<PAGE>
                                                                   EXHIBIT 10.11













                            GREAT WOLF RESORTS, INC.

                           DEFERRED COMPENSATION PLAN

                   EFFECTIVE AS OF ____________________, 2004










<PAGE>
                            GREAT WOLF RESORTS, INC.
                           DEFERRED COMPENSATION PLAN
                   EFFECTIVE AS OF ____________________, 2004

                                TABLE OF CONTENTS

<TABLE>

<S>                                                                                                              <C>
ARTICLE I         DEFINITIONS.....................................................................................1

         1.1      ACCOUNT.........................................................................................1
         1.2      AFFILIATE.......................................................................................1
         1.3      BASE COMPENSATION...............................................................................1
         1.4      BASE COMPENSATION DEFERRALS.....................................................................1
         1.5      BENEFICIARY.....................................................................................1
         1.6      BOARD...........................................................................................1
         1.7      CHANGE EFFECTIVE DATE...........................................................................1
         1.8      CHANGE IN CONTROL...............................................................................2
         1.9      CHIEF EXECUTIVE OFFICER.........................................................................2
         1.10     CODE............................................................................................2
         1.11     COMMITTEE.......................................................................................2
         1.12     COMPENSATION....................................................................................2
         1.13     COMPENSATION DEFERRAL ACCOUNT...................................................................2
         1.14     COMPENSATION DEFERRALS..........................................................................2
         1.15     DESIGNATION DATE................................................................................2
         1.16     DISABILITY......................................................................................2
         1.17     EFFECTIVE DATE..................................................................................2
         1.18     ELIGIBLE INDIVIDUAL.............................................................................2
         1.20     EMPLOYER........................................................................................3
         1.21     EMPLOYER CONTRIBUTION CREDIT ACCOUNT............................................................3
         1.22     EMPLOYER CONTRIBUTION CREDITS...................................................................3
         1.23     ENTRY DATE......................................................................................3
         1.24     ERISA...........................................................................................3
         1.25     PARTICIPANT.....................................................................................3
         1.26     PARTICIPANT ENROLLMENT AND ELECTION FORM........................................................3
         1.27     PLAN............................................................................................3
         1.28     PLAN SPONSOR....................................................................................3
         1.29     PLAN YEAR.......................................................................................3
         1.30     QUALIFIED PLAN..................................................................................3
         1.31     RETIREMENT......................................................................................3
         1.32     TRUST...........................................................................................3
         1.33     TRUSTEE.........................................................................................3
         1.34     VALUATION DATE..................................................................................3

ARTICLE II        ELIGIBILITY AND PARTICIPATION...................................................................4

         2.1      REQUIREMENTS....................................................................................4
         2.2      RE-EMPLOYMENT...................................................................................4
         2.3      CHANGE OF EMPLOYMENT CATEGORY...................................................................4

ARTICLE III       CONTRIBUTIONS AND CREDITS.......................................................................4
</TABLE>


                                       i

<PAGE>

<TABLE>

<S>                                                                                                              <C>
         3.1      EMPLOYER CONTRIBUTION CREDITS...................................................................4
         3.2      PARTICIPANT COMPENSATION DEFERRALS..............................................................5
         3.3      CONTRIBUTIONS TO THE TRUST......................................................................6

ARTICLE IV        ALLOCATION OF FUNDS.............................................................................6

         4.1      ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS.............................................6
         4.2      ACCOUNTING FOR DISTRIBUTIONS....................................................................7
         4.3      DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS....................................................7
         4.4      PAYMENT OF TAXES AND EXPENSES...................................................................8

ARTICLE V         ENTITLEMENT TO BENEFITS.........................................................................8

         5.1      FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT..................................................8
         5.2      HARDSHIP DISTRIBUTIONS..........................................................................9
         5.3      RE-EMPLOYMENT OF RECIPIENT......................................................................9
         5.4      VESTING.........................................................................................9

ARTICLE VI        DISTRIBUTION OF BENEFITS.......................................................................10

         6.1      AMOUNT.........................................................................................10
         6.2      METHOD OF PAYMENT..............................................................................10
                  (a)      MEDIUM OF PAYMENT.....................................................................10
                  (b)      TIMING AND MANNER OF PAYMENT..........................................................11
         6.3      DEATH OR DISABILITY BENEFITS...................................................................11
         6.4      CHANGE IN CONTROL..............................................................................11

ARTICLE VII       BENEFICIARIES; PARTICIPANT DATA................................................................11

         7.1      DESIGNATION OF BENEFICIARIES...................................................................11
         7.2      INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY
                  TO LOCATE PARTICIPANTS OR BENEFICIARIES........................................................12

ARTICLE VIII      ADMINISTRATION AND RECORDKEEPING...............................................................12

         8.1      ADMINISTRATIVE AND RECORDKEEPING AUTHORITY.....................................................12
         8.2      LITIGATION.....................................................................................13
         8.3      CLAIMS PROCEDURE...............................................................................13
                  (a)      Initial Claim.........................................................................13
                  (b)      Review Procedures.....................................................................14
                  (c)      Calculation of Time Periods...........................................................15
                  (d)      Failure of Plan to Follow Procedures..................................................15

ARTICLE IX        AMENDMENT......................................................................................15

         9.1      RIGHT TO AMEND.................................................................................15
         9.2      AMENDMENT TO ENSURE PROPER CHARACTERIZATION OF THE PLAN........................................15
         9.3      CHANGES IN LAW AFFECTING TAXABILITY............................................................15
                  (a)      Affected Right or Feature Nullified...................................................16
                  (b)      Tax Distribution......................................................................16
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                                                              <C>
ARTICLE X         TERMINATION....................................................................................16


ARTICLE XI        MISCELLANEOUS..................................................................................16

         11.1     LIMITATIONS ON LIABILITY OF PLAN SPONSOR AND EMPLOYER..........................................16
         11.2     CONSTRUCTION...................................................................................17
         11.3     SPENDTHRIFT PROVISION..........................................................................17

ARTICLE XII       THE TRUST......................................................................................18
</TABLE>




                                      iii


<PAGE>

                            GREAT WOLF RESORTS, INC.
                           DEFERRED COMPENSATION PLAN
                    Effective as of __________________, 2004

                                    RECITALS

         This Plan is established by the Plan Sponsor for certain management
employees of the Plan Sponsor and its Affiliates who qualify as Eligible
Individuals under this Plan. The purpose of this Plan is to offer Participants
deferred compensation benefits taxable under section 451 of the Code and to
supplement such Participants' retirement benefits under the Qualified Plan. The
Plan is intended to be a "top-hat plan" (i.e., an unfunded deferred compensation
plan maintained for a select group of management or highly compensated
employees) pursuant to sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

                                   ARTICLE I

                                   DEFINITIONS

         The following terms, as used herein, unless a different meaning is
implied by the context, have the following meaning:

         1.1      ACCOUNT means the bookkeeping account maintained by, or on
behalf of, the Plan Sponsor to show for each Participant as of any date all
credits made by or on behalf of such Participant under this Plan, any
adjustments to such credits made in accordance with Section 4.1 and any
distributions to such Participant under Article VI, which Account shall include
a Compensation Deferral Account and an Employer Contribution Credit Account.

         1.2      AFFILIATE means any employer required to be aggregated with
the Plan Sponsor under Code Sections 414(b), (c), (m) or (o).

         1.3      BASE COMPENSATION means the total cash base compensation of
the Participant as set by the Plan Sponsor for the Plan Year of reference, which
compensation shall be determined before any pre-tax deductions are made on
behalf of such Participant to the Qualified Plan, cafeteria plan or
transportation program.

         1.4      BASE COMPENSATION DEFERRALS is defined in Section 3.1.

         1.5      BENEFICIARY means any person or persons so designated in
accordance with the provisions of Article VII.

         1.6      BOARD means the Board of Directors of the Plan Sponsor.

         1.7      CHANGE EFFECTIVE DATE means a "Change Effective Date" as
defined in the Plan Sponsor's 2004 Incentive Stock Plan.

<PAGE>


         1.8      CHANGE IN CONTROL means a "Change in Control" as defined in
the Plan Sponsor's 2004 Incentive Stock Plan.

         1.9      CHIEF EXECUTIVE OFFICER means the Chief Executive Officer of
the Plan Sponsor.

         1.10     CODE means the Internal Revenue Code of 1986 and the
regulations thereunder, as amended from time to time.

         1.11     COMMITTEE means the Compensation Committee of the Board.

         1.12     COMPENSATION means the total current cash remuneration,
including total cash base compensation and total cash bonus compensation, as set
by the Plan Sponsor for the Plan Year of reference, which compensation shall be
determined before any pre-tax deductions are made on behalf of such Participant
to the Qualified Plan, cafeteria plan or transportation program.

         1.13     COMPENSATION DEFERRAL ACCOUNT is defined in Section 3.2.

         1.14     COMPENSATION DEFERRALS is defined in Section 3.2.

         1.15     DESIGNATION DATE means the date or dates as of which a
designation of deemed investment directions by an individual pursuant to Section
4.1 and Section 4.4 shall become effective. The Designation Dates in any Plan
Year include January 1, April 1, July 1 and October 1.

         1.16     DISABILITY means a disability with respect to which a
Participant qualifies for permanent disability benefits under the Plan Sponsor's
long-term disability plan, or, if the Participant does not participate in such a
plan or the Plan Sponsor does not sponsor such a plan or discontinues to sponsor
such a plan, the Participant shall be considered disabled if he or she qualifies
for and receives Social Security disability benefits.

         1.17     EFFECTIVE DATE means the effective date of this Plan, which
shall be _______________, 2004.

         1.18     ELIGIBLE INDIVIDUAL means, for any Plan Year (or applicable
portion thereof), any individual (i) who is employed by an Employer in a Vice
President or more senior position or who is determined by the Committee to be a
member of a select group of management or highly compensated employees of an
Employer (within the meaning of ERISA), and (ii) who is designated by the
Committee to be an Eligible Individual under the Plan.

         1.19     By each December 1, the Plan Sponsor shall notify those
individuals, if any, who will be Eligible Individuals for the next Plan Year. If
the Plan Sponsor determines that an individual first becomes an Eligible
Individual during a Plan Year, the Plan Sponsor shall notify such individual of
that determination and of the date during the Plan Year on which the individual
shall first become an Eligible Individual.


                                      -2-
<PAGE>


         1.20     EMPLOYER means the Plan Sponsor or one of its Affiliates.

         1.21     EMPLOYER CONTRIBUTION CREDIT ACCOUNT is defined in Section
3.1.

         1.22     EMPLOYER CONTRIBUTION CREDITS is defined in Section 3.1.

         1.23     ENTRY DATE with respect to an individual means the first day
of a pay period following the date on which the individual becomes an Eligible
Individual.

         1.24     ERISA means the Employee Retirement Income Security Act of
1974, as amended.

         1.25     PARTICIPANT means any person so designated in accordance with
the provisions of Article II, including, where appropriate according to the
context of the Plan, any former employee who is or may become (or whose
Beneficiaries may become) eligible to receive a benefit under the Plan.

         1.26     PARTICIPANT ENROLLMENT AND ELECTION FORM means the form (or
forms) on which a Participant elects to defer Compensation under this Plan, on
which the Participant makes elections concerning the time and manner of payment
of amounts attributable to such election, and on which the Participant makes
certain other designations as required thereon.

         1.27     PLAN means this Great Wolf Resorts, Inc. Deferred Compensation
Plan, as amended from time to time.

         1.28     PLAN SPONSOR means Great Wolf Resorts, Inc. and its successors
and assigns.

         1.29     PLAN YEAR means the twelve (12) month period ending on the
December 31 of each year during which the Plan is in effect.

         1.30     QUALIFIED PLAN means the Plan Sponsor's tax-qualified 401(k)
plan, as amended from time to time.

         1.31     RETIREMENT means a Participant's termination from the
employment of the Plan Sponsor and its Affiliates upon or after attaining age
sixty-five (65).

         1.32     TRUST means the grantor trust, if any, established pursuant to
the Plan.

         1.33     TRUSTEE means the trustee named in the agreement establishing
the Trust and such successor and/or additional trustees as may be named pursuant
to the terms of the agreement establishing the Trust.

         1.34     VALUATION DATE means each day of each Plan Year.



                                      -3-
<PAGE>

                                   ARTICLE II

                          ELIGIBILITY AND PARTICIPATION

         2.1      REQUIREMENTS. Every Eligible Individual on the Effective Date
shall be eligible to become a Participant on the Effective Date. Every other
Eligible Individual shall be eligible to become a Participant on the first Entry
Date occurring on or after the date on which he or she becomes an Eligible
Individual. No individual shall become a Participant, however, if he or she is
not an Eligible Individual on the date his or her participation is to begin.

                  Participation in the Compensation Deferral Account portion of
the Plan is voluntary. In order to participate in the Compensation Deferral
Account portion of the Plan, an otherwise Eligible Individual must make written
application in such manner as may be required by Section 3.2 and by the Plan
Sponsor and must agree to make Compensation Deferrals as provided in Article
III.

                  Participation in the Employer Contribution Credit Account
portion of the Plan is automatic for all eligible Participants.

         2.2      RE-EMPLOYMENT. If a Participant whose employment with an
Employer is terminated is subsequently re-employed, he or she shall become a
Participant in accordance with the provisions of Section 2.1.

         2.3      CHANGE OF EMPLOYMENT CATEGORY. During any period in which a
Participant remains in the employ of an Employer, but ceases to be an Eligible
Individual, he or she shall not be eligible to make Compensation Deferrals or to
be credited with Employer Contribution Credits hereunder.

                                  ARTICLE III

                            CONTRIBUTIONS AND CREDITS

         3.1      EMPLOYER CONTRIBUTION CREDITS. There shall be established and
maintained a separate Employer Contribution Credit Account in the name of each
Participant. There shall be established the following two (2) sub-accounts under
a Participant's Employer Contribution Credit Account: (a) the Employer Matching
Contribution Sub-Account; and (b) the Employer Profit Sharing Contribution
Sub-Account. Each such Sub-Account shall be credited or debited, as applicable,
with (a) amounts equal to the Employer's Contribution Credits credited to that
Sub-Account; and (b) amounts equal to any deemed earnings and losses (to the
extent realized, based upon deemed fair market value of the Sub-Account's deemed
assets as determined by the Plan Sponsor, in its discretion) allocated to that
Sub-Account; and (c) expenses and/or taxes charged to that Sub-Account.

                  Provided a Participant remains in the employ of an Employer as
an Eligible Individual on the last day of a Plan Year and the Participant has
elected to defer


                                      -4-
<PAGE>

all or a portion of his or her Base Compensation pursuant to Section 3.2
(referred to herein as "Base Compensation Deferrals") with respect to such Plan
Year, Employer Contribution Credits shall be credited to the Participant's
Employer Matching Contribution Sub-Account for such Plan Year in an amount equal
to the excess of (a) one hundred percent (100%) of the Participant's Base
Compensation Deferrals for such Plan Year, but not to exceed such percentage of
the Participant's Base Compensation for such Plan Year as shall be established
in the sole discretion of the Committee (until changed by the Committee, a four
percent (4%) rate shall apply); over (b) the sum of the matching contributions
actually made by the Employer to the Qualified Plan for such Plan Year.

                  Provided a Participant remains in the employ of an Employer as
an Eligible Individual on the last day of a Plan Year, Employer Contribution
Credits shall be credited to the Participant's Employer Profit Sharing
Contribution Sub-Account for such Plan Year in an amount (if any) equal to a
percentage of the Participant's combined Employer Matching Contribution
Sub-Account credits and Qualified Plan matching contributions for such Plan
Year, which percentage shall be established in the sole discretion of the
Committee and may vary from Participant to Participant (but may in no event
exceed one hundred fifty percent (150%)).

                  A Participant shall become vested in amounts credited to his
or her Employer Contribution Credit Account as provided in Section 5.4.

         3.2      PARTICIPANT COMPENSATION DEFERRALS. In accordance with rules
established by the Plan Sponsor, a Participant may elect to defer Compensation,
which is due to be earned and which would otherwise be paid to the Participant
for a Plan Year, in any percentage designated by the Participant. A Participant
may make a separate election to defer with respect to his or her total cash base
compensation and with respect to his or her total cash bonus compensation.
Further, in accordance with rules established by the Plan Sponsor, any
Participant as of the Effective Date who is eligible to receive a cash bonus
upon the completion of an initial public offering of the Plan Sponsor's common
stock may make a separate election with respect to such cash bonus. Amounts so
deferred will be considered a Participant's "Compensation Deferrals." A
Participant shall make such elections with respect to a coming twelve (12) month
Plan Year during the period beginning on the December 1 and ending on the
December 31 of the prior Plan Year, or during such other period as is
established by the Plan Sponsor. A deferral election shall be irrevocable for
the period for which the election is made.

                  Compensation Deferrals shall be made through regular payroll
deductions or through an election by the Participant to defer the payment of a
bonus not yet payable to him or her at the time of the election.

                  A Compensation Deferral payroll deduction election shall
continue in force indefinitely, until changed by the Participant as provided
during the period described above. Compensation Deferrals shall be deducted by
the Plan Sponsor from the pay of a deferring Participant and shall be credited
to the Account of the deferring Participant.


                                      -5-
<PAGE>


                  There shall be established and maintained by the Plan Sponsor
a separate Compensation Deferral Account in the name of each Participant, to
which shall be credited or debited, as applicable: (a) amounts equal to the
Participant's Compensation Deferrals; (b) amounts equal to any deemed earnings
and losses (to the extent realized, based upon deemed fair market value of the
Account's deemed assets as determined by the Plan Sponsor in its discretion)
attributable or allocable thereto; and (c) expenses and/or taxes charged to that
Account.

                  A Participant shall at all times be one hundred percent (100%)
vested in amounts credited to his or her Compensation Deferral Account, as
provided in Section 5.4.

         3.3      CONTRIBUTIONS TO THE TRUST. If the Plan Sponsor establishes a
Trust pursuant to Article XII, amounts shall be contributed by the Plan Sponsor
to the Trust equal to the amounts required to be credited to the Participant's
Account under Sections 3.1 and 3.2. The Plan Sponsor shall contribute the
amounts referred to in Section 3.2 to the Trust as soon as is practicable after
the pay periods to which they relate. The Plan Sponsor shall contribute the
amounts referred to in Section 3.1 to the Trust within sixty (60) days after the
close of the Plan Year to which they relate.

                                   ARTICLE IV

                               ALLOCATION OF FUNDS

         4.1      ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS. Pursuant
to and subject to Section 4.3, each Participant shall have the right to direct
the Employer as to how amounts in his or her Account shall be deemed to be
invested in the deemed investment options made available under the Plan. The
Plan Sponsor or its delegate shall adjust each Participant's Account for
investment gains and losses as if the credits to such Account had been invested
in the deemed investment options available under the Plan in accordance with the
Participant's election or elections (or default election or elections) as in
effect from time to time. Each Participant may make and may change his or her
election of deemed investment options under this Section 4.1 in accordance with
Section 4.3 and such other procedures as established by the Plan Sponsor, and
the Plan Sponsor shall have the right to change such procedures at any time with
or without notice to any Participant. The deemed investment options available
under the Plan may be the same as the actual investment alternatives available
under the Qualified Plan or in actual investment options deemed by the Plan
Sponsor to be comparable to the actual investment options available under the
Qualified Plan. Further, the Plan Sponsor's common stock may be a deemed
investment option to the extent determined by the Plan Sponsor with respect to
any Compensation Deferrals made from any cash bonus otherwise payable upon
completion of an initial public offering of the Plan Sponsor's common stock. All
such adjustments shall be made at the same time and in accordance with the
procedures established by the Plan Sponsor for crediting such investment gains
and losses to a Participant's Account.


                                      -6-
<PAGE>


         4.2      ACCOUNTING FOR DISTRIBUTIONS. As of the date of any
distribution under this Plan to a Participant or his or her Beneficiary or
Beneficiaries, such distribution shall be charged to such Participant's Account.
Such amounts shall be charged on a pro rata basis against the investment options
in which the Participant's Account is deemed to be invested.

         4.3      DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS. Subject to such
limitations as may from time to time be required by law, imposed by the Plan
Sponsor or the Trustee or contained elsewhere in the Plan, and subject to such
operating rules and procedures as may be imposed from time to time by the
Employer, prior to and effective for each Designation Date, each Participant may
communicate to the Plan Sponsor a direction (in accordance with (a), below) as
to how his or her Plan Accounts should be deemed to be invested among such
deemed investment options as may be made available by the Plan Sponsor
hereunder. Such direction shall designate the percentage (in any whole percent
multiples) or amount (in any whole dollar multiples) of each portion of the
Participant's Account which is requested to be deemed to be invested in such
deemed investment options, and shall be subject to the following rules:

                  (a)      Any initial or subsequent deemed investment direction
         shall be in writing, on a form supplied by and filed with the Plan
         Sponsor, and/or, as required or permitted by the Plan Sponsor, shall be
         by oral designation and/or electronic transmission designation. A
         designation shall be effective as of the Designation Date next
         following the date the direction is received and accepted by the Plan
         Sponsor on which it would be reasonably practicable for the Plan
         Sponsor to effect the designation.

                  (b)      All amounts credited to the Participant's Account
         shall be deemed to be invested in accordance with the then effective
         deemed investment direction, and as of the Designation Date with
         respect to any new deemed investment direction, all or a portion of the
         Participant's Account at that date shall be reallocated among the
         designated deemed investment options according to the percentages or
         amounts specified in the new deemed investment direction unless and
         until a subsequent deemed investment direction shall be filed and
         become effective. An election concerning deemed investment options
         shall continue in effect until changed in accordance with such
         procedures as established by the Plan Sponsor.

                  (c)      If the Plan Sponsor receives an initial or revised
         deemed investment direction which it deems to be incomplete, unclear or
         improper, the Participant's investment direction then in effect shall
         remain in effect (or, in the case of a deficiency in an initial deemed
         investment direction, the Participant shall be deemed to have filed no
         deemed investment direction) until the next Designation Date, unless
         the Plan Sponsor provides for, and permits the application of,
         corrective action prior thereto.


                                      -7-
<PAGE>

                  (d)      If the Plan Sponsor possesses (or is deemed to
         possess as provided in (c), above) at any time directions as to the
         deemed investment of less than all of a Participant's Account, the
         Participant shall be deemed to have directed that the undesignated
         portion of the Account be deemed to be invested in a money market,
         fixed income or similar fund made available under the Plan as
         determined by the Plan Sponsor in its discretion.

                  (e)      Each Participant hereunder, as a condition to his or
         her participation hereunder, agrees to indemnify and hold harmless the
         Plan Sponsor and its agents and representatives from any losses or
         damages of any kind relating to the deemed investment of the
         Participant's Account hereunder.

                  (f)      Each reference in this Section to a Participant shall
         be deemed to include, where applicable, a reference to a Beneficiary.

         4.4      PAYMENT OF TAXES AND EXPENSES. Expenses, including Trustee
fees, associated with the administration or operation of the Plan shall be paid
by the Plan Sponsor, unless, in the discretion of the Plan Sponsor, the Plan
Sponsor elects to charge such expenses against the appropriate Participant's
Account or Participants' Accounts. Any taxes (or net operating loss reductions)
allocable to an Account (or portion thereof) maintained under the Plan which
arise prior to the complete distribution of the Account, shall be absorbed by
the Plan Sponsor, unless, in the discretion of the Plan Sponsor, the Plan
Sponsor elects to charge such taxes against the appropriate Participant's
Account or Participants' Accounts.

                                   ARTICLE V

                             ENTITLEMENT TO BENEFITS

         5.1      FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT. On his or her
Participant Enrollment and Election Form, a Participant may select payment or
commencement of payment of his or her vested Account at his or her termination
of employment with an Employer.

                  Alternatively, on his or her Participant Enrollment and
Election Form, a Participant may select a fixed payment date for the payment or
commencement of payment of his or her vested Account, which will be valued and
payable according to the provisions of Article VI. Such payment dates may be
extended to later dates so long as elections to so extend the dates are made by
the Participant at least twelve (12) months prior to the date on which the
distribution is to be made or commence. Such payment dates may not be
accelerated. A Participant who selects payment or commencement of payment of his
or her vested Account on a fixed date or dates shall receive payment or commence
to receive payment of his or her vested Account at the earlier of (a) such fixed
payment date or dates (as extended, if applicable) or (b) his or her termination
of employment with an Employer.


                                      -8-
<PAGE>

                  Any fixed payment dates elected by a Participant under this
Section 5.1 for the payment or commencement of payment of his or her vested
Account must be the January 1 of the third calendar year after the calendar year
in which the election is made.

                  If a Participant does not make an election as provided above
for any particular amounts hereunder, and the Participant terminates employment
with an Employer for any reason, the Participant's vested Account at the date of
such termination shall be valued and payable at or commencing at such
termination according to the provisions of Article VI.

         5.2      HARDSHIP DISTRIBUTIONS. In the event of financial hardship of
the Participant, as hereinafter defined, the Participant may apply to the Plan
Sponsor for the distribution of all or any part of his or her vested Account.
The Plan Sponsor shall consider the circumstances of each such case, and the
best interests of the Participant and his or her family, and shall have the
right, in its sole discretion, if applicable, to allow such distribution, or, if
applicable, to direct a distribution of part of the amount requested, or to
refuse to allow any distribution. Upon a finding of financial hardship, the Plan
Sponsor shall make the appropriate distribution to the Participant from amounts
held by the Plan Sponsor in respect of the Participant's vested Account. In no
event shall the aggregate amount of the distribution exceed either the full
value of the Participant's vested Account or the amount determined by the Plan
Sponsor to be necessary to alleviate the Participant's financial hardship (which
financial hardship may be considered to include any taxes due because of the
distribution occurring because of this Section), and which is not reasonably
available from other resources of the Participant. For purposes of this Section,
the value of the Participant's vested Account shall be determined as of the date
of the distribution.

                  "Financial hardship" means (a) 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 Code section 152(a)) of the
Participant, (b) loss of the Participant's property due to casualty, or (c)
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant, each as determined to exist by
the Plan Sponsor.

         5.3      RE-EMPLOYMENT OF RECIPIENT. If a Participant receiving
installment distributions pursuant to Section 6.2 due to his or her termination
of employment is re-employed by the Employer, the remaining distributions due to
the Participant shall be suspended until such time as the Participant (or his or
her Beneficiary) once again becomes eligible for benefits under Section 5.1 or
5.2, at which time such distribution shall commence, subject to the limitations
and conditions contained in this Plan.

         5.4      VESTING. A Participant shall at all times be one hundred
percent (100%) vested in amounts credited to his or her Compensation Deferral
Account. With respect to amounts credited to a Participant's Employer
Contribution Credit Account, such amounts shall vest according to the following
schedule:


                                      -9-
<PAGE>

<TABLE>
<CAPTION>
                           YEARS OF SERVICE           VESTED PERCENTAGE
                           ----------------           -----------------
                           <S>                        <C>
                           Less than 1                         0%
                           1 but less than 2                  20%
                           2 but less than 3                  40%
                           3 but less than 4                  60%
                           4 but less than 5                  80%
                           5 or more                         100%
</TABLE>


                  For purposes of this Section 5.4, a "year of service" shall
mean (i) any Plan Year during which a Participant is employed by an Employer
(i.e., the Participant is on the Employer's payroll) on a full-time basis for
any full five (5) calendar months and remains employed by the Employer as of the
last day of that Plan Year; and (ii) any calendar year before the Effective Date
during which a Participant was employed by an Employer on a full-time basis for
any full five (5) calendar months and remained employed by that Employer as of
the last day of that calendar year. Notwithstanding anything above that may
suggest otherwise, in no event shall more than one (1) year of service be
credited to a Participant with respect to the 2004 calendar year during which
the Plan was established.

                  Notwithstanding the foregoing, if a Participant's employment
is terminated because of death, Disability or Retirement, or if there occurs a
Change Effective Date for a Change in Control, the Participant shall become one
hundred percent (100%) vested in his or her Employer Contribution Credit
Account. If a Participant terminates employment for any other reason, he or she
shall vest in his or her Employer Contribution Credit Account, if at all, under
the vesting schedule set forth above.

                                   ARTICLE VI

                            DISTRIBUTION OF BENEFITS

         6.1      AMOUNT. A Participant (or his or her Beneficiary) shall become
entitled to receive, on or about the date or dates selected by the Participant
on his or her Participant Enrollment and Election Form or, if applicable, on or
about the date of the Participant's termination of employment (or earlier as
provided in Section 6.4), a distribution in an aggregate amount equal to the
Participant's vested Account. Any payment due hereunder will be paid by the Plan
Sponsor from its general assets or from the Trust, if any.

         6.2      METHOD OF PAYMENT.

                  (a)      MEDIUM OF PAYMENT. Payments under the Plan shall be
         made in cash.

                                      -10-
<PAGE>


                  (b)      TIMING AND MANNER OF PAYMENT. In the case of
         distributions to a Participant or his or her Beneficiary by virtue of
         an entitlement pursuant to Section 5.1, an aggregate amount equal to
         the Participant's vested Account will be paid by the Plan Sponsor or
         the Trust, as provided by Section 6.1, in a lump sum or in five (5)
         substantially equal annual installments (adjusted for gains, losses and
         expenses), as selected by the Participant on the Participant Enrollment
         and Election Form at the time his or her participation in the Plan
         commences. If a Participant fails to designate properly the manner of
         payment of the Participant's benefit under the Plan, such payment will
         be in a lump sum.

                  If the whole or any part of a payment hereunder by the Plan
Sponsor is to be in installments, the total to be so paid shall continue to be
deemed to be invested pursuant to Sections 4.1 and 4.4 under such procedures as
the Plan Sponsor may establish, in which case any deemed income, gain, loss or
expense attributable thereto (as determined by the Plan Sponsor, in its
discretion) shall be reflected in the installment payments, in such equitable
manner as the Plan Sponsor shall determine.

         6.3      DEATH OR DISABILITY BENEFITS. If a Participant dies or
experiences a Disability before terminating his or her employment with the
Employer, the entire value of the Participant's Account shall become fully
vested and shall be paid, as provided in Section 6.2, to the Participant, or, in
the case of the death, to the person or persons designated in accordance with
Section 7.1.

                  Upon the death of a Participant after payments hereunder have
begun but before he or she has received all payments to which he or she is
entitled under the Plan, the remaining benefit payments shall be paid to the
person or persons designated in accordance with Section 7.1, in the manner in
which such benefits were payable to the Participant, unless the Plan Sponsor
elects a more rapid form of distribution.

         6.4      CHANGE IN CONTROL. Notwithstanding anything herein to the
contrary, upon a Change Effective Date for a Change in Control, each Participant
shall become entitled to receive the entire balance of his or her Account in a
single lump sum payment no later than the thirtieth (30th) day following the
Change Effective Date (or as soon thereafter as is administratively feasible).

                                  ARTICLE VII

                         BENEFICIARIES; PARTICIPANT DATA

         7.1      DESIGNATION OF BENEFICIARIES. Each Participant from time to
time may designate any person or persons (who may be named contingently or
successively) to receive such benefits as may be payable under the Plan upon or
after the Participant's death, and such designation may be changed from time to
time by the Participant by filing a new designation. Each designation will
revoke all prior designations by the same Participant, shall be in the form
prescribed by the Plan


                                      -11-
<PAGE>

Sponsor, and will be effective only when filed in writing with the Plan Sponsor
during the Participant's lifetime.

                  In the absence of a valid Beneficiary designation, or if, at
the time any benefit payment is due to a Beneficiary, there is no living
Beneficiary validly named by the Participant, the Plan Sponsor shall pay any
such benefit payment to the Participant's spouse, if then living, but otherwise
to the Participant's estate.

         7.2      INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES;
INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES. Any communication, statement
or notice addressed to a Participant or to a Beneficiary at his or her last post
office address as shown on the Plan Sponsor's records, shall be binding on the
Participant or Beneficiary for all purposes of the Plan. Neither the Trustee,
Plan Sponsor nor any Affiliate shall be obliged to search for any Participant or
Beneficiary beyond the sending of a registered letter to such last known
address. If the Plan Sponsor notifies any Participant or Beneficiary that he or
she is entitled to an amount under the Plan and the Participant or Beneficiary
fails to claim such amount or make his or her location known to the Plan Sponsor
within three (3) years thereafter, the Plan Sponsor shall have the right to
direct that the amount payable shall be deemed to be a forfeiture and shall
cease to be an obligation of the Plan, except that the dollar amount of the
forfeiture, unadjusted for deemed gains or losses in the interim, shall be paid
by the Plan Sponsor if a claim for the benefit subsequently is made by the
Participant or the Beneficiary to whom it was payable.

                                  ARTICLE VIII

                        ADMINISTRATION AND RECORDKEEPING

         8.1      ADMINISTRATIVE AND RECORDKEEPING AUTHORITY. Except as
otherwise specifically provided herein, the Plan Sponsor shall have the sole
responsibility for and the sole control of the operation, administration and
recordkeeping of the Plan, and shall have the power and authority to take all
action and to make all decisions and interpretations which may be necessary or
appropriate in order to administer and operate the Plan, including, without
limiting the generality of the foregoing, the power, duty and responsibility to:

                  (a)      Resolve and determine all disputes or questions
         arising under the Plan, including the power to determine the rights of
         Participants and Beneficiaries, and their respective benefits, and to
         remedy any ambiguities, inconsistencies or omissions, in the Plan.

                  (b)      Adopt such rules of procedure and regulations as in
         its opinion may be necessary for the proper and efficient
         administration of the Plan and as are consistent with the Plan.

                  (c)      Implement the Plan in accordance with its terms and
         the rules and regulations adopted as above.


                                      -12-
<PAGE>


                  (d)      Make determinations concerning the crediting and
         distribution of Participants' benefits.

         8.2      LITIGATION. In any action or judicial proceeding affecting the
Plan, it shall be necessary to join as a party only the Plan Sponsor. Except as
may be otherwise required by law, no Participant or Beneficiary shall be
entitled to any notice or service of process, and any final judgment entered in
such action shall be binding on all persons interested in, or claiming under,
the Plan.

         8.3      CLAIMS PROCEDURE. This Section 8.3 is based on final
regulations issued by the Department of Labor and published in the Federal
Register on November 21, 2000 and codified at section 2560.503-1 of the
Department of Labor Regulations. If any provision of this Section 8.3 conflicts
with the requirements of those regulations, the requirements of those
regulations will prevail.

                  (a)      Initial Claim. A Participant or Beneficiary
         (hereinafter referred to as a "Claimant") who believes he or she is
         entitled to any Plan benefit under this Plan may file a claim with the
         Plan Sponsor. The Plan Sponsor shall review the claim itself or appoint
         an individual or an entity to review the claim.

                  The Claimant shall be notified within ninety (90) days after
the claim is filed whether the claim is allowed or denied, unless the Claimant
receives written notice from the Plan Sponsor or appointee of the Plan Sponsor
prior to the end of the ninety (90) day period stating that special
circumstances require an extension of the time for decision, such extension not
to extend beyond the day which is one hundred eighty (180) days after the day
the claim is filed.

                  If the Plan Sponsor denies a claim, it must provide to the
Claimant, in writing or by electronic communication:

                           (i)      The specific reasons for the denial;

                           (ii)     A reference to the Plan provision upon which
                  the denial is based;

                           (iii)    A description of any additional information
                  or material that the Claimant must provide in order to perfect
                  the claim;

                           (iv)     An explanation of why such additional
                  material or information is necessary;

                           (v)      Notice that the Claimant has a right to
                  request a review of the claim denial and information on the
                  steps to be taken if the Claimant wishes to request a review
                  of the claim denial; and


                                      -13-
<PAGE>


                           (vi)     A statement of the Claimant's right to bring
                  a civil action under ERISA section 502(a) following a denial
                  on review of the initial denial.

                  (b)      Review Procedures. A request for review of a denied
         claim must be made in writing to the Plan Sponsor within sixty (60)
         days after receiving notice of denial. The decision upon review will be
         made within sixty (60) days after the Plan Sponsor's receipt of a
         request for review, unless special circumstances require an extension
         of time for processing, in which case a decision will be rendered not
         later than one hundred twenty (120) days after receipt of a request for
         review. A notice of such an extension must be provided to the Claimant
         within the initial sixty (60) day period and must explain the special
         circumstances and provide an expected date of decision.

                  The reviewer shall afford the Claimant an opportunity to
review and receive, without charge, all relevant documents, information and
records and to submit issues and comments in writing to the Plan Sponsor. The
reviewer shall take into account all comments, documents, records and other
information submitted by the Claimant relating to the claim regardless of
whether the information was submitted or considered in the initial benefit
determination.

                  Upon completion of its review of an adverse initial claim
determination, the Plan Sponsor will give the Claimant, in writing or by
electronic notification, a notice containing:

                           (i)      its decision;

                           (ii)     the specific reasons for the decision;

                           (iii)    the relevant Plan provisions on which its
                  decision is based;

                           (iv)     a statement that the Claimant is entitled to
                  receive, upon request and without charge, reasonable access
                  to, and copies of, all documents, records and other
                  information in the Plan's files which is relevant to the
                  Claimant's claim for benefits;

                           (v)      a statement describing the Claimant's right
                  to bring an action for judicial review under ERISA section
                  502(a); and

                           (vi)     if an internal rule, guideline, protocol or
                  other similar criterion was relied upon in making the adverse
                  determination on review, a statement that a copy of the rule,
                  guideline, protocol or other similar criterion will be
                  provided without charge to the Claimant upon request.


                                      -14-
<PAGE>


                  (c)      Calculation of Time Periods. For purposes of the time
         periods specified in this Section, the period of time during which a
         benefit determination is required to be made begins at the time a claim
         is filed in accordance with the Plan procedures without regard to
         whether all the information necessary to make a decision accompanies
         the claim. If a period of time is extended due to a Claimant's failure
         to submit all information necessary, the period for making the
         determination shall be tolled from the date the notification is sent to
         the Claimant until the date the Claimant responds.

                  (d)      Failure of Plan to Follow Procedures. If the Plan
         fails to follow the claims procedures required by this Section, a
         Claimant shall be deemed to have exhausted the administrative remedies
         available under the Plan and shall be entitled to pursue any available
         remedy under ERISA section 502(a) on the basis that the Plan has failed
         to provide a reasonable claims procedure that would yield a decision on
         the merits of the claim.

                                   ARTICLE IX

                                    AMENDMENT

         9.1      RIGHT TO AMEND. The Plan Sponsor, by action of the Committee
or other designee of the Board, shall have the right to amend the Plan at any
time and with respect to any provisions hereof, and all parties hereto or
claiming any interest hereunder shall be bound by such amendment; provided,
however, that no such amendment shall deprive any Participant or Beneficiary of
a right accrued hereunder prior to the date of the amendment.

         9.2      AMENDMENT TO ENSURE PROPER CHARACTERIZATION OF THE PLAN.
Notwithstanding the provisions of Section 9.1, the Plan may be amended at any
time, retroactively if required, if found necessary, in the opinion of the Plan
Sponsor, in order to ensure that the Plan is characterized as a
non-tax-qualified "top hat" plan of deferred compensation maintained for a
select group of management or highly compensated employees, as described under
ERISA sections 201(2), 301(a)(3) and 401(a)(1) and to conform the Plan and the
Trust to the provisions and requirements of any applicable law (including ERISA
and the Code).

         9.3      CHANGES IN LAW AFFECTING TAXABILITY. This Section shall become
operative upon the enactment of any change in applicable statutory law or the
promulgation by the Internal Revenue Service of a final regulation or other
pronouncement having the force of law, which statutory law, as changed, or final
regulation or pronouncement, as promulgated, would cause any Participant to
include in his or her federal gross income amounts accrued by the Participant
under the Plan on a date (an "Early Taxation Event") prior to the date on which
such amounts are made available to him or her hereunder.


                                      -15-
<PAGE>


                  (a)      Affected Right or Feature Nullified. Notwithstanding
         any other Section of this Plan to the contrary (but subject to
         subsection (b), below), as of an Early Taxation Event, the feature or
         features of this Plan that would cause the Early Taxation Event shall
         be null and void, to the extent, and only to the extent, required to
         prevent the Participant from being required to include in his or her
         federal gross income amounts accrued by the Participant under the Plan
         prior to the date on which such amounts are made available to him or
         her hereunder. If only a portion of a Participant's Account is impacted
         by the change in the law, then only such portion shall be subject to
         this Section, with the remainder of the Account not so affected being
         subject to such rights and features as if the law were not changed. If
         the law only impacts Participants who have a certain status with
         respect to the Employer, then only such Participants shall be subject
         to this Section.

                  (b)      Tax Distribution. If an Early Taxation Event is
         earlier than the date on which the statute, regulation or pronouncement
         giving rise to the Early Taxation Event is enacted or promulgated, as
         applicable (i.e., if the change in the law is retroactive), there shall
         be distributed to each Participant, as soon as practicable following
         such date of enactment or promulgation, the amounts that became taxable
         on the Early Taxation Event. Further, if the Plan cannot be amended to
         prevent a Participant from being required to include in his or her
         federal gross income amounts accrued by the Participant under the Plan
         prior to the date on which such amounts are made available to the
         Participant, the amounts required to be included in gross income shall
         be distributed to such Participant as practical after the Plan Sponsor
         determines that no amendment to the Plan will prevent such inclusion in
         income.

                                   ARTICLE X

                                   TERMINATION

         The Plan Sponsor reserves the right, at any time, to terminate the Plan
and/or its obligation to make further credits to Plan Accounts by unanimous
action of the Committee or other designee of the Board; provided, however, that
no such termination shall deprive any Participant or Beneficiary of a right
accrued hereunder prior to the date of termination and provided that, upon
termination, the full amount of each Participant's Plan account(s) shall become
immediately distributable to him or her.

                                   ARTICLE XI

                                  MISCELLANEOUS

         11.1     LIMITATIONS ON LIABILITY OF PLAN SPONSOR AND EMPLOYER. Neither
the establishment of the Plan nor any modification hereof, nor the creation of
any account under the Plan, nor the payment of any benefits under the Plan,
shall be


                                      -16-
<PAGE>

construed as giving to any Participant or any other person any legal or
equitable right against the Plan Sponsor or an Employer or any officer or
employee thereof, except as provided by law or by any Plan provision. The Plan
Sponsor and Employer do not in any way guarantee any Participant's Account from
loss or depreciation, whether caused by poor investment performance of a deemed
investment or the inability to realize upon an investment due to an insolvency
affecting an investment vehicle or any other reason. In no event shall the Plan
Sponsor or an Employer, or any successor, employee, officer, director or
stockholder of the Plan Sponsor or an Employer, be liable to any person on
account of any claim arising by reason of the provisions of the Plan or of any
instrument or instruments implementing its provisions, or for the failure of any
Participant, Beneficiary or other person to be entitled to any particular tax
consequences with respect to the Plan, or any credit or distribution hereunder.

         11.2     CONSTRUCTION. If any provision of the Plan is held to be
illegal or void, such illegality or invalidity shall not affect the remaining
provisions of the Plan, but shall be fully severable, and the Plan shall be
construed and enforced as if said illegal or invalid provisions had never been
inserted herein. For all purposes of the Plan, where the context permits, the
singular shall include the plural, and the plural shall include the singular.
Headings of Articles and Sections herein are inserted only for convenience of
reference and are not to be considered in the construction of the Plan. The laws
of Delaware shall govern, control and determine all questions of law arising
with respect to the Plan and the interpretation and validity of its respective
provisions, except where those laws are preempted by the laws of the United
States. Participation under the Plan will not give a Participant the right to be
retained in the service of an Employer nor any right or claim to any benefit
under the Plan unless such right or claim has specifically accrued hereunder.

                  The Plan is intended to be and at all times shall be
interpreted and administered so as to qualify as an unfunded plan of deferred
compensation, and no provision of this Plan shall be interpreted so as to give
any individual any right in any assets of an Employer which right is greater
than the rights of any general unsecured creditor of such Employer.

         11.3     SPENDTHRIFT PROVISION. No amount payable to a Participant or
any Beneficiary under the Plan will, except as otherwise specifically provided
by law, be subject in any manner to anticipation, alienation, attachment,
garnishment, sale, transfer, assignment (either at law or in equity), levy,
execution, pledge, encumbrance, charge or any other legal or equitable process,
and any attempt to do so will be void; nor will any benefit hereunder be in any
manner liable for or subject to the debts, contracts, liabilities, engagements
or torts of the person entitled thereto. Further, (a) the withholding of taxes
from Plan benefit payments, (b) the recovery under the Plan of overpayments of
benefits previously made to a Participant or any Beneficiary, (c) if applicable,
the transfer of benefit rights from the Plan to another plan, or (d) the direct
deposit of Plan benefit payments to an account in a banking institution (if not
actually part of an arrangement constituting an assignment or alienation) shall
not be construed as an assignment or alienation.


                                      -17-
<PAGE>


                  In the event that a Participant's or any Beneficiary's
benefits hereunder are garnished or attached by order of any court, the Plan
Sponsor may bring an action for a declaratory judgment in a court of competent
jurisdiction to determine the proper recipient of the benefits to be paid under
the Plan. During the pendency of said action, any benefits that become payable
shall be held as credits to a Participant's or Beneficiary's Account or, if the
Plan Sponsor prefers, paid into the court as they become payable, to be
distributed by the court to the recipient as it deems proper at the close of
said action.

                                  ARTICLE XII

                                    THE TRUST

         The Plan Sponsor may, but need not, establish the Trust with the
Trustee pursuant to such terms and conditions as are set forth in the Trust
agreement to be entered into between the Plan Sponsor and the Trustee. The Trust
is intended to be treated as a "grantor" trust under the Code and the
establishment of the Trust is not intended to cause the Participant to realize
current income on amounts contributed thereto nor to cause the Plan to be
"funded" within the meaning of ERISA, and the Trust shall be so interpreted.

         IN WITNESS WHEREOF, the Plan Sponsor has caused this amended and
restated Plan to be executed and its seal to be affixed hereto, effective as of
the ____ day of __________________, 2004.


                                                   GREAT WOLF RESORTS, INC.



                                                   BY:
                                                      --------------------------
                                                   TITLE:
                                                         -----------------------
                                                   DATE:
                                                        ------------------------


                                      -18-