EXHIBIT 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and effective as of the 26th day of May, 2004, by and betweenCAESARS
ENTERTAINMENT, INC.(the "Company"), andBERNARD E. DeLURY, JR.("Executive").

In
consideration of the premises and of the covenants and agreements herein contained, the parties agree as follows:

1.Employment.



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2.Term.



3.Compensation.



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4.Vacation and Other Benefits.



5.Expenses.



6.Covenants; Confidential Information.



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4

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7.Illness, Incapacity or Death During Employment



8.Termination for Cause or without Cause.



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6

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9.Arbitration.



10.Severable Provisions.



11.Binding Agreement.



12.Notices.



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If to the Company:

Caesars Entertainment, Inc.
3930 Howard Hughes Parkway
Las Vegas, NV 89109
Attention: President and Chief Executive OfficerIf to Executive:

Bernard E, DcLury, Jr.
807 Sterling Place
Brigantine, NJ 08203


13.Waiver.



14.Governing Law.



15.Tax Withholding.



16.Captions and Paragraph Headings.



17.Compliance Committee Approval



18.Entire Agreement.



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

| |  | The Company:               
| |  | ---------------------------
| |  | CAESARS ENTERTAINMENT, INC.
| |  | By:                        
| |  | Executive:                 
| |  |                            

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ANNEX 1GENERAL RELEASE

1.     I,                        ,
for and in consideration of certain payments to be made and the benefits to be provided to me under Paragraph 8 of my Employment Agreement dated
as of                                    , 200    
(the "Employment Agreement") with Caesars Entertainment, Inc. (the "Company"), and conditioned upon such payments and provisions, do
hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Company and each of its subsidiaries and affiliates, their officers, directors, shareholders, partners, employees and agents, their respective
successors and assigns, heirs, executors and administrators (hereinafter collectively included within the term the "Company"), acting in any capacity whatsoever, of and from any and all manner of
actions and causes of actions, suits, debts, claims and demands whatsoever in law or in equity, which I ever had, now have, or hereafter may have, or which my heirs, executors or administrators
hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of my employment with Caesars Entertainment, Inc. to the date of these presents arising from or
relating in any way to my employment relationship and the termination of my employment relationship with Caesars Entertainment, Inc., including but not limited to, any claims which have been
asserted, could have been asserted, or could be asserted now or in the future under any federal, state or local laws, including any claims under the Age Discrimination in Employment Act ("ADEA"), 29
U.S.C. §621et seq., Americans with Disabilities Act ("ADA"), 42 U.S.C. §2000eet
seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000cet seq., any contracts between the Company and me
and any common law claims now or hereafter recognized and all claims for counsel fees and costs; provided, however, that this General Release shall not apply to any entitlements under the terms of the
Employment Agreement or under any other plans or programs of the Company in which I participated and under which I have accrued and become entitled to a benefit.

2.     Subject
to the limitations of paragraph 1 above, I expressly waive all rights afforded by any statute which expressly limits the effect of a release with respect
to unknown claims. I understand the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims which provides as follows:



3.     I
hereby agree and recognize that my employment by the Company was permanently and irrevocably severed on                        ,
        and the Company has no obligation,
contractual or otherwise to me to hire, rehire or re-employ me in the future. I acknowledge that the terms of the Employment Agreement provide me with payments and benefits which are in
addition to any amounts to which I otherwise would have been entitled.

4.     I
hereby agree and acknowledge that the payments and benefits provided by the Company are to bring about an amicable resolution of my employment arrangements and are not
to be construed as an admission of any violation of any federal, state or local statute or regulation, or of any duty owed by the Company and that this Agreement and General Release is made
voluntarily to provide an amicable resolution of my employment relationship with the Company and the termination of the Employment Agreement.

5.     I
hereby certify that I have read the terms of this General Release, that I have been advised by the Company to discuss it with my attorney, and that I understand its
terms and effects. I acknowledge, further, that 1 am executing this General Release of my own volition with a full understanding of its terms and effects and with the intention of releasing all claims
recited herein in exchange for the consideration described in the Employment Agreement, which I acknowledge is adequate and satisfactory to me. None of the above-named parties, nor their agents,
representatives, or

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attorneys
have made any representations to me concerning the terms or effects of this General Release other than those contained herein.

6.     I
hereby acknowledge that I have been informed that I have the right to consider this General Release for a period of 21 days prior to execution. I also understand
that I have the right to revoke this General Release for a period of seven days following execution by giving written notice to the Company at 3930 Howard Hughes Parkway, Las Vegas, NV 89101,
Attention: President and Chief Executive Officer.

Intending
to be legally bound hereby, I execute the foregoing General Release this            day
of                        , 200    .

|        |  | 
|------- |  | 
|Witness |  | 

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