Exhibit 10.34


SIXTH AMENDMENT TO
THE

2001 RESTATEMENT OF THE HARRAH’S ENTERTAINMENT, INC.

EXECUTIVE SUPPLEMENTAL SAVINGS PLAN


WHEREAS, Harrah’s Entertainment, Inc. a Delaware
corporation (the “Company”), maintains the Harrah’s Entertainment, Inc.
Executive Supplemental Savings Plan (the “Plan”) in order to provide its key
executive with an opportunity and incentive to save for retirement and other
purposes;


WHEREAS, the Company maintains the Harrah’s
Entertainment, Inc. Executive Supplemental Savings Plan II (the “Harrah’s ESSP
II”);


WHEREAS, the Company further wishes to amend the Plan
to provide that the unvested portion of a Participant’s Matching Contribution
Account (as defined in the Plan) as of December 31, 2004, will be transferred
from such Participant’s Matching Contribution Account under the Plan to an
account under the Harrah’s ESSP II, effective as of January 1, 2005, and will
be subject to the terms and conditions of the Harrah’s ESSP II.


WHEREAS, the Company now wishes to amend the Plan to
provide that Bonus earned by a Participant (as defined in the Plan) during the
2004 Deferral Period (as defined in the Plan), and otherwise payable after
December 31, 2004, and deferred by such Participant under the Plan, and
credited to such Participant’s Deferral Contribution Account under the Plan,
will be transferred from the Plan to the Harrah’s ESSP II, effective as of
January 1, 2006, and will be subject to the terms and conditions of the Harrah’s
ESSP II;


WHEREAS, the amounts to be transferred from a Participant’s
accounts under the Plan comprise the deferred compensation amounts that are
subject to Section 409A of the Code, and the Harrah’s ESSP II is intended to
satisfy the requirements of Sections 409A(a)(2), (3) and (4) of the Code with
respect to the deferred compensation amounts transferred from the Plan and
credited to accounts under the Harrah’s ESSP II; and


WHEREAS, Section 12.1(a) of the Plan provides that the
EDCP Committee has the right to amend the Plan provided such amendment does not
have a material adverse financial affect on the Company or the Plan.


NOW, THEREFORE ,BE IT RESOLVED, the Plan is hereby
amended, effective as of January 1, 2005 (except as otherwise provided below),
as follows:


1.                                       Article
Two of the Plan is hereby amended to add new Section 2.27A as follows:


2.27A     “Harrah’s ESSP II”
shall mean the Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan
II, as amended.









 



 


2.                                       Effective
as of January 1, 2006, Section 4.7(b) of the Plan is hereby amended to add new
paragraph (4) at the end thereof:


(4)           If a Participant becomes entitled to
an Enhancement Contribution (as defined in the Plan) under this Section 4.7(b)
on or after the Second Transfer Date, such Enhancement Contribution shall be
credited to such Participant’s “Deferral Contribution Account” under the Harrah’s
ESSP II (and shall not be credited to such Participant’s Deferral Account under
the Plan or the subaccounts thereunder).


3.                                       Article
IV of the Plan is hereby amended to add new Section 4.8 at the end thereof:


4.8          Transfers to Harrah’s ESSP II.


(a)          (1)           First
Amounts to be Transferred.  Effective as of January 1, 2005
(the “First Transfer Date”), in the case of a Participant, the amount credited
to such Participant’s Matching Contribution Account that is described in
subsection (b) shall be transferred from such Matching Contribution Account to
such Participant’s “Transferred Harrah’s ESSP Matching Account” (as defined in
the Harrah’s ESSP II), as provided in subsection (b).


(2)           Second Amounts to be Transferred.  Effective as of January 1, 2006
(the “Second Transfer Date”), in the case of a Participant, the amount credited
to such Participant’s Deferral Contribution Account that is described in this
subsection (c) shall be transferred from such Deferral Contribution Account to
such Participant’s “Transferred Harrah’s ESSP Deferral Contribution Account”
(as defined in the Harrah’s ESSP II), as provided in subsection (c).


(3)           Transferred Amounts.  The amounts described in this Section 4.8
include amounts credited to such Participant’s Accounts under the Plan as of
December 31, 2004 that were not earned and vested as of December 31, 2004, as
adjusted for any earnings credited thereto or any losses debited therefrom
under the Plan, and amounts credited under the Plan after December 31, 2004, as
adjusted for any earnings credited thereto or any losses debited therefrom
under the Plan.  The amounts transferred
pursuant to this Section 4.8 shall be debited from such Participant’s Accounts
under the Plan, and shall be credited to such Participant’s “Transferred Harrah’s
ESSP Accounts” (as defined in the Harrah’s ESSP II), effective as of the First
Transfer Date or the Second Transfer Date, as applicable.


(4)           Grandfathered Amounts.  The amounts credited to such Participant’s Accounts
as of December 31, 2004 that were earned and vested as of December 31, 2004, as
adjusted for any earnings credited thereto or any losses therefrom under the
Plan, are not subject to Section 409A of the Code, and such amounts shall not
be transferred from such Participant’s Accounts under the Plan.


(b)           Harrah’s
ESSP Matching Contributions.  In the event that all or any portion of a
Participant’s Matching Contribution Account (as defined in the Plan) was not
fully vested as of December 31, 2004 under the Plan, the portion of the total
balance in such Participant’s Matching Contribution Account that was not



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vested as of December 31, 2004 under the Plan, as
adjusted for any earnings credited thereto or any losses debited therefrom
under the Plan, shall be transferred from such Participant’s Matching
Contribution Account to such Participant’s “Transferred Harrah’s ESSP Matching
Contribution Account” (as defined in the Harrah’s ESSP II), effective as of the
First Transfer Date.  The portion of the
balance in such Participant’s Matching Contribution Account that was vested as
of December 31, 2004, as adjusted for any earnings credited thereto or any
losses debited therefrom under the Plan, shall not be transferred and shall
remain credited to such Participant’s Matching Contribution Account.  Effective as of the First Transfer Date, the
portion of the balance in such Participant’s Matching Contribution Account that
was vested as of December 31, 2004, as adjusted for any earnings credited
thereto or any losses debited therefrom under the Plan, which is not
transferred and remains credited to such Participant’s Matching Contribution
Account, shall be fully vested.


(c)           Harrah’s
ESSP Bonus Deferral Contributions.  The Participant’s Bonus (as defined in the
Plan) earned by such Participant during the 2004 Deferral Period (as defined in
the Plan), and otherwise payable after December 31, 2004, and deferred by such
Participant in accordance with Section 4.1(b) of the Plan, as adjusted for any
earnings credited thereto or any losses debited therefrom under the Plan, shall
be transferred from such Participant’s Deferral Contribution Account to such
Participant’s “Transferred Harrah’s ESSP Deferral Contribution Account” (as
defined in the Harrah’s ESSP II), effective as of the Second Transfer Date.


4.                                       Effective
as of July 1, 2006, Section 6.4 of the Plan is hereby amended in its entirety
to read as follows:


6.4          Investment Direction.  A Participant will direct
the hypothetical investment of his Deferral Contribution Account, Matching
Contribution Account, and Discretionary Contribution Account among the
Investment Funds in the manner (including, but not limited to, writing,
electronic, internet, intranet, voice response or telephonic) established by
the EDCP Committee.  The Participant’s
Deferral Contribution Account, Matching Contribution Account and Discretionary
Contribution Account shall not be invested in the Investment Funds, but the
value of the Participant’s Accounts shall be measured by the performance of the
Investment Funds selected.  Any and all
changes to a Participant’s Investment Fund allocation shall be made in
accordance with the uniform procedures of the EDCP Committee, which shall
permit changes in Investment Fund allocations on a quarterly or more frequent basis.  Notwithstanding the foregoing provisions of
this Section 6.4, the EDCP Investment Committee may retain the overriding
discretion regarding the Participant’s selection of Investment Funds under this
Section 6.4.  If a Participant fails to
direct the hypothetical investment of his Accounts in the manner established by
the EDCP Committee, the Participant will be deemed to have selected the default
hypothetical Investment Fund(s) selected by the EDCP



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Investment Committee for such purpose, in the discretion
of the EDCP Committee and in accordance with its uniform policies and
procedures.


5.                                       Except
as herein amended, the Plan shall continue in full force and effect in
accordance with the terms and conditions thereof.


IN WITNESS WHEREOF, the
EDCP Committee has adopted this Sixth Amendment to be executed by its duly
authorized member on this          
day of                            ,
2006.


	
  

  	
  HARRAH’S
  ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 



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