EXHIBIT 10.5

CHANGE OF CONTROL AGREEMENT

AGREEMENT by and betweenCAESARS ENTERTAINMENT, INC.,a Delaware corporation (the "Company"), and BERNARD E.
DeLURY, JR.(the "Employee"), dated as of the 26th day of May, 2004.

The
Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the
continued dedication of the Employee, notwithstanding the possibility, threat, or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish
the inevitable distraction of the Employee by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control, to encourage the Employee's full attention and
dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Employee with compensation arrangements upon a Change of Control which provide
the Employee with individual financial security and which are competitive with those of other corporations and, in order to accomplish these objectives, the Board has caused the Company to enter into
this Agreement.

NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:





2.Change of Control.For the purpose of this Agreement, a "Change of Control" shall mean:



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3.Employment Period.If there is a Change of Control, the Company hereby agrees to continue the Employee in its
employ, and the Employee hereby agrees to remain in the employ of the Company, for the period commencing on the Effective Date and ending on the earlier to occur of (a) the later of
(i) the third anniversary of such date, and (ii) the expiration of the Term (as set forth in the Employment Agreement), or (b) the first day of the month coinciding with or next
following the Employee's attainment of age 65 (the "Employment Period").

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4.Terms of Employment.



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7.Non-exclusivity of Rights.During and after the Employment Period, nothing in this Agreement
shall prevent or limit the Employee's continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company or any of its
subsidiaries and for which the Employee may qualify, nor shall anything herein limit or otherwise affect such rights as the Employee may have under any stock option or other agreements with the
Company or any of its subsidiaries. Amounts which are vested benefits or for which the Employee is otherwise entitled to receive under any plan, policy, practice or program of the Company or any of
its subsidiaries at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program.

8.Full Settlement.The Company's obligation to make the payments provided for in this Agreement and otherwise
to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Employee
or others except as specifically provided herein. In no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the
Employee under any of the provisions of this Agreement and it is agreed that the Company shall not have any right of set off for amounts due hereunder should Employee obtain such other employment. The
Company and Employee mutually consent to the resolution by arbitration, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, to be
held in Las Vegas, Nevada, of all claims or controversies arising out of this Agreement other than a claim for equitable relief or seeking an injunction. The Company shall pay the fees and costs of
the arbitrator and all other costs in connection with any arbitration, including reasonable legal fees and expenses, unless the arbitrator shall determine that such claim or controversy was without
reasonable basis or that payment of such legal fees and expenses would otherwise be unfair to the Company.

9.Certain Additional Payments by the Company.



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10.Confidential Information; Non-solicitation; Non-competition.In exchange for the
Company agreeing to the payment to the Employee provided under subsection (d)(i)(D) of Section 6, the Employee agrees as follows:



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11.Successors.



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12.Miscellaneous.



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IN
WITNESS WHEREOF, the Employee has hereunto set his hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its
name on its behalf, all as of the day and year first above written.

|        |                                          |  |                                                 |                                                                        
|------- | ---------------------------------------- |  | ----------------------------------------------- | -----------------------------------------------------------------------
|        |                                          |  | CAESARS ENTERTAINMENT, INC.                    
|        |                                          |  |                                                 |                                                                        
|Attest: | /s/ILLEGIBLE                             |  |                                                 |                                                                        
|        |                                          |  |                                                 |                                                                        
|        | Assistant Secretary(Assistant) Secretary |  |                                                 |                                                                        
|        |                                          |  |                                                 |                                                                        
|        |                                          |  | By:                                             | /s/WALLACE R. BARRWallace R. Barr
President and Chief Executive Officer
|        |                                          |  |                                                 |                                                                        
|        |                                          |  | EMPLOYEE:                                      
|        |                                          |  |                                                 |                                                                        
|        |                                          |  | /s/BERNARD E. DELURY, JR.Bernard E. DeLury, Jr.

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