EXHIBIT 10.31 DEFERRED COMPENSATION PLAN

Isle of Capri Casinos, Inc., a corporation organized and existing under the laws of the State of Delaware (the “ Company ”), hereby amends and restates, in its entirety, the plan of deferred compensation adopted by Casino America, Inc., its predecessor, which plan was first effective as of June 1, 1995 (the “ Predecessor Plan ”), such amendment and restatement to be effective with respect to deferrals made on or after January 1, 2005 (the “ Effective Date ”).

The Plan is intended to be an unfunded deferred compensation arrangement for the benefit of key management officers and employees of the Company and its Affiliates (as defined below), within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”). As such, this Plan is not intended to constitute an employee benefit plan under ERISA, which is subject to the provisions of Parts 2, 3 and 4 of Title I of ERISA. In accordance with such intent, any obligation of the Company or its Affiliates to pay benefits hereunder shall be deemed to be an unsecured promise, and any right of a Member (as defined below) or Beneficiary (as defined below) to enforce such obligation shall be solely as a general creditor of the Company. The Plan is not intended to constitute a qualified employee benefit plan within the meaning of Section 401(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”).

2.1   Affiliate means any corporation or other form of entity of which the Company owns, directly or indirectly, 80% or more of the total combined voting power of all classes of stock or other equity interests, provided that such entity is designated by the Committee as a participating entity hereunder. The initial Affiliates designated as participating entities hereunder are set forth on Exhibit A hereto.

2.2   Base Compensation means the base salary paid by the Company or an Affiliate to a Member for services rendered during a calendar year, but determined before reduction for compensation deferred pursuant to this Plan or any other plan of deferred compensation maintained by the Company or an Affiliate, including any such plan maintained in accordance with Code Section 401(k) or 125. For this purpose, Base Compensation shall not include the amount of any long-term disability benefit or any form of retirement or deferred compensation payment distributed from a plan or arrangement sponsored by the Company or an Affiliate or any form of severance benefit paid by the Company or an Affiliate.

2.3   Beneficiary means the person, persons, entity or entities designated by a Member in accordance with Section 8.1 hereof to receive death benefits hereunder.

2.4   Benefit Commencement Date means the date on which the payment of a Member’s Retirement Benefit is paid or first commences. Initial Benefit Commencement Date shall mean be the first business day of the calendar month that coincides with or immediately follows the sixth month after a Member’s employment with the Company and its Affiliates ceases, for any reason. Such date may be modified by a Member on Schedule A hereto in accordance with the provisions of Section 7.5 hereof.

2.6   Bonus means an amount payable to a Member as an annual cash bonus under a separate plan, policy or program maintained by the Company or an Affiliate, provided such plan, policy or program is designated by the Committee as a source for deferrals hereunder. Incentive Bonus means a Bonus that (a) is designated as such by the Committee, and (b) is properly characterized as performance based compensation payable with respect to services rendered over a performance period of not less than 12 months within the meaning of Code Section 409A.

2.7   Committee means the Compensation Committee of the Board, which shall act as the administrator of this Plan.

2.8   Company Contributions means the amount credited to a Member’s Deferred Benefit Account, if any, in accordance with Section 5.1 hereof.

2.9   Company Stock means the Company’s $0.01 par value common stock. Company Stock Units means bookkeeping units, each representing a share of Company Stock.

2.10   Deferred Benefit Account or Account means one or more accounts maintained on the books of the Company with respect to each Member hereunder, which is credited with amounts deferred on or after the Effective Date within the meaning of Code Section 409A.

2.11   Determination Date means the Annual Determination Date and such other dates as may be designated, from time to time, by the Committee. Annual Determination Date means the last day of the Plan Year. The designation of such Determination Dates need not be uniform as to all Deferred Benefit Accounts maintained hereunder.

2.12   Disabled or Disability means that a Member by reason of a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than 12 months (a) has been receiving income replacement benefits for a period of not less than three months under a separate long-term disability plan or policy maintained by the Company or an Affiliate, or (b) is unable to engage in any substantial gainful employment.

2.13   Financial Hardship means the occurrence of a severe financial hardship; such hardship shall be attributable to a sudden and unexpected illness or accident of the Member or his or her spouse or dependents, the loss of property due to casualty or similar extraordinary and unforeseeable circumstances beyond the control of a Member.

2.14   Fiscal Year means the fiscal year of the Company.

2.15   Member means an executive officer, manager or other key employee of the Company or an Affiliate, each of whom is designated in accordance with Article III hereof.

2.16   Plan means this Deferred Compensation Plan, as may be amended, restated or replaced from time to time.

2.17   Plan Year means the 12-month period beginning each January 1st and ending each December 31st.

2.18   Predecessor Account means the Deferred Benefit Account that is funded by a Member’s interest determined under the Predecessor Plan in accordance with the provisions of Section 6.4 hereof.

2.19   Retirement Benefit means a benefit payable as of a Member’s Benefit Commencement Date in accordance with Article VII hereof, which shall not include any amount credited to his or her Predecessor Account or the amount of any Short Term Deferral.

2.20   Schedule A means one or more written schedules which provide for (a) the deferral of a Member’s Base Compensation or Bonus, (b) the designation of a Benefit Commencement Date, and/or (c) an election as to a form of benefit payment. The terms of any such Schedule A are incorporated in this Plan by this reference.

2.21   Short Term Deferral means the deferral of a Member’s Base Compensation or Bonus for a designated period of not less than 36 months, measured from the last day of the Plan Year with respect to which such Base Compensation or Bonus is payable.

2.22   Other Definitions. The following terms shall have the meanings ascribed below: “Savings Plan” is defined in Section 4.4, hereof; “ Fair Market Value ” is defined in Section 6.5 hereof; and “ Cause ” is defined in Section 9.3 hereof.

Members hereunder shall be executive officers, managers and other key employees of the Company or an Affiliate, who may be designated individually or by groups or categories, in the discretion of the Committee. The Committee shall notify each executive officer, manager or other key employee of his or her eligibility to participate in this Plan. Participation shall commence upon the execution of a Schedule A or similar agreement as provided herein.

4.1   Deferral of Base Compensation. A Member shall elect to defer his or her Base Compensation in accordance with the following:

4.2   Deferral of Bonus.   As to any Bonus payable with respect to services rendered during a Fiscal Year, a Member shall be entitled to elect to defer such Bonus pursuant to a separate election:

As to a Bonus payable with respect to services rendered during a Plan Year, such Bonus shall be deferred pursuant to a separate election made at the time or times prescribed under Section 4.1 hereof. As to an Incentive Bonus, such Incentive Bonus shall be deferred pursuant to a separate election made not later than six months prior to the expiration of the performance period with respect to which such Bonus is calculated.

4.3   Short Term Deferrals. If permitted by the Committee, a Member may designate all or a portion of any Base Compensation or Bonus deferred hereunder as a Short Term Deferral at the time or times prescribed under Section 4.1 or 4.2 hereof, as the case may be, and subject to the following additional rules:

4.4   Excess Deferrals. If permitted by the Committee and subject to any limitations imposed under applicable law, a Member may elect to defer to this Plan any voluntary deferral to the Company’s Retirement Trust and Savings Plan (the “ Savings Plan ”) in excess of the amount permitted under Code Section 401(k), including earnings thereon, which amount would

4.5   Form of Deferral Election; Effectiveness. An election to defer Base Compensation or Bonus hereunder or an election made in accordance with Section 4.4 hereof shall be made, in writing on forms provided by the Committee and shall be effective upon its receipt and acceptance by the Committee. An election hereunder shall be irrevocable during the Plan Year, Fiscal Year or other period with respect to which the election relates. An election to defer Base Compensation hereunder shall remain in effect until it is revoked or modified in accordance with the provisions of Section 4.1 hereof; an election to defer a Bonus shall be made annually in accordance with the provisions of Section 4.2 hereof.

4.6   Authority of the Committee. The Committee, in its discretion, may limit the amount of Base Compensation or Bonus subject to deferral hereunder, may prescribe a minimum deferral amount, may designate additional forms of remuneration for deferral under the Plan or adopt such additional procedures as the Committee deems necessary or appropriate. The Committee shall notify all affected Members, in writing, of any such limitations or additional forms of Base Compensation eligible for deferral. Any such procedures, conditions, limitations or designations shall be effective as of the January 1st or the first day of the Fiscal Year, as the case may be, which coincides with or immediately follows the date on which notice is provided to each Member hereunder or at such other time as the Committee may designate.

5.1   Company Contributions. The Committee, in its sole discretion, may credit an additional amount to the Deferred Benefit Account of any Member hereunder. Any such contribution need not be uniform with respect to all Members, but may be made with respect to any Member or group of Members in such amounts and at such times as may be designated by the Committee.

5.2   Vesting. The Committee, in its discretion, may establish a vesting schedule with respect to any Company Contribution hereunder (including earnings, gains or losses allocable to such amount). The Committee shall provide written notice of any such schedule to each affected Member; any such schedule need not be uniform with respect to all affected Members or each Company Contribution hereunder.

6.1   Establishment of Accounts. The Company shall establish and maintain one or more Deferred Benefit Accounts, which shall be credited with a Member’s Base Compensation or Bonus deferred and Company Contributions made hereunder. A Deferred Benefit Account may be administered as one or more subaccounts to facilitate (a) the maintenance of any vesting schedule imposed hereunder, (b) the administration of Short Term Deferrals or a Predecessor

6.2   Status of Accounts. An Account established hereunder shall be a bookkeeping entry only. The establishment and maintenance of any such account shall not be deemed to create a trust or other form of fiduciary relationship between the Company (or an Affiliate) and any Member or Beneficiary or otherwise create, for the benefit of any Member or Beneficiary, an ownership interest in or expectation of any specific asset of the Company (or of any Affiliate).

6.3   Investment Policy. The Committee shall establish an investment policy with respect to amounts credited to Accounts maintained hereunder. Such policy may provide for the aggregation and investment of all Accounts, for the investment of such accounts in accordance with the specifications of each Member or for a combination thereof. Such determination shall be made in the sole discretion of the Committee and need not be uniform as to all Accounts maintained hereunder.

If the Committee determines that the Accounts shall be aggregated for investment purposes, the Committee, in its discretion, shall direct the manner in which gain or loss is determined hereunder. The exercise of such discretion may include, but shall not be limited to, the appointment of an investment advisor or trustee to direct the investment and reinvestment of amounts credited to the Accounts.

If the Committee permits Members to provide investment specifications with respect to Accounts maintained hereunder, such specifications shall be deemed to be advisory only and shall not bind the Company, an Affiliate or the Committee to acquire any specific property or to invest the assets of any trust established in connection with this Plan in accordance therewith. Such specifications shall relate to investment in the types of property, including open or closed end mutual funds, common or collective funds or other pooled or collective accounts, as may be designated, from time to time, by the Committee. The Committee shall adopt rules governing investment specifications hereunder, including, without limitation (a) the increments in which such specifications shall be expressed, (b) the time or times at which changes can be made, (c) distinctions between the investment of prospective contributions and existing balances, and (d) such other procedures as the Committee may determine are necessary or appropriate. Such rules need not be uniform as to all Members and may be expressed in the form of written procedures or informally, as administrative practices.

If a Member ceases to be an employee of the Company or an Affiliate for any reason, the Committee, in its sole discretion, may direct that gain or loss credited to such Member’s Accounts be determined with respect to one or more investments designated by the Committee or may permit such Member or Beneficiary to continue to specify the investments in which his or her Accounts are deemed to be invested. Such determination shall be made in the sole discretion of the Committee and need not be uniform as to all Members.

6.4   Predecessor Account. As of the Effective Date, a Deferred Benefit Account shall be established hereunder for each Predecessor Member. The initial balance of such

Account shall be the balance credited to such Member under the Predecessor Plan as of the Effective Date. No additional deferral of Base Compensation or Bonus or of an amount described in Section 4.4 hereof shall be credited to such account with respect to