Exhibit 10(5)



                                  AMENDMENT TO

             PROMUS HOTEL CORPORATION SAVINGS AND RETIREMENT PLAN




Whereas, Promus Hotel Corporation (the "Company"), a Delaware corporation, finds
it necessary to amend the Promus Hotel Corporation Savings and Retirement Plan
(the "Plan") in order to clarify the meaning intended to be ascribed to certain
provisions of the Plan by the Board of Directors, pursuant to Section 11.1 of
the Plan, the Plan is hereby amended, effective as of June 30, 1995 as follows.

      1.    Section  2.27(f)  of the  Plan is  hereby  amended  to read in its
entirety as follows:

            (F)   SPECIAL RULE FOR FORMER  EMPLOYEES OF THE PROMUS  COMPANIES
                  -----------------------------------------------------------
                  INCORPORATED.
                  -------------

                    (1)    Notwithstanding any other provision of this Section
                    2.27, for purposes of Sections 2.49 and 2.50, with respect
                    to an Employee who was an employee of The Promus Companies
                    Incorporated or one of its affiliates (as defined in the
                    Predecessor Plan), including for purposes of this Section
                    2.27(f) Harrah's Entertainment, Inc. or any of its
                    subsidiaries, at any time prior to the Spin-Off Date and who
                    became an Employee of the Company or an Affiliate under
                    either of the circumstances described below, "Hour of
                    Service" shall include each "Hour of Service" credited to
                    such Employee under the Predecessor Plan through the date
                    determined in accordance with the following:

                        (A) any such employee who was employed by The Promus
                        Companies Incorporated or one of its affiliates (as
                        defined in the Predecessor Plan) on the day immediately
                        preceding the Spin-Off Date and who becomes employed by
                        the Company or any Affiliate on or after the Spin-Off
                        Date but prior to January 1, 1996, or who becomes
                        concurrently employed by The Promus Companies
                        Incorporated or one of its affiliates (as defined in the
                        Predecessor Plan) and the Company or an Affiliate as of
                        the Spin-Off Date, shall be credited with such "Hours of
                        Service" through the date of commencement of such
                        Employee's employment or concurrent employment with the
                        Company or Affiliate; or

                        (B) any such employee who becomes employed by the
                        Company or any Affiliate after December 31, 1995 but
                        within five years after the Spin-Off Date shall be
                        credited with such "Hours of Service" through the
                        Spin-Off Date only.


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                    (2)  Notwithstanding any other provision of this Section
                    2.27, for purposes of Section 2.49 and 2.50, with respect to
                    an Employee who (i) is a former employee of The Promus
                    Companies Incorporated or one of its affiliates (as defined
                    in the Predecessor Plan) participating in the Predecessor
                    Plan, (ii) was, on the Spin-Off Date, employed by The Promus
                    Companies Incorporated in a position in its Administrative
                    Systems Department or Computer Operations Department in a
                    capacity supporting the Human Resources and Financial
                    Computer Systems for the hotel business of The Promus
                    Companies Incorporated, (iii) terminates employment with The
                    Promus Companies Incorporated or one of its affiliates (as
                    defined in the Predecessor Plan) within thirty months
                    following the Spin-Off Date and (iv) within thirty days
                    following such termination is employed by the Company or one
                    of its Affiliates in a capacity substantially similar to the
                    capacity in which such employee was employed by The Promus
                    Companies Incorporated or one of its affiliates (as defined
                    in the Predecessor Plan), "Hour of Service" shall include,
                    in addition to each "Hour of Service" credited to such
                    employee during the period preceding and including the
                    Spin-Off Date, each "Hour of Service" credited to such
                    Employee under the Predecessor Plan during the period
                    following Spin-Off Date until the date of such termination
                    of employment, to the extent that such service is
                    determinable by the Company.

      2.    Section 4.9 of the Plan is hereby  amended to read in its entirety
as follows:

      4.9   ROLLOVER CONTRIBUTIONS.

            (a)     Any Eligible Employee, including an individual who has not
                    satisfied the service requirements of Article III, may, with
                    the approval of the Plan Administrator, contribute cash
                    amounts attributable to qualifying rollover distributions
                    within the meaning of Code Sections 402(a)(5), 403(a)(4), or
                    408(d)(3); provided, however, that if such amounts are not
                    contributed to the Plan in a direct transfer within the
                    meaning of Code Section 401(a)(31), such amounts shall be
                    contributed to the Plan within sixty days following the day
                    on which the Employee received the distribution from a
                    qualified trust, annuity plan, individual retirement account
                    or individual retirement annuity. Such amounts shall be
                    credited to the Employee Account 7 established for the
                    Employee. An Eligible Employee who has not yet satisfied the
                    service requirements of Article III shall be treated as a
                    Member solely with regard to his Employee Account 7.


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               (b)  In the sole discretion of the Plan Administrator (exercised
                    in a nondiscriminatory manner), the Plan will accept the
                    direct transfer from the Predecessor Plan of an amount which
                    if paid to the Participant instead of the Plan would have
                    constituted a lump sum distribution within the meaning of
                    Code Section 402(e). Such a plan-to-plan transfer must be
                    for a person who has been admitted or readmitted to the Plan
                    and be received by the Trustee within two months after the
                    participant's admission or re-admission to the Plan. To the
                    extent possible as determined in the sole discretion of the
                    Plan Administrator, such amounts shall be credited to the
                    accounts of this Plan which are analogous to the accounts of
                    the Predecessor Plan in which such amounts were held
                    immediately prior to such transfer; otherwise, the
                    transferred amount shall be credited to the Participant's
                    Rollover Account. To the extent permitted by applicable law,
                    the provisions of this Section 4.9(b) shall also be
                    applicable to former employees of The Promus Companies
                    Incorporated or its Affiliates (i) who were participants in
                    the Predecessor Plan and (ii) who terminated their
                    employment with The Promus Companies Incorporated or its
                    Affiliates on or prior to the Spin-Off Date and (iii) whose
                    unvested account balances under the Predecessor Plan were
                    retained by the Predecessor Plan after the Spin-Off Date and
                    (iv) who became Eligible Employees under the Plan before
                    incurring five consecutive break years as defined in the
                    Predecessor Plan since termination of their employment with
                    The Promus Companies Incorporated.

      3.    Section  9.10  of the  Plan  is  hereby  amended  to  read  in its
entirety as follows:

      9.10 PLAN TO PLAN TRANSFER. Notwithstanding any provision of the Plan to
the contrary that would otherwise limit a distributee's election under this
Article IX, subject to the approval of the Plan Administrator in its sole
discretion (exercised in a nondiscriminatory manner) and at the time and in the
manner prescribed by the Plan Administrator, a Participant who is entitled to a
lump sum distribution within the meaning of Code Section 402(e) from the Plan
may elect instead to have the amount of such distribution transferred to the
Predecessor Plan if the Participant becomes employed by a participating employer
in the Predecessor Plan. If elected by the Participant and authorized by the
Plan Administrator, such a plan-to-plan transfer must be made to the recipient
plan by the Trustee within two months after the Participant's admission or
re-admission to the Predecessor Plan. To the extent permitted by applicable law,
the provisions of this Section 9.10 shall also be applicable to former employees
of The Promus Companies Incorporated (i) who were participants in the
Predecessor Plan and (ii) who terminated their employment with The Promus
Companies Incorporated or its affiliates prior to the Spin-Off Date and (iii)
whose unvested account balance under the Predecessor Plan were transferred to
the Plan on or after the Spin-Off Date


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and (iv) who are reemployed by Harrah's Entertainment, Inc. or any of its
subsidiaries after the Spin-Off Date and based upon such reemployment are
Eligible Employees under the Predecessor Plan before incurring five consecutive
Break Years (as defined in the Predecessor Plan) since termination of their
employment with The Promus Companies Incorporated.

      Executed this ____ day of _______________, 1996.


                                    --------------------------------
                                    Raymond E. Schultz
                                    Chief Executive Officer