THE MAJESTIC STAR CASINO, LLC 2009 EXECUTIVE INCENTIVE PLAN

In recognition of the current financial position of The Majestic Star Casino, LLC and its wholly-owned subsidiaries (collectively, “MSC” or the “Company”), and given the necessity to substantially improve financial and operating performance during the upcoming year, the Company has elected to adopt the Executive Incentive Plan (the “Incentive Plan”) set forth herein (and the exhibits attached hereto) for the 2009 calendar year and any subsequent period(s) as may be determined from time to time by the MSC board of directors.  Among other things, the Incentive Plan is designed to: i) incentivize each member of MSC’s executive management team to perform at his / her highest level; ii) reward members of the executive management team for increasing the value of the enterprise through improved financial performance; iii) encourage MSC executives to coordinate and collaborate as a team; and iv) compensate those members of the executive management team whose workloads have and/or will continue to increase substantially due to the Company’s financial restructuring and turnaround efforts.

After a comprehensive review of the MSC management team and the Company’s organizational structure, 11 executives have been selected to participate in the Incentive Plan (the “Eligible Executives”).  The Eligible Executives were selected using various criteria including, but not limited to, the following: i) the duties and responsibilities assigned to the executive and the degree to which such duties / responsibilities are critical to the future success of the organization; ii) the degree to which the executive is likely to have a meaningful positive impact on the future operating and financial performance of the Company; iii) that the executive does not hold an equity interest (either in the form of stock, options or warrants) in the Company that would otherwise serve to incentivize and reward the executive for achieving the desired financial and operating performance; and iv) the executive agrees to waive (in writing) any right he/she may have pursuant to an employment agreement (or otherwise) to any performance-based compensation other than the Incentive Compensation (as defined below) to which he/she would be entitled pursuant to the Incentive Plan for the period(s) during which the Incentive Plan is intended to apply.

As noted above, the universe of Eligible Executives consists of 11 members of the MSC management team.  The list of Eligible Executives may be expanded at the Company’s sole discretion. The Eligible Executives as of the date hereof are referenced at Exhibit 1 attached hereto. In connection with formulating the Incentive Plan, the Eligible Executives have been grouped into three (3) subsets based on the level of duties and

responsibilities assigned to each and their potential impact on the future operating and financial performance of the Company.  The three (3) subsets of Eligible Executives are as follows:

Group 1 consists of Eligible Executives who have the most significant corporate / Company-wide responsibilities and have a direct reporting relationship to either the Company’s Chief Executive Officer or Chief Operating Officer (hereinafter, the “Group 1 Executives”). There are five (5) Group 1 Executives, each of whom is specifically identified at Exhibit 1.

Group 2 consists solely of the General Managers of MSC gaming properties (hereinafter, the “Group 2 Executives”).  There are three (3) Group 2 Executives, each of whom is specifically identified at Exhibit 1.

Group 3 consists of executives at the corporate level who are responsible for critical corporate / Company-wide functions but whose scope of duties and level of responsibilities are less than that of the Group 1 Executives (hereinafter, the “Group 3 Executives”).  There are three (3) Group 3 Executives, each of whom is specifically identified at Exhibit 1.

Based on the group to which each Eligible Executive is assigned, he or she shall be eligible to earn incremental compensation over and above his or her base salary (“Incentive Compensation”) based on performance and the results achieved during the period(s) covered by the Incentive Plan.  The Incentive Compensation that can be earned under the Incentive Plan ranges from 40% to 80% ¹ (as a percentage of the annual base salary then in effect) depending on the individual Eligible Executive and the group to which he or she is assigned.  To the extent an Eligible Executive and the Company have previously entered into an employment agreement with respect to the executive’s services, and such employment agreement provides for the executive to receive a performance bonus (or other similar form of incentive compensation), such performance bonus (or other similar form of incentive compensation) for any period during which the Incentive Plan is in effect will be determined (and paid) in accordance with the Incentive Plan in lieu of any other performance-based bonus (or other similar form of incentive compensation) to which the Eligible Executive may have otherwise been entitled during such period(s) pursuant to his/her respective employment agreement; provided , however , the Eligible Executive must execute the Acknowledgment presented herewith prior to being paid any Incentive Compensation to which he/she may otherwise be entitled under the Incentive Plan and shall not be entitled to participate in the Incentive Plan unless such Acknowledgment is executed by the Eligible Executive and returned to the Company’s General Counsel on or before April 30, 2009, or as of such later date as the Company may determine in its sole discretion.   The Incentive Plan is intended to be in effect for calendar year 2009 unless otherwise indicated herein or in the exhibits hereto.

¹ Represents the “target” Incentive Compensation range for Eligible Executives assuming such executives meet, but do not exceed, the annual EBITDAR targets (at the 100% level) for the Company and each of the individual gaming properties.  Actual Incentive Compensation earned may vary materially above or below this range depending on performance.

Extension of the Incentive Plan (or some modified version thereof) to any period(s) beyond 2009 is subject to the discretion of the MSC board of directors.    In the event the Company materially modifies the operating strategy for one or more of its properties, the 2009 operating budget(s) for such property(ies) (and MSC on a consolidated basis) are subject to adjustment. Accordingly, any financial targets referenced in this Incentive Plan and/or the exhibits hereto are subject to corresponding adjustments.

Group 1 Executives shall be eligible to earn Incentive Compensation of up to a range of 70% to 80% ² of their respective base salaries as in effect for 2009.  The Incentive Compensation for Group 1 Executives shall be divided into four (4) performance-based components which are to be weighted as set forth at Exhibit 1.  The four (4) performance-based components are as follows:

Workload Component – Because a substantial portion of the workload associated with MSC’s financial restructuring and turnaround efforts falls on the shoulders of certain of the Group 1 Executives and is incremental to such executives’ “regular” duties, these individuals have worked exceptionally long hours during the past several months and are expected to continue to work exceptionally long hours until such time as the Company’s operations are stabilized and its financial position has substantially improved.  In respect of their significantly increased workloads, certain of the Group 1 Executives will receive a portion of their Incentive Compensation in the form of a temporary incremental upward adjustment equal to specified percentages (as set forth at Exhibit 1) of their respective base salaries as in effect during such period(s) (the “Workload Component”).  The Workload Component shall be paid to Group 1 Executives in conjunction with each regular payroll cycle throughout calendar year 2009.

Milestones Component -   Because each Group 1 Executive performs mission-critical corporate / Company-wide functions, a portion (as set forth at Exhibit 1) of the Incentive Compensation that each Group 1 Executive will be eligible to earn shall be conditioned upon the Eligible Executive achieving the significant objective(s) as established for him/her by the Company (the “Significant Milestones”), on or before the target completion date(s).  The Significant Milestone(s) and target completion date(s) established with respect to each Group 1 Executive’s Milestones Component (as defined below) are set forth at Exhibit 2(A). ³   By achieving the Significant Milestones by the target completion dates, Group 1 Executives will significantly contribute to the success of the Company’s overall plan for improving its financial condition and operating performance.

² Represents the “target” Incentive Compensation level assuming that actual EBITDAR meets, but does not exceed, the annual EBITDAR target (at the 100% level) for the Company.  Actual Incentive Compensation earned may vary materially above or below this range depending on performance.

³ With respect to Group 1 Executives, the Significant Milestones have been reviewed and expressly approved by the MSC board of directors.

Accordingly, a significant component of the Incentive Compensation that Group 1 Executives will be eligible to earn shall be tied to the achievement of the Significant Milestones by the target completion date(s). The component of the Incentive Plan that is conditioned upon an Eligible Executi