Filed by Bowne Pure Compliance





Exhibit 10.45




PINNACLE ENTERTAINMENT, INC.




EXECUTIVE HEALTH EXPENSE PLAN




January 2009




ARTICLE I

PURPOSE





	1.01	 	The Pinnacle Entertainment, Inc. Executive Health Expense Plan (the “Plan”)
is effective January 1, 2003. The purpose of the Plan is to provide payment or
reimbursement for certain Medical, Dental and Vision Care expenses incurred by a
Participant and his/her Dependents. No benefits payable under the Plan shall be
applied for any other purpose.






	1.02	 	It is the intention of Pinnacle Entertainment, Inc. (the “Company”) that the
Plan constitute an employee welfare benefit plan maintained primarily for the purpose
of providing benefits for a select group of management employees in accordance with
Department of Labor Regulation § 2520.104-24.





ARTICLE II




PERMANENT PROGRAM OR ARRANGEMENT





	2.01	 	The Company intends that the Plan be a permanent program or arrangement for
the exclusive benefit of Plan Participants and their Dependents.






	2.02	 	Notwithstanding the foregoing, nothing herein shall prevent the Company from
amending or terminating the Plan, provided such amendment or termination shall not
affect a Participant’s rights to benefits hereunder with respect to reimbursable
expenses that have been incurred prior to the date Company action is taken to
terminate the Plan or the effective date of such termination, whichever occurs last.





ARTICLE III

EFFECTIVE DATE





	3.01	 	The effective date of the Plan is January 1, 2003. The records of the Plan
shall be kept on a calendar year basis. The Plan year shall be the calendar year.




 


 









 










ARTICLE IV

ELIGIBILITY





	4.01	 	An employee of the Company shall be eligible to participate in the Plan (an
“Eligible Employee”) if he/she is covered under the Pinnacle Entertainment, Inc. Group
Health Plan, the Corporate Group Health Plan, Boomtown, Reno, New Orleans, Belterra,
Pinnacle Atlantic City, Lumiere Place, L’Auberge du
Lac Group Health Plan, the Director Health and Medical Insurance Plan, or any other
major medical group health plan sponsored by the Company (referred to hereinafter
collectively as the “Group Health Plan”) and:






	 	(a)	 	He/she is a Class 3 employee of the Company, which means:
President and Chairman and all appointed members of the Board of Directors
(the “Board”), Chief Executive Officer of the Company, the Executive Vice
President, Chief Operating Officer of the Company, or a Senior Vice President,
Vice President, General Manager of the Company, or other as may be designated
by the Corporate Benefits Committee.





ARTICLE V

PARTICIPATION





	5.01	 	Each Eligible Employee shall become participant in the Plan (a
“Participant”) on the effective date of the Plan if he/she was an Eligible Employee on
such date. Each other Eligible Employee shall become a Participant on the date he/she
becomes an Eligible Employee. Subject to § 5.02, participation in the Plan shall
terminate upon termination of the Participant’s employment with the Company,
termination of the Participant’s status as a Class 3 employee of the Company in an
Applicable Group Health Plan, or upon termination of the Plan.






Each Participant (and his/her Dependents) shall, however, retain the right to have
payment made or to be reimbursed for claims incurred prior to the Applicable Group
Health Plan, or termination of the Plan. For this Purpose, a claim shall be
considered to be incurred when the service relating to such claim has been
rendered.




	5.02	 	Notwithstanding the foregoing, to the extent required by § 4980B of the
Internal Revenue Code of 1986, as amended (the “Code”) [COBRA], a qualified
beneficiary (as defined in Code § 4980B(g)(1)) who would lose coverage under the Plan
upon the occurrence of a qualifying event (as defined in Code § 49808(f)(3)) shall be
permitted to continue coverage under the Plan by electing to make applicable premium
payments in accordance with procedures established by the Benefits Committee that are
consistent with COBRA.




 


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ARTICLE VI

BENEFITS





	6.01	 	The Company shall reimburse, or shall pay the service provider on behalf of
each Participant for Medical, Dental and Vision Care Expenses incurred by the
Participant or his/her Dependents in accordance with the following:






	 	(a)	 	Participants shall be reimbursed, or payment shall be made by
the Plan, for one hundred percent (100%) of the Applicable Group Health Plan
allowable amount paid or incurred by the Participant for
Medical, Dental and Vision Care Expenses; provided, however, that (i) if
providers are used who are not in the PPO network of the Applicable Group
Health Plan, full reimbursement will be limited to 125% of usual and
customary charges for the geographic area, and, for charges above this
amount, the Company will reimburse 50% and the Participant will be
responsible for 50%, and (ii) reimbursement will be subject to the
limitations of Section 7.01.






	 	(b)	 	Any payment or reimbursement of benefits under this Plan that
is taxable to a Participant shall be made by December 31 of the calendar year
following the calendar year in which the Participant or Dependent incurred the
expense.






	6.02	 	For purposes of the Plan, the following terms shall have the definitions set
forth below:






	 	(a)	 	“Applicable Group Health Plan” means the specific Group
Health Plan under which the Participant and his/her Dependents are covered.






	 	(b)	 	“Medical, Dental and Vision Care Expenses” means deductibles,
co-payments, and/or coinsurance amounts paid or incurred by the Participant in
accordance with the terms of the Applicable Group Health Plan.






	 	(c)	 	“Dependent” means a dependent of the Participant as defined
under the Applicable Group Health Plan who is covered under such plan either
as a Dependent of the Participant or as an employee of the Company.





ARTICLE VII

LIMITATION OF BENEFITS PROVIDED





	7.01	 	Except as otherwise provided herein, reimbursements to Participants, or
payments made on behalf of participants, shall be made only with respect to Medical,
Dental and Vision Care Expenses that are paid or incurred for expenses that are
eligible expenses under the terms of the Applicable Group Health Plan. Also, except
as otherwise provided herein, all exclusions, benefit maximums, and benefit limits
applicable under the terms of the Applicable Group Health Plan shall also apply to the
Plan and are incorporated herein by reference except in the following areas:






	 	(a)	 	Total Dental maximum yearly coverage per covered person will
be three thousand dollars ($3,000.00). This total includes the one thousand
five hundred dollars ($1,500.00) dental coverage under the Group Health Plan.






	 	(b)	 	Exclusive of the regular dental coverages: Total
Orthodontics coverage for the dependent child up to 23 will be two thousand
five hundred dollars ($2,500.00). This total includes the one thousand
dollars ($1,000.00) covered orthodontics expense under the Group Health
Plan. This is a separate benefit from dental and has a one time only
lifetime maximum benefit and applies to a dependent child up to the age of
23.





 


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	 	(c)	 	Total Vision maximum yearly coverage per person for lenses
frames, and eye exam will be a maximum of five hundred dollars ($500.00).
This total includes the two hundred dollars ($200.00) coverage under the Group
Health Plan for lenses, frames and eye exam. The usual and customary charges
for an eye exam are 100% reimbursable up to one hundred dollars ($100.00).






	 	(d)	 	The Total Executive Health Expense Plan under Medical
Preventative coverage shall include a complete yearly routine physical per
covered person up to one thousand dollars ($1,000.00). This total includes
the five hundred dollars ($500.00) under the Group Health Plan. This benefit
will be provided to the Participant, spouse and dependent.





ARTICLE VIII

BENEFITS FROM ANOTHER SOURCE





	8.01	 	Reimbursement or payment under the Plan shall be made only in the event, and
to the extent, that reimbursement or payment for Medical, Dental and Vision Care
Expenses is not provided for under any insurance policy or under any other plan of the
Company (including the Group Health Plan) or under the plan of another employer, or
under any federal or state law, to the extent that such federal or state law permits
this Plan not to make reimbursement for Participants covered by such federal or state
law. If there is such a policy, plan or law in effect providing for such
reimbursement or payment in whole or in part, then to the extent of the coverage under
such policy, plan or law, the Company shall be relieved of any and all liability
hereunder to the extent permitted by law. Medicare will apply as primary coverage for
participants over the age of 65 and designated as retirees or non-employees; in other
cases, this Plan shall be primary to Medicare.





ARTICLE IX

CLAIMS AND CLAIMS REVIEW PROCEDURE





	9.01	 	To obtain reimbursement for Medical, Dental and Vision Care Expenses
hereunder, a Participant or provider must submit a request for reimbursement, together
with such evidence of payment of such expenses as shall be required by the Company in
accordance with rules uniformly applied.






	9.02	 	If any claim for benefits under the Plan is denied in whole or in part, the
Claims Procedure of the Applicable Group Health Plan shall apply, with the Benefits
Committee being the deciding body.




 


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ARTICLE X

ADMINISTRATION





	10.01	 	The Benefits Committee is the person or committee appointed by the Company
to be the administrator of the Plan, as defined in § 3(16)(A) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”). In carrying out its
responsibilities under the Plan, the Benefits Committee shall have full and final
discretion and authority to interpret the terms of the Plan and to determine
eligibility for and entitlement to Plan benefits in accordance with the terms of the
Plan.






	10.02	 	The Company shall indemnify and hold harmless the members of the Benefits
Committee, and any other persons to whom any duty of the Benefits Committee is
allocated or delegated from and against any and all liabilities, claims, demands,
costs and expenses, including attorneys’ fees, arising out of an alleged breach in the
performance of their fiduciary duties under the Plan and under ERISA, other than such
liabilities, claims, demands, costs and expenses as may result from the gross
negligence or willful misconduct of such persons.





ARTICLE XI

MISCELLANEOUS





	11.01	 	To the extent not preempted by ERISA, questions concerning the proper
interpretation of the terms of the Plan shall be determined in accordance with the law
of the Sate of Nevada.






	11.02	 	The Benefits Committee shall keep a copy of the Plan document and any other
disclosure documents relating thereto that are in the public domain on file at its
office where Participants may inspect them during the Company’s regular business
hours. Upon request, the Benefits Committee shall provide a Participant or Dependent
with copies of such documents. The Benefits Committee may charge the requesting party
a reasonable charge for photocopying these materials.






	11.03	 	Except as otherwise provided herein, this document contains all of the
operative provisions of the Plan. Any conflict between the provisions of this
document and any other Company documents purporting to explain the rights, benefits,
or obligations of the parties hereunder shall be resolved in favor of the Plan
document. In the event that a court of competent jurisdiction shall determine in a
final judgment of decree that one or more of the provisions of the Plan is invalid due
to the provisions of applicable law, the Plan shall be interpreted as if the invalid
provision had been stricken form its provisions and the remainder of the Plan document
shall continue in full force and effect.




 


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	11.04	 	The Company has the right to take whatever steps the Company deems
necessary or appropriate to comply with all applicable federal, state, local,
and employment tax withholding requirements on benefits and reimbursements provided
under this Plan. Without limiting the generality of the foregoing, upon paying
benefits or reimbursements under this Plan, the Company will have the right to
withhold taxes from any other compensation or other amounts which it may owe to the
Participant, or to require the Participant to pay to the Company the amount of any
taxes which the Company may be required to withhold with respect to such payment or
reimbursement.





The Pinnacle Entertainment, Inc. Executive Health Expense Plan has been executed this
30th day of December, 2008.



	 	 	 	 	 
	 	PINNACLE ENTERTAINMENT, INC.

 	 
	 	By:  	/s/ John A. Godfrey
 	 
	 	 	Title:  John A. Godfrey 	 
	 	 	          Executive Vice President 	 



 


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SCHEDULE A




INTENTION TO CONFORM TO

EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974





It is the intention of the Plan Sponsor to establish hereby a program of benefits
constituting an “Employee Welfare Benefit Plan” under ERISA.



	 	 	 
	SUPPLEMENTAL ERISA INFORMATION 

	 
	 	 
	Plan Name:

	 	Pinnacle Entertainment, Inc.
	 

	 	Employee Health & Welfare Benefit Plan
	 
	 	 
	Plan Sponsor:

	 	Pinnacle Entertainment, Inc.
	 

	 	3800 Howard Hughes Pkwy, #1800
	 

	 	Las Vegas, NV 89109
	 
	 	 
	Employer Identification:

	 	95-3667491
	 
	 	 
	P/N:

	 	502
	 
	 	 
	Type of Plan:

	 	Welfare Plan providing Medical Care and
Prescription Drug Benefits for Employees and
Dependents
	 
	 	 
	Type of Administration:

	 	The benefits for Medical, Dental and Vision Care
and Prescription Drug Coverage for Employees and
Dependents are funded and provided by Pinnacle
Entertainment, Inc. The entity designated by
the Plan Sponsor to pay claims for benefits
under this Plan is:
	 
	 	 
	 

	 	Pinnacle Health Claims Management
	 

	 	2248 Meridian Boulevard, #B
	 

	 	Minden, NV 89423
	 
	 	 
	Plan Administrator:

	 	Pinnacle Entertainment, Inc.
	 

	 	3800 Howard Hughes Pkwy, #1800
	 

	 	Las Vegas, NV 89109
	 
	 	 
	Agent for Legal Services:

	 	Pinnacle Entertainment, Inc.
	 

	 	3800 Howard Hughes Pkwy, #1800
	 

	 	Las Vegas, NV 89109
	 
	 	 
	Plan Year Ends:

	 	December 31