Exhibit
10.2


STOCK APPRECIATION RIGHT AWARD AGREEMENT


Unless otherwise defined herein, the terms defined in
the Harrah’s Entertainment, Inc. Amended and Restated 2004 Equity Incentive
Award Plan (the “Plan”) shall have the same defined meanings in this Stock
Appreciation Right Award Agreement (this “Award Agreement”).


1.             Grant of Right.  The Company hereby grants to you this Right
to the appreciation in the shares of Common Stock (the “Shares”) set
forth in the Notice of Grant, from the price per Share set forth in the Notice
of Grant (the “Exercise Price”). 
The grant of this Right pursuant to this Award Agreement is subject to
the terms, definitions and provisions of the Plan adopted by the Company and
any regulations governing the administration of the Plan, each of which is
incorporated herein by reference.  


2.             Exercise of Right.  This Right is exercisable as follows:


(a)           Right
to Exercise.  For purposes of this
Award Agreement, Shares subject to this Right shall vest based on your
continued employment or directorship with the Company or any Subsidiary.  Except as provided in Section 3, this Right
may not be exercised after the Expiration Date of this Right as set forth in
the Notice of Grant (the “Expiration Date”).


(b)           Method
of Exercise.  This Right shall be
exercisable by you in accordance with the procedures established by the
Company.  The Company shall provide you
instructions for exercising this Right.


No
Shares shall be issued pursuant to the exercise of this Right unless such
issuance and such exercise comply with all relevant provisions of law and the
requirements of any stock exchange upon which the Shares may then be
listed.  Assuming such compliance, for
income tax purposes the Shares shall be considered transferred to you on the
date on which this Right is exercised with respect to such Shares.


3.             Termination of Relationship.  


(a)           Death
or Disability.  Unless otherwise
stipulated in a Severance Agreement, if you cease to be a member of the Board,
employee, officer or executive of the Company or any Subsidiary (a “Service
Provider”) as a result of death or Disability (as defined below),  fifty percent (50%) of the unvested portion
of this Right shall automatically vest on the date of such termination (the “Termination
Date”), and you may exercise this Right to the extent then vested as
follows:




	
  Years of Service with the

  Company or a Subsidiary

  	
   

  	
  Allowable Period to Exercise

  Rights Following Death or

  Disability

  
	
  Less than 10

  	
   

  	
  one year

  
	
  10 but less than
  20

  	
   

  	
  two years

  
	
  20 or more

  	
   

  	
  three years

  






 


The Allowable Period to Exercise as described above
shall not extend beyond the Expiration Date, except in the event of your death
in which case the Expiration Date shall be extended for a period not to exceed
one year to accommodate any remaining exercise period after your death.  To the extent that you were not vested in
this Right on the Termination Date, or if you do not exercise this Right within
the time specified herein, this Right shall terminate.


For purposes of this Award Agreement,  “Disability” means a determination while you
are a Service Provider or on an authorized leave of absence that you are
disabled under the Company’s long term disability plan.


Upon your death,  the vested portion of this Right may be
exercised by your proper legal representative or your legal beneficiary subject
to the Company being properly assured and legally advised of the rights of such
persons.



  
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(b)           Retirement.  If you cease to be a Service Provider as a
result of Retirement (as defined below), you may exercise this Right to the
extent then vested until the earlier of (i) the Expiration Date or  (ii) two (2) years following the Termination
Date if you have at least ten but less than 20 years of service with the
Company or a Subsidiary or three (3) years following the Termination Date if
you have 20 or more years of service with the Company or a Subsidiary. To the
extent that you were not vested in this Right on the Termination Date, or if
you do not exercise this Right within the time specified herein, this Right
shall terminate.  For purposes of this
Award Agreement, “Retirement” means you cease to be a Service Provider at or
after age 55 with at least 10 years of service with the Company or a
Subsidiary.


(c)           Other.  If you cease to be a Service Provider for any
reason other than death, Disability or Retirement, you may exercise this Right
to the extent then vested until the earlier of the Expiration Date or thirty
(30) days following the Termination Date. To the extent that you were not
vested in this Right on the Termination Date, or if you do not exercise this
Right within the time specified herein, this Right shall terminate.


4.             Change in
Control.  Unless otherwise stipulated
in a Severance Agreement, you shall have certain rights upon a Change in
Control of the Company as described in the Plan.


5.             Covenants.


(a)           If
you (i) voluntarily terminate your employment and within one year thereafter,
directly or indirectly, without the prior written consent of the Company, go to
work for or provide services or assistance (as an employee, partner, investor,
consultant or in any other capacity) to a competing business in the United
States, or (ii) directly or indirectly solicit or recruit to a competing
business any employee (salary grade 20 and higher) of the Company or a
Subsidiary during the one year period following the Termination Date, then you
shall be obligated to repay to the Company in cash any aggregate spread (less
taxes paid by you thereon) realized upon any exercise of the Rights that occurred
during the last three months of employment or thereafter.


(b)           For
purposes of this Section 5, a “competing business” is defined as any business
that competes with any business operated or managed by the Company or a
Subsidiary in the United States at the time of the employee’s termination of
employment.  Competition does not include
an investment of 1% or less in the public stock or public debt of a competing
business.


(c)           The
Chief Executive Officer shall have authority on behalf of the Company to
determine whether the provisions of this Section 5 have been violated.  The Human Resources Committee shall make this
determination in regard to the Chief Executive Officer.


(d)           The
Company shall have the right of set-off to collect the spread from any amounts
owed to you including deferred compensation.


(e)           This
Section 5 shall not apply to you if you cease to be a Service Provider as a
result of a termination of your employment without Cause within 18 months
following the date of a Change in Control of the Company as described in
Section 4.


6.             Governing Law.  The validity and enforceability of this
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware without regard to otherwise governing principles of conflicts
of law.


7.             Nontransferability of Right.  This Right is not assignable or transferable
other than  by will or the laws of
descent and distribution and is exercisable during your lifetime only by you.


8.             Award Agreement Subject to Plan.  The grant of this Right evidenced by the
Award Agreement is made pursuant to all of the provisions of the Plan and the
Award Agreement is intended and shall be interpreted in a manner to comply with
the Plan.


9.             No Employment or Directorship
Rights.  Nothing in the Plan or the
Award Agreement shall be confer upon you any right with respect to continuation
of employment or directorship by the Company or a









 



 


Subsidiary and it shall
not interfere in any way with the Company’s or a Subsidiary’s right to
terminate your employment or directorship at any time.


10.           Successors and Assigns.  The terms of this Right shall be binding upon
your executors, administrators, heirs, successors and assigns.