Exhibit 10.2

                    Amendment dated as of February 21, 2001,
               to the Harrah's Entertainment, Inc. ("the Company")
                Executive Deferred Compensation Plan (the "Plan")


         Pursuant to approval granted by the Human Resources Committee of the
Company's Board of Directors on February 21, 2001, Section 10.3 of the Plan is
amended to add the following provision at the end of that Section:

         "Notwithstanding the above, the Company acting by the EDCP Committee or
         its designates may authorize a Participant or Beneficiary to transfer
         part or all of any Account balance under this Plan to the Company's
         Executive Supplemental Savings Plan. Such transfer must be specified as
         a percentage in increments of 1% and a transfer percentage will apply
         to each deferral year's balance as of the transfer date including being
         applied to deferred amounts, accrued interest and vested and unvested
         accrued matching contributions. For the period from the preceding
         January 1 to the date of the transfer, interest will accrue based on
         the interest rate applicable or approved for that accrual period (not
         the interest rate for the previous year). The times and other
         administrative terms and conditions of any such transfer and the
         interpretation of this Section 10.3 will be determined by the EDCP
         Committee or its designates. Upon the transfer by a Participant of any
         percentage of a Termination Account (for a participant not vested in
         the Retirement Account), the transfer will only apply to the
         Termination Account and an equal percentage of the Retirement Account
         (including the applicable percentages of deferred amounts, accrued
         interest and vested and unvested accrued matching contributions for
         each deferral year) will be eliminated and will be deemed null and void
         under this Plan and all rights thereto will be waived. Upon any
         transfer of any part or all of any Account to the Executive
         Supplemental Savings Plan, the Participant or Beneficiary will have no
         further rights under this Plan as to the amounts transferred including
         no further rights under this Plan to vesting, death benefits or any
         other rights to the Retirement Account or Termination Account under
         this Plan regarding such transferred amount. Amounts not transferred
         will continue to be governed by this Plan."


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         IN WITNESS WHEREOF, this amendment has been executed as of the 21st day
of February, 2001.

                                       Harrah's Entertainment, Inc.


                                       By:/s/ ELAINE LO
                                          --------------
                                          Elaine Lo, Vice President
                                          Compensation and Benefits


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