Supplemental Executive Retirement Plan (2002)Full Document 

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                                  SILVER LEGACY
                         Effective as of January 1, 2001

         CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership (the
"Company") composed of Eldorado Limited Liability Company, a Nevada limited
liability company ("ELLC"), which is owned and controlled by Eldorado Resorts,
LLC, a Nevada limited liability company ("ERL"), and Galleon, Inc., a Nevada
corporation ("Galleon"), which is owned and controlled by Mandalay Resort Group,
a Nevada corporation ("MRG"), hereby adopts the Silver Legacy Supplemental
Executive Retirement Plan (the "Plan") for specified employees of the Company
upon the terms and conditions set forth below. The Plan is effective on January
1, 2001.

This Plan is adopted and is to be administered in connection with a related
Trust to which amounts may be contributed hereunder. The funds of the Trust are
and at all times will be subject to the claims of the general creditors of the
Company in the event of the insolvency or bankruptcy of the Company, as provided
in the Trust Agreement. It is intended that the Plan and Trust shall constitute
an unfunded deferred compensation supplemental retirement arrangement for a
select group of management or highly compensated employees for purposes of the
Federal income tax laws and the Employee Retirement Income Security Act of 1974
("ERISA"), and all documents, agreements or instruments made or given pursuant
to the Plan shall be interpreted so as to effect such intent.

       The purpose of this Plan is to attract and motivate key employees who
       render valuable services to the Company by:

       (i)    improving the Company's overall compensation program and making it
              more competitive in the market;
       (ii)   rewarding the loyalty of the most productive key employees of the
       (iii)  encouraging key employees by providing an attractive retirement
              benefit as a reward for continued service;
       (iv)   providing an incentive for key employees to seek promotion within
              the Company;
       (v)    offering a favorable recruiting tool for the hiring of key
              employees in mid-career; and
       (vi)   providing a retirement incentive for key employees.

       The capitalized terms defined in this Section 2 shall have the meanings
       set forth below:

       2.1 Administrative Committee. The Administrative Committee of the Plan,
       as appointed from time to time by the Company. Initially, the
       Administrative Committee for the Tier II and Tier III participants in the
       Plan shall consist of a member of the Executive Committee of the Company
       elected by the Executive Committee, a person designated by the managing
       Partner of the company, and the General Manager. The Administrative
       Committee for Tier I participants shall consist of the Executive
       Committee of the Company. The Administrative Committee shall report to
       the Executive Committee each quarter.

       2.2 Affiliate. Affiliate means with respect to any Person: (i) any Person
       directly or indirectly controlling, controlled by or under common control
       with such Person; or (ii) any other Person that owns beneficially,
       directly or indirectly, fifty percent (50%) or more of the outstanding
       capital stock, shares or equity interests of such Person; or (iii) any
       officer, director, general partner (or in the case of a limited liability
       company, manager) of such Person or any Person controlling or controlled
       by such Person. For purposes of this definition, the term "controls," "is
       controlled by," or "is under common control with" shall mean the
       possession, directly or indirectly, of the power to direct or cause the
       direction of the management and policies of a Person, whether through the
       ownership of voting securities, by contract or otherwise. For the
       purposes of this Agreement, ELLC, ERL, Galleon and MRG are deemed

       2.3 Beneficiary. The Beneficiary designated by the Participant to receive
       any Benefits due under the Plan after the Participants death. If no
       Beneficiary is designated, the Beneficiary shall be the Participant's

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