BOYD GAMING CORPORATION DEFERRED COMPENSATION PLAN Amendment Number 2 to Amended and Restated Plan

EXHIBIT 10.41

BOYD GAMING CORPORATION

DEFERRED COMPENSATION PLAN

Amendment Number 2 to Amended and Restated Plan

WHEREAS, Boyd Gaming Corporation (“Employer”) maintains the Boyd Gaming Corporation Deferred Compensation Plan for the Board of Directors and Key Employees (“Plan”); and

WHEREAS, the Employer has reserved to itself the right to amend the Plan at any time it deems necessary or desirable; and

WHEREAS, the Employer desires to amend the Plan to liberalize certain of the requirements relating to deferral elections made by newly-hired employees who desire to become Plan participants.

NOW, THEREFORE, the Plan is hereby amended, effective as of January 1, 2003, as follows:

“3.2 An Eligible Employee may enroll and become a Participant by executing an Enrollment Agreement in each calendar year preceding the calendar year in which deferral of compensation is to commence. Notwithstanding the foregoing, a newly-hired Eligible Employee who is otherwise eligible to participate in the Plan shall be permitted to complete an initial Enrollment Agreement within thirty (30) days after his date of hire; provided, however, that any such initial Enrollment Agreement shall only be effective with respect to Compensation earned after the thirtieth (30^th) day following his date of hire.”

Except as otherwise provided in this Amendment Number 2 to the Amended and Restated Plan, the Plan is hereby ratified and confirmed in all respects.

EXECUTED this 20th day of November, 2003.