PARK PLACE ENTERTAINMENT CORP
EXHIBIT10.35
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<TYPE>EX-10.35
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<DESCRIPTION>EXHIBIT10.35
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<P ALIGN="RIGHT"><FONT SIZE=2><B>Exhibit 10.35  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>THE RESTATED<BR>
PARK PLACE ENTERTAINMENT CORPORATION<BR>
EXECUTIVE DEFERRED COMPENSATION PLAN<BR>
As Restated and Amended Effective January&nbsp;1, 2002  </B></FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><B> THE RESTATED<BR>
PARK PLACE ENTERTAINMENT CORPORATION<BR>
EXECUTIVE DEFERRED COMPENSATION PLAN  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, Park Place Entertainment Corporation (the "Company") established the Park Place Entertainment Corporation Executive Deferred Compensation Plan (the
"Plan") effective January&nbsp;1, 1999 in order to provide supplemental retirement income benefits for a select group of management and highly compensated employees of the Company and affiliated
employers of the Company participating under the Plan, through deferrals of salary and through the contributions to be made by the Company and the participating employers; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Plan is intended to be an unfunded arrangement for the purposes of providing deferred compensation for a select group of management or highly compensated employees for
purposes of Title I of the Employee Retirement Income Security Act of 1974; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Company has previously amended and restated the Plan effective as of January&nbsp;1, 2000; and </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Company now wishes to again amend and restate the Plan effective as of January&nbsp;1, 2002 in order to reflect certain changes in the design and operation of the Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, the Plan is hereby amended and restated as follows: </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><I>ARTICLE I<BR>
TITLE AND DEFINITIONS  </I></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.1&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Title.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Plan shall be known as the Park Place Entertainment Corporation Deferred Compensation Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.2&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Definitions.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Whenever
the following words and phrases are used in this Plan, with the first letter capitalized, they shall have the meanings specified below. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Account"
or "Accounts" shall mean a Participant's Deferral Account and/or Company Contribution Account. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Base
Compensation" shall mean the total salary, gratuities and commissions that are payable by the Employer to the Eligible Employee in a Plan Year. Base Compensation shall not include
any bonuses that are payable to an Eligible Employee. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Base
Compensation Company Contribution Amount" shall mean the amount described in paragraph&nbsp;(b) of Section&nbsp;4.2. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Beneficiary"
or "Beneficiaries" shall mean the person or persons, including a trustee, personal representative or other fiduciary, last designated in writing by a Participant in
accordance with procedures established by the Committee to receive the benefits specified hereunder in the event of the Participant's death. No Beneficiary designation shall become effective until it
is filed with the Committee. If there is no Beneficiary designation in effect, or if there is no surviving designated Beneficiary, then the Participant's surviving spouse shall be the Beneficiary. If
there is no surviving spouse to receive any benefits payable in accordance with the preceding sentence, the participant's estate shall be the Beneficiary. In the event any amount is payable under the
Plan to a minor, payment shall not be made to the minor, but instead be paid (1)&nbsp;to that person's living parent(s) to act as custodian, (2)&nbsp;if that person's parents are then divorced,
and one parent is the sole custodial parent, to </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>1</FONT></P>

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such custodial parent, or (3)&nbsp;if no parent of that person is then living, to a custodian selected by the Committee to hold the funds for the minor under the Uniform Transfers or Gifts to
Minors Act in effect in the jurisdiction in which the minor resides. If no parent is living and the Committee decides not to select another custodian to hold the funds for the minor, then payment
shall be made to the duly appointed and currently acting guardian of the estate for the minor or, if no guardian of the estate for the minor is duly appointed and currently acting within
60&nbsp;days after the date the amount becomes payable, payment shall be deposited with the court having jurisdiction over the estate of the minor. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Board
of Directors" or "Board" shall mean the Board of Directors of the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Bonus
Compensation" shall mean any compensation designated as a bonus that is payable by the Employer to the Eligible Employee in a Plan Year. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Bonus
Compensation Company Contribution Amount" shall mean the amount described in paragraph&nbsp;(c) of Section&nbsp;4.2. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Change
in Control" shall mean the first to occur of any of the following events: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;The
acquisition by any individual, entity or group (within the meaning of Section&nbsp;13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule&nbsp;13d-3 promulgated under the Exchange Act) of 20% or more of either (i)&nbsp;the then outstanding
shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii)&nbsp;the combined voting power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a
Change of Control: (i)&nbsp;any acquisition directly from the Company, (ii)&nbsp;any acquisition by the Company, (iii)&nbsp;any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company, or any corporation controlled by the Company or (iv)&nbsp;any acquisition by
any corporation pursuant to a transaction which complies with clauses (i), (ii)&nbsp;and (iii)&nbsp;of subsection (c); or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;Individuals
who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the board; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;Consummation
of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Business
Combination"), in each case, unless, following such Business Combination, (i)&nbsp;all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 70% of, respectively, the
then outstanding shares of common stock and the combined voting power or the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including, without limitation, a corporation, which as a result of such transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be, (ii)&nbsp;no Person (excluding any </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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employee benefit plan (or related trust) of such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that
such ownership existed prior to the Business Combination and (iii)&nbsp;at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;Approval
by the shareholders of the Company of a complete liquidation or dissolution of the Company. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Caesars
Plan Account" shall mean the separate bookkeeping account maintained by the Committee for certain Participants in accordance with Section&nbsp;1 of Appendix&nbsp;A. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Code"
shall mean the Internal Revenue Code of 1986, as amended. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Committee"
shall mean the Committee appointed by the Board to administer the Plan in accordance with Article&nbsp;IX. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Company"
shall mean Park Place Entertainment Corporation, and any successor corporation. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Company
Contribution Account" shall mean the separate bookkeeping account maintained by the Committee for each Participant in accordance with Section&nbsp;4.2. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Compensation"
shall mean the total Base Compensation and Bonus Compensation that is payable by the Employer to the Eligible Employee in a Plan Year. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Competitor"
shall mean any employer or person who is in the same primary business or provides the same primary services as those primarily conducted or provided by the Company and all
other Employers, considered as a single enterprise, as reasonably determined by the Committee. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Deferral
Account" shall mean the separate bookkeeping account maintained by the Committee for each Participant in accordance with Section&nbsp;4.1. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Disabled"
or "Disability" shall mean that a Participant is disabled due to sickness or injury which qualifies the Participant for disability payments under the Employer's long term
disability plan. A Participant shall be considered totally and permanently disabled on the date he or she qualifies for such long term disability payments. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Effective
Date" shall mean January&nbsp;1, 1999. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Eligible
Employee" shall mean (i)&nbsp;any Employee who participated or was eligible to participate in the Hilton Plan on December&nbsp;31, 1998, (ii)&nbsp;any Employee who is an
officer of the Employer at the Vice President level or higher, and (iii)&nbsp;any other officers and highly compensated Employees who are designated by the Committee (or its delegate) in its sole
discretion to participate in the Plan pursuant to Section&nbsp;2.1. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Employee"
shall mean an employee of an Employer. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Employer"
or "Employers" shall mean individually or collectively as may be stated or indicated from the context, the Company or any subsidiary or affiliate of the Company which is
designated by the Board to be a participating Employer in the Plan and which adopts the Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Fund"
or "Funds" shall mean one or more of the investments selected by the Committee pursuant to Section&nbsp;3.2(a). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Hilton
Plan" shall mean the Hilton Hotels Executive Deferred Compensation Plan as in effect on December&nbsp;31, 1998. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Participant"
shall mean any Eligible Employee who either (i)&nbsp;was a "Participant" in the Hilton Plan (as such term is defined in Section&nbsp;1.2 of the Hilton Plan) on
December&nbsp;31, 1998, (ii)&nbsp;was a Participant in the Plan on the Restatement Effective Date or (iii)&nbsp;elects to defer Compensation in accordance with Section&nbsp;3.1. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Plan"
shall mean the restated Park Place Entertainment Corporation Executive Deferred Compensation Plan set forth herein, as amended from time to time. It is intended that the Plan be
an unfunded arrangement for the purposes of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income
Security Act of 1974. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Plan
Year" shall mean the 12 consecutive month period beginning on each January&nbsp;1. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Restatement
Effective Date" shall mean January&nbsp;1, 2002. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Year
of Vesting Service" shall mean as follows: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;For
Plan Years commencing prior to January&nbsp;1, 2000, any Plan Year in which a Participant is both (i)&nbsp;credited with 1,000 Hours of Service in accordance
with the provisions of the tax-qualified plan maintained by the Participant's Employer and (ii)&nbsp;employed by an Employer on December&nbsp;31 of such Plan Year. For purposes of this
provision, Hours of Service shall be given the same meaning as in such tax-qualified plan. Any period of time during which a Participant was employed by (i)&nbsp;Hilton Hotels
Corporation or any affiliate thereof prior to the Effective Date, (ii)&nbsp;Bally Entertainment Corp. or any affiliate thereof ("Bally") prior to Bally being merged with the Hilton Hotels
Corporation or (iii)&nbsp;Grand Casinos,&nbsp;Inc. or any affiliate thereof prior to the Effective Date, shall be considered as employment with an Employer for purposes calculating such
Participant's Years of Vesting Service under the Plan; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;For
Plan Years commencing on or after January&nbsp;1, 2000, any Plan Year during which a Participant has been employed by one or more Employers throughout such Plan
Year (January&nbsp;1 through December&nbsp;31); provided however, that any Participant who is first eligible to defer Compensation under the Plan after January&nbsp;1 of a Plan Year shall be
credited with a Year of Vesting Service for such Plan Year, if such Participant is employed by one or more Employers from the date on which he or she is first eligible to defer Compensation through
December&nbsp;31 of such Plan Year. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2><I>ARTICLE II<BR>
PARTICIPATION  </I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Participation.</I></FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;Any
Eligible Employee who was a participant in the Hilton Plan on December&nbsp;31, 1998 became a Participant in the Plan on the Effective Date. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;Any
Eligible Employee who is a Participant in the Plan on the Restatement Effective Date shall continue as a Participant subject to the terms hereunder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;Any
Eligible Employee who is not a Participant on the Restatement Effective Date shall become a Participant in the Plan by electing to defer a portion of his or her
Compensation in accordance with Section&nbsp;3.1. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2><I>ARTICLE III<BR>
DEFERRAL ELECTIONS  </I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.1&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Elections to Defer Base Compensation.</I></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;Each
Eligible Employee may elect to defer up to 100% of their Base Compensation by filing with the Committee an election that conforms to the requirements of this
Section&nbsp;3.1, on a form provided by the Committee, prior to the last business day of the year preceding the Plan Year for which the election is to become effective (or such earlier date as the
Committee may in its sole discretion determine). Persons who first become Eligible Employees on or after January&nbsp;1, but before July&nbsp;1 of any Plan Year, may elect to defer Base
Compensation effective July&nbsp;1 of such Plan Year by filing with the Committee an election that conforms to the requirements of this Section&nbsp;3.1, on a form provided by the Committee, no
later than June&nbsp;1 of such Plan Year (or such earlier date as the Committee in its sole discretion may determine). Persons who were employed by Caesars World,&nbsp;Inc. or any affiliate
thereof immediately prior to the acquisition of Caesars World,&nbsp;Inc. and its affiliates by the Company, and who become Eligible Employees prior to July&nbsp;1, 2000, may elect to defer Base
Compensation effective as of July&nbsp;1, 2000 by filing with the Committee an election that conforms to the requirements of this Section&nbsp;3.1, on a form provided by the Committee, no later
than June&nbsp;30, 2000 (or such earlier date as the Committee in its sole discretion may determine). Notwithstanding the foregoing, no Eligible Employee shall be permitted to defer Base
Compensation which the Committee (or its delegate) reasonably determines is required to pay the Eligible Employee's portion of payroll taxes and contributions towards benefits provided to the Eligible
Employee and his or her dependents. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;Any
deferral election made under paragraph&nbsp;(a) of this Section&nbsp;3.1 shall remain in effect and be irrevocable, notwithstanding any change in the
Participant's Base Compensation, for the entire Plan Year for which it is effective. Subject to the provisions of this Section&nbsp;3.1, a Participant shall file&nbsp;a new election each year with
the Committee prior to the last business day of such year (or such earlier date as the Committee in its sole discretion may determine), for Base Compensation earned during the Plan Year beginning on
January&nbsp;1, of the immediately following year. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;Notwithstanding
the above, if the Committee in its sole discretion determines that a Participant has incurred a financial hardship during a Plan Year, such Participant
may file&nbsp;a new election with the Committee, on a form provided by the Committee, during such Plan Year to terminate his or her Base Compensation deferral election then in effect, thereby
reducing such Participant's Base Compensation deferral percentage for the remainder of the Plan Year to 0%. If such an election is made, the Participant shall make no further deferrals under this Plan
for that Plan Year. Such election shall be valid as soon as administratively feasible following its receipt by the Committee. For purposes of the foregoing, a financial hardship shall generally be
limited to a need for funds for any of the following purposes: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;Unreimbursed
medical expenses described in Section&nbsp;213(d) of the Code incurred by the Participant, the Participant's spouse, or any dependents of the Participant
(as defined in Section&nbsp;152 of the Code); </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;Purchase
(excluding mortgage payments) of a principal residence for the Participant; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;Payment
of tuition and related educational fees (including room and board) for the next 12&nbsp;months of post-secondary education for the Participant or
his spouse, children, or dependents; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;Prevention
of the eviction of the Participant from his principal residence or foreclosure on the mortgage on his principal residence; and </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;Any
other circumstances recognized by the Committee, in its sole discretion, as constituting a financial hardship. </FONT></P>

</UL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.2&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Elections to Defer Bonus Compensation.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Eligible Employee may separately elect to defer up to 100% of their Bonus Compensation by filing with the Committee an election that conforms to the requirements of this
Section&nbsp;3.2, on a form provided by the Committee, prior to the last business day of the year preceding the Plan Year in which the Bonus Compensation is payable to the Eligible Employee (or such
earlier date as the Committee may in its sole discretion determine). Notwithstanding the foregoing, no Eligible Employee shall be permitted to defer any portion of their Bonus Compensation which the
Committee (or its delegate) reasonably determines is required to pay the Eligible Employee's portion of payroll taxes and contributions towards benefits provided to the Eligible Employee and his or
her dependents. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.3&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Investment Elections.</I></FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;At
the time of making the deferral elections described in Section&nbsp;3.1 and 3.2, the Participant shall designate, in a manner prescribed by the Committee, the Funds
in which the Participant's Accounts shall be deemed to be invested for purposes of determining the amount of earnings to be credited, and/or losses to be debited, to such Accounts under
Article&nbsp;IV. The Funds shall consist of the investment vehicles selected by the Committee from time to time in its sole discretion. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;In
making the designation pursuant to this Section&nbsp;3.3, the Participant may specify that all or any whole percentage of his Accounts be deemed to be invested in
one or more of the Funds. A Participant may change the designation made under this Section&nbsp;3.3, in a manner prescribed by the Committee, effective as of the next business day following the date
on which such change is made. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;Notwithstanding
any other provision of this Plan that may be interpreted to the contrary, the Funds are to be used only for purposes of determining the amount of
earnings to be credited and/or losses to be debited to a Participant's Account, and a Participant's designation of any such Fund, the allocation to his or her Accounts thereof, the calculation of
earnings and the crediting or debiting of such earnings to a Participant's Accounts shall not be considered or construed in any manner as an actual investment of his or her Accounts in any such Fund.
In the event that the Company or any trustee of a Trust described in Section&nbsp;6.6, in its sole discretion, decides to invest any amounts in any or all of the Funds, no Participant shall have any
rights in or to such investments themselves. Without limiting the foregoing, a Participant's Accounts shall at all times be a bookkeeping entry only and shall not represent any investment made on his
or her behalf by the Company or any trustee. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;Notwithstanding
the foregoing provisions of this Section&nbsp;3.3, the Committee may retain the overriding discretion regarding the Participant's designation of Funds
under this Section&nbsp;3.3. If a Participant fails to designate any Fund under this Section&nbsp;3.3, the Participant shall be deemed to have designated a money market Fund. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;Each
Participant shall bear full responsibility for all results associated with his or her designation of Funds under this Section&nbsp;3.3, and neither the Employer
nor the Committee shall have any responsibility or liability with respect to any Participant's designation of such Funds. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2><I>ARTICLE IV<BR>
ACCOUNTS  </I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Deferral Account.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Committee shall establish and maintain a Deferral Account for each Participant under the Plan. Each Participant's Deferral Account shall be further divided into separate subaccounts </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

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<BR>

<P><FONT SIZE=2>
("subaccounts"), each of which corresponds to a Fund elected by the Participant pursuant to Section&nbsp;3.3(a). A Participant's Deferral Account shall be credited as follows: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;If
a Participant was a participant in the Hilton Plan on December&nbsp;31, 1998, the subaccounts of the Participant's Deferral Account were credited with an amount
equal the value of his or her "Deferral
Account" under the Hilton Plan (as such term is defined in Section&nbsp;1.2 of the Hilton Plan) as of&nbsp;&nbsp;&nbsp;&nbsp;December&nbsp;31, 1998; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;As
soon as practicable after the last day of each payroll period, the subaccounts of the Participant's Deferral Account shall be credited with an amount equal to the
Base Compensation deferred by the Participant during such payroll period in accordance with the Participant's elections under Section&nbsp;3.l(a) and Section&nbsp;3.3(a); that is, the portion of
the Participant's Base Compensation that the Participant has elected to defer and be deemed invested in a certain Fund shall be credited to the subaccount corresponding to that Fund; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;As
soon as practicable after the day on which Bonus Compensation would be payable to a Participant, the subaccounts of the Participant's Deferral Account shall be
credited with an amount equal to the portion of the Bonus Compensation deferred by the Participant in accordance with the Participant's elections under Section&nbsp;3.2 and Section&nbsp;3.3(a);
that is, the portion of the Participant's Bonus Compensation that the Participant has elected to defer and be deemed invested in a certain Fund shall be credited to the subaccount corresponding to
that Fund; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;Each
subaccount of a Participant's Deferral Account shall be credited with earnings and debited with losses at the time and in a manner determined by the Committee. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.2&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Company Contribution Account.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Committee shall establish and maintain a Company Contribution Account for each Participant under the Plan. Each Participant's Company Contribution Account shall be further divided
into separate subaccounts corresponding to the Fund elected by the Participant pursuant to Section&nbsp;3.3(a). A Participant's Company Contribution Account shall be credited in accordance with the
following provisions: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;If
a Participant was a participant in the Hilton Plan on December&nbsp;31, 1998, the subaccounts of the Participant's Company Contribution Account were credited with
an amount equal the value of his or her "Company Contribution Account" under the Hilton Plan (as such term is defined in Section&nbsp;1.2 of the Hilton Plan) as of December&nbsp;31, 1998; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;As
soon as practicable after the last day of each payroll period, the subaccounts of the Participant's Company Contribution Account shall be credited with an amount
equal to the portion of the Base Compensation Company Contribution Amount, if any, which the Participant elected to be deemed to be invested in a specific Fund. A Participant's Base Compensation
Company Contribution Amount for any payroll period shall be equal to 50% of the Base Compensation deferred by the Participant during such payroll period in accordance with the Participant's election
under Section&nbsp;3.l(a), disregarding any such deferral in excess of 10% of the Participant's Base Compensation for such payroll period; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;As
soon as practicable after the day on which Bonus Compensation would be payable to a Participant, the subaccounts of the Participant's Company Contribution Account
shall be credited with an amount equal to the portion of the Bonus Compensation Company Contribution Amount, if any, which the Participant elected to be deemed to be invested in a specific Fund. A
Participant's Bonus Compensation Company Contribution Amount with respect to any Bonus Compensation shall be equal to 50% of portion of the Bonus Compensation deferred by the Participant in accordance
with the Participant's election under Section&nbsp;3.2, disregarding any such deferral in excess of 10% of the Participant's Bonus Compensation; </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

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<UL>
<BR>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;Each
subaccount of a Participant's Company Contribution Account shall be credited with earnings or debited with losses at the time and in a manner determined by the
Committee; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;As
of the date on which a Participant receives or commences to receive the payment of the amount credited to his or her Accounts, the amount of any forfeitures that
occur under Section&nbsp;5.2 with respect to any such Participant's Company Contribution Account shall be subtracted from his or her Company Contribution Account; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
the above paragraphs of this Section&nbsp;4.2, from time to time and in its sole discretion, the Committee (or its delegate) may provide that
additional Base Compensation Company Contribution Amounts and/or Bonus Compensation Company Contribution Amounts shall be credited to some or all Participants according to the terms and conditions
determined by the Board; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;Notwithstanding
the above paragraphs of this Section&nbsp;4.2, the Committee (or its delegate) may in its sole discretion determine that a Participant's Accounts shall
not be credited with any Base Compensation Company Contribution Amounts and/or any Bonus Compensation Company Contribution Amounts. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2><I>ARTICLE V<BR>
VESTING  </I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.1&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Deferral Account.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
Participant's Deferral Account shall be 100% vested at all times. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.2&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Company Contribution Account.</I></FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;Amounts
that are credited to a Participant's Company Contribution Account prior to January&nbsp;1, 2000 shall become nonforfeitable in the following increments:
(1)&nbsp;25% upon the Participant's completion of two Years of Vesting Service, (2)&nbsp;an additional 25% (50% total) upon completion of three Years of Vesting Service, (3)&nbsp;an additional
25% (75% total) upon completion of four Years of Vesting Service, and (4)&nbsp;in its entirety after the Participant's completion of five Years of Vesting Service. Notwithstanding the foregoing, any
amounts credited to a Participant's Company Contribution Account that are attributable to "Company Matching Contributions" (as such term was defined in the Bally Entertainment Corporation Management
Retirement Savings Plan (the "Bally Plan")) that were credited to such Participant under the Bally Plan prior to 1997, shall become nonforfeitable in accordance with the vesting schedule provided for
under the Bally Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;Effective
for Plan Years commencing on or after January&nbsp;1, 2000, a Participant shall vest in the Base Compensation Company Contribution Amount and Bonus
Compensation Company Contribution Amount (collectively the "Company Contribution Amount") that are credited to the Participant's Company Contribution Account in a Plan Year (plus earnings thereon),
upon the completion of the applicable vesting period for such Company Contribution Amount. The vesting period for each Plan Year's Company Contribution Amount shall commence with the Plan Year in
which the Company Contribution Amount is credited, with the Participant vesting in (i)&nbsp;33<SUP>1</SUP>/<SMALL>3</SMALL>% of the applicable Company Contribution Amount upon being credited with a Year of
Vesting Service (as defined under paragraph&nbsp;(b) of the definition of Year of Service) for the Plan Year for which the Company Contribution Amount is credited, (ii)&nbsp;33<SUP>1</SUP>/<SMALL>3</SMALL>%
of the applicable Company Contribution Amount upon being credited with a Year of Vesting Service for the immediately following Plan Year and (iii)&nbsp;33<SUP>1</SUP>/<SMALL>3</SMALL>% of the applicable
Company Contribution Amount upon being credited with a Year of Vesting Service for the next following Plan Year. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>8</FONT></P>

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<UL>
<BR>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;Notwithstanding
paragraphs (a)&nbsp;and (b)&nbsp;of this Section&nbsp;5.2, a Participant's Company Contribution Account shall become 100% vested should:
(1)&nbsp;the Participant die while employed by the Employer, (2)&nbsp;the Participant become Disabled while employed by the Employer, or (3)&nbsp;there occur a Change of Control. If a
Participant retires on or after attaining age 55 and does not become employed by a Competitor during the six month period immediately following his or her retirement (the "Six Month Period"), such
Participant's Company Contribution Account shall become 100% vested upon the completion of the Six-Month Period (irrespective of the form of payment elected by the Participant) and such
Participant shall receive or commence to receive payment of the amount credited to his or her Accounts in accordance with Section&nbsp;6.l(e). </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;If
a Participant who is not 100% vested in his or her Company Contribution Account retires on or after attaining age 55 and becomes employed by a Competitor during the
Six-Month Period, the portion of such Participant's Company Contribution Account which is not vested shall immediately be forever forfeited and the Employer shall have no obligation to the
Participant (or Beneficiary) with respect to such forfeited amount. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;If
a Participant who is not 100% vested in his or her Company Contribution Account receives or commences to receive the payment of the amount credited to his or her
Accounts, the portion of such Participant's Company Contribution Account which is not vested shall immediately be forever forfeited and the Employer shall have no obligation to the Participant (or
Beneficiary) with respect to such forfeited amount. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;The
Committee shall have the sole and absolute discretion to waive, limit, or condition any forfeiture of benefits under this Section&nbsp;5.2 with respect to any
Participant. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2><I>ARTICLE VI<BR>
DISTRIBUTIONS AND WITHDRAWALS  </I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.1&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Distribution of Deferred Compensation.</I></FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;A
Participant may elect, on the form provided by the Committee to defer Compensation under Section&nbsp;3.1 and Section&nbsp;3.2, to receive one of the optional
forms of payment described in Section&nbsp;6.1(c). If such an election is made in a timely fashion, as set forth in Section&nbsp;6.1(c), it shall be effective for all of the Participant's
Accounts, subject to the Participant timely electing a new optional form of payment pursuant to Section&nbsp;6.l(c). </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;The
amount credited to a Participant's Deferral Account and the vested portion of the amount credited to his or her Company Contribution Account shall be paid to the
Participant in the form of payment that the Participant has timely elected (or, in the case of the Participant's death, to the Participant's Beneficiary in accordance with Article&nbsp;VII). If no
such timely election is made, the payment shall be made in the form of a cash lump sum payment generally within 180&nbsp;days following the Participant's termination of employment. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;A
Participant may elect one of the following optional forms of payment provided that such optional form of payment may not be made or commence before his or her
termination date: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;A
lump sum payment which shall be paid generally within 180&nbsp;days of the Participant's termination of employment, or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;Substantially
equal annual installments over five, ten, or fifteen years, to begin generally within 180&nbsp;days of the Participant's termination of employment. </FONT></P>

</UL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
Participant's election is timely only if the election is filed with the Committee in the manner prescribed by the Committee at least one year prior to the date the Participant's
employment with the Company terminates; provided, however, that if a Participant has elected, but not yet commenced to </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>9</FONT></P>

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<P><FONT SIZE=2>
receive, installment payments and the Committee, in its sole discretion, determines that the Participant has incurred a financial hardship (as described in Section&nbsp;3.1(c)), the Committee may
in its sole discretion allow such Participant to receive payment of his vested Accounts in a single lump sum payment. </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;If
installment payments are paid to a Participant under this Plan, the unpaid portion of a Participant's vested Accounts shall continue to be credited monthly with
earnings and/or losses pursuant to Article&nbsp;IV of the Plan until all amounts credited to his or her Accounts under the Plan have been distributed. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;If
a Participant becomes 100% vested in his or her Company Contribution Account under Section&nbsp;5.2(c) on account of the Participant's retirement on or after
attaining age 55, then, notwithstanding paragraphs (b)&nbsp;and (c)&nbsp;of this Section&nbsp;6.1, such Participant shall receive or commence to receive payment of the amount credited to his or
her Deferral Account and Company Contribution Account as soon as administratively feasible following completion of the six month period which follows such Participant's retirement (or any longer or
shorter period which the Committee in its sole discretion may determine). </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.2&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Inability to Locate Participant.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event that the Committee is unable to locate a Participant or Beneficiary within two years following the date the Participant was to commence receiving payment, the entire amount
allocated to the Participant's Deferral Account and Company Contribution Account shall be forfeited. If, after such forfeiture, the Participant or Beneficiary later claims such benefit, such benefit
shall be reinstated without interest or earnings from the date payment was to commence under Section&nbsp;6.1. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.3&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Withdrawals.</I></FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;Effective
January&nbsp;1, 2002, any Participant may request a withdrawal of his vested Account as set forth in this Section&nbsp;6.3 prior to termination of
employment. Such withdrawal shall be taken in a lump sum payment. The Participant shall forever forfeit 6% of the amount of any withdrawal made prior to termination of employment and neither the
Company nor the Employer shall have any obligation to the Participant (or Beneficiary) with respect to such forfeited amount. Such forfeiture shall reduce the amount of the withdrawal that is received
by the Participant. Effective July&nbsp;1, 2002, any withdrawal under this Section&nbsp;6.3 shall be limited to $1,000,000 prior to taking into account the forfeiture imposed on the Participant in
connection with such withdrawal. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;Any
Participant who makes a withdrawal under paragraph&nbsp;(a) shall be suspended from deferring Base Compensation and Bonus Compensation for the remainder of the
Plan Year in which the withdrawal is taken and for the complete Plan Year which immediately follows such Plan Year. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;The
Committee may in its sole discretion impose other penalties and/or suspensions in connection with a withdrawal that is taken by a Participant under this Section
prior to the Participant's termination of employment. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;Notwithstanding
anything contained herein to the contrary, no withdrawal may be made under this Section to the extent that such withdrawal, after taking into account all
other compensation paid to the Participant by the Company and/or its affiliates, would not be deductible by the Company and/or its affiliates under Section&nbsp;162(m) of the Code. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.4&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Loans.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There
shall be no loans permitted under the Plan. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>10</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.5&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Distributions on Disability.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
a Participant becomes Disabled, such Participant's vested Account shall be distributed pursuant to Section&nbsp;6.1(b). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.6&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Early Distributions.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
any provision of this Plan to the contrary, payments to Participants and Beneficiaries shall be made before such payments are otherwise due under the terms of this Plan
if the Employer determines, based on a change in the tax or revenue laws of the United States of America, a published ruling or similar announcement issued by the Internal Revenue Service, a
regulation issued by the Secretary of the Treasury or his delegate, a decision by a court of competent jurisdiction involving a Participant or Beneficiary, or a closing agreement involving a
Participant or Beneficiary made under Section&nbsp;7121 of the Code that is approved by the Commissioner, that a Participant or Beneficiary has recognized or will recognize income for state, local
or federal income tax purposes with respect to amounts that are or will be payable to the Participant or Beneficiary under the Plan before they otherwise would be paid to the Participant or
Beneficiary. The payments to be made pursuant to the preceding sentence shall not exceed the tax estimated to be due with respect to the amount of income described therein that is recognized or to be
recognized by a Participant or Beneficiary prior to the receipt of payments under this Plan, and shall be made at the time income is recognized by the Participant or Beneficiary or as soon as possible
thereafter. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.7&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Trust.</I></FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;The
Company may make contributions to a trust (hereinafter referred to as the "Trust") in such amounts as are determined by the Committee to be necessary to provide for
the payment to the Participants of the benefits which are the responsibility of the Company and other Employers under this Plan. The Trust is intended to be a grantor trust within the meaning of
subpart E, part&nbsp;I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended (the "Code"), and shall be construed accordingly. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;A
Participant shall have no preferred claim on, or any beneficial interest in, any assets of the Trust. Any assets held by the Trust shall be subject to (i)&nbsp;the
claims of general creditors of the Company and (ii)&nbsp;the claims of general creditors of each Employer other than the Company (but only to the extent of the assets of the Trust and earnings
thereon attributable to the Participants employed by such Employer), under Federal and state law in the event of the "insolvency" of the Company or other Employer, </FONT> <FONT SIZE=2><I>i.e.</I></FONT><FONT SIZE=2>, the Company or other Employer is
unable to pay its debts as they become due or is subject to a pending proceeding as a debtor under the United
States Bankruptcy Code. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2><I>ARTICLE VII<BR>
DEATH BENEFITS  </I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.1&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>In General.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon
the death of a Participant before the amount credited to his or her Account has been paid in full (either in a lump sum or installment payments), his or her Beneficiary shall
receive the balance of the Participant's vested Account as of the date of death in accordance with Section&nbsp;7.2. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.2&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Payment of Death Benefits.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
death benefit payable pursuant to Section&nbsp;7.1 shall be paid to the Participant's Beneficiary in a lump sum payment within 180&nbsp;days of the Participant's death. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>11</FONT></P>

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<BR>
<P ALIGN="CENTER"><FONT SIZE=2><I>ARTICLE VIII<BR>
CLAIMS PROCEDURE  </I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.1&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Determination of Benefits, Claims Procedure and Administration.</I></FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Claim.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;A person who believes that he or she is being denied a benefit to which he or she is entitled under
the Plan (hereinafter referred to as a "Claimant") may file&nbsp;a written request for such benefit with the Committee, setting forth his or her claim. The request must be addressed to the Committee
of the Park Place Entertainment Corporation Executive Deferred Compensation Plan, 3930 Howard Hughes Parkway, Las Vegas, Nevada 89109; or to such Committee representative as may be designated by the
Committee from time to time. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Claim Decision.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Upon receipt of a claim, the Committee (or its representative) shall advise the Claimant
that a reply will be forthcoming within ninety (90)&nbsp;days and shall, in fact, deliver such reply within such period. The Committee (or its representative) may, however, extend the reply period
for an additional ninety (90)&nbsp;days for reasonable cause. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the claim is denied in whole or in part, the Committee (or its representative) shall issue a written opinion, using language calculated to be understood by the Claimant, setting
forth: </FONT></P>

<UL>
<UL>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>(i)</FONT></DT><DD><FONT SIZE=2>The
specific reason or reasons for such denial;
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(ii)</FONT></DT><DD><FONT SIZE=2>The
specific reference to pertinent provisions of the Plan on which such denial is based;
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(iii)</FONT></DT><DD><FONT SIZE=2>A
description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation why such material or
such information is necessary;
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(iv)</FONT></DT><DD><FONT SIZE=2>Appropriate
information as to the steps to be taken if the Claimant wishes to submit the claim for review; and
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(v)</FONT></DT><DD><FONT SIZE=2>The
time limits for requesting a review under subsection "c" and for review under subsection "d" hereof. </FONT></DD></DL>
</UL>
</UL>
<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Request for Review.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Within sixty (60)&nbsp;days after the receipt by the Claimant of the written opinion
described above, the Claimant may request in writing that the Committee review its determination. Such request must be addressed to the Committee at the then principal place of business of the Company
or to other such person as may be designated by the Committee. The Claimant or his or her duly authorized representative may, but need not, review the pertinent documents and submit issues and
comments in writing for consideration by the Committee. If the Claimant does not request a review of the Committee's determination within such sixty (60)&nbsp;day period, the Claimant he shall be
barred and estopped from challenging the Committee's determination. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Review of Decision.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Within sixty (60)&nbsp;days after the Committee's receipt of a request for review as
provided above, the Committee will review its determination. After considering all materials presented by the Claimant, the Committee will render a written opinion, written in a manner calculated to
be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of the Plan on which the decision is based. If special
circumstances require that the sixty (60)&nbsp;day time period be extended, the Committee will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred
twenty (120)&nbsp;days after receipt of the request for review. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>12</FONT></P>

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<UL>
<BR>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2><I>ARTICLE IX<BR>
ADMINISTRATION  </I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.1&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Committee.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
Committee shall be appointed by, and serve at the pleasure of, the Board of Directors. The number of members comprising the Committee shall be determined by the Board which may from
time to time vary the number of members. A member of the Committee may resign by delivering a written notice of resignation to the Board. The Board may remove any member by delivering a certified copy
of its resolution of removal to such member. Vacancies in the membership of the Committee shall be filled promptly by the Board. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.2&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Committee Action.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Committee shall act at meetings by affirmative vote of a majority of the members of the Committee. Any action permitted to be taken at a meeting may be taken without a meeting if,
prior to such action, a written consent to the action is signed by all members of the Committee and such written consent is filed with the minutes of the proceedings of the Committee. A member of the
Committee shall not vote or act upon any matter which relates solely to himself or herself as a Participant. The Chairman or any other member or members of the Committee designated by the Chairman may
execute any certificate or other written direction on behalf of the Committee. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.3&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Powers and Duties of the Committee.</I></FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;The
Committee, on behalf of the Participants and their Beneficiaries, shall enforce the Plan in accordance with its terms, shall be charged with the general
administration of the Plan, and shall have all powers necessary to accomplish its purposes, including, but not by way of limitation, the following: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;To
select the investment vehicles in accordance with Section&nbsp;3.3(a) hereof; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;To
construe and interpret the terms and provisions of this Plan; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;To
compute and certify to the amount and kind of benefits payable to Participants and their Beneficiaries; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;&nbsp;To
maintain all records that may be necessary for the administration of the Plan; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)&nbsp;&nbsp;To
provide for the disclosure of all information and the filing or provision of all reports and statements to Participants, Beneficiaries or governmental agencies as
shall be required by law; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6)&nbsp;&nbsp;To
make and publish such rules for the regulation of the Plan and procedures for the administration of the Plan as are not inconsistent with the terms hereof; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(7)&nbsp;&nbsp;To
appoint a plan administrator or any other agent, and to delegate to them such powers and duties in connection with the administration of the Plan as the Committee may
from time to time prescribe; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(8)&nbsp;&nbsp;To
select those officers and highly compensated Employees who shall be Eligible Employees. </FONT></P>

</UL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.4&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Construction and Interpretation.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Committee shall have full discretion to construe and interpret the terms and provisions of this Plan, which interpretation or construction shall be final and binding on all parties,
including but not limited to the Employers and any Participant or Beneficiary. In the event of a conflict between (i)&nbsp;this Plan and (ii)&nbsp;any booklet or other document summarizing or
otherwise describing this Plan or any </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>13</FONT></P>

<HR NOSHADE>
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<A NAME="page_kt1088_1_14"> </A>
<BR>

<P><FONT SIZE=2>
agreement or notice filed under this Plan, the terms of this Plan shall be controlling. The Committee shall administer such terms and provisions in a uniform and nondiscriminatory manner and in full
accordance with any and all laws applicable to the Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.5&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Information.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
enable the Committee to perform its functions, the Employers shall supply full and timely information to the Committee on all matters relating to the Compensation of all Participants,
their death, Disability, or other cause of termination, and such other pertinent facts as the Committee may require. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.6&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Compensation, Expenses and Indemnity.</I></FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;The
Committee is authorized at the expense of the Company to employ such legal counsel as it may deem advisable to assist in the performance of its duties hereunder.
Expenses and fees in connection with the administration of the Plan shall be paid by the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;To
the extent permitted by applicable state law, the Company shall indemnify and save harmless the Committee and each member thereof, the Board of Directors and any
delegate of the Committee who is an employee of any Employer against any and all expenses, liabilities and claims, including legal fees to defend against such liabilities and claims arising out of
their discharge in good faith of responsibilities under or incident to the Plan, other than expenses and liabilities arising out of willful misconduct. This indemnity shall not preclude such further
indemnities as may be available under insurance purchased by the Company or provided by the Company under any by-law, agreement or otherwise, as such indemnities are permitted under state
law. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.7&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Quarterly Statements.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under
procedures established by the Committee, a Participant shall receive a statement with respect to such Participant's Accounts on a quarterly basis as of each March&nbsp;31,
June&nbsp;30, September&nbsp;30 and December&nbsp;31. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><I>ARTICLE X<BR>
MISCELLANEOUS  </I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.1&nbsp;</FONT><FONT
SIZE=2><I>Participating Employers.</I></FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;The
Board shall designate each Employer which shall become a participating Employer under the Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;As
a condition to participating in the Plan, each participating Employer shall be deemed to have authorized the Committee to act for it in all matters arising under or
with respect to the Plan and shall comply with such other terms and conditions as may be imposed by the Committee. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;Each
participating Employer hereby irrevocably grants the Company full and exclusive power to exercise, enforce or waive any right which such Employer might otherwise
have under the terms of the Plan, and each participating Employer irrevocably appoints the Company as its agent for such purpose. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;Each
Employer shall be responsible for the benefits under this Plan with respect to each Participant employed by such Employer. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;Notwithstanding
paragraph&nbsp;(d) of this Section&nbsp;10.1, the Company may assume the obligations of any Employer to provide benefits to Participants under the
Plan. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>14</FONT></P>

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<UL>
<BR>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;Each
participating Employer may cease to participate in the Plan with respect to its employees by resolution of its governing body, if authorized to do so by the
Company. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.2&nbsp;</FONT><FONT
SIZE=2><I>Unsecured General Creditor.</I></FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;Participants
and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, claims, or interest in any specific property or assets of
any such Participant's Employer or the Company. Any rights created under this Plan with respect to a Participant shall be mere unsecured contractual rights of the Participant against the Employer (or
the Employers if a Participant has been employed by more than one Employer) responsible for the Participant's benefits or the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;In
the event that the trustee under the Trust (or any Employer) purchases (i)&nbsp;an insurance policy or policies insuring the lives of Participants or
(ii)&nbsp;any other property to allow any Employer to recover the costs of any payments required to be made by them under this Plan, no Participant nor any of his or her designated Beneficiaries
shall have or acquire any right whatsoever therein or in the proceeds therefrom. The trustee under the Trust (or, if applicable the Employer) shall be the sole owner of any such policy or policies,
and, as such, shall possess and may exercise all incidents of ownership. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.3&nbsp;</FONT><FONT
SIZE=2><I>Restriction Against Assignment.</I></FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;Except
as may otherwise be required under applicable law, the Company or the Employer shall pay all amounts payable hereunder only to the person or persons designated by
the Plan and not to any
other person or corporation. Except as may otherwise be required under applicable law, no part of a Participant's Accounts shall be liable for the debts, contracts, or engagements of any Participant,
his or her Beneficiary, or successors in interest, nor shall a Participant's Accounts be subject to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor
shall any such person have any right to alienate, anticipate, commute, pledge, encumber, or assign any benefits or payments hereunder in any manner whatsoever. If any Participant, Beneficiary or
successor in interest is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any distribution or payment from the Plan, voluntarily or
involuntarily, the Committee, in its discretion, may cancel such distribution or payment (or any part thereof) to or for the benefit of such Participant, Beneficiary or successor in interest in such
manner as the Committee shall direct. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;If
the Committee determines that a domestic relations order (within the meaning of Section&nbsp;414(p)(l)(B) of the Code) requires that all or a portion of a
Participant's vested Accounts be paid to an individual other than the Participant, the Company or the Employer shall pay all or a portion of such vested Accounts to such individual in accordance with
such order. Any such amount shall be paid in a lump sum payment and shall generally be paid within 180&nbsp;days of the Participant's termination of employment (including any termination on account
of death or disability) or, if later, within 180&nbsp;days after the Committee receives the domestic relations order. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.4&nbsp;</FONT><FONT
SIZE=2><I>Withholding.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There
shall be deducted from each payment made under the Plan or any other compensation payable to the Participant (or Beneficiary) all taxes which are required to be withheld by the
Employer in respect to such payment or this Plan. The Employer shall have the right to reduce any payment (or compensation) by the amount of cash sufficient to provide the amount of said taxes. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.5&nbsp;</FONT><FONT
SIZE=2><I>Amendment, Modification, Suspension or Termination.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company may amend, modify, suspend or terminate the Plan in whole or in part, except that (a)&nbsp;no amendment, modification, suspension or termination shall have any retroactive
effect to reduce any amounts allocated to a Participant's Accounts, and (b)&nbsp;Section&nbsp;8.1 may not be amended with </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>15</FONT></P>

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<BR>

<P><FONT SIZE=2>
respect to any Participant or Beneficiary following the date the Participant or Beneficiary makes a claim for benefits under the Plan. In the event that this Plan is terminated, the amounts credited
to a Participant's Accounts (including any previously uninvested amounts) shall be distributed to the Participant or, in the event of his or her death, his or her Beneficiary, in a lump sum within
sixty (60)&nbsp;days following the date of termination. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.6&nbsp;</FONT><FONT
SIZE=2><I>Governing Law.</I></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Plan shall be construed, governed and administered in accordance with the laws of the State of Nevada. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.7&nbsp;</FONT><FONT
SIZE=2><I>Receipt or Release.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
payment to a Participant or the Participant's Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against
the Committee, the Employer and the trustee of any grantor trust that holds assets for purposes of making benefit payments under the Plan. The Committee may require such Participant or Beneficiary, as
a condition precedent to such payment, to execute a receipt and release to such effect. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.8&nbsp;</FONT><FONT
SIZE=2><I>Payments on Behalf of Persons Under Incapacity.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event that any amount becomes payable under the Plan to a person who, in the sole judgement of the Committee, is considered by reason of physical or mental condition to be unable
to give a valid receipt therefore, the Committee may direct that such payment be made to any person found by the Committee, in its sole judgement, to have assumed the care of such person. Any payment
made pursuant to such determination shall constitute a full release and discharge of the Committee and the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.9&nbsp;</FONT><FONT
SIZE=2><I>Termination of Participation and/or Deferrals.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the Committee determines in its sole discretion that a Participant no longer qualifies as a member of a select group of management or highly compensated employees, for purposes of the
Employee Retirement Income Security Act of 1974, the Committee shall have the right, in its sole discretion to (i)&nbsp;terminate any deferral election the Participant has made for the remainder of
the Plan Year in which the Participant's membership status changes, (ii)&nbsp;prevent the Participant from making future deferral elections, and/or (iii)&nbsp;immediately distribute in the form of
a lump sum cash payment, the vested portion of the amount credited to the Participant's Accounts and terminate the Participant's participation in the Plan (with the unvested portion being forfeited
or, at the discretion of the Committee, treated as vested). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.10&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Headings, etc. Not Part of Agreement.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Headings
and subheadings in this Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Plan is hereby executed by a duly authorized officer of the Company effective as of January&nbsp;1, 2002. </FONT></P>

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<TD WIDTH="43%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD COLSPAN=3><FONT SIZE=2>PARK PLACE ENTERTAINMENT CORPORATION</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="43%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="6%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="43%"><FONT SIZE=2><BR>
/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>KIM SINATRA</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="43%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="6%"><FONT SIZE=2><BR>
Title:</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="43%"><FONT SIZE=2><BR>
EVP&#151;CLO</FONT><HR NOSHADE></TD>
</TR>
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<P ALIGN="CENTER"><FONT SIZE=2>16</FONT></P>

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<A NAME="page_kt1088_1_17"> </A>
<P ALIGN="CENTER"><FONT SIZE=2><I>Appendix&nbsp;A  </I></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>SPECIAL RULES FOR CERTAIN INDIVIDUALS<BR>
WHO WERE PARTICIPANTS IN THE<BR>
CAESARS WORLD&nbsp;INC. EXECUTIVE SECURITY PLAN  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective July&nbsp;1, 2001 (the "Transfer Date"), the assets held by the Trust shall include assets that were previously held by a trust under the Caesars
World&nbsp;Inc. Executive Security Plan (the "Caesars Plan") for purposes of paying benefits to participants under the Caesars Plan ("Caesars Participants") who are (i)&nbsp;Caesars Participants
who are employed by an Employer; (ii)&nbsp;Caesars Participants who are receiving monthly benefits under the Caesars Plan on the Transfer Date; or (iii)&nbsp;terminated Caesars Participants who
are vested in their accrued benefit under the Caesars Plan, but are not entitled to receive payment of their benefits under the Caesars Plan on the Transfer Date, because two years have not elapsed
since their termination of employment. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
purposes of this Appendix&nbsp;A, any term used herein (or incorporated by reference herein) that is not separately defined in this Appendix shall have the meaning set forth
elsewhere in the Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following special rules shall apply to Caesars Participants: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Caesars Plan Participants who are Employed by an Employer.</I></FONT></P>

<UL>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>(a)</FONT></DT><DD><FONT SIZE=2>The
Committee shall establish and maintain a "Caesars Plan Account" for each Caesars Participant who is an Employee of an Employer on the Transfer Date; and each such Caesars
Participant for whom a Caesars Plan Account is established shall become a Participant under the Plan on the Transfer Date if not already a Participant pursuant to Section&nbsp;2.1 herein. Each such
Participant's Caesars Plan Account shall be further divided into separate subaccounts corresponding to the Fund elected by the Participant pursuant to paragraph&nbsp;(b). The subaccounts of the
Participant's Caesars Plan Account shall collectively be credited as of the Transfer Date with an amount equal to the present value of the Participant's accrued benefit under the Caesars Plan as of
the date on which such Participant's benefit under the Caesars Plan was frozen, as determined by the Administrative Committee under the Caesars Plan in accordance with the applicable provisions of the
Caesars Plan (such amount being hereinafter referred to as a Participant's "Caesars Plan Benefit"). In the event that a Terminated Caesars Participant (as defined in Section&nbsp;3(a) of this
Appendix) becomes employed by an Employer prior to receiving payment of his Caesars Plan Benefit under Section&nbsp;3 herein, the Committee shall establish and maintain a Caesars Plan Account for
such Participant and the subaccounts of such Participant's Caesars Plan Account shall be credited on the date on which the Terminated Caesars Participant becomes employed by an Employer, with an
amount equal to the Participant's Caesars Plan Benefit. Each subaccount of a Participant's Caesars Plan Account shall be credited with earnings and debited with losses at the time and in a manner
determined by the Committee.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2>Prior
to the Transfer Date, the Participant shall designate, in a manner prescribed by the Committee, the Funds in which the Participant's Caesars Plan Account shall be deemed to be
invested for purposes of determining the amount of earnings to be credited, and/or losses to be debited to the Caesars Plan Account under paragraph&nbsp;(a). The provisions of Sections 3.3(b), (c),
(d)&nbsp;and (e)&nbsp;shall apply to the designation of Funds by the Participant pursuant to this paragraph.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(c)</FONT></DT><DD><FONT SIZE=2>(i)
The amount that is credited to a Participant's Caesars Plan Account shall be or become nonforfeitable if the Participant has completed or completes five years of Continuous
Employment. For purposes of this paragraph, Continuous Employment shall mean a Participant's continuing years and full months of service as an Employee, commencing with </FONT></DD></DL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>17</FONT></P>

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<P><FONT SIZE=2>the
date on which the employee became a participant in the Caesars Plan, which shall include service with Caesars World&nbsp;Inc. and its affiliates prior to the acquisition of Caesars
World&nbsp;Inc. by the Company. In determining the number of years of Continuous Employment completed by a Participant, each full
month of Continuous Employment shall be counted as one-twelfth of a year of Continuous Employment. </FONT></P>

<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>(ii)</FONT></DT><DD><FONT SIZE=2>If
a Participant who has Accounts under the Plan and is not vested in his or her Caesars Plan Account, receives or commences to receive the payment of
the amount credited to his or her Accounts pursuant to paragraph&nbsp;(f) herein, such Participant's Caesars Plan Account shall immediately be forever forfeited and neither the Company nor the
Participant's Employer shall have any obligation to the Participant (or the Participant's Beneficiary) with respect to such forfeited amount.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(iii)</FONT></DT><DD><FONT SIZE=2>If
a Participant who does not have Accounts under the Plan and is not vested in his or her Caesars Plan Account, terminates employment with all
Employers, such Participant's Caesars Plan Account shall immediately be forever forfeited and neither the Company nor the Participant's Employer shall have any obligation to the Participant (or the
Participant's Beneficiary) with respect to such forfeited amount.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(iv)</FONT></DT><DD><FONT SIZE=2>Notwithstanding
subparagraph (i)&nbsp;of this paragraph, a Participant's Caesars Plan Account shall become fully vested if the Participant becomes
Disabled while employed by the Employer.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(v)</FONT></DT><DD><FONT SIZE=2>Notwithstanding
any provisions contained herein, a Participant's Caesars Plan Account shall be immediately forfeited and no benefits attributable to the
Participant's Caesars Plan Account shall be payable (or if payments attributable to the Participant's Caesars Plan Account have commenced, no further benefits shall be paid) if:
<BR><BR></FONT>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>(x)</FONT></DT><DD><FONT SIZE=2>the
Participant is terminated by the Employer for a material act of dishonesty, disclosure of confidential information, gross carelessness, significant neglect of duty, breach of
fiduciary duty to the Employer or Company, misappropriation of assets, commission of an illegal act or any action that has a direct, substantial, and adverse affect on the reputation or business of
the Employer, Company or any affiliate; or
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(y)</FONT></DT><DD><FONT SIZE=2>the
Participant has terminated employment with the Employer and, before two years have elapsed after such termination, such Participant becomes an employee of or a consultant to a
Competitor or such Participant becomes a Competitor; or
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(z)</FONT></DT><DD><FONT SIZE=2>the
Participant discloses or uses without prior approval of an officer of the Company, any confidential information of the Company or any Employer including, without limitation, data
and information concerning customers, marketing strategies, trade representatives, employees, and any risk or exposure confronting the Company or any Employer where such use or disclosure adversely
affects the financial condition, business or reputation of the Company, Employer or any affiliate thereof. </FONT></DD></DL>
</DD></DL>
<UL>
<BR>
</UL>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>(vi)</FONT></DT><DD><FONT SIZE=2>The
Committee shall have the sole and absolute discretion to waive, limit, or condition any forfeiture of benefits under this paragraph&nbsp;(c) with
respect to any Caesars Participant. </FONT></DD></DL>
<BR><BR>
</UL>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>(d)</FONT></DT><DD><FONT SIZE=2>If
a Participant has made an election to defer Base Compensation pursuant to Section&nbsp;3.1 or Bonus Compensation pursuant to Section&nbsp;3.2, the amount credited to such
Participant's Caesars Plan Account shall be paid in the form of payment in which the Participant receives payment of the amount credited to his or her Accounts under Section&nbsp;6.1.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(e)</FONT></DT><DD><FONT SIZE=2>If
a Participant has not elected to defer or is not eligible to elect to defer Base Compensation pursuant to Section&nbsp;3.1 or Bonus Compensation pursuant to Section&nbsp;3.2,
such Participant must elect, on the form provided by the Committee, to receive payment of the amount credited to </FONT></DD></DL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>18</FONT></P>

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<P><FONT SIZE=2>his
or her Caesars Plan Account in one of the optional forms of payment described in Section&nbsp;6. l(c). The form in which a Participant receives payment of his or her Caesars Plan Account shall
be subject to the rules provided for under Section&nbsp;6.1. </FONT></P>

</UL>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>(f)</FONT></DT><DD><FONT SIZE=2>The
amount credited to a Participant's Caesars Plan Account shall generally be paid or commence to be paid within 180&nbsp;days of the Participant's termination of employment with
all Employers; provided, however, that if a Participant has not attained age 65 on or prior to the date on which such Participant would otherwise receive or commence to receive payment of the amount
credited to his or her Caesars Plan Account, such Participant shall receive or commence to receive payment of the amount credited to his or her Caesars Plan Account as soon as administratively
feasible following the completion of the two-year period which follows such Participant's termination of employment with all Employers or, if earlier, following the date on which the
Participant attains age 65 (unless the Participant's Caesars Plan Account is forfeited pursuant to subparagraph (v)&nbsp;of paragraph&nbsp;(c) herein). </FONT></DD></DL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Caesars Participants who were Receiving Monthly Payments Prior to the Transfer Date.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If,
on the Transfer Date, a Caesars Participant is receiving payment of monthly benefits under the Caesars Plan, all remaining benefits to be paid under the Caesars Plan to such Caesars
Participant on or after the Transfer Date shall be paid under the Plan. All such benefits shall be paid to any such Caesars Participant at the same time and in the same manner as such benefits would
have been paid to such Caesars Participant under the Caesars Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Terminated Vested Caesars Plan Participants.</I></FONT></P>

<UL>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>(a)</FONT></DT><DD><FONT SIZE=2>If,
on the Transfer Date, a terminated Caesars Participant who has not attained age 65, is vested in his or her Caesars Plan Benefit (as defined in Section&nbsp;l(a) of this
Appendix), but is not entitled to receive payment of such benefit under the Caesars Plan on the Transfer Date, solely because two years have not elapsed since such Caesars Participant's termination of
employment (any such Caesars Participant being hereinafter referred to as a "Terminated Caesars Participant"), such Terminated Caesars Participant shall receive payment of his or her Caesars Plan
Benefit under this Plan in accordance with paragraph&nbsp;(b) of this Section&nbsp;3.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2>A
Terminated Caesars Participant shall receive payment of his or her Caesars Plan. Benefit in the form of a lump sum payment (or some other form of payment which may be determined by
the Committee in its sole discretion) as soon as administratively feasible following the completion of the two-year period which follows such Participant's termination of employment with
Caesars World&nbsp;Inc. and its affiliates or any other Employer (the "Two-Year Period") or, if earlier, following the date on which the Participant attains age 65.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(c)</FONT></DT><DD><FONT SIZE=2>Notwithstanding
any provisions contained herein, the Caesars Plan Benefit of a Terminated Caesars Participant shall be immediately forfeited and no Caesars Plan Benefit shall be
payable to a Terminated Caesars Participant (or if payments have commenced, no further benefits shall be paid) if:
<BR><BR></FONT>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>(i)</FONT></DT><DD><FONT SIZE=2>the
Terminated Caesars Participant becomes an employee of or a consultant to a Competitor or such Terminated Caesars Participant becomes a Competitor
before the completion of the Two-Year Period, or
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(ii)</FONT></DT><DD><FONT SIZE=2>the
Terminated Caesars Participant discloses or uses without prior approval of an officer of the Company, any confidential information of the Company
or any Employer including, without limitation, data and information concerning customers, marketing strategies, trade representatives, employees, and any risk or exposure confronting the Company or
any Employer where such use or disclosure adversely affects the financial condition, business or reputation of the Company, Employer or any affiliate thereof. </FONT></DD></DL>
</DD></DL>
<UL>
<BR>
</UL>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>(d)</FONT></DT><DD><FONT SIZE=2>The
Committee shall have the sole and absolute discretion to waive, limit, or condition any forfeiture of benefits under paragraph&nbsp;(c) of this Section&nbsp;3 with respect to
any Terminated Caesars Participant. </FONT></DD></DL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>19</FONT></P>

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