Exhibit
10.91


EIGHTH AMENDMENT

TO THE

CAESARS ENTERTAINMENT

401(k) SAVINGS PLAN


WHEREAS, the Caesars
Entertainment 401(k) Savings Plan (the “Plan”) is maintained by Harrah’s
Operating Company, Inc.;


WHEREAS, Section 13.1(a)
of the Plan provides that the Vice President-Compensation, Benefits and HRSS of
Harrah’s Entertainment, Inc. or the Vice President of Benefits of Harrah’s
Entertainment, Inc. has the power to amend the Plan to bring it into conformity
with legal requirements or to improve the administration of the Plan, provided
that no such amendments may involve an increase in the cost for benefits under
the Plan;


WHEREAS, it is necessary
to amend the Plan to reflect changes resulting from the employment by Harrah’s
Imperial Palace Corp. of certain individuals in connection with the acquisition
of certain assets pursuant to the Agreement for Purchase and Sale, dated as of
August 22, 2005, by and among Imperial Palace, LLC and Harrah’s Operating
Company, Inc.;


WHEREAS, such amendment
is not expected to involve an increase in the cost for benefits under the Plan.


NOW, THEREFORE, the Plan
is hereby amended as follows, effective as of December 23, 2005:


1.                       By adding
the following as new Section 1.49A(i) of the Plan:


“(i)          (I)            Any
Imperial Palace Participant’s service with Imperial Palace, LLC or recognized
by the Imperial Palace Plan that occurred prior to December 23, 2005 (without
regard to any Breaks in Service) shall be treated as employment as an Employee
for purposes of calculating ‘Six Months of Eligibility Service’ under the Plan;
provided however that any such individual must be actually employed by an
Employer to become an Eligible Employee in the Plan.”


(II)           For any Imperial Palace Participant
who is employed by an Employer on December 23, 2005, his service with:


(I) Harrah’s
Entertainment, Inc. or any entity that is treated as a member of its controlled
group under Code Section 414(b), (c) and (m) that occurred prior to December
23, 2005  (without regard to any Breaks
in Service) and


(II) Caesars Entertainment,
Inc. or any entity that is treated as a member of its controlled group under
Code Section 414(b), (c) and (m) that occurred prior to June 13, 2005  (without regard to any Breaks in Service)



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shall be treated as
employment as an Employee for purposes of calculating ‘Six Months of
Eligibility Service’ under the Plan; provided however that any such individual
must be actually employed by an Employer to become an Eligible Employee in the
Plan.”


2.                       By adding
the following as new Section 1.50(j) of the Plan:


“(j)          (I)            Any
Imperial Palace Participant’s service with Imperial Palace, LLC or recognized
by the Imperial Palace Plan that occurred prior to December 23, 2005  (without regard to any Breaks in Service)
shall be treated as employment as an Employee for purposes of calculating a ‘Year
of Service’.


(II)           For any Imperial Palace Participant
who is employed by an Employer on December 23, 2005, his service with:


(I) Harrah’s
Entertainment, Inc. or any entity that is treated as a member of its controlled
group under Code Section 414(b), (c) and (m) that occurred prior to December
23, 2005  (without regard to any Breaks
in Service) and


(II) Caesars
Entertainment, Inc. or any entity that is treated as a member of its controlled
group under Code Section 414(b), (c) and (m) that occurred prior to June 13,
2005  (without regard to any Breaks in
Service)


shall be treated as
employment as an Employee for purposes of calculating a ‘Year of Service’.”


3.                       By adding
the following as new Section 1.54 of the Plan:


“1.54       ‘Imperial Palace Acquisition’ means the
acquisition of certain assets pursuant to the Agreement for Purchase and Sale,
dated as of August 22, 2005, by and among Imperial Palace, LLC and Harrah’s
Operating Company, Inc.”


4.                       By adding
the following as new Section 1.55 of the Plan:


“1.55        ‘Imperial Palace Participant’ means any
Participant who is an Eligible Employee of Harrah’s Imperial Palace Corp. on or
after December 23, 2005.”


5.                       By
substituting the following for Section 3.2(a) and (b) of the Plan:


“(a)         For each payroll period, the Employer
may make a Matching Contribution to the Plan on behalf of each Participant who
makes Salary Deferral Contributions and/or After Tax Contributions during such
payroll period.


(i)            (A) This rate of Matching
Contribution applies exclusively to Imperial Palace Participants.  If an Imperial Palace Participant who makes
Salary Deferral Contributions is employed on the last day of a calendar quarter
in a Plan Year (March 31st,
June 30th, September
30th and December 31st), then he shall be allocated a Matching
Contribution.  The amount of the Matching
Contributions to be made for such calendar quarter on behalf of Imperial Palace
Participant shall equal 50% of the first four percent 



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of such Imperial Palace
Participant’s Compensation contributed as Salary Deferral Contributions for
each of the payroll periods ending within such calendar quarter.


(B) This rate of Matching
Contributions applies exclusively to Participants who are not Imperial Palace
Participants.  For each Participant who
is not an Imperial Palace Participant, the amount of such Matching
Contributions to be made on his behalf for a payroll period shall be equal to
50% of the first six percent of his Compensation contributed as Salary Deferral
Contributions and/or After Tax Contributions in that payroll period.


(ii)           If no Salary Deferral Contributions
or After Tax Contributions are made on behalf of a Participant (including any
Imperial Palace Participants) for a payroll period, then no Matching
Contribution shall be made for such Participant for that payroll period.


(iii)          Any Matching Contributions made
hereunder shall be credited to the Participant’s Matching Contribution Account.


(b)           The provisions of this subsection (b)
apply only to Participants who are not Imperial Palace Participants.  Notwithstanding the provisions of Section
3.2(a), if (i) as of the first day of a Plan Year a Participant who is not an
Imperial Palace Participant has completed at least five (5) Years of Service
and (ii) he is employed by the Employer or any Affiliate on the last day of the
Plan Year, he shall receive an additional Matching Contribution made on his
behalf during such Plan Year pursuant to Section 3.2(a).  For purposes of determining whether a
Participant who is not an Imperial Palace Participant is entitled to receive an
additional Matching Contribution pursuant to this Section 3.2(b), the
calculation of his Years of Service shall begin on the first day of the first
Plan Year coincident with or immediately following his Employment Commencement
Date.”


6.                       By
substituting the following for the first sentence of Section 3.3(a) of the
Plan:


“Each Participant who is
not an Imperial Palace Participant may elect to contribute After Tax
Contributions to the Plan.”


7.                       By adding
the following to the end of Section 3.4(a) of the Plan:


“Notwithstanding the
above and subject to the rules established by the Administrative Committee, a
Rollover Contribution may include a promissory note with respect to a loan
under the Imperial Palace Plan if the Imperial Palace Participant also directly
rolls over his Imperial Plan distribution to the Plan.”


8.                       By adding
the following as new Section 9.10 of the Plan:


“9.10       Imperial Palace Plan Loans.                Any current outstanding loan
under the Imperial Palace Plan that is directly rolled over to the Plan will
continue to be held on the same terms as those contained in the original loan
agreement between the Imperial Palace Participant and the Imperial Palace Plan,
except that the Plan will be substituted as the obligee of the loan.”



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9.               By adding “Harrah’s
Imperial Palace Corp.” to Appendix A.


IN WITNESS WHEREOF, the
undersigned officer of Harrah’s Entertainment, Inc. hereby adopts this Eighth
Amendment to the Plan on December 23, 2005.


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Nizar Jabara

  
	
   

  	
   

  
	
   

  	
  Vice
  President-Compensation, Benefits and HRSS

  



 



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