Exhibit 10(f)

                      CIRCUS CIRCUS ENTERPRISES, INC.

              AMENDED AND RESTATED 1991 STOCK INCENTIVE PLAN

                  (As Amended and Restated April 25,1997)

    1.   Purposes.  The purposes of the Circus Circus
Enterprises, Inc. Amended and Restated 1991 Stock Incentive Plan
(the Plan ) are (i) to promote the long term financial interests
and growth of Circus Circus Enterprises, Inc. (the  Company ) by
motivating executive personnel by means of growth-related
incentives, providing incentive compensation opportunities that are
competitive with those of other major corporations and furthering
the identity of interests of participants with those of the
stockholders of the Company, and (ii) to strengthen the Company s
ability to attract and retain the services of experienced and
knowledgeable non-employee directors and by encouraging such
directors to acquire an increased proprietary interest in the
Company.

    2.   Definitions.  The following definitions are
applicable to the Plan:

          Affiliate  means any entity 100 percent owned,
    directly or indirectly, by the Company and any other
    entity more than 50 percent of which is owned, directly
    or indirectly, by the Company and which is so designated
    by the Committee.

          Code  means the Internal Revenue Code of 1986, as
amended, and any successor statute.

          Committee  means a committee of two or more
    directors of the Company as shall be designated by the
    Board of Directors of the Company from time to time.  To
    the extent possible, and to the extent the Board of
    Directors deems it necessary or appropriate, each member
    of the Committee shall be a  Non-Employee Director  (as
    such term is defined in Rule 16b-3) and an  Outside
    Director  (as such term is defined in Treasury
    Regulations Section 1.162-27 promulgated under the Code). 
    The Board of Directors may from time to time remove
    members from, or add members to, the Committee. 
    Vacancies on the Committee, howsoever caused, shall be
    filled by the Board of Directors.  The Committee shall
    select one of its members as Chairman, and shall hold
    meetings at such times and places as it may determine.

          Common Stock  means the Common Stock, $.01-2/3 par
    value per share, of the Company or such other securities
    as may be substituted therefor pursuant to paragraph
    7(f).

         The  fair market value  of the Common Stock shall
    (except as otherwise provided in paragraph 6(d)) mean the
    last reported sale price of the Common Stock on the New
    York Stock Exchange Composite Tape on the day fair market
    value is to be determined and, in absence of any sale on
    such day, fair market value as the Committee shall, in
    good faith, determine.

          Eligible Director  means a member of the Company s
    Board of Directors who is not otherwise an employee of
    the Company or any subsidiary of the Company.

          Employee Participant  means any officer or other
    key employee of the Company or an Affiliate with
    managerial or supervisory responsibilities whom the
    Committee determines has contributed significantly to the
    Company s past success or is in a position to influence
    its continued success who is selected by the Committee
    (other than an employee of the Company who at the time
    that any share-value incentive is granted under the Plan
    owns or, after giving effect to the Common Stock to be
    issued or referenced under the share-value incentive and
    under all other options, warrants and similar awards with
    respect to the Company held by such employee, is deemed
    to own 10% or more of the total combined voting power or
    value of all classes of stock of the Company).

          Formula Award  means an  Initial Grant  (as
    defined) made to an Eligible Director pursuant to
    paragraph 6(b) or an  Annual Grant  (as defined) made to
    an Eligible Director pursuant to paragraph 6(c).

          Rule 16b-3  means such rule adopted under the
    Securities Exchange Act of 1934, as amended, or any
    successor rule.

    3.   Administration.  The Plan shall be administered by
the Committee. Subject to the limitations of the Plan, the
Committee shall have the sole and complete authority: (i) to select
Employee Participants in the Plan, (ii) to make share-value
incentive grants to Employee Participants in such forms and amounts
as it shall determine, (iii) to impose such limitations,
restrictions and conditions upon such share-value incentive grants
to Employee Participants as it shall deem appropriate, (iv) to
interpret the Plan and to adopt, amend and rescind administrative
guidelines and other rules and regulations relating to the Plan,
(v) to correct any defect or omission or to reconcile any
inconsistency in the Plan or in any share-value incentive granted
hereunder, and (vi) to make all other determinations and to take
all other actions necessary or advisable, in its discretion, for
the implementation and administration of the Plan. The Committee
may provide for the issuance of Common Stock to Employee
Participants as a stock grant for no consideration other than
services rendered or, to the extent permitted by applicable State
law, to be rendered. The Committee s determinations on matters
within its authority shall be conclusive and binding upon the
Company and all other persons. All expenses associated with the
Plan shall be borne by the Company, subject to such allocation to
its Affiliates and operating units as it deems appropriate. The
Committee may amend or modify any share-value incentive grant to an
Employee Participant in any manner to the extent that the Committee
would have had the authority under the Plan to initially make such
share-value incentive grant, but no such amendment or modification
shall impair the rights of any Employee Participant under any
share-value incentive grant without the consent of such Employee
Participant.

    4.   Limitation on Aggregate Shares.  The number of
shares of Common Stock with respect to which share-value incentives
may be granted to Employee Participants and Formula Awards may be
made to Eligible Directors under the Plan and which may be issued
upon the exercise or payment thereof shall not exceed, in the
aggregate, 3,000,000 shares, and the number of such shares which
shall be available for issuance pursuant to Formula Awards made to
Eligible Directors under the Plan shall be 525,000; provided,
however, that to the extent any share-value incentives granted to
Employee Participants or Formula Awards made to Eligible Directors
expire unexercised or unpaid or are canceled, terminated or
forfeited in any manner without the issuance of shares of Common
Stock thereunder, such shares shall again be available under the
Plan. To the extent a restricted stock grant or performance shares
grant to an Employee Participant is exercised for cash, it shall be
treated as an issuance of a number of shares equal to the number of
shares upon which the restricted stock grant or performance shares
grant was based so as to reduce shares otherwise available for the
future issuance under the Plan. The 3,000,000 shares of Common
Stock which may be the subject of awards pursuant to the Plan may
be either authorized and unissued shares, treasury shares, or a
combination thereof, as the Committee shall determine.

    5.   Share-Value Incentives.  The Committee may grant to
Employee Participants, in accordance with this paragraph 5 and
other provisions of the Plan, stock options, restricted stock and
performance shares.

    (a)  Options.

         (i)  Options granted to an Employee Participant
    under the Plan may be incentive stock options within the
    meaning of Section 422 of the Code or any successor
    provisions, or in such other form, consistent with the
    Plan, as the Committee may determine.
    
         (ii) The option price per share of Common Stock for
    an option granted to an Employee Participant shall be
    fixed by the Committee at not less than 100% of the fair
    market value of a share of Common Stock on the date of
    grant.
    
         (iii) Options granted to an Employee Participant
    shall be exercisable at such time or times as the
    Committee shall determine at or subsequent to grant.

         (iv) Options granted to an Employee Participant
    shall be exercised in whole or in part by written notice
    to the Company (to the attention of the Company s
    Corporate Secretary), signed by the Employee Participant
    exercising the option, stating the number of shares of
    Common Stock with respect to which the option is being
    exercised and accompanied by payment in full of the
    option price. Payment of the option price for an option
    granted to an Employee Participant may be made, at the
    discretion of the optionee, and to the extent permitted
    by the Committee, (A) in cash (including check, bank
    draft, or money order), (B) in Common Stock (valued at
    the fair market value thereof on the date of exercise),
    (C) by a combination of cash and Common Stock or (D) with
    any other consideration deemed acceptable by the
    Committee. The date both such notice and payment are
    received by the office of the Corporate Secretary of the
    Company shall be the date of exercise of the option as to
    the number of shares specified.

    (b)  Restricted Stock.

         (i)  The Committee may transfer to any Employee
    Participant shares of Common Stock, subject to this
    paragraph 5(b) and such other terms and conditions
    (including, without limitation, performance goals similar
    to those described in paragraph 5(c)) as the Committee
    may prescribe (such shares being called  restricted
    stock ). Each certificate for restricted stock shall be
    registered in the name of the Employee Participant and
    deposited, together with a stock power endorsed in blank,
    with the Company.

         (ii) There shall be established for each restricted
    stock grant to an Employee Participant one or more
    restriction periods of such length as shall be determined
    by the Committee. No restriction period shall exceed 10
    years from the date of the grant. Shares of restricted
    stock may not be sold, assigned, transferred, pledged or
    otherwise encumbered, except as hereinafter provided,
    during the applicable restriction period. Except for such
    restrictions on transfer and such other restrictions as
    the Committee may impose, the Employee Participant shall
    have all the rights of a holder of Common Stock as to
    such restricted stock. The Committee, in its sole
    discretion, may permit or require the payment of cash
    dividends to be deferred and, if the Committee so
    determines, reinvested in additional restricted stock or
    otherwise invested. At the expiration of each restriction
    period, the Company shall redeliver to the Employee
    Participant (or the Employee Participant s legal
    representative or designated beneficiary) certificates
    deposited pursuant to this paragraph representing the
    shares with respect to which the applicable restrictions
    and conditions have been satisfied.

         (iii)     Except as provided by the Committee at the
    time of grant or otherwise, upon termination of
    employment of an Employee Participant for any reason
    during a restriction period applicable to restricted
    stock of such Employee Participant, all shares still
    subject to restriction shall be forfeited by the Employee
    Participant.

    (c)   Performance Shares.   Performance shares, measured
in whole or in part by the value of shares of Common Stock, the
performance of the participant, the performance of the Company, its
subsidiaries or any separate business units or properties thereof,
or any combination thereof, may be granted to Employee Participants
under the Plan. Such share-value incentives may be payable in
Common Stock, cash or both, and shall be subject to such
restrictions and conditions, as the Committee shall determine. At
the time of a performance shares grant to an Employee Participant,
the Committee shall determine, in its sole discretion, one or more
performance periods and performance goals to be achieved during the
applicable performance periods. No performance period shall exceed
10 years from the date of the grant. A performance shares grant to
an Employee Participant may be made subject to such later revisions
as the Committee shall deem appropriate to reflect significant
unforeseen events such as changes in laws, regulations or
accounting practices, or unusual or nonrecurring items or
occurrences. The Committee shall determine the extent to which
performance goals have been attained or a degree of achievement
between maximum and minimum levels in order to evaluate the level
of payment to be made, if any.

    (d)  Time Limit.  No share-value incentive granted to an
Employee Participant under the Plan shall be subject to exercise
beyond and no conditions or performance goals shall be susceptible
of satisfaction beyond a period of 10 years after the date of the
grant thereof.

    6.   Formula Awards to Eligible Directors.

    (a)  General.  Each Formula Award granted under the Plan
shall be evidenced by an agreement (an  Agreement ) duly executed
on behalf of the Company and by the Eligible Director to whom such
Formula Award is granted and dated as of the applicable date of
grant. Each Agreement shall be signed on behalf of the Company by
an officer or officers delegated such authority by the Committee
using either manual or facsimile signature. Each Agreement shall
comply with and be subject to the terms and conditions of the Plan.
Any Agreement may contain such other terms, provisions and
conditions not inconsistent with the Plan or this paragraph 6 as
may be determined by the Committee. All Formula Awards granted
under the Plan shall be non-statutory options not intended to
qualify under Section 422 of the Code.

    (b)  Initial Grants.  Subject to the limitation in
paragraph 6(n), an option to purchase 7,500 shares of Common Stock
pursuant to clause (i) of this paragraph 6(b) or 10,000 shares of
Common Stock pursuant to clause (ii) of this paragraph 6(b), as the
case may be (as adjusted in each case pursuant to paragraph 6(1))
(and in the case of each grant pursuant to clause (i) of this
paragraph 6(b), multiplied by the number of consecutive annual
meetings of the Company s stockholders, including the annual
meeting at which stockholders approve an amendment to the Plan
providing for the grant of Formula Awards, at which the Eligible
Director in question was elected to serve as a Director of the
Company and/or after which he continued to be a Director of the
Company) shall be granted to:

         (i)  each member of the Company s Board of Directors
    (a  Director ) who is an Eligible Director immediately
    following the annual meeting of the Company s
    stockholders at which stockholders approve an amendment
    to the Plan providing for the grant of Formula Awards,
    and

         (ii) each other Eligible Director immediately
    following the annual meeting of the Company s
    stockholders at which such Director is first elected or
    immediately following the first annual meeting of the
    Company s stockholders after such Eligible Director is
    first elected or appointed by the Company s Board of
    Directors to be a Director, whichever is applicable
    (each, an  Initial Grant ); provided, however, that if an
    Eligible Director who previously received an Initial
    Grant pursuant to this paragraph 6(b) terminates service
    as a Director and is subsequently elected or appointed to
    the Company s Board of Directors, such Director shall not
    be eligible to receive a second Initial Grant pursuant to
    this paragraph 6(b), but shall be eligible to receive
    only Annual Grants (as defined) pursuant to paragraph
    6(c).

    (c)  Annual Grants.  Subject to the limitation in
paragraph 6(n), an option to purchase 10,000 shares of Common Stock
(as adjusted pursuant to paragraph 6(1)) shall be granted
automatically each year, immediately following the annual meeting
of the Company s stockholders, to each Director who is an Eligible
Director at such time and who is not entitled to receive an Initial
Grant pursuant to paragraph 6(b) immediately following such annual
meeting (each, an  Annual Grant ).

    (d)  Formula Award Exercise Price.  The exercise price
per share for an Initial Grant or an Annual Grant shall be the
average of the Fair Market Values (as hereinafter defined) for the
fifth (5th) through the ninth (9th) business days (which, for
purposes of this paragraph 6(d) shall mean those days on which the
New York Stock Exchange is open for trading) following the date of
grant. For purposes of the preceding sentence,  Fair Market Value 
equals the mean of the high and low per share trading prices for
the Common Stock as reported in The Wall Street Journal for New
York Stock Exchange Composite Transactions.

    (e)  Vesting and Exercisability.  Except as otherwise
provided in paragraph 6(h), a Formula Award shall vest and become
non-forfeitable when, and only if, the optionee continues to serve
as a Director until the first annual meeting of the Company s
stockholders held following the year in which the option was
granted. Except as otherwise provided in paragraph 6(h), a Formula
Award shall thereafter become exercisable according to the
following schedule:

     Period of Optionee s Continuous         Portion of Formula
     Service as a Director of the                   Award that is
     Company                                   Exercisable      

From the First Annual Meeting of
 Stockholders subsequent to the grant to
 the second Annual Meeting of Stockholders 
 subsequent to the grant . . . . . . . . . .                40%
From the second Annual Meeting of Stockholders
 subsequent to the grant to the third 
 Annual Meeting of Stockholders subsequent to
 the grant . . . . . . . . . . . . . . . . .                70%
From the third Annual Meeting of Stockholders
 subsequent to the grant to the expiration
 of the term of the Formula Award. . . . . .               100%

    (f)  Time and Manner of Exercise.  Except as otherwise
provided in this paragraph 6(f), any vested Formula Award, to the
extent the same is exercisable in accordance with paragraph 6(e),
is exercisable in whole or in part at any time or from time to time
until the expiration or termination of its term in accordance with
paragraph 6(h) by giving written notice, signed by the person
exercising the Formula Award, to the Company (to the attention of
the Company s Corporate Secretary) stating the number of shares of
Common Stock with respect to which the Formula Award is being
exercised, accompanied by payment in full of the option exercise
price for the number of shares of Common Stock to be purchased. The
date both such notice and payment are received by the office of the
Secretary of the Company shall be the date of exercise of the
Formula Award as to such number of shares. Notwithstanding any
provision to the contrary, no Formula Award may at any time be
exercised with respect to a fractional share.

    (g)  Payment of Exercise Price.  Payment of the exercise
price for a Formula Award may be in cash or by bank-certified,
cashier s, or personal check or, to the extent permitted by the
Committee, payment may be in whole or in part by

         (i)  transfer to the Company of shares of the Common
    Stock having a Fair Market Value (as defined in paragraph
    6(d)) on the date of exercise equal to the exercise
    price, or

         (ii) delivery of instructions to the Company to
    withhold from the shares of Common Stock that would
    otherwise be issued on the exercise that number of such
    shares having a Fair Market Value (as defined in
    paragraph 6(d)) equal to the exercise price.

    If the Fair Market Value (as defined in paragraph 6(d))
of the number of whole shares of Common Stock transferred or the
number of whole shares of Common Stock withheld is less than the
total exercise price, the shortfall must be paid in cash.

    (h)  Term of Formula Awards.  Each Formula Award shall
expire ten (10) years from its date of grant, but shall be subject
to earlier termination as follows:

         (i)  In the event of the termination of a Formula
    Award holder s service as a Director, other than by
    reason of retirement, total and permanent disability, or
    death, the then-outstanding Formula Awards of such holder
    (whether or not then vested and whether or not then
    exercisable) shall automatically expire on (and may not
    be exercised on) the effective date of such termination.
    For purposes of this paragraph 6(h), the phrase  by
    reason of retirement  means (a) mandatory retirement
    pursuant to Board policy or (b) termination of service at
    a time when the holder would be entitled to a retirement
    benefit under the Circus Circus Employees  Profit Sharing
    and Investment Plan, as then in effect, if the holder
    were an employee of the Company.

         (ii) In the event of the termination of a Formula
    Award holder s service as a Director by reason of
    retirement or total and permanent disability, the then-
    outstanding Formula Awards of such holder that have
    vested pursuant to paragraph 6(e) (including, without
    limitation, any Formula Awards or portions thereof which
    vest in accordance with paragraph 6(e) on the date of
    termination) shall become exercisable, to the full extent
    of the number of shares of Common Stock remaining covered
    by such Formula Awards, regardless of whether such
    Formula Awards were previously exercisable, and each such
    Formula Award shall expire one year after the date of
    such termination or on the stated grant expiration date,
    whichever is earlier.

         (iii)     In the event of the death of a Formula
    Award holder while such holder is a Director, the then
    outstanding Formula Awards of such holder that have
    vested pursuant to paragraph 6(e) (including, without
    limitation, any Formula Awards or portions thereof which
    vest in accordance with paragraph 6(e) on the date of
    death) shall become exercisable, to the full extent of
    the number of shares of Common Stock remaining covered by
    such Formula Awards, regardless of whether such Formula
    Awards were previously exercisable, and each such Formula
    Award shall expire one year after the date of death of
    such optionee or on the stated grant expiration date,
    whichever is earlier.

    Exercise of a deceased holder s Formula Awards that are
still exercisable shall be by the estate of such holder or by the
person or persons to whom the holder s rights have passed by will
or the laws of descent and distribution.

    (i)  Transferability.  The right to exercise a Formula
Award granted under the Plan shall, during the lifetime of the
Eligible Director to whom such Formula Award was granted, be
exercisable only by such recipient or pursuant to a qualified
domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act, or the rules thereunder (a
 QDRO ) and shall not be assignable or transferable by such
recipient other than by will or the laws of descent and
distribution or a QDRO. Any purported transfer contrary to this
provision will be null and void and without effect.

    (j)  Limitation of Rights.  Neither the recipient of a
Formula Award under the Plan nor the recipient s successor or
successors in interest shall have any rights as a stockholder of
the Company with respect to any shares of Common Stock subject to
a Formula Award granted to such person until the date of issuance
of a stock certificate for such shares of Common Stock.

    (k)  Limitation as to Directorship.  Neither the Plan,
nor the granting of a Formula Award, nor any other action taken
pursuant to the Plan shall constitute or be evidence of any
agreement or understanding, express or implied, that an Eligible
Director has a right to continue as a Director for any period of
time or at any particular rate of compensation.

    (1)  Capital Adjustments.  The number and class of shares
with respect to which a Formula Award may be granted to an Eligible
Director under the Plan, the number and class of shares subject to
each outstanding Formula Award, and the exercise price per share
specified in each such Formula Award shall be proportionately
adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a split-up or consolidation
of shares or any like capital adjustment or the payment of any
stock dividend, or other increase or decrease in the number of such
shares effected without receipt of consideration by the Company.
For purposes of the preceding sentence, the Company shall be deemed
to have received consideration for any shares issued pursuant to
this or any other employee benefit plan meeting the requirements of
Rule 16b-3.

    (m)  Limit on Awards to Eligible Directors. 
Notwithstanding any provision of the Plan to the contrary, an
Eligible Director shall not be entitled to receive or participate
in any award under the Plan other than Formula Awards which are
granted to such Eligible Director pursuant to paragraphs 6(b) and
6(c) and meet all of the requirements of paragraph 6 applicable
thereto.

    (n)  Termination of Formula Awards.  Notwithstanding any
provision to the contrary, no Formula Award shall be granted
pursuant to paragraph 6(b) or 6(c) on a date when the number of
shares of Common Stock authorized for issuance pursuant to the Plan
and then available for issuance pursuant to new Formula Awards is
less than the aggregate number of such shares which would be
issuable pursuant to Formula Awards otherwise required to be
granted on such date, assuming the full vesting and exercise of
such Formula Awards. In the event Formula Awards are not granted as
a result of the application of this paragraph 6(n), no Formula
Awards shall thereafter be granted pursuant to the Plan.

    (o) Conflicting Provisions.  In the event of any conflict
between a provision of this paragraph 6 and a provision in any
other paragraph of the Plan with respect to Formula Awards, such
provision of this paragraph 6 shall be deemed to control.

    7.   Miscellaneous Provisions.

    (a)  Effective Date and Term.  The Plan is effective as
of the date it is adopted by the holders of at least a majority of
the outstanding shares of the Company s Common Stock present in
person or by proxy and entitled to vote at the Company s 1991
Annual Meeting of Stockholders. Unless extended by the stockholders
of the Company and subject to paragraph 7(k), this Plan shall
expire upon the expiration of a ten-year period commencing on the
effective date of the Plan, however, the Plan shall continue
thereafter to govern all awards granted before that date until the
exercise, expiration or cancellation of such awards.

    (b)  Rights as Stockholder.  An Employee Participant
under the Plan shall have no right as a holder of the Company s
Common Stock with respect to share-value incentives granted
hereunder, and an Eligible Director shall have no right as a holder
of the Company s Common Stock with respect to Formula Awards
granted hereunder, unless and until certificates for shares of the
Company s Common Stock are issued to the Employee Participant or
Eligible Director, as the case may be. Common Stock issued to an
Employee Participant pursuant to a share-value incentive grant
shall nevertheless be subject to such limitations and restrictions
contained in the agreement with respect to the grant.

    (c)  Funding of the Plan.  The Plan shall be unfunded.
The Company shall not be required to establish any special or
separate fund or to make any other segregation of assets to assure
the payment of any share value incentive grant or Formula Award
under the Plan.

    (d)  Agreements.  Each share-value incentive granted to
an Employee Participant under the Plan shall be evidenced by an
agreement in such form and containing such terms and conditions
(not inconsistent with the Plan) as the Committee shall determine
in its sole discretion.

    (e)  Non-Transferability.  No share-value incentive grant
to an Employee Participant under the Plan, and no interest therein,
shall be transferable by the Employee Participant otherwise than by
will or the laws of descent and distribution or pursuant to a QDRO.
All share-value incentive grants to an Employee Participant shall
be exercisable or received during the Employee Participant s
lifetime only by the Employee Participant or pursuant to a QDRO.
Any purported transfer contrary to this provision will be null and
void and without effect.

    (f)  Adjustments Upon Certain Changes.  In the event of
a merger, consolidation, reorganization, recapitalization, spinoff,
stock dividend or stock split, or combination or other increase or
reduction in the number of issued shares of Common Stock, or
extraordinary cash dividend or any other similar event, the Board
of Directors or the Committee may, in order to prevent the dilution
or enlargement of rights under share-value incentive grants or
Formula Awards, make such adjustments in the number and type of
shares authorized by the Plan, the number and type of shares
covered by, or with respect to which payments are measured under,
outstanding share-value incentive grants and the exercise prices
specified therein as may be determined to be appropriate and
equitable.

    (g)  Tax Withholding.  The Committee shall have the power
to withhold, or require an Employee Participant to remit to the
Company, an amount sufficient to satisfy any withholding or other
tax due with respect to any amount payable and/or shares issuable
under the Plan, and the Committee may defer such payment or
issuance unless indemnified to its satisfaction. Subject to the
consent of the Committee, an Employee Participant may make an
irrevocable election to have shares of Common Stock otherwise
issuable under a share-value incentive grant withheld, tender back
to the Company shares of Common Stock received pursuant to a share-
value incentive grant or deliver to the Company previously acquired
shares of Common Stock having a fair market value sufficient to
satisfy all or part of the participant s estimated tax obligations
associated with the transaction. Such election must be made by an
Employee Participant prior to the date on which the relevant tax
obligation arises. The Committee may disapprove of any election and
may limit, suspend or terminate the right of an Employee
Participant to make such elections.

    (h)  Listing and Legal Compliance.  The Committee may
suspend the exercise or payment of any share value incentive grant
or Formula Award so long as it determines that securities exchange
listing, or any registration, approval or other action under any
gaming or securities laws or regulations, is required in connection
therewith and has not been completed on terms acceptable to the
Committee. The Committee shall have the right to condition any such
issuance or transfer upon receipt by the Company of written
undertakings to comply with such restrictions on subsequent
disposition of such shares as the Committee or the Company shall
reasonably deem necessary or advisable as a result of any
applicable law, regulation or official interpretations thereof, and
certificates representing such shares may be legended to reflect
any such restrictions or may be made subject to a stop transfer
restriction with the Company s transfer agent.

    (i)  Beneficiary Designation.  Subject to paragraphs 6(i)
and 7(e), each Employee Participant and Eligible Director may name,
from time to time, beneficiaries (who may be named contingently or
successively) to whom benefits under the Plan are to be paid in the
event of such Employee Participant s or Eligible Director s death
before they receive any or all such benefits. Each designation will
revoke all prior designations by the same Employee Participant or
Eligible Director, shall be in a form prescribed by the Committee,
and will be effective only when filed by the Employee Participant
or Eligible Director in writing with the Committee during the
Employee Participant s or Eligible Director s lifetime. In the
absence of any such designation, vested benefits remaining unpaid
at the Employee Participant s or Eligible Director s death shall be
paid to the Employee Participant s or Eligible Director s estate.

    (j)  Rights of Participants.  Nothing in the Plan shall
interfere with or limit in any way the right of the Company or any
subsidiary to terminate any Employee Participant s employment at
any time, nor confer upon any Employee Participant any right to
continue in the employ of the Company or any subsidiary for any
period of time or to continue his or her present or any other rate
of compensation. No employee shall have a right to be selected as
an Employee Participant, or, having been so selected, to be
selected again as an Employee Participant, except as may be
provided in any written agreement between the Company and such
employee.

    (k)  Amendment, Suspension and Termination of Plan.  The
Board of Directors may amend, terminate or suspend the Plan at any
time, in its sole and absolute discretion; provided, however, that
if required to qualify the Plan under Rule 16b-3, no amendment
shall be made more than once every six (6) months that would change
the amount, price or timing of Formula Awards (or any other
provision of the Plan the amendment of which would cause the Plan
to fail to qualify under Rule 16b-3), other than to comport with
changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act, or the rules and
regulations promulgated thereunder; and provided, further, that no
amendment shall be made without the approval of the Company s
stockholders that would 

         (i)  materially increase the number of shares of
    Common Stock that may be issued under the Plan, or

         (ii) otherwise materially increase the benefits
    accruing to participants under the Plan.

    No amendment, suspension or termination of the Plan shall
impair the rights of Employee Participants under outstanding share-
value incentive grants or Eligible Directors under Formula Awards
without the consent of the Employee Participants and/or Eligible
Directors affected thereby or make any change that would disqualify
the Plan, or any other plan of the Company intended to be so
qualified, from the exemption provided by Rule 16b-3.

    (1)  Misconduct.  In the event that an Employee
Participant (i) shall cease to be employed by the Company or a
subsidiary because of his discharge for dishonesty, or because he
violated any material provision of any employment or other
agreement between him and the Company or a subsidiary, or (ii)
shall voluntarily resign or terminate his employment with the
Company or a subsidiary under or followed by such circumstances as
would constitute a breach of any material provision of any
employment or other agreement between him and the Company or a
subsidiary, or (iii) shall have committed an act of dishonesty not
discovered by the Company or a subsidiary prior to the cessation of
his employment with the Company or a subsidiary, but which would
have resulted in his discharge if discovered prior to such date, or
(iv) shall, either before or after cessation of his employment with
the Company or a subsidiary, without the written consent of the
Company or a subsidiary, use (except for the benefit of the Company
or a subsidiary) or disclose to any other person any confidential
information relating to the continuation or proposed continuation
of the business or any trade secrets of the Company or a subsidiary
obtained as a result of or in connection with such employment, or
(v) shall, either before or after the cessation of his employment
with the Company or a subsidiary, without the written consent of
the Company or a subsidiary, directly or indirectly, give advice
to, or serve as an employee, director, officer, or trustee of, or
in any similar capacity with, or otherwise directly or indirectly
participate in the management, operation, or control of, or have
any direct or indirect financial interest in, any corporation,
partnership, or other organization which directly or indirectly
competes in any respect with the Company or its subsidiaries, or
(vi) shall cease to be employed by the Company or a subsidiary
because of his inability to continue as an employee under any law
or governmental regulation, including any Nevada gaming law or
regulation, or (vii) shall voluntarily resign or terminate his
employment with the Company or a subsidiary under or followed by
such circumstances as would have rendered him unable to have
continued as an employee under any law or governmental regulation,
including any Nevada gaming law or regulation, then forthwith from
the happening of any such event, any share-value incentive grant
then held by such Employee Participant shall terminate and become
void to the extent that, in the case of a stock option, it then
remains unexercised and, in the case of any other share-value
incentive grant, any condition or performance goal under it then
has not been met or satisfied. Additional forfeiture provisions may
be included within the terms of any share-value incentive grant to
an Employee Participant as may be determined by the Committee in
its discretion.

    (m)  Governing Law.  The validity and construction of the
Plan, its rules and regulations and any agreements entered into
thereunder shall be governed by the laws of the State of Nevada
(but not including choice of law rules thereof).