<PAGE>
                                                                  EXHIBIT 10.8
 
                           HILTON HOTELS CORPORATION
                     1996 STOCK INCENTIVE PLAN, AS AMENDED
 
SECTION 1.  PURPOSE; DEFINITIONS
 
    The purpose of the Plan is to give the Corporation a competitive advantage
in attracting, retaining and motivating officers and employees and to provide
the Corporation and its subsidiaries with a stock plan providing incentives more
directly linked to the profitability of the Corporation's businesses and
increases in shareholder value.
 
    For purposes of the Plan, the following terms are defined as set forth
below:
 
       a.  "AFFILIATE" means a corporation or other entity controlled by the 
    Corporation and designated by the Committee from time to time as such.
 
       b.  "AWARD" means a Stock Appreciation Right or a Stock Option.
 
       c.  "BOARD" means the Board of Directors of the Corporation.
 
       d.  "CHANGE IN CONTROL" and "CHANGE IN CONTROL PRICE" have the 
    meanings set forth in Sections 7(b) and (c), respectively.
 
       e.  "CODE" means the Internal Revenue Code of 1986, as amended from 
    time to time, and any successor thereto.
 
       f.  "COMMISSION" means the Securities and Exchange Commission or any 
    successor agency.
 
       g.  "COMMITTEE" means the Committee referred to in Section 2.
 
       h.  "COMMON STOCK" means common stock, par value $2.50 per share, of 
    the Corporation.
 
       i.  "CORPORATION" means Hilton Hotels Corporation, a Delaware 
    corporation.
 
       j.  "DISABILITY" means permanent and total disability as determined 
    under procedures established by the Committee for purposes of the Plan.
 
       k.  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as 
    amended from time to time, and any successor thereto.
 
       l.  "FAIR MARKET VALUE" means, except as provided in Section 6(b)(ii)(2),
    as of any given date, the mean between the highest and lowest reported 
    sales prices of the Common Stock on the New York Stock Exchange Composite 
    Tape or, if not listed on such exchange, on any other national securities 
    exchange on which the Common Stock is listed or on NASDAQ. If there is no 
    regular public trading market for such Common Stock, the Fair Market 
    Value of the Common Stock shall be determined by the Committee in good 
    faith.
 
       m.  "INCENTIVE STOCK OPTION" means any Stock Option designated as, and 
    qualified as, an "incentive stock option" within the meaning of Section 
    422 of the Code.
 
       n.  "NONQUALIFIED STOCK OPTION" means any Stock Option that is not an 
    Incentive Stock Option.
 
       o.  "PLAN" means the Hilton Hotels Corporation 1996 Stock Incentive 
    Plan, as set forth herein and as hereinafter amended from time to time.
 
                                       1

<PAGE>

       p.  "RETIREMENT" means retirement from active employment with the 
    Corporation, a subsidiary or Affiliate at or after age 62.
 
       q.  "RULE 16B-3" means Rule 16b-3, as promulgated by the Commission 
    under Section 16(b) of the Exchange Act, as amended from time to time.
 
       r.  "STOCK APPRECIATION RIGHT" means a right granted under Section 6.
 
       s.  "STOCK OPTION" means an option granted under Section 5.
 
       t.  "TERMINATION OF EMPLOYMENT" means the termination of the 
    participant's employment with the Corporation and any subsidiary or 
    Affiliate. A participant employed by a subsidiary or an Affiliate shall 
    also be deemed to incur a Termination of Employment if the subsidiary or 
    Affiliate ceases to be such a subsidiary or an Affiliate, as the case may 
    be, and the participant does not immediately thereafter become an 
    employee of the Corporation or another subsidiary or Affiliate. Temporary 
    absences from employment because of illness, vacation or leave of absence 
    and transfers among the Corporation and its subsidiaries and Affiliates 
    shall not be considered Terminations of Employment.
 
    In addition, certain other terms used herein have definitions given to them
in the first place in which they are used.
 
SECTION 2.  ADMINISTRATION
 
    The Plan shall be administered by the Stock Option Committee or such other
committee of the Board as the Board may from time to time designate (the
"Committee"), which shall be composed of not less than two members of the Board,
each of whom shall be an "outside director" for purposes of Section 162(m)(4) of
the Code and a "non-employee director" within the meaning of Rule 16b-3, and
shall be appointed by and serve at the pleasure of the Board.
 
    The Committee shall have authority to grant Awards pursuant to the terms of
the Plan to officers and employees of the Corporation and its subsidiaries and
Affiliates.
 
    Among other things, the Committee shall have the authority, subject to the
terms of the Plan:
 
        (a) To select the officers and employees to whom Awards may from time to
    time be granted;
 
        (b) Determine whether and to what extent Incentive Stock Options,
    Nonqualified Stock Options and Stock Appreciation Rights or any combination
    thereof are to be granted hereunder;
 
        (c) Determine the number of shares of Common Stock to be covered by each
    Award granted hereunder;
 
        (d) Determine the terms and conditions of any Award granted hereunder
    (including, but not limited to, the option price (subject to Section 5(a)),
    any vesting condition, restriction or limitation (which may be related to
    the performance of the participant, the Corporation or any subsidiary or
    Affiliate) and any vesting acceleration or forfeiture waiver regarding any
    Award and the shares of Common Stock relating thereto, based on such factors
    as the Committee shall determine;
 
        (e) Modify, amend or adjust the terms and conditions of any Award, at
    any time or from time to time; and
 
        (f) Determine to what extent and under what circumstances Common Stock
    and other amounts payable with respect to an Award shall be deferred.
 
    The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable, to interpret the
 
                                      2
<PAGE>
terms and provisions of the Plan and any Award issued under the Plan (and any
agreement relating thereto) and to otherwise supervise the administration of the
Plan.
 
    The Committee may act only by a majority of its members then in office,
except that the members thereof may (i) delegate to an officer of the
Corporation the authority to make decisions pursuant to paragraphs (c), (f),
(g), (h) and (i) of Section 5 (provided that no such delegation may be made that
would cause Awards or other transactions under the Plan to cease to be exempt
from Section 16(b) of the Exchange Act) and (ii) authorize any one or more of
their number or any officer of the Corporation to execute and deliver documents
on behalf of the Committee.
 
    Any determination made by the Committee or pursuant to delegated authority
pursuant to the provisions of the Plan with respect to any Award shall be made
in the sole discretion of the Committee or such delegate at the time of the
grant of the Award or, unless in contravention of any express term of the Plan,
at any time thereafter. All decisions made by the Committee or any appropriately
delegated officer pursuant to the provisions of the Plan shall be final and
binding on all persons, including the Corporation and Plan participants.
 
SECTION 3.  COMMON STOCK SUBJECT TO PLAN
 
    The total number of shares of Common Stock reserved and available for grant
under the Plan shall be 12,000,000. No participant may be granted Awards
covering in excess of 1,200,000 shares of Common Stock in any calendar year.
Shares subject to an Award under the Plan may be authorized and unissued shares
or may be treasury shares.
 
    If any Stock Option (and related Stock Appreciation Right, if any)
terminates without being exercised, shares subject to such Awards shall again be
available for distribution in connection with Awards under the Plan.
 
    In the event of any change in corporate capitalization, such as a stock
split or a corporate transaction, any merger, consolidation, separation,
including a spin-off, or other distribution of stock or property of the
Corporation, any reorganization (whether or not such reorganization comes within
the definition of such term in Section 368 of the Code) or any partial or
complete liquidation of the Corporation, the Committee or Board may make such
substitution or adjustments in the aggregate number and kind of shares reserved
for issuance under the Plan, in the number, kind and option price of shares
subject to outstanding Stock Options and Stock Appreciation Rights, in the
number and kind of shares subject to other outstanding Awards granted under the
Plan and/or such other equitable substitution or adjustments as it may determine
to be appropriate in its sole discretion; PROVIDED, HOWEVER, that the number of
shares subject to any Award shall always be a whole number. Such adjusted option
price shall also be used to determine the amount payable by the Corporation upon
the exercise of any Stock Appreciation Right associated with any Stock Option.
 
SECTION 4.  ELIGIBILITY
 
    Full-time (30 hours per week) officers and employees of the Corporation, its
subsidiaries and Affiliates who are responsible for or contribute to the
management, growth and profitability of the business of the Corporation, its
subsidiaries and Affiliates are eligible to be granted Awards under the Plan. No
grant shall be made under this Plan to a director who is not an officer or a
salaried employee of the Corporation, its subsidiaries or Affiliates.
 
                                      3
<PAGE>
SECTION 5.  STOCK OPTIONS
 
    Stock Options may be granted alone or in addition to other Awards granted
under the Plan and may be of two types: Incentive Stock Options and Nonqualified
Stock Options. Any Stock Option granted under the Plan shall be in such form as
the Committee may from time to time approve.
 
    The Committee shall have the authority to grant any optionee Incentive Stock
Options, Nonqualified Stock Options or both types of Stock Options (in each case
with or without Stock Appreciation Rights); PROVIDED, HOWEVER, that grants
hereunder are subject to the aggregate limit on grants to individual
participants set forth in Section 3. Incentive Stock Options may be granted only
to employees of the Corporation and its subsidiaries (within the meaning of
Section 424(f) of the Code). To the extent that any Stock Option is not
designated as an Incentive Stock Option or even if so designated does not
qualify as an Incentive Stock Option, it shall constitute a Nonqualified Stock
Option.
 
    Stock Options shall be evidenced by option agreements, the terms and
provisions of which may differ. An option agreement shall indicate on its face
whether it is intended to be an agreement for an Incentive Stock Option or a
Nonqualified Stock Option. The grant of a Stock Option shall occur on the date a
majority of the independent directors of the Corporation ratify by resolution
the Committee's recommendation with respect to the individuals to be
participants in any grant of a Stock Option, the number of shares of Common
Stock to be subject to such Stock Option to be granted to such individual and
specifies the terms and provisions of the Stock Option. The Corporation shall
notify a participant of any grant of a Stock Option, and a written option
agreement or agreements shall be duly executed and delivered by the Corporation
to the participant. Such agreement or agreements shall become effective upon
execution by the Corporation and the participant.
 
    Anything in the Plan to the contrary notwithstanding, no term of the Plan
relating to Incentive Stock Options shall be interpreted, amended or altered nor
shall any discretion or authority granted under the Plan be exercised so as to
disqualify the Plan under Section 422 of the Code or, without the consent of the
optionee affected, to disqualify any Incentive Stock Option under such Section
422.
 
    Stock Options granted under the Plan shall be subject to the following terms
and conditions and shall contain such additional terms and conditions as the
Committee shall deem desirable:
 
       (a) OPTION PRICE.  The option price per share of Common Stock 
    purchasable under a Stock Option shall be determined by the Committee and 
    set forth in the option agreement, and shall not be less than the Fair 
    Market Value of the Common Stock subject to the Stock Option on the date 
    of grant.
 
       (b) OPTION TERM.  The term of each Stock Option shall be fixed by the 
    Committee, but no Incentive Stock Option shall be exercisable more than 
    ten years after the date the Stock Option is granted.
 
       (c) EXERCISABILITY.  Except as otherwise provided herein, Stock 
    Options shall be exercisable at such time or times and subject to such 
    terms and conditions as shall be determined by the Committee. If the 
    Committee provides that any Stock Option is exercisable only in 
    installments, the Committee may at any time waive such installment 
    exercise provisions, in whole or in part, based on such factors as the 
    Committee may determine. In addition, the Committee may at any time 
    accelerate the exercisability of any Stock Option.
 
                                      4
<PAGE>

       (d) METHOD OF EXERCISE.  Subject to the provisions of this Section 5, 
    Stock Options may be exercised, in whole or in part, at any time during 
    the option term by giving written notice of exercise to the Corporation 
    specifying the number of shares of Common Stock subject to the Stock 
    Option to be purchased.
 
        Such notice shall be accompanied by payment in full of the purchase
    price by certified or bank check or such other instrument as the Committee
    may accept. Payment, in full or in part, may also be made in the form of
    unrestricted Common Stock already owned by the optionee of the same class as
    the Common Stock subject to the Stock Option (based on the Fair Market Value
    of the Common Stock on the date the Stock Option is exercised).
 
        Payment for any shares subject to a Stock Option may also be made by
    delivering a properly executed exercise notice to the Corporation, together
    with a copy of irrevocable instructions to a broker to deliver promptly to
    the Corporation the amount of sale or loan proceeds to pay the purchase
    price, and, if requested, by the amount of any federal, state, local or
    foreign withholding taxes. To facilitate the foregoing, the Corporation may
    enter into agreements for coordinated procedures with one or more brokerage
    firms.
 
        No shares of Common Stock shall be issued until full payment therefor
    has been made. An optionee shall have all of the rights of a shareholder of
    the Corporation holding the class or series of Common Stock that is subject
    to such Stock Option (including, if applicable, the right to vote the shares
    and the right to receive dividends), when the optionee has given written
    notice of exercise, has paid in full for such shares and, if requested, has
    given the representation described in Section 11(a).
 
       (e) NONTRANSFERABILITY OF STOCK OPTIONS.  No Stock Option shall be 
    transferable by the optionee other than (i) by will or by the laws of 
    descent and distribution; or (ii) in the case of a Nonqualified Stock 
    Option, pursuant to a qualified domestic relations order (as defined in 
    the Code or Title I of the Employee Retirement Income Security Act of 
    1974, as amended, or the rules thereunder) whether directly or indirectly 
    or by means of a trust or partnership or otherwise, under the applicable 
    option agreement. All Stock Options shall be exercisable, subject to the 
    terms of this Plan, during the optionee's lifetime, only by the optionee 
    or by the guardian or legal representative of the optionee or, in the 
    case of a Nonqualified Stock Option, its alternative payee pursuant to 
    such qualified domestic relations order, it being understood that the 
    terms "holder" and "optionee" include the guardian and legal 
    representative of the optionee named in the option agreement and any 
    person to whom an option is transferred by will or the laws of descent 
    and distribution or, in the case of a Nonqualified Stock Option, pursuant 
    to a qualified domestic relations order.
 
       (f) TERMINATION BY DEATH.  Unless otherwise determined by the 
    Committee, if an optionee's employment terminates by reason of death, any 
    Stock Option held by such optionee may thereafter be exercised, to the 
    extent then exercisable, or on such accelerated basis as the Committee 
    may determine, for a period of one year (or such other period as the 
    Committee may specify in the option agreement) from the date of such 
    death or until the expiration of the stated term of such Stock Option, 
    whichever period is the shorter.

       (g) TERMINATION BY REASON OF DISABILITY.  Unless otherwise determined 
    by the Committee, if an optionee's employment terminates by reason of 
    Disability, any Stock Option held by such optionee may thereafter be 
    exercised by the optionee, to the extent it was exercisable at the time 
    of termination, or on such accelerated basis as the Committee may 
    determine, for a period of six months(or such other period as the 
    Committee may specify in the option agreement) from the date of such 
    termination of employment or until the expiration of the stated term of 
    such Stock Option, whichever

                                      5
<PAGE>
    period is the shorter; provided, however, that if the optionee dies within
    such period, any unexercised Stock Option held by such optionee shall,
    notwithstanding the expiration of such period, continue to be exercisable to
    the extent to which it was exercisable at the time of death for a period of
    12 months from the date of such death or until the expiration of the stated
    term of such Stock Option, whichever period is the shorter. In the event of
    termination of employment by reason of Disability, if an Incentive Stock
    Option is exercised after the expiration of the exercise periods that apply
    for purposes of Section 422 of the Code, such Stock Option will thereafter
    be treated as a Nonqualified Stock Option.
 
       (h) TERMINATION BY REASON OF RETIREMENT.  Unless otherwise determined 
    by the Committee, if an optionee's employment terminates by reason of 
    Retirement, any Stock Option held by such optionee may thereafter be 
    exercised by the optionee, to the extent it was exercisable at the time 
    of such Retirement, or on such accelerated basis as the Committee may 
    determine, for a period of two years (or such other period as the 
    Committee may specify in the option agreement) from the date of such 
    termination of employment or until the expiration of the stated term of 
    such Stock Option, whichever period is the shorter; provided, however, 
    that if the optionee dies within such period any unexercised Stock Option 
    held by such optionee shall, notwithstanding the expiration of such 
    period, continue to be exercisable to the extent to which it was 
    exercisable at the time of death for a period of 12 months from the date 
    of such death or until the expiration of the stated term of such Stock 
    Option, whichever period is the shorter. In the event of termination of 
    employment by reason of Retirement, if an Incentive Stock Option is 
    exercised after the expiration of the exercise periods that apply for 
    purposes of Section 422 of the Code, such Stock Option will thereafter be 
    treated as a Nonqualified Stock Option.

       (i) OTHER TERMINATION.  Unless otherwise determined by the Committee: 
    (A) if an optionee incurs a Termination of Employment, all Stock Options 
    held by such optionee shall thereupon terminate; and (B) if an optionee 
    incurs a Termination of Employment for any reason other than death, 
    Disability or Retirement, any Stock Option held by such optionee, to the 
    extent then exercisable, or on such accelerated basis as the Committee 
    may determine, may be exercised, for the lesser of three months from the 
    date of such Termination of Employment or the balance of such Stock 
    Option's term; PROVIDED, HOWEVER, that if the optionee dies within such 
    three-month period, any unexercised Stock Option held by such optionee 
    shall, notwithstanding the expiration of such three-month period, 
    continue to be exercisable to the extent to which it was exercisable at 
    the time of death for a period of 12 months from the date of such death 
    or until the expiration of the stated term of such Stock Option, 
    whichever period is the shorter. Notwithstanding the foregoing, if an 
    optionee incurs a Termination of Employment at or after a Change in 
    Control (as defined Section 7(b)), other than by reason of death, 
    Disability or Retirement, any Stock Option held by such optionee shall be 
    exercisable for the lesser of (1) six months and one day from the date of 
    such Termination of Employment, and (2) the balance of such Stock 
    Option's term. In the event of Termination of Employment, if an Incentive 
    Stock Option is exercised after the expiration of the exercise periods 
    that apply for purposes of Section 422 of the Code, such Stock Option 
    will thereafter be treated as a Nonqualified Stock Option.

       (j) CHANGE IN CONTROL CASH-OUT.  Notwithstanding any other provision 
    of the Plan, during the 60-day period from and after a Change in Control 
    (the "Exercise Period"), unless the Committee shall determine otherwise 
    at the time of grant, an optionee shall have the right, whether or not 
    the Stock Option is fully exercisable and in lieu of the payment of the 
    exercise price for the shares of Common
 
                                      6
<PAGE>
    Stock being purchased under the Stock Option and by giving notice to the
    Corporation, to elect (within the Exercise Period) to surrender all or part
    of the Stock Option to the Corporation and to receive cash, within 30 days
    of such notice, in an amount equal to the amount by which the Change in
    Control Price per share of Common Stock on the date of such election shall
    exceed the exercise price per share of Common Stock under the Stock Option
    (the "Spread") multiplied by the number of shares of Common Stock granted
    under the Stock Option as to which the right granted under this Section 5(j)
    shall have been exercised; PROVIDED, HOWEVER, that if the Change in Control
    is within six months of the date of grant of a particular Stock Option held
    by an optionee who is an officer or director of the Corporation and is
    subject to Section 16(b) of the Exchange Act no such election shall be made
    by such optionee with respect to such Stock Option prior to six months from
    the date of grant. However, if the end of such 60-day period from and after
    a Change in Control is within six months of the date of grant of a Stock
    Option held by an optionee who is an officer or director of the Corporation
    and is subject to Section 16(b) of the Exchange Act, such Stock Option shall
    be cancelled in exchange for a cash payment to the optionee, effected on the
    day which is six months and one day after the date of grant of such Option,
    equal to the Spread multiplied by the number of shares of Common Stock
    granted under the Stock Option. Notwithstanding the foregoing, if any right
    granted pursuant to this Section 5(j) would make a Change in Control
    transaction ineligible for pooling of interests accounting under APB No. 16
    that but for this Section 5(j) would otherwise be eligible for such
    accounting treatment, the Committee shall have the ability to substitute the
    cash payable pursuant to this Section 5(j) with Stock with a Fair Market
    Value equal to the cash that would otherwise be payable hereunder.
 
SECTION 6.  STOCK APPRECIATION RIGHTS
 
    (a) GRANT AND EXERCISE.  Stock Appreciation Rights may be granted in 
conjunction with all or part of any Stock Option granted under the Plan. In 
the case of a Nonqualified Stock Option, such rights may be granted either at 
or after the time of grant of such Stock Option. In the case of an Incentive 
Stock Option, such rights may be granted only at the time of grant of such 
Stock Option. A Stock Appreciation Right shall terminate and no longer be 
exercisable upon the termination or exercise of the related Stock Option.
 
    A Stock Appreciation Right may be exercised by an optionee in accordance
with Section 6(b) by surrendering the applicable portion of the related Stock
Option in accordance with procedures established by the Committee. Upon such
exercise and surrender, the optionee shall be entitled to receive an amount
determined in the manner prescribed in Section 6(b). Stock Options which have
been so surrendered shall no longer be exercisable to the extent the related
Stock Appreciation Rights have been exercised.
 
    (b) TERMS AND CONDITIONS.  Stock Appreciation Rights shall be subject to 
such terms and conditions as shall be determined by the Committee, including 
the following:
 
        (i) Stock Appreciation Rights shall be exercisable only at such time or
    times and to the extent that the Stock Options to which they relate are
    exercisable in accordance with the provisions of Section 5 and this Section
    6; PROVIDED, HOWEVER, that a Stock Appreciation Right shall not be
    exercisable during the first six months of its term by an optionee who is
    actually or potentially subject to Section 16(b) of the Exchange Act, except
    that this limitation shall not apply in the event of death or Disability of
    the optionee prior to the expiration of the six-month period.
 
                                      7

<PAGE>
        (ii) Upon the exercise of a Stock Appreciation Right, an optionee shall
    be entitled to receive an amount in cash, shares of Common Stock or both,
    equal in value to the excess of the Fair Market Value of one share of Common
    Stock over the option price per share specified in the related Stock Option
    multiplied by the number of shares in respect of which the Stock
    Appreciation Right shall have been exercised, with the Committee having the
    right to determine the form of payment.
 
       (iii) Stock Appreciation Rights shall be transferable only to permitted
    transferees of the underlying Stock Option in accordance with Section 5(e).
 
        (iv) Upon the exercise of a Stock Appreciation Right, the Stock Option
    or part thereof to which such Stock Appreciation Right is related shall be
    deemed to have been exercised for the purpose of the limitation set forth in
    Section 3 on the number of shares of Common Stock to be issued under the
    Plan, but only to the extent of the number of shares covered by the Stock
    Appreciation Right at the time of exercise based on the value of the Stock
    Appreciation Right at such time.
 
SECTION 7.  CHANGE IN CONTROL PROVISIONS
 
    (a) IMPACT OF EVENT.  Notwithstanding any other provision of the Plan to 
the contrary, in the event of a Change in Control, any Stock Options and 
Stock Appreciation Rights outstanding as of the date such Change in Control 
is determined to have occurred, and which are not then exercisable and 
vested, shall become fully exercisable and vested to the full extent of the 
original grant; PROVIDED, HOWEVER, that in the case of the holder of Stock 
Appreciation Rights who is actually subject to Section 16(b) of the Exchange 
Act, such Stock Appreciation Rights shall have been outstanding for at least 
six months at the date such Change in control is determined to have occurred.
 
    (b) DEFINITION OF CHANGE IN CONTROL.  For purposes of the Plan, a "Change in
Control" shall mean the happening of any of the following events:
 
        (i) An acquisition by any individual, entity or group (within the
    meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
    beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
    Exchange Act) of 20% or more of either (1) the then outstanding shares of
    common stock of the Corporation (the "Outstanding Corporation Common Stock")
    or (2) the combined voting power of the then outstanding voting securities
    of the Corporation entitled to vote generally in the election of directors
    (the "Outstanding Corporation Voting Securities")(a "Control Purchase");
    excluding, however, the following: (1) Any acquisition directly from the
    Corporation, other than an acquisition by virtue of the exercise of a
    conversion privilege unless the security being so converted was itself
    acquired directly from the Corporation, (2) Any acquisition by the
    Corporation, (3) Any acquisition by any employee benefit plan (or related
    trust) sponsored or maintained by the Corporation or any corporation
    controlled by the Corporation, (4) Any acquisition by any corporation
    pursuant to a transaction which complies with clauses (1), (2) and (3) of
    subsection (iii) of this Section 7(b), or (5) Any acquisition by Barron
    Hilton, the Charitable Remainder Unitrust created by Barron Hilton to
    receive shares from the Estate of Conrad N. Hilton, or the Conrad N. Hilton
    Fund; or
 
        (ii) A change in the composition of the Board such that the individuals
    who, as of the effective date of the Plan, constitute the Board (such Board
    shall be hereinafter referred to as the "Incumbent Board") cease for any
    reason to constitute at least a majority of the Board; PROVIDED, HOWEVER,
    for purposes of this Section 7(b), that any individual who becomes a member
    of the Board subsequent to the effective date of the Plan, whose election,
    or nomination for election by the Corporation's shareholders, was approved
    by a vote of at least a majority of those individuals who are members of
 
                                      8
<PAGE>
    the Board and who were also members of the Incumbent Board (or deemed to be
    such pursuant to this proviso) shall be considered as though such individual
    were a member of the Incumbent Board; but, PROVIDED FURTHER, that any such
    individual whose initial assumption of office occurs as a result of either
    an actual or threatened election contest (as such terms are used in Rule
    14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual
    or threatened solicitation of proxies or consents by or on behalf of a
    Person other than the Board shall not be so considered as a member of the
    Incumbent Board (a "Board Change"); or
 
       (iii) The approval by the shareholders of the Corporation of a
    reorganization, merger or consolidation or sale or other disposition of all
    or substantially all of the assets of the Corporation ("Corporate
    Transaction"); excluding however, such a Corporate Transaction pursuant to
    which (1) all or substantially all of the individuals and entities who are
    the beneficial owners, respectively, of the Outstanding Corporation Common
    Stock and Outstanding Corporation Voting Securities immediately prior to
    such Corporate Transaction will beneficially own, directly or indirectly,
    more than 60% of, respectively, the outstanding shares of common stock, and
    the combined voting power of 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 Corporate Transaction (including, without
    limitation, a corporation which as a result of such transaction owns the
    Corporation or all or substantially all of the Corporation's assets either
    directly or through one or more subsidiaries) in substantially the same
    proportions as their ownership, immediately prior to such Corporate
    Transaction, of the Outstanding Corporation Common Stock and Outstanding
    Corporation Voting Securities, as the case may be, (2) no Person (other than
    the Corporation, any employee benefit plan (or related trust) of the
    Corporation or such corporation resulting from such Corporate Transaction)
    will beneficially own, directly or indirectly, 20% or more of, respectively,
    the outstanding shares of common stock of the corporation resulting from
    such Corporate Transaction or the combined voting power of the outstanding
    voting securities of such corporation entitled to vote generally in the
    election of directors except to the extent that such ownership existed prior
    to the Corporate Transaction, and (3) individuals who were members of the
    Incumbent Board will constitute at least a majority of the members of the
    board of directors of the corporation resulting from such Corporate
    Transaction; or
 
        (iv) The approval by the stockholders of the Corporation of a complete
    liquidation or dissolution of the Corporation.
 
    (c) CHANGE IN CONTROL PRICE.  For purposes of the Plan, "Change in 
Control Price" means the higher of (i) the highest reported sales price, 
regular way, of a share of Common Stock in any transaction reported on the 
New York Stock Exchange Composite Tape or other national exchange on which 
such shares are listed or on NASDAQ during the 60-day period prior to and 
including the date of a Change in Control or (ii) if the Change in Control is 
the result of a tender or exchange offer or a Corporate Transaction, the 
highest price per share of Common Stock paid in such tender or exchange offer 
or Corporate Transaction; PROVIDED, HOWEVER, that (x) in the case of a Stock 
Option which (A) is held by an optionee who is an officer or director of the 
Corporation and is subject to Section 16(b) of the Exchange Act and (B) was 
granted within 240 days of the Change in Control, then the Change in Control 
Price for such Stock Option shall be the Fair Market Value of the Common 
Stock on the date such Stock Option is exercised or deemed exercised and (y) 
in the case of Incentive Stock Options and Stock Appreciation Rights relating 
to Incentive Stock Options, the Change in Control Price shall be in all cases 
the Fair Market Value of the Common Stock on the date such Incentive Stock 
Option or Stock Appreciation Right is exercised. To the extent that the 
consideration paid in any such transaction described above consists all or in 
part of
 
                                      9
<PAGE>
securities or other noncash consideration, the value of such securities or other
noncash consideration shall be determined in the sole discretion of the Board.
 
SECTION 8.  TERM, AMENDMENT AND TERMINATION
 
    The Plan will terminate ten years after the effective date of the Plan.
Under the Plan, Awards outstanding as of such date shall not be affected or
impaired by the termination of the Plan.
 
    The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would (i) impair the rights of
an optionee under a Stock Option or a recipient of a Stock Appreciation Right
theretofore granted without the optionee's or recipient's consent, except such
an amendment made to cause the Plan to qualify for the exemption provided by
Rule 16b-3, or (ii) disqualify the Plan from the exemption provided by Rule
16b-3. In addition, no such amendment shall be made without the approval of the
Corporation's shareholders to the extent such approval is required by law or
agreement.
 
    The Committee may amend the terms of any Stock Option or other Award
theretofore granted, prospectively or retroactively, but no such amendment shall
impair the rights of any holder without the holder's consent except such an
amendment made to cause the Plan or Award to qualify for the exemption provided
by Rule 16b-3.
 
    Subject to the above provisions, the Board shall have authority to amend the
Plan to take into account changes in law and tax and accounting rules as well as
other developments, and to grant Awards which qualify for beneficial treatment
under such rules without stockholder approval.
 
SECTION 9.  UNFUNDED STATUS OF PLAN
 
    It is presently intended that the Plan constitute an "unfunded" plan for
incentive and deferred compensation. The Committee may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver Common Stock or make payments; PROVIDED, HOWEVER, that unless the
Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.
 
SECTION 10.  GENERAL PROVISIONS
 
    (a) The Committee may require each person purchasing or receiving shares
pursuant to an Award to represent to and agree with the Corporation in writing
that such person is acquiring the shares without a view to the distribution
thereof. The certificates for such shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer.
 
    Notwithstanding any other provision of the Plan or agreements made pursuant
thereto, the Corporation shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock under the Plan prior to
fulfillment of all of the following conditions:
 
        (1) Listing or approval for listing upon notice of issuance, of such
    shares on the New York Stock Exchange, Inc., or such other securities
    exchange as may at the time be the principal market for the Common Stock;
 
        (2) Any registration or other qualification of such shares of the
    Corporation under any state or federal law or regulation, or the maintaining
    in effect of any such registration or other qualification which the
    Committee shall, in its absolute discretion upon the advice of counsel, deem
    necessary or advisable; and
 
                                      10
<PAGE>
        (3) Obtaining any other consent, approval, or permit from any state or
    federal governmental agency which the Committee shall, in its absolute
    discretion after receiving the advice of counsel, determine to be necessary
    or advisable.
 
    (b) Nothing contained in the Plan shall prevent the Corporation or any
subsidiary or Affiliate from adopting other or additional compensation
arrangements for its employees.
 
    (c) Adoption of the Plan shall not confer upon any employee any right to
continued employment, nor shall it interfere in any way with the right of the
Corporation or any subsidiary or Affiliate to terminate the employment of any
employee at any time.
 
    (d) No later than the date as of which an amount first becomes includible in
the gross income of the participant for federal income tax purposes with respect
to any Award under the Plan, the participant shall pay to the Corporation, or
make arrangements satisfactory to the Committee regarding the payment of, any
federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount. Unless otherwise determined by the
Corporation, withholding obligations may be settled with Common Stock, including
Common Stock that is part of the Award that gives rise to the withholding
requirement. The obligations of the Corporation under the Plan shall be
conditional on such payment or arrangements, and the Corporation and its
Affiliates shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment otherwise due to the participant. The Committee may
establish such procedures as it deems appropriate, including making irrevocable
elections, for the settlement of withholding obligations with Common Stock.
 
    (e) The Committee shall establish such procedures as it deems appropriate
for a participant to designate a beneficiary to whom any amounts payable in the
event of the participant's death are to be paid or by whom any rights of the
participant, after the participant's death, may be exercised.
 
    (f) In the case of a grant of an Award to any employee of a subsidiary of
the Corporation, the Corporation may, if the Committee so directs, issue or
transfer the shares of Common Stock, if any, covered by the Award to the
subsidiary, for such lawful consideration as the Committee may specify, upon the
condition or understanding that the subsidiary will transfer the shares of
Common Stock to the employee in accordance with the terms of the Award specified
by the Committee pursuant to the provisions of the Plan.
 
    (g) The Plan and all Awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Delaware,
without reference to principles of conflict of laws.
 
SECTION 11.  EFFECTIVE DATE OF PLAN
 
    The Plan shall be effective as of January 18, 1996, provided that it is
approved and adopted by at least a majority of the shares voted of Common Stock
of the Corporation within 12 months after such date.
 
                                      11