Exhibit
10.45


FIRST
AMENDMENT TO THE

RESTATED PARK PLACE ENTERTAINMENT CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN


WHEREAS, Caesars Entertainment, Inc. (formerly named
Park Place Entertainment Corporation) maintained the Park Place Entertainment
Corporation Executive Deferred Compensation Plan (the “Plan”), which was most
recently amended and restated effective as of January 1, 2002;


WHEREAS, effective as of June 13, 2005, Caesars
Entertainment, Inc. was merged with and into Harrah’s Operating Company, Inc.,
a Delaware corporation (“Harrah’s Operating”) and a wholly-owned subsidiary of
Harrah’s Entertainment, Inc., a Delaware corporation (“Harrah’s”);


WHEREAS, effective as of June 13, 2005, the Plan was
amended to provide that Harrah’s shall have authority to amend the Plan;


WHEREAS, Harrah’s maintains the Harrah’s
Entertainment, Inc. Executive Supplemental Savings Plan II (the “Harrah’s Plan”)
for the eligible employees of Harrah’s and its subsidiaries;


WHEREAS, Harrah’s now wishes to amend the Plan to
provide that compensation earned during 2005 by a Participant (as defined in
the Plan), and deferred by such Participant under the Plan, will be credited to
an account under the Harrah’s Plan commencing with the first payroll period
beginning on or after July 1, 2005 and subject to the terms and conditions of
the Harrah’s Plan;


WHEREAS, Harrah’s further wishes to amend the Plan to
provide that the Company matching contribution amounts under the Plan with
respect to such deferred compensation will be credited to an account for such
Participant under the Harrah’s Plan and subject to the terms and conditions of
the Harrah’s Plan;


WHEREAS, Harrah’s further wishes to amend the Plan to
permit a Participant to reduce or suspend such Participant’s deferral elections
under the Plan, on a prospective basis, commencing on or after July 1, 2005;


WHEREAS, Harrah’s further wishes to amend the Plan to
provide that no Employee (as defined in the Plan) will become a Participant in
the Plan on or after July 1, 2005, and that Participants in the Plan will not
be afforded deferral elections under the Plan with respect to compensation
earned on or after January 1, 2006; and


WHEREAS, Section 10.5 of the Plan provides that Harrah’s
may amend the Plan, subject to certain limitations.


NOW, THEREFORE, the Plan is hereby amended, effective
as of June 13, 2005, as follows:









 



 


AMENDMENT


1.                                       Section
1.2 of the Plan is hereby amended to add the following new definition of “Harrah’s
Plan”:  “‘Harrah’s Plan’ shall mean the
Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II.”


2.                                       The
definition of “Participant” in Section 1.2 of the Plan is hereby amended to add
the following at the end thereof:  “No
Eligible Employee shall become a Participant on or after July 1, 2005.”


3.                                       Article
I of the Plan is hereby amended to add the following new Section 1.3 at the end
thereof:


1.3           Continuation by Harrah’s Operating
Company, Inc.


Effective as of June 13, 2005, Caesars Entertainment,
Inc. (formerly named Park Place Entertainment Corporation) was merged with and
into Harrah’s Operating Company, Inc., a Delaware corporation and a
wholly-owned subsidiary of Harrah’s Entertainment, Inc., a Delaware
corporation.  The Plan was continued by
Harrah’s Operating Company, Inc., as successor to Caesars Entertainment, Inc.


4.                                       Section
2.1 of the Plan is hereby amended to add the following new subsection (d) at
the end thereof:


(d)           No
Eligible Employee or other person shall become a Participant on or after July
1, 2005.


5.                                       Section
3.1 of the Plan is hereby amended to add the following new subsection (d) at
the end thereof:


(d)           Notwithstanding subsection (b) of
this Section 3.1, a Participant may file a new election with the Committee, on
a form provided by the Committee, not later than June 30, 2005, to:  (i) reduce his or her Base Compensation
deferral election then in effect, thereby reducing such Participant’s Base
Compensation deferral percentage for the remainder of the Plan Year to a lesser
percentage, or (ii) suspend his or her Base Compensation deferral election then
in effect, thereby reducing such Participant’s Base Compensation deferral
percentage for the remainder of the Plan Year to 0%.  If a suspension election is made, the
Participant shall make no further Base Compensation deferrals under the Plan
for the 2005 Plan Year.  Such election
shall be valid as soon as administratively feasible following its receipt by
the Committee.  A Participant’s new
election may not increase his or her Base Compensation deferral percentage for
the 2005 Plan Year.  No Participant shall
be permitted to make an election under the Plan to defer his or her Base
Compensation earned for services performed during the 2006 Plan Year or any
later Plan Year.



 2
 






 



 


6.                                       Section
3.2 of the Plan is hereby amended to add the following at the end thereof:


Notwithstanding the first
sentence of this Section 3.2, a Participant may file a new election with the
Committee, on a form provided by the Committee, not later than June 30, 2005
to:  (i) reduce his or her Bonus Compensation
deferral election then in effect, thereby reducing such Participant’s Bonus
Compensation deferral percentage for any Bonus Compensation earned for services
performed during 2005 and otherwise payable after such new election to a lesser
percentage, or (ii) suspend his or her Bonus Compensation deferral election
then in effect, thereby reducing such Participant’s Bonus Compensation deferral
percentage to 0% for any Bonus Compensation earned for services performed
during 2005 and otherwise payable after such new election.  If a suspension election is made, the
Participant shall make no further Bonus 
Compensation deferrals under the Plan for Bonus Compensation earned for
services performed during the 2005 Plan Year. 
Such election shall be valid as soon as administratively feasible
following its receipt by the Committee. 
A Participant’s new election may not increase his or her Bonus
Compensation deferral percentage for the 2005 Plan Year.  No Participant shall be permitted to make an
election under the Plan to defer his or her Bonus Compensation earned for
services performed during the 2006 Plan Year or any later Plan Year.


7.                                       Section
4.1(b) of the Plan is hereby amended to delete the semicolon at the end thereof
and add the following at the end thereof:


provided, however, that, with respect to Base
Compensation deferred by the Participant for any such payroll period for such
Participant commencing on or after July 1, 2005 and before January 1, 2006, an
amount equal to the Base Compensation deferred by the Participant for such
payroll period in accordance with the Participant’s election under Section
3.1(a) shall be credited to such Participant’s “Deferral Contribution Account”
under the Harrah’s Plan (and shall not be credited to the Participant’s
Deferral Account or the subaccounts thereunder);


8.                                       Section
4.1(c) of the Plan is hereby amended to delete “; and” at the end thereof and
add the following at the end thereof:


provided, however, that, with respect to the Bonus
Compensation earned for services performed during 2005, and otherwise payable
on or after July 1, 2005, and deferred by the Participant, an amount equal to
the portion of such Bonus Compensation deferred by the Participant in
accordance with the Participant’s election under Section 3.2 shall be credited
to such Participant’s “Deferral Contribution Account” under the Harrah’s Plan
(and shall not be credited to the Participant’s Deferral Account or the
subaccounts thereunder); and



 3
 






 



 


9.                                       The
second sentence of Section 4.2(b) of the Plan is hereby amended to delete the
semicolon at the end thereof and add the following at the end thereof:


provided, however, that,
with respect to Base Compensation deferred by the Participant for any such
payroll period for such Participant commencing on or after July 1, 2005 and
before January 1, 2006, the Participant’s Base Compensation Company
Contribution Amount for such payroll period shall be credited to such
Participant’s “Caesars Company Contribution Account” under the Harrah’s Plan
(and shall not be credited to the Participant’s Company Contribution Account or
any subaccount thereunder);


10.                                 The
second sentence of Section 4.2(c) of the Plan is hereby amended to delete the
semicolon at the end thereof and add the following at the end thereof:


provided, however, that,
with respect to the Bonus Compensation earned for services performed during
2005, and otherwise payable on or after July 1, 2005, and deferred by the
Participant, the Participant’s Bonus Compensation Company Contribution Amount
for such Bonus Compensation shall be credited to the Participant’s “Caesars
Company Contribution Account” under the Harrah’s Plan (and shall not be
credited to the Participant’s Company Contribution Account or any subaccount
thereunder);


11.                                 Subsection
4.2(f) of the Plan is hereby amended to delete “; and” at the end thereof and
add the following at the end thereof:


provided, however, that any additional Base
Compensation Company Contribution Amounts and/or Bonus Compensation Company
Contribution Amounts to be credited on or after July 1, 2005, shall be credited
to a Participant’s “Caesars Company Contribution Account” under the Harrah’s
Plan (and shall not be credited to the Participant’s Company Contribution
Account or any subaccount thereunder); and


12.                                 The
Plan, as amended herein, shall be maintained by Harrah’s Operating Company,
Inc., as successor to Caesars Entertainment, Inc.  Except as herein amended, the Plan shall
continue in full force and effect in accordance with the terms and conditions
thereof.


This First Amendment to the Plan is hereby executed by
a duly authorized officer of Harrah’s Entertainment, Inc., effective as of June
13, 2005.


	
   

  	
  HARRAH’S ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  



 



 4