Participating
Employer(s):As of the Effective Date, the following
Participating Employer(s) are parties to the Plan:  Exhibit A,
as it may be amended from time to time, includes those members of the
controlled group including Isle of Capri Casinos, Inc., who shall be
deemed participating employers, without the necessity of further action; each
such employer shall be deemed to have delegated to Isle of Capri Casinos, Inc.,
including the Compensation Committee of its Board of Directors, the authoritytoadminister this plan and to amend, modify terminate or replace this
plan, as they deem necessary or appropriate.  2.26Plan:The name of the
Plan is  Isle of Capri Casinos, Inc. Amended and Restated Deferred
Compensation Plan.  2.28Plan
Year:The Plan Year shall end each year on the last day of the month ofDecember.  2.30Seniority
Date:The date on which a Participant has:  o(a)Attained age     .  o(b)Completed     Years
of Service from First Date of Service.  o(c)Attained age      and
completed    Years of Service from First Date of Service.  o(d)Attained an age
as elected by the Participant.  x(e)Not applicable 
distribution elections for Separation from Service are not based on Seniority
Date  3


4.1Participant Deferral Credits:Subject to the limitations
in Section 4.1 of the Plan, a Participant may elect to have his
Compensation (as selected in Section 2.8 of this Adoption Agreement)
deferred within the annual limits below bythe following percentageor amount as
designated in writing to the Committee:  x(a)Base salary:  minimum
deferral:                   %  maximum
deferral: 
$                or 100%  x(b)Service Bonus:  minimum
deferral:                   %  maximum
deferral:  $                or 100%  x(c)Performance-Based
Compensation:  minimum
deferral:                   %  maximum
deferral: 
$                or 100%  o(d)Commissions:  minimum
deferral:                   %  maximum
deferral: 
$                or         %  o(e)Form 1099
Compensation:  minimum
deferral:                   %  maximum
deferral: 
$                or         %  o(f)Other:  minimum
deferral:                   %  maximum
deferral: 
$                or         %  o(g)Participant
deferrals not allowed.  4


4.2Employer
Credits:Employer Credits will be made in the
following manner:  x(a)Employer
Discretionary Credits:The Employer may make
discretionarycredits to the Deferred Compensation Account
of each Active Participant in an amount determined as follows:  x(i)An amount
determined each Plan Yearbythe Employer.  o(ii)Other:                                                .  o(b)Other
Employer Credits:The Employer may make other credits to theDeferred
Compensation Account of each Active Participant in an amount determined as
follows:  o(i)An amount
determined each Plan Year by the Employer.  o(ii)Other:                                                .  o(c)Employer
Credits not allowed.  5.2Disability
of a Participant:  x(a)A Participants
becoming Disabled shall beaQualifying Distribution
Event andthe Deferred Compensation Account shall be paid by the Employer as
provided in Section 7.1.  o(b)A Participant
becoming Disabled shall not be a Qualifying Distribution Event.  5.3Death of
a Participant:If the Participant dies while in Service, the
Employer shall pay a benefitto the Beneficiary in an
amount equal to the vested balance in the Deferred Compensation Account of the
Participant determined as of the date payments to the Beneficiary commence, plus:  o(a)An amount to be
determined by the Committee.  o(b)Other:                                                .  x(c)No additional
benefits.   5


5.4In-Service or Education Distributions:In-Service and Education
Accounts are permitted underthe Plan:  o(a)In-Service
Accounts are allowed with respect to: oParticipant
Deferral Credits only. oEmployer
Credits only. oParticipant
Deferral and Employer Credits.  In-service distributions may be made in the
following manner: oSingle lump sum
payment. oAnnual
installments over a term certain not to exceed 5 years.  Education
Accounts are allowed with respect to: oParticipant
Deferral Credits only. oEmployer
Credits only. oParticipant
Deferral and Employer Credits.  Education Accounts distributions may be made in the
following manner: oSingle lump sum
payment. oAnnual
installments over a term certain not to exceed              
years.  Ifapplicable, amounts
not vested at the time payments due under this Section cease will be: oForfeited oDistributed at
Separation from Service if vested at that time  x(b)No In-Service
or Education Distributions permitted.  5.5Change in
Control Event:  o(a)Participants
may elect upon initial enrollment to have accounts distributed upon a Change in
Control Event.  x(b)A Change in
Control shall not be a Qualifying Distribution Event.  5.6Unforeseeable
Emergency Event:  x(a)Participants may apply to have accounts
distributed upon an Unforeseeable Emergency event.  o(b)An
Unforeseeable Emergency shall not be a Qualifying Distribution Event  6


6.Vesting:An Active
Participant shall be fully vested in the Employer Credits made to theDeferred
Compensation Account upon the first to occur of the following events:  o
  (a)
  Normal
  Retirement Age.o
  (b)
  Death.o
  (c)
  Disability.o
  (d)
  Change
  in Control Evento
  (e)
  Other:x
  (f)
  Satisfaction
  of the vesting requirement as specified below:x
  Employer
  Discretionary Credits:x
  (i)
  Immediate
  100% vesting unless otherwise specified by thethe employer
  at the time of credit.o
  (ii)
  100%
  vesting after            Years
  of Service.o
  (iii)
  100%
  vesting at age           .o
  (iv)
  Number of Years
  
  
  Vestedof Service
  
  
  PercentageLess
  than
  1
  
  
  %1
  
  
  %2
  
  
  %3
  
  
  %4
  
  
  %5
  
  
  %6
  
  
  %7
  
  
  %8
  
  
  %9
  
  
  %10or more
  
  
  %For
  this purpose, Years of Service of a Participant shall be calculated from the
  date designated below:o
  (1)
  First
  Day of Service.o
  (2)
  Effective
  Date of Plan Participation.o
  (3)
  Each
  Crediting Date. Under this option (3), each Employer Credit shall vest based
  on the Years of Service of a Participant from the Crediting Date on which
  each Employer Discretionary Credit is made to his or her Deferred
  Compensation Account.  7


o
  Other Employer Credits:o
  (i)
  Immediate 100% vesting.o
  (ii)
  100% vesting after     Years
  of Service.o
  (iii)
  100% vesting at age     .o
  (iv)
  Number of Years
  
  
  Vestedof Service
  
  
  PercentageLess
  than
  1
  
  
  %1
  
  
  %2
  
  
  %3
  
  
  %4
  
  
  %5
  
  
  %6
  
  
  %7
  
  
  %8
  
  
  %9
  
  
  %10or more
  
  
  %For
  this purpose, Years of Service of a Participant shall be calculated from the
  date designated below:o
  (1)
  First
  Day of Service.o
  (2)
  Effective
  Date of Plan Participation.o
  (3)
  Each
  Crediting Date. Under this option (3), each Employer Credit shall vest based
  on the Years of Service of a Participant from the Crediting Date on which
  each Employer Discretionary Credit is made to his or her Deferred
  Compensation Account.  8


7.1          Payment
Options:Any benefit payable under the Plan upon a permitted
Qualifying Distribution Event may be made to the Participant or his Beneficiary
(as applicable) in any of the following payment forms, as selected by the
Participant in the Participation Agreement:  (a)Separation from
Service prior to Seniority Date,or Separation from
Service if Seniority Date is Not Applicable  x(i)A lump sum.  x(ii)Annual
installments over a term certain as elected by the Participant not to exceed 10 years.  x(iii)Other: Upon
separation from the company and its affiliates; or the later of the date a
participant ceases to be employed or a specified age (not later than age 65)  Note:
Regardless of your election, distribution will be delayed until the first day of
the calendar month that is at least six months after your employment ceases, unless
your employment ends on account of your death or disability.  (b)Separation from
Service on or After Seniority Date, If Applicable  o(i)A lump sum.  o(ii)Annual installments
over a term certain as elected by the Participant not to exceed       
years.  o(iii)Other:.  (c)Separation from
Service Upon a Change in Control Event  x(i)A lump sum.  o(ii)Annual
installments over a term certain as elected by the Participant not to exceed       
years.  o(iii)Other:                                        .  (d)Death  x(i)A lump sum.  o(ii)Annual
installments over a term certain as elected by the Participant not to exceed       
years.  o(iii)Other:                                       .  9


(e)Disability  x(i)A lump sum.  o(ii)Annual
installments over a term certain as elected by the Participant not to exceedyears.  o(iii)Other:                                                   .  o(iv)Not applicable.  If
applicable, amounts not vested at the time payments due under this Section cease
will be:  oForfeited oDistributed at
Separation from Service if vested at that time  (f)Change in
Control Event  o(i)A lump sum.  o(ii)Annual
installments over a term certain as elected by the Participant notto exceedyears.  o(iii)Other:                                                        .  x(iv)Not applicable.  If
applicable, amounts not vested at the time payments due under this Section cease
will be:  oForfeited oDistributed at
Separation from Service if vested at that time  7.4De Minimis Amounts.  x(a)Notwithstanding
any payment election made by the Participant, thevested balance in the
Deferred Compensation Account of the Participant will be distributed in a
single lump sum payment at the time designated under the Plan if at the time of
a permitted Qualifying Distribution Event that is either a Separation from
Service, death, Disability (if applicable) or Change in Control Event (if
applicable) the vested balance does not exceed $ 10,000.In addition, the Employer may distribute a
Participants vested balance at any time if the balance does not exceed the
limit in Section 402(g)(1)(B) of the Code and results in the termination of the
Participants entire interest in the Plan.  o(b)There shall beno
pre-determined deminimisamount under the Plan; however,
the Employer may distribute a Participants vested balance at any time if the
balance does not exceed the limit in Section 402(g)(l)(B) of the Code
and results in the termination of the Participants entire interest in the
Plan.  10


10.1 Contractual Liability:Liability for payments
under the Plan shall be the responsibility of the:  x(a)Company.  o(b)Employer or
Participating Employer who employed the Participantwhen amounts were deferred.   14.          Amendment
and Termination of Plan:Notwithstanding any provision in this
AdoptionAgreement or the Plan to the contrary, Section 2.23 of the Plan
shall be amended to read as provided in attached Exhibit A.  17.9        Construction:The provisions of the Plan shall be construed and enforced according to
the laws ofthe State of Missouri,except
to the extent that such laws are superseded by ERISA and the applicable
provisions of the Code.  IN
WITNESS WHEREOF, this Agreement has been executed as of the day and year stated
below.    Isle
  of Capri Casinos, Inc.Name
  of EmployerBy:
  /s/ R. Ronald BurgessAuthorized
  PersonDate:
  12/4/08   11


ISLE OF CAPRI CASINOS, INC.
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN  Exhibit A  The
following entities, each of which is a member of the controlled group of
corporations or other entities including Isle of Capri Casinos, Inc., within
the meaning of Section 414 of the Internal Revenue Code of 1986, as
amended, shall be deemed participating employers in the Amended and Restated
Deferred Compensation Plan, without the necessity of further action. Each such
entity shall be deemed to have delegated to the Compensation Committee of the
Board of Directors of Isle of Capri Casinos, Inc. the power and authority
to administer such plan on its behalf, to amend, restated, replace, modify or
terminate such plan, to designate participants thereunder, and to take such
other action as may be necessary or appropriate, all without notice or
affirmative consent.  Riverboat
Corporation of Mississippi St.
Charles Gaming Company, Inc. IOC-Kansas
City, Inc. IOC-Davenport, Inc. Grand
Palais Riverboat, Inc. IOC-Boonville, Inc. IOC-Lula, Inc. IOC-Natchez, Inc. Isle
of Capri Marquette, Inc. Isle
of Capri Black Hawk, LLC Isle
of Capri Bettendorf, LLC PPI, Inc. CCSC/Blackhawk, Inc.  12