Exhibit 10.2


 


FIFTH
AMENDMENT TO


2001
RESTATEMENT OF THE


HARRAH’S
ENTERTAINMENT, INC.


EXECUTIVE
SUPPLEMENTAL SAVINGS PLAN


 


WHEREAS,
Harrah’s Entertainment, Inc. (the “Company”) maintains the 2001 Restatement of
the Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan  (the “Plan”) in order to provide its key
executives with an opportunity and incentive to save for retirement and other
purposes; and


 


WHEREAS, Section 12.1(a) of the Plan provides
that the EDCP Committee has the right to amend the Plan provided such amendment
does not have a material adverse financial effect on the Company or the Plan;
and


 


WHEREAS, the EDCP Committee has approved the adoption
of this Fifth Amendment.


 


NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended,
effective as of January 1, 2004 (except as otherwise provided below), as
follows:


 


1.                                       The
Plan is hereby amended to provide that no Employee shall become a Participant
on or after January 1, 2005.


 


2.                                       The
Plan is hereby amended to provide that no Deferral Contributions or Matching
Contributions shall be made with respect any Deferral Period commencing on or
after January 1, 2005.


 


3.                                       By
substituting Section 4.2 of the Plan as follows:


 


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 or has had
any Savings and Retirement Plan Rollover Deferrals pursuant to Section 4.1(d)
during the Deferral Period under Section 4.1 (Participant Contributions),
and is eligible to receive a matching contribution under the Savings and
Retirement Plan, if such Participant is described in subsection (c) below.  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 the date of
termination.


 


(b)                                 The
Matching Contribution for each eligible Participant shall equal the difference
between


 


(1)                                  the
sum of


 





















 


(a)                                  50%
of the Participant’s contributions to the Savings and Retirement Plan for its plan
year coinciding with the Deferral Period, plus


 


(b)                                 50%
of the Participant’s Salary Deferral Contributions and Savings and Retirement
Plan Rollover Deferrals in the Deferral Period,


 


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


 


(2)                                  the
Employer’s matching contribution for such Participant under the Savings and
Retirement Plan.


 


(c)                                  A
Participant shall be eligible for the Matching Contribution for the Deferral
Period, if and only if such Participant makes 401(k) contributions under the
Savings and Retirement Plan for the plan year of the Savings and Retirement
Plan coinciding with the Deferral Period in an amount equal to the lesser
of:  (1) the maximum 401(k) contributions
permitted under Code Section 402(g), or (2) the maximum 401(k) contributions
permitted under the Savings and Retirement Plan.


 


IN WITNESS WHEREOF, the EDCP Committee has caused this Fifth Amendment
to be executed by its duly authorized member on this 16th day of December, 2004.


 


 


	
   

  	
  THE EDCP COMMITTEE OF

  
	
   

  	
  HARRAH’S ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jerry Boone

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  Jerry Boone

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title: 

  	
  Senior Vice President, Human Resources

  	
   

  
						



 


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