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CERTIFICATE OF ELIMINATION
NON-VOTING PERPETUAL PREFERRED STOCK
HARRAH’S ENTERTAINMENT, INC.
Pursuant to Section 151(g) of the General
Corporation Law of the State of Delaware
Harrah’s Entertainment, Inc. (the “ Corporation ”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ DGCL ”), hereby certifies as of March 29, 2010 as follows:
That, pursuant to the authority conferred upon the Board of Directors of the Corporation (the “ Board ”) by Section 4.2 of the Amended Certificate of Incorporation of the Corporation (as amended from time to time, the “ Certificate of Incorporation ”), the Board, by meeting on February 23, 2010, adopted the following resolutions authorizing the elimination of the series of preferred stock of the Corporation previously designated as Non-Voting Perpetual Preferred Stock, par value $0.01 per share (the “ Non-Voting Preferred Stock ”), whic