Exhibit 10.1


SUPPLEMENTAL INDEMNIFICATION AGREEMENT


This Supplemental
Indemnification Agreement (this “Agreement”) is made as of                  
     ,               
by and between Harrah’s Entertainment, Inc., a Delaware corporation (the “Company”),
and                             
(“Indemnitee”).


RECITALS


WHEREAS, the Company and
Indemnitee previously entered into an Indemnification Agreement, effective as
of                           
      ,                
(the “Original Agreement”);


WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to
indemnify, and to advance expenses on behalf of, certain officers and directors
of the Company, including the Indemnitee, to the fullest extent permitted by
applicable law so that they will serve or continue to serve the Company free
from undue concern that they will not be so indemnified;


WHEREAS, this Agreement
is a supplement to and in furtherance of the rights provided under the Original
Agreement, the Certificate of Incorporation and Bylaws of the Company,
applicable law and any resolutions adopted pursuant thereto, and shall not be
deemed a substitute therefor, nor to diminish or abrogate any rights of
Indemnitee thereunder, except as expressly stated herein; and


NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, the Company
and Indemnitee do hereby covenant and agree as follows:


Section 1.               Supplemental Advancement of
Expenses.  Without limitation of the
requirements of Section F of Article TENTH of the Certificate of Incorporation
of the Company or Article VII, Section 2 of the Bylaws of the Company, and
notwithstanding any provision of the Original Agreement to the contrary, the
Company shall advance, to the fullest extent not prohibited by law, the
Expenses incurred by Indemnitee in connection with any proceeding, and such
advancement shall be made within thirty (30) days after the receipt by the
Company of a statement or statements requesting such advances from time to
time, whether prior to or after final disposition of any proceeding (each, a “Supplemental
Advance”), subject to the terms and conditions thereof.  Supplemental Advances shall be unsecured and
interest free.  Except as expressly
provided herein, Supplemental Advances shall be made without regard to
Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s
ultimate entitlement to indemnification under the Original Agreement.  Supplemental Advances shall include any and
all reasonable Expenses incurred by Indemnitee pursuing an action to enforce
the right of advancement set forth in this Section 1, including Expenses
incurred preparing and forwarding statements to the Company to support the
Supplemental Advances so claimed. 
Indemnitee shall qualify for Supplemental Advances upon the execution
and delivery to the Company of this Agreement, which shall constitute an
undertaking by Indemnitee to repay any Supplemental Advances to the extent it
is ultimately determined that Indemnitee is not entitled to be indemnified by
the Company.  The Supplemental Advances
contemplated by this Section 1 shall not be made in respect of any Claim made
by Indemnitee for which Indemnitee is not entitled to indemnification under
Section 2(a) of the Original Agreement. 
The Supplemental Expenses contemplated by this Section 1 are intended to
supplement the Expense Advances provided by









 



 


the last sentence of
Section 2(a) of the Original Agreement and Section 2(b) of the Original
Agreement and all other advances contemplated by the Original Agreement and the
Certificate of Incorporation and Bylaws of the Company.


Section 2.               Other Sources.  Any payment of Supplemental Expenses made by
the Company to Indemnitee hereunder shall be reduced by an amount equal to the
sum of all other amounts previously received by Indemnitee for such proceeding
under the Original Agreement, the Certificate of Incorporation and Bylaws of
the Company or any other source of indemnification, including the proceeds of
any insurance policy, and the Company shall be entitled to recover from
Indemnitee any amounts previously advanced to Indemnitee hereunder that are
subsequently furnished to Indemnitee.


Section 3.               Definitions.  All capitalized terms not defined herein have
the meanings ascribed to such terms in the Original Agreement.


Section 4.               Severability.  If this Agreement, or any provision or
provisions hereof, shall be held to be invalid, illegal or unenforceable for
any reason whatsoever:  (a) the validity,
legality and enforceability of the remaining provisions of this Agreement
(including without limitation, each portion of any Section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall not in any way be affected
or impaired thereby and shall remain enforceable to the fullest extent
permitted by law; (b) such provision or provisions shall be deemed reformed to
the extent necessary to conform to applicable law and to give the maximum
effect to the intent of the parties hereto; (c) the corresponding provision or
provisions of the Original Agreement (or the entire Original Agreement as the
case may be), that have been supplemented, modified or superseded, as the case
may be, by this Agreement or any provision or provisions hereof that have been
held to be invalid, illegal or unenforceable shall remain in full force and
effect; and (d) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any Section of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.


Section 5.               Enforcement.


(a)           The
Company expressly confirms and agrees that it has entered into this Agreement
and assumed the obligations imposed on it hereby in order to induce Indemnitee
to serve as a director or officer of the Company, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as a director or
officer of the Company.


(b)           The
Original Agreement, as supplemented by this Agreement, constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings, oral, written and
implied, between the parties hereto with respect to the subject matter hereof;
provided, however, that the Original Agreement, as supplemented by this
Agreement, is a supplement to and in furtherance of the Certificate of
Incorporation of the Company, the Bylaws of the Company and applicable law, and
shall not be deemed a substitute therefor, nor to diminish or abrogate any
rights of Indemnitee thereunder.



 2
 






 



 


Section 6.               Modification and Waiver.  No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by the parties
thereto.  No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provisions of this Agreement nor shall any waiver constitute a
continuing waiver.


Section 7.               Applicable Law and Consent to
Jurisdiction.  All claims arising out
of or in connection with this Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to its conflict of laws rules.  The
Company and Indemnitee hereby irrevocably and unconditionally (i) agree that
any action or proceeding arising out of or in connection with this Agreement
shall be brought only in the Court of Chancery of the State of Delaware (the “Delaware
Court”), and not in any other state or federal court in the United States of
America or any court in any other country, (ii) consent to submit to the
exclusive jurisdiction of the Delaware Court for purposes of any action or
proceeding arising out of or in connection with this Agreement, (iii) appoint,
to the extent such party is not otherwise subject to service of process in the
State of Delaware, irrevocably RL&F Service Corp., One Rodney Square, 10th
Floor, 10th and King Streets, Wilmington, Delaware 19801 as its agent in the
State of Delaware as such party’s agent for acceptance of legal process in
connection with any such action or proceeding against such party with the same
legal force and validity as if served upon such party personally within the
State of Delaware, (iv) waive any objection to the laying of venue of any such
action or proceeding in the Delaware Court, and (v) waive, and agree not
to plead or to make, any claim that any such action or proceeding brought in
the Delaware Court has been brought in an improper or inconvenient forum.


Section 8.               Identical Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement.  Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the
existence of this Agreement.


Section 9.               Miscellaneous.  Use of the masculine pronoun shall be deemed
to include usage of the feminine pronoun where appropriate.  The headings of the paragraphs of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.


IN WITNESS WHEREOF, the parties have caused this
Agreement to be signed as of the day and year first above written.


	
  HARRAH’S ENTERTAINMENT, INC.

  	
   

  	
  INDEMNITEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
										



 



 3