8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 28, 2008
Date of Report (Date of earliest event reported)

Harrah’s Entertainment, Inc.
(Exact name of registrant as specified in its charter)
Delaware	001-10410	62-1411755
(State of Incorporation)	(Commission File Number)	(IRS Employer
		Identification Number)
One Caesars Palace Drive
Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)
(702) 407-6000
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

INTRODUCTORY NOTE

     On January 28, 2008, Harrah’s Entertainment, Inc. (“Harrah’s”) announced the completion of its merger (the “Merger”) with Hamlet Merger Inc., a Delaware corporation (“Merger Sub”). The Merger was completed pursuant to the Agreement and Plan of Merger, dated as of December 19, 2006 (the “Merger Agreement”), by and among Hamlet Holdings LLC, a Delaware limited liability company (“Hamlet Holdings”), Merger Sub and Harrah’s. As a result of the Merger, the issued and outstanding shares of non-voting common stock and the non-voting preferred stock (together, the “Non-Voting Stock”) of Harrah’s are owned by entities affiliated with Apollo Management, L.P. and TPG Capital, L.P. (collectively, the “Sponsors”) and certain co-investors and members of management and the issued and outstanding shares of voting common stock of Harrah’s are owned by Hamlet Holdings LLC, which is controlled by certain individuals affiliated with the Sponsors. Unless otherwise noted or indicated by the context, in this current report on Form 8-K, the terms “Harrah’s,” “Company,” “we,” “us,” and “our” refer to Harrah’s Entertainment, Inc.

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

1.    Senior Secured Credit Facilities

      Overview

      On January 28, 2008, in connection with the Merger, Harrah’s Operating Company, Inc., a wholly owned subsidiary of the Company (“Harrah’s Operating”), entered into a credit agreement, and related security and other agreements, with Bank of America, N.A., as Administrative Agent and Collateral Agent, Deutsche Bank AG New York Branch, as Syndication Agent, and Citibank, N.A., Credit Suisse, Cayman Islands Branch, JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Credit Partners L.P., Morgan Stanley Senior Funding, Inc., and Bear Stearns Corporate Lending, Inc., as Co-Documentation Agents, that provides senior secured financing of $9,250 million (which may be increased by up to $1,750 million in certain circumstances), consisting of:

     (a) a $7,250 million in term loan facility maturing on January 28, 2015, consisting of three tranches, all of which was borrowed for the purpose of refinancing existing senior debt; and

     (b) a $2,000 million revolving credit facility available in dollars and certain alternative currencies maturing on January 28, 2014, none of which was borrowed as of January 28, 2008.

     Harrah’s Operating is the borrower under the senior secured credit facilities. The revolving credit facility includes borrowing capacity available for letters of credit and for short-term borrowings referred to as swingline loans.

     Interest Rate and Fees

     Borrowings under the senior secured credit facilities bear interest at a rate equal to, at the option of Harrah’s Operating, either (a) a LIBOR rate determined by reference to the costs of

funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs (the “Eurocurrency Rate”) or (b) a base rate determined by reference to the higher of (i) the federal funds rate plus 0.50% and (ii) the prime rate of Bank of America in each case plus an applicable margin. The initial applicable margin for borrowings is (A) 3.00% with respect to Eurocurrency borrowings and 2.00% with respect to base rate borrowings under the revolving credit facility and the term loan facility and (B) 1.50% with respect to swingline loans. The applicable margins for borrowings under the senior credit facilities may be reduced if Harrah’s Operating and its subsidiaries on a consolidated basis attain certain leverage ratios.

     In addition to paying interest on outstanding principal under the senior secured credit facilities, Harrah’s Operating is required to pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder. The commitment fee rate is initially 0.50% per annum and may be reduced if Harrah’s Operating and its subsidiaries on a consolidated basis attain certain leverage ratios. Harrah’s Operating is also required to pay letter of credit fees computed at a rate equal to 1/8 of 1% per annum of the dollar equivalent of the daily stated amount of the letter of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges.

     Prepayments

     The senior secured credit facilities require Harrah’s Operating to prepay outstanding term loans, subject to certain exceptions, with:

· 50% (which percentage will be reduced to 25% if Harrah’s Operating’s consolidated first lien net senior secured leverage ratio is 2.75x or less but greater than 2.50x and to 0% if Harrah’s Operating’s consolidated first lien net senior secured leverage ratio is 2.50x or less) of Harrah’s Operating’s annual excess cash flow, as defined;

· 100% (which percentage will be reduced to 0% if Harrah’s Operating’s consolidated first lien net senior secured leverage ratio is 2.50x or less) of the net cash proceeds of all nonordinary-course asset sales, other dispositions of property or certain casualty events, in each case subject to certain exceptions and provided that Harrah’s Operating may reinvest or commit to reinvest those proceeds in assets to be used in its business, or commit to make certain other permitted investments, within 15 months; and

     · 100% of the net cash proceeds of any issuance or incurrence of debt, other than proceeds from debt permitted 
under the senior secured credit facilities.

     The foregoing mandatory prepayments will be applied among the term loan facilities in a manner determined at the discretion of Harrah’s Operating and specified to the Administrative Agent. A prepayment premium may be applicable if any portion of tranche B-3 of the term loan facilities is prepaid before the third anniversary of the closing of the senior secured credit facilities.

     Harrah’s Operating may voluntarily repay outstanding loans under the senior secured credit facilities at any time, subject to certain prepayment premia that may be applicable to

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tranche B-2 and tranche B-3 of the term loan facilities under certain circumstances and customary “breakage” costs with respect to Eurocurrency rate loans.

     Amortization

     Harrah’s Operating is required to repay the loans under the term loan facilities in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount of the term loan facilities, with the balance payable on January 28, 2015.

     Principal amounts outstanding under the revolving credit facility are due and payable in full at maturity, on January 28, 2014.

     Guarantees and Security

     All obligations under the senior secured credit facilities and under any interest rate protection or other hedging and cash management arrangements entered into with a lender or any of its affiliates are unconditionally guaranteed by the Company.

     All obligations under the senior secured credit facilities and under any interest rate protection or other hedging and cash management arrangements entered into with a lender or any of its affiliates are secured by the following assets of the Company, Harrah’s Operating and each of Harrah’s Operating’s existing and subsequently acquired or organized direct and indirect wholly owned domestic subsidiaries (the “Subsidiary Pledgors”), subject to permitted liens and other exceptions:

     (a) a first priority lien on the capital stock of Harrah’s Operating owned by the Company and the capital stock owned by Harrah’s Operating or by any Subsidiary Pledgor in each of their respective first tier subsidiaries (limited, in the case of foreign subsidiaries, to 65% of the voting stock of such subsidiaries); and

     (b) a first priority lien on substantially all present and future assets of Harrah’s Operating and the Subsidiary Pledgors (subject to certain exceptions).

     Certain Covenants and Events of Default

     The senior secured credit facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, the ability of Harrah’s Operating and restricted subsidiaries of Harrah’s Operating to:

     · create liens;

     · make investments, loans or advances;

     · incur additional indebtedness;

     · engage in mergers or consolidations;

     · sell or transfer assets;

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· pay dividends and distributions or repurchase its own capital stock;

· engage in certain transactions with affiliates;

· enter into agreements to limit the ability of any restricted subsidiary to make dividends or other distributions to Harrah’s Operating or certain other subsidiaries or the ability of Harrah’s Operating and its restricted subsidiaries to create liens on its property for the benefit of the lenders of the senior secured credit facilities;

· prepay certain indebtedness, subject to exceptions for repayments of certain existing retained indebtedness maturing prior to the term facility of the senior secured credit facilities, or to amend certain material agreements governing subordinated indebtedness;

     · use proceeds of the senior secured credit facilities for purposes other than those agreed in the credit 
agreement governing such senior secured credit facilities; and

     · engage in certain lines of business.

     In addition, the senior secured credit facilities require Harrah’s Operating to maintain a maximum consolidated first lien net senior secured leverage ratio not exceeding certain agreed levels starting with the fiscal quarter ending September 30, 2008. The senior secured credit facilities also contain certain customary affirmative covenants and events of default, including without limitation, nonpayment of principal, interest or other amounts, violation of covenants, incorrectness of representations and warranties in any material respect, cross default and cross acceleration to material indebtedness, bankruptcy, judgments, events under the Employee Retirement Income Security Act of 1974, as amended, license revocations, failure of any material guaranty or security document supporting the senior secured credit facilities to be in full force or effect, and upon a change of control (as defined in any of the documents governing the senior secured credit facilities, certain notes that Harrah’s Operating may thereafter issue or the senior unsecured interim facilities of Harrah’s Operating described elsewhere in this Form 8-K) the occurrence of which would allow the lenders of the senior secured credit facilities to accelerate all outstanding loans and terminate their commitments. Certain of these events of default allow for certain grace periods, materiality limitations and equity cure.

     Certain Relationships

     The lenders and their affiliates have in the past engaged, and may in the future engage, in transactions with and perform services, including commercial banking, financial advisory and investment banking services, for the Company and its affiliates in the ordinary course of business for which they have received or will receive customary fees and expenses. Affiliates of one or more of the lenders acted as lenders and/or agents under, and as consideration therefore received customary fees and expenses in connection with, the senior secured credit facilities. In connection with the Merger, each of the joint bookrunners provided financial advisory services to, and received financial advisory fees from, the Sponsors and their affiliates. Affiliates of the joint bookrunners acted as lenders and joint bookrunners under the Interim Loan Agreement (as defined below) and participated in other financing aspects relating to the Merger (including, in

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the case of Citibank, N.A., as dealer managers for the tender offers for certain indebtedness of the Company and Harrah’s Operating in connection with the Merger).

2.  Senior Unsecured Interim Loan Agreement

     General

     On January 28, 2008, in connection with the Merger, Harrah’s Operating entered into a $6,775 million senior unsecured interim loan agreement with Citibank, N.A., as administrative agent, and the lenders party thereto (the “Interim Loan Agreement”) providing for:

     (a) $5,275 million of senior unsecured cash pay interim loans with an initial term of one year; and

     (b) $1,500 million of senior unsecured toggle interim loans with an initial term of one year.

     If any borrowings under the Interim Loan Agreement remain outstanding after the first anniversary (the “Rollover Date”) of the closing of the Interim Loan Agreement, the lenders of the senior unsecured cash pay interim loans and the lenders of the senior unsecured toggle interim loans will each have the option at any time and from time to time to exchange such senior unsecured cash pay interim loans for the senior unsecured cash pay notes (the “Senior Cash Pay Exchange Notes”) or such senior unsecured interim toggle loans for senior unsecured toggle notes (the “Senior Toggle Exchange Notes”), respectively, which Harrah’s Operating will issue under a senior unsecured notes indenture. On the Rollover Date, the maturity date of any senior unsecured cash p ay interim loans that have not been exchanged for notes will automatically be extended to the eighth anniversary of the closing of the Interim Loan Agreement and the maturity date of any senior unsecured toggle interim loans that have not been exchanged for notes will automatically be extended to the tenth anniversary of the closing of the Interim Loan Agreement. The Senior Cash Pay Exchange Notes mature contemporaneously with the senior unsecured cash pay interim loans and the Senior Toggle Exchange Notes mature contemporaneously with the senior unsecured toggle interim loans. Holders of the notes described above will have registration rights.

     Interest Rates

     Subject to specific caps, borrowings under the Interim Loan Agreement for the first six-month period from the closing of the Interim Loan Agreement bear interest at a rate equal to the greater of (a) 9.25% and (b) either (i) a base rate (an “ABR”) plus a margin of 275 basis points or (ii) a Eurocurrency Rate plus a margin of 375 basis points. Interest for the three-month period commencing at the end of the initial six-month period, subject to specified caps, shall be payable at the greater of (A) 9.25% and (B) the then-prevailing ABR or Eurocurrency Rate plus (1) the initial margin plus (2) 50 basis points. Thereafter, subject to specified caps, interest will be increased by an additional 50 basis points at the beginning of each three-month period subsequent to the initial nine-month period, for so long as the senior unsecured interim loans are outstanding. Interest on the senior unse cured toggle interim loans and Senior Toggle Exchange Notes is payable in cash or, at the election of Harrah’s Operating, by the addition of such interest to outstanding principal (or the issuance of additional notes in the case of the Senior Toggle

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Exchange Notes). Any interest paid on the senior unsecured toggle interim loans or Senior Toggle Exchange Notes in the form of additional principal or notes will be increased by 75 basis points. If issued, the interest rate on the senior unsecured exchange notes will be fixed at the then-existing interest rate borne by the senior interim loans for which such notes were exchanged.

     Prepayments and Redemptions

     Until the Rollover Date, Harrah’s Operating is required to prepay outstanding senior unsecured interim loans with the net proceeds of refinancing debt, including from an offering of senior cash pay notes and/or senior toggle notes issued after the date hereof. Harrah’s Operating is required to make an offer to repay loans under the Interim Loan Agreement and, following the Rollover Date, repurchase any senior unsecured exchange notes, with net proceeds from specified asset sales, subject to Harrah’s Operating’s obligations under its senior secured credit facilities described above and certain reinvestment rights. In addition, upon the occurrence of a change of control, after any payments required to repay the senior secured credit facilities described above, Harrah’s Operating is required to repay loans (prior to the Rollover Date) and, after the Rollover Date, make an offer to repay loans and, if issued, to repurchase the senior exchange notes. Harrah’s Operating may voluntarily repay outstanding loans under the Interim Loan Agreement, in whole or in part, at its option at any time upon three-business-days’ prior notice, at par plus accrued and unpaid interest and subject to, in the case of loans based on Eurocurrency interest rates, customary “breakage” costs with respect to such Eurocurrency loans.

     Any senior unsecured exchange notes will be callable at a specified premium at any time after February 1, 2012, in the case of Senior Cash Pay Exchange Notes and at any time after February 1, 2013, in the case of Senior Toggle Exchange Notes. Such senior unsecured exchange notes will also be subject to equity clawback and make-whole redemption provisions. In the case of any Senior Cash Pay Exchange Note, the premium will decline ratably on each yearly anniversary of February 1, 2012 to zero on February 1, 2014 and thereafter. In the case of any Senior Toggle Exchange Note, the premium will decline ratably on each yearly anniversary of February 1, 2013 to zero on February 1, 2016 and thereafter.

     Guarantees

     All obligations under the Interim Loan Agreement are and, if the senior unsecured exchange notes are issued, the indenture governing such notes will be, jointly and severally guaranteed on a senior basis by Harrah’s Entertainment and each of the direct or indirect wholly owned domestic subsidiaries of Harrah’s Operating that pledges its assets to secure obligations under the senior secured credit facilities described above.

     Certain Covenants and Events of Default

     The Interim Loan Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, the ability of Harrah’s Operating and its restricted subsidiaries to, among other things:

    · incur additional debt or issue certain preferred shares;

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     · pay dividends on or make distributions in respect of our capital stock or make other restricted payments;

     · make certain investments;

· sell certain assets;

     · create liens on certain assets to secure debt;

     · consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

· enter into certain transactions with our affiliates; and

· designate our subsidiaries as unrestricted subsidiaries.

     The Interim Loan Agreement also contains certain customary affirmative covenants and certain customary events of default, including, without limitation, a failure to pay principal, interest or other amounts, violation of covenants, including the obligation to issue senior exchange notes, cross-acceleration, the entry of a material judgment, bankruptcy or insolvency events or the invalidity of a guarantee. The events of default may allow for certain grace periods and materiality limitations.

3.  Entry into Secured Real Estate Loans

     On January 28, 2008, each of Harrah’s Las Vegas Propco, LLC, Harrah’s Atlantic City Propco, LLC, Tahoe Propco, LLC, Rio Propco, LLC, Flamingo Las Vegas Propco, LLC, and Showboat Atlantic City Propco, LLC, and certain of their direct and indirect parent companies named as borrowers therein (collectively, the “CMBS Borrowers”), each a wholly owned indirect subsidiary of Harrah’s, entered into a mortgage or mezzanine loan agreement (each such agreement, a “CMBS Loan Agreement”) with JPMorgan Chase Bank, N.A. (the “CMBS Lender”), pursuant to which the CMBS Lender loaned the CMBS Borrowers an aggregate amount of $6,500 million (collectively, the “CMBS Loans& #148;). The CMBS Loans are secured by the direct and indirect interests of the CMBS Borrowers in certain real property and related operating assets located in the United States (Harrah’s Las Vegas, Rio and Flamingo Las Vegas in Las Vegas, Nevada; Harrah’s Atlantic City and Showboat Atlantic City in Atlantic City, New Jersey; and Harrah’s Lake Tahoe, Harveys Lake Tahoe and Bill’s Lake Tahoe in Lake Tahoe, Nevada). The CMBS Loans have a weighted average interest rate of LIBOR plus 3.00%, subject to increase under certain circumstances specified therein, and each of the CMBS Loan Agreements has a five-year term. The real property owned by the CMBS Borrowers is leased to certain operating subsidiaries of Harrah’s (the “Operating Companies”) pursuant to agreements of lease entered into on January 28, 2008. Harrah’s has agreed to guarantee the obligations of the Operating Companies under these leases. In addition, Harrah ’s also provided guarantees to the CMBS Lender in respect of certain customary recourse carve-outs and other contingencies, including with respect to environmental matters and in lieu of periodic deposits into a reserve account for the maintenance of furniture, fixtures and equipment located on the real property.

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     The CMBS Loan Agreements contain covenants, including, among other things, restrictions on the ability of the CMBS Borrowers to incur additional indebtedness, create or permit liens on assets or engage in mergers or consolidations. In addition, these covenants restrict certain transfers of, and the creation of liens on, direct or indirect interests in the CMBS Borrowers except in specified circumstances.

     Also, the CMBS Borrowers have agreed to use their reasonable best efforts to swap certain assets securing the CMBS Loans, Harrah’s Lake Tahoe, Harveys Lake Tahoe, Bill’s Lake Tahoe and Showboat Atlantic City and their related operating assets, for certain assets owned by Harrah's Operating, or its subsidiaries, Paris Las Vegas and Harrah’s Laughlin and their related operating assets. If the swap is consummated, the entities that own and operate Harrah’s Lake Tahoe, Harveys Lake Tahoe, Bill’s Lake Tahoe and Showboat Atlantic City will become subsidiaries of Harrah’s Operating, and therefore subject to the Senior Secured Credit Facilities and the Senior Unsecured Interim Loan Agreement described above.

4.   Stockholders’ Agreement

     On January 28, 2008, the Company, the Sponsors, certain affiliates of the Sponsors and certain co-investment entities entered into a stockholders’ agreement (the “Stockholders’ Agreement”). The Stockholders’ Agreement contains agreements among the parties with respect to certain governance matters, including the election of the directors of the Company, restrictions on the issuance or transfer of shares (including tag-along and drag-along rights), registration rights with respect to the equity securities of the Company in the event of a future registered public offering of equity securities of the Company and certain customary indemnification and contribution provisions.

5.   Sponsors Services Agreement

     On January 28, 2008, in connection with the Merger, the Company and the Sponsors entered into a Services Agreement (the “Services Agreement”) relating to the provision of certain financial and strategic advisory services and consulting services. Under the Services Agreement, the Company paid the Sponsors, at the closing of the Merger, a one-time transaction fee of $200 million for structuring the Merger, and will pay an annual fee for  the Sponsors' management services and advice equal to the greater of $30 million and 1% of the Company’s earnings before interest, taxes, depreciation and amortization. Also, under the Services Agreement, the Sponsors have the right to act, in return for additional fees based on a percentage of the gross transaction value, as the Company’s financial advisor or investment banker for any merger, acquisition, disposition, financing or similar transaction if the Company decides it needs to engage someone to fill such a role. The Services Agreement includes customary exculpation and indemnification provisions in favor of  the Sponsors and their affiliates.

6.   Management Investor Rights Agreement

     The Non-Voting Stock held by employees of the Company and their permitted transferees (the “management stockholders”) are subject to a Management Investor Rights Agreement (the “MIRA”) that governs certain aspects of the Company’s relationship with its management stockholders. Among other things, the MIRA:

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     · restricts the ability of management stockholders to transfer shares of Non-Voting Stock, 
with certain exceptions, prior to a qualified public offering;

· allows the Company’s controlling stockholders to require management stockholders to participate in sale transactions in which the controlling stockholders sell more than 40% of their shares of Non-Voting Stock;

     · allows management stockholders to participate in sale transactions in which the controlling stockholders 
sell shares of Non-Voting Stock, subject to certain exceptions;

· allows management stockholders below the level of senior vice president to require the Company to repurchase shares of Non-Voting Stock acquired pursuant to the investment program in the event  that such employee experiences an economic hardship prior to an initial public offering, subject to annual limits on the Company’s repurchase obligations;

· provides preemptive rights to a select group of management stockholders;

· allows management stockholders to require the Company to repurchase shares of Non-Voting Stock acquired pursuant to the Investment Program upon termination of employment without cause or for good reason; and

· allows the Company to repurchase, subject to applicable laws, all or any portion of the Company’s Non-Voting Stock held by management stockholders upon the termination of their employment with the Company or its affiliates, in certain circumstances.

     In general, the key provisions of the MIRA will terminate upon the occurrence of a qualified initial public offering of the Company’s common stock.

7.  Employment Arrangements

     The information set forth in Sections 3 and 4 of Item 5.02 of this Current Report on Form 8-K are incorporated by reference into this Item 5.02.

Item 1.02 Termination of Material Definitive Agreement

1.  Third Amended and Restated Credit Agreement

     On January 28, 2008, pursuant to the completion of the Merger, the Company terminated the Third Amended and Restated Credit Agreement dated April 25, 2006, as amended September 29, 2006 (the “Credit Agreement”), among the Company, as Guarantor, Harrah’s Operating Company, Inc., and each of the Restricted Subsidiaries that was a borrower pursuant to the Credit Agreement, as Borrowers, Bank of America, N.A., and each other lender party to the Credit Agreement, as Lenders, Deutsche Bank Trust Company Americas, as Syndication Agent, Citicorp USA, Inc., JPMorgan Chase Bank, Wells Fargo Bank, N.A. and The Royal Bank of

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Scotland, PLC as Co-Documentation Agents and Bank of America, N.A. as Administrative Agent.

     The Credit Agreement provided for up to $5.0 billion in borrowings, maturing on April 25, 2011, and bore interest based on the Company’s debt rating and leverage ratio. As of January 28, 2008, the aggregate outstanding principal amount of loans under the Credit Agreement was $4,670,800,000. Early termination of the Credit Agreement did not trigger any early termination fees, and required repayment of $4,675,402,567 in respect of principal, accrued interest and other fees.

2.   Additional Credit Agreement

     On January 28, 2008, pursuant to the completion of the Merger, the Company terminated the Additional Credit Agreement dated February 14, 2007 (the “Additional Credit Agreement”), among the Company, as Guarantor, Harrah’s Operating Company, Inc., and each of the Restricted Subsidiaries that was a borrower pursuant to the Additional Credit Agreement, as Borrowers, each lender party to the Additional Credit Agreement, as Lenders, Citigroup Global Markets, Inc., Credit Suisse, Caymans Islands Branch, JPMorgan Chase Bank, N.A. and Merrill Lynch Pierce Fenner & Smith Incorporated, as Co-Documentation Agents, Deutsche Bank AG New York Branch, as Syndication Agent, Bank of America, N.A., as Administrative Agent and Banc of America Securities LLC and Deutsche Bank Securities Inc. as Joint Lead Arrangers and Joint Book Managers.

     The Additional Credit Agreement provided for a term loan of $1.125 billion and revolving advances of $1.125 billion, for an aggregate principal amount of $2.25 billion, maturing on February 14, 2010. As of January 28, 2008, the aggregate outstanding principal amount of loans under the Additional Credit Agreement was $1,125,000,000. Early termination of the Credit Agreement did not trigger any early termination fees, and required repayment of $1,126,252,588 in respect of principal, accrued interest and other fees.

3.   Issuer and Paying Agency Agreement and Commercial Paper Dealer Agreements

     On January 28, 2008, pursuant to the completion of the Merger, the Company terminated the Issuing and Paying Agent Agreement dated May 19, 2000 (the “Paying Agent Agreement”), between the Company, as Guarantor, Harrah’s Operating Company, Inc., as Issuer, and Bank One, National Association, as issuing and paying agent, the Commercial Paper Dealer Agreement dated May 3, 2000 (the “Credit Suisse Dealer Agreement”), among the Company, as Guarantor, Harrah’s Operating Company, Inc., as Issuer and Credit Suisse First Boston Corporation, as Dealer and the Commercial Paper Dealer Agreement dated May 3, 2000 (the “Banc of America Dealer Agreement,” and, together with the Credit Suisse Dealer Agreement, the “Dealer Agreement s”), among the Company, as Guarantor, Harrah’s Operating Company, Inc., as Issuer and Banc of America Securities LLC, as Dealer. The Paying Agent Agreement and the Dealer Agreements provided for the issuance and sale by the Issuer of short-term commercial paper promissory notes through the Dealers; as of January 28, 2008, there were no outstanding borrowings under the Paying Agent Agreement and the Dealer Agreements.

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4.   Termination of Equity Incentive Plans

     On January 28, 2008, the Company’s equity incentive plans were terminated.

Section 2 – Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

     The information set forth above under the heading “Introductory Note” of this Form 8-K is incorporated herein by reference. On January 28, 2008, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation

     The information set forth in Sections 1, 2 and 3 under Item 1.01 above is incorporated by reference to this Item 2.03.

Section 3 – Securities and Trading Markets

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

     On January 28, 2008, pursuant to the terms of the Merger Agreement, Hamlet Holdings completed the acquisition of the Company through the merger of Merger Sub with and into the Company. As a result of the Merger, the issued and outstanding shares of Non-Voting Stock of Harrah’s are owned by entities affiliated with the Sponsors (together with certain co-investors and members of management) and the voting stock of Harrah’s is owned by Hamlet Holdings LLC, which is controlled by individuals affiliated with the Sponsors.

     In connection with the closing of the Merger, the Company notified the New York Stock Exchange, the Chicago Stock Exchange and the Philadelphia Stock Exchange that, effective as of January 28, 2008, each of its shares of common stock (“Common Stock”) would be canceled and converted into the right to receive $90.00, without interest. Accordingly, the Company requested that the Company’s Common Stock be delisted and cease to trade at the close of business on January 28, 2008 and that the New York Stock Exchange, the Chicago Stock Exchange and the Philadelphia Stock Exchange, respectively, submit to the U.S. Securities and Exchange Commission the Notifications of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended, on Form 25 to report that the Common Stock is no longer listed on the New York Stock Exchange, the Chicago Sto ck Exchange and the Philadelphia Stock Exchange, respectively.

     The New York Stock Exchange filed a Form 25 on January 29, 2008.

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Item 3.03 Material Modification to Rights of Security Holders

     In the Merger, all shares of Common Stock, other than any dissenting shares, shares held by Hamlet Holdings, Merger Sub, Harrah’s or any of their respective subsidiaries and treasury shares, were cancelled and converted into the right to receive $90.00 per share, without interest and less any required withholding taxes.

Section 5 – Corporate Governance and Management

Item 5.01 Changes in Control of Registrant

     On January 28, 2008, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into Harrah’s, with Harrah’s being the surviving corporation in the Merger. In the Merger, all Common Stock, other than any dissenting shares, shares held by Hamlet Holdings, Merger Sub, Harrah’s or any of their respective subsidiaries and treasury shares, were cancelled and converted into the right to receive $90.00 per share, without interest and less any required withholding taxes. As a result of the Merger, the issued and outstanding shares of Non-Voting Stock of Harrah’s are owned by entities affiliated with the Sponsors (together with certain co-investors and members of management) and the voting stock of Harrah’s is owned by Hamlet Holdings LLC, which is controlled by individuals affiliated with the Sponsors. The aggregate purchase price paid for all of the equity securities of the Company was approximately $17.248 -bil lion, which purchase price was funded by equity financing from Parent and Merger Sub and certain members of management and by the new credit facilities and loans described in Item 1.01 above.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

1.  Departure of Directors or Principal Officers

     In connection with the Merger, each of Barbara T. Alexander, Charles L. Atwood, Frank J. Biondi, Jr., Stephen F. Bollenbach, Ralph Horn, R. Brad Martin, Gary G. Michael, Robert G. Miller, Boake A. Sells and Christopher J. Williams voluntarily resigned from the board of directors of Harrah’s effective January 28, 2008.

2.   Election of Directors; Committees

     As a result of the Merger, eight new directors became members of Harrah’s board of directors: Jeffrey Benjamin, David Bonderman, Anthony Civale, Jonathan Coslet, Kelvin Davis, Karl Peterson, Eric Press and Marc Rowan. Gary W. Loveman remains a director and chairman of the board of Harrah’s. Messrs. Davis, Loveman and Rowan were appointed to serve on the Executive Committee.

     As a result of their respective positions with the Sponsors, one or more of the directors may be deemed to have an indirect material interest in the Services Agreement, which was entered into by the Company on January 28, 2008, and the information set forth in Section 4 of Item 1.01 of this Current Report on Form 8-K is incorporated by reference to this Item 5.02.

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3.   Gary W. Loveman Employment Agreement

     On January 28, 2008, the Company entered into an employment agreement (the “Employment Agreement”) with Gary W. Loveman (“Executive”),with a term of five years, subject to automatic renewal. The Employment Agreement supersedes any pre-existing employment and severance agreements between the Company and Executive. The material terms of the Employment Agreement are set forth below:

     Compensation and Benefits

     Pursuant to the Employment Agreement, Executive will continue as Chief Executive Officer and President of the Company at his current base salary of $2,000,000 per year, with a target bonus opportunity equal to 150% of his base salary. The Company will also provide Executive with continued perquisites similar to those it currently provides him, including use of Company and charter aircraft for security purposes, security arrangements and accommodations in Las Vegas, Nevada, while Executive is in Las Vegas performing his normal duties. .

     Equity Matters

     The Company intends to establish a stock option plan with respect to shares of non-voting common stock of the Company equal to a minimum of 8.64% of the fully diluted shares of non-voting common stock of the Company immediately after consummation of the Merger, and Executive shall be entitled to awards under the plan.

         Termination without Cause or for Good Reason

     Upon a termination without Cause by the Company or by Executive for Good Reason (as defined in the agreement) prior to a change in control of the Company, Executive will be entitled to a cash severance payment in an amount equal to two times the sum of his then-current base salary and target bonus, payable during the 24-month period following such termination.

     Upon a termination without Cause (as defined in the agreement) by the Company or by Executive for Good Reason in connection with or following a change in control of the Company, Executive will be entitled to a cash severance payment in an amount equal to three times the sum of his then-current base salary and target bonus, payable in a lump sum.

     Restrictive Covenants

     Executive has agreed not to (i) compete with the Company, (ii) solicit or hire certain Company employees or (iii) communicate with employees, customers or suppliers of the Company in a manner that is detrimental to the Company during the term of the Employment Agreement and during the two-year period following the termination of Executive’s

- 13 -

employment. In addition, Executive is subject to ongoing confidentiality obligations with respect to Company matters.

4.   Gary W. Loveman Stock Option Rollover Agreement

     On January 27, 2008, Mr. Loveman and the Company entered into a stock option rollover agreement (the “Rollover Agreement”) that provides for the conversion of options to purchase shares of the Company prior to the Merger into options to purchase shares of the Company following the Merger (the “Rollover Option”) with such conversion preserving the intrinsic “spread value” of the converted option. The Rollover Option is immediately exercisable with respect to 133,333 shares of non-voting common stock of the Company at an exercise price of $25.00 per share. The Rollover Option expires on June 17, 2012.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

     In connection with the consummation of the Merger, the Company’s certificate of incorporation and by-laws were amended, effective as of the effective time of the Merger, and a certificate of designation for non-voting perpetual preferred stock was adopted. Copies of the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-laws of the Company and the Certificate of Designation for Non-Voting Perpetual Preferred Stock are attached hereto as Exhibits 3.1, 3.2 and 3.3 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

           (d)  Exhibits.

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of Harrah’s Entertainment, Inc.
3.2	Amended and Restated By-laws of Harrah’s Entertainment, Inc.
3.3	Certificate of Designation for Non-Voting Perpetual Preferred Stock
99.1	Press Release Announcing the Completion of the Merger, issued January 28, 2008

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HARRAH’S ENTERTAINMENT, INC.
Date: January 31, 2008	By: /s/ Michael D. Cohen
	Michael D. Cohen
	Vice President, Associate General Counsel
	and Corporate Secretary

	EXHIBIT INDEX
Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of Harrah’s Entertainment, Inc.
3.2	Amended and Restated By-laws of Harrah’s Entertainment, Inc.
3.3	Certificate of Designation for Non-Voting Perpetual Preferred Stock
99.1	Press Release Announcing Completion of the Merger, issued January 28, 2008

EX-3.1

EXHIBIT 3.1

AMENDED

CERTIFICATE OF INCORPORATION

OF

HARRAH’S ENTERTAINMENT, INC.

ARTICLE I.
NAME OF THE CORPORATION

     The name of the corporation (the “Corporation”) is: Harrah’s Entertainment, Inc.

ARTICLE II.
REGISTERED OFFICE; REGISTERED AGENT

     The address of the registered office of the Corporation in the State of Delaware is: 2711 Centerville Road, Suite 400, Wilmington, New Castle County, DE 19808. The name of the registered agent of the Corporation at such address is Corporation Service Company.

ARTICLE III.
PURPOSE

     The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

     ARTICLE IV.
CAPITAL STOCK

     Section 4.1. Authorized Shares. The total number of shares of stock which the Corporation shall have authority to issue is (a) 120,000,020 shares of stock, consisting of 20 shares of Voting Common Stock, par value $.01 per share (the “Voting Common Stock”), and 80,000,000 shares of Non-Voting Common Stock, par value $.01 per share (the “Non-Voting Common Stock” and, together with the Voting Common Stock, the “Common Stock”) and (b) 40,000,000 shares of Preferred Stock, par value $.01 per share (the “Preferred Stock”).

     Section 4.2. Preferred Stock. The Board of Directors is expressly authorized to provide for the issuance of all or any shares of the Preferred Stock in one or more classes or series, to fix the number of shares constituting such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding) and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such distinctive designations, powers, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series including, without limitation, the authority to

provide that any such class or series may be (a) subject to redemption at such time or times and at such price or prices; (b) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (c) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; or (d) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments, all as may be stated in such resolution or resolutions. Notwithstanding the foregoing, the rights of each holder of Preferred Stock shall be subject at all times to compliance with all gaming and other statutes, laws, rules and reg ulations applicable to the Corporation and such holder at that time.

     Section 4.3. Common Stock.

     (a) Economic Interest. Except as provided in this Section 4.3, the Voting Common Stock shall have no economic rights or privileges, including rights in liquidation.

     (b) Dividends. The holders of Voting Common Stock shall have no right to receive dividends or any other distributions. Subject to the rights of holders of Preferred Stock, when, as and if dividends are declared on the Common Stock, whether payable in cash, in property or in securities of the Corporation, the holders of Non-Voting Common Stock shall be entitled to share equally, share for share, in such dividends.

     (c) Liquidation or Dissolution. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders of Non-Voting Common Stock shall receive a pro rata distribution of any remaining assets after payment of or provision for liabilities and the liquidation preference on Preferred Stock, if any.

     (d) Voting Rights. The holders of Voting Common Stock shall be entitled to one vote per share on all matters to be voted on by the stockholders of the Corporation, and except as otherwise required by the DGCL, the holders of the Non-Voting Common Stock shall have no right to vote on any matter to be voted on by the stockholders of the Corporation (including, without limitation, any election or removal of the directors of the Corporation) and the Non-Voting Common Stock shall not be included in determining the number of shares voting or entitled to vote on such matters.

     (e) Consideration for Shares. The Common Stock and Preferred Stock authorized by this Article shall be issued for such consideration as shall be fixed, from time to time, by the Board of Directors.

     (f) Assessment of Stock. The capital stock of the Corporation, after the amount of the subscription price has been fully paid in, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed. No stockholder of the Corporation is individually liable for the debts or liabilities of the Corporation.

     (g) Cumulative Voting for Directors. No stockholder of the Corporation shall be entitled to cumulative voting of his shares for the election of directors.

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     (h) Preemptive Rights. No stockholder of the Corporation shall have any preemptive rights.               

     (i) Conversion. If there shall be an Initial Public Offering (as defined below) of the Company, if every holder of Non-Voting Common Stock shall beneficially own less than 5% of shares of Common Stock and Preferred Stock, on a combined basis, then the shares of Voting Common Stock outstanding at such time shall be redeemed at the subscription price of such shares, and the shares of Non-Voting Common Stock outstanding at such time shall automatically be designated, without cost, as “Common Stock” and shall be entitled to the rights such shares had prior to such designation plus shall have the voting rights described in this Certificate with respect to Voting Common Stock (including, without limitation, as set forth in Section 4.3(d) of this Article IV and in Article VI). Notwithstanding the foregoing, the rights of each holder of Non-Voting Common Stock to be designated as “Common Stock” pursuant to the prior sentence shall be subject at all times to compliance with all gaming and other statutes, laws, rules and regulations applicable to the Corporation and such holder at that time.

                     “Initial Public Offering” means the Corporation’s first bona fide firm commitment underwritten public offering of shares of Common Stock pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and in which the shares of Common Stock are listed on the New York Stock Exchange, the NASDAQ Stock Market or another internationally recognized stock exchange.

     ARTICLE V.
REGULATORY MATTERS

     Notwithstanding anything to the contrary contained in this certificate of formation (this “Certificate”) of the Corporation, this Certificate shall be deemed to include all provisions required by the Casino Control Act, N.J.S.A. 5:12-1 et seq., as amended and as may hereafter be amended from time to time (the “Casino Control Act”) and to the extent that anything contained herein or in the operating agreement of the Corporation is inconsistent with the Casino Control Act, the provisions of such Act shall govern. All provisions of the Casino Control Act, to the extent required by law to be stated in this certificate, are herewith incorporated by reference.

     This Certificate shall be generally subject to the provisions of the Casino Control Act and the rules and regulations of the New Jersey Casino Control Commission (the “Commission”) promulgated thereunder. Specifically, and in accordance with the provisions of Section 82(d)(7) of the Casino Control Act, N.J.S.A. 5:12-82(d)(7), the Commission shall have the right of prior approval with regard to transfers of membership interests and other interests in the Corporation and any membership interests in the Corporation are held subject to the condition that if a holder thereof is found to be disqualified by the Commission pursuant to the provisions of the Casino Control Act, such holder will dispose of his interest in the Corporation; provided, however, that, notwithstanding any other provision of law to the contrary, nothing herein contained shall be deemed to require a certificate evidencing that any interest in the Corporation bear any legend to this effect. Specifically, and in accordance with the provisions of Section 82(d)(8) of the Casino Control Act, N.J.S.A. 5:12-82(d)(8), the Corporation shall have the absolute right to repurchase, at the market price or the purchase price, whichever is less, any membership interest or other interest in the Corporation, in the event that the Commission disapproves a transfer of such interest in accordance with the provisions of the Casino Control

3

Act. Disqualified holders shall not be entitled (i) to receive any distributions or interest upon any membership interests and other interests in the Corporation; (ii) to exercise, directly or through any trustee or nominee, any right conferred by membership interests and other interests in the Corporation; or (iii) to receive any remuneration in any form from the Corporation for services rendered or otherwise.

     ARTICLE VI.
MEETINGS; BOOKS AND RECORDS

     Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. Any action to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding Voting Common Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Voting Common Stock entitled to vote thereon were present and voted and shall be delivered to the Corporation.

     The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

ARTICLE VII.
AMENDMENTS

     The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE VIII.
BY-LAWS

     In furtherance and not in limitation of the powers conferred by statute, the By-Laws of the Corporation may be made, altered, amended or repealed by the stockholders or by a majority of the entire board of directors of the Corporation (the “Board”).

ARTICLE IX.
ELECTIONS

     Unless and except to the extent that the By-Laws of the Corporation shall so require, elections of directors need not be by written ballot.

     ARTICLE X.
INDEMNIFICATION; EXCULPATION

     (a) Right to Indemnification. The Corporation shall indemnify and hold harmless to the fullest extent permitted under and in accordance with the laws of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment

4

permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) (hereinafter a “proceeding”) by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any othe r capacity while serving as a director, officer, employee or agent, against all expenses and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (c) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board.

     (b) The Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise including service with respect to employee benefit plans, whether the basis of such proceeding is alleged proceeding in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, against all expenses and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under t he Employee Retirement Income Security Act of 1974), reasonably incurred or suffered by such person in connection with the defense or settlement of such proceeding and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (c) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board; provided, further, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be li able to the Corporation unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

     (c) Right of Claimant to Bring Suit. If a claim under paragraph (a) or (b) of this Section is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or 

 5

in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such proceeding (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such proceeding that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determi nation by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the proceeding or create a presumption that the claimant has not met the applicable standard of conduct.

     (d) Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding shall (in the case of any action, suit or proceeding against a director of the Corporation) or may (in the case of any action, suit or proceeding against an officer, trustee, employee or agent) be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article X.

     (e) Non-Exclusivity of Rights. The indemnification and other rights set forth in this Article X shall not be exclusive of any provisions with respect thereto in any statute, provision of the Certificate of Incorporation, the By-Laws of the Corporation or any other contract or agreement between the Corporation and any officer, director, employee or agent of the Corporation.

     (f) Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise, against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

     (g) Amendment. Neither the amendment nor repeal of this Article X, nor the adoption of any provision of this Certificate inconsistent with Article X, shall eliminate or reduce the effect of this Article X in respect of any matter occurring before such amendment, repeal or adoption of an inconsistent provision or in respect of any cause of action, suit or claim relating to any such matter which would have given rise to a right of indemnification or right to receive expenses pursuant to this Article X if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted.

     (h) Exculpation. No director shall be personally liable to the Corporation or any stockholder for monetary damages for breach of fiduciary duty as a director; provided, however, that the foregoing shall not eliminate or limit the liability of a director:

          (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders;

6

(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) under Section 174 of the DGCL; or

 (iv) for any transaction from which the director derived an improper personal benefit.

     If the DGCL is amended after the date hereof to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

     Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

ARTICLE XI.
NO CONFLICT

     Neither any contract or other transaction between the Corporation and any other corporation, partnership, limited liability company, joint venture, firm, association, or other entity (an “Entity”), nor any other acts of the Corporation with relation to any other Entity will, in the absence of fraud, in any way be invalidated or otherwise affected by the fact that any one or more of the directors or officers of the Corporation are pecuniarily or otherwise interested in, or are directors, officers, partners, or members of, such other Entity (such directors, officers, and Entities, each a “Related Person”). Any Related Person may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of the Corporation; provided that the fact that person is a Related Person is disclosed or is known to t he Board or a majority of directors present at any meeting of the Board at which action upon any such contract or transaction is taken; and any director of the Corporation who is also a Related Person may be counted in determining the existence of a quorum at any meeting of the board of directors during which any such contract or transaction is authorized and may vote thereat to authorize any such contract or transaction, with like force and effect as if such person were not a Related Person. Any director of the Corporation may vote upon any contract or any other transaction between the Corporation and any subsidiary or affiliated corporation without regard to the fact that such person is also a director or officer of such subsidiary or affiliated corporation.

     Any contract, transaction or act of the Corporation or of the directors that is ratified at any annual meeting of the stockholders of the Corporation, or at any special meeting of the stockholders of the Corporation called for such purpose, will, insofar as permitted by applicable law, be as valid and as binding as though ratified by every stockholder of the Corporation; provided, however, that any failure of the stockholders to approve or ratify any such contract, transaction or act, when and if submitted, will not be deemed in any way to invalidate the same or deprive the Corporation, its directors, officers or employees, of its or their right to proceed with such contract, transaction or act.

     Subject to any express agreement that may from time to time be in effect, (x) any director or officer of the Corporation who is also an officer, director, employee, managing

7

director or other affiliate of either Apollo Management VI, L.P., on behalf of its investment funds (“Apollo”), and/or TPG Capital, L.P. (“TPG”) or any of their respective affiliates (collectively, the “Managers”) and (y) the Managers and their affiliates, may, and shall have no duty not to, in each case on behalf of the Managers or their affiliates (the persons and entities in clauses (x) and (y), each a “Covered Manager Person”), (i) carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director or stockholder of any corporation, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Corporation, (ii) do business with any client, customer, vendor or lessor of any of the Corporation or its affiliates, and (iii) make investments in any kind of property in which the Corporation may make investments. To the fullest extent permitted by Section 122(17) of the DGCL, the Corporation hereby renounces any interest or expectancy of the Corporation to participate in any business of the Managers or their affiliates, and waives any claim against a Covered Manager Person and shall indemnify a Covered Manager Person against any claim that such Covered Manager Person is liable to the Corporation or its stockholders for breach of any fiduciary duty solely by reason of such person’s or entity’s participation in any such business.

     In the event that a Covered Manager Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Manager Person, in his or her Apollo-related capacity or TPG-related capacity, as the case may be, or Apollo or TPG, as the case may be, or its affiliates and (y) the Corporation, the Covered Manager Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Corporation. To the fullest extent permitted by Section 122(17) of the DGCL, the Corporation hereby renounces any interest or expectancy of the Corporation in such corporate opportunity and waives any claim against each Covered Manager Person and shall indemnify a Covered Manager Person against any claim, that such Covered Manager Person is liable to the Corporation or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Manager Perso n (i) pursues or acquires any corporate opportunity for its own account or the account of any affiliate, (ii) directs, recommends, sells, assigns, or otherwise transfers such corporate opportunity to another person or (iii) does not communicate information regarding such corporate opportunity to the Corporation, provided, however, in each case, that any corporate opportunity which is expressly offered to a Covered Manager Person in writing solely in his or her capacity as an officer or director of the Corporation shall belong to the Corporation.

     Any person or entity purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XI.

     This Article XI may not be amended, modified or repealed without the prior written consent of each of the Managers.

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EX-3.2

EXHIBIT 3.2

BY-LAWS

OF

HARRAH'S ENTERTAINMENT, INC.

(Amended January 28, 2008)

ARTICLE I.

OFFICES

     SECTION 1.      Registered Office. The registered office of Harrah's Entertainment, Inc. (the “Corporation”) shall be at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, DE 19808.

     SECTION 2.      Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine.

     SECTION 3.      Books and Records. The books and records of the Corporation may be kept outside the State of Delaware at such place or places as may from time to time be designated by the Board of Directors.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

     SECTION 1.      Meetings of Stockholders. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, if any, either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     SECTION 2.      Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held on such date and at such time and place, if any, either within or outside the State of Delaware, as may be fixed by the Board of Directors and stated in the notice of the meeting, for the purpose of electing directors and for the transaction of only such other business as is properly brought before the meeting in accordance with these By-Laws.

     Notice of an annual meeting stating the place, if any, date and hour of the meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting, unless otherwise provided by law or these By-Laws. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Such further notice shall be given as may be required by law. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Article VI, Section 2 of these By-Laws. Any previously sch eduled meeting of the stockholders may be postponed, and (unless the Certificate of Incorporation otherwise provides) any special meeting of the stockholders may be cancelled, by resolution of the Board of Directors upon public announcement given prior to the date previously scheduled for such meeting of stockholders.

     To be properly brought before the annual meeting, business must be either (i) specified in the notice of annual meeting (or any supplement or amendment thereto) given by or at the direction of the Board of Directors, (ii) otherwise brought before the annual meeting by or at the direction of the Board of Directors, or (iii) otherwise properly brought before the annual meeting by a stockholder of record at the time the notice provided for in this

Article II, Section 2 is delivered to the Secretary who is entitled to vote at the meeting and complies with the notice requirements set forth in this Section. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. A stockholder’s notice to the Secretary shall set forth (a) as to each matter the stockholder proposes to bring before the annual meeting (1) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting and the text of the proposal or business (including t he text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the By-Laws, the language of the proposed amendment) and (2) any material interest of the stockholder (and the beneficial owner, if any, on whose behalf the proposal is made) in such business and (b) as to the stockholder of record giving the notice or the beneficial owner, if any, on behalf of which the notice is given (1) the name and record address of the stockholder whose as they appear on the Corporation’s books, and of such beneficial owner, (2) the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder and beneficial owner, (3) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business, and (4) a representation whether the stockholder or the beneficial owner, if any, intend s or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (y) otherwise to solicit proxies from stockholders in support of such proposal.

     The foregoing notice requirements of this Article II, Section 2 shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his intention to present a proposal or nomination at an annual meeting in compliance with applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such stockholder’s proposal or nomination has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.

     Notwithstanding anything in these By-Laws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Article II, Section 2. The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare to the annual meeting that business was not properly brought before the annual meeting in accordance with the provisions of this Article II, Section 2 (including whether the stockholder or beneficial owner, if any, on whose behalf the proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s proposal in compliance with such stockholder’s representation as required by this Article II, Section 2), and if such officer should so determine, such officer shall so declare to the annual meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Article II, Section 2, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation to present such proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Article II, Section 2 (and for purposes of Article III, Section 3 below), to be considered a qualified representative of the stockholder, a person must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the annual meeting of stockholders.

     For purposes of this Article II, Section 2 (and Article III, Section 3 below), “public announcement” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable

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national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

     Notwithstanding the foregoing provisions of this Article II, Section 2, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Article II, Section 2. Nothing in this Article II, Section 2 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act.

     SECTION 3.      Special Meetings. Subject to the rights of the holders of any series of stock having a preference over the Common Stock of the Corporation as to dividends or upon liquidation (“Preferred Stock”) with respect to such series of Preferred Stock, unless otherwise prescribed by law or by the Certificate of Incorporation, special meetings of stockholders, for any purpose or purposes, may only be called by a majority of the entire Board of Directors or by the Chairman or the President, and no other party shall be entitled to call special meetings. Notice of a special meeting stating the place, if any, date and hour of the meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting, unless otherwise provided by law or these By- Laws. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

     SECTION 4.      Quorum; Adjournments. Except as otherwise provided by law or by the Certificate of Incorporation, the presence, in person or by proxy, of the holders of record of shares of capital stock of the Corporation entitling the holders thereof to cast a majority of the votes entitled to be cast by the holders of shares of capital stock entitled to vote shall constitute a quorum at all meetings of the stockholders. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the holders of a majority of the votes entitled to be cast by the stockholders entitled to vote thereat, present in person or represented by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy. Any meeting of stockholders, an nual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.

     SECTION 5.      Voting. At all meetings of stockholders for the election of directors at which a quorum is present, a plurality of the votes cast shall be sufficient to elect. All other questions brought before any meeting of stockholders at which a quorum is present shall, unless otherwise provided by law, the Certificate of Incorporation, these By-Laws, the rules or regulations of any stock exchange applicable to the Corporation or any other rules and regulations applicable to the Corporation or its securities, be decided by the affirmative vote of a majority of the votes cast by stockholders present in person or by proxy at the meeting and entitled to vote thereat. Each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder, unless otherwise provided by the Certificate of Incorporation. Such votes may be cast in person or by proxy but no proxy shall be voted after three years from its date, unless such proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

     SECTION 6.      List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary

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business hours, for a period of at least ten days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. The list of stockholders must also be open to examination at the meeting as required by applicable law. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

     SECTION 7.      Stock Ledger. Except as otherwise provided by law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 6 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

     SECTION 8.      Inspectors of Election. The Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

     SECTION 9.      Conduct of Meetings. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

     SECTION 10.      Action Without Meeting. Except as otherwise provided by law or the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock

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having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

     SECTION 11.      Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing (or in such manner prescribed by the General Corporation Law of the State of Delaware) by the stockholder, or by his duly authorized attorney in fact.

ARTICLE III.

DIRECTORS

     SECTION 1.      General Powers. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

     SECTION 2.      Number, Tenure and Qualifications. The number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the entire Board of Directors. Newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term in which the new directorship was created or the vacancy occurred and until such director’s successor shall have been elected and qualified or until his earlier death, resignat ion or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

     SECTION 3.      Nomination of Directors. Nominations of persons for election to the Board of Directors of the Corporation at the annual meeting may be made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the Board of Directors or by any stockholder of the Corporation of record at the time the notice provided for in this Article III, Section 3 is delivered to the Secretary of the Corporation who is entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Article III, Section 3. Such nominations by any stockholder shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation).

     Such stockholder’s notice to the Secretary shall set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person, (d) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected and (e) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Exchange Act; (ii) as to the record stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made

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(a) the name and address of the stockholder as it appears on the Corporation’s books, and of such beneficial owner and (b) the class and number of shares of capital stock of the Corporation which are owned beneficially and of record by the stockholder, (c) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination, and (d) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to elect the nominee and/or (2) otherwise to solicit proxies from stockholders in support of such nomination.

     The foregoing notice requirements of this Article III, Section 3 shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his intention to present a nomination at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s nomination has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare t o the meeting that a nomination was not made in accordance with the foregoing procedure (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by this Article III, Section 3), and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. The directors shall be elected at the annual meeting of the stockholders, except as provided in the Certificate of Incorporation, and each director elected shall hold office until his successor is elected and qualified. Notwithstanding the foregoing provisions of this Article III, Section 3, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special mee ting of stockholders of the Corporation to present a nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

     Notwithstanding anything to the contrary set forth in this Article III, Section 3 to the contrary, in the event that the number of directors to be elected to the Board of Directors at an annual meeting is increased and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Article III, Section 3 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation.

     Notwithstanding the foregoing provisions of this Article III, Section 3, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Article III, Section 3. Nothing in this Article III, Section 3 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act.

     SECTION 4.      Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President or a majority of the entire Board of Directors. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone or by other means of electronic transmission on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or approp riate in the circumstances. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Article VI, Section 2 of these By-Laws.

     SECTION 5.      Quorum. Except as may be otherwise specifically provided by law, the Certificate of

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Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and, except in cases in which the Certificate of Incorporation, these By-Laws or applicable law otherwise provides, the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     SECTION 6.      Actions by Unanimous Consent of Directors. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings (or electronic transmissions) are filed with the minutes of proceedings of the Board of Directors or committee in accordance with applicable law.

     SECTION 7.      Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7 of Article III shall constitute presence in person at such meeting.

     SECTION 8.      Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

     SECTION 9.      Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of an y absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Article III, Section 4 of these By-Laws. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of persons who are not directors of the Corporation; provided, however, that no such committee shall h ave or may exercise any authority of the Board.

     SECTION 10.      Records. The Board of Directors shall cause to be kept a record containing the minutes of the proceedings of the meetings of the Board and of the stockholders, appropriate stock books and registers and such books of records and accounts as may be necessary for the proper conduct of the business of the Corporation.

     SECTION 11.      Compensation. The directors, or any members of special or standing committees, may be paid their expenses, if any, of attendance at each meeting of the Board of Directors (or committees thereof) and such additional compensation as determined by the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

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     SECTION 12. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the co ntract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the shareholder entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV.

OFFICERS

     SECTION 1.      General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, may also choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

     SECTION 2.      Election. The Board of Directors at its first meeting held after each annual meeting of stockholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries of all officers who are directors of the Corporation shall be fixed by the Board of Directors.

     SECTION 3.      Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President and any such officer may, in the name and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer li ke powers upon any other person or persons.

     SECTION 4.      Chairman of the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. Except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

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     SECTION 5.      President. The President shall be selected by the Board and shall, subject to the control of the Board of Directors, and if there be one, the Chief Executive Officer, have general supervision of the business of the Corporation. The President shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall individually have the authority to execute all bonds, mortgages, contracts and other instruments of the Corporation, including those requiring a seal under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or a Committee thereof, or the President. In the absence or disability of the Chairman of the Board of Directors, the person having the title of Chief Executive Officer, or in his absence or there being none, having the title of President, shall preside at all meetings of the stockholders and the Board of Directors. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

     SECTION 6.      Vice Presidents. At the request of the President or in his absence or in the event of his inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall p erform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

     SECTION 7.      Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or Chairman, under whose supervision he shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the Chairman may choose another officer to c ause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

     SECTION 8.      Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

     SECTION 9.      Assistant Secretaries. Except as may be otherwise provided in these By-Laws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

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     SECTION 10.      Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

     SECTION 11.      Controller. The Controller shall establish and maintain the accounting records of the Corporation in accordance with generally accepted accounting principles applied on a consistent basis, maintain proper internal control of the assets of the Corporation and shall perform such other duties as the Board of Directors, the President or any Vice President of the Corporation may prescribe.

     SECTION 12.      Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V.

STOCK

     SECTION 1.      Form of Certificates. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman or Vice-Chairman of the Board of Directors, or the President or Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation represe nting the number of shares registered in certificate form.

     SECTION 2.      Signatures. Any or all of the signatures on the certificate may be a facsimile, including, but not limited to, signatures of officers of the Corporation and countersignatures of a transfer agent or registrar. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

     SECTION 3.      Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been los t, stolen or destroyed.

     SECTION 4.      Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-Laws. Shares of stock of the Corporation shall only be transferred on the books of the Corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation of the certificate or certificates representing such shares endorsed by the appropriate person or persons (or by delivery of duly executed instructions with respect to uncertificated shares), with such evidence of the

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authenticity of such endorsement or execution, transfer, authorization, and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the persons from and to whom it was transferred.

     SECTION 5.      Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for t he adjourned meeting.

     SECTION 6.      Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VI.

NOTICES

     SECTION 1.      Notices. (i) Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director or member of a committee or stockholder, such notice may be given by mail, addressed to such director or member of a committee, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by other means of electronic transmission.

     (ii) Any notice to stockholders given by the Corporation pursuant to these By-Laws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation and shall also be deemed revoked if (a) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the Corporation in accordance with such consent and (b) such inability becomes known to the Secretary or Assistant Secretary of the Corporation, the transfer agent or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given by a form of electronic transmission in accordance with these By-Laws shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by a posting on an electronic network, together with separate notice to the stockholder of such specific posting, upon the later of such posting and the giving of such separate notice; and (4) if by another form of electronic transmission, when directed to the stockholder. For purposes of these By-Laws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

     (iii) Any notice to stockholders given by the Corporation may be given by a single written notice to stockholders who share an address if consented to by the stockholders at such address to whom such notice is given. Any such consent shall be revocable by the stockholders by written notice to the Corporation. Any stockholder who fails to object in writing to the Corporation, within sixty (60) days of having been given written notice by the Corporation of its intention to send the single notice as set forth in this Article VI, Section 1(iii) shall be deemed to have consented to receiving such single written notice.

     SECTION 2.      Waivers of Notice. Whenever any notice is required by law, the Certificate of

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Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business nor the purpose of any meeting need be specified in such a waiver.

ARTICLE VII.

ADVANCEMENT OF EXPENSES

     SECTION 1.      Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans (a “Covered Person”) , in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to indemnification under applicable law, the Certificate of Incorporation, any agreement or otherwise.

     SECTION 2.      Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article VII shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested directors or otherwise.

     SECTION 3.      Other Sources. The Corporation’s obligation, if any, to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

     SECTION 4.      Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VII shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

     SECTION 5.      Other Indemnification and Prepayment of Expenses. This Article VII shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

     SECTION 6.      Applicable Law. Any action or proceeding arising out of or in connection with the rights conferred by either the Certificate of Incorporation or this Article VII shall be brought only in the Chancery Court of the State of Delaware, and not in any other state or federal court in the United States of America or any court in any other country.

ARTICLE VIII.

GENERAL PROVISIONS

     SECTION 1.      Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or

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special meeting, and may be paid in cash, in property, or in shares of the capital stock, provided that no dividend shall be declared and paid except to the extent the Corporation shall have lawfully available funds therefor. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

     SECTION 2.      Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

     SECTION 3.      Fiscal Year. The fiscal year of the Corporation shall end on December 31 and the following fiscal year shall commence on January 1, unless the fiscal year is otherwise fixed by affirmative resolution of the entire Board of Directors.

     SECTION 4.      Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

     SECTION 5.      Amendments. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, adopt, alter, amend, change or repeal these By-Laws by resolution adopted by the affirmative vote of a majority of the entire Board of Directors. In addition to any requirements of law and any other provision of these By-Laws or the Certificate of Incorporation, and notwithstanding any other provision of these By-Laws, the Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, stockholders may not make, adopt, alter, amend, change or repeal these By-Laws except upon the affirmative vote of at least a majority of the votes entitled to be cast by the holders of all outstanding shares then entitled to vote generally in the election of directors, voting together as a single class.

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EX-3.3

EXHIBIT 3.3

CERTIFICATE OF DESIGNATION OF

NON-VOTING PERPETUAL PREFERRED STOCK

OF HARRAH'S ENTERTAINMENT, INC.

Pursuant to Section 151 of the General

Corporation Law of the State of Delaware

    Harrah's Entertainment, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), in accordance with the provisions of Section 151(g) thereof, hereby certifies on January 28, 2008 as follows:

     FIRST: The Amended Certificate of Incorporation of the Corporation (as amended from time to time, the “Certificate of Incorporation”) authorizes the issuance of up to 40,000,000 shares of Preferred Stock of the Corporation (the “Preferred Stock”), par value $0.01 per share, in one or more classes and/or series, pursuant to a resolution providing for such issue adopted by the Board of Directors of the Corporation (the “Board”), and further authorizes the Board to determine the powers, designations, preferences, rights and qualifications, limitations or restrictions granted to or imposed upon any such class and/or series of Preferred Stock.

     SECOND: On January 28, 2008, the Board adopted the following resolution authorizing the creation and issuance of a series of Preferred Stock to be known as the Non-Voting Perpetual Preferred Stock:

Designation of Cumulative Preferred Stock of the Corporation

     NOW, THEREFORE BE IT RESOLVED, that pursuant to the authority vested in the Board in accordance with the provisions of the Certificate of Incorporation of the Corporation, a series of preferred stock of the Corporation, designated as Non-Voting Perpetual Preferred Stock, par value $0.01 per share (the “Non-Voting Preferred Stock”), be, and it hereby is, created, and that the powers, designations, preferences, rights and qualifications, limitations or restrictions granted to or imposed upon such series of Non-Voting Perpetual Preferred Stock are as set forth below:

     Section 1. Designation; Amount. The shares of such series shall be designated as the Non-Voting Perpetual Preferred Stock and the number of shares constituting such series shall be 20,000,000, which number may be decreased by a resolution of the Board without a vote of stockholders; provided that such number may not be decreased below the aggregate number of shares of Non-Voting Preferred Stock then outstanding. The date on which the Corporation initially issues any share of Non-Voting Preferred Stock will be deemed the “Date of Issuance” regardless of the number of times transfer of such share is made on the stock records of the Corporation and regardless of the number of certificates which may be issued to evidence such share.

     Section 2. Stated Value. The shares of Non-Voting Preferred Stock shall have a stated value of $100.00 per share (the “Non-Voting Stated Value”).

     Section 3. Ranking. The shares of Non-Voting Preferred Stock shall, with respect to dividend and other distribution rights, preference or other rights on redemption, liquidation, dissolution or winding-up of the Corporation or otherwise, rank (i) pari passu with any class of capital stock or series of preferred stock hereafter created which expressly provides that it ranks pari passu with the Non-Voting Preferred Stock as to dividends, other distributions, liquidation preference and otherwise (collectively, the “Non-Voting Parity Stock”) and (ii) senior to the Voting Common Stock (as defined in the Certificate of Incorporation), Non-Voting Common Stock (as defined in the Certificate of Incorporation) and any other class of capital stock or series of preferred stock hereafter created which does not expressly provide that it ranks senior to or pari passu with the Non-Voting Preferred Stock as to dividends, other distributions, liquidation preference and otherwise (collectively, the “Junior Stock”).

     Section 4. Restrictive Covenants; Voting Rights.

     (a) The holders of shares of Non-Voting Preferred Stock shall have no voting rights and their consent shall not be required for the taking of any corporate action, except as otherwise required by the DGCL; provided that the Corporation shall not, without the consent or affirmative vote of the holders of at least a majority of the outstanding shares of Non-Voting Preferred Stock, voting separately as a class: (i) authorize, create or issue, or increase the authorized amount of, any class or series, or any shares of any class or series, of capital stock of the Corporation having any preference or priority (either as to dividends or upon redemption, liquidation, dissolution, or winding up) over Non-Voting Preferred Stock; (ii) amend, alter or repeal any provision of the Certificate of Incorporation or the By-laws of the Corporation, if the amendment, alteration or repeal alters or changes the powe rs, preferences or special rights of the Non-Voting Preferred Stock so as to affect them adversely; or (iii) authorize or take any other action if such action would be inconsistent with the foregoing.

     (b) The Corporation shall not, from and after the date of the Date of Issuance of any share of the Non-Voting Preferred Stock, enter into any agreement, amend or modify any existing agreement or obligation, or issue any security that prohibits, conflicts or is inconsistent with, or would be breached by, the Corporation’s performance of its obligations hereunder.

     Section 5. Dividends.

     (a) Shares of Non-Voting Preferred Stock shall accumulate dividends at a rate per annum set by the Board of the Corporation within 60 days after the Date of Issuance such that the Board of the Corporation determines, in its sole discretion, that the value of shares of Non-Voting Preferred Stock on the Date of Issuance shall be equivalent to the Non-Voting Stated Value. Such rate shall be referred to as the “Dividend Rate.”

     (b) Dividends shall be computed and paid or accrued quarterly on the 15th day of April, July, October and January of each year (in respect of the quarterly periods ending March 31, June 30, September 30 and December 31), or if any such date is not a Business Day (as defined below), on the Business Day next preceding such day (each such date, regardless of

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whether any dividends have been paid or declared and set aside for payment on such date, a “Dividend Payment Date”), to holders of record as they appear on the stock record books of the Corporation on the fifteenth day prior to the relevant Dividend Payment Date; provided, however, that the Corporation expressly elects to make any dividend payment due hereunder on any Dividend Payment Date and has received all relevant approvals from gaming regulators. In the event that the Corporation does not elect to make a dividend payment due hereunder on any Dividend Payment Date, any such amount then due in respect of dividends shall constitute an Arrearage (as defined below).

     (c) Dividends shall be paid only when, as and if declared by the Board out of funds at the time legally available for the payment of dividends, subject to compliance with all gaming and other statutes, laws, rules and regulations applicable to the Corporation and any holder of Non-Voting Preferred Stock at that time and subject to receipt of approvals by all relevant gaming regulators. Dividends shall begin to accumulate on outstanding shares of Non-Voting Preferred Stock from the Date of Issuance and shall be deemed to accumulate from day to day whether or not earned or declared until paid. Dividends shall accumulate on the basis of a 360-day year consisting of twelve 30-day months (four 90-day quarters) and the actual number of days elapsed in the period for which payable.

     (d) Dividends on the Non-Voting Preferred Stock shall be cumulative, and from and after January 15 of each year, if any dividends have accumulated or been deemed to have accumulated through such date has not been paid in full in respect of such Dividend Payment Date and the preceding three Dividend Payment Dates, additional dividends shall accumulate in respect of the amount of such unpaid dividends or unpaid liquidation payment (such amount, the “Arrearage”) at the Dividend Rate. Such additional dividends in respect of any Arrearage shall be deemed to accumulate from day to day whether or not earned or declared until the Arrearage is paid, shall be calculated as of such successive Dividend Payment Date and shall constitute an additional Arrearage from and after any Dividend Payment Date to the extent not paid on such Dividend Payment Date. References herein to dividends that have accumulated or that have been deemed to have accumulated with respect to the Non-Voting Preferred Stock shall include the amount, if any, of any Arrearage together with any dividends accumulated or deemed to have accumulated on such Arrearage pursuant to the immediately preceding two sentences. Additional dividends in respect of any Arrearage may be declared and paid at any time, in whole or in part, without reference to any regular Dividend Payment Date, to the holders of record as they appear on the stock record books of the Corporation on such record date as may be fixed by the Board (which record date shall be no less than 10 days prior to the corresponding payment date), subject to approval by relevant gaming regulators.

     (e) Dividends paid on the shares of Non-Voting Preferred Stock in an amount less than the total amount of such dividends at the time accumulated and payable on all outstanding shares of Non-Voting Preferred Stock shall be allocated pro rata on a share-by-share basis among all such shares then outstanding. Notwithstanding the provisions of Section 5(d), any such partial payment shall be made in cash. Dividends that are declared and paid in an amount less than the full amount of dividends accumulated on the Non-Voting Preferred Stock (and on any Arrearage) shall be applied first to the earliest dividend which has not theretofore been paid. All cash payments of dividends on the shares of Non-Voting Preferred Stock shall be

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made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

     (f) For so long as any shares of Non-Voting Preferred Stock shall be outstanding, (i) no dividend or distribution, whether in cash, stock or other property, shall be paid, declared or set apart for payment or made on any date on or in respect of the Junior Stock and (ii) no payment on account of the redemption, purchase or other acquisition or retirement for value by the Corporation shall be made on any date of shares of any Junior Stock, unless, in each case, the full amount of unpaid dividends accrued on all outstanding shares of Non-Voting Preferred Stock shall have been paid or contemporaneously are declared and paid.

     Section 6. Optional Conversion.

     (a) Upon written notice from the holders of a majority of the outstanding Non-Voting Preferred Stock to the Corporation and to each holder of Non-Voting Preferred Stock (the date of such notice, the “Notice Date”), the Corporation shall convert each share of Non-Voting Preferred Stock then outstanding into that number of shares of Non-Voting Common Stock equal to the quotient obtained by dividing (i) the Non-Voting Stated Value of such share and any Arrearage, plus all other accumulated dividends as of such date by (ii) the “fair market value” (calculated pursuant to Section 6(b)) of the Non-Voting Common Stock as of the Conversion Date (the “Conversion Rate”).

     (b) The determination of the “fair market value” of the Non-Voting Common Stock for purposes of this Section 6 shall be made in good faith by the Board, applying U.S. generally accepted accounting principles and the following principles:

          (i) the value to be arrived at should represent the present cash value in U.S. dollars of the Non-Voting Common Stock (net of actual and contingent associated liabilities and estimated costs of sale), without regard to temporary market fluctuations or aberrations and assuming a plan of orderly disposition which does not involve unreasonable delays in cash realization;

          (ii) if the Non-Voting Common Stock (or Voting Common Stock into which such Non-Voting Common Stock may be converted pursuant to and in accordance with the Certificate of Incorporation) is publicly traded prior to the date of determination of value, the determination of value shall take into account the average of the daily closing prices for the 10 consecutive trading days immediately prior to the date of determination; the closing price for each day shall be (x) if the Non-Voting Common Stock (or Voting Common Stock into which such Non-Voting Common Stock may be converted pursuant to and in accordance with the Certificate of Incorporation) is listed or admitted to trading on a national securities exchange, the closing price on the New York Stock Exchange or (ii) if the Non-Voting Common Stock (or Voting Common Stock into which such Non-Voting Common Stock may be converted pursuant to and in accordance with the Certif icate of Incorporation) is not listed or admitted to trading on any such exchange, the closing price, if reported, or, if the closing price is not reported, the average of the closing bid and asked prices as reported by The Nasdaq Stock Market, or (iii) if bid and asked prices for the Non-Voting Common Stock (or Voting Common Stock into which such

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Non-Voting Common Stock may be converted pursuant to and in accordance with the Certificate of Incorporation) on each such day shall not have been reported through The Nasdaq Stock Market, the average of the bid and asked prices for such date as furnished by any three New York Stock Exchange member firms regularly making a market in the Non-Voting Common Stock (or Voting Common Stock into which such Non-Voting Common Stock may be converted pursuant to and in accordance with the Certificate of Incorporation) and not affiliated with the Corporation selected for such purpose by the Board;

          (iii) the determination of value shall take into account the effect, if any, of any transaction of the type described in Section 6(e) or Section 6(f); and

          (iv) all valuations shall be made taking into account all other factors which might reasonably affect the sales price of the Non-Voting Common Stock, including, without limitation, if and as appropriate, the existence of a control block, the lack of a market for such shares, the appropriateness of a discount with respect to the disposition of significant positions of Non-Voting Common Stock and the impact on present value of factors such as the length of time before any such sales may become possible and the cost and complexity of any such sales.

     (c) The Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Non-Voting Common Stock on conversion of Non-Voting Preferred Stock pursuant hereto; provided, however, that if a holder of Non-Voting Preferred Stock wishes to specify a name or names in which such holder wishes the certificate or certificates for shares of Non-Voting Common Stock to be issued other than that of such holder, such holder shall provide written notice not less than 1 Business Day following the Conversion Date, and such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Non-Voting Common Stock in such name or names. As promptly as practical, and in any event within five Business Days after the Conversion Date, the Corporation shall take all action to certificate or reflect in book-entry form the number of shares of Non-Voting Common Stock to which each such holder shall be entitled. Such conversion shall be deemed to have occurred at the close of business on the Notice Date (the “Conversion Date”) so that as of such time the rights of the holder thereof as to the shares being converted shall cease and the person entitled to receive the shares of Non-Voting Common Stock shall be treated for all purposes as having become the holder of such shares of Non-Voting Common Stock at such time.

     (d) The Corporation shall at all times reserve and keep available for issuance upon the conversion of the Non-Voting Preferred Stock in accordance with the terms hereof, such number of its authorized but unissued shares of Non-Voting Common Stock as will from time to time be sufficient to permit the conversion of all outstanding shares of Non-Voting Preferred Stock, and shall take all action required to increase the authorized number of shares of Non-Voting Common Stock if necessary to permit the conversion of all outstanding shares of Non-Voting Preferred Stock.

     (e) The Conversion Rate shall be subject to adjustment as follows:

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          (i) If the Corporation shall (1) declare or pay a dividend on its outstanding Non-Voting Common Stock in shares of Non-Voting Common Stock or make a distribution to holders of its Non-Voting Common Stock in shares of Non-Voting Common Stock (other than a distribution of rights), (2) subdivide its outstanding shares of Non-Voting Common Stock into a greater number of shares of Non-Voting Common Stock, (3) combine its outstanding shares of Non-Voting Common Stock into a smaller number of shares of Non-Voting Common Stock or (4) issue by reclassification of its shares of Non Voting Common Stock other securities of the Corporation, then the Conversion Rate in effect immediately prior thereto shall be adjusted so that a holder of any shares of Non-Voting Preferred Stock thereafter converted shall be entitled to receive the number and kind of shares of Non-Voting Common Stock or other securities that such holder of Non Votin g Preferred Stock would have owned or been entitled to receive after the happening of any of the events described above had such shares of Non-Voting Preferred Stock been converted immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this Section 6(e)(i) shall become effective on the date of the dividend payment, subdivision, combination or issuance retroactive to the record date with respect thereto, if any, for such event. Such adjustment shall be made successively.

          (ii) If the Corporation shall issue any shares of Non-Voting Common Stock, or any rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Non-Voting Common Stock, at a price per share that is lower than the then current fair market value (calculated pursuant to Section 6(b)) per share of Non-Voting Common Stock, the Conversion Rate shall be adjusted in accordance with the following formula:

     AC = C x (O + ((N x P) / M ) / (O + N))

     where

     AC = the adjusted Conversion Rate

     C = the current Conversion Rate

     O = the number of shares of Non-Voting Common Stock outstanding on the record date

     N = the number of additional shares of Non-Voting Common Stock offered

     P = the offering price per share of the additional shares of Non-Voting Common Stock offered

     M = the current fair market value (calculated pursuant to Section 6(b)) per share of Non-Voting Common Stock on the record date

The adjustment shall be made successively whenever any such rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective

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immediately after the record date for the determination of stockholders entitled to receive the rights, options, warrants or convertible or exchangeable securities.

          (iii) Upon the expiration of any rights, options, warrants or convertible or exchangeable securities issued by the Corporation to all holders of its Non-Voting Common Stock which caused an adjustment to the Conversion Rate pursuant to Section 6(e)(ii), if any of such rights, options, warrants or convertible or exchangeable securities in whole or in part shall not have been exercised, then the Conversion Rate shall be increased by the amount of the initial adjustment of the Conversion Rate pursuant to Section 6(e)(ii) in respect of such expired rights, options, warrants or convertible or exchangeable securities.

          (iv) If the Corporation shall distribute to all holders of its outstanding Non-Voting Common Stock any shares of capital stock of the Corporation (other than Non-Voting Common Stock) or evidences of indebtedness or assets (excluding ordinary cash dividends and dividends or distributions referred to in Sections 6(e)(i) and (ii) above) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in Section 6(e)(ii) above) (any of the foregoing being hereinafter in this Section 6(e)(iv) called the “Securities or Assets”), then in each such case, unless the Corporation elects to reserve shares or other units of such Securities or Assets for distribution to the holders of Non-Voting Preferred Stock upon the conversion of the shares of Non-Voting Preferred Stock so that a holder converting shares of Non-Voting Preferred Stock will receive upon such conversion, in addition to the shares of the Non-Voting Common Stock to which such holder of Non-Voting Preferred Stock is entitled, the amount and kind of such Securities or Assets which such holder of Non-Voting Preferred Stock would have received if such holder had, immediately prior to the record date for the distribution of the Securities or Assets, converted its shares of Non-Voting Preferred Stock into Non-Voting Common Stock, the Conversion Rate shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Rate in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the current fair market value (calculated pursuant to Section 6(b)) per share of the Non-Voting Common Stock on the record date mentioned below less the then fair market value (as determined by the Board in good faith) of the portion of the capital stock or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of Non-Voting Common Stock, and of which the denominator shall be the current fair market value (calculated pursuant to Section 6(b)) per share of the Non-Voting Common Stock on such record date; provided, however, that if the then fair market value (as so determined) of the portion of the Securities or Assets so distributed applicable to one share of Non-Voting Common Stock is equal to or greater than the current fair market value (calculated pursuant to Section 6(b)) per share of the Non-Voting Common Stock on the record date mentioned above, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of shares of Non-Voting Preferred Stock shall have the right to receive, in addition to the shares of Non-Voting Common Stock to which such holder is entitled, the amount and kind of Securities or Assets such holder would have received had such holder converted each such share of Non-Voting Preferred Stock immediately prior to the record date for the distribution of

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the Securities or Assets. Such adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution.

          (v) No adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least 1% of such price; provided, however, that any adjustments which by reason of this Section 6(e)(v) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 6(e) shall be made to the nearest one-hundredth of a cent or to the nearest one-hundredth of a share, as the case may be.

          (vi) If the Corporation shall be a party to any transaction, including without limitation a merger, consolidation, sale of all or substantially all of the Corporation’s assets, reorganization, liquidation or recapitalization of the Non-Voting Common Stock (each of the foregoing being referred to as a “Transaction”), in each case as a result of which shares of Non-Voting Common Stock shall be converted into the right to receive stock, securities or other property (including cash or any combination thereof) (other than Voting Common Stock into which such Non-Voting Common Stock may be converted pursuant to and in accordance with the Certificate of Incorporation), each share of Preferred Stock shall, at and after the consummation of the Transaction, be convertible into the kind and amount of shares of stock and other securities and property receivable ( including cash) upon the consummation of such Transaction by a holder of that number of shares of Non-Voting Common Stock into which one share of Non-Voting Preferred Stock was convertible immediately prior to such Transaction. The Corporation shall not be a party to any Transaction unless the terms of such Transaction are consistent with the provisions of this Section 6(e)(vi) and it shall not consent or agree to the occurrence of any Transaction unless (x) the Corporation has entered into an agreement with the successor or purchasing entity, as the case may be, for the benefit of the holders of Non-Voting Preferred Stock, which shall contain a provision enabling the holders of Non-Voting Preferred Stock to convert at their option into the consideration received by holders of Non-Voting Common Stock at the Conversion Rate immediately after such Transaction and (y) the Non-Voting Preferred Stock shall remain outstanding as preferred stock of the successor or purchasing entity in the Transaction, with the sen iority as to dividends, distributions and liquidation to which the Non-Voting Preferred Stock was entitled immediately prior to the Transaction. In connection with any Transaction, lawful provision shall be made so that, except as set forth in this Section 6(e)(vi), the terms of the Non-Voting Preferred Stock (or any stock issued in such transaction in consideration therefor) shall remain substantially unchanged to the extent practicable. The provisions of this Section 6(e)(vi) shall similarly apply to successive Transactions.

          (vii) Notwithstanding the provisions of this Section 6(e), the applicable Conversion Rate shall not be adjusted upon the issuance of any shares of Non-Voting Common Stock (and any associated rights) (including upon the exercise of options or rights) or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice of or assumed by the Corporation or any of its Subsidiaries or upon the issuance of Voting Common Stock into which the Non-Voting Common Stock may be converted pursuant to and in accordance with the Certificate of Incorporation.

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          (viii) For the purposes of this Section 6(e), the term “shares of Non-Voting Common Stock” shall mean (x) the class of stock designated as the Non-Voting Common Stock of the Corporation at the date hereof or (y) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value. If at any time, as a result of an adjustment or other transaction pursuant to Section 6(e)(i), (iv) or (vi) above, the holders of Non-Voting Preferred Stock shall become entitled to receive any securities other than shares of Non-Voting Common Stock (or Voting Common Stock into which such Non-Voting Common Stock may be converted pursuant to and in accordance with the Certificate of Incorporation), thereafter the number of such other securities so issuable upon conversion of the shares of Non-Voting Preferred Stock shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of Non-Voting Preferred Stock contained in this Section 6(e).

          (ix) Notwithstanding the foregoing, in any case in which this Section 6(e) provides that an adjustment shall become effective immediately after a record date for an event, the Corporation may defer until the occurrence of such event issuing to the holder of any share of Non-Voting Preferred Stock converted after such record date and before the occurrence of such event the additional shares of Non-Voting Common Stock issuable upon such conversion before giving effect to such adjustment.

          (x) If the Corporation shall take any action affecting the Non-Voting Common Stock, other than any action described in this Section 6(e), which in the reasonable opinion of the Board would materially adversely affect the conversion rights of the holders of Non-Voting Preferred Stock, the Conversion Rate for the Non-Voting Preferred Stock shall be adjusted, to the extent permitted by law, in such manner, if any, and at such time, as the Board may determine in good faith to be equitable in the circumstances.

     (f) If (i) the Corporation shall declare a dividend on its outstanding Non-Voting Common Stock (excluding ordinary cash dividends) or make a distribution to holders of its Non-Voting Common Stock; (ii) the Corporation shall authorize the granting to the holders of the Non-Voting Common Stock of rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase any shares of Non-Voting Common Stock or any of its securities (other than as contemplated under Section 6(e)(vii)); or (iii) there shall be any reclassification of the Non-Voting Common Stock or any consolidation or merger to which the Corporation is a party and for which approval of any stockholders of the Corporation is required, or the sale or transfer of all or substantially all of the assets of the Corporation; then the Corporation shall cause to be mailed to the holders of Non-Voting Preferred Stock at their addresses as shown on the s tock books of the Corporation, as promptly as possible, but at least fifteen (15) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend or distribution, or, if a record is not to be taken, the date as of which the holders of Non-Voting Common Stock of record to be entitled to such dividend or distribution are to be determined or (y) the date on which such reclassification, consolidation, merger, sale or transfer is expected to become effective, and the date as of which it is expected that holders of Non-Voting Common Stock of record shall be

9

entitled to exchange their shares of Non-Voting Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale or transfer.

     (g) If any event similar to or of the type contemplated by the provisions of Section 6(e) or Section 6(f), but not expressly provided for by such provisions, occurs, then the Board of the Corporation, will make an appropriate and equitable adjustment in the Conversion Rate so as to protect the rights of the holders of Non-Voting Preferred Stock; provided that no such adjustment will decrease the number of shares of Non-Voting Common Stock issuable upon conversion of the Non-Voting Preferred Stock.

     Section 7. Liquidation Rights.

     (a) Preference for Non-Voting Preferred. Upon the occurrence of any Liquidation Event (as defined below), (i) each holder of Non-Voting Preferred Stock shall have the right to require the Corporation to repurchase each outstanding share of Non-Voting Preferred Stock, but only out of funds legally available therefor, by paying in cash, in respect of each share of Non-Voting Preferred Stock, an amount equal to the Non-Voting Stated Value of such share and any Arrearage, plus all other accumulated dividends as of the repurchase date before any payment or distribution shall be made to the holders of Non-Voting Common Stock, Voting Common Stock or any other Junior Stock and (ii) no distribution shall be made to the holders of Non-Voting Parity Stock unless the holders of shares of Non-Voting Preferred Stock shall have received distributions ratably with the holders of Non-Voting Parity Stock in prop ortion to the total amount to which the holders of all such shares of Non-Voting Preferred Stock and Non-Voting Parity Stock are entitled upon such Liquidation Event. If, upon any such Liquidation Event, the assets of the Corporation available for distribution to stockholders shall insufficient to provide for the payment in full of the preference accorded to the Non-Voting Preferred Stock hereunder, then such assets shall be distributed ratably among the shares of Non-Voting Preferred Stock. Within thirty (30) days following any Liquidation Event, the Corporation shall mail a notice to each holder of Non-Voting Preferred Stock describing the transaction or transactions that constitute the Liquidation Event and offering to repurchase each share of Non-Voting Preferred Stock on the date specified in such notice, which date shall be no earlier than thirty (30) days and no later than sixty (60) days from the date such notice is mailed. The Corporation shall comply with the requirements of Rule 14e-1 under the Se curities Exchange Act of 1934, as amended, and any other applicable securities laws and regulations thereunder. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 7(a), the Corporation shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations hereunder by virtue thereof.

     (b) In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, (i) the holders of issued and outstanding shares of Non-Voting Preferred Stock shall be entitled to receive for each such share, out of the assets of the Corporation available for distribution to stockholders, before any payment or distribution shall be made to the holders of Non-Voting Common Stock, Voting Common Stock or any other Junior Stock, an amount per share of Non-Voting Preferred Stock, in cash, equal to the sum of the Non-Voting Stated Value of such share and any Arrearage, plus all other accumulated dividends as of the date of final distribution and (ii) no distribution shall be made to the holders

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of Non-Voting Parity Stock unless the holders of shares of Non-Voting Preferred Stock shall have received distributions ratably with the holders of Non-Voting Parity Stock in proportion to the total amount to which the holders of all such shares of Non-Voting Preferred Stock and Non-Voting Parity Stock are entitled upon such dissolution, liquidation or winding-up of the Corporation. If, upon any such dissolution, liquidation or winding up of the Corporation, the assets of the Corporation available for distribution to stockholders shall be insufficient to provide for the payment in full of the preference accorded to the Non-Voting Preferred Stock hereunder, then such assets shall be distributed ratably among the shares of Non-Voting Preferred Stock.

     (c) “Liquidation Event” means:

          (A) any consolidation or merger of the Corporation in which the Corporation is not the surviving entity, to the extent that (x) in connection therewith, the holders of Voting Common Stock and/or Non-Voting Common Stock of the Corporation receive as consideration, whether in whole or in part, for such Voting Common Stock and/or Non-Voting Common Stock, as applicable, (1) cash, (2) notes, debentures or other evidences of indebtedness or obligations to pay cash or (3) preferred stock of the surviving entity (whether or not the surviving entity is the Corporation) which ranks on a parity with or senior to the preferred stock received by holders of the Non-Voting Preferred Stock with respect to liquidation or dividends or (y) the holders of the Non-Voting Preferred Stock do not receive preferred stock of the surviving entity with rights, powers and preferences equal to (or more favorable to the holders than) the rights, pow ers and preferences of the Non-Voting Preferred Stock;

          (B) the sale, lease, transfer or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, except where such sale, lease, transfer or other disposition is to a wholly-owned subsidiary of the Corporation;

          (C) any Person (as defined below), or group of Persons acting in concert, other than the holders on the Date of Issuance becoming the beneficial owner, directly or indirectly, of in excess of 50% of the total voting power or equity interest in the Corporation or any successor thereto. As used in the preceding sentence, “voting power” in any Person shall mean the right to vote for the election of directors or other equivalent managing body of such Person or, if there are no such directors or managing body, the right to make material business decisions with respect to such Person; or

          (D) the first underwritten public offering and sale of the equity securities of the Corporation for cash pursuant to an effective registration statement (other than on Form S-4, Form S-8 or a comparable form) under the Securities Act of 1933, as amended.

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     (d) Preferences are not Participating. After the payment to the holders of the shares of Non-Voting Preferred Stock of the full preferential amounts provided for in this Section 6, the holders of shares of Non-Voting Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation solely by virtue of holding shares of Non-Voting Preferred Stock.

     Section 8. Pro Rata Distribution and Payments. For so long as any shares of Non-Voting Preferred Stock shall be outstanding, (i) no dividend or distribution, whether in cash, stock or other property, shall be paid, declared or set apart for payment or made (any such dividend or distribution, or payment thereof, or setting apart for payment therefor or declaration thereof, for purposes of this Certificate of Designations, a “Distribution”) on any date on or in respect of any Non-Voting Parity Stock and (ii) no payment shall be made by the Corporation on any date in respect of the redemption, purchase or other acquisition or retirement for value of shares of any Non-Voting Parity Stock (any such payment, for purposes of this Certificate of Designations, a “Payment”) un less, in each case, the holders of shares of Non-Voting Preferred Stock shall have received, where clause (i) applies, a corresponding Distribution and, where clause (ii) applies, a corresponding Payment, ratably with the holders of Non-Voting Parity Stock in proportion to the total amount to which the holders of all such shares of Non-Voting Preferred Stock and Non-Voting Parity Stock are entitled upon any such Distribution or Payment.

     Section 9. Transferability; Unit Certificates.

     (a) The Non-Voting Preferred Stock shall be evidenced in units (“Units”), each of which shall consist of 2.0445 shares of Non-Voting Common Stock (or such number of shares of Non-Voting Common Stock as may exist after any adjustment pursuant to transactions described in Section 6(e)(i)) and 1 share of Non-Voting Preferred Stock (the “Unit Ratio”). The shares of Non-Voting Preferred Stock and shares of Non-Voting Common Stock underlying the Units shall be transferable only in Units. The Non-Voting Preferred Stock may be certificated by the Board in the form of a Unit Certificate comprised of Non-Voting Common Stock and Non-Voting Preferred Stock in the aforementioned ratio. The form of the Unit Certificate shall be as prescribed by the Board from time to time.< /P>

     (b) A conversion pursuant to Section 6 or a repurchase for cash pursuant to Section 7(a) of any shares of Non-Voting Preferred Stock shall be effected through a recapitalization (within the meaning of section 368(a)(1)(E) of the Internal Revenue Code), pursuant to which any such shares of Non-Voting Preferred Stock and the shares of Non-Voting Common Stock with which they are represented by a Unit, shall be exchanged for shares of Non-Voting Common Stock to be certificated or reflected in book-entry form (representing the shares of Non-Voting Common Stock previously represented by a Unit) and the cash and/or property, if any, provided for under Section 7. The Non-Voting Preferred Stock and the Non-Voting Common Stock with which it is represented by a Unit will be treated, for tax purposes, as a single class of common stock with a preference on dividends and liquidation.

     (c) Upon any conversion under Section 6 or repurchase under Section 7(a), each holder of shares of Non-Voting Preferred Stock shall surrender to the Corporation at the place designated in the notice under Section 6, Section 7(a) or Section 7(d) (as the case may be) the

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Units (if certificated) evidencing shares of Non-Voting Preferred Stock to be repurchased (each a “Surrendered Unit”). As promptly as practical, and in any event within five Business Days after receipt by the Corporation of the Surrendered Units pursuant to the preceding sentence, the Corporation shall take all the necessary actions to certificate or reflect in book-entry form the number of shares of Non-Voting Common Stock to which each such holder shall be entitled, which number shall be equal to the number of shares of Non-Voting Common Stock that were certificated or reflected in book-entry form in the Surrendered Units delivered by such holder.

     Section 10. Definitions.

As used herein, the following terms shall have the following meanings:

     “Business Day” means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

     “Person” shall mean an individual, corporation, limited liability company, partnership, association, trust, estate, unincorporated organization or other entity or organization.

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     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Designation as of this 28th day of January, 2008.

HARRAH'S ENTERTAINMENT, INC.

By: /s/ Michael Cohen        

      Name: Michael Cohen

      Title: Vice President, Associate General

         Counsel and Corporate Secretary

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EX-99.1

EXHIBIT 99.1

HARRAH’S ENTERTAINMENT, INC. ANNOUNCES COMPLETION OF MERGER

     LAS VEGAS, January 28, 2008 -- Harrah’s Entertainment, Inc. (NYSE:HET) today announced the completion of its merger with Hamlet Merger Inc., a Delaware corporation. As a result of the merger, the issued and outstanding shares of non-voting stock of Harrah’s are owned by entities affiliated with Apollo Management, L.P. and TPG Capital, L.P. (together with certain co-investors and members of management) and the voting stock of Harrah’s is owned by Hamlet Holdings LLC, which is controlled by individuals affiliated with Apollo Management, L.P. and TPG Capital, L.P. The merger was completed pursuant to the Agreement and Plan of Merger dated as of December 19, 2006, among Hamlet Holdings LLC, Hamlet Merger Inc., and Harrah’s Entertainment, Inc. Harrah’s stockholders approved the merger and merger agreement at a special meeting held on April 5, 2007.

     As a result of the merger, Harrah’s stock will cease to trade on the New York Stock Exchange, the Chicago Stock Exchange and the Philadelphia Stock Exchange at the close of the market today.

     Under the terms of the merger agreement, Harrah’s stockholders are entitled to receive $90.00 in cash for each share of Harrah’s common stock that they hold. Mellon Investor Services, LLC, the paying agent will mail letters of transmittal to all Harrah’s stockholders of record with instructions on how to deliver their shares to the paying agent in exchange for payment of the merger consideration to be distributed shortly after closing. Stockholders of record should not surrender their stock certificates until they have completed the letter of transmittal. Stockholders who hold their shares in “street name” through a bank or broker should contact their bank or broker to determine what actions they must take to have their shares converted into cash, as such conversions will be handled by the bank or broker.

About Harrah’s Entertainment

Harrah's Entertainment, Inc. is the world's largest provider of branded casino entertainment. Since its beginning in Reno, Nevada 70 years ago, Harrah's has grown through development of new properties, expansions and acquisitions, and now owns or manages casinos on four continents. The company’s properties operate primarily under the Harrah’s(R), Caesars(R) and Horseshoe(R) brand names; Harrah’s also owns the London Clubs International family of casinos. Harrah's Entertainment is focused on building loyalty and value with its customers through a unique combination of great service, excellent products, unsurpassed distribution, operational excellence and technology leadership.

For more information, please visit: http://www.harrahs.com.

About Apollo

     Apollo was founded in 1990 and is among the most active and successful private investment firms in the United States in terms of both number of investment transactions completed and aggregate dollars invested. With current assets under management of $41 billion, Apollo and affiliates have managed the investment of more than $31 billion in equity capital, since inception, in a wide variety of industries, both domestically and internationally.

About TPG

     TPG is a private investment partnership that was founded in 1992 and currently has more than $35 billion of assets under management. Headquartered in Fort Worth, with offices in San Francisco, London, Hong Kong, New York, Minneapolis, Melbourne, Menlo Park, Mumbai, Shanghai, Singapore and Tokyo, TPG has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, joint ventures and restructurings. TPG seeks to invest in world-class franchises across a range of industries.

Forward-looking Statements

     This release includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain such words as “may,” “will,” “project,” “might,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue,” or “pursue,” or the negative or other variations thereof or comparable terminology. In particular, they include statements relating to, among other things, future actions, new projects, strategies, future performance, the outcomes of contingencies and future financial results of Harrah’s. These forward-looking statements are based on current expectations and projectio ns about future events.

     Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified and, consequently, the actual performance of Harrah's may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors, as well as other factors described in our reports filed with the Securities and Exchange Commission (including the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein): the outcome of any legal proceedings that have been, or will be, instituted against the Company related to the merger agreement; risks that the transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; the impact of th e substantial indebtedness to be incurred to finance the consummation of the merger; the effects of local and national economic, credit and capital market conditions on the economy in general, and on the gaming and hotel industries in particular; construction factors, including delays, increased costs for labor and materials, availability of labor and materials, zoning issues, environmental restrictions, soil and water conditions, weather and other hazards, site access matters and building permit issues; the effects of environmental and structural

building conditions relating to our properties; access to available and reasonable financing on a timely basis; the ability to timely and cost-effectively integrate acquisitions into our operations; changes in laws, including increased tax rates, regulations or accounting standards, third-party relations and approvals, and decisions of courts, regulators and governmental bodies; litigation outcomes and judicial actions, including gaming legislative action, referenda and taxation; the ability of our customer-tracking, customer loyalty and yield-management programs to continue to increase customer loyalty and same store sales or hotel sales; our ability to recoup costs of capital investments through higher revenues; acts of war or terrorist incidents or natural disasters; abnormal gaming holds; and the effects of competition, including locations of competitors and operating and market competition.

     Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. Harrah's disclaims any obligation to update the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date stated, or if no date is stated, as of the date of this press release.

Contact:	Jonathan Halkyard – Investors	Jacqueline Peterson – Media
	Harrah’s Entertainment, Inc.	Harrah’s Entertainment, Inc.
	(702) 407-6346	(702) 494-4829