<PAGE>
                                                                 Exhibit 10.25

                          HILTON HOTELS THRIFT SAVINGS PLAN


                                  (1996 RESTATEMENT)

<PAGE>

                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----
ARTICLE I
             DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . .  1

ARTICLE II
             ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . 23
             Section 2.1  Requirements for Participation . . . . . . . . . . 23
             Section 2.2  Notice of Eligibility. . . . . . . . . . . . . . . 23
             Section 2.3  Application to Participate . . . . . . . . . . . . 23
             Section 2.4  Designation of Beneficiary . . . . . . . . . . . . 24
             Section 2.5  Date of Participation. . . . . . . . . . . . . . . 26

ARTICLE III
             PARTICIPANT'S CONTRIBUTIONS . . . . . . . . . . . . . . . . . . 26
             Section 3.1  Participant Contributions. . . . . . . . . . . . . 26
             Section 3.2  Compensation Deferrals . . . . . . . . . . . . . . 27
             Section 3.3  Change in Participant's Contributions. . . . . . . 29
             Section 3.4  Cessation of Participation . . . . . . . . . . . . 29
             Section 3.5  Investment Funds . . . . . . . . . . . . . . . . . 30
             Section 3.6  Valuation of Accounts. . . . . . . . . . . . . . . 31
             Section 3.7  Section 404(c) Provisions. . . . . . . . . . . . . 31
             Section 3.8  Section 402(g) Limit on Compensation
                          Deferrals. . . . . . . . . . . . . . . . . . . . . 32
             Section 3.9  Section 401(k) Limitations on 
                          Compensation Deferrals . . . . . . . . . . . . . . 34
             Section 3.10 Section 401(m) Limitations on Participant
                          Contributions and Matching Company Contributions . 39
             Section 3.11 Rollover Contributions . . . . . . . . . . . . . . 43

ARTICLE IV
             COMPANY CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . 44
             Section 4.1  Matching Company Contributions . . . . . . . . . . 44
             Section 4.2  Allocation of Matching Company
                          Contributions. . . . . . . . . . . . . . . . . . . 46
             Section 4.3  Contribution Limits. . . . . . . . . . . . . . . . 47
             Section 4.4  Limit of Deductible Contributions By The
                          Company. . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE V
             PARTICIPANT'S ACCOUNTS. . . . . . . . . . . . . . . . . . . . . 47
             Section 5.1  Account Balances . . . . . . . . . . . . . . . . . 47
             Section 5.2  Allocation of Earnings, Losses and
                          Changes in Fair Market Value of the Net Assets of
                          the Funds. . . . . . . . . . . . . . . . . . . . . 48
             Section 5.3  Vesting of Participant's Interests . . . . . . . . 48

ARTICLE VI
             DISTRIBUTION FROM TRUST FUND. . . . . . . . . . . . . . . . . . 51

                                       i
<PAGE>

                           TABLE OF CONTENTS (CONTINUED)

                                                                           PAGE
                                                                           ----
             Section 6.1  When Interests Become Distributable and
                          Effect Thereof . . . . . . . . . . . . . . . . . . 51
             Section 6.2  Payment. . . . . . . . . . . . . . . . . . . . . . 52
             Section 6.3  Disposition of Forfeitable Interest -
                          Effect of Rehiring . . . . . . . . . . . . . . . . 57
             Section 6.4  Spendthrift Trust Provisions . . . . . . . . . . . 58
             Section 6.5  Withdrawal of Contributions. . . . . . . . . . . . 59
             Section 6.6  Missing Participant or Beneficiary . . . . . . . . 66
             Section 6.7  Direct Rollovers . . . . . . . . . . . . . . . . . 67

ARTICLE VII
             COMMITTEE, INVESTMENT AND ADMINISTRATION. . . . . . . . . . . . 69
             Section 7.1  Appointment of Committee . . . . . . . . . . . . . 69
             Section 7.2  General Duties and Powers of Committee . . . . . . 69
             Section 7.3  Investment Powers and Duties . . . . . . . . . . . 71
             Section 7.4  Organization of Committee. . . . . . . . . . . . . 74
             Section 7.5  Records and Reports. . . . . . . . . . . . . . . . 75
             Section 7.6  Claims Procedure . . . . . . . . . . . . . . . . . 76
             Section 7.7  Manner of Administering. . . . . . . . . . . . . . 77
             Section 7.8  Compensation, Bonding, Expenses
                          and Indemnity. . . . . . . . . . . . . . . . . . . 77

ARTICLE VIII
             CONTINUANCE AND AMENDMENT OF PLAN . . . . . . . . . . . . . . . 79
             Section 8.1  Continuance of Plan Not a Contractual
                          Obligation of Company - Impossibility of
                          Diversion. . . . . . . . . . . . . . . . . . . . . 79
             Section 8.2  Consolidation or Merger. . . . . . . . . . . . . . 80
             Section 8.3  Amendments . . . . . . . . . . . . . . . . . . . . 81
             Section 8.4  Termination of Plan. . . . . . . . . . . . . . . . 82

ARTICLE IX
             ADMINISTRATION OF THE TRUST FUND -
             THE TRUST AGREEMENT - EXPENSES. . . . . . . . . . . . . . . . . 83

ARTICLE X
             MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . 84
             Section 10.1 Loans to Participants. . . . . . . . . . . . . . . 84
             Section 10.2 Limits on Employees' Rights. . . . . . . . . . . . 88
             Section 10.3 Transfers of Participants. . . . . . . . . . . . . 88
             Section 10.4 Context to Control . . . . . . . . . . . . . . . . 89
             Section 10.5 Construction . . . . . . . . . . . . . . . . . . . 89
             Section 10.6 Qualified Domestic Relations Orders. . . . . . . . 89
             Section 10.7 Action by Participant or Other Person. . . . . . . 89
             Section 10.8 Receipt or Release . . . . . . . . . . . . . . . . 90
 
                                       ii
<PAGE>

                           TABLE OF CONTENTS (CONTINUED)

                                                                           PAGE
                                                                           ----
             Section 10.9 Persons Under Incapacity . . . . . . . . . . . . . 90
             Section 10.10 Top-Heavy Plan Requirements . . . . . . . . . . . 90

ARTICLE XI
             LAW GOVERNING AND SEVERABILITY. . . . . . . . . . . . . . . . . 91

APPENDIX A
             ANNUAL ADDITION LIMITS. . . . . . . . . . . . . . . . . . . . .A-1

APPENDIX B
             TOP-HEAVY PROVISIONS. . . . . . . . . . . . . . . . . . . . . .B-1


                                     iii
<PAGE>

                        HILTON HOTELS THRIFT SAVINGS PLAN
                               (1996 Restatement)

                  HILTON HOTELS CORPORATION, pursuant to action of its Board 
of Directors taken at a duly called meeting, has adopted and does institute 
the following as an amendment and restatement in toto of the Hilton Hotels 
Thrift Savings Plan:

                                    ARTICLE I

                                   DEFINITIONS

                  When used herein and in the Trust Agreement, with the first 
letter capitalized, the following words shall have the following meanings 
unless the context clearly indicates otherwise.

                  "Account" or "Accounts" shall mean the accounts established 
to record a Participant's interest in the Trust Fund established in 
accordance with this Plan.

                  "Affiliated Employer" shall mean, with respect to the 
Company and each Participating Employer; 

                  (a) Each corporation which is a member of a controlled 
group of corporations (within the meaning of Section 1563(a) of the Code, 
determined without regard to Section 1563(a)(4) and (e)(3)(C) thereof) of 
which the Company or Participating Employer is a component member, 

                  (b) each entity (whether or not incorporated) which is 
under common control with the Company or 

                                     1
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Participating Employer, as such common control is defined in Section 414(c) 
of the Code and Regulations issued thereunder, 

                  (c) any organization which is a member of an affiliated 
service group (within the meaning of Section 414(m) of the Code) of which the 
Company or a Participating Employer is a member, and 

                  (d) any organization which is required by regulations 
issued under Section 414(o) of the Code to be treated as an Affiliated 
Employer.  For the purposes of Section 4.3 of this Plan the phrase "more than 
50 percent" shall be substituted for the phrase "at least 80 percent" each 
place it appears in Section 1563(a)(1) of the Code.  The term "Affiliated 
Employer" shall also include each predecessor employer to the extent required 
by Section 414(a) of the Code or to the extent designated by the Board of 
Directors. Notwithstanding the foregoing, an organization shall not be 
considered an Affiliated Employer for any purpose under the Plan prior to the 
date it is considered affiliated under clauses (a) through (d) above.

                  "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 the provisions 
of Section 2.4 to receive the benefits specified hereunder in the event of 
the Participant's death.  If there is no valid Beneficiary designation in 
effect that complies with

                                     2
<PAGE>

the provisions of Section 2.4, 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 duly appointed and currently 
acting personal representative of the Participant's estate (which shall 
include either the Participant's probate estate or living trust) shall be the 
Beneficiary.  In any case where there is no such personal representative of 
the Participant's estate duly appointed and acting in that capacity within 90 
days after the Participant's death (or such extended period as the Committee 
determines is reasonably necessary to allow such personal representative to 
be appointed, but not to exceed 180 days after the Participant's death), then 
Beneficiary or Beneficiaries shall mean the person or persons who can verify 
by affidavit or court order to the satisfaction of the Committee that they 
are legally entitled to receive the benefits specified hereunder.

                  In the event any amount is payable under the Plan to a 
minor, payment shall not be made to the minor, but instead shall be paid (i) 
to that person's then living parent(s) to act as custodian, (ii) if that 
person's parents are then divorced, and one parent is the sole custodial 
parent, to such custodial parent, or (iii) 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

                                     3
<PAGE>

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 days after the date the amount becomes 
payable, payment shall be deposited with the court having jurisdiction over 
the estate of the minor.

                  "Board of Directors" shall mean the Board of Directors of 
HILTON HOTELS CORPORATION.

                  "Code" shall mean the Internal Revenue Code of 1986, as 
amended from time to time.

                  "Committee" shall mean the Administrative Committee 
appointed in accordance with Article VII.

                  "Company" shall mean HILTON HOTELS CORPORATION, any 
predecessor corporation, or any successor corporation resulting from merger, 
consolidation, or transfer of assets substantially as a whole which shall 
expressly agree in writing to continue this Plan and, where the context so 
warrants, any Participating Employer.

                  "Company Contribution Account" shall mean the Account 
established to hold matching Company contributions contributed in accordance 
with Article IV on behalf of each Participant, together with the allocations 
thereto as required by the Plan.

                                     4
<PAGE>

                  "Compensation" shall mean compensation paid or accrued, to 
or on behalf of a Participant, subject to Employer FICA Taxes under the Code 
provisions in effect on March 1, 1978 (without regard to the dollar 
limitation). Such Compensation shall include overtime, bonuses, gratuities 
subject to Employer FICA Taxes, vacation pay and holiday pay.  Such 
Compensation shall not include tips, tokens, gratuities or other forms of 
extra Compensation not subject to Employer FICA Taxes, relocation, 
maintenance or severance allowances, retirement plan contributions or 
benefits, fees, or insurance premiums or benefits, and shall also exclude any 
amounts attributable to a plan, program or other arrangement based on or 
involving Hilton Hotels Corporation capital stock which otherwise would be 
treated as Compensation. Compensation shall include amounts by which a 
Participant's Compensation is reduced pursuant to a cafeteria plan, in 
accordance with Section 125 of the Code.  Effective January 1, 1994, 
Compensation shall include tips, tokens and gratuities, but only to the 
extent that such tips, tokens and gratuities are actually reported as income 
subject to income tax withholding on form W-2 for the Employee.

                  Notwithstanding the foregoing, for purposes of Section 3.10 
of this Plan, Compensation shall mean compensation actually paid by the 
Company to the Participant during the Plan Year and reportable for federal 
income tax

                                     5
<PAGE>

purposes on Form W-2, reduced by the amounts described in Treas. Reg. Section 
1.414(s)-1(c)(3).

                  For Plan years beginning on or after January 1, 1989, the 
maximum amount of an Employee's Compensation which shall be taken into 
account under the Plan for any Plan Year shall be $200,000 adjusted at the 
same time and in the same manner as under Section 415(d) of the Code.  For 
any Plan Year of fewer than twelve months, the $200,000 limit shall be 
reduced to the amount obtained by multiplying the $200,000 limit (as adjusted 
under Code Section 415(d)) by a fraction having a numerator equal to the 
number of full months in the Plan Year and a denominator equal to twelve.  
For purposes of the $200,000 limitation referred to above, the Compensation 
of any Participant who is either a 5% owner (as defined in Section 416(i)(1) 
of the Code), or one of the ten most highly paid Highly Compensated Employees 
during the Plan Year ("First Participant") shall be aggregated with the 
Compensation of any Participant who has not attained age 19 and is a lineal 
descendant of the First Participant and any Participant who is the spouse of 
the First Participant.  In any case in which such aggregation would produce 
Compensation in excess of the $200,000 limitation, the amount of the First 
Participant's Compensation that is considered under the Plan shall be reduced 
until the $200,000 limitation is met.

                  Notwithstanding the foregoing, for Plan Years beginning on 
or after January 1, 1994, the $200,000 limit 

                                       6


<PAGE>

referred to above shall be reduced to $150,000 adjusted in accordance with 
Section 401(a)(17)(B) of the Code.  For purposes of applying the $150,000 
limit, the rules set forth in the preceding paragraph shall continue to 
apply, except that "$150,000" shall replace "$200,000" each place it appears.

       "Compensation Deferrals" shall mean an amount contributed to this Plan 
by the Company in lieu of being paid to a Participant as salary or wages.  
Compensation Deferrals shall be made under salary reduction arrangements 
between each Participant and the Company with respect to salary or wages not 
yet paid or otherwise available to the Participant as of the date of the 
Participant's election under the arrangement.  Section 3.2 contains the 
provisions under which Compensation Deferrals may be made.

       "Compensation Deferral Account" shall mean the Account maintained by 
the Committee for each Participant that is to be credited with Company 
payments to the Plan attributable to the Participant's Compensation Deferrals 
that are credited to this Account in accordance with Section 3.2, together 
with the allocations thereto as required by the Plan.

        "Disability Retirement Date" shall mean the date of retirement prior 
to the Normal Retirement Date fixed by the Company for a Participant who is 
found by the Committee, in its sole discretion, after consideration of such 
evidence as it may require, including reports of such physicians as

                                     7
<PAGE>

it may designate, to have become totally and permanently unable to discharge 
his assigned duties as a result of mental or physical disease or condition.

        "Effective Date" of this Plan is the 1st day of January, 1979.

       "Eligible Employee" shall mean each Employee of the Company and 
Participating Employers except that there shall be excluded all leased 
employees described in Section 414(n) of the Code and those employees covered 
by a collective bargaining agreement between the Company or Participating 
Employers and any collective bargaining representative if retirement benefits 
were the subject of good faith bargaining between such representative and the 
Company or Affiliated Employer unless the Employee is a member of a group of 
employees to whom this Plan has been extended by such a collective bargaining 
agreement.

        "Employee" shall mean every person employed by the Company or an 
Affiliated Employer, including any leased employee described in Section 
414(n) of the Code and any other individual required to be treated as 
employed by the Company or an Affiliated Employer under Section 414(o) of the 
Code.

        "ERISA" shall mean the Employee Retirement Income Security Act of 
1974, as amended from time to time.

        "Fiduciary" shall mean all persons defined in Section 3(21) of ERISA 
associated in any manner with the control, management, operation, and 
administration of the 

                                       8
<PAGE>

Plan or the assets of the Plan, and such term shall be construed as including 
the term "Named Fiduciary" with respect to those Fiduciaries named in the 
Plan or who are identified as Fiduciaries pursuant to procedures specified in 
the Plan.

        "Fiscal Year" shall mean the fiscal year of the HILTON HOTELS 
CORPORATION.  At present, that Fiscal Year commences the first day of January 
and ends the last day of December, and this shall be the Plan Year, 
limitation year, and the taxable year of the Trust established pursuant to 
this Plan.

        "Highly Compensated Employee" shall, with respect to the Company and 
each Participating Employer, mean:

         a)  For Plan Years Commencing on or prior to December 31, 
1996:

             (i)  Any Employee who performs services for the Company or any 
Affiliated Employer during the "determination year" and who, during the 
"look-back year" (1) was a 5% owner of the Company or any Affiliated 
Employer; (2) received compensation from the Company or any Affiliated 
Employer in excess of $75,000 (as adjusted pursuant to Section 415(d) of the 
Code); (3) received compensation from the Company or any Affiliated Employer 
in excess of $50,000 (as adjusted pursuant to Section 415(d) of the Code) and 
was a member of the "top-paid group" for such year; or (4) was an officer of 
the Company or any Affiliated Employer and received compensation during such 
year that is

                                       9
<PAGE>

greater than 50% of the dollar limitation in effect under Section 
415(b)(1)(A) of the Code;

             (ii)   Any Employee who performs services for the Company or any 
Affiliated Employer during the determination year and who, with respect to 
the determination year, is either described in (a)(i)(1) above or is both one 
of the 100 Employees who received the most compensation from the Company or 
any Affiliated Employer during the determination year and is described in 
(a)(i)(2), (a)(i)(3) or (a)(i)(4); or

              (iii)  Any Employee who separated from service (or was deemed 
to have separated) prior to the determination year, performs no services for 
the Company or any Affiliated Employer during the determination year, and met 
the description in (a)(i) or (a)(ii) above for either the separation year or 
any determination year ending on or after the Employee's 55th birthday.

               (iv)  If no officer of the Company or any Affiliated Employer 
has compensation in excess of 50% of the dollar limitation in effect under 
Section 415(b)(1)(A) of the Code during a determination year or a look-back 
year, the highest paid officer for such year shall be treated as a Highly 
Compensated Employee.

                (v)  If an Employee is, during a determination year or 
look-back year, a "family member" of either a 5% owner who is an Employee or 
of a Highly Compensated Employee in the group consisting of the 10 most

                                       10
<PAGE>

highly compensated Employees ranked on the basis of compensation paid by the 
Company or any Affiliated Employer during the determination year or the 
look-back year, then the family member and 5% owner or top-ten Highly 
Compensated Employee shall be treated as a single Employee, and their 
compensation and contributions or benefits under this Plan shall be 
aggregated. Except as otherwise provided under Section 401(a)(17) of the 
Code, "family member' includes the spouse, lineal ascendants and descendants 
of the Employee or former Employee and the spouses of such lineal ascendants 
and descendants.

                (vi)  The "determination year" shall be the Plan Year for 
which compliance is being tested, and the "look-back year" shall be the 
12-month period immediately preceding the determination year. 

                (vii)  The top-paid group for a determination year or a 
look-back year shall consist of the top 20% of Employees ranked on the basis 
of compensation received during the year excluding Employees described in 
Section 414(q)(8) of the Code and Treasury Regulations thereunder.  The 
number of Employees treated as officers shall be limited to 50 (or, if less, 
the greater of 3 Employees or 10% of the Employees).  For purposes of this 
definition of "Highly Compensated Employee", "compensation" means 
compensation within the meaning of Section 415(c)(3) of the Code, but 
including elective or salary reduction contributions to a

                                       11
<PAGE>

cafeteria plan, cash or deferred arrangement or tax-sheltered annuity.

                  (viii)  If the Company or Participating Employer makes an 
election for any year under this Paragraph (viii), in determining whether an 
Employee is a Highly Compensated Employee for such year, Paragraph (a)(i)(2) 
shall be applied by substituting "$50,000" for "$75,000," and Paragraph 
(a)(i)(3) shall not apply.

              b)  For Plan Years Commencing after December 31, 1996:

                  (i)  Any Employee who performs services for the Company or 
any Affiliated Employer who, at any time during the "determination year" or 
the "look-back year" was a 5% owner of the Company or any Affiliated 
Employer, or who, during the "look-back year," received compensation from the 
Company or any Affiliated Employer in excess of $80,000 (as adjusted pursuant 
to Section 415(d) of the Code); or

                  (ii)  Any Employee who separated from service (or was 
deemed to have separated) prior to the determination year, performs no 
services for the Company or any Affiliated Employer during the determination 
year, and met the description in (b)(i) above for either the separation year 
or any determination year ending on or after the Employee's 55th birthday.

                  (iii)  The "determination year" shall be the Plan Year for 
which compliance is being tested, and the "look-back year" shall be the 
12-month period immediately

                                       12
<PAGE>

preceding the determination year.  The provisions of this Subsection (b) 
shall be applied to determine "Highly Compensated Employees" in any look-back 
year even if such look-back year coincided with a Plan Year which commenced 
on or prior to December 31, 1996.

                  (iv)  For purposes of this definition of "Highly 
Compensated Employee", "compensation" means compensation within the meaning 
of Section 415(c)(3) of the Code, but including elective or salary reduction 
contributions to a cafeteria plan, cash or deferred arrangement or 
tax-sheltered annuity.

                  (v)   If the Company or Participating Employer makes an 
election for any year under this Paragraph (b)(v), in determining whether an 
Employee is a Highly Compensated Employee for such year, Paragraph (b)(i) 
shall be applied by substituting "$80,000 (as adjusted pursuant to Section 
415(d) of the Code) and who was a member of the 'top-paid group' for such 
year" for "$80,000 (as adjusted pursuant to Section 415(d) of the Code)" 
therein.  The "top-paid group" for a look-back year shall consist of the top 
20% of Employees ranked on the basis of compensation received during the year 
excluding Employees described in Section 414(q)(5) of the Code and Treasury 
Regulations thereunder.

                                       13
<PAGE>

      "Hour of Service" shall be defined as each hour 

           (a) for which an Employee is paid, or entitled to payment, for the 
performance of duties for the Company or an Affiliated Employer; 

           (b) for which the Employee is paid or entitled to payment by the 
Company or an Affiliated Employer on account of a period during which no 
duties are performed (irrespective of whether the employment relationship has 
terminated) due to vacation, holiday, illness, incapacity (including 
disability), layoff, jury duty, military duty, or leave of absence; or 

            (c) for which back pay, irrespective of mitigation of damages, is 
either awarded or agreed to by the Company or an Affiliated Employer.  

      The following additional rules shall apply in calculating Hours of 
Service:  (1) no more than 501 Hours of Service are required to be credited 
to an Employee on account of any single period during which the Employee 
performs no duties; (2) an hour for which an Employee is directly or 
indirectly paid, or entitled to payment, on account of a period during which 
no duties are performed is not required to be credited to the Employee if 
such payment is made or due under a plan maintained solely for the purpose of 
complying with applicable worker's compensation, unemployment compensation, 
or disability insurance laws; (3) Hours of Service are not required to be 
credited for a payment which solely reimburses an Employee for medical or 

                                       14
<PAGE>

medically related expenses incurred by the Employee; (4) a payment shall be 
deemed to be made by or due from a Company or an Affiliated Employer 
regardless of whether such payment is made by or due from the Company or an 
Affiliated Employer directly, or indirectly through, among others, a trust 
fund, or insurer, to which the Company or an Affiliated Employer contributes 
or pays premiums and regardless of whether contributions made or due to the 
trust fund, insurer, or other entity are for the benefit of particular 
Employees or on behalf of a group of Employees in the aggregate; (5) no more 
than one Hour of Service shall be credited with respect to any hour of time; 
(6) an "Hour of Service" shall include any hour for which an Employee is 
entitled to payment by a "leasing organization" (as described in Section 
414(n)(2) of the Code) for the performance of duties for the Company or an 
Affiliated Employer.  

      The definition of "Hour of Service" set forth herein shall also be 
construed in accordance with, and shall include any additional periods of 
service, that may be required by regulations promulgated by the United States 
Department of Labor.  The hour of service rules stated in the Department of 
Labor Regulations Section 2530.200b-2(b) and -2(c) are herein incorporated by 
reference.

       "Investment Fund" shall mean one of the funds established by the 
Committee for the investment of the assets of the Plan pursuant to Sections 
2.3(b) and 3.5.

                                       15
<PAGE>

       "Investment Manager" shall mean a Fiduciary designated by the 
Committee under this Plan to whom has been delegated the responsibility and 
authority to manage, acquire or dispose of Plan assets (a) who (1) is 
registered as an investment adviser under the Investment Advisers Act of 
1940; (2) is a bank, as defined in that Act; or (3) is an insurance company 
qualified to perform investment advisory services under the laws of more than 
one state; and (b) who has acknowledged in writing that he is a Fiduciary 
with respect to the management, acquisition, and control of Plan assets.

       "Matched Compensation Deferrals" shall mean a Participant's 
Compensation Deferrals which are matched by the Company in accordance with 
Section 4.1.

       "Matching Company Contributions" shall mean the contributions made by 
the Company or a Participating Employer pursuant to Section 4.1.

       "Normal Retirement Age" shall mean a  Participant's sixty-fifth 
birthday.  A Participant may retire at any time after attaining Normal 
Retirement Age.  Until actual retirement, a Participant shall continue to 
participate in this Plan.  

       "One Year Break in Service" or "Break in Service" shall mean a 
computation period during which an individual completes not more than 500 
Hours of Service.  The computation period for purposes of Section 2.1 shall 
be the twelve-month period commencing on the date the Employee 
 
                                       16

<PAGE>

first becomes an Employee and anniversaries thereof and for all other 
purposes shall be the Fiscal Year.

                  (a)          Solely for purposes of determining whether an 
Employee sustains a Break in Service, an Employee shall be eligible to 
receive credit for absence (i) by reason of pregnancy of the Employee, (ii) 
by reason of the birth of a child of the Employee, (iii) by reason of the 
placement of a child with the Employee in connection with the adoption of the 
child by the Employee, or (iv) for purposes of caring for the child for a 
period beginning immediately following the birth or placement.

                  (b)          The number of Hours of Service which shall 
credited to an Employee for a period of absence described in Subsection (a) 
above shall be (i) the number which otherwise would normally have been 
credited to the Employee but for the absence, or (ii) if the Committee 
determines that such number can not be determined, eight (8) Hours of Service 
per day of such absence; provided, however, that the total number of hours 
treated as Hours of Service under this Subsection (b) shall not exceed five 
hundred one (501) and that these Hours of Service shall be taken into account 
solely for purposes of determining whether or not the Employee has incurred a 
Break in Service.

                  (c)          The Hours of Service described in Subsection 
(b) above shall be credited to the computation period (i) in which the 
absence from work begins, if the Employee would be prevented from incurring a 
Break in Service in that


                                       17
<PAGE>

computation period solely because of such crediting, or (ii) in any other 
case, in the immediately following computation period.

                  (d)          Subsections (a)-(c) above shall not apply 
unless the Employee provides such timely information as the Committee may 
reasonably require to establish (i) that the absence is for reasons described 
in Subsection (a), and (ii) the number of days for which there was such an 
absence.

                  "Participant" shall mean any Eligible Employee included in 
the Plan as provided in Article II.  

                  "Participant Contribution Account" shall mean the account 
to which Participant Matched Contributions and Participant Supplementary 
Contributions are allocated pursuant to Section 5.1 on behalf of such 
Participant, together with the allocations thereto as required by the Plan.

                  "Participant Contributions" shall mean the Participant 
Matched Contributions and Participant Supplementary Contributions.

                  "Participant Matched Contributions" shall mean the 
contributions of Compensation made by a Participant pursuant to Section 3.1 
which are matched by the Company in accordance with Section 4.1.

                  "Participant Supplementary Contributions" shall mean 
contributions of Compensation made by a Participant pursuant to Section 3.1 
in excess of the Participant's

                                       18
<PAGE>

Matched Contributions which shall not be matched by Company contributions.

                  "Participating Employer" shall mean the Company and any 
Affiliated Employer with respect to the Company which, by resolution of its 
board of directors and with the approval of the Board of Directors, elects to 
participate in this Plan.  In addition, "Participating Employer" shall mean 
other business entities in which the Company, directly or indirectly, has an 
interest or with which it has a contractual relationship designated from time 
to time by the Committee as being eligible to be included in the Plan, and 
which adopts the Plan by appropriate action; but any such designation or 
adoption may be terminated or withdrawn at any time by filing with the 
Company a resolution, respectively of the Committee or of the adopting 
business entity, and such termination or withdrawal the entity whose 
designation or adoption was so terminated or withdrawn shall not thereafter 
be considered a Participating Employer under this Plan.  By electing to 
participate in this Plan, a Participating Employer agrees to be bound by any 
Plan or Trust amendment adopted by resolution of the Board of Directors or by 
the written instrument of any person to whom the Board of Directors has 
delegated its authority to adopt the amendment.  Each Participating Employer 
shall also be bound by the investment and administrative control of the Plan 
by delegates properly appointed by the Company and Committee.  Appendix C 
hereto sets forth the names of all

                                       19
<PAGE>

Participating Employers as of November 1, 1991 and shall be revised from time 
to time by the Committee or its delegate.

                  "Plan" means the Hilton Hotels Thrift Savings Plan set 
forth in this document and all subsequent amendments thereto.

                  "Plan Year" shall mean the Fiscal Year.

                  "Rollover Account" shall mean the Account maintained for a 
Participant that is credited with the amount, if any, received by the Plan in 
accordance with Section 3.11 as a rollover contribution, as defined in 
Section 402(a)(5) of the Code, together with the allocations thereto as 
required by the Plan.

                  "Supplemental Compensation Deferrals" shall mean a 
Participant's Compensation Deferrals in excess of his or her Matched 
Compensation Deferrals.  Supplemental Compensation Deferrals are those which 
are not matched by Company contributions.

                  "Trust" shall mean that Trust established pursuant to the 
Trust Agreement.

                  "Trust Agreement" shall mean that certain agreement between 
the Company and the Trustee providing for the investment and administration 
of the Trust Fund.

                  "Trust Fund" shall mean the fund established under the 
Trust Agreement by contributions made by the Company and Participants and 
from which any amounts payable under the Plan are to be paid.


                                       20
<PAGE>

                  "Trustee" shall mean the Trustee under the Trust Agreement.

                  "Valuation Date" shall mean any date as of which the Trust 
Fund was valued pursuant to Section 3.6.

                  "Year of Service" shall mean a computation period during 
which the Employee completes one thousand (1,000) or more Hours of Service 
for the Company or an Affiliated Employer.  The computation period referred 
to in the preceding sentence shall be the Fiscal Year except for purposes of 
Section 2.1, in which case the computation period shall be the twelve (12) 
month period commencing on the date the Employee first becomes an Employee 
(or any anniversary thereof).  In no instance will an Employee be credited 
with more than one (1) Year of Service with respect to service performed in a 
single computation period.  Notwithstanding any provision to the contrary in 
this Plan, an Employee shall be credited with Years of Service only with 
respect to periods of "covered service" and "contiguous noncovered service."  
For purposes of determining an Employee's Years of Service, "covered service" 
shall mean an Employee's service as an Eligible Employee and "contiguous 
noncovered service" shall mean an Employee's noncovered service as a 
non-Eligible Employee which immediately precedes or follows such Employee's 
covered service and no quit, discharge or retirement occurs between such 
covered service and uncovered service; provided, however, that any transfer 
of an Employee between (a) a corporation or trade

                                       21
<PAGE>

or business included within the definition of "Company" and (b) an Affiliated 
Employer not included within the definition of "Company" shall result in such 
Employee's period of noncovered service which immediately precedes or follows 
such transfer being deemed "noncontiguous" for purposes of this definition of 
Year of Service.

                  A Participant's employment is not considered terminated for 
purposes of the Plan if the Employee has been on leave of absence with the 
consent of the Company or an Affiliated Employer, provided that he returns to 
the employ of the Company or an Affiliated Employer at the expiration of such 
leave or such longer period as may be prescribed by law in the case of a 
Participant who is a member of the armed forces of the United States.  A 
leave of absence shall mean leaves granted by the Company or an Affiliated 
Employer, in accordance with rules uniformly applied to all Employees, for 
reasons of health, military or public service or for reasons determined by 
the Company or an Affiliated Employer to be in its best interests.  
Participants who do not return to the employ of the Company or an Affiliated 
Employer within ten days following the end of the leave of absence, or within 
the required time in case of service with the armed forces, shall be deemed 
to have terminated their employment as of the date when their leave began, 
unless such failure to return was the result of their death, total disability 
or normal retirement.


                                       22
<PAGE>

                                   ARTICLE II

                                   ELIGIBILITY

                  SECTION 2.1  REQUIREMENTS FOR PARTICIPATION.  Participation 
in the Plan on the part of each Employee is voluntary.  An Eligible Employee 
who on the Effective Date of this Plan, or the first day of any calendar 
month thereafter, has completed at least one Year of Service shall be 
eligible to participate as of the first day of the first calendar month 
coinciding with or next following the date the Eligible Employee satisfies 
the aforesaid service requirement.

                  SECTION 2.2  NOTICE OF ELIGIBILITY.  The Committee shall 
give reasonable advance written notice to Employees of their prospective 
eligibility to become Participants, and shall state therein the conditions of 
participation.

                  SECTION 2.3  APPLICATION TO PARTICIPATE.  An Eligible 
Employee eligible to become a Participant may become a Participant by filing, 
at least thirty (30) days before the first day of the month as of which 
participation is to commence, in such form and with such persons as the 
Committee shall designate, an application which shall:

                  (a)          Specify the amount of Compensation Deferrals 
and Participant Contributions to be deducted from his Compensation by the 
Company and paid to the Trustee on his behalf;


                                       23
<PAGE>

                  (b)          Specify the manner in which such contributions 
shall be invested, provided that such investments must be in accordance with 
Section 3.5;

                  (c)          Designate a Beneficiary or Beneficiaries to 
receive any payments which may be due under the Plan upon his death;

                  (d)          Contain such other or additional information 
as in the opinion of the Committee is desirable or necessary in the operation 
of the Plan.

                  (e)          Notwithstanding anything herein to the 
contrary, an Employee shall not be entitled to make contributions or 
deferrals for any calendar month which commenced prior to the Employee's 
specification of the amount of contributions or deferrals to be deducted from 
his Compensation, nor shall he be entitled to retroactively increase his 
specified contributions or deferrals.

                  (f)          The aggregate Compensation Deferrals and 
Participant Contributions specified by a Participant pursuant to Section 
2.3(a) shall not exceed 14% of such Participant's Compensation.

                  SECTION 2.4  DESIGNATION OF BENEFICIARY.  Upon forms 
provided by the Committee, each Employee who becomes a Participant shall 
designate in writing the Beneficiary or Beneficiaries whom such Employee 
desires to receive any benefits payable under this Plan in the event of such 
Employee's death.  A Participant may from time to time change his designated 
Beneficiary or Beneficiaries without

                                       24
<PAGE>

the consent of such Beneficiary or Beneficiaries by filing a new designation 
in writing with the Committee.  However, if a married Participant wishes to 
designate a person other than his spouse as Beneficiary, such designation 
shall be consented to in writing by the spouse, which consent shall 
acknowledge the effect of the designation and be witnessed by a Plan 
representative or a notary public.  The Participant may change any election 
designating a Beneficiary or Beneficiaries without any requirement of further 
spousal consent if the spouse's consent so provides.  Notwithstanding the 
foregoing, spousal consent shall be unnecessary if it is established (to the 
satisfaction of a Plan representative) that there is no spouse or that the 
required consent cannot be obtained because the spouse cannot be located, or 
because of other circumstances prescribed by Treasury Regulations.  The 
Company, the Committee and the Trustee may rely upon his designation of 
Beneficiary or Beneficiaries last filed in accordance with the terms of this 
Plan.  Upon the dissolution of marriage of a Participant, any designation of 
the Participant's former spouse as a Beneficiary shall be treated as though 
the Participant's former spouse had predeceased the Participant, unless (i) 
the Participant executes another Beneficiary designation that complies with 
this Section 2.4 and that clearly names such former spouse as a Beneficiary, 
or (ii) a court order presented to the Committee prior to distribution on 
behalf of the Participant explicitly requires the

                                       25
<PAGE>

Participant to continue to maintain the former spouse as the Beneficiary.  In 
any case in which the Participant's former spouse is treated under the 
Participant's Beneficiary designation as having predeceased the Participant, 
no heirs or other beneficiaries of the former spouse shall receive benefits 
from the Plan as a Beneficiary of the Participant except as provided 
otherwise in the Participant's Beneficiary designation.

                  SECTION 2.5  DATE OF PARTICIPATION.  Once the application 
for participation is completed, participation shall become effective on the 
date of eligibility specified in Section 2.1 and shall continue during the 
Participant's employment with the Company or Participating Employer.  

                                   ARTICLE III

                           PARTICIPANT'S CONTRIBUTIONS

                  SECTION 3.1  PARTICIPANT CONTRIBUTIONS.

                  (a)          A Participant may make Participant 
Contributions which shall be made solely by payroll deductions from his 
Compensation and the amounts so deducted shall be paid to the Trustee on or 
before ninety days following the time when the deduction is made.  The 
amount, which shall be specified under Section 2.3(a) and deducted under this 
Section, shall be in whole percentages from 1% to 14% of his Compensation as 
specified by the Participant, subject to the limitation in Section 2.3(f).
                 
                                       26

<PAGE>

                  (b)  Notwithstanding any provision in this Plan to the 
contrary, if, due to federal or state tax withholding requirements the net 
amount of after-tax Compensation payable to a Participant by the Company for 
a pay period is less than the Compensation percentage specified by the 
Participant in accordance with Section 2.3(a), the Participant may make a 
cash contribution to the Plan equal to the difference between the 
Participant's contribution for the payroll period by payroll deduction, if 
any, and the Compensation percentage specified by the Participant.  Any 
direct cash contribution by a Participant with respect to a payroll period in 
accordance with this Section 3.1(d) shall be made within thirty (30) days 
following the last day of such payroll period.

                  SECTION 3.2  COMPENSATION DEFERRALS.

                  (a)  ELECTION TO DEFER.  Subject to the limitations in 
Sections 2.3(f), 3.8, 3.9 and Appendix A, each Participant may elect 
Compensation Deferrals, in writing in the manner prescribed by the Committee, 
in whole percentages from 1% to 14% of the Participant's Compensation for 
each payroll period.  The Participant's compensation shall be reduced by the 
amount of his Compensation Deferrals, which shall be credited to the 
Participant's Compensation Deferral Account, and shall be made in accordance 
with rules established by the Committee.

                  (b)  STATUS OF COMPENSATION DEFERRALS.  To make Compensation 
Deferrals under this Section, the Company will

                                       27
<PAGE>

reduce the Participant's compensation in the amount authorized by the 
Participant and make a contribution to the Trustee equal to such reduction as 
of the earliest date on which such amount can reasonably be segregated from 
the Company's general assets, not to exceed 90 days from the date on which 
such amount would otherwise have been payable to the Participant in cash, or 
as of such earlier date as may be required by regulations issued pursuant to 
ERISA.  Effective February 3, 1997, to make Compensation Deferrals under this 
Section, the Company will reduce the Participant's compensation in the amount 
authorized by the Participant and make a contribution to the Trustee equal to 
such reduction as of the earliest date on which such amount can reasonably be 
segregated from the Company's general assets, not to occur later than the 
15th business day of the month following the month in which such amount would 
otherwise have been payable to the Participant in cash, or as of such earlier 
date as may be required by regulations issued pursuant to ERISA, or as of 
such later date as may be applicable if the Company qualifies for an 
extension of time to make such payment pursuant to regulations issued under 
ERISA.  Compensation Deferrals constitute Company contributions under the 
Plan and are intended to qualify as elective contributions under Code Section 
401(k).

                  (c)  GENERAL LIMITATIONS ON COMPENSATION DEFERRALS. As of the 
last day of the Plan Year, the Committee shall determine the amount of 
Compensation

                                       28
<PAGE>

Deferrals in excess of those permitted under Section 3.8 of the Plan, and any 
excess shall be distributed to the Participant responsible for the excess 
Compensation Deferral in accordance with the Code, Treasury Regulations and 
Section 3.9(d).

                  SECTION 3.3  CHANGE IN PARTICIPANT'S CONTRIBUTIONS.  A 
Participant may as of the first day of any calendar month change the 
specifications with respect to payroll deductions made under Section 2.3(a), 
3.1(a) and 3.2(a) to another specification permitted under such Sections by 
filing an application to change such specification in such form and with such 
person as the Committee shall designate.  Such change in specification shall 
not become effective until the first day of the calendar month which is at 
least thirty days after the filing of such application.

                  SECTION 3.4  CESSATION OF PARTICIPATION.  A Participant who 
changes his specification to direct that no contributions shall be deducted 
from his Compensation shall have such change effective as of the next regular 
payroll period and need not wait until the beginning of the next calendar 
month; provided, however, that such Participant may not again change such 
specification to begin further contributions sooner than the beginning of the 
payroll period in the calendar month coinciding with or next

                                       29
<PAGE>

following three (3) months after the first payroll date for which no 
contribution is made by that Participant.

                  SECTION 3.5  INVESTMENT FUNDS.

                  (a)  Five separate Investment Funds shall be established and 
maintained by the Committee under this Plan.  The Committee, the Trustee or the 
Investment Manager shall determine the investments to be made under the 
Investment Funds.  The Investment Funds shall be (i) a Fixed Income Fund, 
(ii) a S&P 500 Index Stock Fund, (iii) a Growth & Income Stock Fund, (iv) a 
Balanced Fund, and (v) a Self-managed Account.

                  (b)  Pursuant to rules established by the Committee and 
subject to the provisions of this Section, each Participant shall have the 
right and obligation to designate, in 10% increments, in which of the Investment
Funds his Accounts will be invested, and to change such designation.  The 
designation shall be on such forms as are established by the Committee or 
pursuant to such other methods (including telephonic transfers if authorized by 
the Committee).  The Committee shall describe to the Participants the 
investments to be made under each Investment Fund in such detail as the 
Committee deems appropriate in its sole discretion.

                  (c)  Participant loans made pursuant to this Plan shall not 
be included in any of the Investment Funds.  Instead, for any Participant who 
takes such a loan, such loan shall be considered an investment of his Accounts.

                                       30
<PAGE>

Such Participant's Accounts shall be credited with the investment gain or 
loss attributable to such loan.  The Committee may establish other rules, 
regulations, and procedures regarding the Investment Funds as it deems 
appropriate in its sole discretion.

                  SECTION 3.6  VALUATION OF ACCOUNTS.

                  (a)  The value of the Accounts invested in the Investment 
Funds shall be established on each business day by the Trustee or the applicable
Investment Manager, and investment gains and losses shall be allocated to such 
Accounts according to the investment elections of Participants.

                  (b)  Notwithstanding anything to the contrary herein, if the 
Committee determines that an alternative method of allocating earnings and 
losses would better serve the interests of Participants and Beneficiaries or 
could be more readily implemented, the Committee may substitute such 
alternative; provided that any such alternative method must result in Plan 
earnings being allocated on the general basis of Account balances.

                  SECTION 3.7  SECTION 404(c) PROVISIONS.

                  (a)  This Plan is intended to constitute a plan described in 
Section 404(c) of ERISA, and the regulations thereunder.  As a result, with 
respect to elections described in this Plan and any other exercise of control by
a Participant or his or her Beneficiary over assets in the Participant's 
Accounts, such Participant or Beneficiary

                                       31
<PAGE>

shall be solely responsible for such actions and neither the Trustee, the 
Committee, the Company, an Investment Manager nor any other person or entity 
which is otherwise a Fiduciary shall be liable for any loss or liability 
which results from such Participant's or Beneficiary's exercise of control.

                  (b)  The Committee shall provide to each Participant or his or
her Beneficiary the information described in Section 2530.404b-1(b)(2)(i)(B)(1) 
of the Department of Labor Regulations.  Upon request by a Participant or his or
her Beneficiary, the Committee shall provide the information described in 
Section 2530.404b-1(b)(2)(i)(B)(2) of the Department of Labor Regulations.

                  (c)  The Committee may take such other actions or implement 
such other procedures as it deems necessary or desirable in order that the Plan 
comply with Section 404(c) of ERISA.

                  SECTION 3.8  SECTION 402(g) LIMIT ON COMPENSATION DEFERRALS.

                  (a)  Compensation Deferrals made on behalf of any Participant 
under this Plan and all other plans (which are described in Section 3.8(c)) 
maintained by the Company or an Affiliated Employer shall not exceed the 
limitation under Code Section 402(g)(1) for the taxable year of the Participant,
as adjusted annually under Section 402(g)(5) of the Code, and shall be effective
as of January 1 of each calendar year.

                                       32
<PAGE>

                  (b)  In the event that the dollar limitation provided for in 
Section 3.8(a) is exceeded, the Participant is deemed to have requested a 
distribution of the excess amount by the first March 1 following the close of 
the Participant's taxable year, and the Committee shall distribute such excess 
amount, and any income allocable to such amount, to the Participant by 
April 15th.  In determining the excess amount distributable with respect to a 
Participant's taxable year, excess Compensation Deferrals previously distributed
or redesignated as after-tax contributions for the Plan Year beginning with or 
within such taxable year shall reduce the amount otherwise distributable under 
this Subsection (b).

                  (c)  In the event that a Participant is also a participant in 
(1) another qualified cash or deferred arrangement as defined in Section 401(k) 
of the Code, (2) a simplified employee pension, as defined in Section 408(k) of 
the Code, or (3) a salary reduction arrangement, within the meaning of 
Section 3121(a)(5)(D) of the Code, and the elective deferrals, as defined in 
Section 402(g)(3) of the Code, made under such other arrangement(s) and this 
Plan cumulatively exceed the dollar limit under Section 3.8(a) for such 
Participant's taxable year, the Participant may, not later than March 1 
following the close of his taxable year, notify the Committee in writing of such
excess and request that the Compensation Deferrals made on his behalf under this
Plan be reduced by an amount specified by the Participant.

                                       33
<PAGE>

The Committee may then determine to distribute such excess in the same manner 
as provided in Section 3.8(b).

                  SECTION 3.9  SECTION 401(k) LIMITATIONS ON COMPENSATION 
DEFERRALS.

                  (a)  The Committee will estimate, as soon as practical before 
the close of the Plan Year and at such other times as the Committee in its 
discretion determines, the extent, if any, to which Compensation Deferral 
treatment under Section 401(k) of the Code may not be available to any 
Participant or class of Participants.  In accordance with any such estimate, the
Committee may modify the limits in Section 3.2(a), or set initial or interim 
limits, for Compensation Deferrals relating to any Participant or class of 
Participants.  These rules may include provisions authorizing the suspension or 
reduction of Compensation Deferrals above a specified dollar amount or 
percentage of Compensation.

                  (b)  For each Plan Year, an actual deferral percentage will be
determined for each Participant equal to the ratio of the total amount of the 
Participant's Compensation Deferrals allocated under Section 3.2(a) for the 
Plan Year divided by the Participant's Compensation in the Plan Year.  For 
purposes of this Section 3.9, "Compensation" shall meet the requirements of 
Section 414(s) of the Code and Treasury Regulations.  For Plan Years commencing 
on or before December 31, 1996, in the case of

                                       34
<PAGE>

family members treated as a single Highly Compensated Employee under 
Paragraph (a)(v) of the definition of "Highly Compensated Employee" in 
Article I, in accordance with the family aggregation rules of Section 
414(q)(6) of the Code, the actual deferral percentage shall be determined by 
combining the Compensation Deferrals and Compensation of all eligible family 
members.  Except to the extent taken into account in the preceding sentence, 
the Compensation Deferrals and Compensation of such family members shall be 
disregarded for purposes of determining the actual deferral percentages for 
the group of non-Highly Compensated Employees under this Section 3.9.  An 
Employee's Compensation taken into account for this purpose shall be limited 
to Compensation received during the Plan Year while the Employee is a 
Participant.  Except as otherwise provided in this Section 3.9(b), with 
respect to Participants who have made no Compensation Deferrals under this 
Plan, such actual deferral percentage will be zero.  

                  (c)  The average of the actual deferral percentages for Highly
Compensated Employees ("High Average") when compared with the average of the 
actual deferral percentages for non-Highly Compensated Employees ("Low Average")
must meet one of the following requirements:        

                  (1)  The High Average is no greater than 1.25 times the Low 
         Average; or  


                                       35
<PAGE>

                  (2)  The High Average is no greater than two times the Low 
         Average, and the High Average is no greater than the Low Average plus 
         two percentage points.  

                  (d)  If, at the end of a Plan Year, a Participant or class of 
Participants has excess Compensation Deferrals, then the Committee may elect, at
its discretion, to pursue any of the following courses of action or any 
combination thereof: 

                  (i)  Excess Compensation Deferrals, and any earnings 
         attributable thereto through the end of the Plan Year, may be 
         distributed to the Participant within the 2-1/2 month period following 
         the close of the Plan Year to which the excess Compensation Deferrals 
         relate to the extent feasible, but in all events no later than 12 
         months after the close of such Plan Year. A Participant's Supplemental 
         Compensation Deferrals, and any earnings thereon, shall be distributed 
         prior to his or her Matched Compensation Deferrals, and any earnings 
         thereon.

                  (ii) The Company, in its discretion, may make a contribution 
         to the Plan, which will be allocated as a fixed dollar amount among the
         Accounts of some or all non-Highly Compensated Employees (as determined
         by the Company) who have met the requirements of Section 2.1.  Such 
         contributions shall be fully (100%) vested at all times, and shall be 
         subject to the withdrawal restrictions which are applicable to 
         Compensation 

                                       36

<PAGE>

         Deferrals.  Such contributions shall be considered "Qualified 
         Non-Elective Contributions" under applicable Treasury 
         Regulations.

Any such excess Compensation Deferrals distributed from the Plan with respect 
to a Participant for a Plan Year shall be reduced by any amount previously 
distributed to such Participant under Section 3.8(b) for the Participant's 
taxable year ending with or within such Plan Year.

                  (e) The amount of the excess Compensation Deferrals will be 
determined by the Committee by reducing the actual deferral percentage of the 
Highly Compensated Employee(s) with the highest actual deferral percentage to 
the extent required to enable the Plan to meet the limits in (c) above or to 
cause the actual deferral percentage of such Highly Compensated Employee(s) 
to equal the actual deferral percentage of the Highly Compensated Employee(s) 
with the next-highest actual deferral percentage.  The process in the 
preceding sentence shall be repeated until the Plan satisfies the limits in 
(c) above.  In the case of family members subject to the family aggregation 
rules of Section 414(q)(6) of the Code, excess Compensation Deferrals will be 
allocated among family members in proportion to the Compensation Deferrals of 
each family member that have been combined under Section 3.9(b) above. 
Effective for Plan Years commencing after December 31, 1996, the amount of 
the excess Compensation Deferrals will be determined by the Committee by 
reducing the Compensation Deferrals of the

                                       37
<PAGE>

Highly Compensated Employee(s) with the highest actual Compensation Deferrals 
to the extent required to enable the Plan to meet the limits in (c) above or 
to cause the amount of such deferrals to equal the Compensation Deferrals of 
the Highly Compensated Employee(s) with the next-highest actual Compensation 
Deferrals.  The process in the preceding sentence shall be repeated until the 
Plan satisfies the limits in (c) above. The earnings attributable to excess 
Compensation Deferrals will be determined in accordance with Treasury 
Regulations.  The Committee will not be liable to any Participant (or his 
Beneficiary, if applicable) for any losses caused by inaccurately estimating 
or calculating the amount of any Participant's excess Compensation Deferrals 
and earnings attributable to the Compensation Deferrals.

                  (f) If the Committee determines that an amount to be 
deferred pursuant to the election provided in Section 3.2 would cause Company 
contributions under this and any other tax-qualified retirement plan 
maintained by any Company to exceed the applicable deduction limitations 
contained in Section 404 of the Code, or to exceed the maximum Annual 
Addition determined in accordance with Appendix A, the Committee may treat 
such amount in accordance with the rules in Section 3.9(d)(2) hereof.

                  (g) In the discretion of the Committee, the tests described 
in this section may be applied by aggregating the Plan with any other defined 
contribution plans permitted under the Code.  For purposes of determining 
whether the

                                       38
<PAGE>

Plan satisfies the requirements of this Section 3.9, all Compensation 
Deferrals and Elective Contributions under any other Plan maintained by the 
Company which is aggregated with this Plan for purposes of Section 401(a) or 
410(b) of the Code (other than Section 410(b)(2)(A)(ii)) are to be treated as 
made under a single plan.  Furthermore, if two or more plans are permissively 
aggregated for purposes of the test described in this section, the aggregated 
plans must also satisfy Code Sections 401(a)(4) and 410(b) as though they 
were a single plan.

                  SECTION 3.10 SECTION 401(m) LIMITATIONS ON PARTICIPANT
CONTRIBUTIONS AND MATCHING COMPANY CONTRIBUTIONS.

                  (a) The Committee will estimate, as soon as practicable, 
before the close of the Plan Year and at such other times as the Committee in 
its discretion determines,  the extent to which Participant Contributions 
and/or Matching Company Contributions may not be available to any Participant 
or class of Participants under Code Section 401(m).  In accordance with any 
such estimate, the Committee may modify the limits in Section 3.1 or set 
initial or interim limits, for Participant Contributions and/or Matching 
Company Contributions relating to any Participant or class of Participants.  
The tests of this Section 3.10 shall be performed separately with respect to 
the Company and Participating Employers together with their respective 
Affiliated Employers.

                                       39
<PAGE>

                  (b) For each Plan Year, a contribution percentage will be 
determined for each Eligible Employee equal to the ratio of the total amount 
of the Participant Contributions and Matching Company Contributions allocated 
under Sections 3.1 and 4.1 for the Plan Year divided by the Eligible 
Employee's Compensation in the Plan Year during which the Eligible Employee 
was eligible to participate in the Plan.  For Plan Years commencing on or 
before December 31, 1996, in the case of family members treated as a single 
Highly Compensated Employee under Paragraph (a)(v) of the definition of 
"Highly Compensated Employee," in accordance with the family aggregation 
rules of Section 414(q)(6) of the Code, the contribution percentage shall be 
determined by combining the Participant Contributions, Matching Company 
Contributions and Compensation of all eligible family members.  Except to the 
extent taken into account in the preceding sentence, the Participant 
Contributions, Matching Company Contributions, and Compensation of such 
family members shall be disregarded for purposes of determining the average 
of the contribution percentages for the group of non-Highly Compensated 
Employees under this Section 3.10(b).  Except as otherwise provided in this 
Section 3.10(b), with respect to Eligible Employees who have made no 
Participant Contributions and for whom there were no Matching Contributions 
under this Plan, such contribution percentage will be zero.

                                       40
<PAGE>

                  (c) The average of the contribution percentages for Highly 
Compensated Employees ("High Average") when compared with the average of the 
contribution percentages for non-Highly Compensated Employees ("Low Average") 
must meet one of the following requirements:

                           (i)   The High Average is no greater than 1.25
         times the Low Average; or

                           (ii)  The High Average is no greater than two
         times the Low Average, and the High Average is no greater than the
         Low Average plus two percentage points.  

                           (iii) If, at the end of a Plan Year, a 
Participant or class of Participants has excess contributions, then the 
Committee may elect, at its discretion, to pursue any of the following 
courses of action or any combination thereof:

                                      (1)  Matching Company Contributions 
(and any earnings attributable thereto through the end of the Plan Year) that 
are not vested may be forfeited.  

                                      (2)  Excess Participant Contributions 
and excess Matching Company Contributions (and any earnings attributable to 
such excess amounts through the end of the Plan Year) may be distributed to 
the Participant within the 2-1/2 month period following the close of the Plan 
Year to the extent feasible, and in all events no later than 12 months after 
the close of the Plan Year.  The Company may distribute the Participant 
Supplementary Contributions

                                       41
<PAGE>

before distributing any Participant Matched Contributions or may distribute 
(or forfeit pursuant to clause i above) Matching Company Contributions prior 
to distributing any Participant Matched Contributions.

                  (e) The amount of excess Participant Contributions
and Matching Company Contributions shall be determined by the Committee by
reducing the contribution percentage of the Highly Compensated Employees with
the highest contribution percentage to the extent required to enable the Plan to
meet the limits in (c) above or to cause the contribution percentage of such
Participants to equal the contribution percentage of the Highly Compensated
Employees with the next-highest contribution percentage.  The process in the
preceding sentence shall be repeated until the Plan satisfies the limits in (c)
above.  The earnings attributable to excess contributions will be determined in
accordance with Treasury Regulations.  The Company and Committee will not be
liable to any Participant (or to his Beneficiary, if applicable) for any losses
caused by inaccurately estimating or calculating the amount of any Participant's
excess contributions and earnings attributable to such contributions.

                  (f) For purposes of performing the tests described in
this Section:

                           (i)   if, for purposes of meeting the
         requirements of Sections 401(m), 401(a)(4) and 410(b) of the Code
         (other than Section 410(b)(2)(A)(ii) of the

                                       42
<PAGE>

         Code), this Plan is aggregated with any other plan(s) of the Company 
         which provide for elective deferrals, employer matching and/or 
         employee after-tax contributions, then all contributions subject to 
         Section 401(m) of the Code that are made under this Plan and such 
         other plan(s) shall be treated as having been made under one plan; 
         and

                           (ii)  if any Highly Compensated Employee under this 
         Plan participates in any other plan(s) of the Company which provide 
         for elective deferrals, employer matching and/or employee after-tax 
         contributions, then all contributions made by such Highly 
         Compensated Employee under this Plan and such other plan(s) shall be 
         treated as having been made under one plan.

                  SECTION 3.11 ROLLOVER CONTRIBUTIONS.

                  (a) An Eligible Employee, regardless of whether he has 
satisfied the participation requirements of Section 2.1 who, as a result of a 
termination of employment, disability or attainment of age 59-1/2, has 
received a distribution from a plan which meets the requirements of Section 
401(a) of the Code may, in accordance with procedures approved by the 
Committee, transfer the distribution received from the other plan to the 
Trust; provided that the distribution is eligible for rollover treatment and 
exclusion from the gross income of the Participant in accordance with Section 
402(a)(5) of the Code.  

                                       43
<PAGE>

                  (b) The Committee shall develop such procedures, and may 
require such information from an Employee desiring to make such a transfer, 
as it deems necessary or desirable to determine that the proposed transfer 
will meet the requirements of this Section.  Upon approval by the Committee, 
the amount transferred shall be deposited in the Trust and shall be credited 
to an account which shall be referred to as the "Rollover Account."  Such 
account shall be 100% vested in the Employee and shall share in income 
allocations as provided in the Plan, but shall not share in Company 
contribution allocations. Upon termination of employment, the total amount of 
the Employee's Rollover Account shall be distributed in accordance with 
Article VI.

                  (c) Upon such transfer by an Eligible Employee who has not 
yet completed the participation requirements of Section 2.1, his Rollover 
Account shall represent his sole interest in the Plan until he becomes a 
Participant.  

                                   ARTICLE IV

                              COMPANY CONTRIBUTIONS

                  SECTION 4.1  MATCHING COMPANY CONTRIBUTIONS.  With respect to
Participant's who have completed five or fewer Years of Service, at the time
such Participant's contributions are paid to the Trustee, the Company will pay
to the Trustee a corresponding contribution equal to fifty percent (50%) of the
Participant Contributions or Compensation Deferrals for the payroll period of
each such

                                       44
<PAGE>

Participant (reduced by certain forfeitures as provided in Section 6.3); 
provided that the maximum Matching Company Contribution made on behalf of any 
such Participant shall not exceed 3% of such Participant's Compensation 
during the payroll period.  With respect to Participant's who have completed 
more than five Years of Service, at the time such Participant's contributions 
are paid to the Trustee, the Company will pay to the Trustee a corresponding 
contribution equal to seventy-five percent (75%) of the Participant 
Contributions or Compensation Deferrals for the payroll period of each such 
Participant (reduced by certain forfeitures as provided in Section 6.3); 
provided that the maximum Matching Company Contribution made on behalf of any 
such Participant shall not exceed 4.5% of such Participant's Compensation 
during the payroll period.  Matching Company Contributions shall be deemed to 
be made first with respect to a Participant's Compensation Deferrals, and 
then, in the event that such Participant's Matching Company Contributions 
exceed the maximum amount which could have been made with respect to his or 
her Compensation Deferrals, with respect to his or her Participant 
Contributions. Notwithstanding the foregoing, to the extent determined by the 
Company, the Company may at its sole discretion make an additional Matching 
Contribution for any Plan Year on behalf of Participants whose Compensation 
does not exceed a specified dollar amount ("Eligible Participants").  Such 
additional Matching Company Contribution for a Plan Year

                                       45
<PAGE>

shall be allocated among Eligible Participants who are Employees as of the 
last day of such Plan Year in the proportion that each such Eligible 
Participant's Matched Contributions for the Plan Year bears to the total of 
Matched Contributions by all such Eligible Participants for such Plan Year.  
Any additional Matching Company Contribution shall be made within the time 
prescribed under Section 404 of the Code and such contribution shall be 
deemed to be made with respect to that Participant's Compensation Deferrals.

                  The Company shall pay to the Trustee the Company Matching
Contribution for any Plan Year within the time prescribed by law, including
extensions of time for filing the Company's federal income tax return for the
Company's taxable year ending with or within the Plan Year to which the
contribution relates.

                  Contributions by the Company shall be made without regard to
current and accumulated profits for the year; provided, however, that the Plan
shall continue to be designed to qualify as a profit sharing plan for purposes
of Sections 401(a) et seq. of the Code.

                  SECTION 4.2  ALLOCATION OF MATCHING COMPANY CONTRIBUTIONS. 
Contributions made by the Company for any payroll period shall be allocated to
the Company Contribution Account maintained for the Participant on behalf of
whom the contribution under Section 4.1 was made.  No part of the contributions
paid by the Company to the Trustee shall be recoverable by the Company, and it
is 

                                       46

<PAGE>

intended that the contributions not be used for or diverted to purposes other 
than for the exclusive benefit of the Participants.

                  SECTION 4.3  CONTRIBUTION LIMITS.  Notwithstanding anything 
else contained herein, the Annual Additions, to all the Accounts of a 
Participant shall not exceed the lesser of $30,000 (or, if greater, 1/4 of 
the defined benefit dollar limitation in effect under Section 415(b)(1) of 
the Code for the limitation year) or 25% of the Participant's Section 415 
Compensation from the Company or Affiliated Employers during the Plan Year, 
in accordance with the provisions of Appendix A attached hereto. 

                  SECTION 4.4  LIMIT OF DEDUCTIBLE CONTRIBUTIONS BY THE 
COMPANY. The amount of the contribution made by the Company or a Participating 
Employer for any fiscal year shall not exceed the amount deductible by such 
Company or Participating Employer for federal income tax purposes, including 
any amounts which may be carried forward.

                                    ARTICLE V

                             PARTICIPANT'S ACCOUNTS

                  SECTION 5.1  ACCOUNT BALANCES.  There shall be maintained 
for each Participant a Participant Contribution Account, a Compensation 
Deferral Account, a Rollover Account, and a Company Contribution Account 
which shall show the dollar value of his current interest in the Trust Fund 
valued pursuant to Section 3.6, including the Participant

                                       47
<PAGE>

Contributions and Compensation Deferrals made by the Participant during the 
calendar month through such date, the Matching Company Contributions made 
during the calendar month through such date on behalf of each such 
Participant, and all forfeitures allocated to such Participant under this 
Plan during the calendar month through such date.  For purposes of 
determining a Participant's basis in his Account under Section 72(e) of the 
Code, his interest in the Participant Contribution Account attributable to 
any pre-1987 Participant Supplementary Contributions and pre-1987 Participant 
Matched Contributions shall be separately accounted for.

                  SECTION 5.2  ALLOCATION OF EARNINGS, LOSSES AND CHANGES IN 
FAIR MARKET VALUE OF THE NET ASSETS OF THE FUNDS. Earnings, losses and 
changes in fair market value of the net assets of each fund comprising the 
Investment Funds shall be allocated as of the date provided in Section 3.6 to 
the Participant's Accounts in the ratio which the dollar value of the 
interest of each such Participant in the respective fund bears to the dollar 
value of the interests in such fund of all such Participants as of the most 
recent Valuation Date.

                  SECTION 5.3  VESTING OF PARTICIPANT'S INTERESTS.

                  (a) FULLY VESTED ACCOUNTS.  A Participant's 
Participant Contribution Account, Compensation Deferral Account, and Rollover 
Account shall be 100% vested and nonforfeitable.

                                       48
<PAGE>

                  (b) COMPANY CONTRIBUTION ACCOUNT.  A Participant's 
interest allocated to his Company Contribution Account shall become vested to 
the extent of twenty-five percent (25%) upon completion of two Years of 
Service and twenty-five percent (25%) for each additional Year of Service.  
Therefore, a Participant shall be fully vested in his Company Contribution 
Account balance after five Years of Service.  Any portion of the interest of 
a Participant which shall not have become vested as herein provided shall be 
a forfeitable interest.

                               (i)   With respect to an Employee who has a 
One-Year Break in Service, such Employee's pre-break and post-break service 
will be aggregated for vesting purposes only after the Employee's post-break 
service is at least one year.

                               (ii)  If any Employee has five (5) or more 
consecutive One Year Breaks in Service and the number of such consecutive 
Breaks in Service is greater than the number of Years of Service he had prior 
to such break, and if such Employee has no vested benefits under this Plan 
derived from contributions by the Company at the time of said break, then 
Years of Service prior to such break shall not be added to the Years of 
Service after such break for vesting purposes.

                  (c) DISCONTINUANCE OF CONTRIBUTIONS.  If the Company shall, 
for any reason, completely discontinue its contributions to the Trust Fund, 
the entire interest of each

                                       49
<PAGE>

Participant in his Company Contribution Account shall be one hundred percent 
(100%) vested.  

                  (d) VALUATION OF AMOUNTS DISTRIBUTABLE.  The value of 
Participant Account balances shall be determined as of the Valuation Date 
immediately preceding the date of distribution.

                  (e) VESTING ON DEATH OR NORMAL RETIREMENT.  When any 
Participant shall reach his Normal Retirement Age or shall die, or shall 
suffer total disability while an Employee, his entire interest in the Trust 
Fund shall become one hundred percent (100%) vested without regard to his 
period of employment.

                  (f) PLAN PROVISIONS GOVERN DISTRIBUTION.  Any interest in 
the Trust Fund, whether forfeitable or vested, shall be and become payable to 
such Participant or his Beneficiaries only as and to the extent provided in 
this Plan, and a Participant or a former Participant who dies having 
designated a Beneficiary shall cease to have any interest hereunder or in his 
separate Account, and his Beneficiary shall become entitled to payment 
thereof solely as provided by the terms of this Plan.

                  (g) AMENDMENT OF VESTING SCHEDULE.  If the vesting schedule 
under the Plan is amended or if the Plan is amended in any way that directly 
or indirectly affects the computation of a Participant's vested interest in 
the Trust Fund, each Participant who has completed at least three (3) Years 
of Service may elect, within a reasonable time after

                                       50
<PAGE>

the adoption of the amendment, to continue to have such vested interest 
computed under the Plan without regard to such amendment.  The period during 
which the election may be made shall commence with the date the amendment is 
adopted and shall end on the latest of: (i) 60 days after the amendment is 
adopted; (ii) 60 days after the amendment is effective; or (iii) 60 days 
after the Participant is issued written notice of the amendment.

                                   ARTICLE VI

                          DISTRIBUTION FROM TRUST FUND

                  SECTION 6.1  WHEN INTERESTS BECOME DISTRIBUTABLE AND EFFECT 
THEREOF.

                  (a) UPON DEATH, DISABILITY OR RETIREMENT.  When a 
Participant dies, suffers total disability or retires, his entire interest in 
the Trust Fund as defined in this Plan, which shall have become one hundred 
percent (100%) vested as provided in Article V hereof, shall thereupon become 
distributable as hereinafter provided.

                  (b) UPON TERMINATION OF EMPLOYMENT.  When a Participant's 
employment is terminated for any reason other than death, total disability or 
retirement, such portion of his interest in the Trust Fund as shall have 
become vested as provided in Article V hereof shall thereupon become 
distributable as hereinafter provided.

                  (c) EFFECT OF INTEREST BECOMING DISTRIBUTABLE.  When a 
Participant's vested interest shall become

                                       51
<PAGE>

distributable upon termination of employment for any reason, as provided in 
this Section 6.1, such Participant, or his designated Beneficiary, shall 
cease to have any further interest or participation in the Trust Fund, or any 
subsequent accrual or contributions thereto, except the right to receive, in 
accordance with this Plan, payment of the value of his vested Account 
balance.  

                  SECTION 6.2  PAYMENT.

                  (a) DISTRIBUTION UPON RETIREMENT OR DISABILITY.  A 
Participant whose termination of employment occurs on or after attaining 
Normal Retirement Age or Disability Retirement Date shall, prior to the 
commencement of benefits, make an election with respect to the method of 
payment of his interest in the Trust Fund.  The Committee shall then 
institute one of the following methods of payment, as elected by the 
Participant, normally within ninety (90) days of said election to the extent 
administratively feasible:

                               (i)   Payment of the entire interest in cash 
in a lump sum.

                               (ii)  Transfer of the entire interest to a 
separate account for the Participant as described in Section 6.2(d), and 
payment thereof, including earnings to the Participant or Beneficiary, in 
substantially equal monthly installments not to exceed 120.

                  Notwithstanding the preceding provisions of this Section 
6.2(a), no payment period shall extend beyond the

                                       52
<PAGE>

maximum period prescribed under Section 401(a)(9)(A) of the Internal Revenue 
Code.  In the event a Participant or Beneficiary shall fail to make a timely 
election with respect to the method of payment, payment shall be made in a 
cash lump sum and shall be made as soon as practicable following attainment 
of Normal Retirement Age or Disability Retirement Date.

             (b)  DISTRIBUTION UPON DEATH.

                  If such Participant's interest is to be distributed because 
of his death, his Beneficiary or Beneficiaries shall be paid the entire 
amount of his interest in a lump sum within ninety (90) days after the 
receipt of notice of death and any other documents deemed appropriate by the 
Committee to the extent administratively feasible; provided, however, if an 
election for payment other than lump sum is in effect under Section 6.2(a), 
the selected mode of payment shall continue, and the method of distribution 
shall be at least as rapid as in effect on the date of the Participant's 
death.  However, a Beneficiary may make an election to have the Participant's 
interest payable in installments, as provided in Section 6.2(a).  Neither the 
Trustee nor the Company shall in any way be responsible for payment of death 
taxes attributable to payment of benefits hereunder.  Notwithstanding the 
preceding provisions of this Section 6.2(b), no payment period shall extend 
beyond the maximum period described by Code Section 401(a)(9), and, if 
payment is to be made in a lump sum, the Participant's

                                       53
<PAGE>

interest shall be distributed within five (5) years of the Participant's 
death.

                  (c) DISTRIBUTION UPON TERMINATION OF EMPLOYMENT.  
If a Participant's employment terminates prior to his Normal Retirement Age 
for any reason other than death or total disability, his vested interest in 
the Trust Fund shall be distributable in cash in a lump sum after receipt by 
the Committee of all required documentation, as follows:

                               (i)   In the case of a Participant whose 
vested interest does not exceed $3,500, distribution shall be made within 
ninety (90) days following the Participant's termination of employment to the 
extent administratively feasible, whether or not the Participant consents to 
such distribution.

                               (ii)  In the case of a Participant whose 
vested interest exceeds $3,500 distribution shall be made, to the extent 
administratively feasible, within ninety (90) days after the Participant's 
termination of employment, but only after the receipt by the Committee of the 
properly completed application of the Participant and any other required 
documentation to request distribution, including the Participant's consent to 
the distribution.

                               (iii) If a Participant described in (ii) 
above fails to consent to distribution of his vested interest prior to ninety 
(90) days following the Participant's termination of employment, the 
provisions of Section 6.2(d) shall apply.  Such a Participant shall be deemed 
to have

                                       54
<PAGE>

made an election to defer distribution to his Normal Retirement Age, unless 
prior to Normal Retirement Age and in accordance with (ii) above the 
Participant submits a request for an earlier distribution.

                  (d) TRANSFER FOR DEFERRED PAYMENTS.  A terminated 
Participant's forfeitable interest in the Trust Fund, if any, and any vested 
interest of the Participant that is not distributed prior to ninety (90) days 
following the Participant's termination of employment, pursuant to (i) an 
election of an installment distribution under Section 6.2(a) or (ii) the 
deferral of the distribution under Section 6.2(c), shall be transferred to 
and held in the Short-Term Money Market Income Fund or equivalent fund as 
designated by the Committee.  

                  (e) REQUIRED DISTRIBUTION DATE.  

                               (i)  Unless a Participant elects otherwise 
in writing, payment of benefits hereunder shall commence, notwithstanding 
anything to the contrary contained herein, no later than sixty days following 
the close of the later of the Plan Year in which (1) the Participant reaches 
Normal Retirement Age, (2) the Participant terminates employment, or (3) in 
which occurs the tenth anniversary of the year in which the Participant 
commenced participation in the Plan (unless the amount of the Participant's 
benefit has not been calculated by that date or the Participant cannot be 
located, in which case distribution shall begin no later

                                       55
<PAGE>

than sixty days after the payment can be calculated or the Participant 
located).  

                               (ii)  Notwithstanding anything to the 
contrary contained herein, the distribution options under the Plan shall 
comply with Section 401(a)(9) of the Code and regulations promulgated 
thereunder, which are hereby incorporated by this reference as a part of the 
Plan.  Accordingly, unless otherwise permitted by law, the entire interest of 
each Participant shall be distributed by April 1 of the calendar year 
following the calendar year in which the Participant reaches age 70-1/2.   
However, effective January 1, 1997 and only with respect to a Participant who 
is not a five percent (5%) owner of the Company or an Affiliated Employer at 
any time during Plan Year ending in the calendar year in which he or she 
attains age 70-1/2, and except as otherwise provided by law, such a 
Participant is not required to receive a distribution of his or her interest 
until the April 1 of the calendar year following the calendar year in which 
he or she retires.  Except as provided by law, a Participant who reached age 
70-1/2 before January 1, 1988 and who was not a five percent owner of the 
Company at any time during the Plan Year ending with or within the calendar 
year in which the Participant attains age 66-1/2 or thereafter, is not 
required to receive distribution of his interest until he separates from 
service.

                                       56

<PAGE>

                  SECTION 6.3  DISPOSITION OF FORFEITABLE INTEREST - EFFECT OF
REHIRING.

                  (a) Subject to the provisions of (c) below, any
forfeitable portion of a Participant's interest in the Trust Fund shall be
forfeited as of the earlier of the date the Participant's vested interest is
distributed to him, as provided in Section 6.2(c), or the date the Participant
incurs five (5) consecutive Breaks in Service.

                  (b) Effective as of January 1, 1997, as of the last
day of each Plan year, any and all amounts forfeited by Participants shall used
to pay expenses and fees in connection with the administration of the Plan and
Trust, except that if the Company pays such expenses and fees, then the amounts
forfeited by Participants shall be applied to reduce future Matching Company
Contributions by the Company or Participating Employer that made such
contribution on behalf of the Participant.

                  (c) In accordance with such rules as the Committee 
may prescribe, there shall be restored to the Participant's credit in his 
Account the dollar value of any portion of a Participant's interest in the 
Trust Fund which was forfeited upon distribution of the Participant's vested 
interest in accordance with Section 6.2(c); provided, however, that such 
restoration shall be made only in the case of the Participant's reemployment 
as an Eligible Employee prior to sustaining five (5) consecutive one year 
Breaks in Service, and only if the Participant repays to the

                                       57
<PAGE>

Plan in cash no later than the fifth anniversary of his reemployment as an 
Eligible Employee, the amount of the distribution attributable to Company 
Matching Contributions and earnings thereon received at termination.  The 
determination of the amount the Participant is required to repay in cash 
under this Subsection (c), and the determination of the dollar value of the 
forfeited amount required to be restored shall be made as of the Valuation 
Date the Participant's Account was valued for purposes of determining the 
amount of his distribution from the Trust Fund.  No adjustment in the dollar 
value of the forfeited amount shall be made for any gains or losses of the 
Trust Fund between the applicable Valuation Date and the restoration of the 
dollar value of the forfeited portion of Participant's interest in the Trust 
Fund.  The repaid amount and the Participant's restored interest in the Trust 
Fund shall upon repayment become a part of the Participant's new Account 
balance.  Said forfeited interest shall be restored from forfeitures in the 
Plan Year of repayment, or as soon as available.

                  SECTION 6.4  SPENDTHRIFT TRUST PROVISIONS.  Except as 
otherwise provided hereunder, all amounts payable hereunder by the Trustee 
shall be paid only to the person or persons entitled thereto, and all such 
payments shall be made directly into the hands of such person or persons and 
not into the hands of any other person or corporation whatsoever.  The 
interests of any Participant or Beneficiary

                                       58
<PAGE>

in the Trust Fund and/or any of the benefits, payments, proceeds or avails 
therefrom and under this Plan shall not be subject to claims of his 
creditors, or others, or subject to attachment, garnishment, execution or 
other process of law, and no Participant or Beneficiary shall have any right 
to alienate, assign, anticipate, commute, pledge or encumber his interest in 
the Trust Fund and/or any of the benefits, payments, proceeds or avails 
therefrom or under this Plan in any manner.

                  SECTION 6.5  WITHDRAWAL OF CONTRIBUTIONS.  Effective on the 
last day of any given calendar month, or effective upon such other date as 
the Committee shall determine, a Participant may, upon giving notice as 
required by the Committee, withdraw a part of the dollar value of his Account 
subject to the following conditions and limitations:

                  (a) Such withdrawal must first be made from the 
Participant's pre-1987 Supplementary Contributions, if any, but exclusive of 
earnings thereon.  A Participant who elects to make a withdrawal of his 
pre-1987 Supplementary Contributions under the provisions of this Subsection 
(a) shall not be permitted to make further Participant Contributions or 
Compensation Deferrals until the beginning of the calendar month following a 
period of three months from the last day of the calendar month in which such 
withdrawal request is made.

                  (b) Upon exhaustion of the Participant's pre-1987 
Supplementary Contributions, any further withdrawal must

                                       59
<PAGE>

then be made from the Participant's pre-1987 Matched Contributions, if any, 
also exclusive of earnings thereon; provided, however, that any Participant 
withdrawing pre-1987 Matched Contributions shall not be permitted to make 
further Participant Contributions or Compensation Deferrals until the 
beginning of the calendar month following a period of three months from the 
last day of the calendar month in which such withdrawal request is made.

                  (c) Upon exhaustion of the Participant's pre-1987 Matched 
Contributions, if any, exclusive of earnings thereon, any further withdrawal 
must then be made from the Participant's post-1986 Participant Contributions 
and earnings allocable to his aggregate Participant Contributions under the 
Plan.  Any such withdrawal shall be treated as an allocable withdrawal of his 
post-1986 Participant Contributions and of the earnings thereon in accordance 
with Section 72(e); provided, however, any withdrawal treated under Section 
72(e) of the Code as a withdrawal of amounts contributed by the Participant 
shall be first allocable to the Participant's Supplementary Contributions and 
then to his Matched Contributions.  A Participant who elects to make a 
withdrawal of any or all of his post-1986 Participant Contributions and 
earnings on his aggregate contributions under the provisions of this 
Subsection (c) shall not be permitted to make further Participant 
Contributions or Compensation Deferrals until the beginning of the calendar 
month following a period of

                                       60
<PAGE>

three months from the last day of the calendar month in which such withdrawal 
request is made.

                  (d) Notwithstanding Subsections (a), (b), and (c), a 
Participant may at any time request a withdrawal from his or her Rollover 
Account.

                  (e) Notwithstanding Subsections (a), (b), and (c), in the 
case of a Participant who has withdrawn the total dollar value of his or her 
Participant Contributions, earnings allocable to such contributions, and his 
or her Rollover Account, withdrawals may be made in the following order: (i) 
first, from the Participant's Supplementary Compensation Deferrals, and (ii) 
second, from the Participant's Matched Compensation Deferrals; exclusive of 
any earnings thereon; provided, however, that a Participant must be 
determined by the Committee to have an immediate and heavy financial need and 
the amount withdrawn must be necessary to meet that need.

                  Subject to the approval of the Committee and guidelines 
promulgated by the Committee, withdrawals pursuant to this Subsection (e) may 
be permitted upon written request by the Participant to meet an immediate and 
heavy financial need resulting from:  

                               (i)  Uninsured medical expenses previously
             incurred by the Participant, or the Participant's spouse or
             dependent or necessary to obtain such medical care; 

                                       61
<PAGE>


                               (ii)  The purchase (excluding mortgage payments)
             of a principal residence of the Participant; 

                               (iii) The payment of tuition for the next 12
             months of post-secondary education for the Participant, or the
             Participant's spouse, children or dependents; 

                               (iv)  The prevention of eviction of the
             Participant from his principal residence, or foreclosure on the
             mortgage of the Participant's principal residence; and 

                               (v)   Any other event described in Treasury 
             Regulations or rulings as an immediate and heavy financial 
             need and approved by the Company as a reason for permitting 
             distribution under this Subsection (e).

                               The Committee shall determine, in a uniform 
             and non-discriminatory manner, whether a Participant has an 
             immediate and heavy financial need.  A hardship distribution 
             may be made under this Subsection (e) only if such 
             distribution does not exceed the amount required to meet the 
             immediate financial need created by the hardship (including 
             taxes or penalties reasonably anticipated from the 
             distribution) and is not reasonably available from other 
             resources of the Participant.

                  A Participant shall not be permitted to make any hardship
withdrawals from his Accounts pursuant to this Subsection (e) until he has
obtained all distributions, other than hardship distributions, and all non-
taxable loans

                                       62
<PAGE>

currently available under all qualified profit sharing and retirement plans 
maintained by the Company or an Affiliated Employer.  

                  The Participant's request for a hardship withdrawal shall
include his written statement that the need cannot be relieved:  (i) through
reimbursement or compensation by insurance or otherwise; (ii) by reasonable
liquidation of the Participant's assets, to the extent such liquidation would
not itself cause immediate and heavy financial need; (iii) by cessation of
Participant Contributions or Compensation Deferrals under the Plan or by
cessation of contributions to any other qualified or nonqualified plans of
deferred compensation maintained by the Company or an Affiliated Employer; or
(iv) by other distributions or nontaxable loans currently available from plans
maintained by the Company or an Affiliated Employer, or by borrowing from
commercial sources on reasonable commercial terms; and a statement consenting
to the suspension of his or her Participant Contributions and Compensation
Deferrals as provided below.

                  A Participant who makes a hardship withdrawal shall make no
further Participant Contributions or Compensation Deferrals under this Plan or
any other qualified or nonqualified plan of deferred compensation (including
stock purchase or stock option plans, but not including any cafeteria or other
health or welfare plan) maintained by the Company or an Affiliated Employer
until

                                       63
<PAGE>

the beginning of the calendar month following a period of twelve months from 
the last day of the calendar month in which such withdrawal is made.

                  The Compensation Deferrals in the taxable year following a 
taxable year in which a Participant makes a hardship withdrawal shall not 
exceed: (1) the limit set forth in Section 3.8, minus (2) the amount of 
Compensation Deferrals made by such Participant in the taxable year in which 
such hardship withdrawal was made.

                  (f) Notwithstanding Subsections (a), (b), and (c), in the 
case of a Participant who has withdrawn the total dollar value of his or her 
Participant Contributions, earnings allocable to such contributions, and his 
or her Rollover Account, withdrawals may be made from the Company's Matching 
Contributions made with respect to that Participant's Participant 
Contributions and any earnings thereon, up to the full amount thereof; 
provided, however, that such Participant must be fully vested (100%) in 
Company contributions at the date of such a withdrawal, and must be 
determined by the Committee to have a hardship need.  Participants shall not 
withdraw any Company Matching Contributions made with respect to Compensation 
Deferrals, or any earnings thereon.  A Participant who makes a withdrawal 
pursuant to this Subsection (f) shall make no further Participant 
Contributions or Compensation Deferrals until the beginning of the calendar 
month following a period

                                       64
<PAGE>

of three months from the last day of the calendar month in which such 
withdrawal is made.

                  Hardship determinations shall be made by in a uniform and 
non discriminatory manner.  By way of example, and not limitation, hardship 
would be a financial hardship occurring in the personal affairs of a 
Participant because of:

                               (i)  A financial need of long range proportion,
             such as a need for Participant's purchase of a primary home or
             residence or for the post-secondary education of Participant's
             children; or 

                               (ii)  A financial need of large proportion, 
             such as a need due to major destruction of Participant's 
             residence when not covered by insurance; major loss of income 
             caused by accident, sickness, or temporary disability of 
             Participant; major loss of income caused by extended layoff of at 
             least 90 days of Participant; major financial burden caused by 
             death occurring in the immediate family of Participant; 
             foreclosure on the mortgage of Participant's residence; and 
             medical expenses of Participants who are eligible to participate 
             in the Hilton Hotels Group Health Plans to the extent such 
             expenses are not otherwise covered under those plans.  Such 
             election shall be effective as of the first day of the calendar 
             month which is at least 30 days following the date the election 
             is filed.

                                       65
<PAGE>

                  (g) If a Participant's Compensation Deferrals or 
Participant Contributions are suspended in the event of a withdrawal under 
this Section, such contributions shall not be resumed unless the Participant 
files a written election with the Committee to that effect.

                  (h) Withdrawals under this Section may not be in an amount 
less than the lesser of the amount contributed to the Plan by the 
Participant, or $500.00, and a period of 12 months must have elapsed since 
the last withdrawal, except for hardship withdrawals under Subsection (d) 
hereof.

                  SECTION 6.6  MISSING PARTICIPANT OR BENEFICIARY.  If a 
Participant's vested interest cannot be distributed because such Participant 
or his Beneficiary or Beneficiaries cannot be located, the Trustee shall 
transfer the value of the Participant's interest in the Trust Fund to the 
fund described in Section 6.2(d) for the benefit of such Participant or 
Beneficiary. Thereafter, if the Committee fails to locate the Participant or 
Beneficiary entitled to a distribution, the entire amount set aside with 
respect to such payee, plus earnings, shall be forfeited as of the beginning 
of the calendar month coinciding with or next following the fifth anniversary 
of the date distribution of said vested interest was first attempted.  Said 
forfeited amount shall be disposed of as provided in Section 6.3 hereof.

                  Should a Participant or Beneficiary to whom payment is due
make a claim for his vested interest in the 

                                       66

<PAGE>

Trust Fund, the vested interest so forfeited will be reinstated on behalf of 
such claimant.  Said reinstated vested interest shall be paid from 
forfeitures arising in the Plan Year during which the claim is settled, or as 
soon as available from forfeitures.

     SECTION 6.7  DIRECT ROLLOVERS.

     (a)  This Section 6.7 applies to distributions made on or after January
1, 1993.  Notwithstanding any provision of the Plan to the contrary that 
would otherwise limit a Distributee's election under this Section 6.7, a 
Distributee may elect, at the time and in the manner prescribed by the 
Committee, to have any portion of an Eligible Rollover Distribution paid 
directly to an Eligible Retirement Plan specified by the Distributee in a 
Direct Rollover.  

     (b)  ELIGIBLE ROLLOVER DISTRIBUTIONS:  For purposes of this Section 6.7, 
an "Eligible Rollover Distribution" is any distribution of all or any portion 
of the balance to the credit of the Distributee, except that an Eligible 
Rollover Distribution does not include:

          (i)  any distribution to the extent such distribution is required 
     under Section 401(a)(9) of the Code; and 

         (ii)  the portion of any distribution that is not includible in gross
     income (determined without regard to the exclusion for net unrealized 
     appreciation with respect to employer securities).  

                                       67
<PAGE>

     (c)  ELIGIBLE RETIREMENT PLAN:  For purposes of this Section 6.7, an 
"Eligible Retirement Plan" is an individual retirement account described in 
Section 408(a) of the Code, an individual retirement annuity described in 
Section 408(b) of the Code, an annuity plan described in Section 403(a) of 
the Code, or a qualified trust described in Section 401(a) of the Code, that 
accepts the Distributee's Eligible Rollover Distribution.  However, in the 
case of an Eligible Rollover Distribution to the surviving spouse, an 
Eligible Retirement Plan is an individual retirement account or individual 
retirement annuity.

     (d)  DISTRIBUTEE:  For purposes of this Section 6.7, a "Distributee" 
includes an Employee or former Employee.  In addition, the Employee's or 
former Employee's surviving spouse and the Employee's or former Employee's 
spouse or former spouse who is the alternate payee under a qualified domestic 
relations order, as defined in Section 414(p) of the Code, are Distributees 
with regard to the interest of the spouse or former spouse.

     (e)  DIRECT ROLLOVER:  For purposes of this Section 6.7, a "Direct 
Rollover" is a payment by the Plan to the Eligible Retirement Plan specified 
by the Distributee."

                                       68
<PAGE>

                                   ARTICLE VII

                    COMMITTEE, INVESTMENT AND ADMINISTRATION

     SECTION 7.1  APPOINTMENT OF COMMITTEE.  The Committee shall consist of 
three or more members appointed by the Board of Directors of the Company.  
The Board of Directors shall by resolution appoint the original members of 
such Committee, and such members shall hold office until resignation, death 
or removal by the Board of Directors.  The Committee may then select a Plan 
Administrator under the Plan.

     SECTION 7.2  GENERAL DUTIES AND POWERS OF COMMITTEE.  The Committee 
shall be charged with the administration of this Plan and shall decide, 
subject to the terms of the Trust Agreement, all questions arising in the 
administration, interpretation and application of this Plan, including all 
questions of eligibility.

     The Committee shall, from time to time, direct the Trustee concerning 
the payments to be made out of the Trust Fund pursuant to this Plan and shall 
have such other powers respecting the administration of the Trust Fund as may 
be conferred upon it hereunder or under the Trust Agreement.

     Within a reasonable time after the last day of a calendar month, the 
Company shall certify to the Committee in writing the total amount of the 
Company's contribution to the Trust Fund for such month and such information 
from the Company's records with respect to Employees as the Committee may 
require in order to determine the identity and interests

                                       69
<PAGE>

of the Participants and otherwise to perform its duties hereunder.

     Any certification by the Company of information to the Committee 
pursuant to this Plan shall, for all purposes of this Plan, be binding on all 
parties, provided that whenever any Employee proves to the satisfaction of 
the Company that his period of employment or his Compensation as so certified 
is incorrect, the Company shall correct such certification, all in accordance 
with the claims procedure provided herein.

     The determination of the Committee as to the identity of the respective 
Participants and as to their respective interests shall be binding upon the 
Company, the Trustee, the Employees, the Participants and all the 
Beneficiaries.

     In any matter affecting any member of the Committee in his individual 
capacity as a Participant hereunder, separate and apart from his status as a 
member of the group of Participants, such interested member shall have no 
authority or vote in the determination of such matter as a member of the 
Committee, but said Committee shall determine such matter as if said 
interested member were not a member of the Committee; provided, however, that 
this shall not be deemed to take from said interested member any of his 
rights hereunder as a Participant.  In the event that the remaining members 
of the Committee should be unable to agree on any matter so affecting an 
interested member

                                       70
<PAGE>

because of an equal division of voting, the Board of Directors shall appoint 
a temporary member of the Committee in order to create an odd number of 
voting members.

     SECTION 7.3  INVESTMENT POWERS AND DUTIES.  The Committee may
direct the Trustee with respect to the investment and reinvestment of the Trust
Fund, and to the extent it exercises its power to direct the Trustee, shall be
the Fiduciary with respect to investment, management and control of Trust
assets.

     The Committee may transfer to the Trustee or an Investment Manager the 
authority and duty to direct the investment and management of all or a 
portion of the Trust assets.  Upon such transfer the Trustee or the 
Investment Manager, as the case may be, shall be the Fiduciary with respect 
to the investment and management of such Trust assets and the Committee shall 
have no responsibility therefor.  Any transfer of investment and management 
to the Trustee or to an Investment Manager may be revoked upon receipt by the 
Trustee and the Investment Manager, if applicable, of a notice to that effect 
by the Committee.  The appointment, selection and retention of a qualified 
Investment Manager shall be solely the responsibility of the Committee.  The 
Trustee is authorized and entitled to rely upon the fact that said Investment 
Manager is at all times a qualified Investment Manager until such time as the 
Trustee has received a written notice from the Committee to the contrary, as 
well as to rely upon the fact that said

                                       71
<PAGE>

Investment Manager is authorized to direct the investment and management of 
the assets of the aforesaid Trust until such time as the Committee shall 
notify the Trustee in writing that another Investment Manager has been named 
or, in the alternative, that the Investment Manager named has been removed 
and the responsibility for the investment and management of the Trust assets 
has been assumed by the Committee or has been transferred back to the 
Trustee, as the case may be.

     To the extent the Committee exercises its power to direct the Trustee 
with respect to the investment and management of all or a portion of the 
assets of the Trust Fund, the Trustee shall not be liable nor responsible for 
losses or unfavorable results arising from the Trustee's compliance with 
proper directions of the Committee which are made in accordance with the 
terms of the Plan and Trust and which are not contrary to the provisions of 
any applicable Federal or State statute regulating such investment and 
management of the assets of an employee benefit trust.  To the extent 
authority and responsibility with respect to the investment and management of 
all or a portion of the Trust assets are transferred to an Investment 
Manager, the Trustee shall not be liable nor responsible in any way for any 
losses or other unfavorable results arising from the Trustee's compliance 
with investment or management directions received by the Trustee from the 
Investment Manager.  Any directions by the Committee shall be in accordance 
with the Trust Agreement.

                                       72
<PAGE>

Any directions by an Investment Manager shall be in accordance with an 
agreement between said Manager, the Committee and the Trustee; provided, 
however, the Trustee shall be under no duty to question any directions of the 
Investment Manager nor to review any securities or other property of the 
Trust constituting assets thereof with respect to which an Investment Manager 
has investment responsibility, nor to make any suggestions to such Investment 
Manager in connection therewith.  The Trustee shall, as promptly as possible, 
comply with any written directions given by the Committee or an Investment 
Management hereunder.

     The Trustee shall not be liable, in any manner nor for any reason, for 
the making or retention of any investment pursuant to such directions of the 
Investment Manager, nor shall the Trustee be liable for its failure to invest 
any or all of the Trust Funds in the absence of such written directions.  In 
any event, neither the Committee nor any Investment Manager referred to above 
shall direct the purchase, sale or retention of any assets of the Trust Fund 
if such directions are not in compliance with the applicable provisions of 
the Act and any Regulations or Rulings issued thereunder.  No Fiduciary shall 
permit the indicia of ownership of any of the Trust assets to be maintained 
at a location outside the jurisdiction of the District Courts of the United 
States, except as authorized by the Secretary of Labor.

                                       73
<PAGE>

     During such period or periods of time, if any, as the Committee or an 
Investment Manager is authorized to direct the investment and management of 
the Trust assets, the Trustee shall have no obligation to determine the 
existence of any conversion, redemption, exchange, subscription or other 
right relating to any of said securities purchased of which notice was given 
prior to the purchase of such securities, and shall have no obligation to 
exercise any such right unless the Trustee is informed of the existence of 
the right and is instructed to exercise such right, in writing, by the 
Committee or the Investment Manager, as the case may be, within a reasonable 
time prior to the expiration of such right.

     In the event the Committee or Investment Manager has the power to direct 
the Trustee in the investment of the Trust Fund, they shall have the power to 
direct the Trustee to invest and/or reinvest any and all money or property of 
any description at any time held by it and constituting a part of the Trust 
Fund in accordance with the investment powers enumerated in the Trust 
Agreement; providing investments are prudently made, with diversity to 
minimize risk of loss, and are not in conflict with other fiduciary rules 
hereunder and under the Trust Agreement.

     SECTION 7.4  ORGANIZATION OF COMMITTEE.  The Committee may adopt such 
by-laws and regulations as it deems desirable for the conduct of its affairs 
and appoint one of its own members chairman and appoint a secretary and one 
or

                                       74
<PAGE>

assistant secretaries and one or more other agents, none of whom need be a 
member of the Committee, but any of whom may, but need not be, an officer or 
employee of the Company.  It may delegate to any agent such duties and 
powers, both ministerial and discretionary, as it deems appropriate, 
excepting only that all matters involving investment of funds, if applicable, 
interpretation of this Plan and settlement of disputes shall be determined by 
the Committee.

     Any member of the Committee may resign at any time by giving written 
notice to the other members and to the Secretary of the Company, effective as 
therein stated, otherwise upon receipt.  Any member who leaves the employ of 
the Company shall be deemed to have resigned as a member on the date of his 
termination of employment.  Any member of the Committee may, at any time, be 
removed by the Board of Directors.

     Upon the death, resignation or removal of any member, the Board of 
Directors shall at its next regular meeting, or at a special meeting if so 
desired, appoint by resolution a successor.  Notice of appointment of a 
successor member shall be made by the Secretary of the Company in writing to 
the Trustee and to the Committee.

     SECTION 7.5  RECORDS AND REPORTS.  The Committee shall keep accurate 
records of all of its proceedings, as well as such books of account, records 
and other data as may be necessary for the proper administration of the Plan. 
The Plan Administrator, unless the Plan is otherwise exempted by

                                       75
<PAGE>

law, shall, within the time prescribed by law, prepare and submit to the 
Internal Revenue Service and the Company an Annual Report conforming with the 
requirements of the Employee Retirement Income Security Act of 1974, as 
amended, and any Regulations or Rulings thereunder.  Notwithstanding anything 
herein to the contrary, the Plan Administrator shall fully comply with all 
reporting and disclosure requirements provided by law.

     SECTION 7.6  CLAIMS PROCEDURE.  Claims for benefits or hardship 
withdrawal shall be filed with the Plan Administrator, who shall be required 
to give written notice to any Participant or Beneficiary who makes a claim 
under the Plan which claim is denied by the Committee.  Unless additional 
time is required, such notice shall be given within ninety (90) days of 
receipt of the claim, and shall be sent to the Participant's or Beneficiary's 
last known address and shall set forth the specific reasons for denial of the 
benefit claimed, specify the pertinent Plan provisions on which the denial is 
based, describe any additional material or information necessary for the 
claimant to perfect the claim and explain why such material is necessary.  
The notice must also explain the Plan's claim review procedure.  The 
Participant, Beneficiary or a duly authorized representative, shall have 
sixty (60) days from the date such notice was given to submit a written 
request for review of his claims denial. He shall be entitled to review 
pertinent documents and submit issues and comments in 

                                       76

<PAGE>

writing, whereupon the entire Committee shall, unless additional time is 
required, within thirty (30) days of receipt of the request, hear such appeal 
and shall render a written decision within sixty (60) days thereafter.

     SECTION 7.7  MANNER OF ADMINISTERING.  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 Company and any Participant or 
Beneficiary, except as otherwise provided by law.  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.  

     SECTION 7.8  COMPENSATION, BONDING, EXPENSES AND INDEMNITY.

     (a)  The members of the Committee shall serve without compensation for 
their services hereunder.  

     (b)  Members  of the Committee and any delegates shall be bonded to the 
extent required by Section 412(a) of ERISA and the regulations thereunder.  
Bond premiums and all expenses of the Committee or of any delegate who is an 
employee of the Company shall be paid by the Company and the Company shall 
furnish the Committee and any such delegate with such clerical and other 
assistance as is necessary in the performance of their duties.  

                                       77
<PAGE>

     (c)  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 and the Trust shall be paid from the Trust assets 
as provided in Article IX to the fullest extent permitted by law, unless the 
Company determines otherwise.

     (d)  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 the 
Company 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.  Payments with respect to any indemnity and payment of any expenses and 
fees under this Section shall be made only from assets of the Company and 
shall not be made directly or indirectly from Trust assets.

                                       78
<PAGE>

                                  ARTICLE VIII

                        CONTINUANCE AND AMENDMENT OF PLAN

     SECTION 8.1  CONTINUANCE OF PLAN NOT A CONTRACTUAL OBLIGATION OF COMPANY 
- IMPOSSIBILITY OF DIVERSION.  It is the expectation of the Company that it 
will continue this Plan indefinitely, but the continuance of this Plan is not 
assumed as a contractual obligation by the Company, and the right is reserved 
to the Company by action of its Board of Directors at any time to discontinue 
this Plan.  The discontinuance of this Plan by the Company shall not have the 
effect of revesting in the Company any part of the Trust Fund, except as 
specifically provided hereinafter.  Upon the complete discontinuance of 
contributions by any Company, affected Participants shall be one hundred 
percent (100%) vested in their Account balances, and the Committee shall 
direct the Trustee to distribute the net amount available, after payment of 
any fees and expenses, in cash to the Participants entitled thereto according 
to their Account balances, in accordance with Section 6.2.

     In the event that the initial determination of the Commissioner of 
Internal Revenue as to the qualification of this Plan and the Trust hereunder 
under Sections 401 and 501(a) of the Federal Internal Revenue Code of 1954 or 
any amendments thereto effective prior to said initial determination, or the 
corresponding provisions of any later statute effective prior to said 
determination, shall be that this Plan and the Trust hereunder do not 
initially qualify

                                       79
<PAGE>

under said sections, then the Company, by action of its Board of Directors, 
shall have the right to discontinue this Plan and the Trust hereunder and to 
cause all contributions made to the Trust hereunder by the Company to be 
returned to the Company, and Participants shall have their contributions 
returned as well.

     Under no circumstances, other than those of the preceding paragraph, 
shall any contributions by the Company to the Trust or any part of the Trust 
Fund be recoverable by the Company from the Trustee or from any Participant 
or former Participant, his Beneficiaries or other persons, or be used for or 
diverted to purposes other than for the exclusive benefit of Participants and 
their Beneficiaries and defraying the reasonable expenses of the Plan.

     SECTION 8.2  CONSOLIDATION OR MERGER.  In the event of the consolidation 
or merger of the Company with or into any other business enterprise, or the 
sale by the Company of its assets or stock, the resulting successor 
enterprise may continue the Plan by formally adopting the same and by 
executing a proper supplemental agreement to the Trust Agreement with the 
Trustee; provided, however, that such continuation shall be allowed only with 
the express written authorization of the Board of Directors of the Company; 
and provided, further, that in the case of any merger or consolidation with 
or transfer of assets or liabilities to any other plan, each Participant in 
the Plan must, if the Plan is then terminated, receive a benefit

                                       80
<PAGE>

immediately after the merger, consolidation, or transfer which is equal to or 
greater than the benefit he would have been entitled to receive immediately 
before the merger, consolidation or transfer.  If, within ninety (90) days 
from the effective date of such consolidation, merger or sale of assets, the 
Board of Directors of the Company does not authorize continuation or such 
successor does not adopt the Plan, the Plan shall be terminated in accordance 
with Section 8.4.

     SECTION 8.3  AMENDMENTS.  The Company, by action of the Board of 
Directors, may at any time and from time to time amend this Plan; provided, 
however, that no amendment shall be made at any time pursuant to which the 
Trust Fund may be diverted to purposes other than for the exclusive benefit 
of the Participants and their Beneficiaries, and provided further that no 
amendment shall decrease the percentage of the interest of any Participant 
which shall theretofore have become vested, nor shall any amendment 
discriminate in favor of employees who are officers, shareholders, or highly 
compensated employees, and further that no amendment shall be made which 
affects the rights, duties or responsibilities of the Trustee without the 
Trustees approval, and further if any amendment changes the vesting schedule, 
any Participant with three or more Years of Service may, by filing a written 
request thereto with the Company within sixty (60) days after he has received 
notice of such amendment, elect to have his vested percentage

                                       81
<PAGE>

computed under the vesting schedule in effect prior to the amendment. Notice 
and disclosure of amendments shall be given by the Plan Administrator in 
accordance with law.

     Notwithstanding anything herein to the contrary, however, this Plan may 
be amended at any time if necessary to conform to the provisions and 
requirements of the Federal Internal Revenue Code, the provisions and 
requirements of the Revenue and Taxation Code of the State of California with 
respect to employee benefit trusts or any amendments thereto, or regulations 
issued pursuant thereto, or any similar act, and the Employee Retirement 
Income Security Act of 1974 or any amendments thereto, or regulations, orders 
or rulings issued pursuant thereto; and no such amendment shall be considered 
prejudicial to any interest of any Participant or Beneficiary.

     Amendments made by the Board of Directors as above shall bind all 
adopting corporations without further action on their part, unless the Board 
of Directors is otherwise notified within thirty (30) days of such amendment.

     SECTION 8.4  TERMINATION OF PLAN.  While the Plan is intended as a 
permanent program, the Board of Directors reserves the right to terminate the 
Plan at any time.  In the event of such termination or a partial termination, 
all affected Participants shall be one hundred percent (100%) vested, to the 
extent required by applicable law.  To the extent permissible under Code 
Section 411(a)(11), the Committee shall direct the Trustee to distribute the 
net

                                       82
<PAGE>

amount available, after payment of any fees and expenses, in cash to the 
Participants entitled thereto according to their Account Balances. Any 
payments shall be made within a reasonable time following the effective date 
of the termination or a determination of the occurrence of a partial 
termination.

                                   ARTICLE IX

                       ADMINISTRATION OF THE TRUST FUND -

                         THE TRUST AGREEMENT - EXPENSES

     Concurrently with the adoption of this Plan, the Company has executed a 
Trust Agreement providing for the administration of the Trust Fund by the 
Trustee hereunder and containing such provisions as the Company has deemed 
appropriate with respect to the following: (a) powers and authority of the 
Trustee as to the investment and reinvestment of the Trust Fund, the income 
therefrom, and the general administration thereof, subject to an election by 
the Company regarding the right of the Committee or an Investment Manager to 
direct the Trustee with respect to investment of the Trust Fund; (b) the 
limitations on the liability of the Trustee; (c) authority of the Committee 
to settle the Accounts of the Trustee on behalf of all persons having any 
interest in the Trust Fund and from time to time to appoint a new Trustee in 
place of any then acting Trustee of the Trust Fund.

                                       83
<PAGE>

                                    ARTICLE X

                                  MISCELLANEOUS

SECTION 10.1 LOANS TO PARTICIPANTS.

     (a)  Each Participant shall have the right, subject to prior approval by 
the Committee, to borrow from his Accounts.  Application for a loan must be 
submitted by a Participant to the Committee on such form(s) as the Committee 
may require.  Approval shall be granted or denied as specified in Subsection 
(b), on the terms specified in Subsection (c).  For purposes of this Section 
10.1, but only to the extent required by Department of Labor Regulations 
Section 2550.408b-1, the term "Participant" shall include any Employee, 
former Employee, Beneficiary or alternate payee under a qualified domestic 
relations order, as defined in Section 414(p) of the Code, who is a party in 
interest and has an interest in the Plan that is not contingent.

     (b)  The Committee shall grant any loan which meets each of the 
requirements of paragraphs (i), (ii) and (iii) below:

           (i)  The amount of the loan, when added to the outstanding 
     balance of all other loans to the Participant from the Plan or any 
     other qualified plan of the Company or any Affiliate Company shall 
     not exceed the lesser of:

               (1)  $50,000, reduced by the excess, if any, of a Participant's
           highest outstanding balance of all loans from the Plan or any other 

                                       84
<PAGE>

           qualified plan maintained by the Company or an Affiliated Employer 
           during the preceding 12 months over the outstanding balance of such 
           loans on the loan date, or

                (2)  50% of the value of the vested balance of the Participant's
           Compensation Deferral Account, Participant Contribution Account and 
           Rollover Account;
 
           (ii)  The loan shall be for at least $1,000; and 

          (iii)  No more than one loan may be outstanding to a Participant at 
     any time.

     (c)  Each loan granted shall, by its terms, satisfy each of the 
following additional requirements:

           (i)  Each loan must be repaid within five years (except that 
     if the Committee is satisfied that the loan proceeds are being used 
     to purchase the principal residence of a Participant, the Committee 
     may, in its discretion, establish a term of up to 10 years for 
     repayment);

          (ii)  Each loan must require substantially level amortization 
     over the term of the loan, with payments not less frequently than 
     quarterly; and

         (iii)  Each loan must be adequately secured, with the security to
     consist of the balance of the Participant's Accounts.

                                       85
<PAGE>

               (1)  In the case of any Participant who is an active Employee,
          automatic payroll deductions shall be required as additional security.

               (2)  In the case of any other Participant, the outstanding loan 
          balance may at no time exceed 50% of the outstanding vested balance 
          of the Participant's Accounts.  If such limit is at any time exceeded,
          or if the Participant fails to make timely repayment, the loan will 
          be treated as in default and become immediately payable in full.

               (3)  The investment gain or loss attributable to the loan shall 
          not be included in the calculation or allocation of the increase or 
          decrease in fair market value of the Investment Funds.  Instead, the 
          entire gain or loss (including any gain or loss attributable to 
          interest payments or default) shall be allocated to the Accounts of 
          the Participant.

           (iv)  Each loan shall bear reasonable rate of interest, which rate 
     shall be the prime rate (as determined by the Committee) as of the last 
     day of the quarter preceding the quarter in which the loan is made, plus 
     one percent.  Furthermore, the Participant's Accounts shall be charged a 
     setup fee of $75 at the

                                       86

<PAGE>
          time the loan is made; such setup fee shall be paid to the Plan's
          recordkeeper.

     (d)  All loan payments shall be transmitted by the Company to the 
Trustee as soon as practicable but not later than the end of the month during 
which such amounts were received or withheld.  Each loan may be prepaid in 
full at any time.  Any prepayment shall be paid directly to the Trustee in 
accordance with procedures adopted by the Committee.

     (e)  Each loan shall be evidenced by a promissory note executed by the 
Participant and payable in full to the Trustee, not later than the earliest 
of (1) a fixed maturity date meeting the requirements of Subsection (c)(i) 
above, (2) the Participant's death, or (3) the termination of the Plan. Such 
promissory note shall evidence such terms as are required by this section.

     (f)  The Committee shall have the power to modify the above rules or 
establish any additional rules with respect to loans extended pursuant to 
this section.  Such rules may be included in a separate document or documents 
and shall be considered a part of this Plan; provided, each rule and each 
loan shall be made only in accordance with the regulations and rulings of the 
Internal Revenue Service and Department of Labor and other applicable state 
or federal law.  The Committee shall act in its sole discretion to ascertain 
whether the requirements of such regulations and rulings and this section 
have been met.

                                       87
<PAGE>

     SECTION 10.2 LIMITS ON EMPLOYEES' RIGHTS.  Neither the action of the 
Company in establishing this Plan, nor any action taken by it or the 
Committee under the provisions hereof, nor any provision of this Plan shall 
be construed as giving to any Employee of the Company the right to be 
retained in its employ or any right to any payment whatsoever, except to the 
extent of the benefits provided for by this Plan to be paid from the Trust 
Fund.  The Company expressly reserves its rights at any time to dismiss any 
Employee without any liability for any claim against the Trust Fund for any 
payment whatsoever except to the extent provided for in this Plan, or against 
the Company.  This Plan is strictly a voluntary undertaking on the part of 
the Company and shall not be deemed to constitute a contract between the 
Company and any Employee, or to be a consideration for, or an inducement or 
condition of, the employment of any Employee.

     SECTION 10.3 TRANSFERS OF PARTICIPANTS.  A Participant who leaves the 
employment of a Company or entity participating in the Plan and forthwith is 
employed by transfer to another Company or entity participating in the Plan, 
shall continue to be a Participant, and his vesting and benefit accumulation 
shall continue without interruption.

     A Participant who leaves the employment of a Company or entity 
participating in the Plan, and forthwith is employed by transfer (not an 
authorized leave of absence)

                                       88
<PAGE>

to an Affiliated Employer or entity or property not participating in the 
Plan, may continue to be a Participant, and, subject to the provisions of the 
definition of Year of Service contained in Article I, his vesting shall 
continue without interruption, but he may no longer continue to contribute to 
the Plan.

     SECTION 10.4 CONTEXT TO CONTROL.  The headings of articles and sections 
are included solely for convenience of reference, and if there be any 
conflict between such headings and the text of this Plan, the text shall 
control.

     SECTION 10.5 CONSTRUCTION.  The masculine gender shall be deemed to 
include the feminine, and the singular the plural, unless the context clearly 
indicates to the contrary.

     SECTION 10.6 QUALIFIED DOMESTIC RELATIONS ORDERS. Notwithstanding any 
other provision of this Plan to the contrary, the Committee may comply with 
the terms of a qualified domestic relations order (within the meaning of such 
term under Section 414(p) of the Internal Revenue Code). Consistent with the 
preceding sentence, payments to an alternate payee pursuant to a qualified 
domestic relations order may be made prior to the time the Participant 
attains "earliest retirement age" (as defined in Section 414(p)(4)(B) of the 
Internal Revenue Code).

     SECTION 10.7 ACTION BY PARTICIPANT OR OTHER PERSON.  Whenever an 
election or consent or similar action is authorized by a Participant or other 
person, such

                                       89
<PAGE>

election, consent or action shall be taken in such form and manner as is 
satisfactory to the Committee, in addition to satisfying applicable 
requirements of the Plan.

     SECTION 10.8 RECEIPT OR RELEASE.  Any payment to any Participant or 
Beneficiary in accordance with the provisions of the Plan shall, to the 
extent thereof, be in full satisfaction of all claims against the Trustee, 
the Committee, and the Company.  The Trustee may require such Participant or 
Beneficiary, as a condition precedent to such payment, to execute a receipt 
and release to such effect.

     SECTION 10.9 PERSONS UNDER INCAPACITY.  In the event any amount is 
payable under the Plan to a person for whom a conservator has been legally 
appointed, the payment shall be distributed to the duly appointed and 
currently acting conservator, without any duty on the part of the Committee 
to supervise or inquire into the application of any funds so paid.

     SECTION 10.10 TOP-HEAVY PLAN REQUIREMENTS.  For any Plan Year for which 
this Plan is a top-heavy plan as defined in Section B.3 of Appendix B, 
attached hereto, and despite any other provisions of this Plan to the 
contrary, this Plan will be subject to the provisions of Appendix B.

                                       90
<PAGE>

                                   ARTICLE XI

                         LAW GOVERNING AND SEVERABILITY

     This Plan shall be construed, regulated and administered under ERISA, 
and to the extent federal law is inapplicable, under the laws of the State of 
California, and the Committee and the Trustee shall be liable to account only 
in the courts of that State.  All contributions received by the Trustee 
hereunder shall be deemed to have been received in that State.

     In the event any provision of this Plan shall be held illegal or invalid 
for any reason, said illegality or invalidity shall not affect the remaining 
provisions of this Plan, which shall be fully severable, and this Plan shall 
be construed and enforced as if said illegal or invalid provisions had never 
been inserted.

This Restatement is executed this ____________ day of __________, 1996



                                                HILTON HOTELS CORPORATION


                                                By _______________________

                                                Its ______________________


                                       91
<PAGE>

                                   APPENDIX A

                             ANNUAL ADDITION LIMITS



     Section 4.3 of the Plan shall be construed in accordance with this 
Appendix A.  Unless the context clearly requires otherwise, words and phrases 
used in this Appendix A shall have the same meanings that are assigned to 
them under the Plan.

A.1 - DEFINITIONS.

     As used in this Appendix A, the following terms shall have the meanings 
specified below.

     "Annual Additions" shall mean the sum credited to a Participant's 
Accounts for any Plan Year of (a) Company contributions, (b) voluntary 
contributions, (c) forfeitures, (d) amounts credited after March 31, 1984 to 
an individual medical account, as defined in Section 415(l)(2) of the Code 
which is part of a Defined Benefit Plan maintained by the Company, and (e) 
amounts derived from contributions paid or accrued after December 31, 1985, 
in taxable years ending after such date, which are attributable to 
post-retirement medical benefits allocated to the separate account required 
with respect to a key employee (as defined in Section B.2(e) of Appendix B to 
the Plan) under a welfare benefit plan (as defined in Section 419(e) of the 
Code) maintained by the Company.

                                       A-1
<PAGE>

     "Defined Benefit Plan" means a plan described in Section 414(j) of the 
Code.

     "Defined Contribution Plan" means a plan described in Section 414(i) of 
the Code.

     "Defined Benefit Plan Fraction" shall mean a fraction, the numerator of 
which is the projected annual benefit (determined as of the close of the 
relevant Plan Year) of the Participant under all Defined Benefit Plans 
maintained by one or more Related Companies, and the denominator of which is 
the lesser of (a) the product of 1.25 multiplied by the dollar limitation in 
effect under Section 415(b)(1)(A) of the Code for the Plan Year, or (b) the 
product of 1.4 multiplied by the amount which may be taken into account under 
Section 415(b)(1)(B) of the Code with respect to the Participant for the Plan 
Year.

     "Defined Contribution Plan Fraction" shall mean a fraction, the 
numerator of which is the sum of the annual additions to a Participant's 
accounts under all Defined Contribution Plans maintained by one or more 
Related Companies, and the denominator of which is the sum of the lesser of 
(a) or (b) for such Plan Year and for each prior Plan Year of service with 
one or more Related Companies, where (a) is the product of 1.25 multiplied by 
the dollar limitation in effect under Section 415(c)(1)(A) of the Code for 
the Plan Year (determined without regard to Section 415(c)(6) of the Code), 
and (b) is the product of 1.4 multiplied by the amount which may be taken 
into account under

                                       A-2
<PAGE>

Section 415(c)(1)(B) of the Code (or Section 415(c)(7) of the Code, if 
applicable) with respect to the Participant for the Plan Year.  Solely for 
purposes of this definition, contributions made directly by an Employee to a 
Defined Benefit Plan which maintains a qualified cost-of-living arrangement 
as such term is defined in Section 415(k)(2) shall be treated as Annual 
Additions. Notwithstanding the foregoing, the numerator of the Defined 
Contribution Plan Fraction shall be adjusted pursuant to Treasury Regulations 
1.415-7(d)(1), Questions T-6 and T-7 of Internal Revenue Service Notice 
83-10, and Questions Q-3 and Q-14 of Internal Revenue Service Notice 87-21.

     "Section 415 Compensation" shall mean a Participant's earned income, 
wages, salaries, and fees for professional services, and other amounts 
received for personal services actually rendered in the course of employment 
with an employer maintaining a plan (including, but not limited to, 
commissions paid salesmen, compensation for services on the basis of a 
percentage of profits, commissions on insurance premiums, tips and bonuses), 
and excluding the following:

          (a)  Employer contributions to a plan of deferred compensation which
     are not included in the Employee's gross income for the taxable year in 
     which contributed or employer contributions under a simplified employee 
     pension plan to the extent such contributions are 

                                       A-3
<PAGE>

     deductible by the Employee, or any distributions from a plan of 
     deferred compensation;

          (b)  Amounts realized from the exercise of a non-qualified stock 
     option, or when restricted stock (or property) held by the employee 
     either becomes freely transferable or is no longer subject to a 
     substantial risk of forfeiture;

          (c)  Amounts realized from the sale, exchange or other disposition
     of stock acquired under a qualified stock option; and 

          (d)  Other amounts which received special tax benefits, or 
     contributions made by the employer (whether or not under a salary 
     reduction agreement) towards the purchase of an annuity described 
     in section 403(b) of the Code (whether or not the amounts are 
     actually excludable from the gross income of the Employee).

Compensation for any limitation year is the compensation actually paid or
includible in gross income during such year.  

A.2 - ANNUAL ADDITION LIMITATIONS.

     (a)  The compensation limitation of Section 4.3 of the Plan shall not 
apply to any contribution for medical benefits (within the meaning of Section 
419A(f)(2)) after separation from service which is treated as an Annual 
Addition.  In the event that Annual Additions to all the 

                                       A-4
<PAGE>

accounts of a Participant would exceed the limitations of Section 4.3 of the 
Plan, they shall be reduced in the following priority:  (1) return of 
voluntary contributions to the Participant; (2) reduction of Company 
contributions.

     (b)  If any Company or any Affiliated Employer contributes amounts, on 
behalf of Participants covered by the Plan, to other Defined Contribution 
Plans, the limitation on Annual Additions provided in Article IV of the Plan 
shall be applied to Annual Additions in the aggregate to the Plan and such 
other plans.  Reduction of Annual Additions, where required, shall be 
accomplished by first refunding any voluntary contributions to Participants, 
then by reducing contributions under such other plans pursuant to the 
directions of the fiduciary for administration of such other plans or under 
priorities, if any, established by the terms of such other plans, and then, 
if necessary, by reducing contributions under the Plan.

     (c)  In any case where a Participant under the Plan is also a 
participant under a Defined Benefit Plan or a Defined Benefit Plan and other 
Defined Contribution Plans maintained by the Company or an Affiliated 
Employer, the sum of the Defined Benefit Plan Fraction and the Defined 
Contribution Plan Fraction shall not exceed 1.0.  Reduction of contributions 
to or benefits from all plans, where required, shall be accomplished by first 
reducing benefits under such other Defined Benefit Plan or plans, then by 
allocating any excess in the manner set out above with

                                       A-5

<PAGE>

respect to the Plan, and finally by reducing contributions or allocating any 
excess contributions with respect to other Defined Contribution Plans, if 
any; provided, however, that adjustments necessary under this or the next 
preceding paragraph may be made in a different manner and priority pursuant 
to the agreement of the Committee and the administrators of all other plans 
covering such Participant, provided such adjustments are consistent with 
procedures and priorities prescribed by Treasury Regulations under Section 
415 of the Code.  

    (d)  In the event the limitations of Section 4.3 of the Plan or this 
Appendix A are exceeded and the conditions specified in Treasury Regulations 
Section 1.415-6(b)(6) are met, the Committee may elect to apply the 
procedures set forth in Treasury Regulations Section 1.415-6(b)(6).

                                       A-6
<PAGE>

                                  APPENDIX B 

                              TOP-HEAVY PROVISIONS

     Section 10.10 of the Plan shall be construed in accordance with this 
Appendix B.  Definitions in this Appendix B shall govern for the purposes of 
this Appendix B.  Any other words and phrases used in this Appendix B, 
however, shall have the same meanings that are assigned to them under the 
Plan, unless the context clearly requires otherwise.

B.1 - GENERAL.

     This Appendix B shall be effective for Plan Years beginning on or after 
January 1, 1984.  This Appendix B shall be interpreted in accordance with 
Section 416 of the Code and the regulations thereunder.

B.2 - DEFINITIONS.  

     (a)  The "Benefit Amount" for any Employee means (1) in the case of any 
defined benefit plan, the present  value of his normal retirement benefit, 
determined on the Valuation Date as if the Employee terminated on such 
Valuation Date, plus the aggregate amount of distributions made to such 
Employee within the five-year period ending on the Determination Date (except 
to the extent already included on the Valuation Date) and (2) in the case of 
any defined contribution plan, the sum of the amounts credited,

                                       B-1
<PAGE>

on the Determination Date, to each of the accounts maintained on behalf of 
such Employee (including accounts reflecting any nondeductible employee 
contributions) under such plan plus the aggregate amount of distributions 
made to such Employee within the five-year period ending on the Determination 
Date. For purposes of this Section, the present value shall be computed using 
a 5% interest assumption and the mortality assumptions contained in the 
defined benefit plan for benefit equivalence purposes, provided that, if more 
than one defined benefit plan is being aggregated for top-heavy purposes, the 
actuarial assumptions which shall be used for testing top-heaviness are those 
of the plan with the lowest interest assumption, provided further that if the 
lowest interest assumption is the same for two or more plans, the actuarial 
assumptions used shall be that of the plan with the greatest value of assets 
on the applicable date.  

     (b)  "Company" means any company (including unincorporated 
organizations) participating in the Plan or plans included in the 
"aggregation group" as defined in this Appendix B.  

     (c)  "Determination Date" means the last day of the preceding Plan Year 
or, in the case of the first Plan Year of the Plan, the last day of the Plan 
Year.  

     (d)  "Employees" means employees, former employees, beneficiaries, and 
former beneficiaries who have

                                       B-2
<PAGE>

a Benefit Amount greater than zero on the Determination Date.  

     (e)  "Key Employee" means any Employee who, during the Plan Year 
containing the Determination Date or during the four preceding Plan Years, is:

          (1)  one of the ten Employees of a Company having annual compensation
      from such Company of more than the limitation in effect under Section 
      415(c)(1)(A) of the Code and owning (or considered as owning within the 
      meaning of Section 318 of the Code) both more than a 1/2% interest and the
      largest interest in such Company (if two Employees have the same interest 
      the Employee having the greater annual compensation from the Company shall
      be treated as having a larger interest);

          (2)  a 5% owner of a Company;

          (3)  a 1% owner of a Company who has an annual compensation above 
     $150,000; or

          (4)  an officer of a Company having an annual compensation greater 
     than 50% of the amount in effect under Section 415(b)(1)(A) of the Code 
     for any such Plan Year (however, no more than the lesser of (A) 50 
     employees or (B) the greater of 3 employees or 10% of the Company's 
     employees shall be treated as officers).  For purposes of determining the 
     number of employees taken into account under this Section B.2(e)(4), 
     employees described in Section 414(q)(8) of the Code shall be excluded.
     For Plan Years commencing after

                                       B-3
<PAGE>

     December 31, 1996, "Section 414(q)(8)" in the preceding sentence shall 
     be replaced with "Section 414(q)(5)."

     (f)  A "Non-Key Employee" means an Employee who is not a Key Employee.  

     (g)  "Valuation Date" means the first day (or such other date which is 
used for computing plan costs for minimum funding purposes) of the 12-month 
period ending on the Determination Date.

     (h)  A "Year of Service" shall be calculated using the Plan rules that 
normally apply for determining vesting service.    

     These definitions shall be interpreted in accordance with Section 416(i) 
of the Code and the regulations thereunder and such rules are hereby 
incorporated by reference.  The term "Key Employee" shall not include any 
officer or employee of an entity referred to in Section 414(d) of the Code. 
For the purpose of this subsection, "compensation" shall mean compensation as 
defined in Section 414(q)(7) of the Code and shall be determined without 
regard to Sections 125, 402(a)(8), 402(h)(1)(B) or, in the case of employer 
contributions made pursuant to a salary reduction agreement, Section 403(b). 
For Plan Years commencing after December 31, 1996, "Section 414(q)(7)" in the 
preceding sentence shall be replaced with "Section 414(q)(4)."

                                       B-4
<PAGE>

B.3 - TOP-HEAVY DEFINITION.

     The Plan shall be top-heavy for any Plan Year if, as of the 
Determination Date, the "top-heavy ratio" exceeds 60%.  The top-heavy ratio 
is the sum of the Benefit Amounts  for all employees who are Key Employees 
divided by the sum of the Benefit Amounts for all Employees.  For purposes of 
this calculation only, the following rules shall apply:

          (a)  The Benefit Amounts of all Non-Key Employees who were Key 
     Employees during any prior Plan Year shall be disregarded.

          (b)  The Benefit Amounts of all employees who have not performed 
     any services for any Company at any time during the five-year period 
     ending on the Determination Date shall be disregarded; provided, 
     however, if an Employee performs no services for five years and then 
     again performs services, such Employee's Benefit Amount shall be taken
     into account.

          (c)  (1)  REQUIRED AGGREGATION.  This calculation shall be made by 
          aggregating any plans, of the Company or an Affiliated Employer, 
          qualified under Section 401(a) of the Code in which a Key Employee
          participates or which enables this Plan to meet the requirements 
          of Section 401(a)(4) or 410 of the Code; all plans so aggregated 
          constitute the "aggregation group."  

               (2)  PERMISSIVE AGGREGATION.  The Company may also aggregate 
          any such plan to the extent that

                                       B-5
<PAGE>

          such plan, when aggregated with this aggregation group, continues to
          meet the requirements of Section 401(a)(4) and Section 410 of the 
          Code.

     If an aggregation group includes two or more defined benefit plans,
     the actuarial assumptions used in determining an Employee's Benefit
     Amount shall be the same under each defined benefit plan and shall
     be specified in such plans.  The aggregation group shall also
     include any terminated plan which covered a Key-Employee and which
     was maintained within the five-year period ending on the
     Determination Date.

          (d)  This calculation shall be made in accordance with
     Section 416 of the Code (including 416(g)(3)(B) and (g)(4)(A)) and
     the regulations thereunder and such rules are hereby incorporated
     by reference.  For purposes of determining the accrued benefit of a
     Non-Key Employee who is a Participant in a defined benefit plan,
     this calculation shall be made using the method which is used for
     accrual purposes for all defined benefit plans of the Company, or
     if there is no such method, as if such benefit accrued not more
     rapidly than the slowest accrual rate permitted under Section
     411(b)(1)(C) of the Code. 

                                       B-6
<PAGE>

B.4 - VESTING.  

     Notwithstanding the vesting provisions of the Plan, if the Plan is 
top-heavy for any Plan Year, any  Participant who completes one Hour of 
Service during any day of such Plan Year or any subsequent Plan Year and who 
terminates during any day of such Plan Year or any subsequent Plan Year shall 
be entitled to a vested benefit which is the greater of his vested interest 
pursuant to Section 5.2 of the Plan, or a vested interest at least equal to 
the product of (x) the benefit such Participant would receive under the Plan 
if he was 100% vested on the date of such termination times (y) the 
percentage shown below:

             NUMBER OF COMPLETED
               YEARS OF SERVICE                   PERCENTAGE
             --------------------                 ----------
                       2                              20%

                       3                              40%

                       4                              60%

                       5                              80%

                       6                             100%

Notwithstanding the foregoing, the nonforfeitable percentage of a 
Participant's benefit under the Plan shall not be less than that determined 
under the Plan without regard to the preceding vesting schedule.  Such 
benefit shall be payable in accordance with the provisions of the Plan 
regarding payments to terminated Participants.  

                                       B-7
<PAGE>

     Notwithstanding the preceding paragraph, if the Plan is no longer 
top-heavy in a Plan Year following a Plan Year in which it was top-heavy, a 
Participant's vesting percentage shall be computed under the vesting schedule 
that otherwise exists under the Plan.  However, in no event shall a 
Participant's vested percentage in his accrued benefit be reduced.  In 
addition, a Participant shall have the option of remaining under the vesting 
schedule set forth in this Section if he has completed three years of Vesting 
Service.  The period for exercising such option shall begin on the first day 
of the Plan Year for which the Plan is no longer top-heavy and shall end 60 
days after the later of such first day or the day the Participant is issued 
written notice of such option by the Company or the Committee. 

B.5 - MINIMUM BENEFITS OR CONTRIBUTIONS, COMPENSATION
      LIMITATIONS AND SECTION 415 LIMITATIONS.

     If the Plan is top-heavy for any Plan Year, the following provisions 
shall apply to such Plan Year:

          (a)  (1)  Except to the extent not required by Section 416 of the
     Code or any other provision of law, notwithstanding any other provision
     of this Plan, if the Plan and all other plans which are part of the 
     aggregation group are defined contribution plans, each Participant (and 
     any other Employee required by Section 416 of the Code) other than Key 
     employees shall receive an allocation of employer contributions and 
     forfeitures

                                       B-8
<PAGE>

     from a plan which is part of the aggregation group at least equal to 
     3% (or, if lesser, the largest percentage allocated to any Key Employee
     for the Plan Year) of such Participant's compensation for such Plan Year
     (the "defined contribution minimum").  For purposes of this subsection, 
     salary reduction contributions on behalf of a Key Employee must be taken
     into account.  For purposes of this subsection, a non-Key Employee shall
     be entitled to a contribution if he is employed on the last day of the 
     Plan Year (1) regardless of his level of compensation, (2) without regard
     to whether he has made any mandatory contributions required under the 
     Plan, and (3) regardless of whether he has less than 1,000 Hours of 
     Service (or the equivalent) for the accrual computation period.

          (2)  Except to the extent not required by Section 416 of the Code or
     any other provision of law, notwithstanding any other provisions of the 
     Plan, if the Plan or any other plan which is part of the aggregation group
     is a defined benefit plan each Participant who is a participant in any 
     such defined benefit plan (who is not a Key Employee) who accrues a full 
     Year of Service during such Plan Year shall be entitled to an annual 
     normal retirement benefit from a defined benefit plan which is part of the
     aggregation group which shall not be less than the product of 

                                       B-9

<PAGE>

     (1) the employee's average compensation for the five consecutive years when
     the employee had the highest aggregate compensation and (2) the lesser of 
     2% per Year of Service or 20% (the "defined benefit minimum").  A Non-Key
     Employee shall not fail to accrue a benefit merely because he is not 
     employed on a specified date or is excluded from participation because (1)
     his compensation is less than a stated minimum or (2) he fails to make 
     mandatory employee contributions.  For purposes of calculating the defined
     benefit minimum, (1) compensation shall not include compensation in Plan 
     Years after the last Plan Year in which the Plan is top-heavy and (2) a 
     Participant shall not receive a Year of Service in any Plan Year before 
     January 1, 1984 or in any Plan Year in which the Plan is not top-heavy. 
     This defined benefit minimum shall be expressed as a life annuity (with no
     ancillary benefits) commencing at normal retirement age.  Benefits paid in
     any other form or time shall be the actuarial equivalent (as provided in 
     the plan for retirement benefit equivalence purposes) of such life annuity.
     Except to the extent not required by Section 416 of the Code or any other 
     provisions of law, each Participant (other than Key Employees) who is not a
     participant in any such defined benefit plan shall receive the defined 
     contribution minimum (as defined in paragraph (a)(1) above).

                                       B-10
<PAGE>

          (3)  If a non-Key Employee is covered by plans described in both 
     paragraphs (1) and (2) above, he shall be entitled only to the minimum 
     described in paragraph (1), except that for the purpose of paragraph 
     (1) "3% (or, if lesser, the largest percentage allocated to any key 
     employee for the Plan Year)" shall be replaced by "5%". Notwithstanding 
     the preceding sentence, if the accrual rate under the plan described in
     (2) would comply with this Section B.5 absent the modifications required
     by this Section, the minimum described in paragraph (1) above shall not 
     be applicable.

          (b) For purposes of this Section, "compensation" shall mean all 
     earnings included in the Employee's Form W-2 for the calendar year that 
     ends within the Plan Year, not in excess of $200,000, adjusted at the 
     same time and in the same manner as under Section 415(d) of the Code.

          (c) (1)  Unless the Plan qualifies for an exception under Section
     B.5(c)(2), "1.0" shall be substituted for "1.25" in the definitions of
     Defined Benefit Plan Fraction and Defined Contribution Plan Fraction 
     used in Appendix A to the Plan.

              (2)  A Plan qualifies for an exception from the rule of Section 
     B.5(c)(1) if the Benefit Amount of all Employees who are Key Employees
     does not exceed 90%

                                       B-11
<PAGE>

     of the sum of the Benefit Amounts for all Employees and one of the 
     following requirements is met:

               (A)  A defined benefit minimum of 3% per Year of Service 
          (up to 30%) is provided; 

               (B)  For Participants covered only by a defined contribution 
          plan, a defined contribution minimum of 4% is provided;

               (C)  For Participants covered by both types of plans, benefits
          from the defined contribution minimum are comparable to the 3% 
          defined benefit minimum;

               (D)  The plan provides a floor offset where the floor is a 3% 
          defined benefit minimum; or 

               (E)  A defined contribution minimum of 7-1/2% of compensation 
          is provided for any non-Key Employee who is covered under both a 
          defined benefit plan and a defined contribution plan (each of which
          is top-heavy) of a Company.

                                       B-12
<PAGE>

                                   APPENDIX C


                                                       SPECIAL EMPLOYEE
                                                        CLASSIFICATION
NAME OF EMPLOYER                                          LIMITATION
----------------                                       -----------------
Plan Sponsor:

    Hilton Hotels Corporation                                  None

Controlled Group Members:

    Palmer House Company                                       None

    Hotel Waldorf Astoria Corp.                                None

    Hilton Washington Corporation                              None

    Hotel Equipment Corporation                                None

    Hilton Casinos, Inc.                                       None

    Hilton San Diego Corporation                               None

    Hilton Inns, Inc.                                          None

    Hilton New Jersey Corp.                                    None

    Benco, Inc.                                                None

    Conrad International Investment Corp.                      None

    Conrad International Hotel Corp.                           None

Non-Controlled Group Subsidiaries:

    Hilton Hawaiian Village Joint Venture                      None

    Hilton Service Corporation                                 None

Managed Properties:

    Palacio Del Rio, Inc. (Hilton  Palacio Del Rio)            None

    S.A. Hotel, Inc.                                           None

    Bristol Corporation (Anchorage Westward Hilton)            None

<PAGE>

                                                       SPECIAL EMPLOYEE
                                                        CLASSIFICATION
NAME OF EMPLOYER                                          LIMITATION
----------------                                       -----------------

    International Rivercenter (New Orleans Hilton)             None

    Koar-Pasadena Investment Partnership, G.P. 
      (Pasadena Hilton)                                        None

    Hotelerama Associates Limited 
      (Fontainebleu Hilton)                                    None

    Fortuna Ent. LP (Los Angeles Airport Hilton)               None

    Kuilima Resort Company (Turtle Bay Hilton)                 None

    Anaheim Hotel Partnership                                  None


                                       C-2