Twelfth Amendment to 2001 Restatement



 EXHIBIT 10.1 
 TWELFTH AMENDMENT TO 
 2001 RESTATEMENT OF 
 THE HARRAH’S ENTERTAINMENT, INC. 
 SAVINGS AND RETIREMENT PLAN

 WHEREAS, Harrah’s Entertainment, Inc., a Delaware corporation (the “Company”), has established and maintains the Harrah’s
Entertainment, Inc. Savings and Retirement Plan (the “Plan”) for the benefit of its eligible employees and the eligible employees of certain participating companies; and 
 WHEREAS, Section 14.2 of the Plan provides that the Board or the HRC has the authority to amend the Plan; and 
 WHEREAS, amendment of the Plan is desirable to suspend the Fixed Matching Contributions under the Plan. 
 NOW, THEREFORE, BE IT RESOLVED that, this
Twelfth Amendment to the 2001 Restatement of the Plan is adopted and shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this Amendment. 
 BE IT FURTHER RESOLVED that, pursuant to the power and authority reserved by Section 14.2 of the Plan, the Plan is hereby amended as follows, effective as of
February 9, 2009: 
 1. By substituting for Section 3.4(a)(i) of the Plan the following: 
 “(i) Fixed Matching Contribution. (A) For Plan Years ending on or before December 31, 2008, the Employers shall
contribute, on behalf of each Participant who satisfies Section 2.1(b) and makes 401(k) Contributions and/or After Tax Contributions during the Plan Year, an amount equal to 50% of the first 6% of Compensation contributed under Section 3.3
either as 401(k) Contributions and/or After Tax Contributions. 
 (B) For purposes of the Plan Year ending on
December 31, 2009, the Employers shall contribute, on behalf of each Participant who satisfies Section 2.1(b) and makes 401(k) Contributions and/or After Tax Contributions during the Plan Year from Compensation otherwise payable on or
before February 9, 2009, an amount equal to 50% of the first 6% of Compensation otherwise payable on or before February 9, 2009 contributed under Section 3.3 either as 401(k) Contributions and/or After Tax Contributions. To the extent
required by Section 401(a)(17) of the 

  

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Code, a Participant’s Compensation otherwise payable on or before February 9, 2009, in excess of the annual compensation limit under
Section 401(a)(17) for the Plan Year ending on December 31, 2009, as pro rated under Treasury Regulation Section 1.401(a)(17)-1(b)(3)(iii), shall be disregarded for purposes of determining such contributions. 
 (C) For purposes of the Plan Year ending on December 31, 2009, no contributions shall be made by the Employers under this
Section 3.4(a)(i) in respect of 401(k) Contributions or After Tax Contributions from Compensation otherwise payable after February 9, 2009; provided, however, that where elimination of the Employers contribution set forth in
Section 3.4(a)(i)(B) above is prohibited by a collective bargaining agreement or the National Labor Relations Act of 1935, as amended, the Employers shall continue to contribute the payments set forth in Section 3.4(a)(i)(B) above.

 (D) No contributions shall be made by the Employers under this Section 3.4(a)(i) for Plan Years ending after
December 31, 2009; provided, however, that where elimination of the Employers contribution set forth in Section 3.4(a)(i)(B) above is prohibited by a collective bargaining agreement or the National Labor Relations Act of
1935, as amended, the Employers shall continue to contribute the payments set forth in Section 3.4(a)(i)(B) above.” 
 *        *        * 
 IN WITNESS WHEREOF, the Company has caused this Twelfth Amendment to be executed by its duly authorized officer on this 9th day of
February, 2009. 

			
		
	By:	 	/s/ MARY H. THOMAS
	Name:	 	Mary H. Thomas
	Title:	 	Senior Vice President


  

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