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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

 

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ISLE OF CAPRI CASINOS, INC.
600 EMERSON ROAD
ST. LOUIS, MISSOURI 63141
(314) 813-9200

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on Tuesday, October 11, 2011

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        The 2011 Annual Meeting of Stockholders of Isle of Capri Casinos, Inc. will be held at 600 Emerson Road, St. Louis, Missouri, on Tuesday, October 11, 2011 at 9:00 a.m., Central Time, for the following purposes:

(1)

To elect three Class I persons to the Board of Directors to hold office until 2014.



(2)

To ratify the Audit Committee's selection of Ernst & Young, LLP as our independent registered public accounting firm for the 2012 fiscal year.



(3)

To vote, on a non-binding, advisory basis, on executive compensation.



(4)

To vote, on a non-binding, advisory basis, on whether executive compensation should be submitted to stockholders for an advisory vote every one, two or three years.



(5)

To transact such other business as may properly come before the Annual Meeting.

        The record date for the determination of stockholders entitled to vote at the Annual Meeting, or any adjournments or postponements thereof, is the close of business on August 17, 2011. A stockholder list will be available for examination for any purpose germane to the meeting, during ordinary business hours at our principal executive offices, located at 600 Emerson Road, St. Louis, Missouri 63141 for a period of 10 days prior to the meeting date. Additional information regarding the matters to be acted on at the Annual Meeting can be found in the accompanying Proxy Statement.

        In accordance with the Securities and Exchange Commission rules that allow us to furnish proxy materials to you via the Internet, we have made these proxy materials available to you at www.proxyvote.com, or, upon your request, have delivered printed versions of these materials to you by mail. We are furnishing this proxy statement in connection with the solicitation by our Board of Directors of proxies to be voted at our 2011 Annual Meeting. Reference is made to the proxy statement for further information with respect to the items of business to be transacted at the Annual Meeting. We have not received notice of other matters that may be properly presented at the Annual Meeting.

        Your vote is important. Please read the proxy statement and the voting instructions on the proxy. Then, whether or not you plan to attend the Annual Meeting in person, and no matter how many shares you own, please download, sign, date and promptly return the proxy. If you are the beneficial owner of shares held in "street name", your broker or bank, as the holder of record of the shares, must vote those shares in accordance with your instructions or, if you want to vote in person at the Annual Meeting, you must obtain a proxy from your broker or bank and bring that to the Annual Meeting. If you are a holder of record, you may also cast your vote in person at the Annual Meeting.

St. Louis, Missouri
August 19, 2011

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2011
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 11, 2011

        Isle of Capri Casino's Proxy Statement for the 2011 Annual Meetings of Stockholders is available at www.proxyvote.com.

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ISLE OF CAPRI CASINOS, INC.
600 EMERSON ROAD
ST. LOUIS, MISSOURI 63141
(314) 813-9200

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PROXY STATEMENT
August 19, 2011

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        We are furnishing this proxy statement to you in connection with the solicitation by the Board of Directors of Isle of Capri Casinos, Inc., a Delaware corporation, of proxies for use at the 2011 Annual Meeting of Stockholders to be held on Tuesday, October 11, 2011, beginning at 9:00 a.m., Central Time, at 600 Emerson Road, St. Louis, Missouri, and at any adjournment(s) of the Annual Meeting. Isle of Capri Casinos, Inc., together with its subsidiaries, is referred to herein as the "Company," "we," "us" or "our," unless the context indicates otherwise.

        Our principal executive offices are located at 600 Emerson Road, St. Louis, Missouri 63141. A notice containing instructions on how to access our 2011 Annual Report to Stockholders, this proxy statement, and accompanying proxy card was first mailed to our stockholders on or about August 19, 2011.

QUESTIONS AND ANSWERS

When is the 2011 Annual Meeting, and why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials this year instead of a full set of printed proxy materials?

        The Board of Directors of Isle of Capri Casinos, Inc., a Delaware corporation, seeks your proxy for use in voting at our 2011 Annual Meeting or at any postponements or adjournments of the Annual Meeting. The Board of Directors is soliciting proxies beginning on or about August 19, 2011. Our Annual Meeting will be held at 600 Emerson Road, St. Louis, Missouri on Tuesday, October 11, 2011, at 9:00 a.m., Central Time. All holders of our common stock, par value $0.01 per share, entitled to vote at the Annual Meeting, will receive a one-page notice in the mail regarding the Internet availability of proxy materials. Along with the proxy statement, you will also be able to access our Annual Report on Form 10-K for the fiscal year ended April 24, 2011 on the Internet.

        Pursuant to the rules adopted by the Securities and Exchange Commission ("SEC"), we have elected to provide access to our proxy materials over the Internet. Accordingly, we sent a notice to all of our stockholders as of the record date. All stockholders may access our proxy materials on the website referred to in the notice. Stockholders may also request to receive a printed set of our proxy materials. Instructions on how to access our proxy materials over the Internet or to request a printed copy can be found on the notice. In addition, by following the instructions in the notice, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

        Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

        THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ISLE OF CAPRI CASINOS, INC.

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On what am I being asked to vote?

        At the Annual Meeting, the Company's stockholders will be asked to vote on the following proposals:

(1)

To elect three Class I persons to the Board of Directors to hold office until 2014;



(2)

To ratify the Audit Committee's selection of Ernst & Young, LLP as our independent registered public accounting firm for the 2012 fiscal year;



(3)

To approve, on a non-binding, advisory basis, our executive compensation; and



(4)

To determine, on a non-binding, advisory basis, whether executive compensation should be submitted to stockholders for a non-binding advisory vote every one, two or three years.

The stockholders may also transact any other business that may properly come before the meeting.

Who is entitled to vote at the Annual Meeting?

        The record date for the Annual Meeting is August 17, 2011, and only stockholders of record at the close of business on that date may vote at and attend the Annual Meeting.

What constitutes a quorum for the purposes of voting?

        A majority of the shares of the Company's common stock outstanding, represented in person or by proxy at the Annual Meeting, will constitute a quorum for the purpose of transacting business at the Annual Meeting. Abstentions and "broker non-votes" (explained below) are counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business. As of the record date, August 17, 2011, there were 38,698,168 shares of the Company's common stock outstanding and entitled to vote, which excludes 3,336,958 shares held by us in treasury.

What if a quorum is not present at the Annual Meeting?

        If a quorum is not present during the meeting, we may adjourn the meeting. In addition, in the event that there are not sufficient votes for approval of any of the matters to be voted upon at the meeting, the meeting may be adjourned in order to permit further solicitation of proxies.

How many votes do I have?

        Each outstanding share of the Company's common stock entitles its owner to one vote on each matter that comes before the meeting. Your proxy card indicates the number of shares of the Company's common stock that you owned as of the record date, August 17, 2011.

How many votes are needed to approve each item?

        Provided a quorum is present, directors will be elected by the affirmative vote of a plurality of the shares of our common stock present at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal. Withheld votes, if any, and broker non-votes, if any, will have no effect on the vote for the proposal. Stockholders are not allowed to cumulate their votes for the election of directors.

        The votes on executive compensation and the frequency of submission of executive compensation to stockholders are advisory in nature, and therefore the results will not be binding on us. It will be up to the Stock Option and Compensation Committee and the Board of Directors to determine how such votes will impact compensation decisions and the frequency of submitting executive compensation to stockholders. The vote on executive compensation requires the affirmative vote of at least a majority of the shares of our common stock present at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal. Abstentions will have the same effect as a vote against this proposal on executive

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compensation. For the vote on the frequency of submission of executive compensation to stockholders, the choice of every "one year," "two years" or "three years" that receives the greatest number of votes will be considered the frequency recommended by our stockholders. Abstentions will have no effect on the vote for the frequency of submission of executive compensation to stockholders. Broker non-votes, if any, will have no effect on the vote for either of these proposals.

        Ratification of the Audit Committee's selection of Ernst & Young, LLP as our independent registered public accounting firm for the 2012 fiscal year requires the affirmative vote of at least a majority of the shares of our common stock present at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal. Broker non-votes, if any, will have no effect on the vote for this proposal. Abstentions will have the same effect as a vote against this proposal. If this selection is not ratified by our stockholders, the Audit Committee may reconsider its selection.

What if my stock is held by a broker?

        If you are the beneficial owner of shares held in "street name" by a broker, your broker, as the record holder of the shares, must vote those shares in accordance with your instructions. Certain matters submitted to a vote of stockholders are considered to be "routine" items upon which brokerage firms may vote in their discretion on behalf of their customers if such customers have not furnished voting instructions within a specified period prior to the meeting, so called "broker non-votes." For those matters that are considered to be "non-routine," brokerage firms that have not received instructions from their customers will not be permitted to exercise their discretionary authority. Each of the items listed above is a "non-routine" item.

How do I vote?

        Stockholders of record can choose one of the following ways to vote:

(1)

By mail: Please download and print the proxy card from the Internet at www.proxyvote.com, complete, sign, date and return the proxy card to:

Isle of Capri Casinos, Inc.
c/o Broadridge
51 Mercedes Way
Edgewood, NY 11717

(2)

By Internet: www.proxyvote.com



(3)

By telephone: 1-800-690-6903



(4)

In person at the Annual Meeting.

        By casting your vote in any of the four ways listed above, you are authorizing the individuals listed on the proxy to vote your shares in accordance with your instructions.

        If you hold our voting securities in "street name," only your broker or bank can vote your shares. If you want to vote in person at our Annual Meeting and you hold our voting securities in street name, you must obtain a proxy from your broker and bring that proxy to our Annual Meeting.

How do I vote using the proxy card?

        If the proxy is properly signed and returned, the shares represented by the proxy will be voted at the Annual Meeting according to the instructions indicated on your proxy. If the proxy does not specify how your shares are to be voted, your shares represented by the proxy will be voted:

1.

For the election of the three Class I directors recommended by the Board of Directors;

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To ratify the Audit Committee's selection of Ernst & Young, LLP as our independent registered public accounting firm for the 2012 fiscal year;



3.

To approve, on a non-binding, advisory basis, our executive compensation;



4.

To submit executive compensation to stockholders for a non-binding advisory vote every three years; and



5.

In their discretion, upon such other business as may properly come before the meeting.

Can I change my vote after I have submitted my proxy?

        Yes, a stockholder who has submitted a proxy may revoke it at any time prior to its use by:

1.

Delivering a written notice to the Secretary;



2.

Executing a later-dated proxy; or



3.

Attending the Annual Meeting and voting in person.

        A written notice revoking the proxy should be sent to the Company's Secretary at the following address:

Edmund L. Quatmann, Jr.
Chief Legal Officer and Secretary
Isle of Capri Casinos, Inc.
600 Emerson Road
St. Louis, Missouri 63141

How will the votes be tabulated at the meeting?

        Votes cast by proxy or in person at the Annual Meeting will be tabulated by the election inspectors appointed for the Annual Meeting, and such election inspectors also will determine whether or not a quorum is present.

Will the Company solicit proxies in connection with the Annual Meeting?

        Yes, the Company will solicit proxies in connection with the Annual Meeting. We will bear all costs of soliciting proxies including charges made by brokers and other persons holding stock in their names or in the names of nominees for reasonable expenses incurred in sending proxy material to beneficial owners and obtaining their proxies. In addition to solicitation by mail, our directors, officers, and employees may solicit proxies personally and by telephone, facsimile and email, all without extra compensation. We may retain a proxy solicitation firm to assist in the solicitation of proxies. If we retain such a firm, the fee to be paid for such services will be borne by us and is not expected to exceed $7,500 plus reasonable expenses.

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ELECTION OF CLASS I DIRECTORS

General

        Our Certificate of Incorporation, as amended, divides the Board of Directors into three classes, designated Class I, Class II and Class III, with the terms of office of each class ending in successive years. The authorized number of directors is set at 9.

        At the Annual Meeting, stockholders will vote on the election of nominees listed below to serve as our Class I directors for three-year terms to expire at the annual meeting of stockholders in 2014 or until their respective successors, if any, have been elected and qualified. The three nominees, Richard A. Goldstein, Alan J. Glazer and Scott E. Schubert, are currently serving on the Company's Board of Directors.

        On May 4, 2011, Shaun R. Hayes, a Class I director, resigned from his position as a member of the Company's Board of Directors and committees and is not seeking reelection. The resignation of Mr. Hayes was not the result of any disagreement with the Company. Mr. Schubert was nominated by the Nominating Committee to fill the vacancy created by the resignation of Mr. Hayes. The Board of Directors elected Mr. Schubert on July 29, 2011, and Mr. Schubert joined our Board of Directors on August 1, 2011, subject to all necessary regulatory approvals and licensure.

        The Company does not know of any reason why any nominee would be unable or unwilling to serve as a director. If any nominee is unable or unwilling to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Company's Board may nominate.

        Additionally, pursuant to an agreement (the "Goldstein Governance Agreement"), dated as of January 19, 2011, among the Company, Robert S. Goldstein, our Vice Chairman, Jeffrey D. Goldstein and Richard A. Goldstein, two of our directors, and GFIL (as defined below), the Company agreed that until the Nomination Expiration Date (as defined below), it will take all action reasonably necessary for the Board of Directors to nominate and recommend for election by the Company's stockholders each of Jeffrey D. Goldstein, Robert S. Goldstein and Richard A. Goldstein (the "Goldstein Directors") (or, in the event that any of them dies or becomes legally incapacitated, another descendant of Bernard Goldstein (including a person legally adopted before the age of five) who is suitable to serve as our director pursuant to applicable Nasdaq requirements and other applicable law and designated by the remaining Goldstein Directors, who then are competent; provided, however, if our Board of Directors reasonably objects to such designee, another descendant reasonably acceptable to our Board of Directors may so be designated by the remaining qualified Goldstein Directors) at any annual meeting at which their respective directorship terms are scheduled to expire.

        The "Nomination Expiration Date" means the earlier to occur of (1) the tenth anniversary of the date of the Goldstein Governance Agreement and (2) such time as the sum of (i) and (ii) below do not equal in the aggregate at least 22.5% of the then outstanding shares of the Company's common stock, not including any shares of Class B common stock or shares of common stock issued upon conversion of any preferred stock: (i) the total number of Physical Shares of the Company's common stock directly owned by members of the Goldstein family (the "Goldstein Group"), including the Goldstein Directors, GFIL, spouses, children and grandchildren of certain members of the Goldstein family and entities associated with certain members of the Goldstein family, (other than GFIL) in the aggregate; and (ii) the total number of Physical Shares of the Company's common stock owned by GFIL multiplied by a fraction, the numerator of which is equal to the total number of Physical Shares of the membership interests of GFIL directly owned by members of the Goldstein Group and the denominator of which is equal to the then total outstanding membership interests of GFIL. "Physical Shares" means shares, units or interests of a corporation or other entity (such as a limited liability company, limited partnership or trust) beneficially owned by any person as to which such person directly or indirectly has

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voting and investment power and which are held either of record by such person or through a broker, dealer, agent, custodian or other nominee who is the holder of record of such shares.

Class I Director Nominees for Election for Terms Expiring at the 2014 Annual Meeting of Stockholders

        The Board of Directors recommends that you vote "FOR" each of the following nominees for three-year terms expiring in 2014:

        Richard A. Goldstein, age 50, has been a director since October 2009. Mr. Goldstein has held various leadership positions with Goldstein Group, Inc., a private family owned holding company, since 1981 and he currently serves as a director and Executive Vice President of Goldstein Group, Inc. Mr. Goldstein also currently serves as a board member and Executive Vice President of Alter Trading Corporation and Alter Company, subsidiaries of Goldstein Group, Inc. and companies engaged in the business of scrap metal recycling, and has been associated with these companies since 1981. Additionally, since April 2006 Mr. Goldstein has worked on new developments for Goldstein Group, Inc., including energy-related ventures. Mr. Goldstein is the brother of Jeffrey D. Goldstein and Robert S. Goldstein.

        The Board of Directors supports and approves Mr. Goldstein's nomination because he has extensive experience as an entrepreneur and in management of operations, corporate governance and strategic planning and brings to the Board of Directors invaluable perspectives on all aspects of the Company's business. Moreover, as a member of the Goldstein family—the largest beneficial owner of the Company's common stock—Mr. Goldstein's interests are uniquely and significantly aligned with the Company's efforts to grow long-term stockholder value.

        Alan J. Glazer, age 70, has been a director since November 1996 and in October 2009, was named Lead Director. He is currently a Senior Principal of Morris Anderson & Associates, Ltd., a national management consulting firm, where he has worked since 1984. Prior to joining Morris Andersen, Mr. Glazer was Senior Vice President and Chief Financial Officer for Consolidated Foods Corp., a large international manufacturer and distributor of branded consumer products. Before joining CFC, Mr. Glazer spent 13 years at Arthur Andersen & Co., the last five as a General Partner. Mr. Glazer also serves as a director of Goldstein Group, Inc. The Board of Directors has designated Mr. Glazer as an "audit committee financial expert" as that term is defined in the SEC's rules adopted pursuant to the Sarbanes-Oxley Act of 2002.

        The Board of Directors supports and approves Mr. Glazer's nomination because he has extensive experience in corporate reorganizations (including structuring mergers, acquisitions, divestitures and balance sheet recapitalizations), crisis management, development and implementation of strategic business plans, operations management, financial transactions and succession planning. Mr. Glazer brings to the Board of Directors a deep understanding of financial statements, which is necessary to serve as chairman of our Audit Committee, and an extensive knowledge of the financial and accounting issues facing public companies. Mr. Glazer has served as a member of the Board of Directors for more than 14 years and brings to the Board of Directors an in-depth understanding of the Company's business, history, culture and organization.

        Scott E. Schubert, age 58, has been a director since August 2011. Mr. Schubert has served on the Board of Directors of Sonus Networks, Inc. since February 2009. From 2005 until June 2008, Mr. Schubert served as Chief Financial Officer of TransUnion LLC. From 2003 to 2005, Mr. Schubert served as Chief Financial Officer and, prior to that, Executive Vice President of Corporate Development of NTL, Inc. (now Virgin Media, Inc.). From 1999 to 2003, Mr. Schubert held the position of Chief Financial Officer of Williams Communications Group, Inc., a high technology company, which filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code in April 2002 and emerged from bankruptcy in October 2002 as WilTel

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Communications Group, Inc. Mr. Schubert also served as head of BP Amoco's Global Financial Services, leading the initial integration of BP and Amoco's worldwide financial operations following the merger of the two companies. Mr. Schubert also served on the Board of Directors and as Chairman of the Audit Committee of a privately-held company.

        The Board of Directors supports and approves Mr. Schubert's nomination because he has extensive executive management and leadership experience as chief financial officer of various companies; strong accounting, financial, risk analysis, corporate governance and administrative skills and experience.

Directors Whose Terms of Office Will Continue After this Annual Meeting

Class II Directors (Terms expire at the 2012 annual meeting of stockholders)

        Jeffrey D. Goldstein, age 58, has been a director since October 2001. Mr. Goldstein has held various leadership positions with Goldstein Group, Inc., a private family owned holding company, since 1975 and he currently serves as President and Vice Chairman of Goldstein Group, Inc. Since 1975 Mr. Goldstein has held various leadership positions with the barge and other transportation businesses owned by Goldstein Group, Inc. and he currently serves as Chairman and President of Alter Company and Chairman and Chief Executive Officer of Alter Barge Line, Inc., subsidiaries of Goldstein Group, Inc. Mr. Goldstein is the brother of Robert S. Goldstein and Richard A. Goldstein.

        The Board of Directors supported and approved Mr. Goldstein's nomination in 2010 because of his extensive experience leading one of the largest barge transportation companies in the nation. He has extensive experience as an entrepreneur and in management of operations, corporate governance and strategic planning and brings to the Board of Directors invaluable perspectives on all aspects of the Company's business. His experience with riverboats and river traffic provides the Board of Directors with a unique understanding of issues impacting the Company's riverboat operations. Moreover, as a member of the Goldstein family—the largest beneficial owner of the Company's common stock—Mr. Goldstein's interests are uniquely and significantly aligned with the Company's efforts to grow long-term stockholder value.

        W. Randolph Baker, age 64, has been a director since September 1997. In July 2008, Mr. Baker resigned from his position as Chair of the Sycuan Institute on Tribal Gaming at San Diego State University, the nation's first academic program dedicated to the study of tribal gaming, where he served since August 2006. He is currently a principal in Randolph Baker & Associates, a consulting firm located in San Antonio, Texas. Previously Mr. Baker served as Executive Director of the Shelby County Schools Education Foundation, a nonprofit organization dedicated to enhancing the quality of K-12 education in Shelby County, Tennessee. From June 1996 to Spring 2004, he served as Vice Chairman and Chief Executive Officer of Thompson Baker & Berry, a regional public relations and public affairs firm located in Memphis, Tennessee. Prior to that, Mr. Baker served as the Harrah's Visiting Professor of Gaming Studies in the College of Business at the University of Nevada, Reno, and as Director of Public Affairs for The Promus Companies Incorporated, then a holding company for casino and hotel brands (including Harrah's casino hotels) in Memphis, Tennessee.

        The Board of Directors supported and approved Mr. Baker's nomination in 2010 because of his extensive experience in management of operations, regulatory matters, public policy, corporate governance, corporate finance and accounting and because he brings to the Board of Directors a significant level of knowledge regarding tribal gaming. Mr. Baker has served as a member of the Board of Directors for more than 13 years and brings to the Board of Directors an in-depth understanding of the Company's business, history, culture and organization.

        Lee S. Wielansky, age 60, has been a director since February 2007. Since March 2003, Mr. Wielansky has served as Chairman and Chief Executive Officer of Midland Development

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Group, Inc., a commercial real estate development company with locations in St. Louis, Missouri and Jacksonville, Florida. From November 2000 to March 2003, Mr. Wielansky served as President and Chief Executive Officer of JDN Development Company, Inc., a wholly owned subsidiary of JDN Corporation, a publicly traded real estate investment trust engaged in the development of retail shopping centers. From 1998 to 2000, Mr. Wielansky was a Managing Director of Regency Centers Corporation, a publicly traded real estate investment trust. In 1983, Mr. Wielansky co-founded Midland Development Group, Inc. and served as Chief Executive Officer until 1998 when the company was acquired by Regency Centers Corporation. Mr. Wielansky serves as Chairman of the Board of Directors of Pulaski Financial Corp., the holding company for Pulaski Bank, and serves as a director of Acadia Realty Trust, a real estate investment trust.

        The Board of Directors supported and approved Mr. Wielansky's nomination in 2010 because of his extensive experience in management of operations, real estate investments and management, corporate governance, corporate finance and accounting. Mr. Wielansky brings to the Board of Directors important perspectives with respect to real estate and developments.

Class III Directors (Terms expire at the 2013 annual meeting of stockholders)

        Robert S. Goldstein, age 56, has been a director since February 1993 and was named Vice Chairman of the Board of Directors in May 2008. Prior to being named Vice Chairman, Mr. Goldstein was Executive Vice Chairman from October 2005 to May 2008. Mr. Goldstein has held various leadership positions with Goldstein Group, Inc., a private family owned holding company, since 1977 and he currently serves as Chairman and Chief Executive Officer of that entity. Mr. Goldstein also currently serves as Chairman, Chief Executive Officer and President of Alter Trading Corporation and has been associated with that company since 1977. Mr. Goldstein is the brother of Jeffrey D. Goldstein and Richard A. Goldstein.

        The Board of Directors supported and approved Mr. Goldstein's nomination in 2010 because of his extensive experience leading Alter Trading Corporation, one of the nation's leading scrap metal recyclers and brokers with operations throughout the central United States. He has extensive experience as an entrepreneur and in management of operations, corporate governance and strategic planning. Mr. Goldstein has served as a member of the Board of Directors for more than 18 years and brings to the Board of Directors an in-depth understanding of the Company's business, history, culture and organization. Moreover, as a member of the Goldstein family—the largest beneficial owner of the Company's common stock—Mr. Goldstein's interests are uniquely and significantly aligned with the Company's efforts to grow long-term stockholder value.

        James B. Perry, age 61, has been a director since July 2007, was named Chairman of the Board of Directors in August 2009 and was named Executive Chairman of the Board of Directors in April 2011. From March 2008 to April 2011, he served as our Chief Executive Officer. Prior to being named Chairman, Mr. Perry was Executive Vice Chairman from March 2008 to August 2009 and Vice Chairman from July 2007 to March 2008. Mr. Perry served as a Class III Director on the board of Trump Entertainment Resorts, Inc. from May 2005 until July 2007. From July 2005 to July 2007, Mr. Perry served as Chief Executive Officer and President of Trump Entertainment Resort, Inc., which filed for Chapter 11 bankruptcy in February 2009. Mr. Perry was President of Argosy Gaming Company from April 1997 through July 2002 and Chief Executive Officer of Argosy Gaming Company from April 1997 through May 2003. Mr. Perry also served as a member of the Board of Directors of Argosy Gaming Company from 2000 to July 2005.

        The Board of Directors supported and approved Mr. Perry's nomination in 2010 because he brings more than 30 years of industry experience to the Board of Directors and because his day-to-day leadership of the Company provides the Board of Directors with intimate knowledge of all aspects of

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our business. He also has extensive experience in executive management, corporate governance and strategic planning.

        Gregory J. Kozicz, age 50, has been a director since January 2010. Mr. Kozicz is president and chief executive officer of Alberici Corporation, a St. Louis-based diversified construction, engineering and steel fabrication company, and Alberici Constructors Inc., a wholly-owned subsidiary of Alberici Corporation. He also serves on the Eighth District Real Estate Industry Council of the Federal Reserve Bank of St. Louis. He has served as president and chief executive officer of Alberici Corporation and Alberici Constructors since 2005 and June 2004, respectively. Prior to his current roles, Kozicz was president of Alberici Constructors Ltd. (Canada). Before joining Alberici in 2001, Kozicz served as a corporate officer and divisional president for Aecon, a publicly-traded construction, engineering and fabrication company.

        The Board of Directors supported and approved Mr. Kozicz's nomination in 2010 because of his extensive experience in management of operations, the construction industry, real estate investments, corporate governance and strategic planning. Mr. Kozicz brings to the Board of Directors a wide range of experience, particularly with respect to construction and development matters.

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CORPORATE GOVERNANCE

Board Leadership Structure

        Since the management reorganization in April 2011, the Board of Directors has separated the roles of Chairman and Chief Executive Officer. Prior to April 2011, Mr. Perry was our Chairman, President and Chief Executive Officer. Mr. Perry is our Executive Chairman and leads the Board of Directors. Ms. Virginia McDowell, our President and Chief Executive Officer, has general charge and management of the affairs, property and business of the Company, while Mr. Perry, as Executive Chairman of the Board of Directors, provides independent oversight of senior management and Board matters and serves as a valuable bridge between the Board of Directors and our management. In addition, the Chairman provides guidance to the Chief Executive Officer, sets the Board of Directors' agenda in consultation with the Chief Executive Officer and presides over meetings of stockholders and the Board. Mr. Glazer is our Lead Director. He has, in addition to the powers and authorities of any member of the Board of Directors, the power and authority to chair executive sessions and to work closely with the Executive Chairman in determining the appropriate schedule for the Board of Directors meetings and assessing the quality, quantity and timeliness of information provided from our management to the Board of Directors. The Lead Director position is at all times held by a director who is "independent" as defined in Nasdaq Rule 5605(a)(2). The Board of Directors believes that the leadership structure is appropriate at this time based on the Board's understanding of corporate governance best practice. The Board of Directors does not have a policy specifying a particular leadership structure as it believes that it should have the flexibility to choose the appropriate structure as circumstances change. Our independent directors meet in regular executive sessions without management being present. Additionally, each of the Stock Option and Compensation Committee, Audit Committee and Nominating Committee is composed entirely of independent directors.

Board of Directors' Role in Risk Oversight

        The Board of Directors recognizes that, although risk management is primarily the responsibility of the Company's management team, the Board of Directors plays a critical role in the oversight of risk, including the identification and management of risk. The Board of Directors believes that an important part of its responsibilities is to assess the major risks we face and review our strategies for monitoring and controlling these risks. The Board of Directors' involvement in risk oversight involves the full Board of Directors, the Stock Option and Compensation Committee, the Audit Committee, the Nominating Committee and the Compliance Committee. The Stock Option and Compensation Committee considers the level of risk implied by our compensation programs, including incentive compensation programs in which the Chief Executive Officer and other employees participate. The Audit Committee regularly considers major financial risk exposures and the steps taken to monitor and control such exposures, including our risk assessment and risk management policies. The Audit Committee also reviews risks associated with our financial accounting and reporting processes, litigation matters, and our compliance with legal and regulatory requirements. The Nominating Committee monitors potential risks to the effectiveness of the Board of Directors, notably Director succession and Board of Directors composition. The Compliance Committee reviews potential regulatory compliance risks with various jurisdictions and evaluates the Company's risks with potential business transactions.

Independence

        The Board of Directors has determined that all of the directors, other than Mr. Perry, and nominees are independent as defined in Nasdaq Rule 5605(a)(2).

        Additionally, the Board of Directors determined that Shaun R. Hayes, who resigned from the Board of Directors and committees on May 4, 2011, and John G. Brackenbury, who decided to retire and not stand for re-election following the completion of his term on the Board of Directors and

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committees on October 5, 2010, were each independent as defined in Nasdaq Rule 5605(a)(2) during the time that they served on the Board of Directors.

Meetings

        During the fiscal year ended April 24, 2011, which we refer to as "fiscal 2011," the Board of Directors met in person or telephonically eleven times. During fiscal 2011, each of our incumbent directors attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors (held during the period for which he severed as a director) and (ii) the total number of meetings held by all committees of the Board of Directors during which period he served. Directors are expected to attend each Annual Meeting of Stockholders. Each member of the current Board of Directors that was a member of the Board of Directors in October 2010 attended last year's Annual Meeting of Stockholders.

Committees

        The Board of Directors has three standing committees: the Stock Option and Compensation Committee, the Audit Committee, and the Nominating Committee. During fiscal 2011, the Stock Option and Compensation Committee met seven times, the Audit Committee met eight times and the Nominating Committee met on an informal basis from time to time.

        Stock Option and Compensation Committee.    Messrs. Glazer, Baker, Wielansky and Kozicz are members of the Stock Option and Compensation Committee. Mr. Kozicz acts as chairman of the Stock Option and Compensation Committee. The Stock Option and Compensation Committee acts as an advisory committee to the full Board with respect to compensation of our executive officers and other key employees, including administration of the long-term incentive plan, option and restricted stock grants, and bonuses. Additional information regarding the policies of the Committee is set forth in the "Stock Option and Compensation Committee Report on Executive Compensation" included in this proxy statement. In accordance with Nasdaq Rule 5605(d)(1)(B), each member of the Stock Option and Compensation Committee is "independent" as defined in Nasdaq Rule 5605(a)(2). The Stock Option and Compensation Committee Charter is posted on the Company's website at www.islecorp.com under Investor Relations—Corporate Governance.

        Audit Committee.    Messrs. Glazer, Baker, Schubert and Wielansky are members of the Audit Committee. Mr. Glazer acts as chairman of the Audit Committee. The Audit Committee's responsibilities include selecting our independent registered public accounting firm, reviewing the plan, scope and results of the independent audit, reviewing the fees for the audit services performed, reviewing and pre-approving the fees for the non-audit services to be performed and reviewing all financial statements. Information regarding the functions performed by the Audit Committee during the fiscal year is set forth in the "Audit Committee Report," included in this proxy statement. Each member of the Audit Committee is "independent" as defined in Nasdaq Rule 5605(a)(2). The Board of Directors has determined that each member of the Audit Committee is free from any relationship that would interfere with the exercise of independent judgment as a committee member. Mr. Glazer has been designated as our "audit committee financial expert" under the SEC Rules. The Audit Committee is governed by a written charter approved by the Board of Directors. The Audit Committee Charter is posted on the Company's website at www.islecorp.com under Investor Relations—Corporate Governance.

        Nominating Committee.    Messrs. Glazer, Robert S. Goldstein and Wielansky are members of the Nominating Committee. Mr. Glazer acts as chairman of the Nominating Committee. The Nominating Committee considers and makes recommendations concerning the size and composition of the Board of Directors, the number of non-executive members of the Board of Directors, and membership of committees of the Board of Directors. As a policy, the Nominating Committee generally does not

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consider nominees recommended by the Company's stockholders. The Nominating Committee is responsible for developing and periodically reviewing Board of Directors membership criteria. The Nominating Committee believes that each director must:

•

have strength of character, high professional and personal ethics and values consistent with the longstanding values of the Company;



•

have the capacity to respectfully challenge one another's beliefs and assumptions with respect to Company decisions;



•

have business or other experience that will increase the overall effectiveness of the Board of Directors and allow insight based on experience;



•

be committed to enhancing total stockholder value; and



•

have sufficient time to carry out the director's duties.

        The Nominating Committee also believes that diverse and inclusive leadership is essential to capitalizing on the growing talent pool and propelling the Company to success. Accordingly, the Nominating Committee believes that it is important to incorporate diversity of experience, skills, cultures and education on the Board of Directors. In addition, the Nominating Committee takes into account issues of judgment, independence, potential conflicts of interest, financial literacy, succession planning, related industry experience and the extent to which a particular candidate would fill a present need on the Board of Directors. The Nominating Committee shall establish and adhere to its charter in performing its duties. In accordance with Nasdaq Rule 5605(e)(1)(B), each member of the Nominating Committee is "independent" as defined in Nasdaq Rule 5605(a)(2). The Nominating Committee Charter is posted on the Company's website at www.islecorp.com under Investor Relations—Corporate Governance.

        In addition to the foregoing committees of the Board of Directors, we also maintain a Compliance Committee that is made up of both directors and non-directors. Messrs. Baker and Kozicz are members of the Compliance Committee, along with Messrs. Harry Redmond and Steve DuCharme, Ms. Virginia McDowell, our President and Chief Executive Officer and Mr. Michael Fries, our Vice President of Legal Affairs. Mr. Baker acts as chairman, Messrs. Redmond and DuCharme are independent members and Mr. Fries is the Compliance Officer. The Compliance Committee's responsibilities include maintaining compliance with the regulatory requirements imposed upon the Company by the jurisdictions in which it operates and evaluating relationships between the Company and persons and entities with whom the Company proposes to do business.

Directors Who Resigned or Retired and Who are Not Seeking Reelection

        Shaun R. Hayes, age 51, was our director since January 2006 until his resignation from the Board of Directors and committees on May 4, 2011. Since August 2008, Mr. Hayes has served as President and CEO of Sun Security Bank, a wholly-owned subsidiary of Sun Financial, a Missouri-based bank holding company. Mr. Hayes was president and chief executive officer of Missouri banking for National City Bank from April 2004 to July 2008. The Board of Directors supported and approved Mr. Hayes's nomination in 2010 because of his extensive experience in management of operations, banking, corporate finance and accounting and because his experience and expertise have proven especially valuable to the Board of Directors in its financing matters.

        John G. Brackenbury, C.B.E., age 74, was our director since January 2004 until he decided to retire and not stand for re-election following the completion of his term on the Board of Directors and committees on October 5, 2010. He also served as Chairman of the Board of Directors of our wholly owned subsidiary, Isle of Capri Casinos, Ltd., and Blue Chip Casinos Plc. Mr. Brackenbury, who has over 40 years of experience in the leisure sector in the United Kingdom, is involved in numerous

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organizations. Mr. Brackenbury has served as chairman of Business in Sport & Leisure since 1985 and was made Life President on March 17, 2005 and as chairman of Brackenbury Leisure Limited since 1996. He has served as Chairman of Avanti Screenmedia since 2002 and on the demerger of Avanti Screenmedia and Avanti Communications in April 2007, he was a non-executive director of Avanti Screenmedia and resigned and became chairman of Avanti Communications Group Plc and ceased to be chairman of Active Media Capital in April 2007 when it was acquired by Avanti Screenmedia. Mr. Brackenbury previously served as a non-executive director of Holsten (UK) Limited, Hotel & Catering Training Company, Western Wines Limited, Aspen Group Plc, SFI Holdings Limited, Brewing Research Foundation and as an executive director of Brent Walker Group, Plc and Chairman of People 1^st. The Board of Directors supported and approved Mr. Brackenbury's nomination in 2009 because of his extensive experience in management of operations, corporate governance, corporate finance and accounting and significant level of knowledge regarding the gaming and leisure industry in the United Kingdom.

Compensation of Directors

        For the one-year term that commenced October 5, 2010, our non-employee directors received a $50,000 annual retainer, additional compensation of $4,000 for each in-person board meeting attended, $2,000 for each in-person meeting with management that they were required to attend and $1,000 for any other in-person meeting they were required to attend; provided, however, that the Vice Chairman of the Board of Directors received an annual retainer of $100,000 in lieu of the standard annual retainer and per meeting fees. The Chairmen of the Company's Audit Committee and Stock Option and Compensation Committee each receive an additional annual retainer of $25,000 and $12,500, respectively, for chairing those Committees, and the Chairman of the Company's Compliance Committee receives a fee of $2,000 per meeting. Directors are also eligible for annual long-term incentive awards. For the one-year term that commenced October 5, 2010, each non-employee director at-large was awarded 21,197 shares of restricted stock, our Vice Chairman was awarded 38,861 shares of restricted stock. The awards vest 50% upon issuance and 50% on the one-year anniversary of issuance. Upon initial election to the Board of Directors, a new director receives an award of 3,333 shares of restricted stock. Directors who are our employees receive no additional compensation for serving as directors. All directors are reimbursed for travel and other expenses incurred in connection with attending board meetings and meetings with management that they may be required to attend.

        Director compensation for the one-year term commencing October 11, 2011 has not yet been set.

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Fiscal 2011 Director Compensation

        The following table sets forth information with respect to all compensation awarded the Company's directors during fiscal 2011:

Stockholder Communications with the Board of Directors

        The Board of Directors provides a process for stockholders to send communications to the Board of Directors or any of the directors, including the independent directors. All such communications must be in writing and shall be addressed to the Corporate Secretary, Isle of Capri Casinos, Inc., 600 Emerson Road, St. Louis, Missouri 63141, Attention: Stockholder Communications. All inquiries will be reviewed by the Secretary who will forward to the Board of Directors a summary of all such correspondence and copies of all communications that he determines require the attention of the Board of Directors. All communications will be compiled and submitted to the Board of Directors or the individual directors on a regular basis unless such communications are considered, in the

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reasonable discretion of the Secretary, to be improper for submission to the intended recipients. Examples of communications that would be deemed improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to the Company or the Company's business or communications that relate to irrelevant topics.

Executive Sessions

        In accordance with Nasdaq Rule 5605(b)(2), the Board of Directors currently schedules regular meetings at which only independent directors are present. The executive sessions generally are scheduled in conjunction with each Board meeting at which the members of the Board of Directors meet in person. The Lead Director presides over these sessions.

Code of Conduct

        As required by Nasdaq Rule 5610, the Board of Directors has adopted a Code of Business Conduct that applies to all of the Company's directors, officers and employees. In addition, the Company has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer, controller and others performing similar functions and specifies the legal and ethical conduct expected of such officers. The Company's Code of Business Conduct and Code of Ethics are posted on the Company's website at www.islecorp.com under Investor Relations—Corporate Governance and will be provided free of charge upon request to the Company.

Compensation Committee Interlocks and Insider Participation

        In fiscal 2011, Messrs. Baker, Glazer, Kozicz and Wielansky served as members of the Stock Option and Compensation Committee. Additionally, in fiscal 2011, Shaun R. Hayes, who resigned from the Board of Directors and committees on May 4, 2011, and John G. Brackenbury, who decided to retire and not stand for re-election following the completion of his term on the Board of Directors and committees on October 5, 2010, served as members of the Stock Option and Compensation Committee. In fiscal 2011, there were no Stock Option and Compensation Committee interlocks (i.e., none of our executive officers serves as a member of the board of directors or the compensation committee of another entity that has an executive officer serving as a member of the Board of Directors or the Stock Option and Compensation Committee).

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OWNERSHIP OF OUR CAPITAL STOCK

        The following table sets forth information with respect to the beneficial ownership of our common stock as of August 17, 2011 (unless otherwise indicated) by: (1) each director and nominee for director, (2) the individuals named in the Summary Compensation Table (i.e., the Named Executive Officers), (3) all directors, nominees for director and executive officers (including the Named Executive Officers) as a group, and (4) based on information available to us and filings made under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), each person known by us to be the beneficial owner of more than 5% of our common stock. Unless otherwise indicated, all persons listed have sole voting and dispositive power over the shares beneficially owned.

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EXECUTIVE OFFICERS

        Below is a table that identifies our executive officers as of the date of this proxy statement.

        Virginia M. McDowell joined us in July 2007. She has been our President since July 2007 and was named our Chief Executive Officer in April 2011. Prior to that, Ms. McDowell served as our Chief Operating Officer from July 2007 to April 2011. From October 2005 to July 2007, Ms. McDowell served as Executive Vice President and Chief Information Officer at Trump Entertainment Resorts, Inc., which filed for Chapter 11 bankruptcy in February 2009. From 1997 through October 2005, Ms. McDowell served in a variety of positions at Argosy Gaming Company, including Vice President of Sales and Marketing, and Senior Vice President of Operations.

        Dale R. Black joined us in December 2007 as our Chief Financial Officer. From December 2007 to July 2011, Mr. Black also served as a Senior Vice President. From November 2005 to December 2007, he served as Executive Vice President—Chief Financial Officer of Trump Entertainment Resorts, Inc., which filed for Chapter 11 bankruptcy in February 2009. From April 1993 through October 2005, Mr. Black worked at Argosy Gaming Company in Alton, Illinois, becoming Chief Financial Officer in 1998 after serving as Vice President and Corporate Controller. Prior to joining Argosy, he spent seven years in the audit practice of Arthur Andersen LLP.

        Arnold L. Block joined us in December 2008. He has been our Chief Operating Officer since June 2011. From December 2008 to June 2011, Mr. Block was our Senior Vice President, Isle Operations. Prior to that, Mr. Block served as senior vice president and general manager of the Harrah's, St. Louis property from October 2005 to January 2008. From July 1993 to October 2005, Mr. Block worked in a variety of leadership capacities for Argosy Gaming Company, including serving as regional vice president from June 2002 until October 2005, when the company was sold. In that role, he was responsible for three Argosy properties; Lawrenceburg, Indiana, Kansas City, Missouri, and Baton Rouge, Louisiana.

        Eric L. Hausler joined us in September 2009. He has been our Chief Strategic Officer since July 2011. From September 2009 to July 2011, Mr. Hausler was our Senior Vice President, Strategic Initiatives. From October 2006 to August 2009, Mr. Hausler served as Senior Vice President of Development for Trump Entertainment Resorts, Inc., which filed for Chapter 11 bankruptcy in February 2009. From August 2005 to September 2006, Mr. Hausler served as a Managing Director in Fixed Income Research, covering the gaming, lodging and leisure industries for Bear Stearns & Co. Inc.

        Paul B. Keller joined us in May 2008 as our Chief Development Officer. From May 2008 to July 2011, Mr. Keller also served as a Senior Vice President. From September 2007 to May 2008, Mr. Keller was a consultant for us. From October 2005 to July 2007, Mr. Keller served as Executive Vice President of Design and Construction for Trump Entertainment Resorts, Inc., which filed for Chapter 11 bankruptcy in February 2009. From September 1993 to October 2006, he served as Vice President of Design and Construction for Argosy Gaming Company.

        Donn R. Mitchell, II joined us in June 1996. He has been our Chief Administrative Officer since July 2011. From December 2007 to July 2011, Mr. Mitchell also served as a Senior Vice President.

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Previously, he served as Senior Vice President, Chief Financial Officer and Treasurer from January 2006 to December 2007. Mr. Mitchell joined us in June 1996 as Director of Finance and served as Vice President of Finance from July 2001 to December 2005. Additionally, since October 2008, Mr. Mitchell has been an executive officer of our majority owned subsidiary Blue Chip Casinos Plc, a United Kingdom entity which owns and operates two casinos in the United Kingdom. In March 2009, Blue Chip filed for Administration in the United Kingdom under the Insolvency Act 1986. During fiscal year 2010, we completed the sale of our Blue Chip casino properties under a plan of administration and have no continuing involvement in its operation.

        Edmund L. Quatmann, Jr. joined us in July 2008. He has been our Chief Legal Officer since July 2011 and Secretary since July 2008. From July 2008 to July 2011, Mr. Quatmann was our Senior Vice President and General Counsel. Prior to joining us, Mr. Quatmann was the Senior Vice President and General Counsel of iPCS, Inc., a wireless telecommunications company based in Schaumburg, Illinois, where he was employed from November 2004 to June 2008.

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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis

        For purposes of the following Compensation Discussion and Analysis, the terms "executives" and "executive officers" refer to the named executive officers of the Company as set forth in the Summary Compensation Table, which appears on page 34 of this proxy statement, and the term the "Committee" refers to the Stock Option and Compensation Committee. For fiscal 2011, the named executive officers of the Company are the principal executive officer for fiscal 2011, James B. Perry; the principal financial officer, Dale R. Black; Virginia M. McDowell; Paul B. Keller and Edmund L. Quatmann, Jr.

Executive Summary

        The Committee remains committed to its executive compensation philosophy and key objectives, including relating total compensation opportunities for executives to the Company's performance.

        During fiscal 2011, the Company grew revenue, earnings before interest and other non-operating income (expense), income taxes and depreciation and amortization and operating margins despite general economic softness. For the three fiscal years ending with fiscal 2011, the Company achieved the highest total stockholder return among its regional gaming company peers and outperformed the total stockholder return of the Russell 2000 Index. The Company also completed equity and debt transactions that reduced the Company's total debt, extended maturities and will provide borrowing capacity to fund current and future capital expenditures for both existing properties and development projects. Additionally, the Company acquired a casino in Mississippi and was selected for new casino developments in Missouri and Pennsylvania.

        The Committee believes that the compensation paid to the executive officers in fiscal 2011 is commensurate with the Company's performance in a challenging economic environment.

Company Performance

        During fiscal 2011, the Company made substantial improvements to its operations and capital structure, while simultaneously successfully completing several development efforts and other initiatives expected to provide value for stockholders and to create a solid platform for continued growth.

        Operational Enhancements.    During fiscal 2011, the Company stressed enhanced operating principles, leading to earnings growth and further decreases in same-store operating costs, while making targeted investments to drive new business and visitation despite continued economic softness in consumer spending across the national gaming industry. Additionally, the Company bolstered its position as a market leader in customer courtesy and delivering a superior guest experience, which has consistently proven to be the attribute most likely to drive increased visitation to gaming entertainment properties.

        Financial Discipline.    The Company's disciplined approach towards improving its capital structure and increasing financial flexibility led to the achievement of several important milestones during the fiscal year that improved the Company's financial position. Specifically, the Company refinanced its senior secured credit facility, issued bonds and sold common stock.

        The Company's new senior secured credit facility, comprised of a $300 million revolving credit facility and $500 million term loan facility, extended maturity dates beyond the previous 2012 maturity by four and five years on the revolving facility and term loan facility, respectively. Earlier in the fiscal year, the Company also raised $52 million in new equity through a common stock offering, followed by the issuance of $300 million principal amount 7.75% Senior Notes due 2019.

        Branding & Enhanced Product Offerings.    During the fiscal year, the Company made targeted enhancements to its product offerings at its existing facilities as it continued to emphasize the

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importance of its ongoing efforts to gain new customers and increase market share. As the Company continues to migrate into its two-brand entertainment model, it is experiencing outstanding customer acceptance of both its Isle and Lady Luck gaming brands.

        Targeted Growth Opportunities.    The Company also focused on the pursuit of growth through targeted acquisition and development opportunities. The Company was successful in two competitive development campaigns, being selected to build and operate new-build gaming entertainment facilities in both Missouri and Pennsylvania. In both jurisdictions, the Company was chosen by regulatory authorities to operate the final available state gaming license. Additionally, in fiscal 2011, the Company completed the acquisition of Rainbow Casino in Vicksburg, Mississippi.

        In Cape Girardeau, Missouri, the Company is constructing a $125 million facility expected to be complete late in calendar year 2012 and planned to feature 1,000 slot machines, 28 table games, four food and beverage outlets and a 750-seat event center. The Company has completed all necessary land acquisitions and demolition on the project site, and broke ground on construction in March 2011. The Company chose the Cape Girardeau location due to its strong regional demographic in a relatively underserved gaming market.

        In Pennsylvania, the Company was chosen to build and operate a new $50 million facility in Fayette County at the world-renowned Nemacolin Woodlands Resort, planned to feature 600 slot machines, 28 table games and several food and beverage outlets. The project, Lady Luck Casino at Nemacolin Woodlands Resort, was designed in close consultation with resort officials in order to achieve maximum synergy from this 2,000 acre resort complex that already serves over 350,000 visitors annually. The facility is planned as a build-out to an existing building on the resort complex. All necessary local permits to commence construction have been received. The Pennsylvania license is currently in the appeal stage, and the Company expects to complete construction of the facility approximately nine months following the completion of a recently filed appeal by a former competitor for the license.

        Overall, the Committee believes that the Company's fiscal 2011 results reflect the successful design and implementation of strategic initiatives that have led to favorable financial results during a difficult economic cycle, as well as the development of a solid platform for growth and share value.

        For a complete discussion of the Company's performance in fiscal 2011, reference should be made to Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's Annual Report on Form 10-K for the fiscal year ended April 24, 2011, a copy of which is included in the Annual Report to Stockholders delivered in connection with this Proxy Statement.

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Peer Group

        In April 2010, the Committee reviewed the peer group it had used for benchmarking purposes for fiscal 2010 executive compensation to determine whether any changes were warranted. The Committee determined, based on the recommendation of Towers Watson, our compensation consultant, that the peer group to be used for benchmarking purposes for executive compensation for fiscal 2011 would consist of the following publicly traded gaming/entertainment companies:

Ameristar Casinos, Inc.
Boyd Gaming Corporation
Gaylord Entertainment Company
Las Vegas Sands Corp.
MGM Resorts International
MTR Gaming Group, Inc.
Penn National Gaming, Inc.
Pinnacle Entertainment, Inc.
Vail Resorts, Inc.
Wynn Resorts, Limited

In addition, the Committee decided that it would consider any available compensation data from the following privately held companies:

Caesars Entertainment Corporation
Jacobs Entertainment, Inc.
Mohegan Tribal Gaming Authority
Peninsula Gaming, LLC

        Generally, the companies that make up the Company's peer group are its business competitors as well as its primary source of, and primary competition for, executive talent. Many of the Company's executives have been recruited from other gaming operators. In addition, since gaming and racing are highly regulated industries, it takes a high degree of experience and prior knowledge to provide effective oversight to multiple gaming and racing properties in a variety of jurisdictions. Also, many of the Company's executive officers are required to submit to extensive investigations conducted by the state police or an equivalent investigatory agency of their personal financial records, their character and their competency in order to be found "suitable" to serve in their respective capacities in each of the jurisdictions in which the Company operates. Accordingly, the pool for executives capable and willing to serve in an executive capacity in a publicly traded, multi-jurisdictional gaming and racing company tends to consist mostly of individuals who are already working within the gaming industry and among our peer group.

Executive Compensation Philosophy

        The Committee designed the executive compensation program to attract and retain superior executive talent, incentivize our executives to drive profitable growth and enhance long-term value for our stockholders. Key elements of the program include base salary and performance-based incentives (including both cash and equity opportunities).

        Key objectives of our executive compensation policy include:

•

Administering a competitive executive compensation program in which total compensation opportunities will be comparable to those in our peer group;



•

Relating total compensation opportunities for executives to the financial performance of the Company, both overall and in comparison to our industry; and

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•

Establishing and ensuring internal equity and measurements for organizational effectiveness/contribution of executives.

        The executive compensation program is designed to reward the achievement of difficult but fair performance criteria and enhance stock ownership among the executive team. The following principles provide the framework for the Company's executive compensation program:

•

Targeted total compensation

Overall total compensation opportunities and individual program elements are compared to our peer group. Actual pay may vary depending on the level of performance achieved under the Company's short- and long-term incentive programs.

A number of factors are considered when establishing targeted pay levels, including the value to our stockholders, future leadership potential, level of job responsibility, critical experience/skills, the level of sustained performance, and the market demands for talent.

•

Stockholder alignment

Total compensation opportunities are tied to quantifiable Company performance metrics and, through the use of equity awards, the Company's stock price.

•

Total compensation mix

The Committee believes that the total compensation mix should be heavily weighted towards performance-based compensation. The following table sets forth the percentage of total targeted compensation that was performance-based for the executives for fiscal 2011:

The Company's targeted pay mix (salary vs. performance-based incentive pay) is designed to reflect a combination of competitive market practices and strategic business needs. The degree of performance-based incentive pay ("at risk" compensation) and the level of total compensation opportunities increases with an executive's responsibility level, because executives that are at higher levels in the organization are more likely to affect the Company's results.

        The Committee analyzes market data and evaluates individual executive performance with a goal of setting compensation at levels it believes, based on its general business and industry knowledge and experience, are comparable with compensation levels of executives in other companies of similar size operating in the gaming industry. The Committee engages compensation consulting firms to provide guidance regarding competitive compensation practices, industry peer analysis and recommendations. Using this guidance and peer group compensation information as a point of reference, the Committee then focuses on the Company's and executives' individual performance in determining each component of annual compensation.

Overview of Executive Compensation Elements

        The use of multiple compensation elements enables the Company to reinforce its pay for performance philosophy as well as strengthen its ability to attract and retain high performing executive

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officers. The Company believes the combination of programs provides an appropriate mix of fixed and variable pay, balances short-term operational performance with long-term stockholder value creation, and facilitates executive recruitment and retention in a high-performance culture.

        The principle elements of the Company's executive compensation program are described below. Please see "Analysis of Fiscal 2011 Compensation" below for a discussion of the specific actions taken with respect to executive compensation for fiscal 2011.

        Base Salary.    Base salary compensates executives for competence in their roles. The base salary of each executive reflects a combination of factors, including competitive pay levels, the executive's experience and tenure, internal pay equity, the need to attract and retain excellent management talent, the Company's overall annual budget for merit increases and the executive's individual performance. The primary comparative reference point used by the Committee when setting salaries is the median of the peer group.

        Annual Incentive/Non-Equity.    The Committee adopted a new non-equity incentive plan for fiscal 2011. The plan is designed to encourage profitable performance and to reward and recognize individuals who directly affect and contribute to the achievement of that performance. The Committee believes that, by linking incremental incentive compensation to Company performance over which the plan participants have a substantial degree of influence, the plan will promote higher levels of productivity and substantial additional value for the Company's stockholders. In order to accomplish the objective of increased financial performance, the plan was designed to meet the following criteria:

•

Bonus amounts available to key corporate personnel directly relate to predetermined performance goals.



•

Outstanding achievement will result in outstanding rewards, i.e. the better the performance relative to the performance goals, the larger the incentive that participants will receive, subject to overall plan limitations.



•

Targeted bonus compensation is consistent with similar jobs in the regional casino industry.

        Participants in the plan have a specific target incentive opportunity defined as a percentage of their base salary. The target incentive opportunities were developed for each executive considering competitive practices and consistency with the Company's internal structure. The following table shows the target incentive opportunity for each executive for fiscal 2011:

        The plan provides that, for each fiscal year, the performance goals on which bonuses will be calculated are established by the Committee in its sole discretion using: (1) achievement of pre-determined Company financial goals and (2) a discretionary assessment of performance by the Committee. Each of these factors is independent of each other and weighted in the bonus calculation. The Committee sets a threshold level of financial performance that must be achieved for a participant to earn any bonus for the applicable fiscal year under the financial goal-based component of the plan. The bonus for financial performance will be calculated by determining the variance from the predetermined target performance. The bonus for the financial performance could range between 50% of the target opportunity, assuming a threshold level of performance is achieved, to 150% of the target

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opportunity based on the achievement of the maximum performance goals. For the portion of the bonus based on the discretionary performance assessment, general performance criteria will be identified at the beginning of each fiscal year. These performance criteria may include Company performance, functional area performance or individual performance as recommended by the Chief Executive Officer and approved by the Committee. At the end of the fiscal year a determination will be made as to the level of payout earned based on performance relative to the criteria identified at the beginning of the fiscal year. The bonus for the discretionary performance assessment could range between 50% of the target opportunity, assuming a threshold level of performance is achieved, to 150% of the target opportunity based on the achievement of the maximum performance goals.

        The annual incentive will be paid based on the achievement of the corporate financial performance goals and the discretionary assessment. The portion of the bonus for any fiscal year based on the financial performance goals shall be paid if the financial performance goals are achieved (i.e., there is no discretion). The portion of the bonus for any fiscal year based on the discretionary assessment may be paid in the discretion of the Committee, regardless of whether the financial performance goals were achieved.

        In addition to the above-described annual incentive plan, under a plan originally adopted by the Committee in fiscal 2009, the executives are eligible to receive in fiscal 2014 a one-time cash bonus based on the Company's financial performance over the five-year period ending with fiscal 2013. The plan was adopted by the Committee in order to incentivize the executives to take a long-term view of the business and to encourage retention. The Committee determined that operating free cash flow growth was the appropriate criteria because it takes into consideration financing decisions and capital allocation as well as operating results. The Committee established fiscal 2008 operating free cash flow of approximately $63 million as the base and set a threshold for each of the next five years of 12% compounded growth in operating free cash flow. If the Company does not achieve this threshold level of growth, then no bonus will be paid. In order to receive the bonus, the executive must be employed by the Company (or serving on the Company's Board of Directors) on the last day of fiscal 2013 and on the payment date in fiscal 2014. The bonuses will be paid in full upon the occurrence of a change in control.

        Long-Term Incentive/Equity.    The primary long-term incentive for executives is shares of restricted stock awarded pursuant to the Isle of Capri Casinos, Inc. 2009 Long-Term Incentive Plan. Until the shares vest they remain subject to forfeiture upon termination of employment and restrictions on transfer. If and when the shares vest, they are no longer "restricted," and the recipient is free to hold, transfer or sell them, subject to required tax withholding and compliance with applicable securities laws, our securities trading policy, our stock holding policy and any other legal requirements. The Committee's practice is to deliver 25% of the value of the long-term incentive in cash and 75% in shares of restricted stock. The rationale for paying 25% of the long-term incentive in cash is to promote and facilitate retention of the shares of restricted stock by providing cash to enable the award recipient to pay taxes if he or she chooses to do so. Long-term incentive awards with respect to a particular fiscal year are typically made within the first three months of the succeeding fiscal year. For example, the long-term incentive award for fiscal 2011 was awarded in July 2011 (during fiscal 2012).

        Prior to fiscal 2011, long-term incentive awards were awarded based on the Company meeting a certain threshold level of performance for that fiscal year. Beginning with fiscal 2011, long-term incentive awards are awarded based on a combination of three-year total stockholder return (60%) and the Committee's discretion (40%). Total stockholder return ("TSR") of the Company is measured

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against the TSR of other regional gaming companies and the Russell 2000 Index. The relative TSR goals are set forth in the below table:

The Committee believes that the performance-based plan motivates and rewards long-term stockholder value creation and individual performance and allows the Company to attract and retain key management talent. Each executive in the performance-based plan has a specified target annual award opportunity based on the total compensation mix established by the Committee for each executive.

        For fiscal 2011, the Committee established a targeted long-term incentive award for each executive as follows:

The targets were developed by considering competitive practices and consistency.

        Deferred Compensation.    The Company does not maintain any defined benefit pension programs for its executives. Instead, consistent with the competitive practices of the Company's peer group, the Company maintains an elective non-qualified deferred compensation plan for executives. None of the executives participated in this plan in fiscal 2011.

        Benefits and Perquisites.    The Committee believes that executives should be offered customary benefits and perquisites that are reasonable relative to the benefits provided to all employees and consistent with competitive practices among the Company's peer group. The standard benefits offered to all of the Company's employees include medical, dental and vision insurance, group life insurance, short and long-term disability and a 401(k) with certain contributions matched by the Company. In addition, all executives are enrolled in the Medical Executive Reimbursement Plan (the "MERP") in which an allocation in amount up to 5% of each executive's base salary aids with payment of certain medical expenses other than premiums. All such supplemental benefits and perquisites are subject to applicable federal, state and local taxation. The benefit paid under the MERP is grossed-up for taxes.

Role of Executive Officers and Board of Directors in Compensation Decisions

        The Chief Executive Officer assists the Committee in making compensation decisions for the executives primarily by making recommendations and evaluating day-to-day performance of the executives. The Chief Executive Officer and other executives do not play a role in determining their own compensation and are not present at the executive sessions in which their pay is discussed.

        The Committee's analysis and determinations are reported to the Board of Directors for ratification.

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Role of Compensation Consultant

        Since 2008, the Committee has engaged the firm of Towers Watson (formerly known as Watson Wyatt) as the Committee's independent compensation consultant. Generally, Towers Watson performs the following duties for the Committee:

•

Review of compensation philosophy, peer group and competitive positioning for reasonableness and appropriateness;



•

Review of executive compensation program and plans or practices that might be changed to improve effectiveness;



•

Select and review the peer group and survey data for competitive comparisons;



•

Review the Compensation Discussion and Analysis and compensation tables for inclusion in our proxy statement; and



•

Advise the Committee on best-practice ideas for executive compensation as well as areas of concern and risk in the Company's program.

Towers Watson receives no fees or compensation from the Company for services other than for its services as compensation consultant.

Analysis of Fiscal 2011 Compensation

        Base Salary.    The base salaries for the executives for fiscal 2011 were unchanged from fiscal 2010. After reviewing the base salaries of the Company's peer group and consideration of the other factors noted above, the Committee determined that the fiscal 2010 base salary of each executive officer generally continued to be competitive, fair and reasonable. Set forth below are the base salaries for fiscal 2011 for the executives:

        The actual salary paid to the Chairman and Chief Executive Officer in fiscal 2011 was $618,000 as a result of the voluntary 25% reduction Mr. Perry requested in November 2008.

        Assuming performance at target, set forth below is the total targeted compensation for each of the executives established by the Committee for fiscal 2011:

        Annual Incentive/Non-Equity.    For fiscal 2011, the Committee determined that 80% of each executive's non-equity bonus would be determined based on the Company's financial performance and 20% would be determined by the Committee in its discretion based on the executive's performance. As

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discussed above, each component is independent of the other. The Committee determined that this weighting provided the appropriate balance between quantitative financial performance of the Company and qualitative executive performance.

        With respect to the financial component, the Committee determined that the appropriate measure of the Company's performance for fiscal 2011 would be reported earnings before taxes, as adjusted for non-cash charges, write-offs and the impact of other one time or unusual items and equity issuances ("EBT"). The Committee selected EBT because it believed that compensating the executives for generating a pre-tax profit most directly aligned the executives with the stockholders. The Committee also established the following payout relationship for the financial component for fiscal 2011:

If actual performance is between defined payout points, the actual earned incentive will be determined on a straight-line basis.

        For fiscal 2011, the Company achieved 89.4% of the EBT target established by the Committee, which correlated to a payout of 73.6% of the financial component of the bonus.

        With respect to the discretionary component, each of the executives established individual goals and objectives for fiscal 2011 and communicated those goals and objectives to the Committee. At the conclusion of the fiscal year, the Committee measured each executive's accomplishments against the previously established goals and objectives and also took into consideration other accomplishments of each executive. For fiscal 2011, the Committee concluded that Messrs. Perry, Black and Quatmann and Ms. McDowell achieved 82.5% of their discretionary target and Mr. Keller achieved 150% of his discretionary target. The Committee determined that Mr. Keller was instrumental in the Company being selected for new casino development projects in Missouri and Pennsylvania.

        Having determined Company performance under the financial component and each executive's performance under the discretionary component, the Committee paid cash bonuses to the executives for fiscal 2011 as follows:

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Long-Term Incentive/Equity.

        For performance in fiscal 2011, as described above in "—Overview of Executive Compensation Elements—Long-Term Incentive/Equity", each executive's award was 60% based on total stockholder return for the three fiscal years ending with fiscal 2011 and 40% based on the discretion of the Committee. For the three fiscal years ending with fiscal 2011, the Company's total stockholder return was approximately 12.5%—which was the highest return of the regional gaming companies and approximately 7.5% higher than the return of the Russell 2000 Index. Accordingly, the payout on the TSR component was approximately 188.5% of target. With respect to the discretionary component, the Committee awarded Ms. McDowell approximately 56% of target and Messrs. Black, Quatmann and Keller approximately 50% of target. The Committee determined that, based on the relative size of the financial component, this was an appropriate exercise of discretion. In light of his retirement as the Company's chief executive officer, Mr. Perry requested, and the Committee agreed, that he not receive a long-term incentive award as a result of his service as chief executive officer in fiscal 2011. The calculation of each executive's award is set forth below:

The total amount above for each executive was then adjusted based on the prior 20-day average stock price of the Company and the Committee granted long-term incentive awards to the executives in July 2011 as follows:

Employment Agreements

        The Company generally seeks to enter into employment agreements with vice presidents and above and with the general manager of each of its gaming properties. In arriving at this determination, the Company sought to minimize the number of individuals with whom it had employment agreements while at the same time achieving the objectives set forth below. Relevant to this approach, the Company considers the standard competitive practices in the gaming industry.

        There are a number of strategic objectives that the Company expects to achieve by entering into employment agreements with certain key employees:

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Attract and retain talented executives;



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Limit potential liability emanating from the termination of executives, including the total severance that may be paid to an executive in the event that the Company elects to terminate him or her without cause;

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•

Provide an effective retention mechanism; and



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Provide the Company with effective and comprehensive protection of its strategic plans, intellectual property and human capital.

        Some of the key terms of the Company's employment agreements with executives are:

        Term.    The term of the employment agreements for the executives is one year; provided however that the term of the employment agreement for each of Ms. McDowell as president and chief executive officer and Mr. Perry as executive chairman is three years. The employment agreements renew for successive one-year terms unless notice is provided or the agreement is terminated earlier. The Company believes that the term of each employment term represents a reasonable period for which the Company and the executive will mutually commit to maintain the employment relationship. For the Company, this provides stability and predictability among its leadership ranks. For the executive, this provides a reasonable but limited assurance of job security designed to foster an environment of entrepreneurial risk taking where the executive can focus on building long-term stockholder value.

        Termination and Restrictive Covenants.    The Company offers certain additional payments to its executives if the Company elects to terminate the executive's employment without "cause" or as a result of death or total disability. Each employment agreement contains a set of restrictive covenants designed to provide the Company with a reasonable degree of protection of its strategic plans, intellectual property and human capital. Generally, each employment agreement contains prohibitions on (i) competition, (ii) solicitation of employees, and (iii) disclosure and use of confidential information, which prohibitions remain in place for one year following termination. The Board selected this time period based on its determination about the extent to which each individual's tenure with, and knowledge of, the Company might be used to adversely impact the Company's strategic plans, intellectual property or human capital.

        Change in Control.    In the event of a change in control, each executive is entitled to receive certain additional payments if employment is terminated. The Company believes that these payments provide an effective retention mechanism in connection with a change in control.

        For a detailed discussion of the terms contained in each executive's employment agreement, please refer to page 40 below.

Other Compensation Policies

Equity Awards Policy

        The Committee's procedure for timing of equity awards helps to provide assurance that grants are never manipulated or timed to result in favorable pricing for executives. Generally equity awards are awarded by the Committee as a dollar value, from which the number of shares awarded is determined based on the prior 20-day average stock price. The Company schedules Board of Directors and Committee meetings in advance. Meeting schedules and award decisions are made without regard to the timing of Company SEC filings or press releases. Equity awards are generally granted on the date approved by the Committee or, in the case of new hires, pursuant to the terms of an employment agreement.

Stock Holding Policy

        The Committee encourages executives to manage from an owner's perspective by having and maintaining an equity stake in the Company. To that end, all of our executives are also stockholders of the Company. In January 2009, the Board of Directors adopted the Isle of Capri Casinos, Inc. Stock Holding Policy. The Stock Holding Policy provides that members of the Board of Directors and certain members of management are required to hold a certain percentage of the shares of our common stock

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received by them upon lapse of the restrictions on restricted stock and upon exercise of stock options (net of any shares utilized to pay for tax withholding and the exercise price of the option). The percentage ranges from 20% for our general managers to 50% for members of our Board of Directors, our chief executive officer and her or his direct reports.

Impact of Prior Compensation

        Amounts realized from prior compensation grants did not serve to increase or decrease fiscal 2011 compensation grants or amounts. The Company's and the Committee's primary focus is competitive pay opportunities on an annual basis.

Risk Management Practices and Risk-Taking Incentives

        The Committee evaluated the Company's compensation policies and practices for all senior vice presidents and above to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company. The Committee believes that the Company's compensation programs do not encourage excessive risk taking and, thus, do not create risks that are reasonably likely to have a material adverse effect on the Company for several reasons, including the following:

•

Significant portion of pay opportunity is in the form of variable pay;



•

Appropriate balance of short and long-term incentives;



•

Performance metrics create balance between annual profitability and long-term value creation (TSR);



•

Incentive plans are not 100% formulaic and provide for Committee discretion;



•

Caps on incentive plan opportunities;



•

Equity awards based on multi-year performance, with overlapping performance periods; and



•

Stock holding policy promotes long-term ownership of shares of common stock and alignment of interests with stockholders.

        Based on its analysis, the Committee believes the Company's compensation policies enhance the Company's business interests by encouraging innovation and appropriate levels of risk taking.

Tax Deductibility of Compensation Programs

        Section 162(m) of the Code limits our deduction for compensation paid to the executives to $1 million unless certain requirements are met. The policy of the Committee with regard to Section 162(m) of the Code is to establish and maintain a compensation program that will optimize the deductibility of compensation. The Committee reserves the right to use its judgment, where merited by the Committee's need for flexibility to respond to changing business conditions or by an executive's individual performance, to authorize compensation that may not, in a specific case, be fully deductible.

Fiscal 2012 Compensation Actions

        In April 2011, the Committee reviewed the peer group to determine whether any changes were warranted from the prior year's peer group. For fiscal 2012, the Committee determined, based on Towers Watson's recommendation, that the peer group for fiscal 2012 would remain the same as fiscal 2011, except that the Committee added Trump Entertainment Resorts to the peer group for informational purposes.

        In July 2011, the Committee reviewed the base salaries for the executives and compared them to the peer group. The Committee also took into consideration that the Committee had elected not to

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change executive base salaries for fiscal 2011. The Committee determined, based on the median compensation levels of the regional gaming companies in the peer group, that it would be appropriate to adjust executive base salaries for fiscal 2012. Set forth below are the base salaries for fiscal 2012 and the percentage change from fiscal 2011:

        The fiscal 2012 base salary for Ms. McDowell reflects her new position of chief executive officer. Mr. Perry, the Company's chairman and chief executive officer for fiscal 2011, will remain with the Company as executive chairman beginning in fiscal 2012.

Stock Option and Compensation Committee Report on Executive Compensation

        The Stock Option and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement and, based on such review and discussions, the Stock Option and Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

By: The Stock Option and Compensation Committee:

Gregory J. Kozicz, Chairman
W. Randolph Baker
Alan J. Glazer
Lee S. Wielansky

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Summary Compensation Table

        The following table sets forth information concerning the compensation earned during the fiscal year ended April 24, 2011 by the Company's principal executive officer, principal financial officer, and three other most highly compensated individuals serving as executive officers on the last day of such fiscal year (collectively, the "Named Executive Officers"). Additionally, to the extent the Named Executive Officer was included in the table for such fiscal year, the table also includes compensation earned during the fiscal years ended April 25, 2010 and April 26, 2009. The table reflects executive titles as of April 24, 2011, the last day of fiscal 2011.

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Grants of Plan-Based Awards

        The following table sets forth certain information regarding grants of plan-based awards during fiscal 2011:

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Outstanding Equity Awards at Fiscal Year-End

        The following table sets forth information concerning outstanding equity awards as of April 24, 2011, the last day of fiscal 2011:

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Potential Payments Upon Termination or Change of Control

        The information below describes and quantifies compensation that would become payable under existing arrangements in the event of a termination of each Named Executive Officer's employment under several different circumstances or a change in control. The amounts shown assume that such termination or change in control was effective as of April 24, 2011, and thus include amounts earned through such time and are estimates of the amounts that would be paid to the Named Executive Officers upon their termination or a change in control. The actual amounts to be paid can only be determined at the time of such Named Executive Officer's separation from the Company or a change in control.

        The following tables quantify the amounts payable to each of the Named Executive Officers under the described termination circumstances and upon a change in control.

James B. Perry

Dale R. Black

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