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                                                                    Exhibit 10.1

                      HARRAH'S ENTERTAINMENT, INC. RESTATED

                  ANNUAL MANAGEMENT BONUS PLAN (FEBRUARY 2000)

Introduction

         As a member of management, you can have a major impact on the overall
         performance of your property and of Harrah's Entertainment, Inc. (the
         Company). The Harrah's Entertainment, Inc. Annual Management Bonus Plan
         (Plan) is designed to reward you for meeting your personal performance
         objectives in years when your Operating Unit meets its performance
         objectives.

         The Plan provides a method of developing uniform bonus calculation
         procedures with specific objectives for each Operating Unit as well as
         overall objectives for the company. This means that although there is
         one plan, covering all properties, divisions, and corporate, your
         specific bonus award is tied to your individual performance and your
         Operating Unit's performance, and can also have a relationship to the
         performance of the entire Company.

         The purposes of the Plan are to reward you for superior work and
         motivate you toward delivering better customer service and achieving
         better business results, to tie your goals and interests into those of
         the Company and its stockholders, and to attract and retain top
         managers.

         This document describes eligibility, personal performance objectives
         that are directly tied to the performance planning and evaluation
         process, Operating Unit performance objectives, assignment of bonus
         points, the bonus pool, the payment of bonus awards and administrative
         matters.

1.       Personal Eligibility

         1.1      To be eligible, you must be a full-time employee of an
                  Operating Unit in a salary grade 18 or above, with the Chief
                  Executive Officer having discretion to make exceptions
                  regarding the eligibility of positions within grades 18 and
                  19. An Operating Unit is a business unit identified for
                  participation in the Plan by the Chief Executive Officer.
                  Unless an exception is approved by the Chief Executive Officer
                  or his designee, you may not be a participant in any other
                  bonus plan of the Company or its subsidiaries. You must have
                  been employed in an eligible position before October 1 of the
                  Plan year, have at least a "Successful"



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                  performance rating, and be actively working at the time
                  bonuses are distributed to receive your bonus award. The
                  requirement to be actively working on the bonus payment date
                  may be waived by the Chief Executive Officer or his designee.
                  See also Section 9.1 below.

2.       Prorations/Transfers

         2.1      If an eligible employee is promoted during the year, pro-rata
                  bonus awards are calculated based on his or her earnings,
                  individual performance and grade in each position.

         2.2      If, however, an employee is promoted into an eligible position
                  under this Plan or transferred from another bonus plan in the
                  Company to this Plan, the promotion or transfer must take
                  place before October 1 for the employee to be eligible for a
                  prorated payment under this Plan.

         2.3      In cases of promotions and/or transfers between Operating
                  Units, pro-rata bonus awards for eligible participants are
                  calculated based on the employee's earnings, individual
                  performance, operating unit bonus points and grade in each
                  Operating Unit. The calculation of prorata bonus awards is
                  generally made following completion of the Plan year and the
                  calculation is determined in a manner determined by the
                  Compensation Department.

         2.4      Notwithstanding the above, for transfers of a bonus eligible
                  employee after March 31 and before October 1 during any Plan
                  year, the bonus will be pro rated as provided above but will
                  not be less than the bonus that would have been earned if the
                  employee had stayed at the first Operating Unit. For transfers
                  during the last three months of a Plan year, the bonus will be
                  equal to the bonus that would have been earned if the employee
                  had stayed at the first Operating Unit.

         2.5      The Chief Executive Officer will have authority to interpret
                  and make exceptions to the bonus provisions concerning
                  transferred and new employees.

3.       Individual Performance Objectives

         3.1      At the beginning of each year, your supervisor should develop
                  specific performance objectives for you to achieve. Your
                  supervisor may look to you for assistance in developing these
                  objectives. The objectives should be recorded on your
                  performance appraisal document under the appropriate
                  performance standard. One hundred bonus points or another


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                  measurement standard are then assigned by your supervisor to
                  these personal bonus objectives. Your objectives and bonus
                  points or another measurement standard will be approved and
                  retained by your supervisor. The objectives should be easy to
                  quantify and verify. Performance objectives can be modified
                  during the year if business conditions dictate.

                  If circumstances are such that specific personal objectives
                  are not developed for a particular year, then the job
                  performance expected by your supervisor or by your Operating
                  Unit's senior manager, as determined by them, will be your
                  target objectives.

4.       Operating Unit Performance Objectives

         4.1      Operating Unit bonus objectives are established for each Plan
                  year. These may consist of a combination of measurements
                  related to the objectives of the Company and each of its
                  Operating Units on items such as operating income, pre-tax
                  earnings, earnings per share, return on sales and/or customer
                  satisfaction ratings. The objectives may change annually to
                  support the business mission of the Company. The objectives
                  are assigned target points or another standard of measurement
                  (referred to as points in this Plan).

         4.2      The objectives and assigned target points for each Operating
                  Unit are recommended by the Chief Executive Officer to the
                  Human Resources Committee for approval. Total target points
                  for each Operating Unit is 100. Additional stretch points may
                  be awarded according to specific parameters that may be set
                  each year.

5.       Meeting Operating Unit Objectives Assignment of Bonus Points

         5.1      After the end of each Plan year, earned bonus points will be
                  assigned to each Operating Unit based upon achievement of Plan
                  objectives. The Operating Unit bonus points may be combined or
                  tied with the points earned by the Company. The final point
                  total will be used to create the Operating Unit's bonus pool.

6.       Meeting Operating Unit Objectives - The Bonus Pool

         6.1      A bonus pool for each Operating Unit will be established
                  according to the unit's bonus point total as follows: The
                  bonus pool is calculated by multiplying all eligible
                  participants' eligible earnings by the appropriate bonus
                  percentage as shown on the applicable Bonus Matrix. The
                  appropriate bonus percentage is determined by both the
                  participants'



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                  salary grades and bonus points earned by the Operating Unit.

         6.2      An Operating Unit's total bonus pool is calculated by summing
                  all appropriate bonus percentages of the Operating Unit's
                  eligible participants.

         6.3      The Chief Executive Officer shall have discretion to approve
                  and modify the bonus matrices for employees in grades 18
                  through 29. The Human Resources Committee will approve the
                  matrices for grades 30 and above.

7.       Meeting Individual Objectives

         7.1      After the end of the Plan year, your supervisor will determine
                  your individual performance against your objectives. This
                  assessment determines how many of your personal 100 assigned
                  objective points have been met.

         7.2      The supervisor will then recommend a bonus award for you and
                  other eligible employees reporting to him or her, in relation
                  to the individual performance bonus points earned. The
                  supervisor must keep in mind that the total bonus pool for the
                  Operating Unit must not be exceeded. When an Operating Unit's
                  performance rises above the "100" point target, the available
                  bonus dollars contributed to the pool will increase; this is
                  called "stretch bonus."

         7.3      When an Operating Unit is in stretch, individual awards should
                  not automatically rise above the "100" point line. Only those
                  eligible participants whose performance contributed to the
                  achievement of stretch bonus should be considered for stretch
                  awards. Calculation is up to the discretion of your supervisor
                  and the Operating Unit's senior managers.

         7.4      When Operating Unit performance falls short of objectives, the
                  Bonus Pool will be accordingly reduced. Individual awards
                  should be scaled back to reflect the available pool dollars.

8.       Approval and Payment of Annual Bonus Plan Awards

         8.1      Each supervisor will submit bonus award recommendations to the
                  Compensation Department with two levels of approval (unless
                  the next level of supervision is a Corporate Senior Vice
                  President or a Division President; in these cases, no further
                  approvals are required). The Compensation Department will
                  accumulate overall bonus recommendations and submit them for
                  appropriate approvals.



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         8.2      The Chief Executive Officer reviews and approves bonus
                  recommendations and recommends Operating Unit bonus points to
                  the Human Resources Committee. The Human Resources Committee
                  approves total bonus points achieved for performance against
                  Operating Unit objectives and the individual bonus awards of
                  management members of the Board of Directors.

         8.3      Bonus awards are generally distributed to employees by March
                  15 of the year following the Plan year dependent on the
                  eligibility of both the Operating Unit and the employee.
                  Approved bonus awards may be distributed earlier with the
                  approval of the Chief Executive Officer.

         8.4      The Chief Executive Officer shall have discretion to resolve
                  and approve exceptions and adjustments to objectives and bonus
                  points and other bonus plan issues that have their source or
                  basis at operating properties, which decisions will also roll
                  up to Division bonus calculations. The Human Resources
                  Committee may establish guidelines for these exceptions.

         8.5      Exceptions that impact the bonus points of Corporate require
                  the approval of the Human Resources Committee as to their
                  impact on Corporate bonuses.

9.       Miscellaneous

         9.1      For grades 30 and above, the Human Resources Committee may
                  approve a discretionary pro-rata bonus if active employment
                  was terminated during the Plan year by death, disability,
                  retirement (age 55 with 10 or more years of service), or in
                  other special circumstances. For grades below 30, the Chief
                  Executive Officer or his designee may give this approval.

         9.2      Employees who have been on Leave of Absence are eligible to
                  participate in the Plan if their Operating Unit qualifies.
                  Employees who are on Leave of Absence at the time of bonus
                  payments are eligible to receive their award, if any, when
                  they return to active employment. If they do not return to
                  active employment within one year after the bonus payment
                  date, their payment is forfeited.

         9.3      The eligible earnings used in bonus calculations is base
                  salary paid to the employee without regard to deferrals and
                  excludes imputed income and previous bonuses. It also excludes
                  PTO sellback.



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         9.4      Eligibility for this Plan does not provide anyone a right to
                  continued employment.

10.      Administrative Matters

         10.1     The Plan is completely discretionary. No legal rights or
                  obligations are created by the Plan. Accordingly, the Company
                  may terminate the Plan or amend its provisions at any time,
                  and no interest is created that can be assigned, encumbered,
                  or transferred by an employee. No rights in any specific funds
                  or assets will exist by reason of this Plan.

         10.2     The Compensation Department administers the Plan and has full
                  power to adopt and enforce administrative rules and procedures
                  to make administrative interpretations.

         10.3     The Human Resources Committee has full power to decide
                  substantive issues, to make amendments to the Plan and to
                  terminate the Plan. The Human Resources Committee may adjust
                  any objectives or bonus points if it determines such
                  adjustment is necessary or appropriate. The Chief Executive
                  Officer also has certain discretion in this regard as
                  previously described in this Plan.

         10.4     Administrative amendments that do not involve significant
                  additional expense and that do not increase an officer's bonus
                  may be approved by the Company's Senior Vice President for
                  Human Resources. Amendments and decisions can be made as to
                  individuals or groups and there is no guarantee of uniform
                  application.

         10.5     No member of the Compensation Department or the Human
                  Resources Committee, nor any other person, including any
                  officer or employee, involved in administering this Plan or
                  making decisions concerning bonuses will have any personal
                  liability to any employee or to any other person by reason of
                  any decisions or actions taken under this Plan.

         10.6     Bonuses payable under this Plan will be paid by the
                  appropriate Company subsidiary that employs the eligible
                  employee. The Company may cause bonus liability to be
                  allocated among divisions or subsidiaries as it deems
                  appropriate in regard to transferred employees.



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