STATION CASINOS INC
EXHIBIT 10.2
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<P ALIGN="RIGHT"><FONT SIZE=2><A
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<BR></FONT><FONT SIZE=2><B>EXHIBIT 10.2    <BR>  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ne2444_station_casinos,_inc._deferred__sta02472"> </A>
<A NAME="toc_ne2444_2"> </A>
<BR></FONT><FONT SIZE=2><B>STATION CASINOS,&nbsp;INC.<BR>  <BR>    DEFERRED COMPENSATION PLAN FOR EXECUTIVES    <BR>  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>(As
Amended and Restated)<BR>
Effective as of September&nbsp;12, 2001<BR>
* * * * * </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1. </B></FONT><FONT SIZE=2><B><I>Purpose.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;The purpose of the Plan is for the Company to provide certain select
executives of the Company with an opportunity to defer receipt of compensation for services rendered to the Company. It is intended that the Plan shall aid the Company in retaining and attracting
employees whose abilities, experience and judgment can contribute to the continued progress of the Company. The Plan is a continuation of the Company's Deferred Compensation Plan for Executives
originally effective November&nbsp;30, 1994, as amended as of September&nbsp;30, 1999 and further amended as of September&nbsp;12, 2001. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. </B></FONT><FONT SIZE=2><B><I>Definitions.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(a)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;"Account(s)" means the Deferred Compensation Account, the Supplemental Contributions Account and/or the Matching
Contributions Account, as the context requires. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(b)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;"Bonus" means any special and/or discretionary compensation amounts in excess of Salary, determined by the Company
to be payable to a Participant with respect to services rendered. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(c)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;"Cause" means, for each Participant, the same as the definition of "cause" contained in each Participant's
employment agreement with the Company, as in effect from time to time </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(d)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;"Change of Control" means, for each participant, the same as the definition of change of control contained in such
participant's employment agreement with the Company, as in effect from time to time. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(e)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;"Committee" means the Human Resources Committee of the Company's Board of Directors. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(f)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;"Company" means Station Casinos,&nbsp;Inc. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(g)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;"Continuous Service" means a Participant's uninterrupted service with the Company or any affiliate whether before
or after the effective date of original effectiveness of the Plan. Service shall not be deemed interrupted by a leave of absence authorized by the Committee, an absence due to mandatory military
service or an absence due to disability while the Participant is receiving benefits under any short-term or long-term disability plan or arrangement maintained or sponsored by
the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(h)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;"Deferred Compensation" means the sum of Salary and Bonus that are the subject of an elective deferral under
Section&nbsp;5. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(i)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;"Deferred Compensation Account" means the bookkeeping account established for a Participant under the Plan and to
which Deferred Compensation amounts with respect to such Participant are credited from time to time, as adjusted from time to time as provided in the Plan. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(j)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;"Deferred Compensation Election Form" means the form pursuant to which Eligible Executives elect to become
Participants in the Plan and defer compensation thereunder, in such form as the Committee determines from time to time in its sole discretion. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(k)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;"Disability" means mental or physical disability as determined by the Committee in accordance with standards and
procedures similar to those under the Company's broad-based regular long-term disability plan, if any. At any time that the Company does not maintain such a long-term
disability plan, Disability shall mean the inability of a Participant, as determined by the </FONT></P>

</UL>
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<P><FONT SIZE=2>
Committee, substantially to perform such Participant's regular duties and responsibilities due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to
last) for a period of six (6)&nbsp;consecutive months. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(l)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;"Eligible Executive" means any employee of the Company being paid Salary at a rate in excess of the amount
specified in Section&nbsp;401(a)(17) of the Internal Revenue Code of 1986, as amended, and who is selected for participation by the Committee. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(m)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;"Matching Contributions Account" means the bookkeeping account established for a Participant under the Plan and to
which the Company's matching contributions under Section&nbsp;5(b) of the Plan are credited from time to time, as adjusted from time to time under the Plan; </FONT> <FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that a Participant's Matching
Contributions Account shall be divided into two portions: (a)&nbsp;the vested portion and (b)&nbsp;the
unvested portion, each as indicated in a schedule approved by the Committee and maintained by the Chief Financial Officer of the Company with the Company's books and records (the "Schedule"). </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(n)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;"Participant" means an Eligible Executive who has elected to defer Salary and/or Bonus amounts pursuant to the Plan
or on whose behalf the Company has made a supplemental contribution under Section&nbsp;5(c). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(o)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;"Plan" means The Station Casinos,&nbsp;Inc. Deferred Compensation Plan for Executives, as set forth herein and as
amended from time to time. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(p)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;"Plan Year" means the calendar year. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(q)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;"Salary" means the regular base compensation paid by the Company to an employee (without regard to any reduction
thereof pursuant to the Plan or any thrift or savings plan maintained by the Company), exclusive of Bonus payments and any other incentive payments made by the Company to such employee. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(r)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;"Supplemental Contributions Account" means the bookkeeping account established for the Participant under the Plan
and to which the Company's supplemental contributions under Section&nbsp;5(c) of the Plan are credited from time to time, as adjusted from time to time under the Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(s)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;"Unforeseeable Emergency" means a severe financial hardship to the Participant resulting from a sudden and
unexpected illness or accident of the Participant or a dependent of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary unforeseeable circumstances
arising as a result of events beyond the control of the Participant. </FONT></P>

</UL>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3. </B></FONT><FONT SIZE=2><B><I>Eligibility.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;Individuals eligible to participate in the Plan shall consist of
the Eligible Executives of the Company. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4. </B></FONT><FONT SIZE=2><B><I>Administration.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(a)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;The Plan shall be administered by the Committee. The Committee is authorized to construe and interpret the Plan and
promulgate, amend and rescind rules and regulations relating to the implementation, administration and maintenance of the Plan. Subject to the terms and conditions of the Plan, the Committee shall
make all determinations necessary or advisable for the implementation, administration and maintenance of the Plan including, without limitation, determining the Eligible Employees and correcting any
technical defect(s) or technical omission(s), or reconciling any technical inconsistency(ies), in the Plan. The Committee may designate persons other than members of the Committee to carry out the
day-to day ministerial administration of the Plan under such conditions and limitations as it may prescribe; provided, however, that the Committee shall not delegate its authority with
regard to the determination of Eligible Employees. The Committee's determinations under the Plan need not be uniform and may be made selectively among Participants, whether or not such Participants
are similarly situated. Any determination, decision or action of the Committee in connection with the construction, interpretation, administration, implementation or maintenance of the Plan shall be
final, conclusive and binding upon all Participants and any person(s) claiming under or through any Participants. </FONT></P>

</UL>
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<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT SIZE=2><B>(b)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;The Company will indemnify and hold harmless the Committee and each member thereof against any cost or expense
(including without limitation attorney's fees) or liability (including without limitation any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to
act, except in the case of willful gross misconduct or gross negligence. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>Section&nbsp;5. </B></FONT><FONT SIZE=2><B><I>Participation; Elective Deferrals; Matching Contributions; Supplemental Contributions.</I></B></FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(a)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;To elect to participate in the Plan for a particular Plan Year, an Eligible Executive must execute a Deferred
Compensation Election Form and file such form with the Committee (or its designee) before the commencement of such Plan Year; provided that the amount of Bonus deferred by the Executive may be
determined by amendment to the Deferred Compensation Election Form made during the Plan Year but prior to the determination of the of the amount of such Bonus. To participate in the Plan during the
first year in which an individual becomes eligible to participate in the Plan, the new Eligible Executive must make an election to defer Salary compensation for services to be performed subsequent to
the election and/or to defer Bonus compensation, in each case, within 30&nbsp;days after the date the new Eligible Executive becomes eligible. Such election shall: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(i)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;contain a statement that the Eligible Executive elects to defer a portion of the Eligible Executive's Salary (up to
50% thereof, in increments of 1%) and/or Bonus (up to 100% thereof, in increments of 1%) for a specified Plan Year that becomes payable to the Eligible Executive after the filing of such; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(ii)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;apply only to the Salary otherwise payable to the Eligible Executive during the Plan Year for which such election
is made and to any Bonus payment that is attributable to the Eligible Executive's services rendered to the Company during the Plan Year for which such election is made (whether or not actually payable
in such Plan Year); </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(iii)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;be irrevocable with respect to the Plan Year to which it applies; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(iv)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;if the Eligible Executive so desires, specify a date, no earlier than thirteen months after the date such election
is made, that the vested accrued balances of his or her Accounts will be paid pursuant to Section&nbsp;6 below. Absent such election, the vested accrued balances of his or her Accounts will be paid
following his or her termination of employment in accordance with Section&nbsp;6 below. A Participant may change his or her election as to the date on which the vested accrued balances of his or her
Accounts will be paid at any time prior to the payment of such amounts; </FONT><FONT SIZE=2><I>provided, however</I></FONT><FONT SIZE=2>, that such election to change the distribution date shall only
be effective with respect to payments of vested accrued Account balances to be made no earlier than 13&nbsp;months after the date of such election. If a Participant was to receive payment of the
vested accrued balances of his or her Accounts prior to the date which is 13&nbsp;months after the date of such election, such Participant's vested accrued Account balances shall be paid in
accordance with his or her most recent other election made more than 13&nbsp;months prior to the payment date of his or her vested accrued Account balances. </FONT></P>

</UL>
</UL>

<P><FONT SIZE=2>Upon
receipt of an Eligible Executive's deferral election, the Company shall establish as an accounting entry an individual Deferred Compensation Account for such Eligible Executive and such Eligible
Executive shall become a Participant under the Plan. Thereafter, the Company shall credit the Executive's Deferred Compensation Account with all Deferred Compensation which would otherwise have been
payable to the Eligible Executive in the absence of an election under the Plan. The Deferred Compensation Account shall be credited no less frequently than the seventh day of each month in an amount
equal to the sum of the Deferred Compensation that would otherwise have been paid by the Company in accordance with the Company's normal payroll practices for the immediately preceding month. </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(b)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;At the beginning of each month, the Company shall, if on the first day of any such month the Participant is
employed by the Company, credit matching contributions to the Participant's Matching Contributions Account in an amount up to 10% of the salary amounts </FONT></P>

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<P><FONT SIZE=2>
actually deferred under the Plan by the Participant in respect of the preceding month and up to 10% of the Bonus the Executive elected to defer on the then current Deferred Compensation Election Form
(as adjusted for amendments) for such Plan Year. The Company match percentage cannot exceed the percentage deferred by the Participant. Such matching contributions shall be credited as provided in
Section&nbsp;5(a). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(c)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;From time to time, the Company may, in its sole discretion, credit supplemental contributions to the Participant's
Supplemental Contributions Account in such amounts as the Company shall determine in its sole discretion. Such supplemental contributions shall be credited as provided in Section&nbsp;5(a). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(d)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;Each Participant's Account balances and all amounts credited pursuant to Section&nbsp;5(a), (b)&nbsp;and
(c)&nbsp;shall be credited with a hypothetical money market rate of interest determined by the Committee from time to time or, to the extent permitted by the Committee, shall be hypothetically
"invested" in such securities listed on any national or foreign stock exchange or traded on the National Association of Securities Dealers Automated Quotations system, or in any mutual fund, as
designated from time to time by the Participant and the Committee in accordance with procedures to be established by the Committee. Prior to such hypothetical investment by the Participant, credited
amounts shall be hypothetically invested in a money market fund designated by the Committee. In the absence of alternative instructions, current earnings and other distributions on or with respect to
such hypothetical investments shall be hypothetically reinvested, if possible, as of the date of payment of any such amounts in the same or similar investment or instruments generating the earnings or
other distribution. If such reinvestment is not possible, any such earnings shall be hypothetically invested in a money market fund designated by the Committee. The aggregate value of the Accounts
shall, from time to time, increase or decrease in accordance with the experience of the Participant's hypothetical investments, if any. The Accounts shall be valued in the aggregate by the Committee
as of the last day of each month, in accordance with Section&nbsp;7. </FONT></P>

</UL>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6. </B></FONT><FONT SIZE=2><B><I>Payment of Deferred Compensation.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;The vested accrued balances in a
Participant's Deferred Compensation Account, Matching Contributions Account and Supplemental Account shall be paid to a Participant (or, in the case of any Participant's death prior to payment, the
Participant's designated beneficiary(ies)) in cash and/or in such other manner as may be determined by the Committee; </FONT><FONT SIZE=2><I>provided, however</I></FONT><FONT SIZE=2>, that if any
portion of the vested accrued balance in a Participant's Accounts is to be distributed in a Plan Year in which all or a portion of such distribution would not be deductible by the Company because of
Section&nbsp;162(m) of the Internal Revenue Code of 1986, as amended, the Company may, in its sole discretion, delay the payment of the nondeductible portion of such Participant's Accounts until
such time as the Company determines the payment of such amounts will be deductible by the Company. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7. </B></FONT><FONT SIZE=2><B><I>Valuation.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;At the end of each Plan Year, the vested and unvested balances in
the Deferred Compensation Account, Supplemental Contributions Account and the Matching Contributions Account of each Participant shall be determined by the Company, taking into account any increase
therein for such Plan Year as a result of deemed dividends or distributions on any security in which amounts credited to the Accounts are hypothetically invested as provided in Section&nbsp;5(d).
The balance determined, as of the end of each Plan Year, shall be communicated in writing to each Participant as soon as practicable after the end of the Plan Year. In the case of any termination of
employment under Section&nbsp;6(i)&nbsp;above, the vested and unvested balances in the Deferred Compensation Account, Supplemental Contributions Account and the Matching Contributions Account of
any affected Participant shall be determined by the Company as of the end of the month in which occurs any such termination of employment, also taking into account any increase therein for such Plan
Year to date as a result of deemed dividends or distributions on any security in which amounts credited to the Accounts are hypothetically invested as provided in Section&nbsp;5(d). In the case of a
payment to a Participant under Section&nbsp;6(ii)&nbsp;above, the vested and unvested balances in the Deferred Compensation
Account, Supplemental Contributions Account and the Matching Contributions Account of any affected Participant shall be determined by the Company as of the last day of the calendar month ending at </FONT></P>

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<P><FONT SIZE=2>
least 15&nbsp;days prior to the date of such payment, also taking into account any increase therein for such Plan Year to date as a result of any deemed dividends or distributions on any security in
which amounts credited to the Accounts are hypothetically invested as provided in Section&nbsp;5(d). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
any other provision of the Plan, the balances in the bookkeeping Accounts maintained for each Participant in the Plan as of September&nbsp;12, 2001 shall be as set
forth in the Schedule. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8. </B></FONT><FONT SIZE=2><B><I>Distributions in Cases of Hardship.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;The Committee may make distributions to a
Participant from the vested balances in such Participant's Deferred Compensation Account, Supplemental Contributions Account or Matching Contributions Account upon a showing by such Participant that
an Unforeseeable Emergency has occurred. Such distributions shall be limited to the amount shown to be necessary to meet the Unforeseeable Emergency. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;9. </B></FONT><FONT SIZE=2><B><I>Vesting.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;Notwithstanding anything contained herein to the contrary, a
Participant's accrued balance in such Participant's Deferred Compensation Account (and the amounts payable with respect thereto) shall be fully vested at all times. A Participant's accrued balance in
such Participant's Matching Contributions Account (and the amounts payable with respect thereto) and in such Participant's Supplemental Contributions Account (and the amounts payable with respect
thereto) shall, in each case, be vested as to 20% of the balance in such Account for each year of Continuous Service completed by the Participant and shall be fully vested after the Participant has
completed five years of Continuous Service; </FONT><FONT SIZE=2><I>provided, however</I></FONT><FONT SIZE=2>, that a Participant's accrued but unvested balance in the
pre-September&nbsp;12, 2001 portion of such Participant's Matching Contributions Account (and the amount payable with respect thereto) shall, in each case, be vested as to
1/36<SUP>th</SUP> of the balance in such Account for each month of Continuous Service completed by the Participant after August&nbsp;31, 2001 and shall be fully vested after the Participant has
completed 36&nbsp;months of Continuous Service after such date. Notwithstanding the immediately preceding sentence, if (a)&nbsp;the Participant dies, (b)&nbsp;the Participant's employment with
the Company is terminated due to Disability, (c)&nbsp;the Participant's employment agreement with the Company is terminated by the Company without Cause, or (d)&nbsp;a Change of Control occurs,
such Participant's accrued balance in the Matching Contributions Account and Supplemental Contributions Account shall be fully vested as of the date of death, the date of such termination or the date
of any such Change of Control, as the case may be. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;10. </B></FONT><FONT SIZE=2><B><I>Forfeiture.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;Upon any Participant's termination of employment other than due
to death or Disability, such Participant's accrued balance in such Participant's unvested Matching Contributions Accounts (and the amounts payable with respect thereto) and in such Participant's
unvested Supplemental Contributions Account (and the amounts payable with respect thereto) shall, in each case, be forfeited by such Participant. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;11. </B></FONT><FONT SIZE=2><B><I>Amendment; Termination.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;The Plan may be amended, modified or terminated at
any time by the Committee except that no such amendment, modification or termination shall have a material adverse effect on the accrued balance of any Participant's Deferred Compensation Account,
Supplemental Contributions Account and/or Matching Contributions Account as of the effective date of any such amendment, modification or termination (without the consent of the Participant (or, if the
Participant is dead, his or her beneficiary(ies))); </FONT><FONT SIZE=2><I>provided however</I></FONT><FONT SIZE=2>, that a termination of the Plan followed by a distribution of all vested and
unvested account balances shall be deemed to not have a material adverse effect on a Participant's accrued balances. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;12. </B></FONT><FONT SIZE=2><B><I>Participant's Rights Unsecured; No Duty to Invest.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;The right of a
Participant to receive any distribution hereunder shall be an unsecured claim against the general assets of the Company. No Company assets shall in any way be subject to any prior claim by any
Participant. The Company shall have no duty whatsoever to set aside or invest any amounts credited to any Deferred Compensation Account, Supplemental Contributions Account or Matching Contributions
Account established under the Plan. Nothing in the Plan shall confer upon any employee of the Company any right to continued employment with the Company, nor shall it interfere in any way with the
right, if any, of the Company to terminate the employment of any employee at any time for any reason. A Participant shall have no </FONT></P>

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<P><FONT SIZE=2>
right, title, or interest whatsoever in or to any specific assets of the Company, nor any investments, if any, which the Company may make to aid it in meeting its obligations hereunder. Nothing
contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company and any Participant
or any other person. The Company may enter into a "rabbi" trust agreement to provide for a source of funds out of which all or any portion of the benefits under the Plan may be satisfied. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;13. </B></FONT><FONT SIZE=2><B><I>Restrictions on Alienation.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;No amount deferred or credited to any Account
under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, levy or charge. Any attempt to so anticipate, alienate, sell, transfer,
assign, pledge, encumber, levy or charge the same shall be void; nor shall any amount be in any manner be subject to any claims for the debts, contracts, liabilities, engagements or torts of the
Participant (or the Participant's beneficiary or personal representative) entitled to such benefit. No Participant shall be entitled to borrow at any time any portion of the Participant's Account
balances under the Plan. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;14. </B></FONT><FONT SIZE=2><B><I>Withholding.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;As a condition to the receipt of any benefit pursuant to the
terms of this Plan, the Participants, or their beneficiaries or personal representatives, as applicable, shall remit to the Company, in cash, an amount equal to amount of any taxes required to be
withheld by the Company pursuant to any Federal, state or local law, rule or regulation with respect to the payment of such benefit. The Participants, their beneficiaries and personal representatives
shall bear any and all Federal, foreign, state, local, income, or other taxes imposed on amounts paid under the Plan. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;15. </B></FONT><FONT SIZE=2><B><I>Participants Bound by Terms of the Plan.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;By electing to become a
Participant, each Eligible Executive shall be deemed conclusively to have accepted and consented to all terms of the Plan and all actions or decisions made by the Company with regard to the Plan. Such
terms and consent shall also apply to and be binding upon the beneficiaries, personal representatives and other successors in interest of each Participant. Each Participant shall receive a copy of the
Plan. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;16. </B></FONT><FONT SIZE=2><B><I>Designation of Beneficiary(ies).</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;Each Participant under the Plan may
designate a beneficiary or beneficiaries to receive any payment which under the terms of the Plan becomes payable on, after or as a result of the Participant's death. At any time, and from time to
time, any such designation may be changed or cancelled by the Participant without the consent of any such beneficiary. Any such designation, change or cancellation must be on a form provided for that
purpose by the Committee and shall not be effective until received by the Committee. If no beneficiary has been designated by a deceased Participant, or if the designated beneficiaries have
predeceased the Participant, the beneficiary shall be the Participant's estate. If the Participant designates more than one beneficiary, any payments under the Plan to such beneficiaries shall be made
in equal shares unless the Participant has expressly designated otherwise, in which case the payments shall be made in the shares designated by the Participant. </FONT></P>


<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;17. </B></FONT><FONT SIZE=2><B><I>Severability of Provisions.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;In the event any provision of the Plan would
serve to invalidate the Plan, that provision shall be deemed to be null and void, and the Plan shall be construed as if it did not contain the particular provision that would make it invalid. The Plan
shall be binding upon and inure to the benefit of (a)&nbsp;the Company and its respective successors and assigns, and (b)&nbsp;each Participant, his or her designees and estate. Nothing in the
Plan shall preclude the Company from consolidating or merging into or with, or transferring all or substantially all of its assets to, another corporation, or engaging in any other corporate
transaction. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;18. </B></FONT><FONT SIZE=2><B><I>Governing Law and Interpretation.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;The Plan shall be construed and enforced
in accordance with, and the rights of the parties hereto shall be governed by, the laws of the State of Nevada. This Plan shall not be interpreted as either an employment or trust agreement. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;19. </B></FONT><FONT SIZE=2><B><I>Other Company Benefit and Compensation Programs.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;Payments and other benefits
received by a Participant under the Plan shall not be deemed a part of a Participant's compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or
arrangements, if any, provided by the Company or any affiliate of the Company. The existence of the </FONT></P>

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<P><FONT SIZE=2>
Plan notwithstanding, the Company may adopt such other compensation plans or programs and additional compensation arrangements as it deems necessary to attract, retain and motivate employees. The
Committee is authorized to cause to be established a trust agreement or several trust agreements or similar arrangements from which the Committee may make payments of amounts due or to become due to
any Participants under the Plan. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;20. </B></FONT><FONT SIZE=2><B><I>Effective Date of the Plan.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;The Plan as reflected herein shall be effective
as of September&nbsp;12, 2001 upon its adoption by the Company. The Plan originally was effective as of November&nbsp;30, 1994. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the Plan is hereby adopted by the Company on this 12&nbsp;day of September, 2001. </FONT></P>

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<TD COLSPAN=3><FONT SIZE=2>STATION CASINOS,&nbsp;INC.</FONT></TD>
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&nbsp;</FONT></TD>
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By:</FONT></TD>
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<TD WIDTH="45%"><FONT SIZE=2><BR>
/s/</FONT><HR NOSHADE><FONT SIZE=2> Glenn C. Christenson<BR>
Executive Vice President,<BR>
Chief Financial Officer and<BR>
Chief Administrative Officer</FONT></TD>
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<FONT SIZE=2><A HREF="#toc_ne2444_1">EXHIBIT 10.2</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ne2444_2">STATION CASINOS, INC. DEFERRED COMPENSATION PLAN FOR EXECUTIVES</A></FONT><BR>
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