Exhibit
10.48


FOURTH
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 the authority to amend the Plan;


WHEREAS, Harrah’s now wishes to amend the Plan to
provide that the Harrah’s EDCP Committee and the Harrah’s EDCP Investment
Committee will have responsibility for the administration of the Plan;


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 July , 2006 (except as otherwise provided herein), as follows:


AMENDMENT


1.                                       Section
1.2 of the Plan is hereby amended to delete the definition of “Committee” and
to add the following new definitions:


“EDCP Committee” shall mean the Committee appointed to
administer the Plan in accordance with Article IX.


“EDCP Investment Committee” shall mean the committee
that has the responsibility for selecting and monitoring performance of the
Funds.


“HRC” shall mean the Human Resources Committee of the
Board.


The Plan is hereby
further amended to substitute “EDCP Committee” for each reference to “Committee”
therein.


2.                                       The
definitions of “Fund” and “Funds” in Section 1.2 of the Plan are hereby amended
to read in their entirety as follows:


“Fund” or “Funds” shall
mean one or more of the investments selected by the EDCP Investment Committee
pursuant to Section 3.3(a).









 



3.                                       Effective
as of January 1, 2006, Section 3.3(b) of the Plan is hereby amended to read in
its entirety as follows:


(b)           In making the designation pursuant to
this Section 3.3, the Participant may specify that all or any whole percentage
of his Accounts be deemed to be invested in one or more of the Funds.  A Participant may change the designation made
under this Section 3.3, in a manner prescribed by the Committee, effective as
of the first day of the calendar month following the date on which such change
is made.


4.                                       Section
3.3 of the Plan is hereby amended in its entirety to read as follows:


3.3           Investment
Elections.


(a)           At the time of making the deferral
elections described in Section 3.1 and 3.2, the Participant shall designate, in
a manner prescribed by the EDCP Committee, the Funds in which the Participant’s
Accounts shall be deemed to be invested for purposes of determining the amount
of earnings to be credited, and/or losses to be debited, to such Accounts under
Article IV.  The Funds shall consist of
the investment vehicles selected by the EDCP Investment Committee from time to
time in its sole discretion.


(b)           In making the designation pursuant to
this Section 3.3, the Participant may specify that all or any whole percentage
of his Accounts be deemed to be invested in one or more of the Funds.  A Participant may change the designation made
under this Section 3.3, in a manner prescribed by the EDCP Committee, effective
as of the first day of the calendar month following the date on which such
change is made.


(c)           Notwithstanding any other provision
of this Plan that may be interpreted to the contrary, the Funds are to be used
only for purposes of determining the amount of earnings to be credited and/or
losses to be debited to a Participant’s Account, and a Participant’s designation
of any such Fund, the allocation to his or her Accounts thereof, the
calculation of earnings and the crediting or debiting of such earnings to a
Participant’s Accounts shall not be considered or construed in any manner as an
actual investment of his or her Accounts in any such Fund.  In the event that the Company or any trustee
of a Trust described in Section 6.6, in its sole discretion, decides to invest
any amounts in any or all of the Funds, no Participant shall have any rights in
or to such investments themselves. 
Without limiting the foregoing, a Participant’s Accounts shall at all
times be a bookkeeping entry only and shall not represent any investment made
on his or her behalf by the Company or any trustee.


(d)           Notwithstanding the foregoing
provisions of this Section 3.3, the EDCP Investment Committee may retain the
overriding discretion regarding the Participant’s designation of Funds under
this Section 3.3.  If a Participant fails
to designate any Fund under this Section 3.3, the Participant shall be deemed
to have designated the default Fund selected by the EDCP Investment Committee
for such



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


(e)           Each Participant shall bear full responsibility
for all results associated with his or her designation of Funds under this
Section 3.3, and none of the Employer, the EDCP Committee nor the EDCP
Investment Committee shall have any responsibility or liability with respect to
any Participant’s designation of such Funds.


5.                                       Article
III of the Plan is hereby amended to add new Section 3.4 at the end thereof:


3.4           Investment
Committee.


(a)           Membership.  The EDCP Investment Committee shall be
appointed by action of the HRC.  The EDCP
Investment Committee members shall serve without compensation but shall be
reimbursed for all expenses by the Company. 
The EDCP Investment Committee shall conduct itself in accordance with
the provisions of this Section. The members of the EDCP Investment Committee
may resign with thirty (30) days notice in writing to the Company and may be
removed immediately at any time by written notice from the HRC.  The EDCP Investment Committee may have duties
with respect to other plans of the Company that are similar or identical to its
duties under the Plan.


(b)           Appointment
of Agents.  The EDCP Investment
Committee may appoint such other agents, who need not be members of the EDCP
Investment Committee, as it may deem necessary for the effective performance of
its duties, whether ministerial or discretionary, as the EDCP Investment
Committee may deem expedient or appropriate. 
The compensation of any agents who are not employees of the Company
shall be fixed by the EDCP Investment Committee within any limitations set by
the HRC.


(c)           Majority
Vote. On all matters, questions and decisions, the action of the EDCP
Investment Committee shall be determined by a majority vote of its
members.  They may meet informally or
take any ordinary action without the necessity of meeting as a group.  All instruments executed by the EDCP
Investment Committee shall be executed by a majority of its members or by any
member of the EDCP Investment Committee designated to act on its behalf.


(d)           Allocation
of Responsibilities.  The EDCP
Investment Committee may allocate responsibilities among its members or
designate other persons to act on its behalf. 
Any allocation or designation, however, must be set forth in writing and
must be retained in the permanent records of the EDCP Investment Committee.


(e)           Indemnification.  The Company shall indemnify and hold harmless
the members of the EDCP Investment Committee against any and all claims, loss,
damage, expense or liability arising from any action or failure to act with
respect to this Plan on account of such member’s service on the EDCP



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Investment Committee, except in the case of gross
negligence or willful misconduct.


6.                                       Article
IX of the Plan is hereby amended to read in its entirety as follows:


9.1           Powers of the EDCP Committee.


(a)           Plan
Administrator.  The EDCP Committee
shall be the administrator of the Plan and shall be responsible for the
administration of the Plan.


(b)           General
Powers of the EDCP Committee.  The
EDCP Committee shall have the power and discretion to perform the
administrative duties described in this Plan or required for proper
administration of the Plan and shall have all powers necessary to enable it to
properly carry out such duties.  Without
limiting the generality of the foregoing, the EDCP Committee shall have the
power and discretion to construe and interpret this Plan, to hear and resolve
claims relating to this Plan, and to decide all questions and disputes arising
under this Plan.  The EDCP Committee
shall determine, in its discretion, the service credited to the Participants,
the status and rights of a Participant, and the identity of the Beneficiary or
Beneficiaries entitled to receive any benefits payable hereunder on account of
the death of a Participant.  The decision
or action of the EDCP Committee in respect of any question arising under or in
connection with the Plan and the rules and regulations promulgated hereunder
shall be final and conclusive and binding upon all persons having an interest
in the Plan.


(c)           Distributions.  Except as is otherwise provided hereunder,
the EDCP Committee shall determine the manner and time of payment of benefits
under this Plan.  All benefit
disbursements by the Trustee shall be made upon the instructions of the EDCP
Committee.


(d)           Decisions
Conclusive.  The decision of the EDCP
Committee upon all matters within the scope of its authority shall be binding
and conclusive upon all persons.


(e)           Reporting.  The EDCP Committee shall file all reports and
forms lawfully required to be filed by the EDCP Committee and shall distribute
any forms, reports or statements to be distributed to Participants and others.


(f)            Trust
Fund.  The EDCP Committee shall keep
itself advised with respect to the funded status and investment of the Trust
Fund.


9.2           Creation of Committee.  The EDCP Committee
shall be appointed by the Chief Executive Officer of the Company.  The EDCP Committee must consist of at least
three members.  The EDCP Committee
members shall serve without compensation but shall be reimbursed for all
expenses by the Company.  The EDCP
Committee shall conduct itself in accordance with the provisions of this
Article IX.  The members of the EDCP
Committee may resign with thirty (30) days notice in writing to the Company and
may be removed immediately at



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any time by written
notice from the Company.  The EDCP Committee
may have duties with respect to other plans of the Company that are or
identical to its duties under the Plan.


9.3           Appointment of Agents.  The EDCP Committee
may appoint such other agents, who need not be members of the EDCP Committee,
as it may deem necessary for the effective performance of its duties, whether
ministerial or discretionary, as the EDCP Committee may deem expedient or
appropriate.  The compensation of any
agents who are not employees of the Company shall be fixed by the EDCP Committee
within any limitations set by the HRC.


9.4           Majority Vote and Execution of
Instruments.  In
all matters, questions and decisions, the action of the EDCP Committee shall be
determined by a majority vote of its members. 
They may meet informally or take any ordinary action without the
necessity of meeting as a group.  All
instruments executed by the EDCP Committee shall be executed by a majority of
its members or by any member of the EDCP Committee designated to act on its
behalf.


9.5           Allocation of Responsibilities.  The EDCP Committee
may allocate responsibilities among its members or designate other persons to
act on its behalf.  Any allocation or
designation, however, must be set forth in writing and must be retained in the
permanent records of the EDCP Committee.


9.6           Conflict of Interest.  No member of the
EDCP Committee who is a Participant shall take any part in any action in
connection with his participation as an individual.  Such action shall be voted or decided by the
remaining members of the EDCP Committee.


9.7           Indemnification.  The Company shall indemnify and hold harmless
the members of the EDCP Committee against any and all claims, loss, damage,
expense or liability arising from any action or failure to act with respect to
this Plan on account of such member’s service on the EDCP Committee, except in
the case of gross negligence or willful misconduct.


9.8           Action Taken by Employee.  Any action to be
taken by an Employer shall be taken by resolution adopted by its board of
directors or appropriate board committee; provided, however, that by
resolution, the board of directors or appropriate board committee  may delegate to any committee of the board or
any officer of the Employer the authority to take any actions under this Plan,
other than the power to determine the basis of Employer contributions.


9.9           Discretionary Authority.  All delegations of
responsibility set forth in this document regarding the determination of
benefits and the interpretation of the terms of the Plan confer discretionary
authority upon the person delegated such responsibility.


9.10         Participant Statements.  The EDCP Committee
shall provide a statement of Plan Accounts to each Participant and Beneficiary
on a quarterly or more frequent basis, as determined by the EDCP Committee in its
discretion.



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Such statement of Plan
Accounts shall reflect the amounts allocated to each Account maintained for the
Participant, the Participant’s vested interest in his Accounts, any
distributions, withdrawals or expenses charged against the Participant’s
Account, the hypothetical investment earnings and losses on the Participant’s
Account, and any other information deemed appropriate by the EDCP Committee.


7.                                       Section
10.5 of the Plan is hereby amended to read in its entirety as follows:


10.5         Amendment, Modification, Suspension
or Termination.


(a)           The Company may amend, modify,
suspend or terminate the Plan in whole or in part, except that (i) no
amendment, modification, suspension or termination shall have any retroactive
effect to reduce any amounts allocated to a Participant’s Accounts, and (ii)
Section 8.1 may not be amended with respect to any Participant or Beneficiary
following the date the Participant or Beneficiary makes a claim for benefits
under the Plan.  In the event that this Plan
is terminated, the amounts credited to a Participant’s Accounts (including any
previously uninvested amounts) shall be distributed to the Participant or, in
the event of his or her death, his or her Beneficiary, in a lump sum within
sixty (60) days following the date of termination.


(b)           Additionally, the EDCP Committee may
amend, modify or suspend the Plan in whole or in part, provided that such
amendment, modification or suspension does not have a material adverse
financial effect on the Company or the Plan and except that (i) no amendment,
modification or suspension shall have any retroactive effect to reduce any
amounts allocated to a Participant’s Accounts, and (ii) Section 8.1 may not be
amended with respect to any Participant or Beneficiary following the date the
Participant or Beneficiary makes a claim for benefits under the Plan.


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


This Fourth Amendment to the Plan is hereby executed
by a duly authorized officer of Harrah’s Entertainment, Inc., effective as of
July 1, 2006 (except as otherwise provided herein).


	
  

  	
  HARRAH’S ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  Its:

  	
   

  	
   

  



 



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