Exhibit 10.1


    Exhibit
      10.1

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    THE
      MAJESTIC STAR CASINO, LLC

    


    DEFERRED
      COMPENSATION PLAN

    


    


    


    


    



    
      
        
          Effective June
            1, 2007

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          
TABLE
            OF CONTENTS

        

      

    

     

    
      
        
          	 	 	
                  Page

                	 
	 	 	 	 
	 	
                  ARTICLE
                    I— PURPOSE AND EFFECTIVE DATE

                	
                  1 
                    

                	 
	 	 	 	 
	 	
                  ARTICLE
                    II—DEFINITIONS

                	
                  1 

                	 
	 	 	 	 	 
	 	
                  2.1

                	
                  Account

                	1 	 
	 	
                  2.2

                	
                  Administrative
                    Committee

                	1 	 
	 	
                  2.3

                	
                  Beneficiary

                	1 	 
	 	
                  2.4

                	
                  Board

                	1 	 
	 	
                  2.5

                	
                  Bonus

                	2 	 
	 	
                  2.6

                	
                  Change
                    in Control

                	2 	 
	 	
                  2.7

                	
                  Code

                	2 	 
	 	
                  2.8

                	
                  Company

                	2 	 
	 	
                  2.9

                	
                  Compensation

                	2 	 
	 	
                  2.10

                	
                  Deferral
                    Commitment

                	2 	 
	 	
                  2.11

                	
                  Deferral
                    Period

                	3 	 
	 	
                  2.12

                	
                  Determination
                    Date

                	3 	 
	 	
                  2.13

                	
                  Director
                    Fees

                	3 	 
	 	
                  2.14

                	
                  Disability

                	3 	 
	 	
                  2.15

                	
                  Earnings
                    Index

                	3 	 
	 	
                  2.16

                	
                  Elective
                    Deferred Compensation

                	3 	 
	 	
                  2.17

                	
                  Employer

                	3 	 
	 	
                  2.18

                	
                  Participant

                	4 	 
	 	
                  2.19

                	
                  Participation
                    Agreement

                	4 	 
	 	
                  2.20

                	
                  Plan

                	4 	 
	 	
                  2.21

                	
                  Rate
                    of Return

                	4 	 
	 	
                  2.22

                	
                  Salary

                	4 	 
	 	
                  2.23

                	
                  Separation
                    from Service

                	4 	 
	 	
                  2.24

                	
                  Unforeseeable
                    Emergency

                	4 	 
	 	 	 	 
	 	
                  ARTICLE
                    III—PARTICIPATION AND DEFERRAL COMMITMENTS

                	
                  5 
                    

                	 
	 	 	 	 	 
	 	
                  3.1

                	
                  Eligibility
                    and Participation

                	5 	 
	 	
                  3.2

                	
                  Form
                    of Deferral

                	5 	 
	 	
                  3.3

                	
                  Limitations
                    on Deferral Commitments

                	5 	 
	 	
                  3.4

                	
                  Commitment
                    Limited by Separation from Service

                	6 	 
	 	
                  3.5

                	
                  Modification
                    of Deferral Commitment

                	6 	 
	 	
                  3.6

                	
                  Change
                    in Employment Status

                	6 	 


        

      

    


    
      
         

        
        

      

      
        (i)

        
          

        

      

      
        
        

        TABLE
          OF
          CONTENTS

         

      

    

     

    
      
        	 	 	
                Page

              	 
	 	 	 	 
	 	
                ARTICLE
                  IV—DEFERRED COMPENSATION ACCOUNTS

              	
                6 

              	 
	 	 	 	 	 
	 	
                4.1

              	
                Accounts

              	
                6 

              	 
	 	
                4.2

              	
                Elective
                  Deferred Compensation

              	
                6 

              	 
	 	
                4.3

              	
                Matching
                  Contribution

              	
                6 

              	 
	 	
                4.4

              	
                Employer
                  Discretionary Contribution

              	
                6 

              	 
	 	
                4.5

              	
                Allocation
                  of Elective Deferred Compensation

              	
                7 

              	 
	 	
                4.6

              	
                Determination
                  of Accounts

              	
                7 

              	 
	 	
                4.7

              	
                Vesting
                  of Accounts

              	
                7 

              	 
	 	
                4.8

              	
                Statement
                  of Accounts

              	
                
                  8 

                

              	 
	 	 	 	 	 
	 	
                ARTICLE
                  V—PLAN BENEFITS

              	
                8 

              	 
	 	 	 	
                 

              	 
	 	
                5.1

              	
                Distributions
                  Prior to Separation from Service

              	
                8 

              	 
	 	
                5.2

              	
                Distributions
                  Following Separation of Service

              	
                8 

              	 
	 	
                5.3

              	
                Distribution
                  Upon Change in Control

              	
                9 

              	 
	 	
                5.4

              	
                Deferred
                  Payment of Benefit

              	
                
                  9 

                

              	 
	 	
                5.5

              	
                Withholding
                  for Taxes

              	
                9 

              	 
	 	
                5.6

              	
                Valuation
                  and Settlement

              	
                9 

              	 
	 	
                5.7

              	
                Payment
                  to Guardian

              	
                9 

              	 
	 	 	 	 	 
	 	
                ARTICLE
                  VI—BENEFICIARY DESIGNATION

              	
                
                  10 

                

              	 
	 	 	 	 	 
	 	
                6.1

              	
                Beneficiary
                  Designation

              	
                10 

              	 
	 	
                6.2

              	
                Changing
                  Beneficiary

              	
                10 

              	 
	 	
                6.3

              	
                No
                  Beneficiary Designation

              	
                10 

              	 
	 	
                6.4

              	
                Effect
                  of Payment

              	
                10 

              	 
	 	 	 	 	 
	 	
                ARTICLE
                  VII—ADMINISTRATION

              	
                10 

              	 
	 	 	 	 	 
	 	
                7.1

              	
                Committee;
                  Duties

              	
                10 

              	 
	 	
                7.2

              	
                Agents

              	
                11 

              	 
	 	
                7.3

              	
                Binding
                  Effect of Decisions

              	
                11 

              	 
	 	
                7.4

              	
                Indemnity
                  of Committee

              	
                11 

              	 
	 	 	 	 	 
	 	
                ARTICLE
                  VIII—CLAIMS PROCEDURE

              	
                11 

              	 
	 	 	 	
                 

              	 
	 	
                8.1

              	
                Claim

              	
                11 

              	 
	 	
                8.2

              	
                Denial
                  of Claim

              	
                11 

              	 
	 	
                8.3

              	
                Review
                  of Claim

              	
                11 

              	 
	 	
                8.4

              	
                Final
                  Decision

              	
                12 

              	 


      

    

    
 

    

      
        
           

          
          

        

        
          (ii)

          
            

          

        

        
          
          

          TABLE
            OF
            CONTENTS

           

        

      

    

    

      
        	 	 	
                Page

              	 
	 	 	 	 
	 	
                ARTICLE
                  IX—AMENDMENT AND TERMINATION OF PLAN

              	
                
                  12 

                

              	 
	 	 	 	 	 
	 	
                9.1

              	
                Amendment

              	
                12 

              	 
	 	
                9.2

              	
                Employer’s
                  Right to Terminate

              	
                13 

              	 
	 	 	 	 	 
	 	
                ARTICLE
                  X—MISCELLANEOUS

              	
                14 

              	 
	 	 	 	 	 
	 	
                10.1

              	
                Unfunded
                  Plan

              	14 	 
	 	
                10.2

              	
                Unsecured
                  General Creditor

              	14 	 
	 	
                10.3

              	
                Trust
                  Fund

              	14 	 
	 	
                10.4

              	
                Nonassignability

              	15 	 
	 	
                10.5

              	
                Not
                  a Contract of Employment

              	15 	 
	 	
                10.6

              	
                Protective
                  Provisions

              	15 	 
	 	
                10.7

              	
                Governing
                  Law

              	15 	 
	 	
                10.8

              	
                Validity

              	15 	 
	 	
                10.9

              	
                Notice

              	15 	 
	 	
                10.10

              	
                Successors

              	16 	 


      

    


     

    
      
        
           

        

        
        

      

      
        
          (iii)

        

        
          

        

      

      
        
        

        
           

        

      

    



    THE
      MAJESTIC STAR CASINO, LLC

    


    DEFERRED
      COMPENSATION PLAN

    


    


    


    ARTICLE
      I—PURPOSE AND EFFECTIVE
      DATE

    


    The
      purpose of this Deferred Compensation Plan is to provide current tax planning
      opportunities as well as supplemental funds upon the retirement or death of
      certain employees and Board members of Employer. It is intended that the Plan
      will aid in attracting and retaining employees of exceptional ability by
      providing them with these benefits. It is the intention of The Majestic Star
      Casino, LLC and it is the understanding of those employees covered under the
      Plan, that the Plan constitutes a nonqualified deferred compensation plan for
      a
      select group of The Majestic Star Casino, LLC employees, and as such, it is
      unfunded for tax purposes and for purposes of Title I of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”). It is also the understanding
      of employees covered under the Plan that the Plan is subject to the requirements
      of Section 409A of the Code, and that it will be administered in accordance
      with
      the requirements of Section 409A. The Plan shall be effective as of June 1,
      2007.

    


    


    ARTICLE
      II—DEFINITIONS

    


    For
      the
      purposes of this Plan, the following terms shall have the meanings indicated,
      unless the context clearly indicates otherwise:

    


    2.1     Account

    


    “Account”
      means the device used by Employer to measure and determine the amounts to be
      paid to a Participant under the Plan. Separate subaccounts may be maintained
      to
      properly reflect the Participant’s balance and earnings thereon. A Participant’s
      Account shall not constitute or be treated as a trust fund of any
      kind.

    


    2.2     Administrative
      Committee

    


    “Administrative
      Committee” means the committee appointed to administer the Plan pursuant to
      Article VII.

    


    2.3     Beneficiary

    


    “Beneficiary”
      means the person, persons or entity entitled under Article VI to receive any
      Plan benefits payable after a Participant’s death.

    


    2.4      
      Board

    


    “Board”
      means the Board of Directors of the Company.

    



    
      
         

        
        

      

      
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          DEFERRED COMPENSATION PLAN

        
          

        

      

      
        
        

      

    


    2.5     Bonus

    


    “Bonus”
      means any incentive compensation that is payable to a Participant in addition
      to
      the Participant’s Salary.

     

    2.6     Change
      in
      Control

    


    “Change
      in Control” means: 

    


    (a) A
      sale,
      exchange or transfer of more than fifty percent (50%) of the total gross fair
      market value of the assets of the Company on a consolidated basis or more than
      fifty percent (50%) of the total fair market value or total voting power of
      its
      stock; 

    


    (b) A
      merger
      or consolidation of the Company (excluding merger or consolidation where the
      voting securities of the Company prior to the merger or consolidation continue
      to represent fifty percent (50%) or more of the combined voting power of the
      surviving entity after the merger or consolidation); 

    


    (c) Any
      reorganization, reverse stock split or recapitalization that would result in
      a
      Change in Control as defined in paragraphs (a) or (b); or

    


    (d) Any
      transactions or series of related transactions having the same effect as a
      Change in Control as defined in paragraphs (a) or (b).

    


    This
      definition of Change in Control is intended to comply, and be interpreted in
      accordance, with the definition of Change in Control under Code Section 409A
      and
      any and all regulations promulgated thereunder.

    


    2.7     Code

    


    “Code”
      shall mean the Internal Revenue Code of 1986, as amended from time to time,
      together with all regulations promulgated thereunder. Reference to a section
      of
      the Code shall include such section and any comparable section or sections
      of
      any future legislation that amends, supplements, or supersedes such
      section.

    


    2.8     Company

    


    “Company”
      means The Majestic Star Casino, LLC, a corporation, or any successor to the
      business thereof.

    


    2.9     Compensation

    


    “Compensation”
      means the Salary, Bonus or Director Fee the Participant earns for services
      rendered to the Company.

    


    2.10     Deferral
      Commitment

    


    “Deferral
      Commitment” means an election to defer Compensation made by a Participant
      pursuant to Article III and for which a separate Participation Agreement has
      been submitted by the Participant to the Administrative
      Committee.


    
      
         

        
        

      

      
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          2 -
          DEFERRED COMPENSATION PLAN

        
          

        

      

      
        
        

      

    


    2.11     Deferral
      Period

    


    “Deferral
      Period” means a calendar year.

    


    2.12     Determination
      Date

    


    “Determination
      Date” means the last day of each calendar month.

    


    2.13     Director
      Fees

    


    “Director
      Fees” means all Board and committee meeting fees payable to a Participant
      (before reduction for amounts deferred under the Plan). Director Fees do not
      include expenses, reimbursements, or any form of noncash compensation or
      benefits.

    


    2.14     Disability

    


    “Disability”
      means a physical or mental condition in which the Participant:

    


    (a) is
      unable
      to engage in any substantial gainful activity by reason of any medically
      determinable physical or mental impairment which can be expected to result
      in
      death or can be expected to last for a continuous period of not less than twelve
      (12) months, or

    


    (b) is,
      by
      reason of any medically determinable physical or mental impairment which can
      be
      expected to result in death or can be expected to last for a continuous period
      of not less than twelve (12) months, receiving income replacement benefits
      for a
      period of not less than three (3) months under an accident and health plan
      covering employees of the Participant’s employer, or

    


    (c) is
      determined to be totally disabled by the Social Security Administration or
      the
      Railroad Retirement Board.

    


    The
      Administrative Committee’s decision as to Disability will be based upon medical
      reports and/or other evidence satisfactory to the Administrative
      Committee.

    


    2.15     Earnings
      Index

    


    “Earnings
      Index” means a portfolio or fund selected by the Administrative Committee from
      time to time to be used as an index in calculating Rate of Return.

    


    2.16     Elective
      Deferred Compensation

    


    “Elective
      Deferred Compensation” means the amount of Compensation that a Participant
      elects to defer pursuant to a Deferral Commitment.

    


    2.17     Employer

    


    “Employer”
      means the Company or any successor to the business thereof, and any affiliated
      or subsidiary corporations designated by the Administrative
      Committee.

    


     


    
      
         

        
        

      

      
        PAGE
          3 -
          DEFERRED COMPENSATION PLAN

        
          

        

      

      
        
        

      

    


    2.18     Participant

     

      
      “Participant” means any eligible individual who has elected to defer
      Compensation under this Plan.

    


    2.19     Participation
      Agreement

    


    “Participation
      Agreement” means the agreement submitted by a Participant to the Administrative
      Committee prior to the beginning of the Deferral Period, with respect to a
      Deferral Commitment made for such Deferral Period. Such form may be electronic
      via the online enrollment system.

    


    2.20     Plan

    


    “Plan”
      means The Majestic Star Casino, LLC Deferred Compensation Plan, as amended
      from
      time to time.

    


    2.21     Rate
      of
      Return

    


    “Rate
      of
      Return” means the rate used to determine the amount credited monthly to a
      Participant’s Account under Article IV. Such rate shall be determined by
      the Administrative Committee based upon the net performance of the Earnings
      Indices selected by the Participant.

    


    2.22     Salary

    


    “Salary”
      means the Employee’s base salary for the Plan Year. Salary excludes any other
      form of compensation such as restricted stock, proceeds from stock options
      or
      stock appreciation rights, severance payments, moving expenses, car or other
      special allowance, or any other amounts included in an Eligible Employee’s
      taxable income that is not compensation for services. Deferral elections shall
      be computed before taking into account any reduction in taxable income by Salary
      reduction under Code Sections 125 or 401(k), or under this Plan.

    


    2.23     Separation
      from Service

    


    “Separation
      from Service” means termination of employment or service on the Board with The
      Majestic Star Casino, LLC as defined by the Treasury pursuant to Code
      409A.

    


    2.24     Unforeseeable
      Emergency

    


    “Unforeseeable
      Emergency” means a severe financial hardship to the Participant resulting from a
      sudden and unexpected illness or accident of the Participant or of a dependent
      (as defined in Section 152(a) of the Internal Revenue Code) of the
      Participant, loss of the Participant’s property due to casualty, or other
      similar extraordinary and unforeseeable circumstances arising as a result of
      events beyond the control of the Participant as determined by the committee
      in
      accordance with Section 409A(a)(2)(B)(ii)(I) of the code and the Treasury
      Regulation or other guidance thereunder.

    



    
      
         

        
        

      

      
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          4 -
          DEFERRED COMPENSATION PLAN

        
          

        

      

      
        
        

      

    


    ARTICLE
      III—PARTICIPATION AND DEFERRAL COMMITMENTS

    


    3.1     Eligibility
      and Participation

    


    (a) Eligibility.
      Eligibility
      to participate in the Plan is limited to Board members and executives who are
      Directors and above, or as selected by the Administrative Committee.


    


    (b) Participation.
      Eligible
      employees and Board members may elect to participate in the Plan with respect
      to
      any Deferral Period by submitting a Participation Agreement to the
      Administrative Committee by December 31 of the calendar year immediately
      preceding the Deferral Period. Bonus deferral elections must be made at least
      six (6) months before the end of the bonus earning period.

    


    (c) Part-Year
      Participation. When
      an
      employee first becomes eligible to defer Compensation during a Deferral Period,
      a Participation Agreement must be submitted to the Administrative Committee
      no
      later than thirty (30) days following notification to the employee of
      eligibility to defer, and such Participation Agreement shall be effective only
      with regard to Compensation earned or payable following the submission of the
      Participation Agreement to the Administrative Committee.

    


    3.2     Form
      of
      Deferral

    


    A
      Participant may elect Deferral Commitments in the Participation Agreement as
      follows:

    


    (a) Salary
      Deferral Commitment. A
      Salary
      Deferral Commitment shall be related to the Salary payable by Employer to a
      Participant during the Deferral Period. The amount to be deferred shall be
      stated as a flat percentage.

    


    (b) Bonus
      Deferral Commitment. A
      Bonus
      Deferral Commitment shall be related to any Bonus payable to the Participant
      during the Deferral Period. The amount to be deferred shall be stated as a
      flat
      percentage.

    


    (c) Director
      Fees Deferral Commitment.
      A
      Director Fees Commitment shall relate to the Director Fees payable by the
      Company to a Participant during the Deferral Period. The amount to be deferred
      shall be stated as a flat percentage.

     

    3.3     Limitations
      on Deferral Commitments

    


    The
      following limitations shall apply to Deferral Commitments:

    


    (a) Minimum.
      The
      minimum deferral amount shall be two thousand four hundred dollars ($2,400)
      per
      year.

    


    (b) Maximum.
      The
      maximum deferral amount shall be ninety percent (90%) of Salary and one hundred
      percent (100%) of Bonus or Director Fees.

    


    (c) Changes
      in Minimum or Maximum. The
      Administrative Committee may change the minimum or maximum deferral amounts
      from
      time to time by giving written notice to all Participants. No such change may
      affect a Deferral Commitment made prior to the Administrative Committee’s
      action.


    
      
         

        
        

      

      
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          5 -
          DEFERRED COMPENSATION PLAN

        
          

        

      

      
        
        

      

    


    3.4     Commitment
      Limited by Separation
      from
      Service

    


    If
      a
      Participant separates from service with the Employer prior to the end of the
      Deferral Period, the Deferral Period and the Deferral Commitment shall end
      at
      the date of termination.

    


    3.5     Modification
      of Deferral Commitment

    


    A
      Deferral Commitment shall be irrevocable with respect to any Deferral Period
      except that the Committee may permit a Participant to reduce the amount to
      be
      deferred, or waive the remainder of the Deferral Commitment upon a finding
      that
      the Participant has suffered a severe unforeseeable financial hardship as
      determined under Section 5.1b, subject to the requirements of Code
      Section 409A and regulations issued thereunder.

    


    3.6     Change
      in
      Employment Status

    


    If
      the
      Board determines that a Participant’s employment performance is no longer at a
      level that deserves reward through participation in this Plan, but does not
      terminate the Participant’s employment, no Deferral Commitments may be made by
      such Participant after the end of the Deferral Period within which such Board
      decision is reached.

    


    


    ARTICLE
      IV—DEFERRED COMPENSATION ACCOUNTS

    


    4.1     Accounts

    


    For
      record keeping purposes only, an Account shall be maintained for each
      Participant. Separate subaccounts shall be maintained to the extent necessary
      to
      properly reflect the Participant’s election of Earnings Indices, distributing
      format and total vested or nonvested Account balances. The Account shall be
      a
      bookkeeping device utilized for the sole purpose of determining the benefits
      payable under the Plan and shall not constitute a separate fund of
      assets.

    


    4.2     Elective
      Deferred Compensation

    


    A
      Participant’s Elective Deferred Compensation shall be credited to the
      Participant’s Account at the same time the corresponding nondeferred portion of
      the Compensation becomes or would have become payable. Any withholding of taxes
      or other amounts with respect to deferred Compensation which is required by
      state, federal or local law shall be withheld from the Participant’s nondeferred
      Compensation to the maximum extent possible with any excess reducing the amount
      to be credited to the Participant’s Account.

    


    4.3     Matching
      Contribution

    


    The
      Employer shall credit a matching contribution to the Participant’s Account equal
      to any matching contribution which would have been credited to the Participant’s
      401(k) Savings Plan but for the Participant’s participation in this
      Plan.

    


    4.4     Employer
      Discretionary Contribution

     

              
Employer
      may make Discretionary Contributions to Participants’ Accounts. Discretionary
      Contributions shall be credited at such times and in such amounts as the Board
      in its sole discretion shall determine. The amount of the Discretionary
      Contributions shall be evidenced in a special Participation Agreement approved
      by the Board.


    
      
         

        
        

      

      
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          6 -
          DEFERRED COMPENSATION PLAN

        
          

        

      

      
        
        

      

    


     

    


    4.5     Allocation
      of Elective Deferred Compensation

    


    (a) At
      the
      time a Participant completes a Deferral Commitment for a Deferral Period, the
      Participant shall also select the Investment Index or Indices in which the
      Participant wishes to have the deferrals deemed invested. The Participant may
      select any combination of Investment Indices as long as at least one percent
      (1%), in whole percentages, is credited to each of the Investment Indices
      selected.

    


    (b) A
      Participant may change the amounts allocated to the Investment Indices on the
      first day of each month, provided that the Participant submitted notice of
      the
      change before the first day of the month. The change may apply to prospective
      deferrals only or may include current account balances.

    


    (c) Changes
      in Notice and Frequency.
      The
      Administrative Committee may change the notice requirement and frequency by
      which Participants can reallocate their accounts from time to time by giving
      written notice to all Participants.

    


    4.6     Determination
      of Accounts

    


    Each
      Participant’s Account as of each Determination Date shall consist of the balance
      of the Participant’s Account as of the immediately preceding Determination Date,
      plus the Participant’s Elective Deferred Compensation credited during the
      period, plus earnings, minus the amount of any distributions or forfeitures
      made
      since the immediately preceding Determination Date.

    


    4.7     Vesting
      of Accounts

    


    Each
      Participant shall be one hundred percent (100%) vested at all times in the
      Participant’s Elective Deferred Compensation and any earnings thereon. Any
      matching or makeup contributions under Section 4.3 shall vest pursuant to the
      following vesting schedule:

    


    
      	 	
              1

               

              Completed
                Years of Service

               

                

              

            	 	
              2

               

              Percentage
                Vested

               

                

              

            	 
	 	
              Less
                than 1

            	
               

            	
                   0%

            	
               

            
	
               

            	
              1
                but less than 2

            	
               

            	
              10

            	
               

            
	
               

            	
              2
                but less than 3 

            	
               

            	
              25

            	
               

            
	
               

            	
              3
                but less than 4

            	
               

            	
              45

            	
               

            
	
               

            	
              4
                but less than 5

            	
               

            	
              75

            	
               

            
	
               

            	
              5
                or more

            	 	
              100

               

            	 


    

    


    Employer
      Discretionary Contributions and interest thereon shall vest as set forth in
      the
      special Participation Agreement. Upon a Change in Control or death, prior to
      a
      Separation of Service, all balances shall be 100% vested.


    
      
         

        
        

      

      
        PAGE
          7 -
          DEFERRED COMPENSATION PLAN

        
          

        

      

      
        
        

      

    


    4.8     Statement
      of Accounts

    


    The
      Administrative Committee shall give to each Participant a statement setting
      forth the balances in the Participant’s Account on a quarterly basis and at such
      other times as may be determined by the Administrative Committee.

    


    


    ARTICLE
      V—PLAN BENEFITS

    


    5.1     Distributions
      Prior to Separation
      from Service

    


    A
      Participant’s Account may be distributed to the Participant prior to termination
      of employment as follows:

    


    (a) Scheduled
      Early Withdrawals.
      A
      Participant may elect in a Participation Agreement to withdraw all or any
      portion of the amount deferred (and earnings thereon) pursuant to that
      Participation Agreement in two (2) to five (5) annual installments or a single
      lump sum commencing the first January 1 and on each subsequent January 1
      following the date specified in the election. Such date shall not be sooner
      than
      two (2) years after the date the Deferral Period commences.

    


    (b) Hardship
      Withdrawals.
      Upon a
      finding that a Participant has suffered an Unforeseeable Emergency, the
      Administrative Committee may, in its sole discretion, make distributions from
      the Participant’s Account. The amount of such a withdrawal shall be limited to
      the amount the Administrative Committee determines to be reasonably necessary
      to
      meet the Participant’s needs resulting from the Unforeseeable Emergency. Any
      hardship withdrawal distribution shall be payable in a single lump sum within
      thirty (30) days after the Administrative Committee approves such
      payment.

    


    5.2     Distributions
      Following Separation of Service

    


    (a) Termination
      or Disability

    


    (i) Benefit
      Amount. If
      a
      Participant Separates from Service with Employer due to termination or
      Disability, Employer shall pay to the Participant a benefit equal to the balance
      in the Participant’s Account.

    


    (ii) Form
      of Benefit. Subject
      to Section 5.2(a)(iii), benefits under this Section 5.2(a) shall be paid in
      the form selected by the Participant in the Participation Agreement. Optional
      forms of payment include a lump-sum payment or annual installments of the
      Account over a period of up to five (5) years. The initial payment shall be
      within sixty (60) days of termination, or January 1 following Separation from
      Service if so elected, and all subsequent payments, if any, shall be in January.
      As of each January 1, the amount to be distributed in installment payments
      for
      that year shall be determined by dividing the Participant’s Account balance as
      of the preceding December 31 by the remainder of the installment
      periods.

    


    (iii) Small
      Accounts. Notwithstanding
      Section 5.2(a)(ii), if a Participant’s Account aggregated with all other
      deferrals of compensation treated as deferred under a single nonqualified
      deferred compensation plan under Treasury Reg. §1.409A-1(c)(2) is less than
the
      applicable dollar amount under Code Section 402(g)(1)(B), as it may be adjusted
      or amended from time to time, on the separation date, the Administrative
      Committee shall pay the benefit under Section 5.2(a) in a lump
      sum.


    
      
         

        
        

      

      
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    (b) Death
      Benefit

    


    (i) Preretirement.
      If a
      Participant terminates employment with Employer due to death, Employer shall
      pay
      to the Participant’s Beneficiary a lump-sum benefit equal to the vested balance
      in the Participant’s Account.

    


    (ii) Postretirement.
      If a
      Participant dies following the Participant’s Retirement, Employer shall continue
      to pay any remaining benefit payments to the Participant’s Beneficiary in the
      form previously elected by the Participant for Retirement benefits.

    


    5.3     Distribution
      Upon Change in Control

    


    Notwithstanding
      any other section of this Plan, if there is a Change in Control, all balances
      of
      the Plan shall be paid out in a lump sum within thirty (30) days of the Change
      in Control.

    


    5.4     Deferred
      Payment of Benefit

    


    If
      part
      of a Participant’s compensation is not deductible under IRC Section 162(m), then
The
      Majestic Star Casino, LLC may require the Participant to defer payment of
      benefits under this Article to avoid the limitation set forth in Section 162(m).
      Any deferred benefits under this Section shall be distributed to the Participant
      in the first calendar year such amounts would not exceed the limitation as
      set
      out in IRC Section 162(m).

    


    5.5     Withholding
      for Taxes

    


    To
      the
      extent required by the law in effect at the time payments are made, Employer
      shall withhold from payments made hereunder any taxes required to be withheld
      by
      the federal or any state or local government, including any amounts which the
      Employer determines are reasonably necessary to pay any generation-skipping
      transfer tax which is or may become due. A beneficiary, however, may elect
      not
      to have withholding of federal income tax pursuant to Section 3405 of the
      Internal Revenue Code, or any successor provision thereto.

    


    5.6     Valuation
      and Settlement

    


    The
      amount of a lump-sum payment and the initial installment payment shall be based
      on the value of the Participant’s Account on the Determination Date immediately
      preceding the lump-sum payment or commencement of installment
      payments.

    


    5.7     Payment
      to Guardian

    


    The
      Administrative Committee may direct payment to the duly appointed guardian,
      conservator, or other similar legal representative of a Participant or
      Beneficiary to whom payment is due. In the absence of such a legal
      representative, the Administrative Committee may, in it sole and absolute
      discretion, make payment to a person having the care and custody of a minor,
      incompetent or person incapable of handling the disposition of property upon
      proof satisfactory to the Administrative Committee of incompetency,
      minority, or incapacity. Such distribution shall completely discharge the
      Administrative Committee from all liability with respect to such
      benefit.


    
      
         

        
        

      

      
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    ARTICLE
      VI—BENEFICIARY DESIGNATION

    


    6.1     Beneficiary
      Designation

    


    Each
      Participant shall have the right, at any time, to designate a Beneficiary (both
      primary as well as contingent) to whom benefits under this Plan shall be paid
      if
      a Participant dies prior to complete distribution to the Participant of the
      benefits due under the Plan. Each Beneficiary designation shall be in a written
      form prescribed by the Administrative Committee, and will be effective only
      when
      filed with the Administrative Committee during the Participant’s
      lifetime.

    


    6.2     Changing
      Beneficiary

    


    Any
      Beneficiary designation may be changed by a Participant without the consent
      of
      the previously named Beneficiary by the filing of a new Beneficiary designation
      with the Administrative Committee. The filing of a new Beneficiary designation
      shall cancel all Beneficiary designations previously filed. If a Participant’s
      Compensation is community property, any Beneficiary Designation shall be valid
      or effective only as permitted under applicable law.

    


    6.3     No
      Beneficiary Designation

    


    In
      the
      absence of an effective Beneficiary Designation, or if all designated
      Beneficiaries predecease the Participant or die prior to complete distribution
      of the Participant’s benefits, the Participant’s designated Beneficiary shall be
      deemed to be the Participant’s estate.

    


    6.4     Effect
      of
      Payment

    


    Payment
      to the Beneficiary shall completely discharge Employer’s obligations under this
      Plan.

    


    


    ARTICLE
      VII—ADMINISTRATION

    


    7.1     Committee;
      Duties

    


    The
      Plan
      shall be administered by an Administrative Committee consisting of three (3)
      members as may be appointed from time to time by the Board. The Administrative
      Committee shall have the authority to interpret and enforce all appropriate
      rules and regulations for the administration of the Plan and decide or resolve
      any and all questions, including determination of eligibility and
      interpretations of the Plan, as may arise in such administration. A majority
      vote of the Administrative Committee members in office at the time of the vote
      shall control any decision. The required majority action may be taken either
      by
      a vote at a meeting or without a meeting by a signed memorandum. Meetings may
      be
      conducted by telephone conference call. The Administrative Committee may, by
      majority action, delegate to one or more of its members the authority to execute
      and deliver in the name of the Administrative Committee all communications
      and
      documents which the Administrative Committee is required or authorized to
      provide under this Plan. Any party shall accept and rely upon any document
      executed in the name of the Administrative Committee. Members of the
      Administrative Committee may be Participants under this Plan.


    
      
         

        
        

      

      
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    7.2     Agents

    


    The
      Administrative Committee may, from time to time, employ agents and delegate
      to
      them such administrative duties as it sees fit, and may from time to time
      consult with counsel who may be counsel to the Company.

    


    7.3     Binding
      Effect of Decisions

    


    The
      decision or action of the Administrative Committee with respect to any question
      arising out of or in connection with the administration, interpretation and
      application of the Plan and the rules and regulations promulgated hereunder
      shall be final, conclusive and binding upon all persons having any interest
      in
      the Plan.

    


    7.4     Indemnity
      of Committee

    


    The
      Company shall indemnify and hold harmless the members of the Administrative
      Committee against any and all claims, loss, damage, expense or liability arising
      from any action or failure to act with respect to this Plan on account of such
      person’s service on the Administrative Committee, except in the case of gross
      negligence or willful misconduct.

    


    


    ARTICLE
      VIII—CLAIMS PROCEDURE

    


    8.1     Claim

    


    Any
      person claiming a benefit, requesting an interpretation or ruling under the
      Plan, or requesting information under the Plan shall present the request in
      writing to the Administrative Committee which shall respond in writing within
      thirty (30) days.

    


    8.2     Denial
      of
      Claim

    


    If
      the
      claim or request is denied, the written notice of denial shall
      state:

    


    (a) The
      reason for denial, with specific reference to the Plan provisions on which
      the
      denial is based.

    


    (b) A
      description of any additional material or information required and an
      explanation of why it is necessary.

    


    (c) An
      explanation of the Plan’s claim review procedure.

    


    8.3     Review
      of
      Claim

    


    (a) Any
      person whose claim or request is denied or who has not received a response
      within thirty (30) days may request review by notice given in writing to
      the Administrative Committee. The claim or request shall be reviewed by the
      Administrative Committee who may, but shall not be required to, grant the
      claimant a hearing. On review, the claimant may have representation, examine
      pertinent documents, and submit issues and comments in writing.


    
      
         

        
        

      

      
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    (b) Such
      notice shall be made within the lesser of ninety (90) days of notice of denial
      or one hundred twenty (120) days of the original written claim.

    


    8.4     Final
      Decision

    


    The
      decision on review shall normally be made within sixty (60) days. If an
      extension of time is required for a hearing or other special circumstances,
      the
      claimant shall be notified and the time limit shall be one hundred twenty (120)
      days. The decision shall be in writing and shall state the reason
      and the relevant plan provisions. All decisions on review shall be final and
      bind all parties concerned.

    


    


    ARTICLE
      IX—AMENDMENT AND TERMINATION OF PLAN

    


    9.1     Amendment

    


    (a) The
      Company may amend the Plan at any time and from time to time by written
      instrument. Except as provided in (b) below, the power to amend may be executed
      only by the Board.

    


    (b) The
      Administrative Committee may adopt any technical, clerical, conforming or
      clarifying amendment or other change, provided:

    


    (i) The
      Administrative Committee deems it necessary or advisable to:

    


    (A) Correct
      any defect, supply any omission or reconcile any inconsistency in order to
      carry
      out the intent and purposes of the Plan;

    


    (B) Maintain
      the Plan’s status as a “top-hat” plan for purposes of ERISA; or

    


    (C) Facilitate
      the administration of the Plan;

    


    (ii) The
      amendment or change does not, without the consent of the Board, materially
      increase the cost to the Employer of maintaining the Plan; and

    


    (iii) Any
      amendment adopted by the Administrative Committee shall be in writing, signed
      by
      a member of the Committee and promptly reported to the Board.

    


    (c) To
      the
      extent permitted under subsection (e) below, amendments may have an immediate,
      prospective or retroactive effective date.

    


    (d) Amendments
      do not require the consent of any Participant or Beneficiary.

    


    (e) Amendments
      are subject to the following limitations:

    


    (i) Preservation
      of Account Balance. No
      amendment shall reduce the amount credited or to be credited to any Account
      as
      of the date notice of the amendment is given to Participants.


    
      
         

        
        

      

      
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    (ii) Changes
      in Earnings Rate. If
      the
      Plan is amended so that the Earnings Index is not used to calculate the Rate
      of
      Return, the rate of earnings to be credited to the Participant’s Account shall
      not be less than the monthly equivalent of the average nominal annual yield
      on
      three (3) month Treasury bills for the applicable period.

    


    9.2     Employer’s
      Right to Terminate

    


    The
      Board
      may at any time partially or completely terminate the Plan if, in its judgment,
      the tax, accounting or other effects of the continuance of the Plan, or
      potential payments thereunder would not be in the best interests of Employer.
      To
      the extent such termination would provide for an acceleration of the time and
      form of a payment of benefits under the Plan, such termination and acceleration
      must be made in accordance with one of the following provisions:

    


    (a) The
      termination of the Plan is made within twelve (12) months of a corporate
      dissolution taxed under Code section 331, or with the approval of a bankruptcy
      court pursuant to 11 U.S.C. §503(b)(1)(A), and the amounts deferred under the
      Plan are included in the participants’ gross incomes no later than the latest of
      the following years.

    


    (i) 
      The
      calendar year in which the Plan termination occurs.

    


    (ii) The
      first
      calendar year in which the amount is no longer subject to a substantial risk
      of
      forfeiture.

    


    (iii) The
      first
      calendar year in which the payment is administratively practicable.

    


    (b) The
      termination of the Plan is pursuant to irrevocable action taken within the
      thirty (30) days preceding or the twelve (12) months following a Change in
      Control (as defined in Section 2.6). This provision will only apply to a payment
      under the Plan if all other agreements, methods, programs, and other
      arrangements sponsored by the service recipient immediately after the Change
      in
      Control with which deferrals of compensation under this Plan are treated as
      having been deferred under a single plan under Treasury Regulation
§1.409A-1(c)(2) are terminated and liquidated with respect to each Participant
      that experienced the Change in Control, so that under the terms of the
      termination and liquidation all such Participants are required to receive all
      amounts of compensation deferred under the terminated agreements, methods,
      programs, and other arrangements within twelve (12) months of the date the
      Company irrevocably takes all necessary action to terminate and liquidate the
      agreements, methods, programs, and other arrangements. For purposes of this
      provision, where the Change in Control results from an asset purchase
      transaction, the applicable service recipient with the discretion to liquidate
      and terminate the agreements, methods, programs, and other arrangements is
      the
      service recipient that is primarily liable immediately after the transaction
      for
      the payment of the deferred compensation.

    


    (c) The
      termination and liquidation of the Plan, provided that:

    


    (i) The
      termination and liquidation does not occur proximate to a downturn in the
      financial health of the Company;

    


    (ii) The
      Company terminates and liquidates all agreements, methods, programs, and other
      arrangements sponsored by the Company that would be aggregated with the Plan
      under Treasury Reg. §1.409A-1(c) if the same Participant had deferrals of
      compensation under
      all
      of the agreements, methods, programs, and other arrangements that are terminated
      and liquidated;


    
      
         

        
        

      

      
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    (iii) No
      payments in liquidation of the Plan are made within twelve (12) months of the
      date the Company takes all necessary action to irrevocably terminate the Plan
      other than payments that would be payable under the terms of the Plan if the
      action to terminate the Plan had not occurred;

    


    (iv) All
      payments are made within twenty-four (24) months of the date the Company takes
      all necessary action to irrevocably terminate the Plan; and

    


    (v) The
      Company does not adopt a new plan that would be aggregated with any terminated
      and liquidated plan under §1.409A-1(c) if the same employee participated in both
      plans, at any time within three (3) years following the date the Company takes
      all necessary action to irrevocably terminate the Plan.

    


    (d) Such
      other events and conditions as the Commissioner of the Internal Revenue Service
      may prescribe in generally applicable guidance published in the Internal Revenue
      Bulletin.

    


    


    ARTICLE
      X—MISCELLANEOUS

    


    10.1     Unfunded
      Plan

    


    This
      plan
      is an unfunded plan maintained primarily to provide deferred compensation
      benefits for a select group of “management or highly-compensated employees”
within the meaning of Sections 201, 301 and 401 of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), and therefore is exempt from
      the provisions of Parts 2, 3 and 4 of Title I of ERISA.

    


    10.2     Unsecured
      General Creditor

    


    Participants
      and Beneficiaries shall be unsecured general creditors, with no secured or
      preferential right to any assets of Employer or any other party for payment
      of
      benefits under this Plan. Any life insurance policies, annuity contracts or
      other property purchased by Employer in connection with this Plan shall remain
      its general, unpledged and unrestricted assets. Employer’s obligation under the
      Plan shall be an unfunded and unsecured promise to pay money in the
      future.

    


    10.3     Trust
      Fund

    


    At
      its
      discretion, the Employer may establish one (1) or more trusts, with such
      trustees as the Employer may approve, for the purpose of providing for the
      payment of benefits owed under the Plan. Although such a trust shall be
      irrevocable, its assets shall be held for payment of all the Company’s general
      creditors in the event of insolvency or bankruptcy. To the extent any benefits
      provided under the Plan are paid from any such trust, Employer shall have no
      further obligation to pay them. If not paid from the trust, such benefits shall
      remain the obligation of Employer.

    


     


    
      
         

        
        

      

      
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    10.4     Nonassignability

     

    Neither
      a
      Participant nor any other person shall have any right to commute, sell, assign,
      transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
      hypothecate or convey in advance of actual receipt
      the amounts, if any, payable hereunder, or any part thereof, which are, and
      all
      rights to which are, expressly declared to be unassignable and nontransferable.
      No part of the amounts payable shall, prior to actual payment, be subject to
      seizure or sequestration for the payment of any debts, judgments, alimony or
      separate maintenance owed by a Participant or any other person, nor be
      transferable by operation of law in the event of a Participant’s or any other
      person’s bankruptcy or insolvency.

    


    10.5     Not
      a
      Contract of Employment

    


    This
      Plan
      shall not constitute a contract of employment between Employer and the
      Participant. Nothing in this Plan shall give a Participant the right to be
      retained in the service of Employer or to interfere with the right of Employer
      to discipline or discharge a Participant at any time.

    


    10.6     Protective
      Provisions

    


    A
      Participant will cooperate with Employer by furnishing any and all information
      requested by Employer in order to facilitate the payment of benefits hereunder,
      and by taking such physical examinations as Employer may deem necessary and
      taking such other action as may be requested by Employer.

    


    10.7     Governing
      Law

    


    The
      provisions of this Plan shall be construed and interpreted according to the
      laws
      of the State of Indiana, except as preempted by federal law.

    


    10.8     Validity

    


    In
      case
      any provision of this Plan shall be held illegal or invalid for any reason,
      said
      illegality or invalidity shall not affect the remaining parts hereof, but this
      Plan shall be construed and enforced as if such illegal and invalid provision
      had never been inserted herein.

    


    10.9     Notice

    


    Any
      notice required or permitted under the Plan shall be sufficient if in writing
      and hand delivered or sent by registered or certified mail. Such notice shall
      be
      deemed as given as of the date of delivery or, if delivery is made by mail,
      as
      of the date shown on the postmark on the receipt for registration or
      certification. Mailed notice to the Administrative Committee shall be directed
      to the Company’s address. Mailed notice to a Participant or Beneficiary shall be
      directed to the individual’s last known address in Employer’s
      records.

    



    
      
         

        
        

      

      
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    10.10     Successors

    


    The
      provisions of this Plan shall bind
      and inure to the benefit of Employer and its successors and assigns. The term
      successors as used herein shall include any corporate or other business entity
      which shall, whether by merger, consolidation, purchase or otherwise acquire
      all
      or substantially all of the business and assets of Employer, and successors
      of
      any such corporation or other business 

    entity.

    


    
      	 	
              THE
                MAJESTIC STAR CASINO, LLC

            
	 	 
	 	 
	
              By:

            	  /s/
              Kirk Saylor
	 	
              Its
                Executive Vice President and Chief Operating Officer

            
	 	 
	
              Dated:

            	 May
              23, 2007


    

    
 

     

     

     

     

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