Cedar Fair, L.P. (FUN)

A.5    Establishment of Accounts.

(a)      Establishment of Accounts.      An account shall be established for each Participant who defers an Award under this Schedule A (“Account”). Deferred Awards attributable to a Participant’s deferral elections shall be allocated to the Participant’s Account at the time that such Award would otherwise have been paid had no election to defer been made.

To facilitate the operation of this Schedule A, the Committee may direct the establishment and maintenance of sub-accounts within a Participant’s Account. Accounts shall continue to be maintained until paid out pursuant to the terms of this Schedule A.

(b)      Deemed Investments.      The Committee, in its discretion, may specify certain investments, including one or more investment options under a qualified plan maintained by the Company or an Affiliate, and may invest amounts deferred under the Plan in such investments (collectively, the “investment options”) at their then current fair market value. The Committee is not obligated to make these or any other particular investment options available or, if made available at any one time, to continue to make them available. All investments shall at all times continue to be a part of the Company’s or Affiliate’s or CFMI’s general assets for all purposes. A Participant will have no rights as a shareholder, including voting rights, with respect to the investment options representing his Account.

If the Committee makes any investment options available to Participants, each Participant may be permitted to direct how his Account is invested among the investment options at the time deferral elections are made. The Committee may also allow Participants to change or reallocate investment options for their Accounts, from time to time. If applicable, the Committee will deem a Participant’s Accounts to be invested in accordance with the Participant’s directions as soon as practicable after the Committee has deemed such amount to have been earned. Any deemed purchases shall be at the then current fair market value.

(c)      Earnings and/or Losses.      At least once each calendar year while a Participant has a credit balance in his Account, the Committee shall credit Accounts with earnings and/or losses, if any, for the period since the last such crediting and determine the value of each Participant’s Account at such time. The earnings and/or losses may either be credited on the basis of the earnings and/or losses allocable to the Participant’s directed portion of the investment options, if any, Units, or a predetermined reasonable interest rate, as specified by the Committee prior to the applicable calendar year. The Committee also reserves the right to adjust the earnings (or losses)

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credited to Accounts and to determine the value of Accounts as of any date to reflect the Company’s and/or Affiliate’s and/or CFMI’s tax and other costs of providing the Plan.

A.5    Establishment of Accounts.

(a)      Establishment of Accounts.      An account shall be established for each Participant who defers an Award under this Schedule A (“Account”). Deferred Awards attributable to a Participant’s deferral elections shall be allocated to the Participant’s Account at the time that such Award would otherwise have been paid had no election to defer been made.

To facilitate the operation of this Schedule A, the Committee may direct the establishment and maintenance of sub-accounts within a Participant’s Account. Accounts shall continue to be maintained until paid out pursuant to the terms of this Schedule A.

(b)      Deemed Investments.      The Committee, in its discretion, may specify certain investments, including one or more investment options under a qualified plan maintained by the Company or an Affiliate, and may invest amounts deferred under the Plan in such investments (collectively, the “investment options”) at their then current fair market value. The Committee is not obligated to make these or any other particular investment options available or, if made available at any one time, to continue to make them available. All investments shall at all times continue to be a part of the Company’s or Affiliate’s or CFMI’s general assets for all purposes. A Participant will have no rights as a shareholder, including voting rights, with respect to the investment options representing his Account.

If the Committee makes any investment options available to Participants, each Participant may be permitted to direct how his Account is invested among the investment options at the time deferral elections are made. The Committee may also allow Participants to change or reallocate investment options for their Accounts, from time to time. If applicable, the Committee will deem a Participant’s Accounts to be invested in accordance with the Participant’s directions as soon as practicable after the Committee has deemed such amount to have been earned. Any deemed purchases shall be at the then current fair market value.

(c)      Earnings and/or Losses.      At least once each calendar year while a Participant has a credit balance in his Account, the Committee shall credit Accounts with earnings and/or losses, if any, for the period since the last such crediting and determine the value of each Participant’s Account at such time. The earnings and/or losses may either be credited on the basis of the earnings and/or losses allocable to the Participant’s directed portion of the investment options, if any, Units, or a predetermined reasonable interest rate, as specified by the Committee prior to the applicable calendar year. The Committee also reserves the right to adjust the earnings (or losses)

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Table of Contents

credited to Accounts and to determine the value of Accounts as of any date to reflect the Company’s and/or Affiliate’s and/or CFMI’s tax and other costs of providing the Plan.

A.5. Establishment of Accounts.

(a) Background. In order to comply with the requirements of Section 409A and to facilitate administration of nonqualified deferrals thereunder, the deferred accounts under the Plan have been bifurcated effective January 1, 2005.

Committee deferral procedures, as in effect on October 3, 2004 (“Frozen Procedures”), have been frozen and shall not be modified except as permitted under Section 409A so as to preserve the grandfathered status of deferrals and related earnings thereunder. Deferrals retained under the Frozen Procedures shall be those Cash Incentive Awards earned and vested as of December 31, 2004, as well as income attributable to such grandfathered awards.

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Cash Incentive Awards earned or vested after December 31, 2004, including those for 2005, 2006, and 2007, although technically deferred under the Frozen Procedures, have been made and administered in good faith in accordance with the requirements of Section 409A. Such non-grandfathered deferrals of Cash Incentive Awards and related earnings have been transferred to, and have become part of, accounts under this Schedule A.

(b) Establishment of Accounts. Beginning with the performance period beginning on or after January 1, 2005, there shall be established for each Participant who deferred or defers a Cash Incentive Award an account under this Schedule A (“Account”). An Account shall also be established for any Participant with undistributed deferrals under the Frozen Procedures that are not eligible for grandfathered treatment under Section 409A.

Deferred Awards attributable to a Participant’s deferral elections shall be allocated to the Participant’s Account at the time that such Award would otherwise have been paid had no election to defer been made.

In addition, the Account of a Participant, as well as any Participant or former Participant in the Frozen Procedures, shall be credited with (i) that portion, if any, of his undistributed account balance under the Frozen Procedures not eligible for grandfathered treatment under Section 409A, and (ii) deferrals for calendar years 2005, 2006, and 2007, which were made and administered in good faith in accordance with the requirements of Section 409A, and corresponding debits shall be made to the applicable account balance under the Frozen Procedures.

To facilitate the operation of this Schedule A, the Committee may direct the establishment and maintenance of sub-accounts within a Participant’s Account (for example, a sub-account for transfers of amounts from the Frozen Procedures). Accounts shall continue to be maintained until paid out pursuant to the terms of this Schedule A.

(c) Deemed Investments. The Committee, in its discretion, may specify certain investments, including one or more investment options under a qualified plan maintained by the Company or an Affiliate, and may invest amounts deferred under the Plan in such investments (collectively, the “investment options”) at their then current fair market value. The Committee is not obligated to make these or any other particular investment options available or, if made available at any one time, to continue to make them available. All investments shall at all times continue to be a part of the Company’s or Affiliate’s or CFMI’s general assets for all purposes. A Participant will have no rights as a shareholder, including voting rights, with respect to the investment options representing his Account.

If the Committee makes any investment options available to Participants, each Participant may be permitted to direct how his Account is invested among the investment options at the time deferral elections are made. The Committee may also allow Participants to change or reallocate investment options for their Accounts, from time to time. If applicable, the Committee will deem a Participant’s Accounts to be invested in accordance with the Participant’s directions as soon as practicable after the Committee has deemed such amount to have been earned. Any deemed purchases shall be at the then current fair market value.

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(d) Earnings and/or Losses. At least once each calendar year while a Participant has a credit balance in his Account, the Committee shall credit Accounts with earnings and/or losses, if any, for the period since the last such crediting and determine the value of each Participant’s Account at such time. The earnings and/or losses may either be credited on the basis of the earnings and/or losses allocable to the Participant’s directed portion of the investment options, if any, or a predetermined reasonable interest rate, as specified by the Committee prior to the applicable calendar year. The Committee also reserves the right to adjust the earnings (or losses) credited to Accounts and to determine the value of Accounts as of any date to reflect the Company’s and/or Affiliate’s and/or CFMI’s tax and other costs of providing the Plan.

A.5. Establishment of Accounts.

(a) Background. In order to comply with the requirements of Section 409A and to facilitate administration of nonqualified deferrals thereunder, the deferred accounts under the Plan have been bifurcated effective January 1, 2005.

Committee deferral procedures, as in effect on October 3, 2004 (“Frozen Procedures”), have been frozen and shall not be modified except as permitted under Section 409A so as to preserve the grandfathered status of deferrals and related earnings thereunder. Deferrals retained

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under the Frozen Procedures shall be those Awards earned and vested as of December 31, 2004, as well as income attributable to such grandfathered Awards.

Awards earned or vested after December 31, 2004, including those for 2005, 2006, and 2007, although technically deferred under the Frozen Procedures, have been made and administered in good faith in accordance with the requirements of Section 409A. Such non-grandfathered deferrals of Awards and related earnings have been transferred to, and have become part of, accounts under this Schedule A.

(b) Establishment of Accounts. Beginning with the performance period beginning on or after January 1, 2005, there shall be established for each Participant who deferred or defers an Award an account under this Schedule A (“Account”). An Account shall also be established for any Participant with undistributed deferrals under the Frozen Procedures that are not eligible for grandfathered treatment under Section 409A.

Deferred Awards attributable to a Participant’s deferral elections shall be allocated to the Participant’s Account at the time that such Award would otherwise have been paid had no election to defer been made.

In addition, the Account of a Participant, as well as any Participant or former Participant in the Frozen Procedures, shall be credited with (i) that portion, if any, of his undistributed account balance under the Frozen Procedures not eligible for grandfathered treatment under Section 409A, and (ii) deferrals for calendar years 2005, 2006, and 2007, which were made and administered in good faith in accordance with the requirements of Section 409A, and corresponding debits shall be made to the applicable account balance under the Frozen Procedures.

To facilitate the operation of this Schedule A, the Committee may direct the establishment and maintenance of sub-accounts within a Participant’s Account (for example, a sub-account for transfers of amounts from the Frozen Procedures). Accounts shall continue to be maintained until paid out pursuant to the terms of this Schedule A.

(c) Deemed Investments. The Committee, in its discretion, may specify certain investments, including one or more investment options under a qualified plan maintained by the Company or an Affiliate, and may invest amounts deferred under the Plan in such investments (collectively, the “investment options”) at their then current fair market value. The Committee is not obligated to make these or any other particular investment options available or, if made available at any one time, to continue to make them available. All investments shall at all times continue to be a part of the Company’s or Affiliate’s or CFMI’s general assets for all purposes. A Participant will have no rights as a shareholder, including voting rights, with respect to the investment options representing his Account.

If the Committee makes any investment options available to Participants, each Participant may be permitted to direct how his Account is invested among the investment options at the time deferral elections are made. The Committee may also allow Participants to change or reallocate investment options for their Accounts, from time to time. If applicable, the Committee will deem a Participant’s Accounts to be invested in accordance with the Participant’s directions as

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soon as practicable after the Committee has deemed such amount to have been earned. Any deemed purchases shall be at the then current fair market value.

(d) Earnings and/or Losses. At least once each calendar year while a Participant has a credit balance in his Account, the Committee shall credit Accounts with earnings and/or losses, if any, for the period since the last such crediting and determine the value of each Participant’s Account at such time. The earnings and/or losses may either be credited on the basis of the earnings and/or losses allocable to the Participant’s directed portion of the investment options, if any, Units, or a predetermined reasonable interest rate, as specified by the Committee prior to the applicable calendar year. The Committee also reserves the right to adjust the earnings (or losses) credited to Accounts and to determine the value of Accounts as of any date to reflect the Company’s and/or Affiliate’s and/or CFMI’s tax and other costs of providing the Plan.