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                                                                   EXHIBIT 10.47

                         HORSESHOE GAMING HOLDING CORP.

                              EQUITY INCENTIVE PLAN

Section 1. PURPOSE OF THE PLAN

         The purpose of the Horseshoe Gaming Holding Corp. Equity Incentive Plan
(the "Plan") is to further the interests of Horseshoe Gaming Holding Corp. (the
"Corporation") and its shareholders by providing long-term performance
incentives to those key employees of the Corporation and its Subsidiaries who
are largely responsible for the management, growth and protection of the
business of the Corporation and its Subsidiaries.

Section 2. DEFINITIONS

                  For purposes of the Plan, the following terms shall be defined
as set forth below:

         (a)      "Affiliate" means (i) any Person directly or indirectly
                  controlling or controlled by or under direct or indirect
                  common control with the Company or any of its Subsidiaries,
                  including, without limitation, Jack Binion, Peri Cope Howard
                  and Phyllis Cope, (ii) any spouse, immediate family member or
                  relative of any person described in clause (i) above, (iii)
                  any trust in which any person described in clause (i) or (ii)
                  above has a beneficial interest, and (iv) any trust
                  established by any person described in clause (i) or (ii)
                  above, whether or not such person has a beneficial interest in
                  such trust. For purposes of this definition, the term
                  "control" means (a) the power to direct the management and
                  policies of a person, directly or through one or more
                  intermediaries, whether through the ownership of voting
                  securities, by contract, or otherwise or (b) the beneficial
                  ownership of 10% or more of any class of Voting Equity
                  Interests of a person.

         (b)      "Award" means any Option, SAR (including a Limited SAR),
                  Restricted Common Stock, Common Stock granted as a bonus or in
                  lieu of other awards, other Common Stock-Based Award, Tax
                  Bonus or other cash payments granted to a Participant under
                  the Plan.

         (c)      "Award Agreement" shall mean the written agreement, instrument
                  or document evidencing an Award.

         (d)      "Capital Stock" means, with respect to any corporation, any
                  and all shares, interests, rights to purchase (other than
                  convertible or exchangeable Indebtedness that is not itself
                  otherwise capital stock), warrants, options, participations or
                  other equivalents of or interests (however designated) in
                  stock issued by that corporation.


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         (e)      "Change of Control" means and includes each of the following
                  occurring after the effective date of this Plan:

                  (i) prior to the completion of an Initial Public Offering by
                  the Corporation, the failure at any time of Excluded Persons
                  as a group to own and control at least 40% of the issued and
                  outstanding Equity Interests of the Company;

                  (ii) after the completion of an Initial Public Offering by the
                  Corporation, the acquisition, in one or more transactions, of
                  beneficial ownership by (i) any person or entity (other than
                  an Excluded Person) or (ii) any group of persons or entities
                  (excluding any group in which Excluded Persons beneficially
                  own in the aggregate at least 75% of the equity and voting
                  interests beneficially owned by the group) who constitute a
                  group (within the meaning of Section 13(d)(3) of the Exchange
                  Act), in either case, of Equity Interests of the Corporation
                  such that, as a result of such acquisition, such person,
                  entity or group beneficially owns (within the meaning of Rule
                  13d-3 under the Exchange Act), directly or indirectly, 30% or
                  more of the voting power of Equity Interests of the
                  Corporation entitled to vote in the election of directors of
                  the Company then outstanding; provided, however, that no
                  Change of Control shall be deemed to have occurred if (x)
                  Excluded Persons beneficially own, in the aggregate, at such
                  time, a greater percentage of the total voting power of Equity
                  Interests of the Corporation entitled to vote in the election
                  of directors of the Corporation than such other person, entity
                  or group or (y) at the time of such acquisition, Excluded
                  Persons (or any of them) possess the ability (by contract or
                  otherwise) to elect, or cause the election of, a majority of
                  the members of the Board of Directors of the Corporation;

                  (iii) any merger or consolidation of the Corporation with or
                  into any person or any sale, transfer or other conveyance,
                  whether direct or indirect, of all or substantially all assets
                  of the Corporation, on a consolidated basis, in one
                  transaction or a series of related transactions, if
                  immediately after giving effect to such transaction or
                  transactions, any person or group (excluding any group in
                  which Excluded Persons beneficially own in the aggregate at
                  least 75% of the equity and voting interests beneficially
                  owned by the group) is or becomes the beneficial owner,
                  directly or indirectly, of 30% or more of the total voting
                  power of Equity Interests of the surviving or transferee
                  person; provided, however, that no Change of Control shall be
                  deemed to have occurred if (A) Excluded Persons beneficially
                  own, in the aggregate, at such time, (x) 40% or more of the
                  total voting power of Equity Interests of the surviving or
                  transferee person and (y) a greater percentage of the total
                  voting power of Equity Interests of the surviving or
                  transferee Person than such other person or group or (B) after
                  giving effect to such transaction, Excluded Persons (or any of
                  them) possess the ability (by contract or otherwise) to elect,
                  or cause the election of, a majority of the members of the
                  Board of Directors of the Company;

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                  (iv) during any period of 12 consecutive months after the
                  effective date of the Plan, individuals who at the beginning
                  of any such 12-month period constituted the Board of Directors
                  of the Company (together with any new directors whose election
                  by such Board of Directors or whose nomination for election by
                  shareholders of the Company was approved by a vote of a
                  majority of the directors then still in office who were either
                  directors at the beginning of such period or whose election or
                  nomination for election was previously so approved, including
                  new directors designated in or provided for in an agreement
                  regarding the merger, consolidation or sale, transfer or other
                  conveyance, of all or substantially all of the assets of the
                  Company, if such agreement was approved by a vote of such
                  majority of directors), cease for any reason to constitute a
                  majority of the Board of Directors of the Company then in
                  office, or

                  (v) the Company adopts a plan of liquidation.

         (f)      "Code" means the Internal Revenue Code of 1986, as amended
                  from time to time.

         (g)      "Equity Interest" of any person means any shares, interests,
                  participations or other equivalents (however designated) in
                  such person's equity, and shall in any event include any
                  Capital Stock issued by, or partnership, participation or
                  membership interests in, such Person.

         (h)      "Exchange Act" means the Securities Exchange Act of 1934, as
                  amended from time to time.

         (i)      "Excluded Person" means (a) Jack Binion, (b) Phyllis Cope, (c)
                  Peri Cope Howard, or (d) any Affiliate (where the
                  determination of Affiliate is made without reference to clause
                  (b) of the definition of such term) of the persons described
                  in clause (a), (b) or (c) above.

         (j)      "Fair Market Value" means, with respect to Common Stock,
                  Awards, or other property, the fair market value of such
                  Common Stock, Awards, or other property determined by such
                  methods or procedures as shall be established from time to
                  time by the Board in good faith and in accordance with
                  applicable law. Unless and until determined otherwise by the
                  Board, the Fair Market Value of Common Stock shall be
                  determined pursuant to the methodology and procedures set
                  forth on Exhibit A to this Plan.

         (k)      "Initial Public Offering" or "IPO" means a bona fide
                  underwritten initial public offering of Capital Stock of the
                  Company for cash pursuant to an effective registration under
                  the Securities Act.

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         (l)      "Limited SAR" means an SAR exercisable only for cash upon a
                  Change of Control or other event, as specified by the Board.

         (m)      "Option" means a right granted to a Participant pursuant to
                  Section 6(b) to purchase Common Stock at a specified price
                  during specified time periods.

         (n)      "Restricted Common Stock" means Common Stock awarded to a
                  Participant pursuant to Section 6(c) that may be subject to
                  certain restrictions and to a risk of forfeiture.

         (o)      "SAR" or "Common Stock Appreciation Right" means the right
                  granted to a Participant pursuant to Section 6(d) to be paid
                  an amount measured by the appreciation in the Fair Market
                  Value of Common Stock from the date of grant to the date of
                  exercise of the right, with payment to be made in cash, Common
                  Stock or as specified in the Award, as determined by the
                  Board.

         (p)      "Subsidiary" shall mean any corporation, partnership, joint
                  venture or other business entity of which 50% or more of the
                  outstanding voting power is beneficially owned, directly or
                  indirectly, by the Corporation.

         (q)      "Tax Bonus" means a payment in cash in the year in which an
                  amount is included in the gross income of a Participant in
                  respect of an Award of an amount equal to the federal,
                  foreign, if any, and applicable state and local income and
                  employment tax liabilities payable by the Participant as a
                  result of (i) the amount included in gross income in respect
                  of the Award and (ii) the payment of the amount in this clause
                  (ii). For purposes of determining the amount to be paid to the
                  Participant pursuant to the preceding sentence, the
                  Participant shall be deemed to pay federal, foreign, if any,
                  and state and local income taxes at the highest marginal rate
                  of tax imposed upon ordinary income for the year in which an
                  amount in respect of the Award is included in gross income,
                  after giving effect to any deductions therefrom or credits
                  available with respect to the payment of any such taxes.

Section 3. ADMINISTRATION OF THE PLAN

         The Plan shall be administered by the Board of Directors of the
Corporation (the "Board"). Any action of the Board in administering the Plan
shall be final, conclusive and binding on all persons, including the
Corporation, its Subsidiaries, employees, Participants, persons claiming rights
from or through Participants and members of the Corporation.

         Subject to the provisions of the Plan, the Board shall have full and
final authority in its discretion: (a) to select the key employees who will
receive Awards pursuant to the Plan ("Participants"); (b) to determine the type
or types of Awards to be granted to each Participant; (c) to determine the
number of shares of Common Stock to which an Award will relate, the terms and
conditions of any Award granted under the Plan (including, but not limited to,
restrictions as to

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transferability or forfeiture, exercisability or settlement of an Award and
waivers or accelerations thereof, and waivers of or modifications to performance
conditions relating to an Award, based in each case on such considerations as
the Board shall determine) and all other matters to be determined in connection
with an Award; (d) to determine whether, to what extent, and under what
circumstances an Award may be settled, or the exercise price of an Award may be
paid, in cash, Common Stock, other Awards or other property, or an Award may be
canceled, forfeited, or surrendered; (e) to determine whether, and to certify
that, performance goals to which the settlement of an Award is subject are
satisfied; (f) to correct any defect or supply any omission or reconcile any
inconsistency in the Plan, and to adopt, amend and rescind such rules and
regulations as, in its opinion, may be advisable in the administration of the
Plan; and (g) to make all other determinations as it may deem necessary or
advisable for the administration of the Plan.

Section 4. PARTICIPATION IN THE PLAN

         Participants in the Plan shall be selected by the Board from among the
key employees of the Corporation and its Subsidiaries.

Section 5. PLAN LIMITATIONS; COMMON STOCK SUBJECT TO THE PLAN

         Subject to the provisions of Section 8(a) hereof, the aggregate number
of shares of the Class A Common Stock, $0.01 par value, of the Corporation (the
"Common Stock") available for issuance as Awards under the Plan shall not exceed
2,500 shares of Common Stock.

         No Award may be granted if the number of shares of Common Stock to
which such Award relates, when added to the number of shares of Common Stock
previously issued under the Plan and the number of shares of shares of Common
Stock which may then be acquired pursuant to other outstanding, unexercised
Awards, exceeds the number of shares of Common Stock available for issuance
pursuant to the Plan. If any shares of Common Stock subject to an Award are
forfeited or such Award is settled in cash or otherwise terminates for any
reason whatsoever without an actual distribution of shares of Common Stock to
the Participant, any shares of Common Stock counted against the number of shares
of Common Stock available for issuance pursuant to the Plan with respect to such
Award shall, to the extent of any such forfeiture, settlement, or termination,
again be available for Awards under the Plan; provided, however, that the Board
may adopt procedures for the counting of shares of Common Stock relating to any
Award to ensure appropriate counting, avoid double counting, and provide for
adjustments in any case in which the number of shares of Common Stock actually
distributed differs from the number of shares of Common Stock previously counted
in connection with such Award.

Section 6. AWARDS

         (a) General. Awards may be granted on the terms and conditions set
forth in this Section 6. In addition, the Board may impose on any Award or the
exercise thereof, at the date of grant or thereafter (subject to Section 8(a)),
such additional terms and conditions, not inconsistent with the

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provisions of the Plan, as the Board shall determine, including terms requiring
forfeiture of Awards in the event of termination of employment by the
Participant; provided, however, that the Board shall retain full power to
accelerate or waive any such additional term or condition as it may have
previously imposed. All Awards shall be evidenced by an Award Agreement.

         (b) Options. The Board may grant Options to Participants on the
following terms and conditions:

             (i) Exercise Price. The exercise price of each Option shall be
determined by the Board at the time the Option is granted, but (except as
provided in Section 7(a)) the exercise price of any Option shall not be less
than the Fair Market Value of the Common Stock covered thereby at the time the
Option is granted.

             (ii) Time and Method of Exercise. The Board shall determine the
time or times at which an Option may be exercised in whole or in part, whether
the exercise price shall be paid in cash or by the surrender at Fair Market
Value of Common Stock, or by any combination of cash and Common Stock,
including, without limitation, cash, Common Stock, other Awards, or other
property (including notes or other contractual obligations of Participants to
make payment on a deferred basis, such as through "cashless exercise"
arrangements, to the extent permitted by applicable law), and the methods by
which Common Stock will be delivered or deemed to be delivered to Participants.

         (c) Restricted Common Stock. The Board is authorized to grant
Restricted Common Stock to Participants on the following terms and conditions:

             (i) Restricted Period. Restricted Common Stock awarded to a
Participant shall be subject to such restrictions on transferability and other
restrictions for such periods as shall be established by the Board, in its
discretion, at the time of such Award, which restrictions may lapse separately
or in combination at such times, under such circumstances, or otherwise, as the
Board may determine.

             (ii) Forfeiture. Restricted Common Stock shall be forfeitable to
the Corporation upon termination of employment during the applicable restricted
periods. The Board, in its discretion, whether in an Award Agreement or anytime
after an Award is made, may accelerate the time at which restrictions or
forfeiture conditions will lapse or remove any such restrictions, including upon
death, disability or retirement, whenever the Board determines that such action
is in the best interests of the Corporation.

             (iii) Certificates for Common Stock. Restricted Common Stock
granted under the Plan may be evidenced in such manner as the Board shall
determine. If certificates representing Restricted Common Stock are registered
in the name of the Participant, such certificates may bear an appropriate legend
referring to the terms, conditions and restrictions applicable to such
Restricted Common Stock.

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             (iv) Rights as a Common Stockholder. Subject to the terms and
conditions of the Award Agreement, the Participant shall have all the rights of
a Common Stockholder of the Corporation with respect to Restricted Common Stock
awarded to him or her, including, without limitation, the right to vote such
Common Stock and the right to receive all dividends or other distributions made
with respect to such Common Stock. If any such dividends or distributions are
paid in Common Stock, the Common Stock shall be subject to restrictions and a
risk of forfeiture to the same extent as the Restricted Common Stock with
respect to which the Common Stock has been distributed.

         (d) Common Stock Appreciation Rights. The Board is authorized to grant
SARs to Participants on the following terms and conditions:

             (i) Right to Payment. An SAR shall confer on the Participant to
whom it is granted a right to receive, upon exercise thereof, the excess of (A)
the Fair Market Value of one share of Common Stock on the date of exercise over
(B) the grant price of the SAR as determined by the Board as of the date of
grant of the SAR, which grant price (except as provided in Section 7(a)) shall
not be less than the Fair Market Value of one share of Common Stock on the date
of grant.

             (ii) Other Terms. The Board shall determine the time or times at
which an SAR may be exercised in whole or in part, the method of exercise,
method of settlement, form of consideration payable in settlement, method by
which Common Stock will be delivered or deemed to be delivered to Participants,
whether or not an SAR shall be in tandem with any other Award, and any other
terms and conditions of any SAR. Limited SARs may be granted on such terms, not
inconsistent with this Section 6(d), as the Board may determine. Limited SARs
may be either freestanding or in tandem with other Awards.

         (e) Other Common Stock-Based Awards. The Board is authorized, subject
to limitations under applicable law, to grant to Participants such other Common
Stock-Based Awards in addition to those provided in Sections 6(b), (c) and (d)
hereof, as deemed by the Board to be consistent with the purposes of the Plan.
The Board shall determine the terms and conditions of such Awards. Common Stock
delivered pursuant to an Award in the nature of a purchase right granted under
this Section 6(e) shall be purchased for such consideration and paid for at such
times, by such methods, and in such forms, including, without limitation, cash,
Common Stock, other Awards, or other property, as the Board shall determine.

         (f) Cash Payments. The Board is authorized, subject to limitations
under applicable law, to grant to Participants Tax Bonuses and other cash
payments, whether awarded separately or as a supplement to any Common
Stock-Based Award. The Board shall determine the terms and conditions of such
Awards.


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Section 7. ADDITIONAL PROVISIONS APPLICABLE TO AWARDS

         (a) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards
granted under the Plan may, in the discretion of the Board, be granted either
alone or in addition to, in tandem with, or in substitution for, any other Award
granted under the Plan or any award granted under any other plan of the
Corporation or any Subsidiary, or any business entity acquired by the
Corporation or any Subsidiary, or any other right of a Participant to receive
payment from the Corporation or any Subsidiary. If an Award is granted in
substitution for another Award or award, the Board shall require the surrender
of such other Award or award in consideration for the grant of the new Award.
Awards granted in addition to, or in tandem with other Awards or awards may be
granted either as of the same time as, or a different time from, the grant of
such other Awards or awards. The per share exercise price of any Option, grant
price of any SAR, or purchase price of any other Award conferring a right to
purchase Common Stock:

             (i) granted in substitution for an outstanding Award or award
(including, without limiting the generality of the foregoing, options and other
awards previously made to any employee of Horseshoe Gaming LLC, a Subsidiary),
shall be not less than the lesser of (A) the Fair Market Value of a share of
Common Stock at the date such substitute Award is granted or (B) such Fair
Market Value at that date, reduced to reflect the Fair Market Value at that date
of the Award or award required to be surrendered by the Participant as a
condition to receipt of the substitute Award; or

             (ii) retroactively granted in tandem with an outstanding Award or
award, shall not be less than the lesser of the Fair Market Value of a share of
Common Stock at the date of grant of the later Award or at the date of grant of
the earlier Award or award.

         (b) Exchange and Buy Out Provisions. The Board may at any time offer to
exchange or buy out any previously granted Award for a payment in cash, Common
Stock, other Awards (subject to Section 7(a)), or other property based on such
terms and conditions as the Board shall determine and communicate to a
Participant at the time that such offer is made.

         (c) Performance Conditions. The right of a Participant to exercise or
receive a grant or settlement of any Award, and the timing thereof, may be
subject to such performance conditions as may be specified by the Board.

         (d) Term of Awards. The term of each Award shall, except as provided
herein, be for such period as may be determined by the Board.

         (e) Form of Payment. Subject to the terms of the Plan and any
applicable Award Agreement, payments or transfers to be made by the Corporation
or a Subsidiary upon the grant or exercise of an Award may be made in such forms
as the Board shall determine, including, without limitation, cash, Common Stock,
other Awards, or other property (and may be made in a single payment or
transfer, in installments, or on a deferred basis), in each case determined in
accordance with rules adopted by, and at the discretion of, the Board. (Such
payments may include, without

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limitation, provisions for the payment or crediting of reasonable interest on
installments or deferred payments.) The Board, in its discretion, may accelerate
any payment or transfer upon a change in control as defined by the Board. The
Board may also authorize payment upon the exercise of an Option by net issuance
or other cashless exercise methods.

         (f) Loan Provisions. With the consent of the Board, and subject at all
times to laws and regulations and other binding obligations or provisions
applicable to the Corporation, the Corporation may make, guarantee, or arrange
for a loan or loans to a Participant with respect to the exercise of any Option
or other payment in connection with any Award, including the payment by a
Participant of any or all federal, state, or local income or other taxes due in
connection with any Award. Subject to such limitations, the Board shall have
full authority to decide whether to make a loan or loans hereunder and to
determine the amount, terms, and provisions of any such loan or loans, including
the interest rate to be charged in respect of any such loan or loans, whether
the loan or loans are to be with or without recourse against the borrower, the
terms on which the loan is to be repaid and the conditions, if any, under which
the loan or loans may be forgiven.

         (g) Change of Control. In the event of a Change of Control of the
Corporation, all Awards granted under the Plan that are still outstanding and
not yet vested or exercisable or which are subject to restrictions shall become
immediately 100% vested in each Participant or shall be free of any
restrictions, as of the first date that the definition of Change of Control has
been fulfilled, and shall be exercisable for the remaining duration of the
Award. All Awards that are exercisable as of the effective date of the Change of
Control will remain exercisable for the remaining duration of the Award.

Section 8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; ACCELERATION IN
           CERTAIN EVENTS

         (a) In the event that the Board shall determine that any dividend,
recapitalization, forward split or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase or share exchange, or other
similar corporate transaction or event, affects the Common Stock such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of Participants under the Plan, then the Board shall, in such manner as
it may deem equitable, adjust any or all of (i) the number and kind of Common
Stock which may thereafter be issued in connection with Awards, (ii) the number
and kind of Common Stock issuable in respect of outstanding Awards, (iii) the
aggregate number and kind of Common Stock available under the Plan, and (iv) the
exercise price, grant price, or purchase price relating to any Award or, if
deemed appropriate, make provision for a cash payment with respect to any
outstanding Award.

         (b) In addition, the Board is authorized to make adjustments in the
terms and conditions of, and the criteria included in, Awards in recognition of
unusual or nonrecurring events (including, without limitation, events described
in the preceding paragraph) affecting the Corporation or any Subsidiary, or in
response to changes in applicable laws, regulations, or accounting principles.

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Section 9. GENERAL PROVISIONS

         (a) Changes to the Plan and Awards. The Board of Directors of the
Corporation may amend, alter, suspend, discontinue, or terminate the Plan or the
Board's authority to grant Awards under the Plan without the consent of the
Corporation's shareholders or Participants; provided, however, that without the
consent of an affected Participant, no amendment, alteration, suspension,
discontinuation, or termination of the Plan may materially and adversely affect
the rights of such Participant under any Award theretofore granted and any Award
Agreement relating thereto; and provided , further, that without the approval of
shareholders holding a majority of the voting power of all classes of the common
stock of the Corporation then issued and outstanding, no amendment will: (i)
change the class of persons eligible to receive Awards; (ii) materially increase
the benefits accruing to Participants under the Plan, or (iii) increase the
number of shares of Common Stock subject to the Plan. The Board may waive any
conditions or rights under, or amend, alter, suspend, discontinue, or terminate,
any Award theretofore granted and any Award Agreement relating thereto;
provided, however, that without the consent of an affected Participant, no such
amendment, alteration, suspension, discontinuation, or termination of any Award
may materially and adversely affect the rights of such Participant under such
Award.

         The foregoing notwithstanding, any performance condition specified in
connection with an Award shall not be deemed a fixed contractual term, but shall
remain subject to adjustment by the Board, in its discretion at any time in view
of the Board's assessment of the Corporation's strategy, performance of
comparable companies, and other circumstances.

         (b) No Right to Award or Employment. No employee or other person shall
have any claim or right to receive an Award under the Plan. Neither the Plan nor
any action taken hereunder shall be construed as giving any employee any right
to be retained in the employ of the Corporation or any Subsidiary.

         (c) Taxes. The Corporation or any Subsidiary is authorized to withhold
from any Award granted, any payment relating to an Award under the Plan,
including from a distribution of Common Stock or any payroll or other payment to
a Participant, amounts of withholding and other taxes due in connection with any
transaction involving an Award, and to take such other action as the Board may
deem advisable to enable the Corporation and Participants to satisfy obligations
for the payment of withholding taxes and other tax obligations relating to any
Award. This authority shall include authority to withhold or receive Common
Stock or other property and to make cash payments in respect thereof in
satisfaction of a Participant's tax obligations.

         (d) Limits on Transferability; Beneficiaries. No Award or other right
or interest of a Participant under the Plan shall be pledged, encumbered, or
hypothecated to, or in favor of, or subject to any lien, obligation, or
liability of such Participants to, any party, other than the Corporation or any
Subsidiary, or assigned or transferred by such Participant otherwise than by
will or the laws of descent and distribution, and such Awards and rights shall
be exercisable during the lifetime of the Participant only by the Participant or
his or her guardian or legal representative.

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Notwithstanding the foregoing, the Board may, in its discretion, provide that
Awards or other rights or interests of a Participant granted pursuant to the
Plan be transferable, without consideration, to immediate family members (i.e.,
children, grandchildren or spouse), to trusts for the benefit of such immediate
family members and to partnerships in which such family members are the only
partners. The Board may attach to such transferability feature such terms and
conditions as it deems advisable. In addition, a Participant may, in the manner
established by the Board, designate a beneficiary (which may be a person or a
trust) to exercise the rights of the Participant, and to receive any
distribution, with respect to any Award upon the death of the Participant. A
beneficiary, guardian, legal representative or other person claiming any rights
under the Plan from or through any Participant shall be subject to all terms and
conditions of the Plan and any Award Agreement applicable to such Participant,
except as otherwise determined by the Board, and to any additional restrictions
deemed necessary or appropriate by the Board.

         (e) No Rights to Awards; No Rights as a Common Stockholder. No
Participant shall have any claim to be granted any Award under the Plan, and
there is no obligation for uniformity of treatment of Participants. No Award
shall confer on any Participant any of the rights of a Common Stockholder of the
Corporation unless and until Common Stock is duly issued or transferred to the
Participant in accordance with the terms of the Award.

         (f) Discretion. In exercising, or declining to exercise, any grant of
authority or discretion hereunder, the Board may consider or ignore such factors
or circumstances and may accord such weight to such factors and circumstances as
the Board alone and in its sole judgment deems appropriate and without regard to
the affect such exercise, or declining to exercise such grant of authority or
discretion, would have upon the affected Participant, any other Participant, any
employee, the Corporation, any Subsidiary, any member or any other person.

         (g) Effective Date. The effective date of the Plan is January 1, 1999.

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                                    EXHIBIT A

VALUATION METHODOLOGY:

1.       Compute the Enterprise Value of comparable gaming companies as follows:

         o        Compute market value by multiplying trading value of common
                  stock as quoted by the applicable stock exchange at the end of
                  applicable quarter by the total actual outstanding shares.

         o        Add carrying value of any preferred stock, if any

         o        Add total long-term debt

         o        Sum equals "Enterprise Value"

2.       Compute EBITDA for the four (4) preceding fiscal quarters of these
         comparable gaming companies by adding depreciation and amortization to
         Operating Income.

3.       Compute the EBITDA multiple for these comparable gaming companies by
         dividing Enterprise Value by EBITDA.

4.       Determine the MEDIAN multiple of these same comparable gaming
         companies.

5.       Apply the MEDIAN multiple to Horseshoe's preceding four (4) fiscal
         quarters EBITDA, as calculated above, to determine Enterprise Value.

6.       Subtract total long-term debt and the balance in the undistributed
         capital of all current owners to determine total Fair Market Value.

7.       Total Fair Market Value is then divided by total existing outstanding
         shares plus total issued stock options (whether or not vested) to
         determine option price.

8.       The comparable gaming companies (including, but not limited to) are:

         o        Argosy

         o        Aztar

         o        Hollywood Park

         o        Park Place

         o        MGM

         o        Mirage

         o        Players

         o        Harrah's

         o        Boyd

         o        Station Casinos

         o        Trump

         o        Mandalay Bay


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