Letter, dated as of February 12, 2008



 Exhibit 10.38 
 February 12, 2008 
 Ms. Leslie Mertz 
 Hyatt
Gaming Management Inc. (“Gaming”) 
 Hyatt Center 
 71
S. Wacker 
 Chicago, Illinois 60606 
  

	Re:	Employee Benefits Administration 

 Dear Ms. Mertz: 
 Gaming has requested that Global Hyatt continue to provide certain services provided under the Transition Services Agreement. Specifically, this applies to services in
Annex B of the Transition Services Agreement. Global Hyatt will provide services consistent with Annex B of the Transition Services Agreement for Gaming’s 401(k) plan, non-qualified deferred compensation plan and health & welfare
plans, subject to the following additional terms and conditions: 
  

	1.	 Effective January 1, 2008, Gaming will pay Global Hyatt an annual fee in the amount of $36,000, which will be payable on the January 30th of each calendar year. This fee will increase automatically by 4% each year, beginning on
January 1, 2009. 


  

	2.	Global Hyatt’s services will be limited to those services it typically provides for its own sponsored plans. Additional services may be provided by Global Hyatt at its
discretion, subject to the prior written approval of Gaming regarding the scope of the services and the price. All legal expenses, actuarial fees, administration fees for third-party administrators, communication and distribution costs or other
expenses not provided by Global Hyatt for its own plans will be the sole responsibility of Gaming. Global Hyatt will engage such vendors on Gaming’s behalf or utilize such vendors under similar terms and conditions for its own plans and
distribute to Gaming for payment. 

  

	3.	Gaming hereby agrees to indemnify and hold harmless Global Hyatt and its affiliates, their respective officers, directors, managers, employees, equityholders, agents and
representatives (collectively, the “GH Indemnitees”) from and against any and all claims, losses, damages, liabilities, deficiencies, obligations or out-of-pocket costs or expenses, including, without limitation, reasonable attorneys’
fees and expenses and costs and expenses of investigation that result directly from third party claims, actions or proceedings (collectively, “Losses”) arising out of or resulting from (a) any breach of this letter agreement by
Gaming, or (b) such GH Indemnitees provision of services hereunder, except to the extent such Losses result directly from the willful breach of this letter agreement by Global Hyatt or the gross negligence or willful misconduct of such GH
Indemnitees in the performance of any obligations hereunder. Gaming further agrees to purchase fiduciary insurance coverage with annual limits of at least $5 million dollars and name the Global Hyatt Benefits Committee and any of its designees as
additional insureds. 









	4.	Global Hyatt agrees to indemnify and hold harmless Gaming and its affiliated companies, officers, directors, managers, employees, equityholders, agents and representatives
(collectively, the “Gaming Indemnitees”) from and against any Losses, arising out of or from (a) any willful breach of this Agreement by Global Hyatt, or (b) the gross negligence or willful misconduct of any GH Indemnitee in the
performance of any obligations hereunder. 

  

	5.	Gaming may terminate this letter agreement by providing 180 days advance written notice to Global Hyatt at any time. Global Hyatt will return a pro-rata portion of the annual fee if
such termination is not effective at the end of the calendar year. 

  

	6.	Global Hyatt may terminate this letter agreement after December 31, 2008 by providing 365 days advance written notice to Gaming. Global Hyatt will return a pro-rata portion of
the annual fee if such termination is not effective at the end of the calendar year. 

  

	7.	All notices will be provided as follows: 

  

			
	To Gaming:	  	Ms. Leslie Mertz
		  	Hyatt Gaming Management Inc.
		  	Hyatt Center
		  	71 South Wacker Drive
		  	Chicago, Illinois 60606

  

			
	To Global Hyatt:	  	Director of Benefits
		  	Global Hyatt Global
		  	Hyatt Center
		  	71 South Wacker Drive
		  	Chicago, Illinois 60606

 We trust this covers our discussions. Please acknowledge your agreement to the above terms and conditions.

 Sincerely, 
 Jon Black 
 Global Head, Total Rewards & Systems 
  

			
	Hyatt Gaming Management, Inc.
	
	Acknowledged:
		
	By:	 	/s/ Leslie A. Mertz
		
	Name:	 	Leslie A. Mertz
		
	Title:	 	SVP HR and Administration
		
	Date:	 	March 5, 2008









					
		  	 Hyatt Gaming and Grand Victoria
 Benefit Plan Administration
	  	 03-03-2008


  

									
	 Project List
	  	Time
Spent
Annually	  	Frequency	  	 Notes
	  	Additional
Hours if
Needed
	 Health and Welfare Administrative Requirements
	  		  		  		  	
	Preparation and Filing of Form 5500-all plans-Crowe Chizek	  		  		  		  	
	 Medical
	  		  		  		  	
	 Dental
	  		  		  		  	
	 Life - Basic
	  		  		  		  	
	 Vision
	  		  		  		  	
	 Long Term Disability
	  		  		  		  	
					
	Preparation Summary Annual Reports-Crow Chizek	  		  		  		  	
	 Medical
	  		  		  		  	
	 Dental
	  		  		  		  	
	 Life - Basic
	  		  		  		  	
	 Vision
	  		  		  		  	
	 Long Term Disability
	  		  		  		  	
					
	Plans Audit (if needed)	  		  		  		  	
					
	Filing of all Plan Documents, SMMS with DOL	  		  		  		  	
					
	Delegates on Benefits Committee	  		  		  		  	
					
	Compliance / HIPPA Training Materials, Policies / Procedures, Employee Notifications	  		  		  		  	
					
	Hewitt Benefits Administration Outsourcing	  		  		  		  	
	 Ongoing Administrative - All Plans
	  		  		  		  	
	 Employee Communications - All
	  		  		  		  	
					
	 QMSCO Administration - Hewitt
	  		  		  	Hewitt currently handles QMSCO administration. Hyatt may bring in-house in 2008 and would handle for Hyatt Gaming.	  	
					
	Full-service H Group retiree benefits administration	  	30	  	Ongoing	  	Includes premium payments, ind.insurance policies, dental reimbursement, inputed taxation	  	
					
	 General employee communications and SPDs
	  		  		  		  	
					
	 Retirement Savings Administrative Requirements
	  		  		  		  	
					
	ERISA - ensure compliance with regulatory changes	  	40	  	Ongoing	  		  	
					
	Preparation and filing of Form 5500 (including review of financial report and corresponding schedules)	  	20	  	Annual	  		  	











					
		  	 Hyatt Gaming and Grand Victoria
 Benefit Plan Administration
	  	 03-03-2008


  

									
	 Project List
	  	Time
Spent
Annually	  	Frequency	  	 Notes
	  	Additional
Hours if
Needed
	Preparation of Summary Annual Report (SAR)	  	2	  	Annual	  		  	
					
	Maintenance of Plan Document / Amendments (as necessary)	  	30	  	Ongoing	  		  	
					
	Maintenance of Recordkeeping and Trust Agreements / Amendments (as necessary)	  	10	  	Ongoing	  		  	
					
	Maintenance of SPD	  	30	  	Ongoing	  		  	
					
	DOL filings and correspondence (Determination Letter)	  	14	  	Annual	  		  	
					
	Annual benefit plan audit	  	40	  	Annual	  		  	
					
	Qualified Domestic Relations Orders (QDROs)	  	24	  	Ongoing	  	Assumes 2 per year	  	
					
	Minimum Required Distributors (701 1/2)	  	10	  	Annual	  		  	
					
	Retirement forfeitures	  	12	  	Quarterly	  		  	
					
	Annual Safe Harbor Notice	  	8	  	Annual	  		  	
					
	Form 5330 Filing (for late deposits)	  	8	  	Annual	  	If necessary	  	
					
	Enrollment kits (update and print as necessary)	  	12	  	Ongoing	  		  	
					
	Monthly funding and reconciliation of employee and employer RSP, MSP & DSP contributions to T. Rowe Price (HGM/Joe, Grand Victoria, Red Sail, Lake Tahoe)	  	48	  	Monthly	  		  	
					
	Monitor / audit salary deferral elections; continue working with TRP on the generation and distribution of monthly All-in-One reports as applicable to each location	  	24	  	Monthly	  		  	
					
	Annual Executive Match (RSP)	  	8	  	Annual	  		  	
					
	Maintain copies of all plan communication	  	8	  	Ongoing	  		  	
					
	Review/maintenance of fund performance reports	  	8	  	Quarterly	  		  	
					
	Distribution Form upkeep (revisions/printing)	  	8	  	Ongoing	  		  	
					
	Retirement Savings Administrative Requirements	  		  		  		  	
					
	Grand Victoria / Red Sail Enrollment Form upkeep	  	5	  	Ongoing	  		  	











					
		  	 Hyatt Gaming and Grand Victoria
 Benefit Plan Administration
	  	 03-03-2008


  

									
	 Project List
	  	Time
Spent
Annually	  	Frequency	  	 Notes
	  	Additional
Hours if
Needed
	Monitor maintenance feed to T. Rowe Price	  	10	  	Ongoing	  	Add’l time if changes needed	  	40
					
	Participant indicator audit	  	16	  	Semi-annual	  		  	
					
	Monitor salary deferral interface with T. Rowe Price	  	10	  	Ongoing	  	Add’l time if changes needed	  	40
					
	Monitor loan interface with T. Rowe Price	  	10	  	Ongoing	  	Add’l time if changes needed	  	40
					
	Annual Minimum Coverage Testing	  	30	  	Annual	  		  	
					
	Annual Definition of Compensation Testing	  	16	  	Annual	  		  	
					
	Maintain T. Rowe Price workflows	  	20	  	Ongoing	  		  	
					
	Quarterly participant statements	  	16	  	Quarterly	  		  	
					
	T. Rowe Price SAS 70 review	  	8	  	Annual	  		  	
					
	401(k) Day and miscellaneous employee communications when possible	  	20	  	Annual	  		  	
					
	Participant Communications	  	8	  	Ongoing	  		  	
					
	Support properties with various administrative/funding/payroll compliance issues and questions	  	40	  	Ongoing	  		  	
					
	Grand Victoria match	  	8	  	Annual	  		  	
					
	 DSP & MSP Administrative Requirements
	  		  		  		  	
					
	409A - ensure compliance with regulatory changes	  	40	  	Ongoing	  		  	
					
	Maintenance of Plan Document / Amendments	  	30	  	Ongoing	  		  	
					
	Maintenance of Recordkeeping and Trust Agreements (including individual fund agreements)	  	10	  	Ongoing	  		  	
					
	Support properties with various administrative/funding/payroll compliance issues and questions	  	40	  	Ongoing	  		  	
					
	HCE determination (October) and follow up (January)	  	20	  	Annual	  		  	
					
	Annual enrollment (prepare communication and update MSP/DSP enrollment forms)	  	16	  	Annual	  		  	











					
		  	 Hyatt Gaming and Grand Victoria
 Benefit Plan Administration
	  	 03-03-2008


  

											
	 Project List
	  	Time
Spent
Annually	  	Frequency	  	 Notes
	  	Additional
Hours if
Needed
	Deferral audit	  	 	10	  	Annual	  		  		
					
	Annual Executive Match (January)	  	 	8	  	Annual	  		  		
					
	FICA withholding on annual executive match	  	 	8	  	Annual	  		  		
					
	Audit terminated participants to ensure all have been cashed out	  	 	12	  	Monthly	  		  		
					
	Monitor plan-to-plan transfers for participants promoted from MSP to DSP eligible position	  	 	16	  	Quarterly	  		  		
					
	Track payment elections for grandfathered/non-grandfathered accounts to assure compliance with 409(A) regulations	  	 	16	  	Annual	  		  		
					
	Maintain/communicate bonus deferral elections	  	 	8	  	Annual	  		  		
					
	Track DSP access deferral elections	  	 	8	  	Annual	  		  		
					
	Hardship withdrawals	  	 	4	  	Ongoing	  	Assumes 1 per year	  		
					
	Quarterly participant statements	  	 	8	  	Quarterly	  		  		
					
	Fee review/approval	  	 	8	  	Quarterly	  		  		
					
	 Miscellaneous
	  			  		  		  		
					
	QSLOP Filing	  	 	8	  	Annual	  		  		
					
	Life Balance	  	 	8	  	Ongoing	  		  		
					
	Benefit Orientation Materials/presentation	  	 	8	  	Ongoing	  		  		
					
	SERP/Frozen Deferred Comp Administration	  	 	40	  	Ongoing	  		  		
					
	Corp HR EIS maintenance for HGMI	  	 	25	  	Ongoing	  		  		
					
	Total Hours	  	 	962	  		  		  	 	120
					
	Total cost at Analyst level salary ($25.00/hour) + Mgmt oversight (1/4 hours at $35.00/hour)	  	$	32,467.50	  		  		  	$	36,517.50










 ANNEX B TO THE TRANSITION SERVICES AGREEMENT 
 Employee Benefits 
  

	1.	On-going Administration of Benefit Plans. 

  

	2.	Reporting and Disclosure of Benefit Plans. 

  

	 	•	To include, but not limited to: 

  

	 	i.	External Plan Audits 

  

	 	ii.	Reporting e.g. 5500 Filings 

  

	 	iii.	Updating and maintenance of Plan Documents and Amendments