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1.	To elect three (3) Class III Directors of the general partner to serve for a three-year term expiring in 2017 from those nominees nominated in accordance with our Partnership Agreement.

2.	To confirm the appointment of Deloitte & Touche LLP as our independent registered public accounting firm.

3.	To hold an advisory vote to approve the compensation of our named executive officers.

4.	To transact such other business as may properly come before the meeting.

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•	elect three (3) Class III Directors of the general partner to serve for a three-year term expiring in 2017 from those nominees nominated in accordance with our Partnership Agreement;

•	confirm the appointment of Deloitte & Touche LLP as our independent registered public accounting firm;

•	hold an advisory vote to approve the compensation of our named executive officers; and

•	vote on any other matters that may be properly raised at the annual meeting.

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•	Increased the performance threshold for the payout under our short term incentive program from 85% to 90% of target consolidated Adjusted EBITDA goal for the annual cash incentive program with no payout under such program if the threshold is not met or if we are unable to pay distributions to our unitholders due to loan covenants;

•	Improved share usage efficiency and increased alignment of management's financial interest with unitholder interests through long-term incentive program modifications, including adjusting the mix of long-term incentive compensation to eliminate the utilization of unit options and increase performance units to 60% and time based restricted units to 40% of the equity compensation mix.

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•	Matthew A. Ouimet, our President and Chief Executive Officer

•	Brian C. Witherow, our Executive Vice President and Chief Financial Officer

•	Richard A. Zimmerman, our Chief Operating Officer

•	H. Phillip Bender, our Executive Vice President, Operations

•	Duffield E. Milkie, our Corporate Vice President, Secretary and General Counsel

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•	Record net revenues of $1.135 billion, up 6% from 2012;

•	Record Adjusted EBITDA of $425.4 million representing a 9% increase from 2012;

•	In November of 2013 we announced that in 2014 our annual cash distribution would increase by 12% to $2.80 per limited partner unit, up from $2.50 per unit in 2013;

•	Our unit price increased 48% from December 31, 2012 to December 31, 2013; and

•	We produced a total return to investors of 56% from December 31, 2012 to December 31, 2013.

•	A majority of named executive officer compensation is contingent on corporate performance;

•	Mandatory unit ownership guidelines of four times salary for our Chief Executive Officer and two times for his direct reports;

•	Compensation clawback provision for our Chief Executive Officer and his direct reports;

•	Elimination of excise tax “gross ups”; and

•	Anti-hedging policy that restricts executive officers and directors from engaging in certain transactions such as puts or calls relating to the Partnership’s securities.

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•	Increased the minimum threshold from 85% to 90% for the target consolidated Adjusted EBITDA goal for our annual cash incentive program, with no payout under the program if the threshold is not met or if we are unable to pay distributions to our unitholders due to loan covenants;

•	Modified the Long-Term Incentive Program to eliminate the utilization of options and change the long-term incentive mix in 2014 to 60% performance units and 40% time-based restricted units; and

•	Supplemented Mr. Ouimet's 2014 Long-Term Incentive Program awards with a performance-based retention unit award tied to unitholder return versus our peer group and with a longer vesting schedule.

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(1)

The amounts in column (e) reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of unit-based awards other than options granted during the fiscal year ended December 31, 2013, 2012 or 2011, as applicable, pursuant to the 2008 Omnibus Incentive Plan. The 2013 amount for each executive includes the grant date fair value for the February 2013 restricted unit awards and the February 2013 performance unit awards for the 2013-2015 performance period. The amounts included in the table for the 2013-2015 performance unit awards were computed based on the probable outcome of the performance conditions for the awards on the grant date (i.e., the target level of performance). The ASC Topic 718 grant date fair values of the 2013-2015 performance unit awards by executive assuming target and maximum levels of performance are as follows: Mr. Ouimet - $849,998 (target), $1,274,997 (maximum); Mr. Witherow - $188,002 (target), $282,003 (maximum); Mr. Zimmerman - $228,499 (target), $342,749 (maximum); Mr. Bender - $125,630 (target), $188,445 (maximum); and Mr. Milkie - $125,630 (target), $188,445 (maximum).

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(2)

The amounts in column (f) reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of unit options awarded to the named executive officers in the applicable year. Assumptions used in the calculation of these amounts are discussed in Note 7 to the Partnership's audited financial statements for the fiscal year ended December 31, 2013, included in the Partnership's Form 10-K filed with the Securities and Exchange Commission on February 26, 2014.

(3)	The amounts in column (g) reflect cash incentive awards to the named executive officers for 2013, 2012 and 2011. See the discussion under “Cash Incentive Program Awards and Bonuses” on page 27 for additional information.

(4)

The amounts shown in column (i) reflect, for each named executive officer, 401(k) matching contributions of 3% of pay and reflect profit sharing contributions of 4% of pay up to the respective limitations imposed under rules of the Internal Revenue Service. The 2013 profit sharing contributions for each named executive officer were approximately $12,520. The amounts in column (i) also reflect, for each named executive officer for whom the total value of perquisites received in a given year was at least $10,000, the aggregate value of perquisites received in that year. The 2013 amount shown in column (i) for Mr. Ouimet includes the aggregate value of the following: supplemental compensation earned for 2013 under Mr. Ouimet's employment agreement ($50,000); amounts paid by the company during contract negotiations; and discounts on Partnership products and services. See “Employment Agreements” for additional discussion of Mr. Ouimet's employment agreement. The 2013 amount shown in column (i) for Mr. Witherow includes the cost of a physical exam. The 2013 amount shown in column (i) for Mr. Zimmerman includes the cost of a physical exam and relocation expenses. For additional discussion of contributions that we make for our named executive officers under our Retirement Savings Plan and of perquisites we provide our named executive officers, see “Compensation Discussion and Analysis - Elements of 2013 Executive Compensation - Retirement Programs” and “Compensation Discussion and Analysis - Elements of 2013 Executive Compensation - Perquisites and Supplemental Compensation.”

(5)

The value attributable to the personal use of company-provided automobiles (calculated in accordance with Internal Revenue Service guidelines) is included as compensation on the W-2 of named executive officers who receive such benefits. This value is included in column (i) for each named executive officer for whom the total value of perquisites for the year was $10,000 or more. Each named executive officer is responsible for paying income tax on such amount.

(6)	Mr. Ouimet's annual salary reflects the mid-year increase in his base salary pursuant to the 2013 amendment to his employment contract. Mr. Ouimet joined our company as President on June 20, 2011. He became our Chief Executive Officer on January 3, 2012.

(7)

The amounts in column (d) reflect cash bonuses to certain of our named executive officers for 2011. Mr. Ouimet received a cash bonus for 2011 representing 104% of his 2011 base salary, pro-rated for the amount of time he was employed during 2011. Mr. Ouimet was entitled to a minimum cash bonus equal to his pro-rated salary for 2011 under his employment agreement. Mr. Witherow was awarded a special discretionary cash bonus in 2011 in recognition him being instrumental in running our corporate finance division and providing continuity following the departure of our former chief financial officer, which was in addition to his 2011 cash incentive award reported in column (g).

(8)	Mr. Witherow served as interim co-principal financial officer for a portion of 2011. He was promoted to Executive Vice President and Chief Financial Officer in January 2012.

(9)	Mr. Witherow's 2012 annual salary of $350,000 was effective shortly after the beginning of the year, and the 2012 amount in column (c) of the Summary Compensation Table for him was prorated accordingly.

(10)	Mr. Milkie's pension value decreased by $8,949 during 2013.

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(1)

These columns show possible payouts under 2013 cash incentive awards that were based on the achievement of the Company and individual performance measures established in February 2013. The threshold, target and maximum opportunities in column (c), (d) and (e), respectively, assume achievement of the threshold, target or maximum level of both the Company performance goals and individual performance goals, as applicable. Actual amounts paid with respect to these awards are reported in column (g) of the Summary Compensation Table for 2013. See “Compensation Discussion and Analysis” and “Narratives to Summary Compensation and Grants of Plan Based Awards Tables - Cash Incentive Program Awards and Bonuses.”

(2)

Amounts reflect a multi-year performance unit award granted under the 2008 Omnibus Incentive Plan for the January 1, 2013 - December 31, 2015 performance period. The threshold, target and maximum potential number of performance units that may be earned is set forth in columns (f), (g) and (h). Payouts will be based on the level of achievement of consolidated Adjusted EBITDA versus specified threshold, target and maximum levels of performance over the three-year period. See “Compensation Discussion Analysis - Elements of 2013 Compensation - Performance Unit Awards” and “Narrative to Summary Compensation and Grants of Plan Based Awards Tables - Performance Unit Awards - 2013-2015 and 2012-2014 Performance Units.”

(3)	Amounts reflect time-based restricted units granted under the 2008 Omnibus Incentive Plan. The February 2013 awards vest December 31, 2015.

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(1)	Phantom unit amounts in this column include additional units that are credited as a result of the reinvestment of distribution equivalents.

(2)

The market values for phantom units were calculated by multiplying the closing market price of our units as of December 31, 2013 as reported on the NYSE ($49.58), by the number of unvested phantom units in column (g). The market values for restricted units were calculated by multiplying the closing market price of our units on December 31, 2013 by the number of restricted units in column (g), and adding to that the amount of cash distribution equivalents accumulated on the restricted units from the grant date of the award through December 31, 2013. See “Narratives to Summary Compensation and Grants of Plan Based Awards Table - Phantom Unit Awards” and “Narratives to Summary Compensation and Grants of Plan Based Awards Table - Restricted Unit Awards” for additional detail.

(3)

Amounts represent performance units awarded in March 2012 pursuant to the 2008 Omnibus Incentive Plan that are contingent upon the level of achievement of cumulative Adjusted EBITDA versus the target during the period from January 2012 through December 2014. The amounts set forth in column (i) assume that the maximum number of units are earned and assume the reinvestment in distribution equivalent units of distributions on such maximum number from the grant date of the award through December 31, 2013. The actual number of units and distribution equivalents earned will be determined following the end of the performance period and will vest and will be payable, either in cash equivalent, units or a combination of both in March 2015. Market value reported in column (j) was calculated by multiplying the maximum number of units and distribution equivalent units through December 31, 2013 that may be earned set forth in column (i) by the closing market price of our units as of December 31, 2013. Payout value could differ from market value if we elect to pay distribution equivalents in cash. For additional information regarding these awards, see “Compensation Discussion and Analysis - Elements of 2013 Compensation - Performance Unit Awards” and “Narratives to Summary Compensation and Grants of Plan Based Awards Table - Performance Unit Awards.”

(5)	One half of the portion of these options that was unvested at fiscal year-end became exercisable on March 27, 2014, with the remaining options becoming exercisable on March 27, 2015.

(6)	One third of these options became exercisable on February 26, 2014, and one third of these options will become exercisable on each of February 26, 2015 and February 26, 2016.

(7)	These phantom units vest and will be payable either in cash equivalent, units or a combination of both, 50% in June 2014 and 50% in June 2015.

(8)	These phantom units vested and were paid either in cash equivalent, units or a combination of both in March 2014.

(9)	Half of these phantom units vested and were paid in a combination of units and cash in March 2014. The remaining 50% of these phantom units vest and will be payable either in cash equivalent, units or a combination of both in March 2015.

(10)	Amount represents restricted units awarded in March 2012 and October 2012 pursuant to the 2008 Omnibus Incentive Plan. These restricted units vest according to the following schedule: Mr. Ouimet - 28,784 restricted units vest on December 31, 2014, and 28,137 restricted units vest on October 24, 2015; Mr.

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(11)

Amount represents restricted units awarded in February 2013 pursuant to the 2008 Omnibus Incentive Plan. These restricted units vest on December 31, 2015. These restricted units accumulate distribution equivalents during the restricted period that will be payable in the same form as accrued when the awards vest. Distribution equivalents accumulated as of the fiscal year-end are reflected only in column (h) as all distribution equivalents on the restricted units have been accrued in cash.

(1)	The amounts in column (d) reflect the total number of phantom units or performance units that vested for each executive in 2013.

(2)	Reflects the vesting and related value of performance unit grants made from 2008 through 2011 pursuant to the 2008 Omnibus Incentive Plan. Mr. Zimmerman received 100% of the value in units. Mr. Witherow received 60% of the value in units and 40% in cash. Mr. Bender received 100% of the value in cash. Mr. Milkie received 50% of the value in units and in cash.

(3)	Reflects the vesting and related value of prior year phantom unit grants, plus additional units credited as a result of reinvestment of distribution equivalents.

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•	Payment of accrued and unpaid base salary (together with accrued and unpaid supplemental compensation), reimbursement of business expenses and payment for accrued and unused vacation days, each as accrued as of the termination date, in a lump sum within 30 days following termination;

•	An amount equal to two times his base salary. This amount will be payable in a single lump sum on the first regularly scheduled payroll date following the 60th day after the termination, and will be reduced by any payments received from any short- or long-term disability plan maintained by us, where applicable;

•	Any unpaid cash incentive award earned with respect to a calendar year ending on or before the date of termination, payable at the same time payment would have been made had the executive continued to be employed;

•

A pro-rata portion of his cash incentive award for the calendar year of termination, based on actual performance (with certain qualitative performance criteria being deemed satisfied in full), which amount will be prorated based on the number of days the executive is employed during the applicable year and payable at the same time payment is made to other senior executives and no later than March 15 of the next calendar year;

•

Payment of the after-tax monthly COBRA continuation coverage premium under our medical plan (less the amount of the executive's contribution as if he was an active employee), until the earliest of twelve months after termination, the date the executive is no longer eligible for COBRA or the date that he obtains other employment with medical benefits, with the first COBRA premium payment being made following the timely delivery of a general release and including any amounts due prior thereto;

•

Full vesting in any equity awards made under Cedar Fair’s Omnibus Incentive Plan that vest within 18 months after his termination of employment without cause or his resignation for good reason unless otherwise specifically exempted from vesting by the terms of the underlying award agreement. Equity awards other than options that vest under this provision will be paid or vest on the scheduled payment date under the award agreement without regard to the continuous employment requirements or proration. Options that vest within the 18 month period will terminate 30 calendar days after the vesting date unless exercised; and

•	All other accrued amounts or benefits the executive is due under our benefit plans, programs or policies (other than severance).

•	Payment of accrued and unpaid base salary, reimbursement of business expenses and payment for accrued and unused vacation days, each as accrued as of the termination date, in a lump sum within 30 days following termination;

•

An amount equal to his base salary. This amount will be payable at the same time salary otherwise would be paid over the 12-month period following termination, but (i) with the first payment being made on the first regularly scheduled payroll date following the 60th day after the termination and including any payments that otherwise would be due earlier, and (ii) with payments being reduced by any payments received from any short- or long-term disability plan maintained by us, where applicable;

•	Any unpaid cash incentive award earned with respect to a calendar year ending on or before the date of termination, payable at the same time payment would have been made had the executive continued to be employed;

•

A pro-rata portion of his cash incentive award for the calendar year of termination, based on actual performance (with certain qualitative performance criteria being deemed satisfied in full), which amount will be prorated based on the number of days the executive is employed during the applicable year and payable at the same time payment is made to other senior executives and no later than March 15 of the next calendar year;

•

Payment of the after-tax monthly COBRA continuation coverage premium under our medical plan (less the amount of the executive's contribution as if he was an active employee), until the earliest of twelve months after termination, the date the executive is no longer eligible for COBRA or the date that he obtains other employment with medical benefits, with the first COBRA premium payment being made following the timely delivery of a general release and including any amounts due prior thereto; and

•	All other accrued amounts or benefits the executive is due under our benefit plans, programs or policies (other than severance).

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•	Any unpaid cash incentive award earned with respect to a calendar year ending on or before the date of termination, payable at the same time payment would have been made had the executive continued to be employed;

•

A pro-rata portion of his cash incentive award for the calendar year of termination, based on actual performance (with certain qualitative performance criteria being deemed satisfied in full), which amount will be prorated based on the number of days the executive is employed during the applicable year and payable at the same time payment is made to other senior executives and no later than March 15 of the next calendar year;

•	Payment of the after-tax monthly COBRA continuation coverage premium under our medical plan for the executive's spouse and eligible dependents (less the amount of the executive's contribution as if he was an active employee) for a period of up to twelve months after executive's death, if permitted under applicable law; and

•	All other accrued amounts or benefits the executive is due under our benefit plans, programs or policies (other than severance).

•	Payment of accrued and unpaid base salary (together with accrued and unpaid supplemental compensation for Mr. Ouimet), reimbursement of business expenses and payment for accrued and unused vacation days, each as accrued as of the termination date, in a lump sum within 30 days following termination;

•	An amount equal to his base salary, payable at the same time salary otherwise would be paid over the 12-month period following termination, but with the first payment being made on the first regularly scheduled payroll date following the 60th day after the termination and including any payments that otherwise would be due earlier;

•	Any unpaid cash incentive award earned with respect to a calendar year ending on or before the date of termination, payable at the same time payment would have been made had the executive continued to be employed;

•

Payment of the after-tax monthly COBRA continuation coverage premium under our medical plan (less the amount of the executive's contribution as if he was an active employee), until the earliest of twelve months after termination, the date the executive is no longer eligible for COBRA or the date that he obtains other employment with medical benefits, with the first COBRA premium payment being made following the timely delivery of a general release and including any amounts due prior thereto;

•	All other accrued amounts or benefits the executive is due under our benefit plans, programs or policies (other than severance); and

•	Mr. Ouimet will receive full vesting in any equity awards made under Cedar Fair’s Omnibus Incentive Plan that vest within 18 months after his termination of employment unless otherwise specifically exempted from vesting by the terms of the underlying award agreement, with such awards vesting and being paid as described above for terminations without cause or resignations for good reason.

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•	a change in ownership of the Partnership which generally would occur when a person or group acquires units representing more than 50 percent of the total fair market value or total voting power of the Partnership;

•

a change in the effective control of the Partnership, which could occur even if a change in ownership has not occurred, and would occur if either (i) a person or group acquires units, all at once or over a period of 12 months, representing 30 percent or more of the total voting power of the Partnership, or (ii) a majority of our directors will have been replaced during a 12-month period by directors not endorsed by a majority of the board before the date of appointment or election; or

•

a change in ownership of a substantial portion of the assets of the Partnership, which would occur if a person or group acquires, all at once or over a period of 12 months, assets from us that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of our assets immediately before the acquisition(s), determined without regard to any liabilities associated with such assets.

•	in lieu of his non-change in control severance or base salary continuation, as applicable, the executive will receive severance as follows:

◦	Mr. Ouimet will receive a lump sum amount equal to three times annual cash compensation for the year preceding the calendar year in which the change in control occurred, less US$1; and

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◦	each executive other than Mr. Ouimet will receive a lump sum amount equal to two and one-half times the executive's annual cash compensation for the year preceding the calendar year in which the change in control occurred, less US$1; and

•	the executive will have the right to continue medical and dental insurance coverage under COBRA during the 30 month period following the termination, and to receive monthly reimbursement of such COBRA continuation coverage premiums from us, if permitted by applicable law.

•	Unpaid awards from prior years that were made under our Amended and Restated Senior Management Long-Term Incentive Compensation Plan will be paid in a lump sum cash payment within ninety days of the event (or such period of time as may be required by Section 409A of the Code).

•

Grants made under our Amended and Restated 2000 Equity Incentive Plan, including options, unit appreciation rights, restricted units or performance units, will vest, become fully exercisable and be free of all restrictions or limitations. Option holders may elect to “cash out” any options for the difference between the price of the option and the change in control price per unit within 60 days of a change in control.

•	Unless otherwise specified in connection with making a particular award, cash incentive awards made under our 2008 Omnibus Incentive Plan will be deemed to have been earned at 100% of the target level in the year of the change in control and will be paid within 30 days following a change in control.

•	Unless otherwise specified in connection with making a particular award, all long-term incentive awards made under the 2008 Omnibus Incentive Plan (i.e., performance-based phantom unit awards) will be deemed to have been earned at 100% of the target level. All such awards, including any unpaid awards from prior years will be paid in a lump sum cash payment within 30 days of the change in control.

•

Unless otherwise specified in connection with making a particular award, all performance awards made under our 2008 Omnibus Incentive Plan will be deemed to have been earned and payable in full and any other restriction shall lapse. Any such performance awards will be paid within 30 days following a change of control. Our outstanding EBITDA-based performance awards will be deemed earned at the target level. The March 2014 TSR-based performance award to Mr. Ouimet would be earned based on the performance through the end of the most recently completed year, with one-half of the units prorated based on the first, and the remainder prorated based on the second, payment date.

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Unless otherwise specified in connection with making a particular award, all restrictions, limitations and other conditions applicable to any “other unit awards” granted under our 2008 Omnibus Incentive Plan, such as the time-based phantom unit awards granted in October 2010, June and October 2011 and February 2012, shall lapse and those awards shall become fully vested and transferable. Any such awards will be issued, settled or distributed, as applicable within 30 days following a change in control.

•	All restrictions applicable to our outstanding restricted unit awards will lapse and restricted units will become fully vested and transferable.

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•	Any outstanding unvested options under the 2008 Omnibus Incentive Plan will vest and become fully exercisable. Option holders may elect to “cash out” any options within 60 days of a change in control for the difference between the price of the option and the fair market value per unit at the time of the election.

•	All amounts accrued by the named executive officers under our Amended and Restated Supplemental Retirement Program and 2008 SERP will vest and be funded in a trust for the benefit of the executive officers when they retire at or after reaching age 62, die, or become disabled, whichever occurs first.

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(1)

Amount was decreased by $4,944,260 to comply with the 280G cap and cutback provision of Mr. Ouimet’s employment agreement. Pre-capped severance amount based on 2012 cash compensation, as defined in employment agreement and described above on page 37, which reflects the salary, target annual cash bonus, and Mr. Ouimet’s annual supplemental compensation for 2012. See “Summary Compensation Table for 2013” for increased 2013 salary versus 2012 and “Grants of Plan Based Awards Table for 2013” for 2013 target cash incentive opportunity, which would result in higher severance amount for change in control and termination dates on and after January 1, 2014 (subject to the 280G cap and cutback provision).

(2)	Amount excludes portion of 2013 cash incentive award paid prior to the assumed termination date.

(3)	Amount represents payout of the 2013 cash incentive award at 100% of the target level less the amount of the award paid prior to the assumed date of the change in control.

(4)

Amount includes all unexercisable options awarded to Mr. Ouimet in 2012 and two-thirds of the unexercisable options awarded in 2013. Amount also includes the unvested phantom units awarded to Mr. Ouimet in 2011 and the restricted units awarded in March 2012. Amount based on value of the units as of the assumed termination date. Value of this award to Mr. Ouimet depends on the unit price as of the later applicable payment dates and could differ from that assumed herein. Value of phantom and restricted units also depends on the value of future distributions made prior to the payment date.

(5)

Amount includes the performance awards awarded to Mr. Ouimet in 2012. This amount assumes that all performance metrics are met over the applicable performance period and that Mr. Ouimet would receive the maximum number of units. The amount represents the value at December 31, 2013 of 23,788 units, plus the value of distribution equivalents accrued on those units through the assumed termination date. The total units that would be payable, however, could be lower as a result of performance actually attained. Additionally, as Mr. Ouimet would not receive any payments until the scheduled payment date in 2015, the value to him of the

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(6)

If Mr. Ouimet had died or had become disabled on December 31, 2013, he would be entitled to receive payment in 2015 and 2016, respectively, as provided in his 2012-2014 and 2013-2015 performance unit awards as if he were employed on the applicable payment date. Any such payments would be prorated as of December 31, 2013, the date of death or disability, and would depend upon the level of attainment of the performance metrics. This amount assumes that all performance metrics are met over the applicable performance period and that Mr. Ouimet would receive the maximum number of units. Accordingly, this amount represents the value at December 31, 2013 of 15,859 units (i.e., 2/3 of the maximum units under the 2012 award) and 12,204 units (i.e., 1/3 of the maximum units under the 2013 award), plus the value of distribution equivalents accrued on those units through the assumed termination date. The total units that would be payable, however, could be lower as a result of performance actually attained. Additionally, as Mr. Ouimet would not receive any payments until the scheduled payment dates in 2015 and 2016, the value to him of the units would depend on the unit price as of the later applicable payment dates and on the value of future distributions made prior to the payment dates.

(7)	Total value could be higher or lower depending upon the factors described in footnotes 4, 5, and 6.

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(1)

Amount was decreased by $1,354,286 to comply with the 280G cap and cutback provision of Mr. Witherow’s employment agreement. Pre-capped severance amount based on 2012 cash compensation, as defined in employment agreement and described above on page 37, which reflects the salary and target annual cash bonus for 2012. See “Summary Compensation Table for 2013” for increased 2013 salary versus 2012 and “Grants of Plan Based Awards Table for 2013” for 2013 target cash incentive opportunity, which would result in higher severance amount for change in control and termination dates on and after January 1, 2014 (subject to the 280G cap and cutback provision).

(3)	Amount represents payout of the 2013 cash incentive award at 100% of the target level less the amount of the award paid prior to the assumed date of the change in control.

(4)

If Mr. Witherow had died or had become disabled on December 31, 2013, he would be entitled to receive payment in 2015 and 2016, respectively, as provided in his 2012-2014 and 2013-2015 performance unit awards as if he were employed on the applicable payment date. Any such payments would be prorated as of December 31, 2013, the date of death or disability, and would depend upon the level of attainment of the performance metrics. This amount assumes that all performance metrics are met over the applicable performance period and that Mr. Witherow would receive the maximum number of units. Accordingly, this amount represents the value at December 31, 2013 of 3,265 units (i.e., 2/3 of the maximum units under the 2012 award) and 2,699 units (i.e., 1/3 of the maximum units under the 2013 award), plus the value of distribution equivalents accrued on those units through the assumed termination date. The total units that would be payable, however, could be lower as a result of performance actually attained. Additionally, as Mr. Witherow would not receive any payments until the scheduled payment dates in 2015 and 2016, the value to him of the units would depend on the unit price as of the later applicable payment dates and on the value of future distributions made prior to the payment dates.

(5)	Total value could be higher or lower depending upon the factors described in footnote 4.

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(1)

Amount was decreased by $1,237,972 to comply with the 280G cap and cutback provision of Mr. Zimmerman’s employment agreement. Pre-capped severance amount based on 2012 cash compensation, as defined in employment agreement and described above on page 37, which reflects the salary and target annual cash bonus for 2012. See “Summary Compensation Table for 2013” for increased 2013 salary versus 2012 and “Grants of Plan Based Awards Table for 2013” for 2013 target cash incentive opportunity, which would result in higher severance amount for change in control and termination dates on and after January 1, 2014 (subject to the 280G cap and cutback provision).

(2)	Amount excludes portion of 2013 cash incentive award paid prior to the assumed termination date.

(3)	Amount represents payout of the 2013 cash incentive award at 100% of the target level less the amount of the award paid prior to the assumed date of the change in control.

(4)

If Mr. Zimmerman had died or had become disabled on December 31, 2013, he would be entitled to receive payment in 2015 and 2016, respectively, as provided in his 2012-2014 and 2013-2015 performance unit awards as if he were employed on the applicable payment date. Any such payments would be prorated as of December 31, 2013, the date of death or disability, and would depend upon the level of attainment of the performance metrics. This amount assumes that all performance metrics are met over the applicable performance period and that Mr. Zimmerman would receive the maximum number of units. Accordingly, this amount represents the value at December 31, 2013 of 3,965 units (i.e., 2/3 of the maximum units under the 2012 award) and 3,281 units (i.e., 1/3 of the maximum units under the 2013 award), plus the value of distribution equivalents accrued on those units through the assumed termination date. The total units that would be payable, however, could be lower as a result of performance actually attained. Additionally, as Mr. Zimmerman would not receive any payments until the scheduled payment dates in 2015 and 2016, the value to him of the units would depend on the unit price as of the later applicable payment dates and on the value of future distributions made prior to the payment dates.

(5)	Total value could be higher or lower depending upon the factors described in footnote 4.

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(1)

Amount was decreased by $420,008 to comply with the 280G cap and cutback provision of Mr. Bender’s employment agreement. Pre-capped severance amount based on 2012 cash compensation, as defined in employment agreement and described above on page 37, which reflects the salary and target annual cash bonus for 2012. See “Summary Compensation Table for 2013” for increased 2013 salary versus 2012 and “Grants of Plan Based Awards Table for 2013” for 2013 target cash incentive opportunity, which would result in higher severance amount for change in control and termination dates on and after January 1, 2014 (subject to the 280G cap and cutback provision).

(3)	Amount represents payout of the 2013 cash incentive award at 100% of the target level less the amount of the award paid prior to the assumed date of the change in control.

(4)

If Mr. Bender had died or had become disabled on December 31, 2013, he would be entitled to receive payment in 2015 and 2016, respectively, as provided in his 2012-2014 and 2013-2015 performance unit awards as if he were employed on the applicable payment date. Any such payments would be prorated as of December 31, 2013, the date of death or disability, and would depend upon the level of attainment of the performance metrics. This amount assumes that all performance metrics are met over the applicable performance period and that Mr. Bender would receive the maximum number of units. Accordingly, this amount represents the value at December 31, 2013 of 2,275 units (i.e., 2/3 of the maximum units under the 2012 award) and 1,804 units (i.e., 1/3 of the maximum units under the 2013 award), plus the value of distribution equivalents accrued on those units through the assumed termination date. The total units that would be payable, however, could be lower as a result of performance actually attained. Additionally, as Mr. Bender would not receive any payments until the scheduled payment dates in 2015 and 2016, the value to him of the units would depend on the unit price as of the later applicable payment dates and on the value of future distributions made prior to the payment dates.

(5)	Total value could be higher or lower depending upon the factors described in footnote 4.

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(1)

Amount was decreased by $867,634 to comply with the 280G cap and cutback provision of Mr. Milkie’s employment agreement. Pre-capped severance amount based on 2012 cash compensation, as defined in employment agreement and described above on page 37, which reflects the salary and target annual cash bonus for 2012. See “Summary Compensation Table for 2013” for 2013 salary and “Grants of Plan Based Awards Table for 2013” for 2013 target cash incentive opportunity, which would result in higher severance amount for change in control and termination dates on and after January 1, 2014 (subject to the 280G cap and cutback provision).

(3)	Amount represents payout of the 2013 cash incentive award at 100% of the target level less the amount of the award paid prior to the assumed date of the change in control.

(4)

If Mr. Milkie had died or had become disabled on December 31, 2013, he would be entitled to receive payment in 2015 and 2016, respectively, as provided in his 2012-2014 and 2013-2015 performance unit awards as if he were employed on the applicable payment date. Any such payments would be prorated as of December 31, 2013, the date of death or disability, and would depend upon the level of attainment of the performance metrics. This amount assumes that all performance metrics are met over the applicable performance period and that Mr. Milkie would receive the maximum number of units. Accordingly, this amount represents the value at December 31, 2013 of 2,275 units (i.e., 2/3 of the maximum units under the 2012 award) and 1,804 units (i.e., 1/3 of the maximum units under the 2013 award), plus the value of distribution equivalents accrued on those units through the assumed termination date. The total units that would be payable, however, could be lower as a result of performance actually attained. Additionally, as Mr. Milkie would not receive any payments until the scheduled payment dates in 2015 and 2016, the value to him of the units would depend on the unit price as of the later applicable payment dates and on the value of future distributions made prior to the payment dates.

(5)	Total value could be higher or lower depending upon the factors described in footnote 4.

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1.	For service as a member of the Board, a retainer of $65,000 per annum, payable in cash quarterly, plus $1,500 payable in cash for attendance at each meeting of the Board after the 20th Board meeting, plus $120,000 per annum to be paid in cash, limited partnership units, adjusted for fractional units as needed, or a combination of both;

2.	For service as a Board Committee member, $2,000 per annum (excluding Committee Chairman); and

3.	For service as Chairman of the Board, a fee of $50,000 per annum; for service as Chairman of the Audit Committee of the Board, a fee of $10,000 per annum; and for service as the Chairman of the Compensation Committee and the Nominating and Corporate Governance Committee, a fee of $5,000 for each per annum.

1.	For service as a member of the Board, a retainer of $65,000 per annum, payable in cash quarterly, plus $1,500 payable in cash for attendance at each meeting of the Board after the 20th Board meeting, plus $120,000 per annum to be paid in cash, limited partnership units, adjusted for fractional units as needed, or a combination of both;

2.	For service as a Board Committee member, $2,000 per annum (excluding Committee Chairman); and

3.	For service as Chairman of the Board, a fee of $50,000 per annum; for service as Chairman of the Audit Committee of the Board, a fee of $10,000 per annum; and for service as the Chairman of the Compensation Committee and the Nominating and Corporate Governance Committee, a fee of $5,000 for each per annum.

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(1)	Matthew A. Ouimet, the Partnership's President and Chief Executive Officer, is not included in this table as he was an employee of the Partnership in 2013 and thus received no compensation for his service as a Director. The compensation to Mr. Ouimet as an employee of the Partnership is shown in the Summary Compensation Table on page 23 and our other Executive Compensation disclosures.

(2)	As of December 31, 2013, no non-employee Director had any options outstanding.

(3)	Term ended on June 6, 2013 for Mr. Kinzel.

(4)	Term began on June 6, 2013 for Mr. Olivet.

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*	Less than one percent of outstanding units.

(1)	Includes restricted units over which there is voting power, but no investment power, as follows: Mr. Ouimet, 91,735; Mr. Witherow, 22,464; Mr. Zimmerman, 27,687; Mr. Bender, 16,918; Mr. Milkie, 16,918; and all executive officers and directors as a group (17 individuals) 228,874.

(2)

Each beneficial owner's ownership percentage has been calculated assuming full exercise of outstanding options to purchase units, if any, exercisable by such owner within 60 days after April 11, 2014, but no exercise of outstanding options covering units held by any other person. The ownership percentage of the Directors and executive officers as a group has been calculated assuming full exercise of outstanding options that the Directors and executive officers as a group have the right to exercise within 60 days after April 11, 2014, but no exercise of outstanding options covering units held by anyone outside that group.

(3)	Consists of 224,375 units as to which Mr. Ouimet has sole voting power (which includes 125,954 units beneficially owned as of April 11, 2014 and 98,421 units that Mr. Ouimet has the right to acquire within 60 days of April 11, 2014 through the exercise of options and 132,640 in which he has sole investment power); and 2,000 units for which he has shared voting and investment power.

(4)	Consists of 68,077 units as to which Mr. Witherow has sole voting power (which includes 47,189 units beneficially owned as of April 11, 2014 and 20,888 units that Mr. Witherow has the right to acquire within 60 days of April 11, 2014 through the exercise of options and 45,613 in which he has sole investment power); and 1,550 units for which he has shared voting and investment power.

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(5)	Consists of 108,012 units as to which Mr. Zimmerman has sole voting power (which includes 82,638 units beneficially owned as of April 11, 2014 and 25,374 units that Mr. Zimmerman has the right to acquire within 60 days of April 11, 2014 through the exercise of options and 80,325 in which he has sole investment power).

(6)	Consists of 68,248 units as to which Mr. Bender has sole voting power (which includes 53,956 units beneficially owned as of April 11, 2014 and 14,292 units that Mr. Bender has the right to acquire within 60 days of April 11, 2014 through the exercise of options and 51,330 in which he has sole investment power).

(7)	Consists of 53,287 units as to which Mr. Milkie has sole voting (which includes 38,995 units beneficially owned as of April 11, 2014 and 14,292 units that Mr. Milkie has the right to acquire within 60 days of April 11, 2014 through the exercise of options and 36,369 in which he has sole investment power); and 271 units for which he has shared voting and investment power.

(8)	Mr. Scott III has pledged 8,260 units as security for a line of credit.

(9)	Includes units which such Directors have the vested right to acquire (within sixty (60) days of April 11, 2014) through the conversion of deferred units under the Director equity deferred compensation program upon termination of service as a Director of Cedar Fair: (i) Mr. Scott III (999 units), (ii) Mr. Hanrahan (999 units), (iii) Ms. Shanahan (999 units), and (iv) Mr. Olivet (999 units).

(10)	The unit amounts listed include a total of 207,390 units of limited partner interest which all current directors and executive officers as a group have vested options to acquire within 60 days from April 11, 2014.

(1)	Based upon a Schedule 13G/A filing by Neuberger Berman Group LLC and Neuberger Berman LLC (collectively, “NB”) on February 12, 2014. On the Schedule 13G/A, NB reported shared voting power over 8,285,406 units and reported shared dispositive power over and aggregate beneficial ownership of 8,762,442 units.

(2)	Based upon a Schedule 13G/A filing by MSDC Management, L.P. and MSD Torchlight Partners, L.P. (collectively, “MSD”) on February 13, 2014. On the Schedule 13G/A, MSD reported shared voting power, shared dispositive power and aggregate beneficial ownership of 3,812,073 units.

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