Charles Atwood will be Harrah's senior vice president and chief financial officer, while Tim Wilmott will be Harrah's chief operating officer. Harrah's will operate three divisions: Tom Jenkin will be Western Division president, Anthony Sanfilippo Central Division president and Carlos Tolosa Eastern Division president.

Harrah's also plans to appoint William Barron Hilton and Stephen F. Bollenbach to the company's board of directors following the transaction's close. Hilton is co-chairman of the board of Hilton Hotels Corp. and a director of Caesars Entertainment. Bollenbach is chairman of Caesars Entertainment and co-chairman and CEO of Hilton Hotels.

All current Harrah's directors will continue to serve on the company's board. Harrah's will also consider adding other Caesars directors to its board in accordance with the merger agreement.

The completion of the Harrah's-Caesars merger and appointments to the board of directors are subject to customary closing conditions, including the receipt of required regulatory approvals. The companies expect the transaction to close in the second quarter of 2005.

"We are sincerely pleased that stockholders of Harrah's and Caesars today voted overwhelmingly to approve the merger of our two companies," Loveman said. "We appreciate their confidence and believe we are prepared to make this merger - the largest in gaming industry history - rewarding to the stockholders, employees, customers and communities of our combined company.

"We are also gratified that Barron and Steve have agreed to join the Harrah's board of directors. They are legends within the hospitality industry and businessmen of unrivaled experience and reputation. Their counsel and leadership will be invaluable as we combine two of the most successful companies in gaming.

"Thanks to the efforts of the Caesars management team, Caesars has invested in major Las Vegas and Atlantic City expansions that are expected to be completed following the merger," Loveman said. "We're excited about the opportunities we'll have to capitalize on these strategic investments.

"Additionally, we expect numerous Caesars property leaders to remain with the company after we complete the transaction," Loveman said. "They will be working with division presidents who have delivered outstanding results in a variety of market conditions."

Founded 67 years ago, Harrah's Entertainment, Inc. owns or manages through various subsidiaries 27 casinos in the United States, primarily under the Harrah's and Horseshoe brand names. Harrah's Entertainment is focused on building loyalty and value with its valued customers through a unique combination of great service, excellent products, unsurpassed distribution, operational excellence and technology leadership.

Caesars Entertainment, Inc. is one of the world's leading gaming companies. With 27 properties on four continents, 26,000 hotel rooms, two million square feet of casino space and 50,000 employees, the Caesars portfolio is among the strongest in the industry. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The company has its corporate headquarters in Las Vegas.

This release includes "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995.