<PAGE>

                           CERTIFICATE OF AMENDMENT TO
                         THE CERTIFICATE OF DESIGNATION

                                     OF THE

                 13 1/2% SERIES A SENIOR REDEEMABLE CONVERTIBLE
                           CUMULATIVE PREFERRED STOCK
                           ($.01 PAR VALUE PER SHARE)

                                     AND THE

                 13 1/2% SERIES B SENIOR REDEEMABLE CONVERTIBLE
                           CUMULATIVE PREFERRED STOCK
                           ($.01 PAR VALUE PER SHARE)

                                       OF

                             HARVEYS CASINO RESORTS

                             -----------------------

                       PURSUANT TO SECTION 78.1955 OF THE
                             NEVADA REVISED STATUTES

                             -----------------------


     Harveys Casino Resorts, a corporation organized under the laws of the State
of Nevada (the "Company"), by its president and secretary does hereby certify:

     1.   That the board of directors of the Company adopted the following
          resolution by unanimous written consent dated as of the 7 day of
          February, 2000, with the same force and effect as if it were
          approved and adopted at a duly constituted meeting of the board of
          directors, declaring that the following change and amendment to the
          Certificate of Designation is advisable.

     2.   RESOLVED that Section 6(a) of said Certificate of Designation be
          amended to read as follows:

<PAGE>

     "Section 6. CONVERSION.

          (a)  Each share of Series A Preferred Stock shall be convertible at
the option of Colony HCR Voteco, LLC, a Delaware limited liability company
("Voteco"), Colony Investors III, L.P., a Delaware limited partnership ("Colony
III") and Colony Capital, Inc., a Delaware corporation ("Colony Capital"), and
their respective Affiliates, and such right of conversion shall only vest in and
be exercisable by Voteco, Colony III, Colony Capital, and their respective
Affiliates, at any time on or prior to February 1, 2002 into the amount of
validly issued, fully paid and nonassessable shares of Class A Common Stock, par
value $.01 per share, determined in accordance with Subsections 6(e) and 6(f)
below. Each share of Series B Preferred Stock shall be convertible at the option
of Colony III, Colony Capital, and their respective Affiliates, and such right
of conversion shall only vest in and be exercisable by Colony III, Colony
Capital, and their respective Affiliates, at any time on or prior to February 1,
2002 into the amount of validly issued, fully paid and nonassessable shares of
Class B Common Stock, par value $.01 per share, determined in accordance with
Subsections 6(e) and 6(f) below. Common Stock of the class into which shares of
Preferred Stock may be converted pursuant to this Subsection 6(a) is hereinafter
referred to as 'CORRESPONDING COMMON STOCK.'"

     3.   That the amendment to Section 6(a) of the Certificate of Designation
          as described immediately above has been approved by the unanimous
          consent of the holders of shares of 13 1/2% Series A Senior Redeemable
          Convertible Cumulative Preferred Stock, par value $.01 per share, of
          the Company, which constitute all of the stockholders required to
          approve such an amendment pursuant to the terms of the Certificate of
          Designation.

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<PAGE>

     IN WITNESS WHEREOF, the Company has caused this certificate to be signed by
its president and secretary this 7 day of February, 2000.


                                            /s/ Charles W. Scharer
                                            ------------------------------------
                                            Charles W. Scharer
                                            President



                                            /s/ John J. McLaughlin
                                            ------------------------------------
                                            John J. McLaughlin
                                            Secretary

State of Nevada            )
                           :       ss
County of Douglas          )

     This instrument was acknowledged before me on 2/7, 2000, by
CHARLES W. SCHARER as President of HARVEYS CASINO RESORTS, a Nevada corporation.


                                                     Connie M. Friedman
                                                     ---------------------------
                                                     NOTARY PUBLIC

State of Nevada            )
                           :       ss
County of Douglas          )


     This instrument was acknowledged before me on 2/7, 2000, by
JOHN J. MCLAUGHLIN as Secretary of HARVEYS CASINO RESORTS, a Nevada corporation.


                                                     Connie M. Friedman
                                                     ---------------------------
                                                     NOTARY PUBLIC

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