Exhibit
10.93


TENTH AMENDMENT


TO THE


CAESARS
ENTERTAINMENT


401(k) SAVINGS
PLAN


WHEREAS, The
Restated Caesars Entertainment 401(k) Savings Plan (the “Plan”) was adopted on
March 22, 2001;


WHEREAS, Article
XIII of the Plan, as revised by the Sixth Amendment to the Plan, provides that
the Human Resources Committee of the Board of Directors of Harrah’s
Entertainment, Inc. has the power to amend the Plan;


WHEREAS, the First
Amendment to the Plan was adopted on November 21, 2001;


WHEREAS, the
Second Amendment to the Plan was adopted on December 31, 2002;


WHEREAS, the Third
Amendment to the Plan was adopted on December 30, 2003;


WHEREAS, the
Fourth Amendment to the Plan was adopted on December 30, 2004;


WHEREAS, the Fifth
Amendment to the Plan was adopted on June 10, 2005;


WHEREAS, the Sixth
Amendment to the Plan was adopted on December 13, 2005;


WHEREAS, the Seventh
Amendment to the Plan was adopted on December 27, 2005;


 











 


WHEREAS, the Eight
Amendment to the Plan was adopted on December 23, 2005;


WHEREAS, the Ninth
Amendment to the Plan was adopted on May 5, 2006;


WHEREAS, it has
been decided that it would be desirable to merge the Grand Casinos 401(k)
Savings Plan (the “Grand Plan”) into the Plan;


WHEREAS, it has
also been decided to expand the reasons upon which a hardship distribution will
be made as permitted under the final IRS 401(k) regulations; and


WHEREAS, it is
necessary to amend the Plan in order to provide for (i) the merger of the Grand
Plan into the Plan; and (ii) additional reasons upon which a participant will
be deemed to have an immediate and heavy financial need for purposes of
receiving a hardship distribution.


NOW, THEREFORE,
the Plan is hereby amended as follows:


1.             Sections 7.6(a) is amended by: (a)
deleting the word “and” at the end of subparagraph (iv) and (b) revising
subparagraph (v) to read as follows:


“(v)         Payment
for burial or funeral expenses for the Participant’s deceased parent, spouse,
child, or dependent; and”


2.             A new subparagraph (vi) is added to
Section 7.6(a) to read:


“(vi)        Expenses
for the repair of damage to a Participant’s principal residence that would
qualify for the casualty deduction under Section 165 of the Code (determined
without regard to whether the loss exceeds 10 percent of adjusted gross
income).”



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3.             The following new Article XXVI is
added to the Plan immediately following Article XXV to read:


“ARTICLE XXVI


SPECIAL PROVISIONS
PERTAINING TO THE


MERGER OF THE
GRAND CASINOS 401(k) SAVINGS PLAN INTO THE PLAN


26.1  General.  Effective as of August 31, 2006, the Grand Casinos
401(k) Savings Plan (the “Grand Plan”) shall be merged into the Plan so that
all assets of the Grand Plan shall be transferred to the Plan for application
under the terms of the Plan and the liabilities for benefits under the Grand
Plan through August 31, 2006, shall be assumed by the Plan.


26.2  Transfer of Account Balances.  In connection with the merger of the Grand
Plan into the Plan, amounts reflecting the account balance in each account
under the Grand Plan as of August 31, 2006 with respect to each participant
under the Grand Plan as of such date shall be accounted for under the Plan in
accordance with the following rules:


(a)           Amounts transferred from the Grand
Plan to this Plan consisting of a Participant’s “salary deferral contribution
account” (as such term is defined in the Grand Plan) shall be credited to such
Participant’s Salary Deferral Contribution Account under this Plan.


(b)           Amounts
transferred from the Grand Plan to this Plan consisting of a Participant’s “matching
contribution account” (as such term is defined in the Grand Plan) shall be
credited to such Participant’s Matching Contribution Account under this Plan.


(c)           Amounts
transferred from the Grand Plan to this Plan consisting of a Participant’s “rollover
contribution account” (as such term is defined in the Grand Plan) shall be
credited to such Participant’s Rollover Contribution Account under this Plan.


(d)           Amounts
transferred from the Grand Plan to this Plan consisting of a Participant’s “after
tax contribution account” (as such term is defined in the Grand Plan) shall be
credited to such Participant’s After Tax Contribution Account under this Plan.


(e)           Amounts
transferred from the Grand Plan to this Plan consisting of a Participant’s “caesars
old match subaccount” (as such term is defined in the Grand Plan) shall be
credited to a separate subaccount established under such Participant’s Matching
Contribution Account under this Plan called the “Caesars Old Match Subaccount”.  Notwithstanding the provisions of Section
7.3, a Participant shall be fully vested at all times in his Caesars Old Match
Subaccount.



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(f)            Amounts
transferred from the Grand Plan to this Plan consisting of a Participant’s “caesars
prior plan subaccount” (as such term is defined in the Grand Plan) shall be
credited to a separate subaccount established under such Participant’s Matching
Contribution Account under this Plan called the “Caesars Prior Plan Subaccount”.  Notwithstanding the provisions of Section
7.3, a Participant shall be fully vested at all times in his Caesars Prior Plan
Subaccount.


(g)           Amounts
transferred from the Grand Plan to this Plan consisting of a Participant’s “vested
match subaccount” (as such term is defined in the Grand Plan) shall be credited
to a separate subaccount established under such Participant’s Matching
Contribution Account under this Plan called the “Vested Match Subaccount”.  Notwithstanding the provisions of Section
7.3, a Participant shall be fully vested at all times in his Vested Match
Subaccount.


(h)           Amounts
transferred from the Grand Plan to this Plan consisting of a Participant’s “catch-up
contribution account” (as such term is defined in the Grand Plan) shall be
credited to such Participant’s Catch-Up Contribution Account under this Plan.


26.3  Distributions.  The provisions of Article VII shall apply to
any individual who has an account balance transferred from the Grand Plan to
this Plan pursuant to this Article XXVI.


26.4  Special Withdrawal Rule for Participants
with Caesars Prior Plan Subaccounts. 
A Participant who has a Caesars Prior Plan Subaccount under the Plan may
elect to withdraw all or a portion of his Caesars Prior Plan Subaccount at any
time.


26.5  Loans. 
Any outstanding loans transferred to the Plan from the Grand Plan will
continue to be held on the same terms as those contained in the loan agreement
between the Participant and the Grand Plan, except that the Plan will be
substituted as the obligee of the loan.


26.6  Benefit Options.  All applicable “benefit options” (within the
meaning of Section 411(d)(6)(B)(ii) of the Code and the Treasury Regulations
thereunder) that are attributable to any amounts transferred from the Grand
Plan shall continue to apply with respect to such transferred amounts held
under this Plan.


26.7  Restoration of Forfeitures.  The provisions of Section 7.3(e) (relating to
the restoration of forfeitures) shall apply to any individual who:  (i) was a participant in the Grand Plan, (ii)
terminated employment with a participating employer under the Grand Plan, prior
to the time such individual’s accounts under the Grand Plan are transferred to
this Plan, (iii) received a distribution of his vested interest under the Grand
Plan, (iv) was reemployed by the Employer prior to completing five (5)
consecutive One Year Breaks in Service (including, for this purpose, any one
year breaks in service that might have occurred under the Grand Plan), and (v)
repays the full amount previously distributed to him within five years of the
date he is reemployed by the Employer.”



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4.             Appendix A is amended to read as
follows:


“APPENDIX A


Names of Employers
& Locations


Each Employer listed below has adopted the Plan for all Eligible
Employees at each of its locations unless indicated otherwise.


Parball Corporation
(Bally’s & Paris Las Vegas)


FHR Corporation


Flamingo Hilton –
Laughlin, Inc.


Bally’s Park Place Inc.
(New Jersey)


Atlantic City Country
Club, Inc.


Caesars World, Inc.


Caesars World Business
Services Corporation


Caesars World
Entertainment, Inc.


Caesars World
Merchandising, Inc.


Desert Palace, Inc. dba
Caesars Palace LV


Boardwalk Regency
Corporation (Caesars Atlantic City)


Bally’s Skyscraper, Inc.
(Claridge Atlantic City)


Roman Holding Corporation
of Indiana (Caesars Indiana)


Harrah’s Imperial Palace
Corp.


Grand Casinos, Inc.


BL Development Corp. – Grand
Tunica


Grand Casinos of
Mississippi, Inc. – Grand Biloxi


Sheraton Tunica
Corporation


Grand Casinos of
Mississippi, LLC – Regional, Grand Gulf


Harrah’s Entertainment, Inc. –  Effective January 1, 2006, the group of
Eligible Employees consists solely of those salaried employees who perform
services at any Grand Casinos property and who are required to be covered by
this Plan in connection with the Agreement and Plan of Merger, dated July 14,
2004, of Caesars Entertainment, Inc. into Harrah’s Entertainment, Inc.”


5.             Effective Dates.


(a)           The amendments made by paragraphs 1
and 2 shall be effective as of August 4, 2006.


(b)           The amendment made by paragraph 2
shall be effective as of August 31, 2006.



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IN
WITNESS WHEREOF, the undersigned officer of Harrah’s Entertainment, Inc. hereby
adopts this Tenth Amendment to the Plan on this 21st day of September, 2006.


	
  

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Nizar Jabara

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Vice
  President-Compensation, Benefits, and HRSS

  



 



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