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                         FITZGERALDS GAMING CORPORATION
                           STOCK OPTION INCENTIVE PLAN
           (AS AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 25, 1998)


1.      PURPOSE

        The purpose of the Fitzgeralds Gaming Corporation Stock Option Incentive
Plan is to further the interests of Fitzgeralds Gaming Corporation, a Nevada
corporation (the "Company"), and its Subsidiaries by encouraging and enabling
selected officers, directors, employees, consultants, advisers, independent
contractors and agents, upon whose judgment, initiative and effort the Company
is largely dependent for the successful conduct of its business, to acquire and
retain a proprietary interest in the Company by ownership of its stock through
the exercise of stock options to be granted hereunder. Options granted hereunder
are either options intended to qualify as "incentive stock options" within the
meaning of Section 422 of the Code or non-qualified stock options.

2.      DEFINITIONS

        Whenever used herein the following terms shall have the following
meanings, respectively:

        (a) "Board" shall mean the Board of Directors of the Company.

        (b) "Code" shall mean the Internal Revenue Code of 1986, as amended, and
the regulations promulgated thereunder.

        (c) Committee" shall mean the Stock Option or Compensation Committee
appointed by the Board to administer the Plan, or if no committee has been
appointed or the Board elects to retain the power to administer the Plan,
reference to "Committee" shall be deemed to refer to the Board.

        (d) "Common Stock" shall mean the Company's Common Stock, $0.01 par
value.

        (e) "Company" shall mean Fitzgeralds Gaming Corporation, a Nevada
corporation.

        (f) "Employee" shall mean, in connection with Incentive Options, only
employees of the Company or any Subsidiary or Parent Corporation of the Company.

        (g) "Fair Market Value Per Share" of the Common Stock on any date shall
mean, if the Common Stock is publicly traded, the mean between the highest and
lowest quoted selling prices of the Common Stock on such date or, if not
available, the mean between the bona fide bid and asked prices of the Common
Stock on such date. In any situation not covered above, or if there were no
sales on the date in question, the Fair Market Value Per Share shall be
determined by the Committee in accordance with Section 20.2031-2 of the Federal
Estate Tax Regulations.

        (h) "Incentive Option" shall mean an Option granted under the Plan which
is designated as and qualified as an incentive stock option within the meaning
of Section 422 of the Code.
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        (i) "Non-Employee Director" shall have the meaning set forth in Rule
16b-3 promulgated by the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended, or any successor rule.

        (j) "Non-Qualified Option" shall mean an Option granted under the Plan
which does not qualify as, or is not designated as, an incentive stock option
within the meaning of Section 422 of the Code.

        (k) "Option" shall mean an Incentive Option or a Non-Qualified Option.

        (l) "Optionee" shall mean any person who has been granted an Option
under the Plan.

        (m) "Outside Director" shall have the meaning set forth in Section
162(m) of the Code.

        (n) "Parent Corporation" shall have the meaning set forth in Section
424(e) of the Code.

        (o) "Permanent Disability" shall mean termination of a Relationship with
the Company or any Subsidiary of the Company with the consent of the Company or
such Subsidiary by reason of permanent and total disability within the meaning
of Section 22(e)(3) of the Code.

        (p) "Plan" shall mean the Fitzgeralds Gaming Corporation Stock Option
Incentive Plan, as amended from time to time.

        (q) "Relationship" shall mean that the Optionee is or has agreed to
become an officer, director, employee, consultant, adviser, independent
contractor or agent of the Company or any Subsidiary of the Company.

        (r) "Subsidiary" shall have the meaning set forth in Section 424(f) of
the Code.

        (s) "Termination for Cause" means the termination of an employee's
employment with the Company, whether voluntary or involuntary, that is
determined by the Committee to have resulted from the discovery by the Company
of the employee's dishonesty, commission of a felony (regardless of whether or
not prosecuted) or fraud.

3.      ADMINISTRATION

        (a) The Plan shall be administered either (i) by the Board, or (ii) in
the discretion of the Board, by a committee of at least two directors of the
Company appointed by the Board, all of which members are both Non-Employee
Directors and Outside Directors. The Committee may delegate some or all of its
powers under the Plan to an executive officer of the Company, except with
respect to Option grants to executive officers or directors.

        (b) Any action of the Committee with respect to the administration of
the Plan shall be taken by majority vote or by unanimous written consent of its
members.

        (c) Subject to the provisions of the Plan, the Committee shall have the
authority to construe and interpret the Plan, to define the terms used therein,
to determine the time or times an Option may be exercised and the number of
shares for which an Option may be exercised at any one time, to prescribe,

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amend and rescind rules and regulations relating to the Plan, to determine the
time and nature of a participant's termination of their employment for purposes
of the Plan, and to make all other determinations necessary or advisable for the
administration of the Plan. All determinations and interpretations made by the
Committee shall be conclusive and binding on all Optionees and on their
guardians, legal representatives and beneficiaries.

        (d) The Company shall indemnify and hold harmless the members of the
Board and the Committee from and against any and all liabilities, costs and
expenses incurred by such persons as a result of any act, or omission to act, in
connection with the performance of such persons' duties, responsibilities and
obligations under the Plan, other than such liabilities, costs and expenses as
may result from the negligence, bad faith, willful misconduct or criminal acts
of such persons.

        (e) The Company will provide financial information to the Optionees on
the same basis as the Company provides such information to its stockholders.

4.      NUMBER OF SHARES SUBJECT TO PLAN

        The aggregate number of shares of Common Stock subject to Options which
may be granted under the Plan shall not exceed 1,000,000. The shares of Common
Stock to be issued upon the exercise of Options may be authorized but unissued
shares, shares issued and reacquired by the Company or shares purchased by the
Company on the open market. If any Option granted hereunder shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares subject thereto shall again be available for purposes of the Plan.

5.      ELIGIBILITY AND PARTICIPATION

        (a) Non-Qualified Options may be granted to any person who has a
Relationship with the Company or any of its Subsidiaries. Incentive Options may
be granted to any Employee. In addition, the Committee may make a one-time grant
of Options to former employees in substitution for options previously granted to
them, for the same number of shares and having substantially the same terms and
conditions as the options they are replacing. The Committee shall determine the
persons to whom Options shall be granted, the time or times at which such
Options shall be granted and the number of shares to be subject to each Option.
An Optionee may, if he is otherwise eligible, be granted an additional Option or
Options if the Committee shall so determine. An Employee may be granted
Incentive Options or Non-Qualified Options or both under the Plan; provided,
however, that the grant of Incentive Options and Non-Qualified Options to an
Employee shall be the grant of separate Options and each Incentive Option and
each Non-Qualified Option shall be specifically designated as such.

        (b) In no event shall the aggregate fair market value (determined as of
the time the Option is granted) of the shares with respect to which Incentive
Options (granted under the Plan or any other plans of the Company or any
Subsidiary or Parent Corporation of the Company) are exercisable for the first
time by an Optionee in any calendar year exceed $100,000.

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6.      PURCHASE PRICE

        The purchase price of each share covered by each Option shall be
determined by the Committee; provided, however, that in the case of an Incentive
Option such price shall not be less than 100% of the Fair Market Value Per Share
of the Common Stock on the date the Incentive Option is granted; and provided
further that if at the time an Incentive Option is granted the Optionee owns or
would be considered to own by reason of Section 424(d) of the Code more than 10%
of the total combined voting power of all classes of stock of the Company or any
Subsidiary or Parent Corporation of the Company, the purchase price of the
shares covered by such Incentive Option shall not be less than 110% of the Fair
Market Value Per Share of the Common Stock on the date the Incentive Option is
granted.

7.      DURATION OF OPTIONS

        The expiration date of an Option and all rights thereunder shall be
determined by the Committee; provided, however, that the expiration date of an
Incentive Option must be within 10 years from the date on which the Incentive
Option is granted, unless at the time the Incentive Option is granted the
Optionee owns or would be considered to own by reason of Section 424(d) of the
Code more than 10% of the total combined voting power of all classes of stock of
the Company or any Subsidiary or Parent Corporation of the Company, in which
case the expiration date of such Incentive Option must be within five years from
the date of grant. In the event the Committee does not specify the expiration
date of an Option, the expiration date shall be 10 years from the date on which
the Option was granted; provided, however, that if at the time an Incentive
Option is granted the Optionee owns or would be considered to own by reason of
Section 424(d) of the Code more than 10% of the total combined voting power of
all classes of stock of the Company or any Subsidiary or Parent Corporation of
the Company, such Incentive Option shall expire five years from the date of
grant. Options shall be subject to earlier termination as provided herein.

8.      EXERCISE  OF OPTIONS

        An Option shall vest and become exercisable from time to time in
installments or otherwise in accordance with such schedule and upon such other
terms and conditions as the Committee shall in its discretion determine at the
time the Option is granted. An Optionee may purchase less than the total number
of shares for which the Option is exercisable, provided that a partial exercise
of an Option may not be for less than 100 shares, unless the exercise is during
the final year of the Option, and shall not include any fractional shares. As a
condition to the exercise, in whole or in part, of any Option, the Committee may
in its sole discretion require the Optionee to pay, in addition to the purchase
price of the shares covered by the Option, an amount equal to any federal, state
or local taxes that the Committee has determined are required to be paid in
connection with the exercise of such Option in order to enable the Company to
claim a deduction or otherwise. Furthermore, if any Optionee disposes of any
shares of stock acquired by exercise of an Incentive Option prior to the
expiration of either of the holding periods specified in Section 422(a)(1) of
the Code, the Optionee shall pay to the Company, or the Company shall have the
right to withhold from any payments to be made to the Optionee, an amount equal
to any federal, state or local taxes that the Committee has determined are
required to be paid in connection with the exercise of such Option in order to
enable the Company to claim a deduction or otherwise.


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9.      METHOD OF EXERCISE

        (a) To the extent that an Option has become exercisable, the Option may
be exercised from time to time by giving written notice to the Company stating
the number of shares with respect to which the Option is being exercised,
accompanied by payment in full, by cash or by certified or cashier's check
payable to the order of the Company or the equivalent thereof acceptable to the
Company, of the purchase price for the number of shares being purchased and, if
applicable, any federal, state or local taxes required to be paid in accordance
with the provisions of Section 8 hereof.

        (b) In the Committee's discretion, payment of the purchase price for the
shares with respect to which the Option is being exercised may be made in whole
or in part with shares of Common Stock which have been held by the Optionee (or
other person entitled to exercise the Option) for at least six months. If
payment is made with shares of Common Stock, the Optionee, or other person
entitled to exercise the Option, shall deliver to the Company certificates
representing the number of shares of Common Stock in payment for the shares
being purchased, duly endorsed for transfer to the Company. If requested by the
Committee, prior to the acceptance of such certificates in payment for such
shares, the Optionee, or any other person entitled to exercise the Option, shall
supply the Committee with a representation and warranty in writing that he has
good and marketable title to the shares represented by the certificate(s), free
and clear of all liens and encumbrances. The value of the shares of Common Stock
tendered in payment for the shares being purchased shall be their Fair Market
Value Per Share on the date of the exercise.

        (c) Notwithstanding the foregoing, the Company shall have the right to
postpone the time of delivery of the shares for such period as may be required
for it to comply, with reasonable diligence, with any applicable listing
requirements of any national securities exchange or automated quotation system
or any federal, state or local law. If an Optionee, or other person entitled to
exercise an Option, fails to accept delivery of or fails to pay for all or any
portion of the shares requested in the notice of exercise, upon tender of
delivery thereof, the Committee shall have the right to terminate his Option
with respect to such shares.

10.     NON-TRANSFERABILITY OF OPTIONS

        No Option granted under the Plan shall be assignable or transferable by
the Optionee, either voluntarily or by operation of law, otherwise than by will
or the laws of descent and distribution, and each Option shall be exercisable
during the Optionee's lifetime only by the Optionee.

11.     CONTINUANCE OF RELATIONSHIP

        Nothing contained in the Plan or in any Option granted under the Plan
shall confer upon any Optionee any rights with respect to the continuation of
his employment by or other Relationship with the Company or any Subsidiary or
Parent Corporation of the Company or interfere in any way with the right of the
Company or any Subsidiary or Parent Corporation of the Company at any time to
terminate such employment or other Relationship or to increase or decrease the
compensation of the Optionee from the rate in existence at the time of the grant
of an Option.

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12.     TERMINATION OF RELATIONSHIP OTHER THAN BY DEATH OR PERMANENT DISABILITY

        Except as the Committee may determine otherwise at any time with respect
to any particular Option granted hereunder:

        (a) If an Optionee ceases to have a Relationship for any reason other
than his death or Permanent Disability or termination for cause, any Options
granted to him shall terminate 90 days from the date on which such Relationship
terminates unless such Optionee has resumed or initiated a Relationship and has
a Relationship on such date. During such 90-day period, the Optionee may
exercise any Option granted to him but only to the extent such Option was
exercisable on the date of termination of his Relationship and provided that
such Option has not expired or otherwise terminated as provided herein. A leave
of absence approved in writing by the Company shall not be deemed a termination
of Relationship for purposes of this Section 12, but no Option may be exercised
during any such leave of absence, except during the first 90 days thereof.

        (b) For purposes hereof, termination of an Optionee's Relationship for
reasons other than death or Permanent Disability shall be deemed to take place
upon the earliest to occur of the following: (i) the date of the Optionee's
retirement from employment under the normal retirement policies of the Company
or any Subsidiary of the Company; (ii) the date of the Optionee's retirement
from employment with the approval of the Committee because of disability other
than Permanent Disability; (iii) the date the Optionee receives notice or advice
that his employment or other Relationship is terminated; or (iv) the date the
Optionee ceases to render the services which he was employed, engaged or
retained to render to the Company or any Subsidiary (absences for temporary
illness, emergencies and vacations or leaves of absence approved in writing by
the Company excepted). The fact that the Optionee may receive payment from the
Company or any Subsidiary of the Company after termination for vacation pay, for
services rendered prior to termination, for salary in lieu of notice or for
other benefits shall not affect the termination date.

        (c) No Option may be exercised or claimed following an Optionee's
termination of Relationship as a result of Termination for Cause, and no Option
may be exercised or claimed while the Optionee is being investigated for a
Termination for Cause.

13.     DEATH OR PERMANENT DISABILITY OF OPTIONEE

        Except as the Committee may expressly determine otherwise at any time
with respect to any particular Option granted hereunder, if an Optionee shall
die at a time when he is in a Relationship or if the Optionee shall cease to
have a Relationship by reason of Permanent Disability, any Options granted to
him shall terminate one year after the date of his death or termination of
Relationship due to Permanent Disability unless by its terms it shall expire
before such date or otherwise terminate as provided herein, and shall only be
exercisable to the extent that it would have been exercisable on the date of his
death or his termination of Relationship due to Permanent Disability. In the
case of death, the Option may be exercised by the executor or administrator of
the Optionee's estate or the person or persons to whom the Optionee's rights
under the Option shall pass by will or by the laws of descent and distribution.


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14.     STOCK PURCHASE NOT FOR DISTRIBUTION

        Each Optionee shall, by accepting the grant of an Option under the Plan,
represent and agree, for himself and his transferees in the event of his death,
that all shares of stock purchased upon exercise of the Option will be received
and held without a view to distribution except as may be permitted by the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder. After each notice of exercise of any portion of an Option, if
requested by the Committee, the person entitled to exercise the Option shall
agree in writing that the shares of stock are being acquired in good faith
without a view to distribution.

15.     PRIVILEGES OF STOCK OWNERSHIP

        No person entitled to exercise any Option granted under the Plan shall
have any of the rights or privileges of a stockholder of the Company with
respect to any shares of Common Stock issuable upon exercise of such Option
until such person has become the holder of record of such shares. No adjustment
shall be made for dividends or distributions of rights in respect of such shares
if the record date is prior to the date on which such person becomes the holder
of record, except as provided in Section 16 hereof.

16.     ADJUSTMENTS

        (a) If the number of outstanding shares of Common Stock is increased or
decreased, or if such shares are exchanged for a different number or kind of
shares or securities of the Company, through reorganization, merger,
recapitalization, reclassification, stock dividend, stock split, combination of
shares or other transaction or change in corporate structure affecting the
Common Stock such that an adjustment is determined by the Board to be
appropriate under the Plan, the aggregate number of shares of Common Stock
subject to the Plan as provided in Section 4 hereof, the shares of Common Stock
subject to issued and outstanding Options under the Plan and the aggregate
number of shares of Common Stock with respect to which Options may be granted to
a single Optionee as provided in Section 5(c) hereof shall be appropriately and
proportionately adjusted by the Board. Any such adjustment in the outstanding
Options shall be made without change in the aggregate purchase price applicable
to the unexercised portion of the Option but with an appropriate adjustment in
the price for each share or other unit of any security covered by the Option,
provided, however, that such adjustment shall not result in the Company being
required to issue or sell any fractional shares. The Board's determination as to
which adjustments shall be made and the extent thereof shall be final, binding
and conclusive.

        (b) Notwithstanding the provisions of Section 16(a), upon the
dissolution or liquidation of the Company or upon any reorganization, merger or
consolidation with one or more corporations as a result of which the Company is
not the surviving corporation (or is a subsidiary of another corporation), or
upon a sale of all or substantially all of the assets of the Company to another
corporation or entity, the Board may take such action, if any, as it in its
discretion may deem appropriate to accelerate the time within which and the
extent to which Options may be exercised, to terminate Options at or prior to
the date of any such event or to provide for the assumption of Options by
surviving, consolidated, successor or transferee corporations.

        (c) Adjustments under this Section 16 shall be made by the Board, whose
determination as to which adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive.


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17.     AMENDMENT AND TERMINATION OF PLAN

        (a) The Board may from time to time suspend or terminate the Plan with
respect to any shares at the time not subject to Options, or amend or revise the
terms of the Plan. Amendments may be made without stockholder approval, except
as required to satisfy applicable laws or regulations or the requirements of any
stock exchange or automated quotation system on which the Common Stock is
listed.

        (b) No amendment, suspension or termination of the Plan shall, without
the consent of the Optionee, alter or impair in a manner adverse to the Optionee
any rights or obligations under any Option theretofore granted to such Optionee.

        (c) The terms and conditions of any Option granted to an Optionee may be
modified or amended only by a written agreement executed by the Optionee and the
Company; provided, however, that if any amendment or modification of an
Incentive Option would constitute a "modification, extension or renewal" within
the meaning of Section 424(h) of the Code, such amendment shall be null and void
unless the amendment contains an acknowledgment by the parties substantially in
the following form: "The parties hereto recognize and agree that this amendment
constitutes a modification, renewal or extension within the meaning of Section
424(h) of the Code, of the option granted on ."

18.     EFFECTIVE DATE OF PLAN

        The Plan shall become effective upon adoption by the Board and approval
by the Company's stockholders; provided, however, that prior to approval of the
Plan by the Company's stockholders, but after adoption by the Board, Options may
be granted under the Plan subject to obtaining the stockholders' approval of the
adoption of the Plan. Notwithstanding the foregoing, stockholders' approval must
occur no later than 12 months after the date of adoption of the Plan by the
Board.

19.     TERM OF PLAN

        No Option shall be granted pursuant to the Plan after 10 years from the
earlier of the date of adoption of the Plan by the Board or the date of approval
of the Plan by the Company's stockholders.

        The Plan was adopted by the Board on June 26, 1997 and approved by the
stockholders at the annual meeting held on August 1, 1997. This amendment and
restatement is effective as of February 25, 1998.

        IN WITNESS WHEREOF, the undersigned have executed this amended and
restated Stock Option Incentive Plan effective as of February 25, 1998.




/s/Philip D. Griffith                         /s/Michael E. McPherson
-------------------------------              -----------------------------------
Philip D. Griffith                           Michael E. McPherson
Chairman and Chief                           Senior Vice President, CFO,
Executive Officer                            Treasurer and Secretary

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