Exhibit
10.44


AMENDMENT
TO

THE RESTATED

PARK PLACE ENTERTAINMENT CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN


THIS AMENDMENT TO THE RESTATED PARK PLACE
ENTERTAINMENT CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN, dated as of
June 13, 2005, is made and adopted by Harrah’s Operating Company, Inc. (“Harrah’s
Operating Company”), a Delaware corporation and a wholly owned subsidiary
of Harrah’s Entertainment, Inc., a Delaware corporation.  Capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed to them in the Plan
(as defined below).


WHEREAS, Harrah’s Operating Company previously entered
into that certain Agreement and Plan of Merger, dated as of July 14, 2004 (the “Agreement”),
pursuant to which Caesars Entertainment, Inc., a Delaware corporation (“Caesars”),
upon the terms and subject to the conditions set forth in the Agreement, merged
with and into Harrah’s Operating Company, with Harrah’s Operating Company as
the surviving entity (the “Merger”);


WHEREAS, Caesars maintains The Restated Park Place
Entertainment Corporation Executive Deferred Compensation Plan (the “Plan”);


WHEREAS, pursuant to Section 10.5 of the Plan, the
Company may amend the Plan in whole or in part;


WHEREAS, Harrah’s Operating Company, as successor to
Caesars, desires to amend the Plan as set forth herein; and


WHEREAS, this Amendment was adopted by the Special
Plan Amendment Committee of Harrah’s Operating Company on June 13, 2005.


NOW, THEREFORE, in consideration of the foregoing,
Harrah’s Operating Company hereby amends the Plan as follows, effective as of
immediately after the consummation of the Merger:


1.                                       The
definition of “Company” in Section 1.2 of the Plan is hereby amended and
restated in its entirety as follows:


“‘Company’ shall mean Harrah’s Entertainment, Inc., a
Delaware corporation.”


2.                                       The
following sentence is hereby added the end of Section 10.5 of the Plan:


“Effective as of
immediately after the consummation of the merger of Caesars Entertainment, Inc.
with and into Harrah’s Operating Company, Inc., the Special Plan Amendment
Committee of Harrah’s Operating Company, Inc. shall have the



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power to amend
this Plan as the Special Plan Amendment Committee deems necessary or desirable
to facilitate the integration of Caesars Entertainment, Inc. with Harrah’s
Operating Company, Inc. pursuant to the merger.”


3.                                       This
Amendment shall be and is hereby incorporated in and forms a part of the Plan.


4.                                       All
other terms and provisions of the Plan shall remain unchanged except as
specifically modified herein.


5.                                       The
Plan, as amended by this Amendment, is hereby ratified and confirmed.


[SIGNATURE PAGE FOLLOWS]


 



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I hereby certify that the foregoing Amendment was duly
adopted by the Special Plan Amendment Committee of Harrah’s Operating Company,
Inc. on June 13, 2005.


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Stephen H. Brammell

  
	
  Title:

  	
  Senior Vice President, General Counsel and

  
	
   

  	
  Corporate Secretary