Exhibit 10(5)
AMENDMENT TO
PROMUS HOTEL CORPORATION SAVINGS AND RETIREMENT PLAN
Whereas, Promus Hotel Corporation (the "Company"), a Delaware corporation, finds
it necessary to amend the Promus Hotel Corporation Savings and Retirement Plan
(the "Plan") in order to clarify the meaning intended to be ascribed to certain
provisions of the Plan by the Board of Directors, pursuant to Section 11.1 of
the Plan, the Plan is hereby amended, effective as of June 30, 1995 as follows.
1. Section 2.27(f) of the Plan is hereby amended to read in its
entirety as follows:
(F) SPECIAL RULE FOR FORMER EMPLOYEES OF THE PROMUS COMPANIES
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INCORPORATED.
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(1) Notwithstanding any other provision of this Section
2.27, for purposes of Sections 2.49 and 2.50, with respect
to an Employee who was an employee of The Promus Companies
Incorporated or one of its affiliates (as defined in the
Predecessor Plan), including for purposes of this Section
2.27(f) Harrah's Entertainment, Inc. or any of its
subsidiaries, at any time prior to the Spin-Off Date and who
became an Employee of the Company or an Affiliate under
either of the circumstances described below, "Hour of
Service" shall include each "Hour of Service" credited to
such Employee under the Predecessor Plan through the date
determined in accordance with the following:
(A) any such employee who was employed by The Promus
Companies Incorporated or one of its affiliates (as
defined in the Predecessor Plan) on the day immediately
preceding the Spin-Off Date and who becomes employed by
the Company or any Affiliate on or after the Spin-Off
Date but prior to January 1, 1996, or who becomes
concurrently employed by The Promus Companies
Incorporated or one of its affiliates (as defined in the
Predecessor Plan) and the Company or an Affiliate as of
the Spin-Off Date, shall be credited with such "Hours of
Service" through the date of commencement of such
Employee's employment or concurrent employment with the
Company or Affiliate; or
(B) any such employee who becomes employed by the
Company or any Affiliate after December 31, 1995 but
within five years after the Spin-Off Date shall be
credited with such "Hours of Service" through the
Spin-Off Date only.
(2) Notwithstanding any other provision of this Section
2.27, for purposes of Section 2.49 and 2.50, with respect to
an Employee who (i) is a former employee of The Promus
Companies Incorporated or one of its affiliates (as defined
in the Predecessor Plan) participating in the Predecessor
Plan, (ii) was, on the Spin-Off Date, employed by The Promus
Companies Incorporated in a position in its Administrative
Systems Department or Computer Operations Department in a
capacity supporting the Human Resources and Financial
Computer Systems for the hotel business of The Promus
Companies Incorporated, (iii) terminates employment with The
Promus Companies Incorporated or one of its affiliates (as
defined in the Predecessor Plan) within thirty months
following the Spin-Off Date and (iv) within thirty days
following such termination is employed by the Company or one
of its Affiliates in a capacity substantially similar to the
capacity in which such employee was employed by The Promus
Companies Incorporated or one of its affiliates (as defined
in the Predecessor Plan), "Hour of Service" shall include,
in addition to each "Hour of Service" credited to such
employee during the period preceding and including the
Spin-Off Date, each "Hour of Service" credited to such
Employee under the Predecessor Plan during the period
following Spin-Off Date until the date of such termination
of employment, to the extent that such service is
determinable by the Company.
2. Section 4.9 of the Plan is hereby amended to read in its entirety
as follows:
4.9 ROLLOVER CONTRIBUTIONS.
(a) Any Eligible Employee, including an individual who has not
satisfied the service requirements of Article III, may, with
the approval of the Plan Administrator, contribute cash
amounts attributable to qualifying rollover distributions
within the meaning of Code Sections 402(a)(5), 403(a)(4), or
408(d)(3); provided, however, that if such amounts are not
contributed to the Plan in a direct transfer within the
meaning of Code Section 401(a)(31), such amounts shall be
contributed to the Plan within sixty days following the day
on which the Employee received the distribution from a
qualified trust, annuity plan, individual retirement account
or individual retirement annuity. Such amounts shall be
credited to the Employee Account 7 established for the
Employee. An Eligible Employee who has not yet satisfied the
service requirements of Article III shall be treated as a
Member solely with regard to his Employee Account 7.
(b) In the sole discretion of the Plan Administrator (exercised
in a nondiscriminatory manner), the Plan will accept the
direct transfer from the Predecessor Plan of an amount which
if paid to the Participant instead of the Plan would have
constituted a lump sum distribution within the meaning of
Code Section 402(e). Such a plan-to-plan transfer must be
for a person who has been admitted or readmitted to the Plan
and be received by the Trustee within two months after the
participant's admission or re-admission to the Plan. To the
extent possible as determined in the sole discretion of the
Plan Administrator, such amounts shall be credited to the
accounts of this Plan which are analogous to the accounts of
the Predecessor Plan in which such amounts were held
immediately prior to such transfer; otherwise, the
transferred amount shall be credited to the Participant's
Rollover Account. To the extent permitted by applicable law,
the provisions of this Section 4.9(b) shall also be
applicable to former employees of The Promus Companies
Incorporated or its Affiliates (i) who were participants in
the Predecessor Plan and (ii) who terminated their
employment with The Promus Companies Incorporated or its
Affiliates on or prior to the Spin-Off Date and (iii) whose
unvested account balances under the Predecessor Plan were
retained by the Predecessor Plan after the Spin-Off Date and
(iv) who became Eligible Employees under the Plan before
incurring five consecutive break years as defined in the
Predecessor Plan since termination of their employment with
The Promus Companies Incorporated.
3. Section 9.10 of the Plan is hereby amended to read in its
entirety as follows:
9.10 PLAN TO PLAN TRANSFER. Notwithstanding any provision of the Plan to
the contrary that would otherwise limit a distributee's election under this
Article IX, subject to the approval of the Plan Administrator in its sole
discretion (exercised in a nondiscriminatory manner) and at the time and in the
manner prescribed by the Plan Administrator, a Participant who is entitled to a
lump sum distribution within the meaning of Code Section 402(e) from the Plan
may elect instead to have the amount of such distribution transferred to the
Predecessor Plan if the Participant becomes employed by a participating employer
in the Predecessor Plan. If elected by the Participant and authorized by the
Plan Administrator, such a plan-to-plan transfer must be made to the recipient
plan by the Trustee within two months after the Participant's admission or
re-admission to the Predecessor Plan. To the extent permitted by applicable law,
the provisions of this Section 9.10 shall also be applicable to former employees
of The Promus Companies Incorporated (i) who were participants in the
Predecessor Plan and (ii) who terminated their employment with The Promus
Companies Incorporated or its affiliates prior to the Spin-Off Date and (iii)
whose unvested account balance under the Predecessor Plan were transferred to
the Plan on or after the Spin-Off Date
and (iv) who are reemployed by Harrah's Entertainment, Inc. or any of its
subsidiaries after the Spin-Off Date and based upon such reemployment are
Eligible Employees under the Predecessor Plan before incurring five consecutive
Break Years (as defined in the Predecessor Plan) since termination of their
employment with The Promus Companies Incorporated.
Executed this ____ day of _______________, 1996.
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Raymond E. Schultz
Chief Executive Officer