Exhibit-10.1

                          HARRAH'S ENTERTAINMENT, INC.

                         SENIOR EXECUTIVE INCENTIVE PLAN

1.       PURPOSE

         1.1 This plan is an amendment and restatement of the Key Executive
Officer Incentive Plan originally adopted and approved in 1995. It is renamed
the Senior Executive Incentive Plan (the "Incentive Plan"). It is intended to
provide an incentive for superior work and to motivate eligible executives of
Harrah's Entertainment, Inc. (the "Company") toward even higher achievement and
business results, to tie their goals and interest to those of the Company and
its stockholders and to enable the Company to attract and retain highly
qualified executives. The Incentive Plan is for the benefit of covered
executives (as defined below). It is designed to ensure the bonuses paid under
the Plan to covered executives are deductible without limit under Section 162(m)
of the Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations and interpretations promulgated thereunder.

2.       COVERED EXECUTIVES

         2.1 From time to time, the Bonus Committee (as described below) may
select certain key executives who are or who at some future date may be "covered
employees" as defined in Section 162(m)(3) of the Code (the "covered
executives") to be eligible to receive bonuses hereunder. A person's status as a
covered executive for a plan year may be cancelled by the Bonus Committee if the
person is not a "covered employee" (as defined by regulations under Code Section
162(m)) on the last day of the plan year.

3.       THE BONUS COMMITTEE

         3.1 The "Bonus Committee" shall be appointed by the Company's Board of
Directors (the "Board") and shall consist of at least two members of the Board.
The members of the Bonus Committee shall qualify as "outside directors" under
Section 162(m) of the Code. The Bonus Committee shall have the sole discretion
and authority to administer and interpret the Incentive Plan pursuant to the
requirements of Section 162(m).





4.       BONUS DETERMINATIONS

         4.1 A covered executive may receive a bonus payment under the Incentive
Plan for a plan year based upon the attainment of performance objectives which
are established by the Bonus Committee and relate to one or more of the
following corporate business criteria (the "Performance Goals"): the Company's
pre-tax income, operating income, cash flow, earnings per share, return on
equity, return on invested capital or assets, market share, funds from
operations, appreciation in the fair market value of the Company's stock, cost
reductions or savings, or earnings before any one or more of the following
items: interest, taxes, depreciation, amortization or extraordinary items.

         4.2 Any bonuses paid to covered executives under the Incentive Plan
shall be based upon objectively determinable bonus formulas that tie such
bonuses to one or more objective performance objectives relating to the
Performance Goals. Bonus formulas for covered executives shall be adopted in
each performance period by the Bonus Committee no later than the latest time
permitted by Section 162(m) of the Code (for performance periods of one year, no
later than 90 days after the commencement of the plan year). No bonuses will be
paid to covered executives unless and until the Bonus Committee makes a
certification in writing with respect to the attainment of the performance
objectives as required by Section 162(m) of the Code. Although the Bonus
Committee may in its sole discretion reduce a bonus payable to a covered
executive pursuant to the applicable bonus formula, the Bonus Committee shall
have no discretion to increase the amount of a covered executive's bonus as
determined under the applicable bonus formula.

         4.3 The maximum bonus payable to a covered executive under the
Incentive Plan shall not exceed $5,000,000 with respect to any plan year.
Bonuses will be payable by March 15 of the year following the plan year.

         4.4 The payment of a bonus to a covered executive with respect to a
performance period shall be conditioned upon the covered executive's employment
by the Company on the last day of the performance period, provided, however, the
Bonus Committee may make exceptions to this requirement, in its sole discretion,
in the case of a covered executive's retirement, death or disability.





5.       AMENDMENT AND TERMINATION

         5.1 The Bonus Committee reserves the right to amend or terminate the
Incentive Plan at any time in its sole discretion. Any amendments to the
Incentive Plan shall require stockholder approval only to the extent required by
Section 162(m) of the Code.

6.       STOCKHOLDER APPROVAL

         6.1 No bonuses shall be paid under the Incentive Plan unless and until
the Company's stockholders have approved the Incentive Plan and the Performance
Goals as required by Section 162(m) of the Code. So long as the Incentive Plan
shall not have been previously terminated by the Company, it shall be
resubmitted for approval by the Company's stockholders in the fifth year after
it shall have first been approved by the Company's stockholders, and every fifth
year thereafter. In addition, the Incentive Plan shall be resubmitted to the
Company's stockholders for approval as required by Section 162(m) of the Code if
it is amended in any way which changes the material terms of the Plan's
Performance Goals, including by materially modifying the Performance Goals,
increasing the maximum bonus payable under the Incentive Plan or changing the
Plan's eligibility requirements.

7.       LEGAL REQUIREMENTS

         7.1 The Incentive Plan is intended to comply with Section 162(m) of the
Code, as amended from time to time, and any required provisions of Section
162(m) and the regulations thereunder shall govern the Incentive Plan.