Exhibit 10.1


 


THE HARRAH’S ENTERTAINMENT, INC.


 


EXECUTIVE SUPPLEMENTAL SAVINGS PLAN II


 





















 


THE HARRAH’S ENTERTAINMENT, INC.

EXECUTIVE SUPPLEMENTAL SAVINGS PLAN II


 


TABLE OF
CONTENTS


 


	
  ARTICLE ONE
  PREAMBLE

  	
   

  
	
   

  	
   

  
	
  ARTICLE TWO
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  “Account” or “Accounts”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.2

  	
  “Affiliate”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.3

  	
  “Beneficiary”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.4

  	
  “Board”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.5

  	
  “Bonus”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.6

  	
  “Change
  of Control”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.7

  	
  “Code”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.8

  	
  “Company”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.9

  	
  “Compensation”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.10

  	
  “Deferral Contribution”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.11

  	
  “Deferral Contribution
  Account”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.12

  	
  “Deferral
  Period”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.13

  	
  “Disability”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.14

  	
  “Discretionary Contribution”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.15

  	
  “Discretionary
  Contribution Account”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.16

  	
  “Distribution
  Year”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.17

  	
  “EDCP
  Committee”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.18

  	
  “EDCP Investment Committee”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.19

  	
  “Effective
  Date”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.20

  	
  “Employee”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.21

  	
  “Employer”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.22

  	
  “ERISA”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.23

  	
  “401(k)
  Compensation”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.24

  	
  “401(k)
  Contributions”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.25

  	
  “401(k)
  Matchable Deferrals”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.26

  	
  “401(k) Matching Contributions”

  	
   

  



 





















 


	
  2.27

  	
  “HRC”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.28

  	
  “Investment
  Fund”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.29

  	
  “Matching Contribution”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.30

  	
  “Matching Contribution
  Account”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.31

  	
  “Matching
  Formula”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.32

  	
  “Matching
  Limit”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.33

  	
  “Participant”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.34

  	
  “Participation Agreement”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.35

  	
  “Plan”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.36

  	
  “Salary”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.37

  	
  “Savings and Retirement
  Plan”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.38

  	
  “Separation from Service”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.39

  	
  “Specified
  Employee”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.40

  	
  “Trust”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.41

  	
  “Trust
  Agreement”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.42

  	
  “Trust Fund”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.43

  	
  “Trustee”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.44

  	
  “Valuation
  Date”

  	
   

  
	
   

  	
   

  	
   

  
	
  2.45

  	
  “Years of Vesting Service”

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE
  ELIGIBILITY

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Selection of Participants

  	
   

  
	
   

  	
   

  	
   

  
	
  3.2

  	
  Participation
  Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  3.3

  	
  Discontinuance of
  Participation

  	
   

  
	
   

  	
   

  	
   

  
	
  3.4

  	
  Reemployment

  	
   

  
	
   

  	
   

  	
   

  
	
  3.5

  	
  Adoption by Affiliates

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR
  CONTRIBUTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Participant Contributions.

  	
   

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching
  Contributions.

  	
   

  



 


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  4.3

  	
  Change or
  Suspension of Contributions

  	
   

  
	
   

  	
   

  	
   

  
	
  4.4

  	
  Discretionary Contributions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE
  WITHDRAWALS UPON UNFORESEEABLE EMERGENCY

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Unforeseeable
  Emergency Withdrawals.

  	
   

  
	
   

  	
   

  	
   

  
	
  5.2

  	
  Account
  Adjustments

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX
  CREDITING OF CONTRIBUTIONS AND INCOME

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Account
  Allocations

  	
   

  
	
   

  	
   

  	
   

  
	
  6.2

  	
  Subaccounts

  	
   

  
	
   

  	
   

  	
   

  
	
  6.3

  	
  Hypothetical Investment
  Funds

  	
   

  
	
   

  	
   

  	
   

  
	
  6.4

  	
  Investment
  Direction

  	
   

  
	
   

  	
   

  	
   

  
	
  6.5

  	
  Rate of
  Return

  	
   

  
	
   

  	
   

  	
   

  
	
  6.6

  	
  Application to
  Beneficiaries

  	
   

  
	
   

  	
   

  	
   

  
	
  6.7

  	
  EDCP Investment Committee

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN VESTING

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Vesting
  of Accounts

  	
   

  
	
   

  	
   

  	
   

  
	
  7.2

  	
  Changes in Vesting Schedule

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT
  DISTRIBUTION ELECTIONS; PAYMENT OF BENEFITS

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Distribution Elections

  	
   

  
	
   

  	
   

  	
   

  
	
  8.2

  	
  Changes of
  Distribution Year Election

  	
   

  
	
   

  	
   

  	
   

  
	
  8.3

  	
  Time of
  Payment

  	
   

  
	
   

  	
   

  	
   

  
	
  8.4

  	
  Form of
  Payments

  	
   

  
	
   

  	
   

  	
   

  
	
  8.5

  	
  Beneficiary Designations

  	
   

  
	
   

  	
   

  	
   

  
	
  8.6

  	
  Prohibition
  on Acceleration of Distributions

  	
   

  
	
   

  	
   

  	
   

  
	
  8.7

  	
  Withholding and Payroll
  Taxes

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE
  ADMINISTRATION OF THE PLAN

  	
   

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Adoption
  of Trust

  	
   

  
	
   

  	
   

  	
   

  
	
  9.2

  	
  Powers of the EDCP
  Committee

  	
   

  
	
   

  	
   

  	
   

  
	
  9.3

  	
  Creation of Committee

  	
   

  



 


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  9.4

  	
  Appointment of Agents

  	
   

  
	
   

  	
   

  	
   

  
	
  9.5

  	
  Majority
  Vote and Execution of Instruments

  	
   

  
	
   

  	
   

  	
   

  
	
  9.6

  	
  Allocation of
  Responsibilities

  	
   

  
	
   

  	
   

  	
   

  
	
  9.7

  	
  Conflict
  of Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  9.8

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  
	
  9.9

  	
  Action Taken by Employer

  	
   

  
	
   

  	
   

  	
   

  
	
  9.10

  	
  Discretionary Authority

  	
   

  
	
   

  	
   

  	
   

  
	
  9.11

  	
  Participant Statements

  	
   

  
	
   

  	
   

  	
   

  
	
  9.12

  	
  Compliance with Section 409A
  of the Code

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN
  CLAIMS REVIEW PROCEDURE

  	
   

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  General

  	
   

  
	
   

  	
   

  	
   

  
	
  10.2

  	
  Benefit Determination

  	
   

  
	
   

  	
   

  	
   

  
	
  10.3

  	
  Appeals

  	
   

  
	
   

  	
   

  	
   

  
	
  10.4

  	
  Notice
  of Denials

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN
  LIMITATION ON ASSIGNMENT; PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  Anti-Alienation Clause

  	
   

  
	
   

  	
   

  	
   

  
	
  11.2

  	
  Permitted Arrangements

  	
   

  
	
   

  	
   

  	
   

  
	
  11.3

  	
  Payment to Minor or
  Incompetent

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE
  AMENDMENT, MERGER AND TERMINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  12.1

  	
  Amendment

  	
   

  
	
   

  	
   

  	
   

  
	
  12.2

  	
  Merger or
  Consolidation of Company

  	
   

  
	
   

  	
   

  	
   

  
	
  12.3

  	
  Termination
  of Plan or Discontinuance of Contributions

  	
   

  
	
   

  	
   

  	
   

  
	
  12.4

  	
  Continuation of Plan
  following a Change of Control

  	
   

  
	
   

  	
   

  	
   

  
	
  12.5

  	
  Limitation of Company’s
  Liability

  	
   

  
	
   

  	
   

  	
   

  
	
  12.6

  	
  Limitation on Distributions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN
  GENERAL PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  13.1

  	
  Limitation
  of Rights

  	
   

  



 


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  13.2

  	
  Construction

  	
   

  
	
   

  	
   

  	
   

  
	
  13.3

  	
  Status of Participants as
  Unsecured Creditors

  	
   

  
	
   

  	
   

  	
   

  
	
  13.4

  	
  Status
  of Trust Fund

  	
   

  
	
   

  	
   

  	
   

  
	
  13.5

  	
  Funding
  upon a Change of Control

  	
   

  
	
   

  	
   

  	
   

  
	
  13.7

  	
  Uniform
  Administration

  	
   

  
	
   

  	
   

  	
   

  
	
  13.8

  	
  Heirs and
  Successors

  	
   

  
	
   

  	
   

  	
   

  
	
  13.9

  	
  Electronic
  Administration.

  	
   

  



 


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THE HARRAH’S ENTERTAINMENT,
INC.


EXECUTIVE SUPPLEMENTAL SAVINGS PLAN II


 


ARTICLE ONE

PREAMBLE


 


HARRAH’S ENTERTAINMENT,
INC., a Delaware corporation (the “Company”), has adopted this Harrah’s
Entertainment, Inc. Executive Supplemental Savings Plan II (the “Plan”),
effective as of January 1, 2005, in order to provide key executives and
senior management employees 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 contributions from their
employers.  As a result, the Plan is
intended to be a “top hat plan,” exempt from certain requirements of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), pursuant
to Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.  This Plan is not intended to qualify for
favorable tax treatment pursuant to Section 401(a) of the Internal Revenue
Code of 1986, as amended (the “Code”), or any successor section or
statute.  This Plan is intended to comply
with the requirements of Section 409A(a)(2), (3) and (4) of the Code.


 


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 or
the Beneficiary of a deceased 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, 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 or her most recent written designation filed with the EDCP
Committee, shall have designated to receive his or her benefit under the Plan
in the event of his or her death or, if applicable, the person or entity
determined in accordance with Section 8.5 (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, the
Company’s Player Development Bonus Program and/or the Horseshoe Gaming Holding
Corp. 2004 Annual Bonus Incentive Plan, as such plans may be amended from time
to time, and those short-term cash incentive plans that are approved by the
EDCP Committee or its delegate, the Senior Vice President of Human Resources of
the Company.


 


2.6                               “Change of Control” means and includes each
of the following events or transactions described in subsection (a), (b),
(c) or (d):


 


(a)                                  the
acquisition, directly or indirectly, by any “person” or “group” (as those terms
are defined in Sections 3(a)(9), 13(d) and 14(d) of the Securities Exchange Act
of 1934 (the “Exchange Act”) and the rules thereunder) of “beneficial ownership”
(as determined pursuant to Rule 13d-3 under the Exchange Act) of securities
entitled to vote generally in the election of directors (“voting securities”)
of the Company that represent twenty-five percent (25%) or more of the combined
voting power of the Company’s then outstanding voting securities, other than


 


(1)                                 an acquisition by a trustee or other
fiduciary holding securities under any employee benefit plan (or related trust)
sponsored or maintained by the Company or any person controlled by the Company
or by any employee benefit plan (or related trust) sponsored or maintained by
the Company or any person controlled by the Company, or


 


(2)                                 an acquisition of voting securities by
the Company or a corporation owned, directly or indirectly by the stockholders
of the Company in substantially the same proportions as their ownership of the
stock of the Company, or


 


(3)                                 an acquisition of voting securities
pursuant to a transaction described in subsection (c) below that would not
be a Change of Control under subsection (c);


 


Notwithstanding
the foregoing, neither of the following events shall constitute an “acquisition”
by any person or group for purposes of this subsection (a):  an acquisition of the Company’s securities by
the Company which causes the Company’s voting securities beneficially owned by
a person or group to represent twenty-five percent (25%) or more of the
combined voting power of the Company’s then outstanding voting securities;
provided, however, that if a person or group shall become the beneficial owner
of twenty-five percent (25%) or more of the combined voting power of the
Company’s then outstanding voting securities by reason of share acquisitions by
the Company as described above and shall, after such share acquisitions by the
Company, become the beneficial owner of any additional voting securities of the
Company, then such acquisition shall constitute a Change of Control; 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


 


2





















 


than a
director designated by a person who shall have entered into an agreement with
the Company to effect a transaction described in subsection (a) or (c))
whose election by the Board or 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
consummation by the Company (whether directly involving the Company or
indirectly involving the Company through one or more intermediaries) of a
merger, consolidation, reorganization, or business combination, or a sale or
other disposition of all or substantially all of the Company’s assets, or the
acquisition of assets or stock of another entity, in each case other than a
transaction


 


(1)                                 which results in the Company’s voting
securities outstanding immediately before the transaction continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the Company or the person that, as a result of the transaction,
controls, directly or indirectly, the Company or owns, directly or indirectly,
all or substantially all of the Company’s assets or otherwise succeeds to the
business of the Company (the Company or such person, the “Successor Entity”))
directly or indirectly, at least a majority of the combined voting power of the
Successor Entity’s outstanding voting securities immediately after the transaction,
and


 


(2)                                 after which no person or group
beneficially owns voting securities representing twenty-five percent (25%) or
more of the combined voting power of the Successor Entity; provided,
however, that no person or group shall be treated for purposes of
this paragraph (2) as beneficially owning twenty-five percent (25%) or more of
combined voting power of the Successor Entity solely as a result of the voting
power held in the Company prior to the consummation of the transaction; or


 


(d)                                  the
Company’s stockholders approve a liquidation or dissolution of the Company.


 


The HRC shall have full
and final authority, which shall be exercised in its discretion, to determine
conclusively whether a “Change of Control” has occurred pursuant to the above
definition, and the date of the occurrence of such “Change of Control” and any
incidental matters relating thereto.


 


2.7                               “Code” means the Internal Revenue Code of 1986, as
amended from time to time.


 


2.8                               “Company” means Harrah’s Entertainment, Inc., a
Delaware corporation.


 


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


 


3





















 


2.10                        “Deferral Contribution” means a
contribution by a Participant pursuant to Section 4.1 (Participant
Contributions) of this Plan.


 


2.11                        “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 in accordance with this Plan.  A Participant’s Deferral Contribution Account
shall be divided into subaccounts as determined by the EDCP Committee.


 


2.12                        “Deferral Period” means, the twelve (12) month period beginning on each January 1
and ending on the next following December 31.  The initial Deferral Period shall commence as
of the Effective Date and shall end on the next following December 31.


 


2.13                        “Disability” 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.


 


2.14                        “Discretionary Contribution” means
an Employer contribution determined in accordance with Section 4.4 (Discretionary
Contributions) of this Plan, which may, in the discretion of the Employer,
be transferred to the Trust.


 


2.15                        “Discretionary Contribution Account”
means the Account maintained to record the Discretionary Contributions
calculated in accordance with Section 4.4 (Discretionary 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 in accordance with this
Plan.  A Participant’s Discretionary
Contribution Account shall be divided into subaccounts as determined by the
EDCP Committee.


 


2.16                        “Distribution Year” means the calendar year
selected by a Participant for purposes of distributions from the subaccounts of
such Participant’s Accounts for a Deferral Period.


 


2.17                        “EDCP Committee” means the committee
designated in accordance with Section 9.3 (Creation of Committee)
to carry out the administrative responsibilities under the Plan.


 


2.18                        “EDCP Investment Committee” means
the committee that has the responsibility for selecting and monitoring
performance of the Investment Funds.


 


2.19                        “Effective Date” means January 1, 2005.  With respect to each Affiliate that adopts
this Plan after January 1, 2005, the term “Effective Date” means the date
designated by the adopting Affiliate.


 


2.20                        “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


 


4





















 


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.


 


2.21                        “Employer” means the Company and any Affiliate that
has adopted this Plan pursuant to Section 3.5 (Adoption by Affiliates).


 


2.22                        “ERISA” means the Employee Retirement Income Security
Act of 1974, as amended from time to time.


 


2.23                        “401(k)
Compensation” means, with respect to a
Participant, such Participant’s compensation (as defined in the Savings and
Retirement Plan) for purposes of determining the Employer’s matching
contribution (if any) for such Participant under the Savings and Retirement
Plan.


 


2.24                        “401(k)
Contributions”
means a Participant’s “elective contributions,” as defined in Treasury
Regulation Section 1.401(k)-1(g)(3), made to the Savings and Retirement
Plan in which such Participant is a participant.


 


2.25                        “401(k)
Matchable Deferrals” means, with respect to a Participant, such
Participant’s assumed 401(k) Contributions subject to the Employer’s matching
contribution under the Savings and Retirement Plan, which shall equal:


 


(a)                                  the Matching Limit,
multiplied by


 


(b)                                  such Participant’s
401(k) Compensation.


 


A Participant’s “401(k)
Matchable Deferrals” for a Deferral Period shall be determined without regard
to such Participant’s actual 401(k) Contributions for such Deferral Period.


 


2.26                        “401(k)
Matching Contributions” means, with respect to
a Participant, the Employer’s matching contributions assumed to be made for such
Participant under the Savings and Retirement Plan, determined under the
Matching Formula, based on such Participant’s 401(k) Matchable Deferrals.  A Participant’s “401(k) Matching
Contributions” for a Deferral Period shall be determined without regard to the
Employer’s actual matching contributions made for such Participant for such
Deferral Period.


 


2.27                        “HRC” means the Human Resources Committee of the Board.


 


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


 


2.29                        “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.


 


5





















 


2.30                        “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 in accordance with this
Plan.  A Participant’s Matching
Contribution Account shall be divided into subaccounts as determined by the
EDCP Committee.


 


2.31                        “Matching Formula” means, with respect to a
Participant, the formula under which matching contributions in the Savings and
Retirement Plan under which such Participant is eligible to make contributions are
determined for such Participant, determined without regard to any limitations
on such matching contributions under Section 401(m) or 415 of the Code, or
any limitation of compensation taken into account in determining such matching
contributions under Section 401(a)(17) of the Code.  The “Matching Formula” for a Participant for
a Deferral Period shall be determined as of the first day of such Deferral
Period (or, if such Participant first becomes eligible to participate in the
Plan during such Deferral Period, the date as of which he or she first becomes
eligible to participate).


 


2.32                        “Matching Limit” means, with respect to a
Participant, the maximum designated percentage of 401(k) Compensation of such Participant
that, if contributed by such Participant to the Savings and Retirement Plan, is
eligible for a matching contribution under the Matching Formula of the Savings
and Retirement Plan under which such Participant is eligible to make contributions.


 


2.33                        “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.


 


2.34                        “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).


 


2.35                        “Plan” means this Harrah’s Entertainment, Inc.
Executive Supplemental Savings Plan II, as it may be amended from time to time.


 


2.36                        “Salary” means the annual base salary earned by the
Participant from 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, salary continuation payments except as
otherwise provided by an employment agreement or separation agreement, or any
form of non-cash compensation and benefits.


 


2.37                        “Savings and Retirement Plan” means
the Harrah’s Entertainment, Inc. Savings and Retirement Plan, as it may be
amended from time to time, the Horseshoe Gaming Holding Corp. 401(k) Plan, as
it may be amended from time to time, and such other profit-sharing plans
qualified under Sections 401(a) and 401(k) of the Code that are maintained by
an Employer and designated from time to time by the EDCP Committee.  For purposes of the Plan, with respect to any
Participant, “Savings and Retirement Plan” shall mean, for the Deferral Period
or any


 


6





















 


portion thereof, the plan
to which such Participant is eligible to make elective deferral contributions
during such Deferral Period or portion thereof.


 


2.38                        “Separation from Service” of a
Participant means his or her “separation from service,” with respect to the
Company and the Affiliates, within the meaning of Section 409A(a)(2)(A)(i)
of the Code, as determined by the Secretary of the Treasury.  The HRC shall have full and final authority,
which shall be exercised in its discretion, to determine conclusively whether a
Participant has had a “Separation from Service,” and the date of such “Separation
from Service.”


 


2.39                        “Specified Employee” means, with respect
to the Company and the Affiliates, a “key employee,” as defined in Section 416(i)
of the Code (determined without regard to paragraph (5) thereof) of the
corporation, any stock in which is publicly traded on an established securities
market, within the meaning of Section 409A(a)(2)(B)(i) of the Code and the
Treasury Regulations thereunder.


 


2.40                        “Trust” means the trust established under the Trust
Agreement.


 


2.41                        “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.


 


2.42                        “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.


 


2.43                        “Trustee” means the Trustee under the Trust
Agreement.


 


2.44                        “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.


 


2.45                        “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 with 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 of an Employer, within the
meaning of Sections 201(1), 301(a)(3) and 401(a)(1) of ERISA.  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


 


7





















 


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)                                  Eligibility
Date.  An Employee who, as of the
Effective Date, is employed in a position classified by the Company as a
Director-level position or above, or has been selected for participation in the
Plan by the EDCP Committee, shall become eligible to participate in the Plan as
of the Effective Date.  Any other
Employee shall become eligible to participate in the Plan as of the first day
of the Deferral Period on or next following the date on which such Employee is
employed in a position classified by the Company as a Director level position
or above (or as of such earlier or later date as is designated by the EDCP
Committee), or if such Employee is selected for participation in the Plan by
the EDCP Committee, the date of participation designated by the EDCP Committee.  The date as of which an Employee first becomes
eligible to participate in the Plan shall be referred to as such Employee’s “Eligibility
Date.”


 


(c)                                  Entry
into Plan.


 


(1)                                 Entry on Effective Date.  An
Employee who is eligible to participate in the Plan as of the Effective Date
shall enter the Plan as of the Effective Date. 
If such Participant’s initial Participation Agreement is completed and
delivered to the EDCP Committee prior to the Effective Date, the Participant’s
Deferral Contributions shall be determined with reference to Compensation earned
on or after the Effective Date.


 


(2)                                 Entry
after Effective Date.  Except
as provided in paragraph (3), if a Participant becomes eligible to participate
in the Plan after the Effective Date, such Participant may elect to begin Plan
participation as of the first day of any subsequent Deferral Period.  Such Participant shall complete and deliver
his or her Participation Agreement in accordance with the rules and procedures
adopted by the EDCP Committee for such purpose on or before the first day of
such Deferral Period, and such Participant’s Deferral Contributions shall be
determined with reference to Compensation earned on or after the first day of
such Deferral Period.


 


(3)                                 Exception to Entry
Requirement.  If a Participant first becomes eligible to
participate in the Plan after the Effective Date, such Participant may elect to
begin Plan participation during a Deferral Period, if such Participant elects
to begin Plan participation within thirty (30) days after his or her
Eligibility Date.  Such Participant shall
complete and deliver his or her Participation Agreement in accordance with the
rules and procedures adopted by the EDCP Committee for such purpose within
thirty (30) days after his or her Eligibility Date, and such Participation
Agreement shall be effective as of such date following completion and delivery
as is determined by the EDCP Committee. 
Such Participation Agreement shall
apply only with respect to such Participant’s Salary earned on or after the
first day of the first full payroll period in the Deferral Period following the
effective date of such Participation Agreement, and that portion of the Bonus
earned during the portion of the Deferral Period commencing on the effective
date of such Participation Agreement, as determined by the EDCP Committee.


 


8





















 


(d)                                  No
Waiting Periods.  A Participant
need not complete any particular period of service in order to be eligible to
make Deferral Contributions or to receive Discretionary 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.


 


(1)                                 Authorization of Deferral Contributions.  A
Participant shall complete and deliver a Participation Agreement evidencing his
or her election to participate in the Plan with respect to a Deferral Period, in
the manner and at such time as the EDCP Committee shall require.  Except as otherwise provided in Section 3.1(c)(3)
(Selection of Participants – Entry into Plan – Exception to Entry
Requirement), a Participant must complete and deliver his or her
Participation Agreement with respect to the Deferral Period prior to such
Deferral Period.  In the Participation
Agreement with respect to a Deferral Period, the Participant shall select the
amount or rate of his or her Deferral Contributions and authorize the reduction
of his or her Compensation in an amount equal to his or her Deferral
Contributions.  A Participant’s
Participation Agreement shall set forth such other information as the EDCP
Committee shall require.


 


(2)                                 Distribution Elections. 
A Participant shall make a Separation from Service Election, or a
Distribution Year Election, in his or her Participation Agreement in accordance
with Section 8.1 (Distribution Elections).


 


(3)                                 Subsequent Deferral Periods. 
The Participation Agreement made by the Participant for a Deferral
Period shall apply to such Deferral Period, and shall apply to each subsequent
Deferral Period, except to the extent such Participant completes and delivers a
new Participation Agreement prior to the first day of such Deferral Period, as
follows:


 


(A)                              such Participant’s election to defer such
Participant’s Salary and Bonus under Sections 4.1 (Participant Contributions)
shall be effective for such subsequent Deferral Period,


 


(B)                                in the event such Participant made a
Separation from Service Election, such Participant’s Separation from Service
Election (including the form of distribution thereunder) shall be effective for
such subsequent Deferral Period, and


 


(C)                                in the event such Participant made a
Distribution Year Election, such Distribution Year Election shall not be
effective for such subsequent Deferral Period, and such Participant shall be
deemed to have made a Separation from Service Election (and elected
distribution in the form of a lump sum payment) for such subsequent Deferral
Period.


 


A Participant may, but shall
not be required to, complete and deliver a Participation Agreement for each
Deferral Period.


 


9





















 


3.3                               Discontinuance of Participation.  Once an Employee is designated as a
Participant, he or she shall 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 shall no longer be eligible to make Deferral
Contributions and shall no longer be eligible for Matching Contributions or
Discretionary Contributions.  The
Participant shall not be entitled to receive a distribution, however, until the
occurrence of one of the events listed in Article Five (Withdrawals
upon Unforeseeable Emergency) or Article Eight (Distribution
Elections; Payment of Benefits).


 


3.4                               Reemployment. If a former Employee is rehired by an
Employer and is eligible to participate in the Plan, he or she shall reenter
the Plan on the first day of any Deferral Period commencing after the date he
or she is rehired 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 (Distribution
Elections; 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.


 


3.5                               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 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)                                  Salary Deferral
Contributions.  Subject to subsection (d), a Participant
may elect to defer any whole percentage of such Participant’s Salary earned by him
or her during the Deferral Period up to a maximum of seventy-five percent
(75%), or such other maximum amount as may be prescribed by the EDCP Committee
as the Salary Deferral Contribution limit for all Participants or pursuant to
subsection (c).


 


10





















 


(b)                                  Bonus Deferral
Contributions.  A Participant may elect to defer any whole
percentage of any Bonus earned by him or her during the Deferral Period (which
may be paid during the applicable Deferral Period or after the close of the
applicable Deferral Period), up to a maximum of ninety percent (90%), or such
other maximum amount as may be prescribed by the EDCP Committee as the Bonus
Deferral Contribution limit for all Participants or pursuant to subsection (c).


 


(c)                                  Excess Deferral
Contributions.  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, prior to the first day of the
Deferral Period for which such permission or additional limitation is to be
effective.  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 (Participation
Agreement).


 


(d)                                  Mandatory Salary Deferral
Contributions.  If a Participant is required under the terms
of such Participant’s employment agreement with the Employer to defer that
portion of such Participant’s Salary in excess of one million dollars
($1,000,000) (or such other amount as specified in such agreement), the portion
of such Participant’s Salary earned during the Deferral Period in excess of
such amount shall be deferred pursuant to this subsection (d).  The EDCP Committee shall determine the amount
required to be deferred from such Participant’s Salary for each pay period
during the Deferral Period.  Such
Participant may elect to defer the remainder of his or her Salary in accordance
with subsection (a).


 


4.2                               Matching Contributions. 


 


(a)                                  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.  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 or date of
termination.


 


(b)                                  The Matching Contribution for each
eligible Participant shall equal the excess (if any) of:


 


(1)                                 the matching contributions that would
have been made for such Participant under the Savings and Retirement Plan,
determined under the Matching Formula, based on the sum of


 


11





















 


(A)                              the Participant’s 401(k) Matchable
Deferrals for the plan year of the Savings and Retirement Plan coinciding with
the Deferral Period, plus


 


(B)                                the Participant’s Salary Deferral
Contributions in the Deferral Period,


 


up to the Matching
Limit as applied to the Participant’s Salary, less


 


(2)                                 the Participant’s 401(k) Matching
Contributions for the plan year of the Savings and Retirement Plan coinciding
with such Deferral Period.


 


4.3                               Change or Suspension of Contributions.


 


(a)                                  Rules. 
Any and
all changes or suspensions of Deferral Contributions made pursuant to this Section 4.3
shall be made in accordance with rules promulgated by the EDCP Committee.


 


(b)                                  Salary Deferral
Contributions.


 


(1)                                 A Participant may change the amount or
percentage of his or her Salary Deferral Contributions under Section 4.1(a)
(Participant Contributions – Salary Deferral Contributions), or suspend
his or her Salary Deferral Contributions under Section 4.1(a), prior to
the beginning of any Deferral Period. 
Any change in the amount or percentage of the Salary Deferral
Contributions to be made from any Salary, or suspension of Salary Deferral
Contributions, shall be effective with respect to Salary earned on or after the
first day of the first full pay period of the next following Deferral Period.


 


(2)                                 A Participant may not change or suspend
the amount of his or her Salary Deferral Contributions for a Deferral Period
under Section 4.1(d) (Participant Contributions – Mandatory Salary
Deferral Contributions).


 


(c)                                  Bonus Deferral
Contributions.


 


(1)                                 A Participant may change the amount or
percentage of his or her Bonus Deferral Contributions under Section 4.1(b)
(Participant Contributions – Bonus Deferral Contributions), or suspend
his or her Bonus Deferral Contributions under Section 4.1(b), prior to the
beginning of any Deferral Period.  Any
change in the amount or percentage of the Bonus Deferral Contributions to be
made from any Bonus shall be effective with respect to Bonus earned on or after
the first day of the next following Deferral Period.


 


(2)                                 Notwithstanding paragraph (1), the EDCP
Committee, in its discretion, may permit a Participant to change the amount or
percentage of his or her Bonus Deferral Contributions under Section 4.1(b),
or suspend his or her Bonus Deferral Contributions under Section 4.1(b),
to the extent such Participant’s Bonus constitutes performance-based
compensation based on services performed over a period of at least twelve (12)
months (within the meaning of Section 409A(a)(4)(B)(iii) of the Code and


 


12





















 


the Treasury Regulations thereunder), not later than six months before
the end of the service period of such Bonus, in accordance with Section 409A(a)(4)(B)(iii)
of the Code and the Treasury Regulations thereunder.


 


(d)                                  Future Participation. 
A
Participant’s election to make no Deferral Contributions to the Plan during one
or more Deferral Periods, or to suspend his or her Deferral Contributions,
shall not affect his or her continued participation in the Plan or his or her ability
to resume his Deferral Contributions to the Plan in a future Deferral Period.


 


4.4                               Discretionary Contributions.  With the approval of the EDCP Committee, each
Employer, in its sole discretion, may make a Discretionary Contribution on
behalf of such Participants as it designates. 
The amount of the Discretionary Contribution shall be determined by the
Employer in its sole discretion, and approved by the EDCP Committee.  All Discretionary Contributions shall be
credited to the Participant’s Discretionary Contribution Account as of the time
designated by the Employer or the EDCP Committee.  Discretionary Contributions may be subject to
additional requirements, including vesting and withdrawal limitations (which
shall be in addition to the withdrawal and distribution limitations of Articles
Five (Withdrawals upon Unforeseeable Emergency) and Eight (Distribution
Elections; Payment of Benefits), as established by the Company or the EDCP
Committee.  Any Discretionary
Contributions made under this Section 4.4 shall be made in accordance with
the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the
Treasury Regulations thereunder.


 


ARTICLE FIVE

WITHDRAWALS UPON UNFORESEEABLE EMERGENCY


 


5.1                               Unforeseeable Emergency Withdrawals.


 


(a)                                  General.


 


(1)                                 A Participant may elect to receive a
withdrawal from his or her Accounts upon the occurrence of an Unforeseeable
Emergency.  Such Participant may elect to
receive a withdrawal by completing and delivering an election with the EDCP
Committee in accordance with the uniform procedures promulgated by the EDCP
Committee.


 


(2)                                 The election to receive a withdrawal upon
the occurrence of an Unforeseeable Emergency by a Participant who is entitled
to a distribution under Article Eight (Distribution Elections; Payment
of Benefits) shall override the distribution election in effect for such
Participant under Article Eight with respect to the amount to be
withdrawn, both as to form of payment and timing of payment.  If installment payments to such Participant
have begun at the time an election for a withdrawal upon the occurrence of an
Unforeseeable Emergency is made, the election shall apply only with respect to
the unpaid balance of such Participant’s Accounts.


 


(3)                                 The amount to be distributed to a
Participant who elects a withdrawal upon the occurrence of an Unforeseeable
Emergency shall not exceed the amounts necessary to satisfy such Unforeseeable
Emergency, plus amounts necessary to pay taxes reasonably anticipated as a
result of the withdrawal, after taking into account the extent to which


 


13





















 


such Unforeseeable Emergency is or may be relieved
through reimbursement or compensation by insurance or otherwise or by
liquidation of the Participant’s assets (to the extent the liquidation of such
assets would not itself cause severe financial hardship), as determined by the
EDCP Committee in accordance with Section 409A(a)(2)(B)(ii)(II) of the
Code and the Treasury Regulations thereunder.


 


(4)                                 For purposes of this Section 5.1, “Unforeseeable
Emergency” with respect to a Participant shall mean a severe financial hardship
to the Participant resulting from an illness or accident of the Participant,
the Participant’s spouse, or a dependent (as defined in Section 152(a) of
the Code) of the Participant, loss of the Participant’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant, as
determined by the EDCP Committee in accordance with Section 409A(a)(2)(B)(ii)(I)
of the Code and the Treasury Regulations thereunder.


 


(5)                                 For purposes of determining the amount to
be distributed to such Participant, the Participant’s Accounts shall be valued
as of the Valuation Date immediately preceding the date the withdrawal election
is approved by the EDCP Committee.  The
amount to be distributed to a Participant who elects a withdrawal upon the
occurrence of an Unforeseeable Emergency shall not exceed such Participant’s
vested interest in his or her Accounts.  The Participant’s vested interest in his or
her Matching Contribution Account and Discretionary Contribution Account shall
be determined as of the Valuation Date immediately preceding the date the
withdrawal election is approved by the EDCP Committee.


 


(6)                                 The amount to be distributed to the
Participant pursuant to such Participant’s election to receive a withdrawal
upon the occurrence of Unforeseeable Emergency shall be paid in a lump sum
payment within thirty (30) days following the approval of the Participant’s withdrawal
election by the EDCP Committee.


 


(b)                                  Suspension
of Participation.  If a
Participant receives a withdrawal upon the occurrence of Unforeseeable
Emergency, the Participant’s Deferral Contributions to the Plan shall be
suspended for the remainder of the Deferral Period during which the withdrawal
is distributed to the Participant, to the extent required under Section 409A(a)(2)(B)(ii)
of the Code and the Treasury Regulations thereunder.  Upon expiration of the suspension period
described in the preceding sentence, the Participant shall be permitted to
submit a new Participation Agreement in accordance with Section 3.2 (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.  A Participant’s withdrawal upon the
occurrence of Unforeseeable Emergency shall be charged on a pro rata basis to
the Participant’s vested interests in the subaccounts in such Participant’s Accounts.


 


ARTICLE SIX

CREDITING OF CONTRIBUTIONS AND INCOME


 


6.1                               Account Allocations.  All Deferral Contributions shall be credited
to the Participant’s Deferral Contribution Account.  All Matching Contributions shall be credited
to the


 


14





















 


Participant’s Matching
Contribution Account, and all Discretionary Contributions shall be credited to
the Participant’s Discretionary Contribution Account.  All credits and charges to all Participants’
Accounts shall be done in accordance with the 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 Investment Committee shall establish
a series of hypothetical Investment Funds for use pursuant to this Article Six.


 


6.4                               Investment Direction.  A Participant shall direct the hypothetical
investment of his Deferral Contribution Account, Matching Contribution Account,
and Discretionary Contribution Account among the Investment Funds in the manner
(including, but not limited to, writing, electronic, internet, intranet, voice
response or telephonic) established by the EDCP Committee.  The Participant’s Deferral Contribution
Account, Matching Contribution Account and Discretionary Contribution Account
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.  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 direct the
hypothetical investment of his or her Accounts in the manner established by the
EDCP Committee, the Participant shall be deemed to have selected the default
hypothetical Investment Fund(s) selected by the EDCP Investment Committee for
such purpose, in the discretion of the EDCP Committee and in accordance with
its uniform policies and procedures.


 


6.5                               Rate of Return.  A Participant’s 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 Participant
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 Investment 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.


 


6.6                               Application to Beneficiaries.  The provisions of this Article Six shall
also apply to the Beneficiaries of a deceased Participant.


 


6.7                               EDCP Investment Committee.


 


(a)                                  Membership.  The EDCP Investment Committee shall be
appointed by action of the HRC.  The EDCP
Investment Committee members shall serve without


 


15





















 


compensation but shall be
reimbursed for all expenses by the Company. 
The EDCP Investment Committee shall conduct itself in accordance with
the provisions of this Section. The members of the EDCP Investment 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 HRC.  The EDCP Investment Committee may have duties
with respect to other plans of the Company that are similar or identical to its
duties under the Plan.


 


(b)                                  Appointment
of Agents.  The EDCP Investment
Committee may appoint such other agents, who need not be members of the EDCP Investment
Committee, as it may deem necessary for the effective performance of its
duties, whether ministerial or discretionary, as the EDCP Investment Committee
may deem expedient or appropriate.  The
compensation of any agents who are not employees of the Company shall be fixed
by the committee within any limitations set by the HRC.


 


(c)                                  Majority
Vote. On all matters, questions and decisions, the action of the EDCP
Investment 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
Investment Committee shall be executed by a majority of its members or by any
member of the EDCP Investment Committee designated to act on its behalf.


 


(d)                                  Allocation
of Responsibilities.  The EDCP
Investment 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 Investment Committee.


 


(e)                                  Indemnification.  The Company shall indemnify and hold harmless
the members of the EDCP Investment 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 Investment
Committee, except in the case of gross negligence or willful misconduct.


 


ARTICLE SEVEN

VESTING


 


7.1                               Vesting of Accounts.


 


(a)                                  Deferral
Contributions.  Each Participant
shall at all times have a fully vested interest in his or her 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 or her Matching
Contribution Account on and after the first to occur of the following events:


 


(A)                              the Participant’s attainment of age 60;


 


16





















 


(B)                                the Participant’s date of death;


 


(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.


 


(2)                                 Vesting Schedule. 
If a Participant terminates employment with an Employer at a time when
the Participant does not have a fully vested interest in his or her Matching
Contribution Account, the Participant’s vested interest shall be determined in
accordance with the applicable vesting schedule for matching contributions
in effect under the Savings and Retirement Plan in which such Participant was
last eligible to make 401(k) Contributions.


 


(3)                                 Forfeiture. A Participant’s vested interest in his or her Matching
Contribution Account shall be determined as of the Valuation Date immediately
preceding his or her termination of employment with the Company and all
Affiliates.  Any portion of a Participant’s
Matching Contribution Account which is not vested shall be forfeited in the
first Deferral Period in which his or her termination of employment with the
Company and all Affiliates occurs.


 


(c)                                  Discretionary
Contributions.  Except as
provided by the Employer or EDCP Committee at the time a Discretionary
Contribution is made, each Participant shall vest in his or her Discretionary
Contribution Account in the same manner he or she vests in his or her Matching
Contribution Account.  A Participant’s
vested interest in his or her Discretionary Contribution Account shall be
determined as of the Valuation Date immediately preceding his or her termination
of employment with the Company and all Affiliates. Any portion of a Participant’s
Discretionary Contribution Account which is not vested shall be forfeited in
the first Deferral Period in which his or her termination of employment with
the Company and all Affiliates occurs.


 


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 or her benefit accumulated to the date
when the amendment is adopted shall not be reduced as a result of the
amendment.


 


ARTICLE EIGHT

DISTRIBUTION ELECTIONS; PAYMENT OF BENEFITS


 


8.1                               Distribution Elections.  A Participant shall make, in his or her
Participation Agreement with respect to a Deferral Period, either:  a Separation from Service Election under subsection (b),
or a Distribution Year Election under subsection (c).  Such Separation from Service Election or
Distribution Year Election shall apply to the distribution of the subaccounts


 


17





















 


of such Participant’s
Accounts to which his or her Deferral Contributions, Matching Contributions and
Discretionary Contributions for such Deferral Period are credited.


 


(a)                                  Subaccounts.  A
Participant’s Deferral Contributions for a Deferral Period shall be credited to
the subaccount for such Deferral Period under such Participant’s Deferral
Contribution Account.  Such Participant’s
Matching Contributions for a Deferral Period (if any) shall be credited to the
subaccount for such Deferral Period under such Participant’s Matching
Contribution Account.  Such Participant’s
Discretionary Contributions for a Deferral Period (if any) shall be credited to
the subaccount for such Deferral Period under such Participant’s Discretionary
Contribution Account.  Such Participant’s
Separation from Service Election or Distribution Year Election for such
Deferral Period shall apply to distributions from the subaccounts of such
Participant’s Accounts for such Deferral Period.


 


(b)                                  Separation from Service
Election.  A Participant’s Separation from Service
Election with respect to a Deferral Period shall provide for the distribution
of the subaccounts of such Participant’s Accounts for such Deferral Period upon
such Participant’s Separation from Service, except as otherwise provided under Section 8.3(b).


 


(1)                                 Form of Distribution.  Such
Participant may select the form of distribution for purposes of distributions
from the subaccounts of such Participant’s Accounts for such Deferral
Period.  Such Participant may select
distribution in the form of a lump sum payment, or monthly installment payments
over a period of years.  If such
Participant selects distribution in the form of monthly installment payments,
such Participant shall designate the period of years (which shall be not less
than one and not more than fifteen (15)) over which such monthly installment
payments shall be made.  If such
Participant fails to select a form of distribution for purposes of
distributions from the subaccounts of such Participant’s Accounts for a
Deferral Period, such distributions shall be made in a lump sum payment.


 


(2)                                 Prohibition on Change of
Separation from Service Election.  Such Participant
may not change his or her Separation from Service Election with respect to a
Deferral Period, or the form of distribution of the subaccounts of such
Participant’s Accounts for such Deferral Period.


 


(c)                                  Distribution Year Election. 
A Participant’s Distribution Year Election with respect to a Deferral
Period shall provide for the distribution of the subaccounts of such
Participant’s Accounts for such Deferral Period upon the earlier of:  the first day of the Distribution Year (as selected
by the Participant), or the Participant’s Separation from Service, except as
otherwise provided under Section 8.2 or 8.3(b).


 


(1)                                 Distribution Year.  Such
Participant shall select the Distribution Year for purposes of distributions
from the subaccounts of such Participant’s Accounts for a Deferral Period.  The Distribution Year shall be not earlier
than the second calendar year following the Deferral Period, and shall be not
later than the twentieth calendar year following the Deferral Period.


 


18





















 


(2)                                 Form of Distribution.  The
distribution of the subaccounts of such Participant’s Accounts for such
Deferral Period shall be made in a lump sum payment.


 


(3)                                 Change to Distribution
Year Election.  A Participant may change such Participant’s
Distribution Year Election with respect to a Deferral Period in accordance with
Section 8.2.


 


(d)                                  Separate Elections. 
A Participant may make a separate Separation of Service Election or
Distribution Year Election with respect to each Deferral Period.


 


8.2                               Changes of Distribution Year Election.


 


(a)                                  Election to Change
Distribution Selections.  A Participant may change a Distribution Year Election
(as set forth in such Participant’s Participation Agreement in effect for such
Deferral Period), following the commencement of such Deferral Period, in
accordance with this Section 8.2. 
Such Participant shall complete and deliver an election to change his or
her Distribution Year Election in accordance with the rules and procedures
adopted by the EDCP Committee for such purpose.


 


(b)                                  Change of Distribution
Year.


 


(1)                                 Such Participant may make a new
Distribution Year Election for purposes of such distributions of the
subaccounts of such Participant’s Accounts for such Deferral Period by electing
a new Distribution Year that is not less than five years later than the
Distribution Year previously selected by such Participant; provided,
however, that the new Distribution Year shall not be later than the
twentieth calendar year following the Deferral Period.


 


(2)                                 In the event a Participant makes a new
Distribution Year Election with respect to a Deferral Period, and such new Distribution
Year Election becomes effective, the distribution of the subaccounts of
Participant’s Accounts for such Deferral Period shall be made upon the earlier
of:  (A) the first day of the new
Distribution Year, or (B) the fifth anniversary of such Participant’s
Separation from Service.


 


(c)                                  Additional
Changes.  A Participant
may make subsequent new Distribution Year Elections with respect to a Deferral
Period, subject to the requirements of paragraph (b)(1) and subsection (d),
and the distribution of the subaccounts of such Participant’s Accounts for such
Deferral Period shall be made upon the earlier of:  (A) the new Distribution Year (selected by
the Participant), or (B) five years later than then date such distribution
would have been made in the event of such Participant’s Separation from Service
under the Participant’s next preceding Distribution Year Election.


 


(d)                                  Limitations on
Distribution Changes.  A Participant may not change
his or her Separation from Service Election with respect to a Deferral
Period.  A Participant may change his or
her Distribution Year Election applicable to the subaccounts of such Participant’s
Accounts for a Deferral Period in accordance with subsection (b), subject
to this subsection (d).  A
Participant’s new Distribution Year Election shall be subject to the following
limitations:


 


19





















 


(1)                                 The Participant’s election of a new
Distribution Year Election applicable to the subaccounts of such Participant’s
Accounts for a Deferral Period shall not take effect until at least twelve (12)
months after the new Distribution Year Election is made in accordance with Section 409A(a)(4)(C)(i)
of the Code and the Treasury Regulations thereunder.  If the distribution from the subaccounts of
such Participant’s Accounts for such Deferral Period is made before the new
Distribution Year Election becomes effective, the new Distribution Year
Election shall not thereafter become effective, and the distribution from the
subaccounts of such Participant’s Accounts for such Deferral Period shall be
made in accordance with the Distribution Year Election, as in effect prior to
the new Distribution Year Election.


 


(2)                                 The Participant’s election of a new
Distribution Year, in accordance with subsection (b) or (c) for the
subaccounts of such Participant’s Accounts for a Deferral Period shall provide
that each payment with respect to which such new Distribution Year Election is
made be deferred for a period of not less than five years from the date such
payment would otherwise have been made, as determined in accordance with Section 409A(a)(4)(C)(ii)
of the Code and the Treasury Regulations thereunder.


 


(3)                                 The Participant’s election of a new
Distribution Year Election in accordance with subsection (b) or (c) for the
subaccounts of such Participant’s Accounts for a Deferral Period shall not be
made less than twelve (12) months prior to the date of the first scheduled
distribution payment under the Distribution Year Election in effect for the
subaccounts of such Participant’s Accounts for such Deferral Period in
accordance with Section 409A(a)(4)(C)(iii) of the Code and the Treasury
Regulations thereunder.


 


(e)                                  Compliance with Section 409A
of the Code.  Any change to a Participant’s Distribution Year
Election shall be made in accordance with Section 409A(a)(4)(C) of the
Code and the Treasury Regulations thereunder.


 


8.3                               Time of Payment.


 


(a)                                  A Participant’s Accounts shall be
distributed in accordance with the Separation from Service Election or
Distribution Year Election for the subaccounts of such Participant’s Accounts
for each Deferral Period.


 


(b)                                  The distributions from the subaccounts of
a Participant’s Accounts for a Deferral Period shall be made or commence upon
the earliest of:


 


(1)                                 the first day of the Distribution Year
(if any) selected by such Participant (in the case of subaccounts subject to
such Participant’s Distribution Year Election), or


 


(2)                                 the Participant’s Separation from Service
(or such later date is determined under Sections 8.2(b), (c) and (d)); or


 


(3)                                 the Participant’s death;


 


20





















 


provided, however, that, in the case of a Participant who is a Specified
Employee, the distributions of the subaccounts of such Participant’s Accounts
for such Deferral Period shall not be made before the date which is six months
after the date of such Participant’s Separation from Service (or, if earlier,
the date of such Participant’s death) in accordance with Section 409A(a)(2)(B)(i)
of the Code and the Treasury Regulations thereunder.


 


8.4                               Form of Payments.


 


(a)                                  Separation
from Service Election Payments.  In
the event a Participant made a Separation from Service Election with respect to
a Deferral Period, the distribution from
the subaccounts in such Participant’s Accounts for such Deferral Period shall
be made in a lump sum payment, or in monthly installment payments, in accordance
with Sections 8.1 (Distribution Elections).  Such distribution payment or payments shall
be made or commence not later than sixty (60) days after the date determined
under Section 8.3(b).


 


(b)                                  Distribution
Year Election Payment.  In the
event a Participant made a Distribution Year Election with respect to a
Deferral Period, the distribution from the subaccounts in such Participant’s
Accounts for such Deferral Period shall be made to such Participant in a lump
sum payment.  Such lump sum payment shall
be made not later than sixty (60) days after the date determined under Section 8.3(b).


 


(c)                                  Payments
upon Death.


 


(1)                                 In the event of a Participant’s death
prior to such Participant’s Separation from Service, the distributions from the
subaccounts of such Participant’s Accounts for all Deferral Periods shall be
made to his or her Beneficiary in a lump sum payment.  Such lump sum payment shall be made not later
than sixty (60) days after the date determined under Section 8.3(b).


 


(2)                                 In the event of a Participant’s death
after his or her Separation from Service, the distributions from the
subaccounts of such Participant’s Accounts shall be made or continue to be made
to his or her Beneficiary in accordance with the Participant’s Separation from
Service Election or Distribution Year Election in accordance with Sections 8.1
and 8.2, and distribution payments shall be made to the Beneficiary in the same
form as such distribution payments would have been made to such Participant.


 


(d)                                  Installment
Payments.


 


(1)                                 In the event a Participant makes a
Separation from Service Election, and elects distribution in the form of
installment payments, the amount of each monthly installment in any calendar year
for the distribution of the subaccounts in a Participant’s Accounts for a
Deferral Period shall be calculated as follows.  The amount of the monthly installment shall be
determined before the first installment is paid and on each January 1st
in all subsequent calendar years.  The
amount of each monthly installment for such calendar year shall be determined
by dividing:  (A) the number of remaining
monthly installments into (B) the Participant’s vested balance in the
subaccounts in the Participant’s Accounts for such Deferral Period, determined
as of the last Valuation Date of the prior month.  A Participant’s last


 


21





















 


installment payment shall be adjusted as needed to
reflect investment gains or losses.  If
the vested balance in the Participant’s Accounts for such Deferral Period,
determined as of the last Valuation Date of the month prior to the month in
which the installment payments are to commence is less than $50,000, such vested
balance shall be paid to the Participant in a lump sum payment not later than
sixty (60) days after such Valuation Date, to the extent permitted under
Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations
thereunder.


 


(2)                                 If installment payments are made, the
provisions of Sections 6.3, 6.4 and 6.5 shall continue to apply to the unpaid interest
in the relevant subaccounts.


 


8.5                               Beneficiary Designations.


 


(a)                                  General.  In the event of the death of the Participant,
the Participant’s vested interest in his or her Accounts shall be paid to the
Participant’s Beneficiary as described in Section 8.4(c).  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 Accounts 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.  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.


 


8.6                               Prohibition on Acceleration of
Distributions.  The time or schedule of payment of any
withdrawal or distribution under the Plan shall not be subject to acceleration,
except as provided under Treasury Regulations promulgated in accordance with Section 409A(a)(3)
of the Code.


 


8.7                               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.


 


22





















 


Any withholding of taxes
or other amounts required by federal, state or local law with respect to
amounts credited to a Participant’s 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)                                  Plan
Administrator.  The EDCP
Committee shall be the administrator of the Plan and shall be responsible for 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.  The decision
or action of the EDCP Committee in respect of any question arising under or in
connection with the Plan and the rules and regulations promulgated hereunder
shall be final and conclusive and binding upon all persons having an interest
in the Plan.


 


(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 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.


 


23





















 


(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
Chief Executive Officer of the Company. 
The EDCP Committee must consist of at least three members.  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.  The EDCP Committee may have duties with
respect to other plans of the Company that are or identical to its duties under
the Plan.


 


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


 


9.5                               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.


 


9.6                               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.


 


9.7                               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.


 


9.8                               Indemnification.  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.


 


9.9                               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.


 


24





















 


9.10                        Discretionary Authority.  All delegations of 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 person
delegated such responsibility.


 


9.11                        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.


 


9.12                        Compliance with Section 409A of
the Code.  The Plan shall be
interpreted, construed and administered in a manner that satisfies the
requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury
Regulations thereunder.


 


ARTICLE TEN

CLAIMS REVIEW PROCEDURE


 


10.1                        General.


 


(a)                                  A Participant or Beneficiary who believes
that he or she has not received the benefits to which he or she is entitled may
assert a claim for benefits under the Plan in accordance with the claims
procedure of this Article Ten.  The
claims procedure of this Article Ten shall be applied in accordance with Section 503
of ERISA and Department of Labor Regulation Section 2560.503-1.  A Participant or Beneficiary may assert a benefit
claim, or appeal the denial of a benefits claim, through such Participant’s or
Beneficiary’s authorized representative, provided that such Participant or
Beneficiary has submitted a written notice evidencing the authority of such
representative to the EDCP Committee.  A
Participant or Beneficiary asserting a benefits claim shall be referred to as a
“Claimant” under this Article Ten.


 


(b)                                  A Claimant shall submit his or her benefits
claim under the Plan in writing to the EDCP Committee.  The Claimant may include documents, records
or other information relating to the benefits claim for review by the EDCP
Committee in connection with such benefits claim.


 


10.2                        Benefit Determination.


 


(a)                                  The EDCP Committee shall review the
Claimant’s benefits claim (including any documents, records or other
information submitted with such benefits claim) and determine whether such
benefits claim shall be approved or denied in accordance with the Plan.


 


(b)                                  In the event that a Claimant’s benefits claim
is wholly or partially denied, the EDCP Committee shall provide to the Claimant
with written notice of the denial within a reasonable period of time, but not later
than ninety (90) days after the receipt of the benefits claim by the EDCP
Committee, unless the EDCP Committee determines that special circumstances
require an extension of time for making a determination with respect to the
benefits claim.  If the EDCP Committee
determines that an extension of time for making a


 


25





















 


determination
with respect to the benefits claim is required, the EDCP Committee shall
provide the Claimant with written notice of such extension prior to the end of
the initial ninety (90) day period.  The
extension of time shall not exceed a period of ninety (90) days from the end of
such initial period.  The extension
notice shall indicate the special circumstances requiring the extension of time
and the date by which the EDCP Committee expects to render the benefit
determination.


 


(c)                                  The notice of denial of the Claimant’s
benefits claim shall set forth:


 


(1)                                 the specific reason or reasons for the
denial;


 


(2)                                 references to specific Plan provisions on
which the denial is based;


 


(3)                                 a description of any additional material
or information necessary for the Claimant to perfect the claim and an
explanation of why the material or information is necessary; and


 


(4)                                 a description of the Plan’s appeal
procedures and the time limits applicable to such procedures, including a
statement of the Claimant’s right to bring a civil action under Section 502(a)
of ERISA following a denial of the appeal of the denial of the benefits claim.


 


(d)                                  The Claimant may appeal any denial of the
benefits claim in writing to the EDCP Committee within sixty (60) days after
receipt of the EDCP Committee’s notice of denial of benefits claim.  The Claimant’s failure to appeal the denial
of the benefits claim by the EDCP Committee in writing within the sixty (60)
day period shall render the EDCP Committee’s determination final, binding, and
conclusive.


 


10.3                        Appeals.


 


(a)                                  A Claimant may appeal the denial of a
benefits claim to the EDCP Committee.  The
EDCP Committee shall review the appeal of the denial of the benefits claim and
make a final determination as to whether the benefits claim should be approved
or denied in accordance with the Plan.


 


(b)                                  The Claimant shall be afforded the
opportunity to submit written comments, documents, records, and other
information relating to the benefits claim, and the Claimant shall be provided,
upon request and free of charge, reasonable access to all documents, records,
and other information relevant to the Claimant’s benefits claim.  A document, record or other information shall
be considered “relevant” to the benefits claim, as provided in Department of
Labor Regulation Section 2560.503-1(m)(8). 
The review on appeal by the EDCP Committee shall take into account all
comments, documents, records, and other information submitted by the Claimant,
without regard to whether such information was submitted or considered in the
EDCP Committee’s initial determination with respect to the benefits claim.  The EDCP Committee shall advise the Claimant
in writing of the EDCP Committee’s determination of the appeal within sixty (60)
days of the claimant’s written request for review, unless special circumstances
(such as a hearing) would make the rendering of a determination within the sixty
(60) day period infeasible, but in no event shall the EDCP Committee render a determination
regarding the


 


26





















 


denial
of a claim for benefits later than one hundred twenty (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.


 


(c)                                  The notice of denial of the Claimant’s
appeal of the denial of the Claimant’s benefit claim shall set forth:


 


(1)                                 the specific reason or reasons for the
denial of the appeal;


 


(2)                                 reference to the specific Plan provisions
on which the denial of the appeal is based;


 


(3)                                 a statement that the Claimant is entitled
to receive, upon request and free of charge, reasonable access to, and copies
of, all documents, records and other information relevant to the Claimant’s
benefits claim (and a document, record or other information shall be considered
“relevant” to the benefits claim, as provided in Department of Labor Regulation
Section 2560.503-1(m)(8)); and


 


(4)                                 a statement describing Claimant’s right
to bring an action under ERISA Section 502(a).


 


(d)                                  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.


 


10.4                        Notice of Denials.  The EDCP
Committee’s notice of denial of a benefits claim shall identify the address to
which the Claimant may forward his appeal.


 


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,


 


27





















 


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.


 


(a)                                  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. 
Additionally, the EDCP Committee shall also have the right to modify,
alter or amend the Plan by written instrument provided that such amendment does
not have a material adverse financial effect on the Company or the Plan.  No amendment shall substantially increase the
duties and liabilities of the EDCP Committee and the Trustee hereunder without
its written consent.  No amendment shall
reduce any Participant’s vested interest in the Plan, calculated as of the date
on which the amendment is adopted.


 


(b)                                  Notwithstanding anything to the contrary
in the Plan, if and to the extent the Company shall determine that the terms of
the Plan may result in the failure of the Plan, or amounts deferred by or for
any Participant under the Plan, to comply with the requirements of Section 409A
of the Code, or any applicable regulations or guidance promulgated by the
Secretary of the Treasury in connection therewith, the Company shall have
authority to take such action to amend, modify, cancel or terminate the Plan or
distribute any or all of the amounts deferred by or for a Participant, as it
deems necessary or advisable, including without limitation:


 


(1)                                 Any amendment or modification of the Plan
to conform the Plan to the requirements of Section 409A of the Code or any
regulations or other guidance thereunder (including, without limitation, any
amendment or modification of the terms of any applicable to any Participant’s
Accounts regarding the timing or form of payment).


 


(2)                                 Any cancellation or termination of any
unvested interest in a Participant’s Accounts without any payment to the
Participant.


 


(3)                                 Any cancellation or termination of any
vested interest in any Participant’s Accounts, with immediate payment to the
Participant of the amount otherwise payable to such Participant.


 


28





















 


Any such amendment, modification, cancellation, or
termination of the Plan may adversely affect the rights of a Participant
without the Participant’s consent.


 


(c)                                  Any Affiliate or other entity adopting
this Plan hereby delegates the authority to amend the Plan to the Company and
the EDCP Committee.  If the Plan is
amended 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.  An Affiliate or other entity 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 shall 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 a Change of Control), the Company reserves the right at
any time to terminate this Plan or to reduce, temporarily suspend or
discontinue contributions hereunder.  If
this Plan is terminated, all Plan benefits shall be distributed in accordance
with Article Eight and the Separation from Service Elections and the
Distribution Year Elections of the Participants, following the termination of
the Plan.


 


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 that affects a Participant’s entitlement to a distribution
from the Plan, only if 80% of the individuals who are Participants in the Plan,
both as of the date of the Change of Control and as of the date of the adoption
of such amendment or termination, 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.


 


12.6                        Limitation on Distributions.  To the extent that any payment to
be made to a Participant under this Plan during a taxable year of such
Participant’s Employer, when combined


 


29





















 


with all other payments
received or to be received during such taxable year of the Participant’s
Employer that are subject to the limitation on deductibility under Section 162(m)
of the Code, would exceed the limitation on deductibility under Section 162(m)
of the Code, such payment under the Plan shall be deferred to such Participant’s
Separation from Service (or, in the case of a Participant who is a Specified
Employee, the date which is six months after the date of such Participant’s
Separation from Service (or, if earlier, the date of such Participant’s death)
in accordance with Section 409A(a)(2)(B)(i) of the Code and the Treasury
Regulations thereunder).  Any payment
that is deferred in accordance with this Section 12.6 shall be credited
with hypothetical investment earnings and losses in accordance with Article Six
(Crediting of Contributions and Income).


 


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 ERISA and, to the
extent applicable, the laws of the State of Nevada.


 


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 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.


 


30





















 


13.5                        Funding upon a Change of Control.  Immediately before the occurrence 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.


 


13.7                        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.


 


13.9                        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.


 


 


31





















 


[Harrah’s Entertainment, Inc.
letterhead]


 


[Date]


 


BY
CERTIFIED MAIL


RETURN
RECEIPT REQUESTED


 


Top Hat Exemption


Employee Benefits
Security Administration


U.S. Department of Labor


200 Constitution Avenue,
N.W.


Washington, D.C.  20210


 


Re:                               The
Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II


 


Ladies and Gentlemen:


 


Pursuant
to Department of Labor Regulation Section 2520.104-23, we hereby advise
you that Harrah’s Entertainment, Inc., a Delaware corporation (the “Company”),
maintains the Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan
II (the “Plan”).  The Company’s offices
are located at One Harrah’s Court, Las Vegas, Nevada 89119 and the Company’s
federal employer identification number is 62-1411755.  Also, the Plan is maintained by the following
direct and indirect subsidiaries of the Company:


 


[Name
of Subsidiary] [address] [EIN].


 


The
Plan is maintained primarily for the purpose of providing deferred compensation
for a select group of management or highly compensated employees of the Company
and such subsidiaries of the Company.  As
of this date, the Plan covers          
employees of the Company and such subsidiaries of the Company.


 


Pursuant
to Section 104(a)(1) of the Employee Retirement Income Security Act of
1974, as amended, we hereby agree to provide you with copies of the Plan
documents upon your written request.


 


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  HARRAH’S
  ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title: