Filed by Bowne Pure Compliance





Exhibit 10.47




PINNACLE ENTERTAINMENT, INC.




DIRECTOR HEALTH AND MEDICAL INSURANCE PLAN




1. Purposes
of the Plan. The purposes of this Plan are to attract and retain qualified
individuals to serve as members of the Company’s Board of Directors and to provide them and their
Eligible Dependents with Health and Medical Insurance Coverage as additional incentive for such
service.



2. Definitions. For the purposes of this Plan, the following terms will have the following
meanings:



(a) “Board” means the Board of Directors of the Company.



(b) “Change of Control” means



(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”)
of beneficial ownership (within the meaning of Rule 13d 3 promulgated under the Exchange Act) of
20% or more of either (A) the then-outstanding shares of common stock of the Company (the
“Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that, for purposes of this clause (i), the
following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from
the Company; (ii) any acquisition by the Company; (iii) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any subsidiary; or (iv) any
acquisition by any corporation pursuant to a transaction that complies with clauses (b)(iii)(A);
(iii)(B) and (iii)(C);



(ii) Any time at which individuals who, as of the date hereof, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company’s stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board;



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(iii) Consummation of a reorganization, merger, consolidation or a sale or other disposition
of all or substantially all of the assets of the Company (each, a “Business Combination”), in each
case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the
Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to
such Business Combination beneficially own, directly or indirectly,
more than 50% of the then outstanding shares of common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case may be, of the
entity resulting from such Business Combination (including, without limitation, a corporation that,
as a result of such transaction, owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in substantially the same proportions
as their ownership immediately prior to such Business Combination of the Outstanding Company Common
Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding
any corporation resulting from such Business Combination or any employee benefit plan (or related
trust) of the Company or such corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination or the combined voting power of
the then outstanding voting securities of such corporation, except to the extent that such
ownership existed prior to the Business Combination, and (C) at least a majority of the members of
the board of directors of the corportion resulting from such Business Combination were members of
the Incumbent Board at the time of the execution of the initial agreement or of the action of the
Board providing for such Business Combination; or



(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of
the Company.



(c) “Company” means Pinnacle Entertainment, Inc., a Delaware corporation and any successor as
provided in Section 5(a).



(d) “Covered Period” means (i) as to the Director, five years following the date on which the
director leaves the Company’s Board of Directors (ii) as to a Spouse, five years following the date
on which the director leaves the Company’s Board of Directors, unless either (A) he or she shall
have divorced Director prior to the end of such five year period, in which case the Covered Period
for the Spouse shall end on the date such divorce is final, or (B) he or she shall have remarried
following the death of the Director, in which case the Covered Period for the Spouse shall end on
the date of remarriage; and (iii) as to a Minor Child, the period of time during which such person
remains a Minor Child, as defined.



(e) “Director” means a member of the Board.



(f) “Eligible Dependent” means a Spouse and a Minor Child.



(g) “Eligible Insureds” means (1) members of the Board who are in office at age 70 and who
thereafter die, retire or resign from the Board or are not nominated for re-election for any
reason; (2) members of the Board who are in office at the time of a Change of Control; and in each
case (3) their Spouses and their Minor Children, if any.



(h) “Insurance Plans” means the health and medical insurance plans of the Company (whether or
not under insurance policies) in effect from time to time covering its corporate executives during the Covered Period; provided, however, that if at any time during
the Covered Period, the Company does not have any such plans and in all events following a Change
of Control, it shall secure, at the Company’s expense, health and medical insurance coverage for
the Eligible Insureds from an insurance carrier rated A or higher providing health and medical
coverage in the aggregate no less favorable than that provided as of the date the Eligible Insureds
become entitled to medical and health insurance coverage hereunder.



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(i) “Minor Child” or “Minor Children” means a child or children of the Director who has or
have been born prior to or during the time Director is a member of the Board of Directors;
provided, however, that such child or children shall cease to be a Minor Child or Minor Children on
the later of (i) the date on which they reach their eighteenth birthday, or (ii) the date after
such eighteenth birthday on which they cease to be full time students, but in no event after the
end of the school year during which they reach their twenty-fourth birthday.



(j) “Plan” means this Director Health and Medical Insurance Plan.



(k) “Plan Participant” means each Director, each Eligible Dependent and each Eligible Insured.



(l) “Spouse” means and shall be limited to the Director’s spouse at the date of the Director’s
death, retirement or other departure from the Board of Directors after age 70 or at the date of his
or her departure from the Board of Directors following a Change of Control, as the case may be.



3. Health and Medical Insurance. Directors and their Eligible Dependents shall participate
in the Company’s health and medical insurance plans applicable to its corporate executives during
the Director’s service on the Board. In addition, Eligible Insureds shall receive health and
medical coverage from the Company under the Insurance Plans as are in effect from time to time
during the Covered Period; or, if no such plans are in effect at any time during the Covered
Period, the coverage in the aggregate no less favorable than that provided to corporate executives
under the Insurance Plans as of the date of cessation. Following a Change of Control, the Company
shall use its best efforts to cause such coverage to be provided under insurance policies written
by third party insurance carriers and shall provide copies of such policies to the Eligible
Participants. The cost of such coverage shall be borne by the Company except for any co-pay or
similar provisions equally applicable to all insureds under the Insurance Plans. If for any reason
the Company shall fail to maintain such coverage at all times during the Covered Period, it shall
indemnify and hold the Eligible Insureds harmless from all cost, loss, liability or expense caused
by such failure. Except as provided herein, the Eligible Insureds shall be responsible for all
imputed income taxes with respect to the premiums under the Insurance Plans in accordance with the
Company’s policies, but any taxes relative to benefits provided under the Insurance Plans shall be
paid by the Company. Any payment or reimbursement of benefits under the Insurance Plans, or paid
by the Company by way of indemnification for failure to maintain and Insurance Plan, that is
taxable to an Eligible Insured shall be made by December 31 of the calendar year following the
calendar year in which the Eligible Insured incurred the expense. If the Company elects to
provide coverage under the Insurance Plans other than
through insurance policies issued by third party insurance carriers, the Company shall indemnify
the Eligible Insureds for any tax liability they incur on payments of claims under the Insurance
Plans that they would not have incurred if the claims had been paid
under insurance policies
(“Benefits Tax”). The Company



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 shall pay to each Director a payment (the “Gross-Up Payment”) in an
amount such that, after payment by the Director of all income taxes and the excise tax imposed by
Internal Revenue Code Section 4999 or any similar provision of state or local tax law (the “Excise
Tax”) imposed on benefits under this Agreement, on all other payments from the Company to the
Director in the nature of compensation, and on the Gross-Up Payment itself, and any interest or
penalties (other than interest and penalties imposed by reason of Director’s failure to file timely
tax returns or to pay taxes shown due on such returns and any tax liability, including interest and
penalties, unrelated to the Excise Tax or the Gross-Up Amount), Director shall be placed in the
same tax position with respect to benefits under this Plan and all other payments from the Company
to Director in the nature of compensation as Director would have been in if the Excise Tax had
never been enacted. Any Gross-Up Payment or payment of Benefits Tax shall be paid to or for the
benefit the Eligible Insured not later than December 31 of the calendar year following the calendar
year in which the Excise Tax or Benefits Tax is remitted, or, if no Excise Tax Benefits Tax is
remitted, by December 31 of the calendar year following the calendar year in which there is a final
and non-appealable settlement or other resolution of an audit or litigation relating to the Excise
Tax or Benefits Tax.



4. Insurance Offset. If at any time during the Covered Period an Eligible Insured is
insured under other health or medical plans or under Medicare, then the Insurance Plans shall
provide supplemental coverage to the extent permitted by Law to the extent that such other plans do
not provide full coverage for any given claim. The Eligible Insureds shall notify the Company’s
human resources office upon request of their coverage under any such other plans or Medicare but,
except as provided herein shall have no obligation to seek any such coverage. If eligible for
Medicare coverage, Eligible Insureds shall enroll in Medicare and remain enrolled through the
Covered Period.



5. Miscellaneous.



(a) Successors and Assigns. This Plan will be binding upon and inure to the benefit
of the parties and, in the case of the Company, its successors and assigns. The Company shall
require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company to assume expressly and
agree to perform the Company’s obligations under the Plan in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken place, but such
successor’s obligation to do so shall not be dependent on such express assumption. “Company” means
the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid
that assumes and agrees to perform this agreement by operation of law or otherwise.



(b) Governing Law/Jurisdiction. This Plan and the rights and obligations of the
Company and the Plan Participants shall be governed by and construed in accordance with the laws of
the State of Delaware in all respects, including all matters of construction, validity and
performance, without regard to the conflict of law rules of such state.



(c) Modification and Waiver. No provisions of this Plan will be amended, waived or
modified except by an instrument in writing and no such amendment, waiver or modification shall
adversely affect any rights of Plan Participants to health and medical insurance coverage as
provided for herein.



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(d) Attorneys’ Fees. Any dispute, controversy or claim arising out of this Plan or
the rights and obligations of the Company and any Plan Participant shall be settled by arbitration
in accordance with the Commercial Arbitration Rules of the American Arbitration Association and
judgment on the award rendered by the arbitrators may be entered into any court having
jurisdiction. If any arbitration is instituted to remedy, prevent or obtain relief from a default
in the performance by the Company or a Plan Participant of its obligations under this Plan, or to
recover damages from a breach of a representation or warranty, the prevailing party will recover
all of such party’s attorneys’ fees incurred in each and every such arbitration, including any and
all appeals or petitions therefrom. As used in this section, attorneys’ fees means the full and
actual costs of any legal services actually performed in connection with the matters involved
calculated on the basis of the usual fee charged by the attorney performing such services and will
not be limited to “reasonable attorneys’ fees” as defined in any statute or rule of court.



(e) Claims Procedure. The claims procedure for benefits under this Plan shall be the
Claims Procedure under the applicable Insurance Plan.



(f) Required Delay For Certain Deferred Compensation and Section 409A. In the event
that any compensation with respect to the Director’s termination is “deferred compensation” within
the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the
regulations thereunder (“Section 409A”), the stock of the Company or any affiliate is publicly
traded on an established securities market or otherwise, and the Director is determined to be a
“specified employee,” as defined in Section 409A(a)(2)(B)(i), payment of such compensation shall be
delayed as required by Section 409A. Such delay shall last six months from the date of the
Director’s termination, except in the even of the Director’s death. Within 30 days following the
end of such six-month period, or, if earlier, the Director’s death, the Company will make a
catch-up payment to the Director equal to the total amount of such payments that would have been
made during the six-month period but for this Section 5(f). Wherever payments under this Plan are
to be made in installments, each such installment shall be deemed to be a separate payment for
purposes of Section 409A.



(g) Notices. Any notice, request, demand, instruction or other communication to be
given to the Company or a Plan Participant shall be in writing and shall be hand delivered or sent
by FedEx or comparable overnight courier or mail service, or mailed by U.S. or certified mail,
return receipt requested, postage prepaid, to such person at the most current address in the
Company’s records.



(h) Third Party Beneficiaries. Each Plan Participant is an Express Beneficiary
hereunder and may enforce his or her rights under the Plan. The Company shall provide each
Director and each Plan Participant notice of his or her participation in the Plan, but such
participation shall not be dependent upon such notification.




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