BOYD GAMING CORPORATION DEFERRED COMPENSATION PLAN FOR THE

EXHIBIT 10.39

BOYD GAMING CORPORATION

DEFERRED COMPENSATION PLAN

FOR THE

BOARD OF DIRECTORS AND KEY EMPLOYEES

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TABLE OF CONTENTS

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ARTICLE 1. - INTRODUCTION

Whereas, the Employer established a supplementary employee retirement plan to provide deferred compensation for a select group of management or highly compensated employees as chosen by the Employer effective June 1, 1998, and

Whereas, the Employer, who has determined pursuant to the laws of the Employer’s state, may establish such a Plan;

Whereas, the Plan, as heretofore adopted, provides, among other things, that the Employer may amend or terminate the Plan at any time;

Whereas, the Employer wishes to amend the Plan into the to form set forth in this Agreement;

Whereas, the Employer intends to maintain two nonqualified plans of deferred compensation, one of which is for a select group of management and highly compensated employees, and the other for non-employee Directors, both of which are described in this document, and which shall together be called the Boyd Gaming Corporation Deferred Compensation Plan for the Board of Directors and Key Employees and

Whereas, the Employer wishes to provide under the Plan for the payment of vested accrued benefits to the Participants and their beneficiary or beneficiaries, and

Whereas, the Employer wishes to provide under the Plan that the Employer shall pay the entire cost of vested accrued benefits from its general assets and set aside contributions by the Employer to meet its obligations under the Plan, and

Whereas, the Employer intends that the assets of the Plan and Trust shall at all times be subject to the claims of the general creditors of the Employer,

Now therefore, the Employer does amend and restate the existing Plan to provide as follows, and does also hereby agree that the Plan shall be structured, held and disposed of as follows:

ARTICLE 2. - DEFINITIONS

“Age” means age at nearest birthday.

“Beneficiary” means the beneficiary or beneficiaries designated by the Participant in the Enrollment Agreement who are to receive any distributions payable upon the death of the Participant.

“Board” means the Employer’s Board of Directors of Boyd Gaming Corporation.

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“Change of Control” means the occurrence of any of the following:

“Compensation” means the amount payable to an Eligible Employee or director, for services rendered to the Employer, such as Board fees, base salary or annual incentive compensation that is reportable to the Federal Government for the purpose of withholding Federal income taxes, or which would be reportable if it were not deferred by the Eligible Employee under this Plan.

“Deferred Compensation” means the amount of Compensation that the Participant elects to defer under the Enrollment Agreement and that the Participant and the Employer mutually agree shall be deferred in accordance with the Plan and/or the amount of any contributions made by the Employer on behalf of the Participant.

“Disability” means a Participant’s total and permanent disability as a result of disease or bodily injury so as to render the Participant incapable of engaging in any substantial gainful activity by reason of any medically determinable physical or mental impairment or impairments that can be expected to result in death or that have lasted or can be expected to last for a continuous period of not less than twelve (12) months, provided that the Participant is eligible for and receives disability benefits under the Social Security Act. The Plan Administrator shall have the exclusive right of determining, with the assistance of a competent physician whether a Participant has suffered a Disability. A certificate to that effect, executed by the Plan Administrator and supported by the affidavit of an examining physician, shall be sufficient evidence of such fact and may be so accepted by the Plan Administrator without further inquiry, provided that all Participants under similar circumstances shall be treated alike.

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“Effective Date” means, as to the Plan, June 1, 1998, and as to this amendment and restatement, January 1, 2002.

“Eligible Employee” means, in the case of the Directors Plan, a member of the Employer’s board of directors who is not also an employee of the Employer, and in the case of the Key Employee Plan, part of a select group of management or highly compensated individuals in grade 22 or its equivalent and higher who performs services for the Employer as an employee and who has been chosen by the Employer each year, in its sole discretion, to be eligible to participate in the Plan. Eligible Employee also includes those employees of Employer’s subsidiaries and affiliates who satisfy the foregoing criteria.

“Employer” means Boyd Gaming Corporation, its subsidiaries and affiliates, and any succeeding or continuing corporation.

“Employment or Re-employment Commencement Date” means the date on which the Eligible Employee first performs an Hour of Service for the Employer.

“Enrollment Agreement” means the agreement entered into by a Participant which specifies the amount of Deferred Compensation, the Participant’s Beneficiary and the Participant’ election of form of payment on Termination of Service.

“401(k) Plan” shall mean the Boyd Gaming Corporation 401(k) plan and the Marina District Development Company 401(k) plan.

“Hardship Withdrawal” A withdrawal is on account of hardship if it is due to an unforeseen emergency which creates a hardship and which occurs during employment and prior to the Participant’s retirement and commencement of benefits. An unforeseen emergency is defined as (1) payment of uninsured medical care expenses previously incurred by the Participant or the Participant’s spouse or dependents, or (2) uninsured loss of the Participant’s or Beneficiary’s property due to casualty, or (3) payment of tuition, related educational fees from an accredited university including room and board expenses for the next 12 month of post-secondary education for the Participant or the Participant’s spouse, children or dependents, or (4) payments necessary to prevent eviction from or foreclosure on a mortgage on the participant’s principal resident, or (5) costs related to the purchase of a Participant’s principal residence (not including mortgage payments).

Payment may not be made to the extent that such hardship is or may be relieved (1) through reimbursement or compensation by insurance or otherwise, (2) by liquidation of the Participant’s assets to the extent the liquidation of these assets would not itself cause severe financial hardship or (3) cessation of deferrals under the Plan.

“Normal Retirement Age” means Age 59 ¹/2 years.

“Participant” shall mean any Eligible Employee selected by the Employer who has elected to participate in the Plan by entering into an Enrollment Agreement.

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“Participant’s Account” means an account established and maintained by the Employer for a Participant that is used to measure the benefits to be paid under the Plan.

“Plan” means the Boyd Gaming Corporation Deferred Compensation Plan for the Board of Directors (the “Directors Plan”), or the Boyd Gaming Corporation Deferred Compensation Plan for Key Employees (the “Key Employees Plan”), as amended and restated as of January 1, 2002 in this document. Each of such plans is a separate plan, and both together are included in this document and are referred to by the singular term “Plan.”

“Plan Administrator” means Boyd Gaming Corporation, acting through the Plan Administrative Committee appointed from time to time by its Board of Directors; provided, that if at any time no such committee has been appointed and is serving, then the entire Board of Directors shall be deemed to be serving as the Plan Administrative Committee.

“Plan Year” means the 12 consecutive month period beginning on each January 1^st and ending on the next following December 31st.

“Service” means employment with the Employer including leaves of absence authorized by the Employer (such as a temporary absence authorized by the Employer because of vacation, sickness, injury, disability, layoff, or jury duty) and service in the armed forces of the United States, commencing while he is an employee, provided that he returns to the employment of the Employer as an employee at the end of such authorized absence, or within the applicable period specified in the Military Selective Service Act of 1967, and amendments thereto, after release from such service with the armed forces. Moreover, in calculating the number of a Participant’s Years of Credited Service and length of participation in this Plan for all purposes hereunder, such period of absence or service with the armed forces subsequent to becoming a Participant hereunder, will be counted. However, no Contributions will be made to the Plan during such periods of absence or service with the armed forces.

“Termination of Service” shall mean severance of the Participant’s services for the Employer for any reason, including retirement.

“Top Hat Plan” means a non-qualified deferred compensation plan for a select group of management or highly compensated employees, within the meaning of Section 201(2) of the Employee Retirement Income Security Act of 1974.

“Trust” shall mean the Trust Agreement between the Employer. and the Trustee.

“Trustee” means the Trustee named in the Trust and their duly appointed and acting successor Trustee which shall be appointed by the corporation, and may consist of one or more persons.

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IN WITNESS WHEREOF, Boyd Gaming Corporation has caused this Plan to be executed by its duly authorized officers this 6^th Day of December, 2001

IN PRESENCE OF:

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