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                                                                    Exhibit 10.1




                          HARRAH'S ENTERTAINMENT, INC.

                       EXECUTIVE SUPPLEMENTAL SAVINGS PLAN


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                               TABLE OF CONTENTS

                                                                 PAGE

ARTICLE One       PREAMBLE.........................................1

ARTICLE Two       DEFINITIONS......................................1

         2.1      "Account" or "Accounts"..........................1

         2.2      "Affiliate"......................................1

         2.3      "Beneficiary"....................................1

         2.4      "Board"..........................................1

         2.5      "Bonus"..........................................1

         2.6      "Change of Control"..............................2

         2.7       "Code"..........................................4

         2.8      "Company"........................................4

         2.9      "Compensation"...................................4

         2.10     "DCP"............................................4

         2.11     "Deferral Contribution"..........................4

         2.12     "Deferral Contribution Account"..................4

         2.13     "Deferral Period"................................4

         2.14     "Disability" or "Disabled" ......................5

         2.15     "EDCP"...........................................5

         2.16     "EDCP Committee".................................5

         2.17     "Effective Date" ................................5

         2.18     "Employee".......................................5

         2.19     "Employer".......................................5

         2.20      "ERISA".........................................5

         2.21      "HRC"...........................................5

         2.22      "Investment Fund"...............................5

         2.23     "Matching Contribution"..........................6

         2.24     "Matching Contribution Account"..................6

         2.25     "Participant"....................................6

         2.26     "Participation Agreement"........................6

         2.27     "Plan"...........................................6

         2.28     "Salary".........................................6

         2.29     "Savings and Retirement Plan"....................6

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         2.30     "Trust Agreement"................................6

         2.31     "Trustee"........................................7

         2.32     "Trust Fund".....................................7

         2.33     "Valuation Date".................................7

         2.34     "Years of Vesting Service".......................7

ARTICLE Three     ELIGIBILITY......................................7

         3.1      Selection Of Participants........................7

         3.2      Participation Agreement..........................8

         3.3      Revised Participation Agreement..................9

         3.4      Discontinuance Of Participation..................10

         3.5      Reemployment.....................................10

         3.6      Adoption By Affiliates...........................10

ARTICLE Four      CONTRIBUTIONS....................................11

         4.1      Participant Contributions........................11

         4.2      Matching Contributions...........................12

         4.3      Change In Contributions..........................12

         4.4      Suspension Of Contributions......................13

         4.5      Transferred Contributions........................13

ARTICLE Five      WITHDRAWALS......................................14

         5.1      Acceleration Of Benefits.........................14

         5.2      Account Adjustments..............................15

         5.3      Limitation On Distributions......................15

ARTICLE Six       CREDITING OF CONTRIBUTIONS AND INCOME............16

         6.1      Account Allocations..............................16

         6.2      Subaccounts......................................16

         6.3      Hypothetical Investment Funds....................16

         6.4      Investment Direction.............................16

         6.5      Rate of Return...................................17

ARTICLE Seven     VESTING..........................................17

         7.1      Vesting Of Benefits..............................17

         7.2      Changes In Vesting Schedule......................18


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                                                                 PAGE


ARTICLE Eight     PAYMENT OF BENEFITS..............................18

         8.1      Time Of Payment..................................18

         8.2      Method Of Payment................................19

         8.3      Beneficiary Designations.........................20

         8.4      Limitation On Distributions......................20

         8.5      Withholding and Payroll Taxes....................21

ARTICLE Nine      ADMINISTRATION OF THE PLAN.......................21

         9.1      Adoption Of Trust................................21

         9.2      Powers Of The EDCP Committee.....................21

         9.3      Creation Of Committee............................22

         9.4      Chairman And Secretary...........................22

         9.5      Appointment Of Agents............................22

         9.6      Majority Vote And Execution Of Instruments.......23

         9.7      Allocation Of Responsibilities...................23

         9.8      Conflict Of Interest.............................23

         9.9      Indemnification of Committee.....................23

         9.10     Action Taken By Employer.........................23

         9.11     Fiduciary Authority..............................23

         9.12     Participant Statements...........................24

ARTICLE Ten       CLAIM REVIEW PROCEDURE...........................24

         10.1     General..........................................24

         10.2     Appeals..........................................25

         10.3     Notice Of Denials................................25

ARTICLE Eleven    LIMITATION ON ASSIGNMENT; PAYMENTS TO
                    LEGALLY INCOMPETENT DISTRIBUTEE................26

         11.1     Anti-Alienation Clause...........................26

         11.2     Permitted Arrangements...........................26

         11.3     Payment To Minor Or Incompetent..................26

ARTICLE Twelve    AMENDMENT, MERGER AND TERMINATION................26

         12.1     Amendment........................................26

         12.2     Merger Or Consolidation Of Company...............27


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         12.3     Termination Of Plan Or Discontinuance
                     Of Contributions..............................27

         12.4     Continuation of Plan Following A Change
                     of Control....................................27

         12.5     Limitation Of Company's Liability................28

ARTICLE Thirteen  GENERAL PROVISIONS...............................28

         13.1     Limitation Of Rights.............................28

         13.2     Construction.....................................28

         13.3     Status Of Participants As Unsecured Creditors....28

         13.4     Status Of Trust Fund.............................29

         13.5     Funding Upon A Change Of Control.................29

         13.6     No Liability For Acceleration Of Payments........29

         13.7     Uniform Administration...........................30

         13.8     Heirs And Successors.............................30



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                          HARRAH'S ENTERTAINMENT, INC.
                       EXECUTIVE SUPPLEMENTAL SAVINGS PLAN

                                  ARTICLE ONE
                                    PREAMBLE

      HARRAH'S ENTERTAINMENT, INC., a corporation organized and existing under
the laws of the State of Delaware (the "Company"), hereby adopts the Harrah's
Entertainment, Inc. Executive Supplemental Savings Plan (the "Plan") in order to
provide its key executives with an opportunity and incentive to save for
retirement and other purposes.

      The purpose of this Plan is to provide a select group of management or
highly compensated employees of the Company and certain of its affiliates with
the opportunity to defer a portion of their compensation and to receive related
contributions from their employers. As a result, the Plan shall be considered a
"top hat plan", exempt from many of the requirements of the Employee Retirement
Income Security Act of 1974 ("ERISA"). This Plan is not intended to "qualify"
for favorable tax treatment pursuant to Section 401(a) of the Internal Revenue
Code of 1986 (the "Code") or any successor section or statute.

                                  ARTICLE TWO
                                   DEFINITIONS

      When a word or phrase appears in this Plan with the initial letter
capitalized, and the word or phrase does not begin a sentence, the word or
phrase shall generally be a term defined in this Article Two or in the Preamble.
The following words and phrases used in the Plan with the initial letter
capitalized shall have the meanings set forth in this Article Two, unless a
clearly different meaning is required by the context in which the word or phrase
is used:

      2.1 "Account" or "Accounts" means the accounts which may be maintained by
the EDCP Committee to reflect the interest of a Participant under the Plan.

      2.2 "Affiliate" means (a) a corporation which is a member of the same
controlled group of corporations (within the meaning of Section 414(b) of the
Code) as is the Company, (b) any other trade or business (whether or not
incorporated) controlling,


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controlled by, or under common control (within the meaning of Section 414(c) of
the Code) with the Company, and (c) any other corporation, partnership, or other
organization which is a member of an affiliated service group (within the
meaning of Section 414(m) of the Code) with the Company or which is otherwise
required to be aggregated with the Company pursuant to Section 414(o) of the
Code.

      2.3 "Beneficiary" means the person or trust that a Participant, in his
most recent written designation filed with the EDCP Committee, shall have
designated to receive his benefit under the Plan in the event of his death or,
if applicable, the person or entity determined in accordance with Section 8.3
(Beneficiary Designations).

      2.4 "Board" means the Board of Directors of the Company.

      2.5 "Bonus" means the incentive payment or payments earned by a
Participant during a Deferral Period pursuant to the Company's Annual Management
Bonus Plan, the Company's Senior Executive Incentive Plan and/or the Company's
Player Development Bonus Program, as such plans may be amended from time to
time.

      2.6 "Change of Control" means and includes each of the following:

            (a) Any "person" (as such term is used in Section 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other
than an employee benefit plan of the Company, or a trustee or other fiduciary
holding securities under an employee benefit plan of the Company, is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of 25% or more of the Company's then outstanding voting
securities carrying the right to vote in elections of persons to the Board,
regardless of comparative voting power of such voting securities, and regardless
of whether or not the Board shall have approved the acquisition of such
securities by the acquiring person; or

            (b) During any period of two consecutive years, individuals who, at
the beginning of such period, constitute the Board together with any new
director(s) (other than a director designated by a person who shall have entered
into an agreement with the Company to effect a transaction described in clauses
(i) or (iii) of this Subsection) whose election by the Board or


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nomination for election by the Company's stockholders was approved by a vote of
at least two-thirds of the directors then still in office who either were
directors at the beginning of the two year period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof; or

            (c) The holders of securities of the Company entitled to vote
thereon approve the following:

                  (i) A merger or consolidation of the Company with any other
      corporation regardless of which entity is the surviving company, other
      than a merger or consolidation which would result in the voting securities
      of the Company carrying the right to vote in elections of persons to the
      Board outstanding immediately prior thereto continuing to represent
      (either by remaining outstanding or by being converted into voting
      securities of the surviving entity) at least 80% of (a) the Company's then
      outstanding voting securities carrying the right to vote in elections of
      persons to the Board, or (b) the voting securities of such surviving
      entity outstanding immediately after such merger or consolidation, or

                  (ii) A plan of complete liquidation of the Company or an
      agreement for the sale or disposition by the Company of all or
      substantially all of the Company's assets.

            (d) Notwithstanding the definition of a "Change of Control" of the
      Company as set forth in this Section 2.6, the HRC shall have full and
      final authority, which shall be exercised in its discretion, to determine
      conclusively whether a Change of Control of the Company has occurred, and
      the date of the occurrence of such Change of Control and any incidental
      matters relating thereto, with respect to a transaction or series of
      transactions which have resulted or will result in a substantial portion
      of the assets or business of the Company (as determined, prior to the
      transaction or series of transactions, by the HRC in its sole


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      discretion which determination as to whether a substantial portion is
      involved shall be final and conclusive) being held by a corporation at
      least 80% of whose voting securities are held, immediately following such
      transaction or series of transactions, by holders of the voting securities
      of the Company (as determined by the HRC in its sole discretion prior to
      such transaction or series of transactions which determination as to
      whether the 80% amount will be satisfied shall be final and conclusive).
      The HRC may exercise any such discretionary authority without regard to
      whether one or more of the transactions in such series of transactions
      would otherwise constitute a Change in Control of the Company under the
      definition set forth in this Section 2.6.

      2.7 "Code" means the Internal Revenue Code of 1986, as amended.

      2.8 "Company" means Harrah's Entertainment, Inc.

      2.9 "Compensation" means, for each Deferral Period, the total Salary paid
to the Participant and the Bonus earned by the Participant.

      2.10 "DCP" means Harrah's Entertainment, Inc. Deferred Compensation Plan,
as it may be amended from time to time.

      2.11 "Deferral Contribution" means a contribution by a Participant
pursuant to Section 4.1 (Participant Contributions) of this Plan.

      2.12 "Deferral Contribution Account" means the Account maintained to
record the Deferral Contributions made by a Participant pursuant to Section 4.1
(Participant Contributions), as adjusted to reflect the rate of return on the
hypothetical Investment Funds selected by the Participant in accordance with
Section 6.4 (Investment Direction) and other credits or charges called for by
this Plan.

      2.13 "Deferral Period" means, generally, the 12 month period beginning on
each January 1 and ending on the next following December 31. The initial
Deferral Period shall commence as soon as administratively feasible after the
Effective Date and shall end on the next following December 31. With respect to
Participants who enter the Plan after the Effective Date, the initial Deferral
Period shall commence on the date the Participant is notified of his or her
eligibility to participate in the Plan in accordance with Section 3.1 (Selection
of Participants) and shall end on the next following December 31.


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      2.14 "Disability" or "Disabled" means, for purposes of this Plan, that the
Participant qualifies to receive long term disability payments under the
Employer's long term disability insurance program, as it may be amended from
time to time.

      2.15 "EDCP" means the Harrah's Entertainment, Inc. Executive Deferred
Compensation Plan, as it may be amended from time to time.

      2.16 "EDCP Committee" means the committee designated by the Company in
accordance with Section 9.3 (Creation of Committee) to carry out the
administrative responsibilities under the Plan.

      2.17 "Effective Date" means April 1, 2001. With respect to each Affiliate
that adopts this Plan after April 1, 2001, the term "Effective Date" means the
date designated by the adopting Affiliate.

      2.18 "Employee" means any individual classified by an Employer as a common
law employee of the Employer. For this purpose, the classification that is
relevant is the classification in which such individual is placed by the
Employer for purposes of this Plan and the classification of such individual for
any other purpose (e.g., employment tax or withholding purposes) shall be
irrelevant. If an individual is characterized as a common law employee of the
Employer by a governmental agency or court but not by the Employer, such
individual shall be treated as an employee who has not been designated for
participation in this Plan.

      2.19 "Employer" means the Company and any Affiliate that has adopted this
Plan pursuant to Section 3.6 (Adoption by Affiliates).

      2.20 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

      2.21 "HRC" means the Human Resources Committee of the Board.

      2.22 "Investment Fund" means the hypothetical investment fund or funds
established by the EDCP Committee pursuant to Section 6.4 (Investment
Direction).


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      2.23 "Matching Contribution" means an Employer contribution calculated in
accordance with Section 4.2 (Matching Contributions) of this Plan, which may, in
the discretion of the Employer, be transferred to the Trust.

      2.24 "Matching Contribution Account" means the Account maintained to
record the Matching Contributions calculated in accordance with Section 4.2
(Matching Contributions) on behalf of a Participant, as adjusted to reflect the
rate of return on the hypothetical Investment Funds selected by the Participant
in accordance with Section 6.4 (Investment Direction) and other credits or
charges called for by this Plan.

      2.25 "Participant" means any Employee who has been selected for
participation in the Plan. The term "Participant" also shall include former
Participants whose benefits under the Plan have not been fully distributed
pursuant to the provisions of the Plan.

      2.26 "Participation Agreement" means the written agreement to defer Salary
and/or Bonus submitted by a Participant to the EDCP Committee in accordance with
Section 3.2 (Participation Agreement) or Section 3.3 (Revised Participation
Agreement).

      2.27 "Plan" means the Harrah's Entertainment, Inc. Executive Supplemental
Savings Plan, as it may be amended from time to time.

      2.28 "Salary" means the annual base salary paid to the Participant by the
Employer during the Deferral Period, before reduction for amounts deferred
pursuant to this Plan, the Savings and Retirement Plan, any plan maintained
under Section 125 of the Code or any other plan maintained by the Company or an
Employer. Salary does not include expense reimbursements, or any form of
non-cash compensation and benefits.

      2.29 "Savings and Retirement Plan" means the Harrah's Entertainment, Inc.
Savings and Retirement Plan, as it may be amended from time to time.

      2.30 "Trust Agreement" means that certain trust agreement established
pursuant to the Plan between the Company and the Trustee or any trust agreement
hereafter established, the provisions of which are incorporated herein by
reference.


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      2.31 "Trustee" means the Trustee under the Trust Agreement.

      2.32 "Trust Fund" means all assets of whatsoever kind or nature held from
time to time by the Trustee pursuant to the Trust Agreement and forming a part
of this Plan, without distinction as to income and principal and without regard
to source, i.e., Employer or Participant contributions or earnings.

      2.33 "Valuation Date" means the date for valuing the hypothetical
Investment Funds maintained under the Plan, which shall be each business day of
the Deferral Period.

      2.34 "Years of Vesting Service" means the years of service credited to an
individual for vesting purposes under the Savings and Retirement Plan,
determined in accordance will all applicable provisions of the Savings and
Retirement Plan.

                                 ARTICLE THREE
                                   ELIGIBILITY

      3.1 Selection Of Participants

          (a) General. For purposes of Title I of ERISA, the Plan is intended
to be an unfunded plan of deferred compensation covering a select group of
management or highly compensated employees. As a result, participation in the
Plan shall be limited to Employees employed in a position classified by the
Company as a Director-level position or above, and any other Employees employed
by an Employer who are selected for participation in the Plan by the EDCP
Committee. To further ensure compliance with the ERISA participation
requirements applicable to this Plan, the Company, in the exercise of its
discretion, may exclude from participation in the Plan an individual who
otherwise meets the requirements this Section 3.1(a) for any reason, or for no
reason, as the Company deems to be appropriate.

         (b) Entry into Plan. Employees who are eligible to participate in
the Plan as of the initial Effective Date shall enter the Plan as soon as
administratively feasible following such Effective Date. Employees who become
eligible to participate in the Plan after the initial Effective Date shall enter
the Plan as of the first day of the first payroll period commencing in the
Deferral Period next following the Employee's notification of his or her
eligibility to participate in the


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Plan. Notwithstanding the foregoing, the EDCP Committee may, in its discretion,
waive the Plan entry provision set forth in the preceding sentence and permit an
Employee to enter the Plan as of the first day of any payroll period commencing
during a particular Deferral Period.

         (c) No Waiting Periods. A Participant need not complete any
particular period of service in order to be eligible to make Deferral
Contributions. In order to receive Matching Contributions for a Deferral Period,
however, a Participant also must be eligible to receive matching contributions
under the Savings and Retirement Plan for that Deferral Period, as determined in
accordance with the provisions of the Savings and Retirement Plan.

      3.2 Participation Agreement.

         (a) Content of Participation Agreement. Each Participant shall
execute a Participation Agreement evidencing his or her election to participate
in the Plan in the manner and at such time as the EDCP Committee shall require.
In the Participation Agreement, the Participant shall select the amount or rate
of Deferral Contributions and authorize the reduction of the Participant's
Compensation in an amount equal to his Deferral Contributions. The Participant
also shall select in the Participation Agreement the form in which distributions
are to be made from the Participant's Deferral Contribution and Matching
Contribution Accounts (i.e., lump sums, installment payments). The Participation
Agreement also may set forth such other information as the EDCP Committee shall
require. The Participation Agreement made by the Participant shall remain in
full force and effect until such time as it is amended or replaced, or the
Participant's participation in this Plan terminates.

         (b) Timing Requirements.

            (1) Entry on Initial Effective Date. If a Participant is eligible to
participate in the Plan as of the initial Effective Date and the Participant's
initial Participation Agreement is completed and delivered within 30 days of the
Effective Date, the Participant's Deferral Contributions may be determined with
reference to Compensation earned on or after the first day of the first full
payroll period next following receipt of the Participation Agreement by


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the EDCP Committee or as of such other uniform date (not earlier than the first
day of the next full payroll period) as may be designated by the EDCP Committee.

            (2) Entry after Initial Effective Date. If the Participant does not
execute and deliver a Participation Agreement within the initial 30 day period,
or the Participant is notified that he is eligible to participate in the Plan as
of the beginning of any Deferral Period commencing after the Effective Date, the
Participant's Deferral Contributions may be determined with reference to
Compensation earned on or after the first day of the first full payroll period
in any later Deferral Period if the Participant executes and delivers a
Participation Agreement to the EDCP Committee at least 30 days (or such other
period specified by the EDCP Committee pursuant to rules of uniform application)
prior to the first day of such Deferral Period.

            (3) Exceptions. If a Participant is permitted to enter the Plan
during a Deferral Period, his Participation Agreement must be completed and
delivered in accordance with the rules and procedures adopted by the EDCP
Committee for such purpose. Such Participation Agreement shall be effective with
reference to Compensation earned on or after the effective date of the
Participation Agreement, as determined by the EDCP Committee.

         (c) Electronic Administration. The EDCP Committee shall have the
authority to employ alternative means (including, but not limited to,
electronic, internet, intranet, voice response or telephonic) by which
Participants may submit participation elections, directions, and forms required
for participation in, and the administration of, this Plan. If the EDCP
Committee chooses to use these alternative means, any elections, directions or
forms submitted in accordance with the rules and procedures promulgated by the
EDCP Committee will be deemed to satisfy any provision of this Plan calling for
the submission of a written election, direction or form.

      3.3 Revised Participation Agreement. A Participant may file a new
Participation Agreement to change a previously filed election. If the
Participant changes the amount of his Deferral Contributions, the new amount
will become effective in accordance with Section 4.3 (Change in Contributions).
If the new Participation Agreement changes the form of payment, the


                                     -9-
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benefit payment provisions of the new Participation Agreement will be honored
only if payments commence at least thirteen months after the date on which the
new Participation Agreement is completed and delivered. In the exercise of its
discretion, the EDCP Committee may allow a Participant to make a modified
election in any manner prescribed by the EDCP Committee for that purpose.

      3.4 Discontinuance Of Participation. Once an Employee is designated as a
Participant, he will continue as such for all future Deferral Periods unless and
until (a) the Participant terminates from employment with the Employer and all
Affiliates and receives a full distribution of his Accounts, (b) is no longer
categorized as an individual entitled to participate in the Plan pursuant to
Section 3.1 (Selection of Participants) above, or (c) the HRC specifically acts
to discontinue the Participant's participation. The HRC may discontinue a
Participant's participation in the Plan at any time for any or no reason. If a
Participant's participation is discontinued, the Participant will no longer be
eligible to make Deferral Contributions. The Participant will not be entitled to
receive a distribution, however, until the occurrence of one of the events
listed in Article Five (Withdrawals) or Article Eight (Payment of Benefits),
unless the HRC, in the exercise of its discretion, directs that a distribution
be made as of an earlier date in which case the Participant's Accounts shall be
distributed on the same basis as if the Participant's employment had been
terminated.

      3.5 Reemployment. If a former Participant is rehired by an Employer and is
eligible to participate in the Plan, he shall reenter the Plan on the same basis
as a newly eligible Employee in accordance with the provisions of Section 3.1
(Selection of Participants). Such Employee's reentry into the Plan shall have no
impact on any distributions that have been made or are being made in accordance
with Article Eight (Payment of Benefits). Any amounts previously forfeited from
the Participant's Accounts pursuant to Section 7.1 (Vesting of Benefits) shall
not be restored or reinstated upon the Participant's subsequent reentry into the
Plan.

      3.6 Adoption By Affiliates. Any Affiliate of the Company may adopt this
Plan with the approval of the EDCP Committee. Any Affiliate that permits an
individual to make Deferral Contributions pursuant to Section 4.1 (Participant


                                     -10-
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Contributions) shall be deemed to have adopted the Plan without any further
action. The EDCP Committee's acceptance of such Deferral Contributions shall
evidence the consent of the EDCP Committee to the adoption of the Plan by the
Affiliate. Notwithstanding the foregoing, at the request of the EDCP Committee,
the Affiliate shall evidence its adoption of the Plan by an appropriate
resolution of its Board of Directors or in such other manner as may be
authorized by the EDCP Committee. By adopting this Plan, the Affiliate shall be
deemed to have agreed to make the contributions called for by Article Four
(Contributions), agreed to comply with all of the other terms and provisions of
this Plan, delegated to the EDCP Committee the power and responsibility to
administer this Plan with respect to the Affiliate's employees, and delegated to
the Company the full power to amend or terminate this Plan with respect to the
Affiliate's employees.

                                  ARTICLE FOUR
                                  CONTRIBUTIONS

      4.1 Participant Contributions. A Participant may elect to defer a maximum
of 16% of the Salary otherwise payable to him during the Deferral Period, or
such other maximum amount as may be prescribed by the EDCP Committee as the
Salary Deferral Contribution limit for all Participants. A Participant also may
elect to defer a maximum of 90% of any Bonus earned by him during the Deferral
Period (which may be paid during the applicable Deferral Period or after the
close of the applicable Deferral Period), or such other maximum amount as may be
prescribed by the EDCP Committee as the Bonus Deferral Contribution limit for
all Participants. Notwithstanding the foregoing, for purposes of calculating the
maximum Bonus Deferral Contributions for the initial Deferral Period beginning
on the Effective Date, the Bonus earned by the Participant during the entire
2001 calendar year shall be taken into account. The EDCP Committee may, in its
discretion, permit an individual Participant to make Deferral Contributions in
excess of the limitations set forth in or established in accordance with this
Section 4.1 or place additional restrictions on an individual Participant's
Deferral Contributions. All Deferral Contributions under this Plan shall be made
in accordance with such rules and procedures regarding Participant deferrals as
may be promulgated by the EDCP Committee from time to time. All Participant
elections are subject to the timing requirements set forth in Section 3.2(b)
(Participation Agreement - Timing


                                     -11-
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Requirements) and shall remain in effect until replaced or revised in accordance
with Section 3.3 (Revised Participation Agreement).

      4.2 Matching Contributions. Each Employer shall make a Matching
Contribution on behalf of each of its Participants who has elected to make
Salary Deferral Contributions during the Deferral Period under Section 4.1
(Participant Contributions) and is eligible to receive a matching contribution
under the Savings and Retirement Plan. The Matching Contribution for each
eligible Participant shall equal the difference between (i) 100% of the
Participant's Salary Deferral Contributions, up to a maximum of 6% of the
Participant's Salary and (ii) the Employer's matching contribution for such
eligible participant under the Savings and Retirement Plan. No Matching
Contributions shall be made with respect to Bonus Deferral Contributions. The
Matching Contribution shall be credited to each eligible Participant's Matching
Contribution Account as of the year-end Valuation Date.

      4.3 Change In Contributions. A Participant may change the amount or
percentage of Salary Deferral Contributions under Section 4.1 (Participant
Contributions) prior to the beginning of any Deferral Period, with such change
to be effective with reference to Salary earned on or after the first day of the
first full payroll period of the next following Deferral Period. Any change in
the amount or percentage of the Deferral Contribution to be made from any Bonus
shall be effective for Bonuses earned in the first Deferral Period immediately
following the EDCP Committee's receipt of such revised Participation Agreement.
A Participant's election to make no Deferral Contributions to the Plan during
one or more Deferral Periods shall not affect his continued participation in the
Plan or his ability to resume his Deferral Contributions to the Plan in the
future. The EDCP Committee may, in its discretion, determine that special
circumstances exist and permit a Participant to change the amount of his Bonus
Deferral Contributions during the Deferral Period, but in no event shall the
change in the Bonus Deferral Contributions be made later than the last day of
the Deferral Period. Any and all changes in Deferral Contributions made pursuant
to this Section 4.3 shall be made in accordance with uniform rules promulgated
by the EDCP Committee.


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      4.4 Suspension Of Contributions.

        (a) Suspension. A Participant may suspend his contributions under
Section 4.1 as of the first day of any full payroll period in the Deferral
Period, by giving appropriate notice to the EDCP Committee at least 30 days (or
such other period specified by the EDCP Committee pursuant to rules of uniform
application) prior to the date on which the suspension shall become effective.
Any such suspension shall remain in effect for the remainder of the Deferral
Period during which the suspension begins and the entire next following Deferral
Period.

        (b) Resumption Of Contributions. A Participant who has suspended his
contributions pursuant to paragraph (a) above and who applies to the EDCP
Committee in a timely manner shall be entitled to resume his contributions with
respect to Compensation earned beginning on the first day of the first full
payroll period in the Deferral Period next following the expiration of the
suspension as set forth in paragraph (a) above. Any application to resume
contributions shall be made in the form of a revised Participation Agreement and
shall comply with all procedures promulgated by the EDCP Committee pursuant to
Section 3.3 (Revised Participation Agreement).

      4.5 Transferred Contributions. A Participant may make an irrevocable
election, with the consent of the EDCP Committee and in accordance with the
procedures promulgated by the EDCP Committee for such purpose, to transfer all
or a portion of his accumulated account balance under the EDCP or the DCP to
this Plan. Any account balance transfers to this Plan from either the EDCP or
the DCP shall include the vested and non-vested portions of the Participant's
account under such Plan. All amounts transferred to this Plan from the EDCP or
the DCP shall be subject to all of the terms and provisions of this Plan,
including, specifically, the vesting, earnings crediting and payment provisions
of this Plan. The elective deferral account balance and the employer matching
contribution account balance which are transferred from the EDCP and DCP
pursuant to this Section 4.5 shall be allocated among the affected Participant's
Deferral Contribution Account and Matching Contribution Account, respectively.
Amounts transferred from the EDCP or the DCP to this Plan pursuant to this
Section 4.5 may not be transferred from this Plan to the EDCP or DCP.


                                     -13-
<PAGE>

                                  ARTICLE FIVE
                                   WITHDRAWALS

      5.1 Acceleration Of Benefits.

         (a) General. A Participant may elect to receive an accelerated
withdrawal by filing an election with the EDCP Committee in accordance with the
uniform procedures promulgated by the EDCP Committee. The Participant may
request an accelerated withdrawal equal to 25%, 50%, 75% or 100% of the sum of
the Participant's Deferral Contribution Account balance plus the Participant's
vested interest in his Matching Contribution Account. If a Participant requests
an accelerated withdrawal of less than 100% of his vested Accounts, the
Participant may instruct the EDCP Committee to allocate the requested withdrawal
amount between his Deferral Contribution Account and Matching Contribution
Account in the manner set forth by the Participant in his accelerated withdrawal
request. If a Participant makes an accelerated withdrawal election, the
Participant shall receive a single lump sum payment equal to 90% of the
accelerated withdrawal amount. For purposes of determining the amount to be
distributed, the Participant's Accounts shall be valued as of the Valuation Date
immediately preceding the date of the withdrawal. The Participant's vested
interest in his Matching Contribution Account shall be determined as of the
Valuation Date immediately preceding the date of the withdrawal. The accelerated
withdrawal shall be paid as soon as reasonably possible following the filing of
the election by the Participant. If a Participant is married at the time an
accelerated withdrawal is requested, the request will not be given effect unless
the Participant's spouse consents to such request in a manner prescribed by the
EDCP Committee for that purpose.

         (b) Forfeiture. The Participant shall forfeit the remaining 10% of the
accelerated withdrawal amount as of the day on which the accelerated withdrawal
is distributed to the Participant.

         (c) Suspension Of Participation. If a Participant elects to receive an
accelerated withdrawal, the Participant's right to make Deferral Contributions
to the Plan shall be suspended for the remainder of the Deferral Period during
which the accelerated withdrawal is distributed to the Participant and for the
entire next following Deferral Period. Upon expiration


                                     -14-
<PAGE>

of the suspension period described in the preceding sentence, the Participant
shall be permitted to submit a new Participation Agreement in accordance with
Section 3.3 (Revised Participation Agreement) and to begin making Deferral
Contributions with respect to Compensation earned on or after the first day of
the first payroll period of the next following Deferral Period.

      5.2 Account Adjustments. Withdrawals shall be charged to the Participant's
Accounts in accordance with the allocation instructions set forth in the
Participant's request for an accelerated withdrawal. In the absence of such
allocation instructions, the withdrawal shall be charged pro rata to the
Participant's Accounts.

      5.3 Limitation On Distributions. To the extent that any payment under this
Section, when combined with all other payments received during the year that are
subject to the limitations on deductibility under Section 162(m) of the Code,
exceeds the limitations on deductibility under Section 162(m) of the Code, such
payment shall, in the discretion of the EDCP Committee, be deferred to a later
calendar year. Such deferred amounts shall be paid in the next succeeding
calendar year, provided that such payment, when combined with any other payments
subject to the Section 162(m) limitations received during the year, does not
exceed the limitations on deductibility under Section 162(m) of the Code. Any
payment that is deferred in accordance with this Section 5.3 shall be credited
with hypothetical investment earnings and losses in accordance with Article Six
(Crediting of Contributions and Income).


                                     -15-
<PAGE>

                                  ARTICLE SIX
                      CREDITING OF CONTRIBUTIONS AND INCOME

      6.1 Account Allocations. All Deferral Contributions and Matching
Contributions shall be credited to the Participants' Deferral Contribution
Account and the Matching Contribution Account, respectively, in accordance with
the uniform policies and procedures of the EDCP Committee. All transfers to,
payments from and charges against an Account shall be charged against the
Account as of the Valuation Date on which the transaction occurs. The Accounts
are bookkeeping accounts only and the EDCP Committee is not in any way obligated
to segregate assets for the benefit of any Participant.

      6.2 Subaccounts. The EDCP Committee may divide any Account into such
subaccounts as it deems necessary and desirable.

      6.3 Hypothetical Investment Funds. The EDCP Committee shall establish a
series of hypothetical Investment Funds for use pursuant to this Article Six.

      6.4 Investment Direction. A Participant shall complete a portfolio
allocation form directing the hypothetical investment of his Deferral
Contributions and Matching Contributions among the Investment Funds. The
Participant's Deferral Contributions and Matching Contributions shall not be
invested in the Investment Funds, but the value of the Participant's Accounts
shall be measured by the performance of the Investment Funds selected. A
Participant may change his Investment Fund allocations by executing a portfolio
allocation form and delivering such form to the EDCP Committee at least 5 days
prior to the Valuation Date on which it is to be effective. Any and all changes
to a Participant's Investment Fund allocation shall be made in accordance with
the uniform procedures of the EDCP Committee, which shall permit changes in
Investment Fund allocations on a quarterly or more frequent basis. If a
Participant fails to file a portfolio allocation form with the EDCP Committee,
the Participant will be deemed to have selected the default hypothetical
Investment Fund(s) selected by the EDCP Committee for such purpose, in its
discretion and in accordance with its uniform policies and procedures.


                                     -16-
<PAGE>

      6.5 Rate of Return. Participant Accounts shall be adjusted on each
Valuation Date to reflect investment gains and losses as if the Accounts were
invested in the hypothetical Investment Funds selected by the Participants in
accordance with Section 6.4 (Investment Direction) and charged with any and
all reasonable expenses related to the administration of the Plan including,
but not limited to, the reasonable expenses of carrying out the hypothetical
investment directions related to each Account. The earnings and losses
allocated to any Account shall be allocated among the subaccounts of that
Account in the same manner. The earnings and losses determined by the EDCP
Committee in good faith and in its discretion pursuant to this Article Six
shall be binding and conclusive on the Participant, the Participant's
Beneficiary and all parties claiming through them.

                                 ARTICLE SEVEN
                                     VESTING

      7.1 Vesting Of Benefits.

         (a) Deferral Contributions. Each Participant shall at all times have a
fully vested interest in his Deferral Contribution Account, and a Participant's
rights and interest therein shall not be forfeitable for any reason.

         (b) Matching Contributions.

            (1) Full Vesting. Each Participant shall have a fully vested
interest in his Matching Contribution Account on and after the first to occur of
the following events:

                (A)   The Participant's attainment of age 60;

                (B)   The date of death of the Participant;

                (C)   The Participant's Disability;

                (D)   A Change of Control;

                (E)   Termination of the Plan; or

                (F)   The completion of five Years of Vesting Service.


                                     -17-
<PAGE>

            (2) Vesting Schedule. If a Participant terminates service with an
Employer at a time when the Participant does not have a fully vested interest
in his Matching Contribution Account, the Participant's vested interest shall
be determined in accordance with the following schedule:

    Completed Years
    of Vesting Service                            Percentage Vested

    Less than 1 Year                                     0%
    1 but less than 2                                    20%
    2 but less than 3                                    40%
    3 but less than 4                                    60%
    4 but less than 5                                    80%
    5 or more                                           100%

A Participant's vested interest in his Matching Contribution Account shall be
determined as of the Valuation Date immediately preceding the first distribution
to the Participant from his Matching Contribution Account following his
termination of employment. Any portion of a Participant's Accounts which is not
vested shall be forfeited in the first Deferral Period in which the Participant
receives a distribution from this Plan.

      7.2 Changes In Vesting Schedule. In the event that an amendment to this
Plan or the Savings and Retirement Plan directly or indirectly changes the
vesting provisions of Section 7.1 (Vesting of Benefits), the vested percentage
for each Participant in his benefit accumulated to the date when the amendment
is adopted shall not be reduced as a result of the amendment.

                                 ARTICLE EIGHT
                               PAYMENT OF BENEFITS

      8.1 Time Of Payment. With the exception of the withdrawal of amounts
pursuant to Article Five (Withdrawals), no distributions will be made to a
Participant prior to the Participant's death or termination of employment with
the Company and all Affiliates. A Disabled Participant shall continue to
participate in the Plan until such time as the Participant terminates or retires
from employment with the Company and all Affiliates or the Participant dies.
Following the Participant's termination of employment, distributions normally
will be made as soon as possible and in any event shall commence within 60 days
following the end of the month in which


                                     -18-
<PAGE>

the Participant terminates employment. If benefits are being paid pursuant to
this Plan following the death of a Participant, distributions will be made or
commence as of the January 1 next following the date of the Participant's death.

      8.2 Method Of Payment.

         (a) General. The general method of payment under this Plan shall be a
cash lump sum payment.

         (b) Installment Payments. Notwithstanding the provisions of paragraph
(a) above, an "eligible Participant" may receive distributions from his Account
in the form of substantially equal monthly cash installment payments over a
period certain not exceeding 15 years, provided that such method of payment has
been elected by the Participant in his initial Participation Agreement or in any
revised Participation Agreement that has been in effect for the requisite period
of time specified in Section 3.3 (Revised Participation Agreement). For purposes
of this Section 8.2, the term "eligible Participant" includes each Participant
who (1) attains the age of 55 and completes 10 Years of Vesting Service prior to
his termination of employment, (2) attains the age of 60 prior his termination
of employment or (3) terminates or is terminated from employment with the
Employer within two years of a Change of Control. The term "eligible
Participant" also shall include the Beneficiary of a Participant who dies prior
to his termination of employment but after satisfying the age and service
criteria set forth in clause (1) or (2) above. If installment payments are made,
the provisions of Sections 6.3 (Hypothetical Investment Funds), 6.4 (Investment
Direction) and 6.5 (Rate of Return) shall continue to apply to the unpaid
balance. Unless a Participant has affirmatively elected to receive payments in
installments over a period of 15 years or less, the Participant's Accounts shall
be distributed in one lump sum. If a Participant is married at the time a
Participation Agreement or a revised Participation Agreement is filed, an
election to receive payments in installments shall be ineffective unless the
Participant's spouse consents to such election in a manner prescribed by the
EDCP Committee for that purpose.


                                     -19-
<PAGE>

      8.3 Beneficiary Designations.

        (a) General. In the event of the death of the Participant, the
Participant's vested interest in his Accounts shall be paid to the Participant's
Beneficiary. Each Participant shall have the right to designate, in the manner
specified by the EDCP Committee, a Beneficiary or Beneficiaries to receive his
benefits hereunder in the event of the Participant's death.

        (b) Spousal Consent Requirements. If the Participant is married at the
time the Beneficiary designation is filed, the Participant must designate his
spouse as the Beneficiary of at least 50% of the Participant's Account or
provide the spouse's consent to the designation of a Beneficiary other than the
Spouse. If a Participant marries or divorces after a Beneficiary designation is
filed, the designation will no longer be effective.

        (c) Revised Designations. Subject to the spousal consent requirements
noted above, each Participant may change his Beneficiary designation from time
to time in the manner described above. Upon receipt of such designation by the
EDCP Committee, such designation or change of designation shall become effective
as of the date of the notice, whether or not the Participant is living at the
time the notice is received. There shall be no liability on the part of the
Employer, the EDCP Committee or the Trustee with respect to any payment
authorized by the EDCP Committee in accordance with the most recent Beneficiary
designation of the Participant in the possession of the EDCP Committee before
the EDCP Committee receives a more recent Beneficiary designation.

        (d) Deemed Beneficiary Designations. If no designated Beneficiary is
living when benefits become payable, or if there is no designated Beneficiary,
the Beneficiary shall be the Participant's spouse or, if there is no living
spouse, the Beneficiary shall be the Participant's estate. If the designated
Beneficiary dies after the payment of benefits begin, then the Beneficiary for
the remainder of the benefits payable shall be the estate of the Beneficiary.

      8.4 Limitation On Distributions. Distributions made under this Article 8
shall be subject to the same limitations set forth in Section 5.3 (Limitation on
Distributions) of the Plan.


                                     -20-
<PAGE>

      8.5 Withholding and Payroll Taxes. The Employer shall withhold from Plan
payments any taxes required to be withheld from such payments under federal,
state or local law. Any withholding of taxes or other amounts required by
federal, state or local law with respect to amounts credited to Participant
Accounts including, but not limited to, tax due under the Federal Insurance
Contributions Act, shall be withheld, to the maximum extent possible, from the
portion of the Participant's Salary or Bonus that is not contributed to this
Plan. Any withholding amounts that cannot be withheld in accordance with the
preceding sentence shall be withheld from the Participant's Deferral
Contributions.

                                  ARTICLE NINE
                           ADMINISTRATION OF THE PLAN

      9.1 Adoption Of Trust. The Company shall enter into a Trust Agreement with
the Trustee, which Trust Agreement shall form a part of this Plan and is hereby
incorporated herein by reference.

      9.2 Powers Of The EDCP Committee.

         (a) Named Fiduciary. The EDCP Committee is the named fiduciary with
respect to the administration of the Plan.

         (b) General Powers of the EDCP Committee. The EDCP Committee shall have
the power and discretion to perform the administrative duties described in this
Plan or required for proper administration of the Plan and shall have all powers
necessary to enable it to properly carry out such duties. Without limiting the
generality of the foregoing, the EDCP Committee shall have the power and
discretion to construe and interpret this Plan, to hear and resolve claims
relating to this Plan, and to decide all questions and disputes arising under
this Plan. The EDCP Committee shall determine, in its discretion, the service
credited to the Participants, the status and rights of a Participant, and the
identity of the Beneficiary or Beneficiaries entitled to receive any benefits
payable hereunder on account of the death of a Participant.

      (c) Distributions. Except as is otherwise provided hereunder, the EDCP
Committee shall determine the manner and time of payment of benefits under this
Plan. All benefit


                                     -21-
<PAGE>

disbursements by the Trustee shall be made upon the instructions of the EDCP
Committee.

        (d) Decisions Conclusive. The decision of the EDCP Committee upon all
matters within the scope of its authority shall be binding and conclusive upon
all persons.

        (e) Reporting. The EDCP Committee shall file all reports and forms
lawfully required to be filed by the EDCP Committee and shall distribute any
forms, reports or statements to be distributed to Participants and others.

         (f) Trust Fund. The EDCP Committee shall keep itself advised with
respect to the funded status and investment of the Trust Fund.

      9.3 Creation Of Committee. The EDCP Committee shall be appointed by the
Company by action of the HRC. The EDCP Committee must consist of at least three
members, and they shall hold office during the pleasure of the HRC. The EDCP
Committee members shall serve without compensation but shall be reimbursed for
all expenses by the Company. The EDCP Committee shall conduct itself in
accordance with the provisions of this Article Nine. The members of the EDCP
Committee may resign with thirty (30) days notice in writing to the Company and
may be removed immediately at any time by written notice from the Company or the
HRC.

      9.4 Chairman And Secretary. The EDCP Committee shall elect a chairman from
among its members and shall select a secretary who is not required to be a
member of the EDCP Committee and who may be authorized to execute any document
or documents on behalf of the EDCP Committee. The secretary of the EDCP
Committee or his designee shall record all acts and determinations of the EDCP
Committee and shall preserve and retain custody of all such records, together
with such other documents as may be necessary for the administration of this
Plan or as may be required by law.

      9.5 Appointment Of Agents. The EDCP Committee may appoint such other
agents, who need not be members of the EDCP Committee, as it may deem necessary
for the effective performance of its duties, whether ministerial or
discretionary, as the EDCP Committee may deem expedient or appropriate. The
compensation of any agents who are not employees of the Company


                                     -22-
<PAGE>

shall be fixed by the committee within any limitations set by the HRC.

      9.6 Majority Vote And Execution Of Instruments. In all matters, questions
and decisions, the action of the EDCP Committee shall be determined by a
majority vote of its members. They may meet informally or take any ordinary
action without the necessity of meeting as a group. All instruments executed by
the EDCP Committee shall be executed by a majority of its members or by any
member of the EDCP Committee designated to act on its behalf.

      9.7 Allocation Of Responsibilities. The EDCP Committee may allocate
responsibilities among its members or designate other persons to act on its
behalf. Any allocation or designation, however, must be set forth in writing and
must be retained in the permanent records of the EDCP Committee.

      9.8 Conflict Of Interest. No member of the EDCP Committee who is a
Participant shall take any part in any action in connection with his
participation as an individual. Such action shall be voted or decided by the
remaining members of the EDCP Committee.

      9.9 Indemnification of Committee. The Company shall indemnify and hold
harmless the members of the EDCP Committee against any and all claims, loss,
damage, expense or liability arising from any action or failure to act with
respect to this Plan on account of such member's service on the EDCP Committee,
except in the case of gross negligence or willful misconduct.

      9.10 Action Taken By Employer. Any action to be taken by an Employer shall
be taken by resolution adopted by its board of directors or appropriate board
committee; provided, however, that by resolution, the board of directors or
appropriate board committee may delegate to any committee of the board or any
officer of the Employer the authority to take any actions under this Plan, other
than the power to determine the basis of Employer contributions.

      9.11 Fiduciary Authority. All delegations of fiduciary responsibility set
forth in this document regarding the determination of benefits and the
interpretation of the terms of the Plan confer discretionary authority upon the
named fiduciary.


                                     -23-
<PAGE>

      9.12 Participant Statements. The EDCP Committee shall provide a statement
of Plan Accounts to each Participant and Beneficiary on a quarterly or more
frequent basis, as determined by the EDCP Committee in its discretion. Such
statement of Plan Accounts shall reflect the amounts allocated to each Account
maintained for the Participant, the Participant's vested interest in his
Accounts, any distributions, withdrawals or expenses charged against the
Participant's Account, the hypothetical investment earnings and losses on the
Participant's Account, and any other information deemed appropriate by the EDCP
Committee.

                                  ARTICLE TEN
                             CLAIM REVIEW PROCEDURE

      10.1 General. In the event that a Participant or Beneficiary (the
"claimant") is denied a claim for benefits under this Plan, the EDCP Committee
shall provide to the claimant written notice of the denial which shall set
forth:

         (a) The specific reason or reasons for the denial;

         (b) Specific references to pertinent Plan provisions on which the EDCP
Committee based its denial;

         (c) A description of any additional material or information needed
for the claimant to perfect the claim and an explanation of why the material or
information is needed;

         (d) A statement that the claimant may:

            (1) Request a review upon written application to the EDCP Committee;

            (2) Review pertinent Plan documents; and

            (3) Submit issues and comments in writing; and

         (e) That any appeal the claimant wishes to make of the adverse
determination must be in writing to the EDCP Committee within 60 days after
receipt of the EDCP Committee's notice of denial of benefits. The EDCP
Committee's notice must further advise the claimant that his failure to appeal
the action to the EDCP Committee in writing within the 60 day period


                                     -24-
<PAGE>

will render the EDCP Committee's determination final, binding, and conclusive.

      10.2 Appeals.

          (a) If the claimant should appeal to the EDCP Committee, he, or his
duly authorized representative, may submit, in writing, whatever issues and
comments he, or his duly authorized representative, feels are pertinent. The
EDCP Committee shall re-examine all facts related to the appeal and make a final
determination as to whether the denial of benefits is justified under the
circumstances. The EDCP Committee shall advise the claimant in writing of its
decision on his appeal, the specific reasons for the decision, and the specific
Plan provisions on which the decision is based. The notice of the decision shall
be given within 60 days of the claimant's written request for review, unless
special circumstances (such as a hearing) would make the rendering of a decision
within the 60 day period infeasible, but in no event shall the EDCP Committee
render a decision regarding the denial of a claim for benefits later than 120
days after its receipt of a request for review. If an extension of time for
review is required because of special circumstances, written notice of the
extension shall be furnished to the claimant prior to the date the extension
period commences.

         (b) If, upon appeal, the EDCP Committee shall grant the relief
requested by the claimant, then, in addition, the EDCP Committee shall award to
the claimant reasonable fees and expenses of counsel, or any other duly
authorized representative of claimant, which shall be paid by the Company. The
determination as to whether such fees and expenses are reasonable shall be made
by the Company in its sole and absolute discretion and such determination shall
be binding and conclusive on all parties.

      10.3 Notice Of Denials. The EDCP Committee's notice of denial of benefits
shall identify the address to which the claimant may forward his appeal.


                                     -25-
<PAGE>

                                 ARTICLE ELEVEN
                  LIMITATION ON ASSIGNMENT; PAYMENTS TO LEGALLY
                             INCOMPETENT DISTRIBUTEE

      11.1 Anti-Alienation Clause. No benefit which shall be payable under the
Plan to any person shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or
otherwise dispose of the same shall be void. No benefit shall in any manner be
subject to the debts, contracts, liabilities, engagements or torts of any
person, nor shall it be subject to attachment or legal process for or against
any person, except to the extent as may be required by law. The benefits
provided by this Plan are not subject to the qualified domestic relations order
provisions of ERISA or the Code.

      11.2 Permitted Arrangements. Section 11.1 (Anti-Alienation Clause) shall
not preclude arrangements for the withholding of taxes from benefit payments,
arrangements for the recovery of benefit overpayments, arrangements for the
transfer of benefit rights to another plan, or arrangements for direct deposit
of benefit payments to an account in a bank, savings and loan association or
credit union (provided that such arrangement is not part of an arrangement
constituting an assignment or alienation).

      11.3 Payment To Minor Or Incompetent. Whenever any benefit which shall be
payable under the Plan is to be paid to or for the benefit of any person who is
then a minor or determined by the EDCP Committee to be incompetent, the EDCP
Committee need not require the appointment of a guardian or custodian, but shall
be authorized to cause the same to be paid over to the person having custody of
the minor or incompetent, or to cause the same to be paid to the minor or
incompetent without the intervention of a guardian or custodian, or to cause the
same to be paid to a legal guardian or custodian of the minor or incompetent if
one has been appointed or to cause the same to be used for the benefit of the
minor or incompetent.

                                 ARTICLE TWELVE
                        AMENDMENT, MERGER AND TERMINATION

      12.1 Amendment. The Company shall have the right at any time, by an
instrument in writing duly executed, acknowledged and delivered to the EDCP
Committee, to modify, alter or amend this Plan, in whole or in part,
prospectively or retroactively; provided, however, that the duties and
liabilities of the EDCP Committee and the Trustee hereunder shall not be
substantially


                                     -26-
<PAGE>

increased without its written consent; and provided further that the amendment
shall not reduce any Participant's vested interest in the Plan, calculated as of
the date on which the amendment is adopted. If the Plan is amended by the
Company after it is adopted by an Affiliate, unless otherwise expressly
provided, it shall be treated as so amended by such Affiliate without the
necessity of any action on the part of the Affiliate. Any Affiliate or other
corporation adopting this Plan hereby delegates the authority to amend the Plan
to the Company. An Affiliate or other corporation that has adopted this Plan may
terminate its future participation in the Plan at any time.

      12.2 Merger Or Consolidation Of Company. The Plan shall not be
automatically terminated by the Company's acquisition by or merger into any
other employer, but the Plan shall be continued after such acquisition or merger
if the successor employer elects and agrees to continue the Plan. Except as
provided in Section 12.4 (Continuation of Plan Following Change of Control), all
rights to amend, modify, suspend, or terminate the Plan shall be transferred to
the successor employer, effective as of the date of the merger.

      12.3 Termination Of Plan Or Discontinuance Of Contributions. It is the
expectation of the Company that this Plan and the payment of contributions
hereunder will be continued indefinitely. However, continuance of the Plan is
not assumed as a contractual obligation of the Company. Except as provided in
Section 12.4 (Continuation of Plan Following Change of Control), the right is
reserved at any time to terminate this Plan or to reduce, temporarily suspend or
discontinue contributions hereunder. If this Plan is terminated, the HRC may, in
its discretion, direct that all Plan benefits be distributed to current and
former Participants in cash lump sum payments as soon as practicable following
the termination of the Plan. Any distributions made pursuant to this Section
12.3 shall be made in accordance with Section 8.3 (Beneficiary Designations),
Section 8.4 (Limitation on Distributions) and Section 8.5 (Withholding and
Payroll Taxes).

      12.4 Continuation of Plan Following A Change of Control. Notwithstanding
any provision of this Plan to the contrary, if a Change of Control occurs
following the Effective Date of this Plan, a successor employer shall have the
power to (a) terminate this Plan, (b) amend Section 13.5 (Funding Upon A Change
of Control) of the Plan, or (c) amend any provision of the Plan


                                     -27-
<PAGE>

that affects a Participant's entitlement to or the timing of a distribution from
the Plan, only if 80% of the individuals who are Participants in the Plan as of
the date of the Change of Control consent to such an amendment or termination.
The provisions of this Section 12.4 shall not limit a successor employer's
authority to take other actions with respect to the Plan, including the
authority to discontinue contributions to the Plan.

      12.5 Limitation Of Company's Liability. The adoption of this Plan is
strictly a voluntary undertaking on the part of the Company and shall not be
deemed to constitute a contract between the Company and any employee or
Participant or to be consideration for, an inducement to, or a condition of the
employment of any employee. A Participant, employee, or Beneficiary shall not
have any right to retirement or other benefits except to the extent provided
herein.

                                ARTICLE THIRTEEN
                               GENERAL PROVISIONS

      13.1 Limitation Of Rights. Neither this Plan, the Trust nor membership in
the Plan shall give any employee or other person any right except to the extent
that the right is specifically fixed under the terms of the Plan. The
establishment of the Plan shall not be construed to give any individual a right
to be continued in the service of a Employer or as interfering with the right of
a Employer to terminate the service of any individual at any time.

      13.2 Construction. The masculine gender, where appearing in the Plan,
shall include the feminine gender (and vice versa), and the singular shall
include the plural, unless the context clearly indicates to the contrary.
Headings and subheadings are for the purpose of reference only and are not to be
considered in the construction of this Plan. If any provision of this Plan is
determined to be for any reason invalid or unenforceable, the remaining
provisions shall continue in full force and effect. All of the provisions of
this Plan shall be construed and enforced in accordance with the laws of the
State of Delaware.

      13.3 Status Of Participants As Unsecured Creditors. All benefits under the
Plan shall be the unsecured obligations of the Company and each Employer, as
applicable, and, except for those assets which will be placed in the Trust
established in


                                     -28-
<PAGE>

connection with this Plan, no assets will be placed in trust or otherwise
segregated from the general assets of the Company or each Employer, as
applicable, for the payment of obligations hereunder. To the extent that any
person acquires a right to receive payments hereunder, such right shall be no
greater than the right of any unsecured general creditor of the Company and each
Employer, as applicable.

      13.4 Status Of Trust Fund. The Trust Fund is being established to assist
the Company and the Employers in meeting their obligations to the Participants
and to provide the Participants with a measure of protection in certain limited
instances. In certain circumstances described in the Trust Agreement, the assets
of the Trust Fund may be used for the benefit of the Company's or an Affiliate's
creditors and, as a result, the Trust Fund is considered to be part of the
Company's and Employer's general assets. Benefit payments due under this Plan
shall either be paid from the Trust Fund or from the Company's or Affiliate's
general assets as directed by the EDCP Committee. Despite the establishment of
the Trust Fund, it is intended that the Plan be considered to be "unfunded" for
purposes of the ERISA and the Code.

      13.5 Funding Upon A Change Of Control. Upon a Change of Control, and in no
event later than 90 days following the date of a Change of Control, the Company
shall determine whether, for any reason, the assets of the Trust Fund are less
than the aggregate Account balances of all Participants (determined without
regard to the vested interest of each Participant) and transfer an amount equal
to the deficiency to the Trustee of the Trust. If it is discovered at any time
that the amount initially transferred is less than the total amount called for
by the preceding sentence, the shortfall, including any accrued interest on the
shortfall, shall be transferred to the Trustee immediately upon the discovery of
such error.

      13.6 No Liability For Acceleration Of Payments. Under the Plan,
Participants are allowed, to a certain extent, to designate the dates on which
distributions are to be made to them. The EDCP Committee, however, also has the
right, in the exercise of its discretion, to accelerate payments. By accepting
the benefits offered by the Plan, each Participant (and each Beneficiary
claiming through a Participant) acknowledges that the EDCP Committee may
override the Participant's elections and agrees that neither the Participant nor


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<PAGE>

any Beneficiary shall have may claim against the EDCP Committee, the Trustee, or
any Employer if distributions are made earlier than anticipated by the
Participant due to the EDCP Committee's exercise of its discretion to accelerate
payments.

      13.7 Uniform Administration. Whenever in the administration of the Plan
any action is required by the EDCP Committee, such action shall be uniform in
nature as applied to all persons similarly situated, except as otherwise
provided to the contrary in this Plan document or the Trust Agreement.

      13.8 Heirs And Successors. All of the provisions of this Plan shall be
binding upon all persons who shall be entitled to any benefits hereunder, and
their heirs and legal representatives.

                             *    *    *    *

      To signify its adoption of this Executive Supplemental Savings Plan, the
Company has caused this Plan document to be executed by a duly authorized
officer of the Company on this 21st day of February, 2001.

                                             Harrah's Entertainment, Inc.


                                             By /s/ Marilyn G. Winn
                                                --------------------------
                                                    Marilyn G. Winn
                                                    Senior Vice President


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