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                                                                   Exhibit 10.48



                         HORSESHOE GAMING HOLDING CORP.

                              RETENTION BONUS PLAN

               ..................................................

        The purpose of this Retention Bonus Plan (the "Plan") of Horseshoe
Gaming Holding Corp. is to provide an incentive to the management employees of
the corporations and partnerships controlled by Horseshoe Gaming Holding Corp.
(collectively, the "Company") employed in any of its casinos (each a "Casino")
to remain in the employ of the Company, notwithstanding a possible sale of one
or more of the Casinos, through the payment of retention bonuses to such
employees.

        Eligibility. Individuals who are full-time employees of the Company
employed by one of the Casinos in the position of General Manager, Assistant
General Manager, Vice President or in Management Grades 12-19 will be eligible
to receive a Bonus pursuant to the Plan (a "Participant").

        Amount of Bonus. The amount of the bonus (the "Bonus") which each
Participant will be eligible to receive if he or she qualifies will equal that
amount or percentage of the Participant's Base Salary as set forth in the
individual letter sent or delivered to the Participant.

        Payment of Bonus. Each Participant who is employed by a Casino which is
sold (whether as a result of a sale of all of the assets of the Casino or a sale
of the entity directly or indirectly owning the Casino) on or before August 1,
2002, to a person other than (x) the Company or (y) an entity controlled,
directly or indirectly, by either (i) a majority in interest of the shareholders
of the Company or (ii) Jack B. Binion, Phyllis Cope, Peri Cope Howard, any of
their spouses, members of the family or any trust for the benefit of, or
established by, any of the


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foregoing, will be eligible to be paid his or her Bonus. To receive the Bonus,
the Participant must (1) be employed by a Casino which was sold by the Company
on the date of the closing of the sale of that Casino and (2) either (a) remain
in the employ of that Casino through the date of the payment of the Bonus (as
specified below), (b) terminate his or her employment with the Casino that was
sold solely as a result of death or Disability or (c) have had his employment
with the Casino terminated by the Casino for any reason other than for Cause.
The Bonus payable to each Participant will be paid by the Company in cash in a
lump sum (net of required income and employment tax withholdings) ninety (90)
days following the closing date for the sale of that Casino.

        Defined Terms. For purposes of this Plan, the following terms have the
following meanings:

        (a) "Base Salary" means the agreed amount of the annual base salary or
        regular rate of annual compensation payable to the Participant as of
        August 1, 2000, without regard to any deductions for employee
        contributions to any employee benefit plans of any type. No amounts
        payable as a bonus, options or other special pay will be included in
        determining a Participant's Base Salary.

        (b) "Cause" means any of the following:

                (i) the Participant's refusal or failure (other than during
                periods of illness, Disability or vacation) to perform the
                duties connected with his or her employment at the Casino
                pursuant to any lawful directive of the Participant's superiors;

                (ii) the Participant's willful or negligent misconduct in the
                performance of his or her other duties;


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                (iii) the Participant's willful or negligent breach of the
                Casino's written policies and procedures, as the same may be
                established from time to time;

                (iv) the conviction of, plea of guilty or plea of nolo contendre
                by, the Participant in respect of any felony, or for any
                misdemeanor constituting theft or embezzlement from the Casino
                or involving a client or customer of the Casino;

                (v) any other fraudulent action against the Casino by the
                Participant;

                (vi) the failure of the Participant to obtain or renew any
                license required for employment in the Casino by any local,
                state or federal regulatory agency with administrative authority
                over the Casino, or any action or failure to act by the
                Participant that would result in such a regulatory agency
                disallowing the Participant from employment in the Casino; or

                (vii) any violation by the Participant of, or conduct by the
                Participant that poses a substantial threat of causing the
                Casino to violate, any statute, law, ordinance or regulation
                promulgated or enforced by any entity with jurisdiction over the
                Casino or the Participant, concerning employment discrimination
                or other employment-related wrongs and which, upon violation
                thereof, the Casino could be exposed to material penalties,
                costs or liabilities.

        (c) "Disability" means the permanent inability (or inability for an
        extended term) of the Participant, as the result of a determinable
        physical or mental impairment, to perform in the usual manner enough of
        the regular, substantial and material duties of his or her position to
        be able to successfully continue in such capacity.

        General Provisions No employee of the Company has any claim to, or right
to receive, a Bonus except by satisfying all of the conditions in this Plan. All
matters relating to the


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determination of the amount of, or the right to receive, any Bonus, the
existence of any Disability, the reasons for a Participant's termination of
employment, including whether such termination was for Cause, will be determined
by the Company, whose determinations shall be final, conclusive and binding on
all Participants and other persons. Neither the establishment of the Plan nor
any action taken under the Plan gives any Participant any right to be retained
in the employ of the Company. The Plan shall be unfunded and the Company shall
not be required to establish any special or separate fund nor to make any
segregation of its assets to assure payments of Bonuses to Participants.

        No Participant may pledge or encumber any payment under this Plan, nor
subject any such payment to any lien, obligation, or liability of such
Participant to any party, other than the Company. A Participant may not assign
or transfer any right to payment under this Plan other than by will or the laws
of descent and distribution. Any Bonus otherwise payable to a Participant will,
following the Participant's death, be paid to such Participant's estate.

        The effective date of the Plan is August 1, 2000. This Plan shall
terminate August 1, 2002, and the Company shall thereafter have no further
obligations to pay any Bonuses except with respect to Bonuses arising out of any
sale of a Casino which sale closed on or before such date. The Plan may be
amended or modified by the Company at any time or from time to time, with or
without notice, provided that no amendment will reduce the amount of the Bonus
payable to a Participant or materially and adversely change or add to the
conditions for payment of such Bonus.

        No Other Severance Payments. If a Participant receives his or her Bonus,
then the Participant shall not be entitled to any payments as a result of the
termination of his or her employment under any other contract or agreement to
which the Company and the Participant are a party or under any severance policy,
practice or plan of the Company. The Bonus is not intended to diminish, reduce,
eliminate or be in lieu of any other benefits or payments to which the
Participant is otherwise entitled upon his or her termination of employment
under any


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benefit plan or arrangement of the Company, such as any pension, profit-sharing,
401(k), stock bonus or deferred compensation plan or any medical, dental,
hospitalization, life insurance or other welfare benefit plan or program of the
Company.