Exhibit 10.40  STATION CASINOS, INC.  AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN  (as effective on January 1,
2001)  *   *   *   *   *  Section 1.Purpose.  The purpose of the Plan is to provide certain
select employees of the Company with an opportunity to defer the receipt of
compensation for services rendered to the Company.  The Plan is intended to aid the Company in
retaining and attracting employees whose abilities, experience and judgment can
contribute to the continued progress of the Company.  The Plan is being maintained primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees of the Company.  Section 2.Definitions.  (a)Account(s) means the Deferred
Compensation Account(s) and/or the Matching Account(s), as the context
requires.  (b)Board means the Companys Board of
Directors.  (c)Bonus means, with respect to any Plan
Year, any special and/or discretionary compensation amounts in excess of
Salary, determined by the Company to be payable to a Participant with respect
to services rendered for such Plan Year.  (d)Change in Control shall mean the first
to occur of any of the following events:  (i)Any person (as that term is used in Section 13
and 14(d)(2) of the Securities Exchange Act of 1934 (Exchange
Act)) becomes the beneficial owner (as that term is used in Section 13(d) of
the Exchange Act), directly or indirectly, of 50% or more of the Companys
capital stock entitled to vote in the election of directors;  (ii)During any period of not more than two
consecutive years, not including any period prior to the adoption of this Plan,
individuals who at the beginning of such period constitute the board of
directors of the Company, and any new director (other than a


director designated by a person who has entered into an agreement with
the Company to effect a transaction described in clause (a), (c), (d) or
(e) of this Section 2) whose election by the board of directors or
nomination for election by the Companys stockholders was approved by a vote of
at least three-fourths (3/4ths) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute at least a majority thereof;  (iii)The shareholders of the Company approve any
consolidation or merger of the Company, other than a consolidation or merger of
the Company in which the holders of the common stock of the Company immediately
prior to the consolidation or merger hold more than 50% of the common
stock of the surviving corporation immediately after the consolidation or
merger;  (iv)The shareholders of the Company approve
any plan or proposal for the liquidation or dissolution of the Company; or  (v)The shareholders of the Company approve
the sale or transfer of all or substantially all of the assets of the Company
to parties that are not within a controlled group of corporations (as defined
in Code Section 1563) in which the Company is a member.  (vi)A change in control occurs as That
event is defined in the Indenture dated June 2, 1993, governing the
Companys $110,000,000 principal amount of Senior Subordinated Notes Due 2003
and in effect on the date on the initial issuance of those securities.  (e)Code means the Internal Revenue Code of 1986,
as amended.  (f)Committee means the Compensation
Committee of the Board.  (g)Company means Station Casinos, Inc.,
a [Nevada] corporation, and any successor thereto.  2


(h)Deferred Compensation means the
Eligible Earnings that are the subject of an elective deferral under Section 5.  (i)Deferred Compensation Account means the
bookkeeping account established for a Participant under the Plan and to which
Deferred Compensation amounts, with respect to such Participant, are credited
from time to time, as adjusted from time to time as provided in the Plan.  (j)Participation Agreement and Deferral
Election form means the form pursuant to which Eligible Executives elect to
become Participants in the Plan and to defer Eligible Earnings thereunder, in
such form as the Committee determines from time to time in its sole discretion.  (k)Disability Retirement means mental or
physical disability as determined by the Committee in accordance with standards
and procedures similar to those under the Companys long-term disability plan,
if any.  At any time that the Company
does not maintain such a long-term disability plan, Disability shall mean the
inability of a Participant, as determined by the Committee, to substantially
perform such Participants regular duties and responsibilities due to a
medically determinable physical or mental illness which has lasted (or can
reasonably be expected to last) for a period of at least six (6) consecutive
months.  (l)Eligible Earnings means a Participants
aggregate cash Salary and Bonus payments for a Plan Year or such other period
as the Committee may, in its sole discretion, determine.  (m)Eligible Executive means any executive
of the Company, or any affiliate who is selected as being eligible for
participation by the Committee.  (n)Matching Account means the bookkeeping
account established for a Participant under the Plan and to which the Companys
matching allocations under Section 5 of the Plan are credited from time to
time, as adjusted from time to time under the Plan.  (o)Participant means an Eligible Executive
who has elected to defer Eligible Earnings pursuant to the Plan.  (p)Plan means the Station Casinos, Inc.
Amended and Restated Deferred Compensation Plan, as set forth herein and as
amended from time to time.  (q)Plan Year means the calendar year.  3


(r)Retirement means a Participants
termination of employment with the Company and/or its affiliates after (i) attaining
age 60, (ii) after attaining age 50 with at least 10 full
years of service with the Company and/or its affiliates or (iii) meeting
such other criteria as the Committee may, in its sole discretion, determine.  (s)Salary means, with respect to any Plan
Year, the regular gross base compensation paid by the Company to an employee
for such Plan Year (without regard to any reduction thereof pursuant to the
Plan or any 401(k), cafeteria, flexible spending, thrift or savings plan
maintained by the Company), exclusive of Bonus payments and any other incentive
or special payments made by the Company to such employee, as determined by the
Committee.  (t)Vested Matching Account shall mean,
with respect to any Participant, the product of (i) such Participants
Matching Account, (ii) the number of full Plan Years during which the
Participant (a) participated in the Plan, and the predecessor plan, and (b) was
actively employed by the Company and/or its affiliates, (not to exceed 5
years), and (iii) 0.2, provided, however, that (a) in the event of (I) a
Participants termination of employment on account of death, Retirement, or
Disability Retirement, or (II) a Change in Control or the termination of
the Plan, then such Participants Vested Matching Account shall be equal to
such Participants Matching Account, (b) the Committee may, in its sole
discretion, increase a Participants Vested Matching Account up to the level of
such Participants Matching Account, and (c) in the event of distributions
from the Vested Matching Account on or prior to a Participants termination of
employment, then the Vested Matching Account of such Participant shall be
calculated as provided above without giving effect to such distributions,
except that any distributions from such Participants Vested Matching Account
so calculated shall then be subtracted from such Vested Matching Account in
calculating the Vested Matching Account.  Section 3.Eligibility.  Individuals eligible to participate in the
Plan shall consist of the Eligible Executives of the Company.  Section 4.Administration.  (a)The Plan shall be administered by the
Committee.  The Committee is authorized
to construe and interpret the Plan and promulgate, amend and rescind rules and
regulations relating to the implementation, administration and maintenance of
the Plan.  Subject to the terms and
conditions of the Plan, the Committee shall make all determinations necessary
or advisable for the implementation, administration and maintenance of the Plan
including,  4


without
limitation, determining the Eligible Executives and correcting any technical
defect(s) or technical omission(s), or reconciling any technical
inconsistency(ies), in the Plan.  The
Committee may designate persons other than members of the Committee to carry
out the day-to day ministerial administration of the Plan under such conditions
and limitations as it may prescribe; provided, however, that the
Committee shall not delegate its authority with regard to the determination of
Eligible Executives.  The Committees
determinations under the Plan need not be uniform and may be made selectively
among Participants, whether or not such Participants are similarly situated.  Any determination, decision or action of the
Committee in connection with the construction, interpretation, administration,
implementation or maintenance of the Plan shall be final, conclusive and binding
upon all Participants and any person(s) claiming under or through any
Participants.  (b)The Company will indemnify and hold
harmless the Committee and each member thereof against any cost or expense
(including without limitation attorneys fees) or liability (including without
limitation any sum paid in settlement of a claim with the approval of the
Company) arising out of any act or omission to act, except in the case of
willful gross misconduct or gross negligence.  (c)All fees and expenses incurred by the
Committee and the Company with respect to the administration of the Plan shall
be paid by the Company.  (d)The Committee shall have final and
exclusive authority to decide all questions arising in connection with a
Participants or a beneficiary of a deceased Participants claim for benefits
under the Plan.  Section 5.Participation;
Elective Deferrals; Matching Allocations.  (a)To elect to participate in the Plan for a
particular Plan Year, an Eligible Executive must execute a Participation Agreement
and Deferral Election form and file such form with the Committee (or its
designee) before the commencement of such Plan Year.  To participate in the Plan during the year in
which the Plan is first implemented, the Eligible Executive must make an election
to defer Eligible Earnings for services to be performed subsequent to the
election within 30 days after the effective date of the Plan.  To participate in the Plan during the first
year in which an individual becomes eligible to participate in the Plan, the
new Eligible Executive must make an election to defer Eligible Earnings for
services to be  5


performed
subsequent to the election within 30 days after the date the new
Eligible Executive , becomes eligible.  Such
election shall:  (i)contain a statement that the Eligible
Executive elects to defer a portion of the Eligible Executives Eligible
Earnings up to 90% of aggregate cash Salary and up to 100% of the
Bonus payments thereof for a specified Plan Year that become payable to the
Eligible Executive after the filing of such election, or such other limits as
the Committee may determine from time to time in its sole discretion.  The minimum dollar amount of Eligible Earnings
that an Eligible Executive may elect to defer for any Plan Year is $2,000, or
such other minimum as the Committee may determine from time to time in its sole
discretion, and such amount shall be pro rated with respect to an individual
who becomes an Eligible Executive during a Plan Year;  (ii)apply only to the Eligible Earnings
consisting of Salary otherwise payable to the Eligible Executive during the
Plan Year for which such election is made and to any Bonus payment that is
attributable to the Eligible Executives services rendered to the Company
during the Plan Year for which such election is made (whether or not actually
payable in such Plan Year);  (iii)be irrevocable (except as provided in (v) or
(vi) below and as provided in Section 9) with respect to the Plan
Year to which it applies;  (iv)specify whether upon the Participants
termination of employment by reason of Retirement, or Disability Retirement,
the balance of the Participants Deferred Compensation Account shall be paid,
or in the case of installment payments, commence being paid, as soon as
administratively practicable following the effective date in which the
termination of the Participants employment by reason of Retirement or
Disability Retirement occurs, or as soon as administratively possible following
the beginning of the Plan Year immediately following the Plan Year in which
such termination of employment by reason of Retirement or Disability Retirement
occurs;  (v)specify a date, no earlier than three
complete Plan Years after the date such election is made, that the Deferred
Compensation and the Vested Matching Account will be paid to the Participant.  A Participant may make a one-time election to
delay or cancel the date on which the Deferred Compensation will be paid; provided,
however, that such one-time election to delay and/or cancel the payment
date shall only be  6


effective with respect to payments of Deferred
Compensation to be made no earlier than one complete Plan Year after the date
of such changed election.  If a payment
of Deferred Compensation is to be made to a Participant prior to the date which
is one complete Plan Year after the date of such changed election, such
Participants Deferred Compensation shall be paid in accordance with his or her
most recent other election made more than one complete Plan Year prior to the
payment date of such Participants Deferred Compensation, the minimum payment
in any Plan Year under this Section 5(v) is $2,500, or such other
amount as may be determined by the Committee.  In addition, no more than one payment under
this section (v) may be made during any Plan Year; and  (vi)specify the form, either a lump sum or
annual installments over a five, ten or fifteen year period, in which the
Deferred Compensation will be paid to the Participant; provided, however,
that in the event of a Participants termination of employment for any reason
other than his or her Retirement or Disability Retirement prior to the
distribution of his or her Deferred Compensation, such Participants Deferred
Compensation shall be paid in a single lump sum regardless of his or her
election under this Section 5(vi).  A
Participant may change his or her election as to the form in which Deferred
Compensation will be paid in the event of his or her Retirement, or Disability
Retirement, at any time prior to the payment of Deferred Compensation or the
commencement of Deferred Compensation distributions; provided, however,
that such election to change the distribution form shall only be effective with
respect to payments of Deferred Compensation made or commencing no earlier than
one complete Plan Year after the date of such changed election.  If a Participant does commence payments of
Deferred Compensation prior to the date which is one complete Plan Year after
the date of such changed election, such Participants Deferred Compensation
shall be paid in accordance with his or her most recent other election made
more than one complete Plan Year prior to the payment date of, or commencement
of, such Participants Deferred Compensation.  (b)Upon receipt of an Eligible Executives
Participation Agreement and Deferral Election form, the Company shall establish
as an accounting entry an individual Deferred Compensation Account for such
Eligible Executive and such Eligible Executive shall become a Participant under
the Plan.  Thereafter, the Company shall
credit the Participants  7


Deferred
Compensation Account with all Deferred Compensation which would otherwise have
been payable to the Eligible Executive in the absence of an election under the
Plan.  The Deferred Compensation Account
shall be credited no less frequently than the last day of each month in an
amount equal to the sum of the Deferred Compensation that would otherwise have
been paid by the Company in accordance with the Companys normal payroll
practices for such month.  (c)On the last day
of each Plan Year, or on the last day of such other period(s) as
determined by the Committee, in its sole discretion, for those Participants
employed by the Company on such day, an amount equal to the amount of Deferred
Compensation for each such Participant for such Plan Year or other applicable
period shall be credited to each such Participants Matching Account; provided,
however, that (i) not more than 5% of a Participants Eligible
Earnings for such Plan Year or other applicable period shall be credited to
such Participants Matching Account, and (ii) any Deferred Compensation
relating to stay-on or signing bonuses shall not result in any credit to a
Participants Matching Account.  Notwithstanding
the prior sentence, the Committee may, in its sole discretion, credit a
Participants Matching Accounts where that Participant is no longer employed on
the last day of the Plan Year or credit a Participants Matching Account an
amount in excess of 5% of a Participants Eligible Earnings.  Section 6.Investment
of Account Balances.  During
and for each Plan Year, the balances in each Participants Accounts will be
deemed to be invested, as of the date elective deferrals are credited to such
Accounts under the Plan, in such investment vehicle(s) offered by the
Committee in its sole discretion and selected by the Participant; provided,
however, that the Committee may, in its sole discretion, choose to disregard
the Participants selection and select the investment vehicle(s) in which
the Participants Deferred Compensation Account will be deemed to be invested.  In addition, the Committee shall, in its sole
discretion, have the right to change the investment vehicles(s) offered to
Participants at any time and from time to time.  At the end of each month, or such other period
as determined by the Committee, each Participants Accounts shall be adjusted
pursuant to Section 7 below and such adjusted Account balances shall then
be reinvested for the immediately succeeding period.  Participants shall have the option to change
their selection of investment vehicles as of the end of each month, or such
other period as determined by the Committee.  8


Section 7.Valuation.  At the end of each month, or such other period
as may be determined by the Committee, the balance(s) in the Accounts of
each Participant shall be determined by the Company, taking into account any
increase therein resulting from such Participants Deferred Compensation
contributions from deferred Eligible Earnings for such period under Section 5,
if any, and any earnings, losses, stock dividends, and/or adjustment for stock
splits, as applicable, attributable to the deemed investment of the Participants
existing Accounts for such period under Section 6, if any, and any
decrease therein resulting from the distribution to such Participant, of any
installment pursuant to such Participants Participation Agreement and Deferral
Election form under Section 8.  The
balance determined, as of the end of each Plan Year, or such other period as
determined by the Committee, shall be communicated in writing, or such other
form as determined by the Committee in its sole discretion, to each Participant
as soon as practicable after the end of such applicable period.  Section 8.Payment
of Deferred Compensation.  (a)The accrued balance in a Participants
Deferred Compensation Account and Vested Matching Account shall be paid to a
Participant, or, in the case of any Participants death prior to payment, the
Participants designated beneficiary(ies), in cash, no later than the earlier
of:  (i)in the event that the Participant has selected
a date pursuant to Section 5(a)(v) to receive a distribution while he
or she is still employed by the Company and/or its affiliates, then the
Participant shall receive a lump sum payment of the portion of the Deferred
Compensation Account attributable to such selection and any portion of the
Vested Matching Account attributable to such portion of the Deferred
Compensation Account as soon as practicable after the date so selected by the
Participant.  (ii)in the event the Participant has elected
withdrawals pursuant to Section 9, then with respect to the amount so
withdrawn, as soon as practicable following any such withdrawals;  (iii)in the event of a termination of the
Participants employment with the Company and/or its affiliates (other than as
a result of Retirement or Disability Retirement), then in a lump sum as soon as
practicable after the end of the month, or such other period as determined by
the Committee, in its sole discretion, in which the Participants employment
was terminated;  9


(iv)in the event of a termination of the
Participants employment with the Company and/or its affiliates as a result of
Retirement or Disability Retirement, then as soon as practicable following such
termination in the form selected by the Participant pursuant to Section 5(a)(iv).  (b)Any distributions made from the Deferred
Compensation Account shall reduce the balance of such Deferred Compensation
Account and any distributions made from the Vested Matching Account shall
reduce both the balance of such Participants Matching Account and the balance
of such Participants Vested Matching Account.  Upon a Participants termination of
employment, any excess of such Participants Matching Account over such
Participants Vested Matching Account shall be forfeited and the Company shall
have no obligation to pay such amounts to such Participant.  (c)In the event that a Participants
employment terminates on account of the Participants death, then, in addition
to the payments provided in (a) and (b) above, the Participants
designated beneficiary shall receive an additional payment, at the same time as
payment is made under (a) above, equal to the product of (i) 2 and (ii) the
total Deferred Compensation deferred by the Participant under the Plan (such
calculation shall be made without taking into account any earnings or losses
with respect to such deferrals, but reducing total Deferred Compensation amount
by any such Deferred Compensation previously distributed from the Plan or
withdrawn by the Participant prior to his or her death); with the maximum
amount payable under this Section 8(c) of $3,000,000.  Notwithstanding this Section 8(c), in the
event of a Participants suicide prior to later of (i) January 1,
2003 or (ii) the Participants completion of two full years of Plan
participation, no additional payment shall be made hereunder.  (d)All payments under Sections 8(a) and 8(b) shall
include earnings and/or losses as determined in accordance with Section 7.  Section 9.On
Demand Election; Hardship Withdrawals.  (a)A Participant may elect, at any time, to
withdraw all or any portion (subject to a minimum of the lesser of $5,000 or
the sum of the Participants remaining Deferred Compensation Account and Vested
Matching Account) of his or her Deferred Compensation Account and Vested
Matching Account, less a withdrawal penalty equal to 10% of such amount
(the net amount shall be referred to as the Withdrawal Amount).  This election can be made by the Participant
at any time, before or after the Participants termination of employment for
any  10


reason, including,
Retirement or Disability Retirement, and whether or not the Participant is in
the process of being paid pursuant to an installment payment schedule.  Once the Withdrawal Amount is paid, the
Participant shall not be eligible to make any deferrals under the Plan during
the remainder of the Plan Year in which the Withdrawal Amount is paid, and the
following Plan Year.  (b)In the event that a Participant suffers a
financial hardship, as determined by the Committee, in its sole discretion, a
Participant may cease all deferrals under the Plan for the remainder of the
Plan Year and, if such cessation of deferrals is not sufficient to relieve the
financial hardship, then the Participant may withdraw from his Deferred
Compensation Account and Vested Matching Account, a sufficient amount to
relieve his or her financial hardship (subject to a minimum of the lesser of
$1,000 or the sum of the Participants Deferred Compensation Account and Vested
Matching Account) of his or her Deferred Compensation Account and Vested
Matching Account.  Once a Participant has
ceased his deferrals for a Plan Year pursuant to this Section 9(b), the
Participant shall not be eligible to make any deferrals under the Plan for the
remainder of that Plan Year and the following Plan Year.  Section 10.Amendment;
Termination.  The Plan
may be amended or modified at any time by the Board except that no such
amendment or modification shall have a material adverse effect on the balance
of any Participants Deferred Compensation Account as of the effective date of
any such amendment or modification (without the consent of the Participant or,
if the Participant is dead, his or her beneficiary(ies)).  The Board may terminate the Plan at any time,
in which event the Matching Account will become fully vested and each
Participants Deferred Compensation and Matching Account will be paid out in a
lump sum as soon as practicable after such termination.  Section 11.Participants
Rights Unsecured; No Duty to Invest.  The right of a Participant to receive any
distribution hereunder shall be an unsecured claim against the general assets
of the Company.  No Company assets shall
in any way be subject to any prior claim by any Participant.  The Company shall have no duty whatsoever to
set aside or invest any amounts credited to any Deferred Compensation Account
established under the Plan.  Nothing in
the Plan shall confer upon any employee of the Company any right to continued
employment with the Company, nor shall it interfere in any way with the right,
if any, of the Company to terminate the employment of any employee at any time
for any reason.  A Participant shall have
no right, title,  11


or interest whatsoever in or to any specific assets of the Company, nor
any investments, if any, which the Company may make to aid it in meeting its
obligations hereunder.  Nothing contained
in this Plan, and no action taken pursuant to its provisions, shall create or
be construed to create a trust of any kind, or a fiduciary relationship,
between the Company and any Participant or any other person.  The Company may, but is not obligated to,
enter into a rabbi trust agreement to provide for a source of funds out of
which all or any portion of the benefits under the Plan may be satisfied.  Section 12.Restrictions
on Alienation.  No amount
deferred or credited to any Account under the Plan shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, levy or charge.  Any attempt
to so anticipate, alienate, sell, transfer, assign, pledge, encumber, levy or
charge the same shall be void; nor shall any amount in any manner be subject to
any claims for the debts, contracts, liabilities, engagements or torts of the
Participant (or the Participants beneficiary or personal representative)
entitled to such benefit.  No Participant
shall be entitled to borrow at any tune any portion of the Participants
Account balance under the Plan.  Section 13.Withholding.  There shall be deducted from all payments
under the Plan the amount of any taxes required to be withheld by any Federal,
state, local or other government.  The
Participants, their beneficiaries and persona! representatives shall bear any
and all Federal, foreign, state, local, income, or other taxes imposed on
amounts paid under the Plan.  Section 14.Participants
Bound by Terms of the Plan.  By electing to become a Participant, each
Eligible Executive shall be deemed conclusively to have accepted and consented
to all terms of the Plan and all actions or decisions made by the Company with
regard to the Plan.  Such terms and
consent shall also apply to and be binding upon the beneficiaries, personal
representatives and other successors in interest of each Participant.  Section 15.Designation
of Beneficiary(ies).  Each
Participant under the Plan may designate a beneficiary or beneficiaries to
receive any payment which tinder the terms of the Plan becomes payable on,
after or as a result of the Participants death.  At any time, and from time to time, any such
designation may be changed or cancelled by the Participant without the consent
of any such beneficiary(ies).  Any such
designation, change or cancellation must be on a form provided for that purpose
by the Committee and shall not be effective until received by the Committee.  If no beneficiary(ies) has been designated by
a deceased Participant, or if the  12


designated beneficiaries have predeceased the Participant, the
beneficiary shall be the Participants estate.  If the Participant designates more than one
beneficiary, any payments under the Plan to such beneficiaries shall be made in
equal shares unless the Participant has expressly designated otherwise, in
which case the payments shall be made in the shares designated by the
Participant.  Section 16.Severability
of Provisions.  In the
event any provision of the Plan would serve to invalidate the Plan, that
provision shall be deemed to be null and void, and the Plan shall be construed
as if it did not contain the particular provision that would make it invalid.  The Plan shall be binding upon and inure to
the benefit of (a) the Company and its respective successors and assigns,
and (b) each Participant, his or her designees and estate.  Nothing in the Plan shall preclude the Company
from consolidating or merging into or with, or transferring all or
substantially all of its assets to, another corporation, or engaging in any
other corporate transaction.  Section 17.Governing
Law and Interpretation.  The Plan shall be construed and enforced in
accordance with, and the rights of the parties hereto shall be governed by, the
laws of the State of Nevada, without regard to the principles of conflict of
laws thereof.  This Plan shall not be
interpreted as either an employment or trust agreement.  Section 18.Other
Company Benefit and Compensation Programs.  Payments and other benefits received by a
Participant under the Plan shall not be deemed a part of a Participants
compensation for purposes of the determination of benefits under any other
employee welfare or benefit plans or arrangements, if any, provided by the
Company or any affiliate of the Company.  The existence of the Plan notwithstanding, the
Company may adopt such other compensation plans or programs and additional
compensation arrangements as it deems necessary to attract, retain and motivate
employees.  The Committee is authorized
to cause to be established a trust agreement or several trust agreements or
similar arrangements from which the Committee may make payments of amounts due
or to become due to any Participants under the Plan.  Section 19.Effective
Date of the Plan.  The Plan,
as amended and restated, shall be effective upon its adoption by the Company.  13


IN WITNESS WHEREOF, the Plan
is hereby adopted by the Company on this 31st day of December, 2000.  Station
  Casinos, Inc.By:
  /s/
  Glenn C. ChristensonTitle:
  Executive
  Vice President andChief
  Financial Officer  14