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                                                                   Exhibit 10.14




AMERISTAR CASINOS, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================
























                             EFFECTIVE APRIL 1, 2001




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AMERISTAR CASINOS, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================


                                TABLE OF CONTENTS


<TABLE>
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Purpose......................................................................................................... 1

ARTICLE 1 Definitions............................................................................................1

ARTICLE 2 Selection, Enrollment, Eligibility.....................................................................9
         2.1      Selection by Committee.........................................................................9
         2.2      Enrollment Requirements........................................................................9
         2.3      Eligibility; Commencement of Participation.....................................................9
         2.4      Termination of Participation and/or Deferrals..................................................9

ARTICLE 3 Deferral Commitments/Company Matching/Crediting/Taxes.................................................10
         3.1      Minimum Deferrals.............................................................................10
         3.2      Maximum Deferral..............................................................................10
         3.3      Election to Defer; Effect of Election Form....................................................11
         3.4      Withholding of Annual Deferral Amounts........................................................11
         3.5      Annual Company Contribution Amount............................................................11
         3.6      Annual Company Matching Amount................................................................11
         3.7      Rollover Contributions and Rollover Transfers.................................................12
         3.8      Investment of Trust Assets....................................................................12
         3.9      Vesting.......................................................................................12
         3.10     Crediting/Debiting of Account Balances........................................................14
         3.11     FICA and Other Taxes..........................................................................16
         3.11     FICA and Other Taxes..........................................................................16
         3.12     Distributions.................................................................................16

ARTICLE 4 Short-Term Payout;  Unforeseeable Financial Emergencies; Withdrawal Election..........................17
         4.1      Short-Term Payout.............................................................................17
         4.2      Other Benefits Take Precedence Over Short-Term................................................17
         4.3      Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.........................17
         4.4      Withdrawal Election...........................................................................17

ARTICLE 5 Retirement Benefit....................................................................................18
         5.1      Retirement Benefit............................................................................18
         5.2      Payment of Retirement Benefit.................................................................18
         5.3      Death Prior to Completion of Retirement Benefit...............................................18

ARTICLE 6 Pre-Retirement Survivor Benefit.......................................................................19
         6.1      Pre-Retirement Survivor Benefit...............................................................19
</TABLE>


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AMERISTAR CASINOS, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================

<TABLE>
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                                                                                                               PAGE
         6.2      Payment of Pre-Retirement Survivor Benefit....................................................19

ARTICLE 7 Termination Benefit...................................................................................19
         7.1      Termination Benefit...........................................................................19
         7.2      Payment of Termination Benefit................................................................19

ARTICLE 8 Disability Waiver and Benefit.........................................................................20
         8.1      Disability Waiver.............................................................................20
         8.2      Continued Eligibility; Disability Benefit.....................................................20

ARTICLE 9 Beneficiary Designation...............................................................................21
         9.1      Beneficiary...................................................................................21
         9.2      Beneficiary Designation; Change; Spousal Consent..............................................21
         9.3      Acknowledgment................................................................................21
         9.4      No Beneficiary Designation....................................................................21
         9.5      Doubt as to Beneficiary.......................................................................21
         9.6      Discharge of Obligations......................................................................21

ARTICLE 10 Leave of Absence.....................................................................................22
         10.1     Paid Leave of Absence.........................................................................22
         10.2     Unpaid Leave of Absence.......................................................................22

ARTICLE 11 Termination, Amendment or Modification...............................................................22
         11.1     Termination...................................................................................22
         11.2     Amendment.....................................................................................23
         11.3     Plan Agreement................................................................................23
         11.4     Effect of Payment.............................................................................23

ARTICLE 12 Administration.......................................................................................23
         12.1     Committee Duties..............................................................................23
         12.2     Administration Upon Change In Control.........................................................24
         12.3     Agents........................................................................................24
         12.4     Binding Effect of Decisions...................................................................24
         12.5     Indemnity of Committee........................................................................25
         12.6     Employer Information..........................................................................25

ARTICLE 13 Other Benefits and Agreements........................................................................25
         13.1     Coordination with Other Benefits..............................................................25

ARTICLE 14 Claims Procedures....................................................................................25
         14.1     Presentation of Claim.........................................................................25
         14.2     Notification of Decision......................................................................26
         14.3     Review of a Denied Claim......................................................................26
         14.4     Decision on Review............................................................................26
</TABLE>

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Deferred Compensation Plan
Master Plan Document
================================================================================

<TABLE>

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         14.5     Legal Action..................................................................................26

ARTICLE 15 Trust  28
         15.1     Establishment of the Trust....................................................................27
         15.2     Interrelationship of the Plan and the Trust...................................................27
         15.3     Distributions From the Trust..................................................................27

ARTICLE 16 Miscellaneous........................................................................................27
         16.1     Status of Plan................................................................................27
         16.2     Unsecured General Creditor....................................................................27
         16.3     Employer's Liability..........................................................................27
         16.4     Nonassignability..............................................................................28
         16.5     Not a Contract of Employment..................................................................38
         16.6     Furnishing Information........................................................................28
         16.7     Terms.........................................................................................28
         16.8     Captions......................................................................................28
         16.9     Governing Law.................................................................................29
         16.10    Notice   .....................................................................................29
         16.11    Successors....................................................................................29
         16.12    Spouse's Interest.............................................................................29
         16.13    Validity 31
         16.14    Incompetent...................................................................................29
         16.15    Court Order...................................................................................29
         16.16    Distribution in the Event of Taxation.........................................................30
         16.17    Insurance.....................................................................................30
         16.18    Legal Fees To Enforce Rights After Change in Control..........................................30

</TABLE>

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AMERISTAR CASINOS, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================



                             AMERISTAR CASINOS, INC.
                           DEFERRED COMPENSATION PLAN
                             Effective April 1, 2001

                                     PURPOSE

     The purpose of this Plan is to provide specified benefits to a select group
of management and highly compensated Employees who contribute materially to the
continued growth, development and future business success of Ameristar Casinos,
Inc., a Nevada corporation, and its subsidiaries, if any, that sponsor this
Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I
of ERISA.

                                    ARTICLE 1
                                   DEFINITIONS

     For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1  "Account Balance" shall mean, with respect to a Participant, a credit on
     the records of the Employer equal to the sum of (i) the Deferral Account
     balance, (ii) the vested portion of the Company Contribution Account
     balance, (iii) the vested portion of the Company Matching Account balance
     and (iv) the Rollover Contribution Account, minus (v) the Rollover
     Transfers. The Account Balance, and each other specified account balance,
     shall be a bookkeeping entry only and shall be utilized solely as a device
     for the measurement and determination of the amounts to be paid to a
     Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.2  "Annual Bonus" shall mean any compensation, in addition to Base Annual
     Salary relating to services performed during any calendar year, whether or
     not paid in such calendar year or included on the Federal Income Tax Form
     W-2 for such calendar year, payable to a Participant as an Employee under
     any Employer's annual bonus and cash incentive plans, excluding stock
     options.

1.3  "Annual Company Contribution Amount" shall mean, for any one Plan Year, the
     amount determined in accordance with Section 3.5.




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AMERISTAR CASINOS, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================


1.4  "Annual Company Matching Amount" for any one Plan Year shall be the amount
     determined in accordance with Section 3.6.

1.5  "Annual Deferral Amount" shall mean that portion of a Participant's Base
     Annual Salary and Annual Bonus that a Participant elects to have, and is
     deferred, in accordance with Article 3, for any one Plan Year. In the event
     of a Participant's Retirement, Disability (if deferrals cease in accordance
     with Section 8.1), death or a Termination of Employment prior to the end of
     a Plan Year, such year's Annual Deferral Amount shall be the actual amount
     withheld prior to such event.

1.6  "Annual Salary Deferral Amount" shall mean that portion of a Participant's
     Base Annual Salary that a Participant elects to have, and is deferred, in
     accordance with Article 3, for any one Plan Year. In the event of a
     Participant's Retirement, Disability (if deferrals cease in accordance with
     Section 8.1), death or a Termination of Employment prior to the end of a
     Plan Year, such year's Annual Salary Deferral Amount shall be the actual
     amount withheld prior to such event.

1.7  "Annual Bonus Deferral Amount" shall mean that portion of a Participant's
     Annual Bonus that a Participant elects to have, and is deferred, in
     accordance with Article 3, for any one Plan Year. In the event of a
     Participant's Retirement, Disability (if deferrals cease in accordance with
     Section 8.1), death or a Termination of Employment prior to the end of a
     Plan Year, such year's Annual Bonus Deferral Amount shall be the actual
     amount withheld prior to such event.

1.8  "Annual Installment Method" shall mean annual installments over the number
     of years selected by the Participant or Committee in accordance with this
     Plan, calculated as follows: The Account Balance of the Participant shall
     be calculated as of the close of business on the last business day of the
     year. The annual installment shall be calculated by multiplying this
     balance by a fraction, the numerator of which is one, and the denominator
     of which is the remaining number of annual installments due the
     Participant. By way of example, if the Participant elects a 10 year Annual
     Installment Method, the first annual installment shall be 1/10 of the
     Account Balance, calculated as described in this definition. The following
     year, the annual installment shall be 1/9 of the Account Balance,
     calculated as described in this definition. Each annual installment shall
     be distributed to the Participant in four equal payments, one payment to be
     made each calendar quarter of the Plan Year, on or as soon as practicable
     after the first business day of each calendar quarter of the Plan Year. By
     way of example, if the annual installment for Plan Year 2002 totals $1,000,
     $250 shall be paid to the Participant on or as soon as practicable after
     January 1, April 1, July 1 and October 1.

1.9  "Base Annual Salary" shall mean the annual cash compensation relating to
     services performed during any calendar year, whether or not paid in such
     calendar year or included on the Federal Income Tax Form W-2 for such
     calendar year, excluding


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AMERISTAR CASINOS, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================


     bonuses, commissions, overtime, fringe benefits, stock options, relocation
     expenses, incentive payments, non-monetary awards, directors fees and other
     fees, automobile and other allowances paid to a Participant for employment
     services rendered (whether or not such allowances are included in the
     Employee's gross income). Base Annual Salary shall be calculated before
     reduction for compensation voluntarily deferred or contributed by the
     Participant pursuant to all qualified or non-qualified plans of any
     Employer and shall be calculated to include amounts not otherwise included
     in the Participant's gross income under Code Sections 125, 402(e)(3),
     402(h), or 403(b) pursuant to plans established by any Employer; provided,
     however, that all such amounts will be included in compensation only to the
     extent that, had there been no such plan, the amount would have been
     payable in cash to the Employee.

1.10 "Beneficiary" shall mean one or more persons, trusts, estates or other
     entities, designated in accordance with Article 9, that are entitled to
     receive benefits under this Plan upon the death of a Participant.

1.11 "Beneficiary Designation Form" shall mean the form established from time to
     time by the Committee that a Participant completes, signs and returns to
     the Committee to designate one or more Beneficiaries.

1.12 "Board" shall mean the board of directors of the Company.

1.13 A "Change in Control" shall be deemed to have occurred if:

     (a)  individuals who, as of the date of this Agreement, constitute the
          entire Board of Directors of the Company ("Incumbent Directors") cease
          for any reason to constitute at least a majority of the Board of
          Directors of the Company; PROVIDED, HOWEVER, that any individual
          becoming a director subsequent to such date whose election, or
          nomination for election by the Company's stockholders, was approved by
          a vote of at least a majority of the then Incumbent Directors (other
          than an election or nomination of an individual whose assumption of
          office is the result of an actual or threatened election contest
          relating to the election of directors of the Company), also shall be
          an Incumbent Director; or

     (b)  the stockholders of the company shall approve (A) any merger,
          consolidation, or recapitalization of the Company (or, if the capital
          stock of the Company is affected, any subsidiary of the Company) or
          any sale, lease, or other transfer (in one transaction or a series of
          transactions contemplated or arranged by any party as a single plan)
          of all or substantially all of the assets of the Company (each of the
          foregoing being an "Acquisition Transaction") where (1) the
          stockholders of the Company immediately prior to such Acquisition
          Transaction would not immediately after such Acquisition Transaction
          beneficially own, directly or indirectly, shares representing in the
          aggregate more than fifty percent (50%) of (a) the then outstanding
          common stock of the corporation surviving or resulting


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AMERISTAR CASINOS, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================

          from such merger, consolidation or recapitalization or acquiring such
          assets of the Company, as the case may be (the "Surviving
          Corporation") (or of its ultimate parent corporation, if any) and (b)
          the Combined Voting Power (as defined below) of the then outstanding
          Voting Securities (as defined below) of the Surviving Corporation (or
          of its ultimate parent corporation, if any) or (2) the Incumbent
          Directors at the time of the initial approval of such Acquisition
          Transaction would not immediately after such Acquisition Transaction
          constitute a majority of the Board of Directors of the Surviving
          Corporation (or of its ultimate parent corporation, if any) or (B) any
          plan or proposal for the liquidation or dissolution of the Company; or

     (c)  any Person (as defined below) other than a Permitted Holder (as
          defined below) shall become the beneficial owner (as defined in Rules
          13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended
          (the "Exchange Act")), directly or indirectly, of securities of the
          Company representing in the aggregate fifty percent (50%) or more of
          either (i) the then outstanding shares of the Company Common Stock or
          (ii) the Combined Voting Power of all then outstanding Voting
          Securities of the Company; PROVIDED, HOWEVER, that notwithstanding the
          foregoing, a Change of Control shall not be deemed to have occurred
          for purposes of this clause (c) solely as the result of:

          (A)  an acquisition of securities by the Company which, by reducing
               the number of shares of the Company Common Stock or other Voting
               Securities outstanding, increases (i) the proportionate number of
               shares of the Company Common Stock beneficially owned by any
               Person to fifty percent (50%) or more of the shares of the
               Company Common Stock then outstanding or (ii) the proportionate
               voting power represented by the Voting Securities beneficially
               owned by any Person to fifty percent (50%) or more of the
               Combined Voting Power of all then outstanding Voting Securities;
               or

          (B)  an acquisition of securities directly from the Company except
               that this paragraph B shall not apply to:

               (1)  any conversion of a security that was not acquired directly
                    from the Company; or

               (2)  any acquisition of securities if the Incumbent Directors at
                    the time of the initial approval of such acquisition would
                    not immediately after (or otherwise as a result of) such
                    acquisition constitute a majority of the Board of Directors
                    of the Company.

     (d)  For purposes of this Section 1.13:



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AMERISTAR CASINOS, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================

          (i)  "Person" shall mean any individual, entity (including, without
               limitation, any corporation, partnership, limited liability
               company, trust, joint venture, association or governmental body)
               or group (as defined in Section 13(d)(3) or 14(d)(2) of the
               Exchange Act and the rules and regulations thereunder); provided,
               however, that "Person" shall not include the Company, any of its
               subsidiaries, any employee benefit plan of the Company or any of
               its majority-owned subsidiaries or any entity organized,
               appointed or established by the Company or such subsidiary for or
               pursuant to the terms of any such plan;

          (ii) "Voting Securities" shall mean all securities of a corporation
               having the right under ordinary circumstances to vote in an
               election of the Board of Directors of such corporation;

          (iii) "Combined Voting Power" shall mean the aggregate votes entitled
               to be cast generally in the election of directors of a
               corporation by holders of then outstanding Voting Securities of
               such corporation; and

          (iv) "Permitted Holder" shall mean (A) the Company or any trustee or
               other fiduciary holding securities under an employee benefit plan
               of the Company and (B) to the extent they hold securities in any
               capacity whatsoever, Craig H. Neilsen and Ray Neilsen and their
               respective estates, spouses, heirs, ancestors, lineal
               descendants, step children, legatees and legal representatives,
               and the trustees of any bona fide trusts of which one or more of
               the foregoing are the sole beneficiaries or grantors thereof and
               (C) any person controlled, directly or indirectly, by one or more
               of the foregoing Persons referred to in the immediately preceding
               clause (B), whether through the ownership of voting securities,
               by contract or otherwise.

1.14 "Claimant" shall have the meaning set forth in Section 14.1.

1.15 "Code" shall mean the Internal Revenue Code of 1986, as it may be amended
     from time to time.

1.16 "Committee" shall mean the committee described in Article 12.

1.17 "Company" shall mean Ameristar Casinos, Inc., a Nevada corporation, and any
     successor to all or substantially all of the Company's assets or business.

1.18 "Company Contribution Account" shall mean (i) the sum of the Participant's
     Annual Company Contribution Amounts, plus (ii) amounts credited in
     accordance with all the applicable crediting provisions of this Plan that
     relate to the Participant's Company Contribution Account, less (iii) all
     distributions made to the Participant or his or her


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AMERISTAR CASINOS, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================

     Beneficiary pursuant to this Plan that relate to the Participant's Company
     Contribution Account.

1.19 "Company Matching Account" shall mean (i) the sum of all of a Participant's
     Annual Company Matching Amounts, plus (ii) amounts credited in accordance
     with all the applicable crediting provisions of this Plan that relate to
     the Participant's Company Matching Account, less (iii) all distributions
     made to the Participant or his or her Beneficiary pursuant to this Plan
     that relate to the Participant's Company Matching Account.

1.20 "Deduction Limitation" shall mean the following described limitation on a
     benefit that may otherwise be distributable pursuant to the provisions of
     this Plan. Except as otherwise provided, this limitation shall be applied
     to all distributions that are "subject to the Deduction Limitation" under
     this Plan. If an Employer determines in good faith prior to a Change in
     Control that there is a reasonable likelihood that any compensation paid to
     a Participant for a taxable year of the Employer would not be deductible by
     the Employer solely by reason of the limitation under Code Section 162(m),
     then to the extent deemed necessary by the Employer to ensure that the
     entire amount of any distribution to the Participant pursuant to this Plan
     prior to the Change in Control is deductible, the Employer, at the
     direction of the Committee, may defer all or any portion of a distribution
     under this Plan. Any amounts deferred pursuant to this limitation shall
     continue to be credited/debited with additional amounts in accordance with
     Section 3.10 below, even if such amount is being paid out in installments.
     The amounts so deferred and amounts credited thereon shall be distributed
     to the Participant or his or her Beneficiary (in the event of the
     Participant's death) at the earliest possible date, as determined by the
     Employer in good faith, on which the deductibility of compensation paid or
     payable to the Participant for the taxable year of the Employer during
     which the distribution is made will not be limited by Section 162(m), or if
     earlier, the effective date of a Change in Control. Notwithstanding
     anything to the contrary in this Plan, the Deduction Limitation shall not
     apply to any distributions made after a Change in Control.

1.21 "Deferral Account" shall mean (i) the sum of all of a Participant's Annual
     Deferral Amounts, plus (ii) amounts credited in accordance with all the
     applicable crediting provisions of this Plan that relate to the
     Participant's Deferral Account, less (iii) all distributions made to the
     Participant or his or her Beneficiary pursuant to this Plan that relate to
     his or her Deferral Account.

1.22 "Disability" shall mean a period of disability during which a Participant
     qualifies for permanent disability benefits under the Participant's
     Employer's long-term disability plan, or, if a Participant does not
     participate in such a plan, a period of disability during which the
     Participant would have qualified for permanent disability benefits under
     such a plan had the Participant been a participant in such a plan, as
     determined in the sole discretion of the Committee. If the Participant's
     Employer does not sponsor such a plan, or


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AMERISTAR CASINOS, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================

     discontinues to sponsor such a plan, Disability shall be determined by the
     Committee in its sole discretion.

1.23 "Disability Benefit" shall mean the benefit set forth in Article 8.

1.24 "Election Form" shall mean the form established from time to time by the
     Committee that a Participant completes, signs and returns to the Committee
     to make an election under the Plan.

1.25 "Employee" shall mean a person who is an employee of any Employer.

1.26 "Employer(s)" shall mean the Company and/or any of its subsidiaries (now in
     existence or hereafter formed or acquired) that have been selected by the
     Board to participate in the Plan and have adopted the Plan as a sponsor.

1.27 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
     it may be amended from time to time.

1.28 "First Plan Year" shall mean the period beginning April 1, 2001 and ending
     December 31, 2001.

1.29 "Participant" shall mean any Employee (i) who is selected to participate in
     the Plan, (ii) who elects to participate in the Plan, (iii) who signs a
     Plan Agreement, an Election Form and a Beneficiary Designation Form, (iv)
     whose signed Plan Agreement, Election Form and Beneficiary Designation Form
     are accepted by the Committee, (v) who commences participation in the Plan,
     and (vi) whose Plan Agreement has not terminated. A spouse or former spouse
     of a Participant shall not be treated as a Participant in the Plan or have
     an account balance under the Plan, even if he or she has an interest in the
     Participant's benefits under the Plan as a result of applicable law or
     property settlements resulting from legal separation or divorce.

1.30 "Plan" shall mean the Company's Deferred Compensation Plan adopted
     effective April 1, 2001, and as hereafter amended from time to time.

1.31 "Plan Agreement" shall mean a written agreement, as may be amended from
     time to time, which is entered into by and between an Employer and a
     Participant. Each Plan Agreement executed by a Participant and the
     Participant's Employer shall provide for the entire benefit to which such
     Participant is entitled under the Plan attributable to that Employer.
     Should there be more than one Plan Agreement in respect of a particular
     Employer, the Plan Agreement bearing the latest date of acceptance by the
     Employer shall supersede all previous Plan Agreements in their entirety and
     shall govern such entitlement. The terms of any Plan Agreement may be
     different for any Participant, and any Plan Agreement may provide
     additional benefits not set forth in the Plan or limit the benefits
     otherwise provided under the Plan; provided, however, that any such
     additional


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AMERISTAR CASINOS, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================

     benefits or benefit limitations must be agreed to by both the Employer and
     the Participant.

1.32 "Plan Year" shall, except for the First Plan Year, mean a period beginning
     on January 1 of each calendar year and ending December 31.

1.33 "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
     Article 6.

1.34 "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
     Employee, severance from employment from all Employers for any reason other
     than a leave of absence, death or Disability on or after the earlier of the
     attainment of (a) age sixty-five (65) or (b) age fifty-five (55) with five
     (5) Years of Service.

1.35 "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.36 "Rollover Contribution(s)" shall have the meaning set forth in Section 3.7.

1.37 "Rollover Contribution Account" shall mean the sum of (a) a Participant's
     Rollover Contribution, plus (b) amounts credited in accordance with all of
     the applicable crediting provisions of the Plan that relate to the
     Participant's Rollover Contribution Account, less all distribution made
     from such account pursuant to this Plan. This account shall be a
     bookkeeping entry only and shall be utilized solely as a device for the
     measurement and determination of the amounts to be paid to the Participant
     pursuant to the Plan.

1.38 "Rollover Transfer(s)" shall have the meaning set forth in Section 3.7.

1.39 "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.40 "Termination Benefit" shall mean the benefit set forth in Article 7.

1.41 "Termination of Employment" shall mean the severing of employment with all
     Employers, voluntarily or involuntarily, for any reason other than
     Retirement, Disability, death or an authorized leave of absence.

1.42 "Trust" shall mean one or more trusts established pursuant to that certain
     Master Trust Agreement, dated as of April 1, 2001, between the Company and
     the trustee named therein, as amended from time to time.

1.43 "Unforeseeable Financial Emergency" shall mean an unanticipated emergency
     that is caused by an event beyond the control of the Participant that would
     result in severe financial hardship to the Participant resulting from (i) a
     sudden and unexpected illness or accident of the Participant or a dependent
     of the Participant, (ii) a loss of the Participant's property due to
     casualty, or (iii) such other extraordinary and unforeseeable


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AMERISTAR CASINOS, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================

     circumstances arising as a result of events beyond the control of the
     Participant, all as determined in the sole discretion of the Committee.

1.44 "Years of Plan Participation" shall mean the total number of full Plan
     Years a Participant has been a Participant in the Plan prior to his or her
     Termination of Employment (determined without regard to whether deferral
     elections have been made by the Participant for any Plan Year). Any partial
     year shall not be counted. Also, years in which a Participant is eligible
     to participate by reason of a withdrawal under Section 4.4 hereof shall not
     be counted. Notwithstanding the previous sentence, a Participant's first
     Plan Year of participation shall be treated as a full Plan Year for
     purposes of this definition, even if it is only a partial Plan Year of
     participation.

1.45 "Years of Service" shall mean the total number of full years in which a
     Participant has been employed by one or more Employers. For purposes of
     this definition, a year shall mean a 365 day period (or 366 days in the
     case of a leap year).

                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1  SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
     select group of management and highly compensated Employees of the
     Employers, as determined by the Compensation Committee of the Board in its
     sole discretion. From that group, such Compensation Committee shall select,
     in its sole discretion, Employees to participate in the Plan.

2.2  ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
     Employee shall complete, execute and return to the Committee a Plan
     Agreement, an Election Form and a Beneficiary Designation Form, all within
     30 days after he or she is selected to participate in the Plan. In
     addition, the Committee shall establish from time to time such other
     enrollment requirements as it determines in its sole discretion are
     necessary.

2.3  ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee selected
     to participate in the Plan has met all enrollment requirements set forth in
     this Plan and required by the Committee, including returning all required
     documents to the Committee within the specified time period, that Employee
     shall commence participation in the Plan on the first day of the month
     following the month in which the Employee completes all enrollment
     requirements. If an Employee fails to meet all such requirements within the
     period required, in accordance with Section 2.2, that Employee shall not be
     eligible to participate in the Plan until the first day of the Plan Year
     following the delivery to and acceptance by the Committee of the required
     documents.

2.4  TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee determines
     in good faith that a Participant no longer qualifies as a member of a
     select group of management or highly compensated employees, as membership
     in such group is determined in


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     accordance with Sections 201(2), 301(a)(3) and 401(a)(l) of ERISA, the
     Committee shall have the right, in its sole discretion, to (i) terminate
     any deferral election the Participant has made for the remainder of the
     Plan Year in which the Participant's membership status changes, (ii)
     prevent the Participant from making future deferral elections and/or (iii)
     immediately distribute the Participant's then Account Balance as a
     Termination Benefit and terminate the Participant's participation in the
     Plan.

                                    ARTICLE 3
              DEFERRAL COMMITMENTS/COMPANY MATCHING/CREDITING/TAXES

3.1  MINIMUM DEFERRALS.

     (a)  BASE ANNUAL SALARY AND ANNUAL BONUS. For each Plan Year, a Participant
          may elect to defer, as his or her Annual Deferral Amount, Base Annual
          Salary and/or Annual Bonus such that the aggregate amount of Base
          Annual Salary and Annual Bonus deferred is not less than $2,000. If an
          election is made for less than $2,000, or if no election is made, the
          amount deferred shall be zero.

     (b)  SHORT PLAN YEAR. Notwithstanding the foregoing, if a Participant first
          becomes a Participant after the first day of a Plan Year, or in the
          case of the First Plan Year, the minimum Base Annual Salary deferral
          shall be an amount equal to the minimum set forth above, multiplied by
          a fraction, the numerator of which is the number of complete months
          remaining in the Plan Year and the denominator of which is 12.

3.2  MAXIMUM DEFERRAL.

For each Plan Year, a Participant may elect to defer, as his or her Annual
Deferral Amount, Base Annual Salary and/or Annual Bonus up to the following
maximum percentages for each deferral elected:


            DEFERRAL                      MAXIMUM AMOUNT
        Base Annual Salary                      90%
        Annual Bonus                           100%

Notwithstanding the foregoing, if a Participant first becomes a Participant
after the first day of a Plan Year, or in the case of the First Plan Year of the
Plan itself, the maximum Annual Deferral Amount, with respect to Base Annual
Salary shall be limited to the amount of compensation not yet earned by the
Participant as of the date the Participant submits a Plan Agreement and Election
Form to the Committee for acceptance, but the entire amount of the Annual Bonus
attributable to the calendar year in which such short Plan Year ends may be
subject to deferral.


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3.3  ELECTION TO DEFER; EFFECT OF ELECTION FORM.

     (a)  FIRST PLAN YEAR. In connection with a Participant's commencement of
          participation in the Plan, the Participant shall make an irrevocable
          deferral election for the Plan Year in which the Participant commences
          participation in the Plan, along with such other elections as the
          Committee deems necessary or desirable under the Plan. For these
          elections to be valid, the Election Form must be completed and signed
          by the Participant, timely delivered to the Committee (in accordance
          with Section 2.2 above) and accepted by the Committee.

     (b)  SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an irrevocable
          deferral election for that Plan Year, and such other elections as the
          Committee deems necessary or desirable under the Plan, shall be made
          by timely delivering to the Committee, in accordance with its rules
          and procedures, before the end of the Plan Year preceding the Plan
          Year for which the election is made, a new Election Form. If no such
          Election Form is timely delivered for a Plan Year, the Annual Deferral
          Amount shall be zero for that Plan Year.

3.4  WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Base Annual
     Salary portion of the Annual Deferral Amount shall be withheld from each
     regularly scheduled Base Annual Salary payroll in equal amounts, as
     adjusted from time to time for increases and decreases in Base Annual
     Salary. The Annual Bonus portion of the Annual Deferral Amount shall be
     withheld at the time the Annual Bonus are or otherwise would be paid to the
     Participant, whether or not this occurs during the Plan Year itself.

3.5  ANNUAL COMPANY CONTRIBUTION AMOUNT. For each Plan Year, an Employer, in its
     sole discretion, may, but is not required to, credit any amount it desires
     to any Participant's Company Contribution Account under this Plan, which
     amount shall be for that Participant the Annual Company Contribution Amount
     for that Plan Year. The amount so credited to a Participant may be smaller
     or larger than the amount credited to any other Participant, and the amount
     credited to any Participant for a Plan Year may be zero, even though one or
     more other Participants receive an Annual Company Contribution Amount for
     that Plan Year. The Annual Company Contribution Amount, if any, shall be
     credited as of the date selected by the Committee, in its sole and absolute
     discretion. If a Participant is not employed by an Employer as of the last
     day of a Plan Year other than by reason of his or her Retirement or death
     while employed, the Annual Company Contribution Amount for that Plan Year
     shall be zero.

3.6  ANNUAL COMPANY MATCHING AMOUNT. A Participant's Annual Company Matching
     Amount for any Plan Year shall be equal to the sum of (i) 100% of the
     Participant's Annual Salary Deferral Amount for such Plan Year, up to an
     amount that does not exceed


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     5% of the Participant's Base Annual Salary taken into account hereunder for
     such Plan Year and (ii) 100% of the Participant's Annual Bonus Deferral
     Amount for such Plan Year, up to an amount that does not exceed 5% of the
     Participant's Annual Bonus. The Annual Company Matching Amount, if any,
     shall be credited as of the date selected by the Committee, in its sole and
     absolute discretion. In the event of Retirement or death, a Participant
     shall be credited with the Annual Company Matching Amount for the Plan Year
     in which he or she Retires or dies.

3.7  ROLLOVER CONTRIBUTIONS AND ROLLOVER TRANSFERS. If a Participant
     participates in any other plan or arrangement maintained by an Employer
     (other than a plan qualified under Section 401 of the Code) that provides
     for the deferral of income or compensation (an "Other Deferral Plan"), and
     the Participant has an account balance under such Other Deferral Plan that
     the Participant is not presently entitled to receive (other than through
     distributions or withdrawals on account of hardship or which entail a
     reduction in such account balance or the payment of some other penalty),
     the Committee, in its sole and absolute discretion, may permit all but not
     less than all of such Participant's account balance in such Other Deferral
     Plan to be contributed to this Plan as a Rollover Contribution. The amount
     of any such Rollover Contribution shall be deducted from the Participant's
     account balance in such Other Deferral Plan, shall be credited to the
     Participant's Rollover Contribution Account under this Plan, and shall
     thereafter be governed by the terms and provisions of this Plan rather than
     by the terms and provisions of such Other Deferral Plan. Conversely, if a
     Participant has not become entitled to receive benefits under this Plan
     (other than pursuant to Sections 4.1 or 4.3 of this Plan) and the
     Participant also participates in an Other Deferral Plan, the Committee may,
     in its sole and absolute discretion, permit all but not less than all of
     the Participant's Account Balance to be transferred to such Other Deferral
     Plan in a Rollover Transfer. The amount of any Rollover Transfer shall be
     credited to the participant's account in such Other Deferral Plan, and
     shall thereafter be governed by the terms and provision of such Other
     Deferral Plan rather than by the terms and provisions of this Plan.

3.8  INVESTMENT OF TRUST ASSETS. The trustee of the Trust shall be authorized,
     upon written instructions received from the Committee or investment manager
     appointed by the Committee, to invest and reinvest the assets of the Trust
     in accordance with the applicable Trust Agreement.

3.9  VESTING.

     (a)  A Participant shall at all times be 100% vested in his or her Deferral
          Account and Rollover Contribution Account.

     (b)  A Participant shall be vested in his or her Company Contribution
          Account and Company Matching Account as follows: (i) with respect to
          all benefits under this Plan other than the Termination Benefit, a
          Participant's


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          vested Company Contribution Account and vested Company Matching
          Account shall equal 100% of such Participant's Company Contribution
          Account and Company Matching Account; and (ii) with respect to the
          Termination Benefit, a Participant's Company Contribution Account and
          Company Matching Account shall vest on the basis of the Participant's
          Years of Plan Participation at the time the Participant experiences a
          Termination of Employment, in accordance with the following schedule:

             YEARS OF PLAN PARTICIPATION               VESTED PERCENTAGE OF
              AT DATE OF TERMINATION OF            COMPANY CONTRIBUTION ACCOUNT
                      EMPLOYMENT                   AND COMPANY MATCHING ACCOUNT
           Less than 1 year                                     0%
           1 year or more, but less than 2                     20%
           2 years or more, but less than 3                    40%
           3 years or more, but less than 4                    60%
           4 years or more, but less than 5                    80%
           5 years or more                                    100%

          Upon a Termination of Employment, any unvested amounts in a
          Participant's Company Contribution Account and Company Marketing
          Account shall be forfeited.

     (c)  Notwithstanding anything to the contrary contained in this Section
          3.9, in the event of Retirement, Disability, death, or a Change in
          Control occurring while a Participant's employed by an Employer, a
          Participant's Company Contribution Account and Company Matching
          Account shall immediately become 100% vested (if it is not already
          vested in accordance with the above vesting schedules).

     (d)  Notwithstanding subsection (c), the vesting schedule for a
          Participant's Company Contribution Account and Company Matching
          Account shall not be accelerated to the extent that the Committee
          determines that such acceleration would cause the deduction
          limitations of Section 280G of the Code to become effective. In the
          event that all of a Participant's Company Contribution Account and
          Company Matching Account is not vested pursuant to such a
          determination, the Participant may request independent verification of
          the Committee's calculations with respect to the application of
          Section 280G. In such case, the Committee must provide to the
          Participant within 15 business days of such a request an opinion from
          a nationally recognized accounting firm selected by the Participant
          (the "Accounting Firm"). The opinion shall state the Accounting Firm's
          opinion that any limitation in the vested percentage hereunder is
          necessary


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          to avoid the limits of Section 280G and contain supporting
          calculations. The cost of such opinion shall be paid for by the
          Company.

3.10 CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject to,
     the rules and procedures that are established from time to time by the
     Committee, in its sole discretion, amounts shall be credited or debited to
     a Participant's Account Balance (including for this purpose unvested
     amounts in the Participants Company Matching and Company Contribution
     Accounts) in accordance with the following rules:

     (a)  ELECTION OF MEASUREMENT FUNDS. A Participant, in connection with his
          or her initial deferral election in accordance with Section 3.3(a)
          above, shall elect, on the Election Form, one or more Measurement
          Fund(s) (as described in Section 3.10(c) below) to be used to
          determine the additional amounts to be credited to his or her Account
          Balance for the first calendar month or portion thereof in which the
          Participant commences participation in the Plan and continuing
          thereafter for each subsequent calendar month in which the Participant
          participates in the Plan, unless changed in accordance with the next
          sentence. Commencing with the first month that follows the
          Participant's commencement of participation in the Plan and continuing
          thereafter for each subsequent month in which the Participant
          participates in the Plan, no later than the next to last business day
          of the month, the Participant may (but is not required to) elect, by
          submitting an Election Form to the Committee that is accepted by the
          Committee, to add or delete one or more Measurement Fund(s) to be used
          to determine the additional amounts to be credited to his or her
          Account Balance, or to change the portion of his or her Account
          Balance allocated to each previously or newly elected Measurement
          Fund. If an election is made in accordance with the previous sentence,
          it shall apply to the next month and continue thereafter for each
          subsequent month in which the Participant participates in the Plan,
          unless changed in accordance with the previous sentence.

     (b)  PROPORTIONATE ALLOCATION. In making any election described in Section
          3.10(a) above, the Participant shall specify on the Election Form, in
          increments of one percentage points (1%), the percentage of his or her
          Account Balance to be allocated to a Measurement Fund (as if the
          Participant was making an investment in that Measurement Fund with
          that portion of his or her Account Balance).

     (c)  MEASUREMENT FUNDS. The Participant may elect one or more measurement
          funds, based on certain mutual funds selected and announced by the
          Committee (the "Measurement Funds"), for the purpose of crediting
          additional amounts to his or her Account Balance. As


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          necessary, the Committee may, in its sole discretion, discontinue,
          substitute or add a Measurement Fund. Each such action will take
          effect no earlier than the first day of the month that follows by
          thirty (30) days the day on which the Committee gives Participants
          advance written notice of such change. If the effective date of such a
          change occurs before a fund reallocation date and the change affects
          one of the Measurement Funds to which a Participant's Account Balance
          is allocated, the Participant's Account Balance shall be credited as
          if the change had not been made effective.

     (d)  CREDITING OR DEBITING METHOD. The performance of each elected
          Measurement Fund (either positive or negative) will be determined by
          the Committee, in its reasonable discretion, based on the performance
          of the Measurement Funds themselves. A Participant's Account Balance
          shall be credited or debited on a daily basis based on the performance
          of each Measurement Fund selected by the Participant, as determined by
          the Committee in its sole discretion, as though (i) a Participant's
          Account Balance were invested in the Measurement Fund(s) selected by
          the Participant, in the percentages applicable to such calendar month,
          as of the close of business on the first business day of such calendar
          month, at the closing price on such date; (ii) the portion of the
          Annual Deferral Amount that was actually deferred during any calendar
          month were invested in the Measurement Fund(s) selected by the
          Participant, in the percentages applicable to such calendar month, no
          later than the close of business on the first business day after the
          day on which such amounts are actually deferred from the Participant's
          Base Annual Salary through reductions in his or her payroll, at the
          closing price on such date; and (iii) any distribution made to a
          Participant that decreases such Participant's Account Balance ceased
          being invested in the Measurement Fund(s), in the percentages
          applicable to such calendar month, no earlier than one business day
          prior to the distribution, at the closing price on such date. The
          Participant's Annual Company Matching Amount shall be credited to his
          or her Company Matching Account for purposes of this Section 3.10 as
          of the close of business as of the first business day of the payroll
          period to which it relates.

     (e)  NO ACTUAL INVESTMENT. Notwithstanding any other provision of this Plan
          that may be interpreted to the contrary, the Measurement Funds are to
          be used for measurement purposes only, and a Participant's election of
          any such Measurement Fund, the allocation to his or her Account
          Balance thereto, the calculation of additional amounts and the
          crediting or debiting of such amounts to a Participant's Account
          Balance SHALL NOT be considered or construed in any manner as an
          actual investment of his or her Account

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          Balance in any such Measurement Fund. In the event that the Company or
          the Trustee (as that term is defined in the Trust), in its own
          discretion, decides to invest funds in any or all of the Measurement
          Funds, no Participant shall have any rights in or to such investments
          themselves. Without limiting the foregoing, a Participant's Account
          Balance shall at all times be a bookkeeping entry only and shall not
          represent any investment made on his or her behalf by the Company or
          the Trust; the Participant shall at all times remain an unsecured
          creditor of the Company.

3.11 FICA AND OTHER TAXES.

     (a)  ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Annual
          Deferral Amount is being withheld from a Participant, the
          Participant's Employer(s) shall withhold from that portion of the
          Participant's Base Annual Salary and Annual Bonus that is not being
          deferred, in a manner determined by the Employer(s), the Participant's
          share of FICA and other employment taxes on such Annual Deferral
          Amount. If necessary, the Committee may reduce the Annual Deferral
          Amount in order to comply with this Section 3.11.

     (b)  COMPANY MATCHING AMOUNTS AND COMPANY CONTRIBUTION AMOUNTS. When a
          participant becomes vested in a portion of his or her Company Matching
          Account or Company Contribution Account, the Participant's Employer(s)
          shall withhold from the Participant's Base Annual Salary or Annual
          Bonus that is not deferred, or both, in a manner determined by the
          Employer(s), the Participant's share of FICA and other employment
          taxes on such vested portion of his or her Company Matching Account or
          Company Contribution Account. If necessary, the Committee may reduce
          the vested portion of the Participant's Company Matching Account or
          Company Contribution Account, as the case may be, in order to comply
          with this Section 3.11.

     (c)  ROLLOVER CONTRIBUTIONS. For each Plan Year in which a Rollover
          Contribution is contributed by a Participant to the Plan, the
          Participant's Employer(s) shall withhold from that portion of the
          Participant's Base Annual Salary or Annual Bonus that is not being
          deferred, in a manner determined by the Employer(s), the Participant's
          share of FICA and other employment taxes on such Rollover
          Contribution. If necessary, the Committee may reduce the Rollover
          Contribution in order to comply with this Section 3.11.

     3.12 DISTRIBUTIONS. The Participant's Employer(s), or the trustee of the
Trust, shall withhold from any payments made to a Participant under this Plan
all federal, state and local


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income, employment and other taxes required to be withheld by the Employer(s),
or the trustee of the Trust, in connection with such payments, in amounts and in
a manner to be determined in the sole discretion of the Employer(s) and the
trustee of the Trust.

                                    ARTICLE 4
             SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES;
                               WITHDRAWAL ELECTION

4.1  SHORT-TERM PAYOUT. For each Plan Year, a Participant may irrevocably elect
     to receive a future "Short-Term Payout" from the Plan solely with respect
     to all or part of the Annual Deferral Amount for such Plan Year. Subject to
     the Deduction Limitation, the Short-Term Payout shall be a lump sum payment
     in an amount that is equal to the specified portion of the Annual Deferral
     Amount plus amounts credited or debited in the manner provided in Section
     3.10 above on that amount, determined at the time that the Short-Term
     Payout becomes payable (rather than the date of a Termination of
     Employment). Subject to the Deduction Limitation and the other terms and
     conditions of this Plan, each Short-Term Payout shall be paid out during a
     60 day period commencing immediately after the last day of any Plan Year
     designated by the Participant that is at least four Plan Years after the
     Plan Year in which the corresponding Annual Deferral Amount is actually
     deferred.

4.2  OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur that
     triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral Amount,
     plus amounts credited or debited thereon, that is subject to a Short-Term
     Payout election under Section 4.1 shall not be paid in accordance with
     Section 4.1 but shall be paid in accordance with the other applicable
     Article.

4.3  WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES. If
     the Participant experiences an Unforeseeable Financial Emergency, the
     Participant may petition the Committee to (i) suspend any deferrals
     required to be made by a Participant and/or (ii) receive a partial or full
     payout from the Plan. The payout shall not exceed the lesser of the
     Participant's Account Balance, calculated as if such Participant were
     receiving a Termination Benefit, or the amount reasonably needed to satisfy
     the Unforeseeable Financial Emergency. If, subject to the sole discretion
     of the Committee, the petition for a suspension and/or payout is approved,
     suspension shall take effect upon the date of approval and any payout shall
     be made within 60 days of the date of approval. The payment of any amount
     under this Section 4.3 shall not be subject to the Deduction Limitation.

4.4  WITHDRAWAL ELECTION. A Participant (or, after a Participant's death, his or
     her Beneficiary) may elect, at any time, to withdraw all of his or her
     Account Balance, calculated as if there had occurred a Termination of
     Employment as of the day of the election, less a withdrawal penalty equal
     to 10% of such amount (the net amount shall be


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     referred to as the "Withdrawal Amount"). This election can be made at any
     time, before or after Retirement, Disability, death or Termination of
     Employment, and whether or not the Participant (or Beneficiary) is in the
     process of being paid pursuant to an installment payment schedule. If made
     before Retirement, Disability or death, a Participant's Withdrawal Amount
     shall be his or her Account Balance calculated as if there had occurred a
     Termination of Employment as of the day of the election. No partial
     withdrawals of the Withdrawal Amount shall be allowed. The Participant (or
     his or her Beneficiary) shall make this election by giving the Committee
     advance written notice of the election in a form determined from time to
     time by the Committee. The Participant (or his or her Beneficiary) shall be
     paid the Withdrawal Amount within 60 days of his or her election. Once the
     Withdrawal Amount is paid, the withdrawal penalty plus any nonvested
     amounts allocable to the Participant shall be permanently forfeited, the
     Participant's participation in the Plan shall terminate and the Participant
     shall not be eligible to participate in the Plan for the remainder of the
     Plan Year and the next Plan Year. The payment of this Withdrawal Amount
     shall not be subject to the Deduction Limitation.

                                    ARTICLE 5
                               RETIREMENT BENEFIT

5.1  RETIREMENT BENEFIT. Subject to the Deduction Limitation, a Participant who
     Retires shall receive, as a Retirement Benefit, his or her Account Balance.

5.2  PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his or her
     commencement of participation in the Plan, shall elect on an Election Form
     to receive the Retirement Benefit in a lump sum or pursuant to an Annual
     Installment Method of any whole number of years not to exceed 15. The
     Participant may annually change his or her election to an allowable
     alternative payout period by submitting a new Election Form to the
     Committee, provided that any such Election Form is submitted at least 1
     year prior to the Participant's Retirement and is accepted by the Committee
     in its sole discretion. The Election Form most recently accepted by the
     Committee shall govern the payout of the Retirement Benefit. If a
     Participant does not make any election with respect to the payment of the
     Retirement Benefit, then such benefit shall be payable in a lump sum. The
     lump sum payment shall be made, or installment payments shall commence, no
     later than 60 days after the last day of the Plan Year in which the
     Participant Retires. Any payment made shall be subject to the Deduction
     Limitation.

5.3  DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT. If a Participant dies
     after Retirement but before the Retirement Benefit is paid in full, the
     Participant's unpaid Retirement Benefit payments shall continue and shall
     be paid to the Participant's Beneficiary (a) over the remaining number of
     years and in the same amounts as that benefit would have been paid to the
     Participant had the Participant survived, or (b) in a



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     lump sum, if requested by the Beneficiary and allowed in the sole
     discretion of the Committee, that is equal to the Participant's unpaid
     remaining Account Balance.

                                    ARTICLE 6
                         PRE-RETIREMENT SURVIVOR BENEFIT

6.1  PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction Limitation, the
     Participant's Beneficiary shall receive a Pre-Retirement Survivor Benefit
     equal to the Participant's Account Balance if the Participant dies before
     he or she Retires, experiences a Termination of Employment or suffers a
     Disability.

6.2  PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. The Pre-Retirement Survivor
     Benefit shall be paid in the payment period previously elected by the
     Participant for the payment of the Retirement Benefit, but commencing upon
     the Participant's death. The Election Form most recently accepted by the
     Committee prior to the Participant's death shall govern the payout of the
     Participant's Pre-Retirement Survivor Benefit. If a Participant does not
     make any election with respect to the payment of the Retirement Benefit,
     then such benefit shall be paid in a lump sum. Notwithstanding the
     foregoing, payment of the Pre-Retirement Survivor Benefit may be made, in
     the sole discretion of the Committee, in a lump sum or in not more than 12
     monthly installments. The lump sum payment shall be made, or installment
     payments shall commence, no later than 60 days after the last day of the
     Plan Year in which the Committee is provided with proof that is
     satisfactory to the Committee of the Participant's death. Any payment made
     shall be subject to the Deduction Limitation.

                                    ARTICLE 7
                               TERMINATION BENEFIT

7.1  TERMINATION BENEFIT. Subject to the Deduction Limitation, the Participant
     shall receive a Termination Benefit, which shall be equal to the
     Participant's Account Balance if a Participant experiences a Termination of
     Employment prior to his or her Retirement, death or Disability.

7.2  PAYMENT OF TERMINATION BENEFIT. If the Participant's Account Balance at the
     time of his or her Termination of Employment is less than $25,000, payment
     of his or her Termination Benefit shall be paid in a lump sum. If his or
     her Account Balance at such time is equal to or greater than that amount,
     the Committee, in its sole discretion, may cause the Termination Benefit to
     be paid in a lump sum or pursuant to an Annual Installment Method of up to
     5 years. The lump sum payment shall be made, or installment payments shall
     commence, no later than 60 days after the last day of the month in which
     the Participant experiences the Termination of Employment. Any payment made
     shall be subject to the Deduction Limitation.



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                                    ARTICLE 8
                          DISABILITY WAIVER AND BENEFIT

8.1  DISABILITY WAIVER.

     (a)  WAIVER OF DEFERRAL. A Participant who is determined by the Committee
          to be suffering from a Disability shall be excused from fulfilling
          that portion of the Annual Deferral Amount commitment that would
          otherwise have been withheld from a Participant's Base Annual Salary
          and/or Annual Bonus for the Plan Year during which the Participant
          first suffers a Disability. During the period of Disability, the
          Participant shall not be allowed to make any additional deferral
          elections, but will continue to be considered a Participant for all
          other purposes of this Plan.

     (b)  RETURN TO WORK. If a Participant returns to employment with an
          Employer, after a Disability ceases, the Participant may elect to
          defer an Annual Deferral Amount for the Plan Year following his or her
          return to employment or service and for every Plan Year thereafter
          while a Participant in the Plan; provided such deferral elections are
          otherwise allowed and an Election Form is delivered to and accepted by
          the Committee for each such election in accordance with Section 3.3
          above.

8.2  CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant suffering a
     Disability shall, for benefit purposes under this Plan, continue to be
     considered to be employed, and shall be eligible for the benefits provided
     for in Articles 4, 5, 6 or 7 in accordance with the provisions of those
     Articles. Notwithstanding the above, the Committee shall have the right to,
     in its sole and absolute discretion and for purposes of this Plan only, and
     must in the case of a Participant who is otherwise eligible to Retire, deem
     the Participant to have experienced a Termination of Employment, or in the
     case of a Participant who is eligible to Retire, to have Retired, at any
     time (or in the case of a Participant who is eligible to Retire, as soon as
     practicable) after such Participant is determined to be suffering a
     Disability, in which case the Participant shall receive a Disability
     Benefit equal to his or her Account Balance at the time of the Committee's
     determination; provided, however, that should the Participant otherwise
     have been eligible to Retire, he or she shall be paid in accordance with
     Article 5. The Disability Benefit shall be paid commencing 90 days of the
     Committee's exercise of such right pursuant to Article 7, or if the
     Participant is otherwise eligible to Retire, pursuant to Article 5. Any
     payment made shall be subject to the Deduction Limitation.



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                                    ARTICLE 9
                             BENEFICIARY DESIGNATION

9.1  BENEFICIARY. Each Participant shall have the right, at any time, to
     designate his or her Beneficiary(ies) (both primary as well as contingent)
     to receive any benefits payable under the Plan to a beneficiary upon the
     death of a Participant. The Beneficiary designated under this Plan may be
     the same as or different from the Beneficiary designation under any other
     plan of an Employer in which the Participant participates.

9.2  BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall
     designate his or her Beneficiary by completing and signing the Beneficiary
     Designation Form, and returning it to the Committee or its designated
     agent. A Participant shall have the right to change a Beneficiary by
     completing, signing and otherwise complying with the terms of the
     Beneficiary Designation Form and the Committee's rules and procedures, as
     in effect from time to time. If the Participant names someone other than
     his or her spouse as a Beneficiary, a spousal consent, in the form
     designated by the Committee, must be signed by that Participant's spouse
     and returned to the Committee. Upon the acceptance by the Committee of a
     new Beneficiary Designation Form, all Beneficiary designations previously
     filed shall be canceled. The Committee shall be entitled to rely on the
     last Beneficiary Designation Form filed by the Participant and accepted by
     the Committee prior to his or her death.

9.3  ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
     shall be effective until received and acknowledged in writing by the
     Committee or its designated agent.

9.4  NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
     Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
     designated Beneficiaries predecease the Participant or die prior to
     complete distribution of the Participant's benefits, then the Participant's
     designated Beneficiary shall be deemed to be his or her surviving spouse.
     If the Participant has no surviving spouse, the benefits remaining under
     the Plan to be paid to a Beneficiary shall be payable to the executor or
     personal representative of the Participant's estate.

9.5  DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper
     Beneficiary to receive payments pursuant to this Plan, the Committee shall
     have the right, exercisable in its discretion, to cause the Participant's
     Employer to withhold such payments until this matter is resolved to the
     Committee's satisfaction.

9.6  DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
     Beneficiary shall fully and completely discharge all Employers and the
     Committee from all further obligations under this Plan with respect to the
     Participant, and that Participant's Plan Agreement shall terminate upon
     such full payment of benefits.



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                                   ARTICLE 10
                                LEAVE OF ABSENCE

10.1 PAID LEAVE OF ABSENCE. If a Participant is authorized by the Participant's
     Employer for any reason to take a paid leave of absence from the employment
     of the Employer, the Participant shall continue to be considered employed
     by the Employer and the Annual Deferral Amount shall continue to be
     withheld during such paid leave of absence in accordance with Section 3.3.

10.2 UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
     Participant's Employer for any reason to take an unpaid leave of absence
     from the employment of the Employer, the Participant shall continue to be
     considered employed by the Employer and the Participant shall be excused
     from making deferrals until the earlier of the date the leave of absence
     expires or the Participant returns to a paid employment status. Upon such
     expiration or return, deferrals shall resume for the remaining portion of
     the Plan Year in which the expiration or return occurs, based on the
     deferral election, if any, made for that Plan Year. If no election was made
     for that Plan Year, no deferral shall be withheld.

                                   ARTICLE 11
                     TERMINATION, AMENDMENT OR MODIFICATION

11.1 TERMINATION. Although each Employer anticipates that it will continue the
     Plan for an indefinite period of time, there is no guarantee that any
     Employer will continue the Plan or will not terminate the Plan at any time
     in the future. Accordingly, each Employer reserves the right to discontinue
     its sponsorship of the Plan and/or to terminate the Plan at any time with
     respect to any or all of its participating Employees, by action of its
     board of directors. Upon the termination of the Plan with respect to any
     Employer, the Plan Agreements of the affected Participants who are employed
     by that Employer shall terminate and their Account Balances, determined as
     if they had experienced a Termination of Employment on the date of Plan
     termination or, if Plan termination occurs after the date upon which a
     Participant was eligible to Retire, then with respect to that Participant
     as if he or she had Retired on the date of Plan termination, shall be paid
     to the Participants as follows: Prior to a Change in Control, if the Plan
     is terminated with respect to all of its Participants, an Employer shall
     have the right, in its sole discretion, and notwithstanding any elections
     made by the Participant, to pay such benefits in a lump sum or pursuant to
     an Annual Installment Method of up to 15 years, with amounts credited and
     debited during the installment period as provided herein. If the Plan is
     terminated with respect to less than all of its Participants, an Employer
     shall be required to pay such benefits in a lump sum or pursuant to an
     Annual Installment Method of up to 15 years, with amounts credited or
     debited during the installment period as provided herein. If the Plan is
     terminated after a Change in Control, the Employer shall be required to pay
     such benefits in a lump sum. The termination of the Plan shall not
     adversely affect any Participant or Beneficiary who has become entitled to
     the payment


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     of any benefits under the Plan as of the date of termination; provided
     however, that the Employer shall have the right to accelerate installment
     payments by paying the Account Balance in a lump sum or pursuant to an
     Annual Installment Method using fewer years provided that earnings continue
     to be credited or debited during the installment period as provided herein.

11.2 AMENDMENT. Any Employer may, at any time, amend or modify the Plan in whole
     or in part with respect to that Employer by the action of its board of
     directors; provided, however, that: (i) no amendment or modification shall
     be effective to decrease or restrict the value of a Participant's Account
     Balance in existence at the time the amendment or modification is made,
     calculated as if the Participant had experienced a Termination of
     Employment as of the effective date of the amendment or modification or, if
     the amendment or modification occurs after the date upon which the
     Participant was eligible to Retire, the Participant had Retired as of the
     effective date of the amendment or modification, and (ii) no amendment or
     modification of this Section 11.2 or Section 12.2 of the Plan shall be
     effective. The amendment or modification of the Plan shall not affect any
     Participant or Beneficiary who has become entitled to the payment of
     benefits under the Plan as of the date of the amendment or modification;
     provided, however, that the Employer shall have the right to accelerate
     installment payments by paying the Account Balance in a lump sum or
     pursuant to an Annual Installment Method using fewer years (provided that
     the present value of all payments that will have been received by a
     Participant at any given point of time under the different payment schedule
     shall equal or exceed the present value of all payments that would have
     been received at that point in time under the original payment schedule).

11.3 PLAN AGREEMENT. Despite the provisions of Sections 11.1 and 11.2 above, if
     a Participant's Plan Agreement contains benefits or limitations that are
     not in this Plan document, the Employer may only amend or terminate such
     provisions with the consent of the Participant.

11.4 EFFECT OF PAYMENT. The full payment of the applicable benefit under
     Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
     obligations to a Participant and his or her designated Beneficiaries under
     this Plan and the Participant's Plan Agreement shall terminate.


                                   ARTICLE 12
                                 ADMINISTRATION

12.1 COMMITTEE DUTIES. Except as otherwise provided in this Article 12 or
     Section 2.1 hereof, this Plan shall be administered by a Committee which
     shall consist of the Board, or such committee as the Board shall appoint.
     Members of the Committee may be Participants under this Plan. The Committee
     shall also have the discretion and authority to (i) make, amend, interpret,
     and enforce all appropriate rules and regulations for the


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     administration of this Plan and (ii) decide or resolve any and all
     questions including interpretations of this Plan, as may arise in
     connection with the Plan. Any individual serving on the Committee who is a
     Participant shall not vote or act on any matter relating solely to himself
     or herself. When making a determination or calculation, the Committee shall
     be entitled to rely on information furnished by a Participant or the
     Company.

12.2 ADMINISTRATION UPON CHANGE IN CONTROL. For purposes of this Plan, the
     Company shall be the "Administrator" at all times prior to the occurrence
     of a Change in Control. Upon and after the occurrence of a Change in
     Control, the "Administrator" shall be an independent third party selected
     by the Trustee and approved by the individual who, immediately prior to
     such event, was the Company's Chief Executive Officer or, if not so
     identified, the Company's highest ranking officer (the "Ex-CEO"). The
     Administrator shall have the discretionary power to determine all questions
     arising in connection with the administration of the Plan and the
     interpretation of the Plan and Trust including, but not limited to benefit
     entitlement determinations; provided, however, upon and after the
     occurrence of a Change in Control, the Administrator shall have no power to
     direct the investment of Plan or Trust assets or select any investment
     manager or custodial firm for the Plan or Trust. Upon and after the
     occurrence of a Change in Control, the Company must: (1) pay all reasonable
     administrative expenses and fees of the Administrator; (2) indemnify the
     Administrator against any costs, expenses and liabilities including,
     without limitation, attorney's fees and expenses arising in connection with
     the performance of the Administrator hereunder, except with respect to
     matters resulting from the gross negligence or willful misconduct of the
     Administrator or its employees or agents; and (3) supply full and timely
     information to the Administrator or all matters relating to the Plan, the
     Trust, the Participants and their Beneficiaries, the Account Balances of
     the Participants, the date of circumstances of the Retirement, Disability,
     death or Termination of Employment of the Participants, and such other
     pertinent information as the Administrator may reasonably require. Upon and
     after a Change in Control, the Administrator may be terminated (and a
     replacement appointed) by the Trustee only with the approval of the Ex-CEO.
     Upon and after a Change in Control, the Administrator may not be terminated
     by the Company.

12.3 AGENTS. In the administration of this Plan, the Committee may, from time to
     time, employ agents and delegate to them such administrative duties as it
     sees fit (including acting through a duly appointed representative) and may
     from time to time consult with counsel who may be counsel to any Employer.

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


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12.5 INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless the
     members of the Committee, any Employee to whom the duties of the Committee
     may be delegated, and the Administrator against any and all claims, losses,
     damages, expenses or liabilities arising from any action or failure to act
     with respect to this Plan, except in the case of willful misconduct by the
     Committee, any of its members, any such Employee or the Administrator.

12.6 EMPLOYER INFORMATION. To enable the Committee and/or Administrator to
     perform its functions, the Company and each Employer shall supply full and
     timely information to the Committee and/or Administrator, as the case may
     be, on all matters relating to the compensation of its Participants, the
     date and circumstances of the Retirement, Disability, death or Termination
     of Employment of its Participants, and such other pertinent information as
     the Committee or Administrator may reasonably require.

                                   ARTICLE 13
                          OTHER BENEFITS AND AGREEMENTS

13.1 COORDINATION WITH OTHER BENEFITS. The benefits provided for a Participant
     and Participant's Beneficiary under the Plan are in addition to any other
     benefits available to such Participant under any other plan or program for
     employees of the Participant's Employer. The Plan shall supplement and
     shall not supersede, modify or amend any other such plan or program except
     as may otherwise be expressly provided.

                                   ARTICLE 14
                                CLAIMS PROCEDURES

14.1 PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
     Participant (such Participant or Beneficiary being referred to below as a
     "Claimant") may deliver to the Committee a written claim for a
     determination with respect to the amounts distributable to such Claimant
     from the Plan. If such a claim relates to the contents of a notice received
     by the Claimant, the claim must be made within 60 days after such notice
     was received by the Claimant. All other claims must be made within 180 days
     of the date on which the event that caused the claim to arise occurred. The
     claim must state with particularity the determination desired by the
     Claimant.

14.2 NOTIFICATION OF DECISION. The Committee shall consider a Claimant's claim
     within a reasonable time, and shall notify the Claimant in writing:

     (a)  that the Claimant's requested determination has been made, and that
          the claim has been allowed in full; or

     (b)  that the Committee has reached a conclusion contrary, in whole or in
          part, to the Claimant's requested determination, and such notice must
          set forth in a manner calculated to be understood by the Claimant:


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          (i)   the specific reason(s) for the denial of the claim, or any part
                of it;

          (ii)  specific reference(s) to pertinent provisions of the Plan upon
                which such denial was based;

          (iii) a description of any additional material or information
                necessary for the Claimant to perfect the claim, and an
                explanation of why such material or information is necessary;
                and

          (iv)  an explanation of the claim review procedure set forth in
                Section 14.3 below.

14.3 REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from the
     Committee that a claim has been denied, in whole or in part, a Claimant (or
     the Claimant's duly authorized representative) may file with the Committee
     a written request for a review of the denial of the claim. Thereafter, but
     not later than 30 days after the review procedure began, the Claimant (or
     the Claimant's duly authorized representative):

     (a)  may review pertinent documents;

     (b)  may submit written comments or other documents; and/or

     (c)  may request a hearing, which the Committee, in its sole discretion,
          may grant.

14.4 DECISION ON REVIEW. The Committee shall render its decision on review
     promptly, and not later than 60 days after the filing of a written request
     for review of the denial, unless a hearing is held or other special
     circumstances require additional time, in which case the Committee's
     decision must be rendered within 120 days after such date. Such decision
     must be written in a manner calculated to be understood by the Claimant,
     and it must contain:

     (a)  specific reasons for the decision;

     (b)  specific reference(s) to the pertinent Plan provisions upon which the
          decision was based; and

     (c)  such other matters as the Committee deems relevant.

14.5 LEGAL ACTION. A Claimant's compliance with the foregoing provisions of this
     Article 14 is a mandatory prerequisite to a Claimant's right to commence
     any legal action with respect to any claim for benefits under this Plan.


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                                   ARTICLE 15
                                      TRUST

15.1 ESTABLISHMENT OF THE TRUST. The Company has established a Trust, and each
     Employer shall at least annually transfer over to the Trust such assets as
     the Employer determines, in its sole discretion, are necessary to provide,
     on a present value basis, for its respective future liabilities created
     with respect to the Annual Deferral Amounts, Annual Company Contribution
     Amounts, and Company Matching Amounts for such Employer's Participants for
     all periods prior to the transfer, as well as any debits and credits to the
     Participants' Account Balances for all periods prior to the transfer,
     taking into consideration the value of the assets in the trust at the time
     of the transfer.

15.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan and
     the Plan Agreement shall govern the rights of a Participant to receive
     distributions pursuant to the Plan. The provisions of the Trust shall
     govern the rights of the Employers, Participants and the creditors of the
     Employers to the assets transferred to the Trust. Each Employer shall at
     all times remain liable to carry out its obligations under the Plan.

15.3 DISTRIBUTIONS FROM THE TRUST. Each Employer's obligations under the Plan
     may be satisfied with Trust assets distributed pursuant to the terms of the
     Trust, and any such distribution shall reduce the Employer's obligations
     under this Plan.

                                   ARTICLE 16
                                  MISCELLANEOUS

16.1 STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
     within the meaning of Code Section 401(a) and that "is unfunded and is
     maintained by an employer primarily for the purpose of providing deferred
     compensation for a select group of management or highly compensated
     employee" within the meaning of ERISA Sections 201(2), 301(a)(3) and
     401(a)(l). The Plan shall be administered and interpreted to the extent
     possible in a manner consistent with that intent.

16.2 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs,
     successors and assigns shall have no legal or equitable rights, interests
     or claims in any property or assets of an Employer. For purposes of the
     payment of benefits under this Plan, any and all of an Employer's assets
     shall be, and remain, the general, unpledged unrestricted assets of the
     Employer. An Employer's obligation under the Plan shall be merely that of
     an unfunded and unsecured promise to pay money in the future.

16.3 EMPLOYER'S LIABILITY. An Employer's liability for the payment of benefits
     shall be defined only by the Plan and the Plan Agreement, as entered into
     between the Employer and a Participant and shall be limited to its
     particular obligation to a Participant based on compensation deferred while
     the Participant was employed by that Employer. An Employer shall have no
     obligation to a Participant under the Plan except as expressly


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     provided in the Plan and his or her Plan Agreement. Each Employer's
     obligation, however, is also guaranteed by the Company, so that both the
     Company and the affected Employer (if other than the Company) are jointly
     and severally responsible for that particular Employer's obligations
     hereunder.

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

16.5 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan shall
     not be deemed to constitute a contract of employment between any Employer
     and the Participant. Such employment is hereby acknowledged to be an "at
     will" employment relationship that can be terminated at any time for any
     reason, or no reason, with or without cause, and with or without notice,
     unless expressly provided in a written employment agreement. Nothing in
     this Plan shall be deemed to give a Participant the right to be retained in
     the service of any Employer or to interfere with the right of any Employer
     to discipline or discharge the Participant at any time.

16.6 FURNISHING INFORMATION. A Participant or his or her Beneficiary will
     cooperate with the Committee by furnishing any and all information
     requested by the Committee and take such other actions as may be requested
     in order to facilitate the administration of the Plan and the payments of
     benefits hereunder, including but not limited to taking such physical
     examinations as the Committee may deem necessary.

16.7 TERMS. Whenever any words are used herein in the masculine, they shall be
     construed as though they were in the feminine in all cases where they would
     so apply; and whenever any words are used herein in the singular or in the
     plural, they shall be construed as though they were used in the plural or
     the singular, as the case may be, in all cases where they would so apply.

16.8 CAPTIONS. The captions of the articles, sections and paragraphs of this
     Plan are for convenience only and shall not control or affect the meaning
     or construction of any of its provisions.

16.9 GOVERNING LAW. Subject to ERISA, the provisions of this Plan and any Plan
     Agreement shall be construed and interpreted according to the internal laws
     of the State of Nevada without regard to its conflicts of laws principles.


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16.10 NOTICE. Any notice or filing required or permitted to be given to the
      Committee under this Plan shall be sufficient if in writing and
      hand-delivered, or sent by registered or certified mail, to the address
      below:

                      Deferred Compensation Plan Committee
                             Ameristar Casinos, Inc.
                            37773 Howard Hughes Pkwy
                                 Suite 490 South
                               Las Vegas, NV 89109

      Such notice shall be deemed given as of the date of delivery or, if
      delivery is made by mail, as of the date shown on the postmark on the
      receipt for registration or certification.

      Any notice or filing required or permitted to be given to a Participant
      under this Plan shall be sufficient if in writing and hand-delivered, or
      sent by mail, to the last known address of the Participant.

16.11 SUCCESSORS. The provisions of this Plan shall bind and inure to the
      benefit of the Participant's Employer and its successors and assigns and
      the Participant and the Participant's designated Beneficiaries.

16.12 SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse of a
      Participant who has predeceased the Participant shall automatically pass
      to the Participant and shall not be transferable by such spouse in any
      manner, including but not limited to such spouse's will, nor shall such
      interest pass under the laws of intestate succession.

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

16.14 INCOMPETENT. If the Committee determines in its discretion that a benefit
      under this Plan is to be paid to a minor, a person declared incompetent or
      to a person incapable of handling the disposition of that person's
      property, the Committee may direct payment of such benefit to the
      guardian, legal representative or person having the care and custody of
      such minor, incompetent or incapable person. The Committee may require
      proof of minority, incompetence, incapacity or guardianship, as it may
      deem appropriate prior to distribution of the benefit. Any payment of a
      benefit shall be a payment for the account of the Participant and the
      Participant's Beneficiary, as the case may be, and shall be a complete
      discharge of any liability under the Plan for such payment amount.

16.15 COURT ORDER. The Committee is authorized to make any payments directed by
      court order in any action in which the Plan or the Committee has been
      named as a party. In



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      addition, if a court determines that a spouse or former spouse of a
      Participant has an interest in the Participant's benefits under the Plan
      in connection with a property settlement or otherwise, the Committee, in
      its sole discretion, shall have the right, notwithstanding any election
      made by a Participant, to immediately distribute the spouse's or former
      spouse's interest in the Participant's benefits under the Plan to that
      spouse or former spouse.

16.16 DISTRIBUTION IN THE EVENT OF TAXATION.

      (a)   IN GENERAL. If, for any reason, all or any portion of a
            Participant's benefits under this Plan becomes taxable to the
            Participant prior to receipt, a Participant may petition the
            Committee before a Change in Control, or the trustee of the Trust
            after a Change in Control, for a distribution of that portion of his
            or her benefit that has become taxable. Upon the grant of such a
            petition, which grant shall not be unreasonably withheld (and, after
            a Change in Control, shall be granted), a Participant's Employer
            shall distribute to the Participant immediately available funds in
            an amount equal to the taxable portion of his or her benefit (which
            amount shall not exceed a Participant's unpaid Account Balance under
            the Plan). If the petition is granted, the tax liability
            distribution shall be made within 90 days of the date when the
            Participant's petition is granted. Such a distribution shall affect
            and reduce the benefits to be paid under this Plan.

      (b)   TRUST. If the Trust terminates and benefits are distributed from the
            Trust to a Participant, the Participant's benefits under this Plan
            shall be reduced to the extent of such distributions.

16.17 INSURANCE. The Employers, on their own behalf or on behalf of the trustee
      of the Trust, and, in their sole discretion, may apply for and procure
      insurance on the life of the Participant, in such amounts and in such
      forms as the Trust may choose. The Employers or the trustee of the Trust,
      as the case may be, shall be the sole owner and beneficiary of any such
      insurance. The Participant shall have no interest whatsoever in any such
      policy or policies, and at the request of the Employers shall submit to
      medical examinations and supply such information and execute such
      documents as may be required by the insurance company or companies to whom
      the Employers have applied for insurance.

16.18 LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company and each
      Employer is aware that upon the occurrence of a Change in Control, the
      Board or the board of directors of a Participant's Employer(s) (which
      might then be composed of new members) or a shareholder of the Company or
      the Participant's Employers, or of any successor corporation might then
      cause or attempt to cause the Company, the Participant's Employer(s) or
      such successor to refuse to comply with its obligations under the Plan and
      might cause or attempt to cause the Company or the Participant's



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      Employer(s) to institute, or may institute, litigation seeking to deny
      Participants the benefits intended under the Plan. In these circumstances,
      the purpose of the Plan could be frustrated. Accordingly, if, following a
      Change in Control, it should appear to any Participant that the Company,
      the Participant's Employer(s) or any successor corporation has failed to
      comply with any of its obligations under the Plan or any agreement
      thereunder or, if the Company, such Employer(s) or any other person takes
      any action to declare the Plan void or unenforceable or institutes any
      litigation or other legal action designed to deny, diminish or to recover
      from any Participant the benefits intended to be provided, then the
      Company and the Participant's Employer(s) irrevocably authorize such
      Participant to retain counsel of his or her choice whose reasonable fees
      and charges shall be borne by the Company and the Participant's
      Employer(s) (who shall be jointly and severally liable for such amounts)
      to represent such Participant in connection with the initiation or defense
      of any litigation or other legal action, whether by or against the
      Company, the Participant's Employer(s) or any director, officer,
      shareholder or other person affiliated with the Company, the Participant's
      Employer or any successor thereto in any jurisdiction.

      IN WITNESS WHEREOF, the Company has signed this Plan document as of
April 1, 2001.


                                  Ameristar Casinos, Inc., a Nevada
                                       corporation

                                  By: /s/ Gordon R. Kanofsky
                                     ---------------------------------------
                                      Gordon R. Kanofsky
                                      Senior Vice President of Legal Affairs





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