Cedar Fair, L.P. (FUN)

Compensation Philosophy and Objectives

Our compensation program is designed to incentivize our key employees to drive superior results, to give key employees a proprietary and vested interest in our growth and performance, and to enhance our ability to attract and retain exceptional managerial talent upon whom, in large measure, our sustained growth, progress and profitability depend. Our compensation structure rewards successful individual performance and considers the operating results of the Partnership as well as the operating results on a park-by-park basis. Our compensation structure is flexible and allows us to respond to changes in our industry and business environment.

The objectives of our compensation program are:

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We believe that our compensation levels are effective at retaining and attracting top executives. For example, the five named executive officers have an aggregate of 113 years of service with us. Each has held various positions and been elevated within the Partnership. We continually reassess our compensation levels, benefits and incentive opportunities as we consider the best methods to recruit, reward and retain key personnel.

Because we mix different types of compensation, consider various factors in assessing performance and retain, at the Compensation Committee level, discretion in certain compensation matters, we believe that our compensation program does not encourage our executives to take unreasonable risks with respect to our business.

Compensation Philosophy and Objectives

Our compensation program is designed to give key employees a proprietary and vested interest in our growth and performance, to generate an increased incentive to contribute to our future success and to enhance our ability to attract and retain exceptional managerial talent upon whom, in large measure, our sustained growth, progress and profitability depend. Our compensation structure rewards successful individual performance and considers the operating results of the Partnership as well as the operating results on a park-by-park basis. Our compensation structure is flexible and allows us to respond to changes in our industry and business environment.

The objectives of our compensation program are:

We believe that our compensation levels are effective at retaining and attracting top executives. For example, the five named executive officers have an aggregate of 113 years of service with us. Each has held various positions and been elevated within the Partnership. We continually reassess our compensation levels, benefits and incentive opportunities as we consider the best methods to recruit, reward and retain key personnel. This past year, in connection with changes required by Section 409A of the Internal Revenue Code, we undertook a comprehensive review of our change in control plan (which was originally adopted in 1995), our supplemental retirement plan and our incentive plans to determine whether these plans met our current needs. As a result of this review, we amended all of the abovementioned plans as well as the existing employment agreements with our executive officers. These amendments are discussed in detail under “Narrative to Summary Compensation and Grants of Plan Based Awards Tables” and “Potential Payments Upon Termination or Change in Control” in this proxy statement.

We also decided to streamline and consolidate our incentive compensation plans. The three plans that we currently have in place have been consolidated into the 2008 Omnibus Incentive Plan that we are recommending for your approval at the annual meeting. Please see “Proposal 2. Adoption of the 2008 Omnibus Incentive Plan” in this proxy statement for additional details regarding our recommendation.

Finally, we adopted the 2008 Supplemental Retirement Plan for executives in February 2008. This 2008 plan is in addition to our already existing supplemental retirement plan. However, as discussed later in this proxy statement, our existing supplemental retirement plan was put into place in 1992 and was not open to additional participants. Of our current named executive officers, only Messrs. Kinzel and Falfas participate, but no allocations have been made into that plan since May 2004. This plan will continue in effect with respect to its current participants, but our executives, including Mr. Falfas, will have the opportunity to participate in the 2008 Supplemental Retirement Plan. This plan will provide an additional retirement benefit to certain officers. As of February 2008, Messrs. Falfas, Crage, and Decker were designated by the Board to participate in the plan. Messrs. Falfas’s and Crage’s accounts were credited with $100,000 for the 2008 plan year, and Mr. Decker’s account was credited with $50,000.

Compensation Philosophy and Objectives

Our compensation program is designed to give key employees a proprietary and vested interest in our growth and performance, to generate an increased incentive to contribute to our future success and to enhance our ability to attract and retain exceptional managerial talent upon who, in large measure, our sustained growth, progress and profitability depend. Our compensation structure rewards successful individual performance and considers the operating results of the Partnership as well as the operating results on a park-by-park basis. Our compensation structure is flexible and allows us to respond to changes in our industry and business environment.

The objectives of our compensation program are:

This year we acquired Paramount Parks, Inc. and added five new amusement parks, including: Canada’s Wonderland near Toronto, Canada; Kings Island near Cincinnati, Ohio; Kings Dominion near Richmond, Virginia; Carowinds near Charlotte, North Carolina; and Great America located in Santa Clara, California. We also acquired Star Trek: The Experience, an interactive adventure located in Las Vegas, and a

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management contract for Gilroy Gardens Family Theme Park (formerly known as Bonfante Gardens) in Gilroy, California. With these acquisitions, we are now 18 distinct locations covering a much larger and diversified footprint. We have created regional designations for our parks based on their geographical location and have reorganized our management to effectively integrate the newly acquired parks.

In the nine months since the acquisition, we have reexamined our compensation philosophy and objectives in light of our increased size and the expanded responsibility of our management team. While our objectives remain the same, we anticipated at the time of the acquisition that our compensation levels would need to be adjusted for certain key employees. We hired two consulting firms to examine our compensation policies and practices as compared to companies of our size after the acquisition. Our work with these consultants is described below. We also met with outside experts regarding entering into employment agreements with certain of our senior management. Although we have previously only maintained an employment agreement with our chief executive officer, we now believe that retaining certain other key personnel is instrumental to our success in integrating the newly acquired parks and maximizing positive results for our unitholders. Therefore, we have entered into employment agreements with certain of our named executive officers. See the narrative in the “Summary Compensation Table” section of this proxy statement for a discussion of these agreements.

As we continue to integrate and work with the newly acquired parks, we anticipate that there may be additional changes to our compensation policies as we consider other methods to recruit, reward and retain key personnel.