EX-10.2
Amendment dated July 18, 1996 to the
Harrah's Entertainment, Inc.
Executive Deferred Compensation Plan
Pursuant to approval by the Human Resources Committee of the Harrah's
Entertainment, Inc. Board of Directors, the following subparagraph 5.1(c) is
hereby added to Article V of the Executive Deferred Compensation Plan:
(c) Notwithstanding any other provision of the Plan, at any
time after July 18, 1996, any Participant or
Beneficiary will be entitled to receive, upon written
request signed by the Participant or Beneficiary and
delivered to the Company's Corporate Compensation
Department, a lump sum distribution equal to 90% of all
or a specified percentage or amount, as designated by
the Participant or Beneficiary, of the Participant's or
Beneficiary's vested Account balance as of the
Determination Date immediately preceding the date on
which the Corporate Compensation Department receives
the written request; provided that the second request
for any such withdrawal must designate the entire
vested Account Balance for withdrawal and the Notice
Date for such second request must be at least one year
after the first Notice Date. The date the Corporate
Compensation Department receives a written request for
such withdrawal is referred to as a "Notice Date". The
amount payable under this subsection (c) will be paid
in a lump sum subject to any applicable withholding
taxes within sixty (60) days following the Notice Date.
The remaining 10% of the amount designated for
distribution will be forfeited to the Company by the
Participant or Beneficiary and the Participant or
Beneficiary will have no rights whatsoever thereto.
The request for the distribution and the 10% forfeiture
will become irrevocable on the tenth day after the
Notice Date for the distribution. Notwithstanding any
deferral elections, such Participant will not be
eligible for any deferrals under the Plan for a one
year period starting with the first payroll date that
is administratively feasible for ceasing deferrals that
occurs after a Notice Date. In addition, any deferrals
that may have occurred after the Determination Date
immediately preceding a Notice Date and before such
cessation of deferrals will be reversed and sent to the
Participant as soon as practicable without interest and
subject to applicable withholding taxes. The vested
Account balance of such a Participant or Beneficiary
will be determined as follows:
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(1) For a director Participant, the vested Account
balance is the Retirement Account balance.
(2) If the Participant is a current employee and would be
eligible for or otherwise entitled to his or her
Retirement Account balance if he or she terminated
employment on the Notice Date for the distribution,
the vested Account balance is the Retirement Account
balance. Otherwise, it will be the Termination
Account balance.
(3) If the Participant has terminated service or with
respect to a Beneficiary, the vested Account balance
is either the Retirement Account balance or the
Termination Account balance, as the case may be,
which the Participant or Beneficiary was vested in
and eligible for as of the Notice Date for the
distribution.
IN WITNESS WHEREOF, this Amendment has been executed as of this 18th
day of July, 1996.
Harrah's Entertainment, Inc.
By: NEIL F. BARNHART
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Title: VICE PRESIDENT
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