<PAGE>

                                                                  EXHIBIT 10.37

                             CHANGE OF CONTROL AGREEMENT

          AGREEMENT by and between Hilton Hotels Corporation, a Delaware 
corporation (the "Company") and Arthur M. Goldberg (the "Employee"), dated as 
of the 1st day of April, 1997.

          The Board of Directors of the Company (the "Board"), has determined 
that it is in the best interests of the Company and its shareholders to 
assure that the Company will have the continued dedication of the Employee, 
notwithstanding the possibility, threat, or occurrence of a Change of Control 
(as defined below) of the Company.  The Board believes it is imperative to 
diminish the inevitable distraction of the Employee by virtue of the personal 
uncertainties and risks created by a pending or threatened Change of Control, 
to encourage the Employee's full attention and dedication to the Company 
currently and in the event of any threatened or pending Change of Control, 
and to provide the Employee with compensation arrangements upon a Change of 
Control which provide the Employee with individual financial security and 
which are competitive with those of other corporations and, in order to 
accomplish these objectives, the Board has caused the Company to enter into 
this Agreement.


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          The Employee and the Company are parties to the following 
agreements which are being amended to the extent provided in this Change of 
Control Agreement:           

          (i)  Amended Consulting and Employment Agreement dated as of 
November 12, 1996 by and among the Company, the Employee and Bally 
Entertainment Corporation (the "ACE Agreement");    

          (ii)  The First Amendment to Amended Consulting and Employment 
Agreement dated as of December 14, 1996 by and among the same parties to the 
ACE Agreement (the "FAACE Agreement"; the ACE Agreement and the FAACE 
Agreement being collectively referred to herein as the "Employment 
Agreement"); and           

          (iii)  The Deferred Compensation Agreement dated as of January 16, 
1997 by and between the Company and the Employee (the "Deferred Compensation 
Agreement").

          NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
     
          1.   CERTAIN DEFINITIONS.  (a) The "Effective Date" shall be the 
first date during the "Change of Control Period" (as defined in Section 1(b)) 
on which a Change of Control occurs.  Anything in this Agreement to the 
contrary notwithstanding, if the Employee's employment with the Company is 
terminated prior to the date on which a Change of Control occurs, and it is 


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reasonably demonstrated that such termination (1) was at the request of a 
third party who has taken steps reasonably calculated to effect a Change of 
Control or (2) otherwise arose in connection with or anticipation of a Change 
of Control, then for all purposes of this Agreement the "Effective Date" 
shall mean the date immediately prior to the date of such termination.        

          (b)   The "Change of Control Period" is the period commencing on 
the date hereof and ending on the earlier to occur of (i) the third 
anniversary of such date or (ii) the first day of the month next following 
the Employee's attainment of age 65; PROVIDED, HOWEVER, that commencing on 
the date one year after the date hereof, and on each annual anniversary of 
such date (such date and each annual anniversary thereof is hereinafter 
referred to as the "Renewal Date"), the Change of Control Period shall be 
automatically extended so as to terminate on the earlier of (x) three years 
from such Renewal Date or (y) the first day of the month coinciding with or 
next following the Employee's attainment of age 65, unless at least 60 days 
prior to the Renewal Date the Company shall give notice that the Change of 
Control Period shall not be so extended.
 
          2.  CHANGE OF CONTROL.  For the purpose of this Agreement, a "Change
of Control" shall mean:


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          (i)   The acquisition by any person, entity or "group", within the 
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 
1934 (the "Exchange Act"), (excluding, for this purpose, (A) the Company or 
its subsidiaries, (B) any employee benefit plan of the Company or its 
subsidiaries which acquires beneficial ownership of voting securities of the 
Company or (C) Barron Hilton, the Charitable Remainder Unitrust created by 
Barron Hilton to receive shares from the Estate of Conrad N. Hilton, or the 
Conrad N. Hilton Foundation, collectively the "Hilton Interests"), of 
beneficial ownership, (within the meaning of Rule 13d-3 promulgated under the 
Exchange Act) of 20% or more of either the then outstanding shares of common 
stock or the combined voting power of the Company's then outstanding voting 
securities entitled to vote generally in the election of directors; or


                                     -4-

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          (ii)   Individuals who, as of the date hereof, constitute the Board 
(as of the date hereof the "Incumbent Board") cease for any reason to 
constitute at least a majority of the Board, provided that any person 
becoming a director subsequent to the date hereof whose election, or 
nomination for election by the Company's shareholders, was approved by a vote 
of at least a majority of the directors then comprising the then Incumbent 
Board (other than an election or nomination of an individual whose initial 
assumption of office is in connection with an actual or threatened election 
contest relating to the election of the Directors of the Company, as such 
terms are used in Rule 14a-11 of Regulation 14A promulgated under the 
Exchange Act) shall be, for purposes of this Agreement, considered as though 
such person were a member of the Incumbent Board; or           

          (iii)  Approval by the stockholders of the Company of (A) a 
reorganization, merger, consolidation, in each case, with respect to which 
persons who were the stockholders of the Company immediately prior to such 
reorganization, merger or consolidation do not, immediately thereafter, own 
more than 50% of the combined voting power entitled to vote generally in the 
election of directors of the reorganized, merged or consolidated company's 
then outstanding voting securities, or (B) a liquidation or dissolution of 
the Company or (C) the sale of all or 


                                     -5-

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substantially all of the assets of the Company.

          3.  EMPLOYMENT PERIOD.  If there is a Change in Control, the 
Company hereby agrees to continue the Employee in its employ, and the 
Employee hereby agrees to remain in the employ of the Company, pursuant to 
the terms of this Agreement, for the period commencing on the Effective Date 
and ending on the earlier to occur of (a) the third anniversary of such date 
or (b) the first day of the month coinciding with or next following the 
Employee's attainment of age 65 (the "Employment Period"); provided, however, 
that if the Effective Date is prior to December 18, 1999 nothing contained 
herein shall prevent the Employee from terminating his employment pursuant to 
the notice provision of Section 9(a)(iii) of the Employment Agreement.

          4.  TERMS OF EMPLOYMENT.  

               (a) POSITION AND DUTIES.  (i) During the Employment Period,  
(A) the Employee's position (including status, offices, titles and reporting 
requirements), authority, duties and responsibilities shall be at least 
commensurate in all material respects with the most significant of those 
held, exercised and assigned at any time, pursuant to the Employment 
Agreement, during the 90-day period immediately preceding the 


                                     -6-

<PAGE>

Effective Date and (B) the Employee's services shall be performed at the 
location where the Employee was primarily performing his services to the 
Company immediately preceding the Effective Date or any office or location 
less than thirty-five (35) miles from such location.

                (ii)   During the Employment Period, the Employee agrees to 
serve as, to perform as and to devote such time and attention as is required 
by Section 2 of the Employment Agreement.

           (b)  COMPENSATION.  (i)  BASE SALARY.  During the Employment 
Period, the Employee shall receive an annual base salary ("Base Salary") at a 
semi-monthly rate at least equal to the highest semi-monthly base salary:  
(A) paid to the Employee by the Company; (B) payable to the Employee by the 
Company; or (C) deferred by the Employee, pursuant to Section 3 of the 
Employment Agreement, during the twelve-month period immediately preceding 
the month in which the Effective Date occurs.  During the Employment Period, 
the Base Salary shall be reviewed at least annually and shall be increased at 
any time and from time to time as shall be substantially consistent with 
increases in base salary awarded in the ordinary course of business to other 
key employees of the Company and its subsidiaries.  Any increase in Base 
Salary shall not serve to limit or reduce any other 


                                     -7-

<PAGE>

obligation to the Employee under this Agreement, the Employment Agreement or 
the Deferred Compensation Agreement.  Base Salary shall not be reduced after 
any such increase.

           (ii)  ANNUAL BONUS.  In addition to Base Salary, the Employee 
shall be awarded, for each fiscal year during the Employment Period, an 
annual bonus (an "Annual Bonus")  (either pursuant to the incentive 
compensation plan of the Company or otherwise) in cash at least equal to the 
average bonus:  (A) paid; (B) payable to; or (C) deferred, pursuant to 
Section 3 of the Employment Agreement, by the Employee from the Company and 
its subsidiaries in respect of the three fiscal years immediately preceding 
the fiscal year in which the Effective Date occurs.

           (iii)  INCENTIVE, SAVINGS AND RETIREMENT PLANS.  In addition to 
Base Salary and Annual Bonus payable as hereinabove provided, the Employee 
shall be entitled to participate during the Employment Period in all 
incentive, savings and retirement plans, practices, policies and programs 
applicable to other key employees of the Company and its subsidiaries 
(including Company's employee benefit plans, in each case providing benefits 
which are the economic equivalent to those in effect or as subsequently 
amended).  Such plans, practices, policies and programs, in the aggregate, 
shall provide the Employee with compensation, benefits and reward 
opportunities at least as 


                                     -8-

<PAGE>

favorable as the most favorable of such compensation, benefits and reward 
opportunities provided by the Company for the   Employee under such plans, 
practices, policies and programs as in effect at any time during the 90-day 
period immediately preceding the Effective Date or, if more favorable to the 
Employee, as provided at any time thereafter with respect to other key 
employees of the Company and its subsidiaries.

           (iv)  WELFARE BENEFIT PLANS.  During the Employment Period, the 
Employee and/or the Employee's family, as the case may be, shall be eligible 
for participation in and shall receive all benefits under welfare benefit 
plans, practices, policies and programs provided by the Company and its 
subsidiaries (including, without limitation, medical, prescription drug, 
dental, vision, disability, salary continuance, employee life, group life, 
accidental death and travel accident insurance plans and programs), at least 
as favorable as the most favorable of such plans, practices, policies and 
programs in effect at any time during the 90-day period immediately preceding 
the Effective Date or, if more favorable to the Employee and/or the 
Employee's family, as in effect at any time thereafter with respect to other 
key employees of the Company and its subsidiaries; provided, however, that 
nothing contained herein shall abrogate the Company's obligations pursuant to 
Section 5(b) of the Employment 


                                     -9-

<PAGE>

Agreement, all of which shall continue in full force and effect as if set 
forth in full herein.

           (v)  EXPENSES.  During the Employment Period, the Employee shall 
be entitled to receive prompt reimbursement for all reasonable expenses 
incurred by the Employee in accordance with the most favorable policies, 
practices and procedures of the Company and its subsidiaries in effect at any 
time during the 90-day period immediately preceding the Effective Date or, if 
more favorable to the Employee, as in effect at any time thereafter with 
respect to other key employees of the Company and its subsidiaries.

           (vi)  FRINGE BENEFITS.  During the Employment Period, the Employee 
shall be entitled to fringe benefits, including use of an automobile and 
payment of related expenses:  (A) in accordance with the most favorable 
plans, practices, programs and policies of the Company and its subsidiaries 
in effect at any time during the 90-day period immediately preceding the 
Effective Date; or (B) if more favorable to the Employee, as in effect at any 
time thereafter with respect to other key employees of the Company and its 
subsidiaries; or (C) if more favorable to the Employee, in whole or in part, 
as provided for in Section 7 of the Employment Agreement, including, but not 
by way of limitation, those set forth in Sections 7(b)(2), 7(b)(3) 


                                     -10-

<PAGE>

and 7(b)(4) thereof. 

               (c)  OFFICE AND SUPPORT STAFF.  During the Employment Period, 
the Employee shall be entitled to an office or offices of a size and with 
furnishings and other appointments, and to secretarial and other assistance: 
(A) at least equal to the most favorable of the foregoing provided to the 
Employee by the Company and its subsidiaries at any time during the 90-day 
period immediately preceding the Effective Date; or (B) if more favorable to 
the Employee, as provided at any time thereafter with respect to other key 
employees of the Company and its subsidiaries; or (C) if more favorable to 
the Employee, in whole or in part, as provided for in Section 7(b)(1) of the 
Employment Agreement.

           (d)  VACATION.  During the Employment Period, the Employee shall 
be entitled to paid vacation in accordance with the most favorable plans, 
policies, programs and practices of the Company and its subsidiaries as in 
effect at any time during the 90-day period immediately preceding the 
Effective Date or, if more favorable to the Employee, as in effect at any 
time thereafter with respect to other key employees of the Company and its 
subsidiaries.

           (e)  INDEMNIFICATION.  During the Employment Period and thereafter 
the Company agrees to indemnify and hold harmless the 


                                     -11-

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Employee pursuant to the provisions of Section 11 of the Employment Agreement 
as if the same were set forth in full herein.

          5.  TERMINATION.  (a)  DEATH OR DISABILITY.  During the Employment 
Period this Agreement shall terminate automatically upon the Employee's 
death. During the Employment Period the Employee's employment shall not 
terminate for disability, which occurrence shall be governed by the terms of 
Section 9(b) of the Employment Agreement ("Disability") as if the same were 
set forth fully herein.

          (b)  CAUSE.  During the Employment Period the Company may terminate 
the Employee's employment for "Cause."  For purposes of this Agreement, 
"Cause" means (i) an act or acts of personal dishonesty taken by the Employee 
and intended to result in substantial personal enrichment of the Employee at 
the expense of the Company, (ii) repeated violations by the Employee of the 
Employee's obligations under Section 4 (a) of this Agreement which are 
demonstrably willful and deliberate on the Employee's part and which are not 
remedied in a reasonable period of time after receipt of written notice from 
the Company, (iii) the conviction of the Employee of a felony, (iv) any 
refusal by the Employee to provide appropriate information or to otherwise 


                                     -12-

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participate and cooperate in connection with the obtaining by the Company or 
any of its subsidiaries of all licenses, permits and approvals necessary to 
the conduct of their gaming business, or (v) the inability of the Employee to 
obtain any license, permit or other authorization required to be obtained by 
the Employee as a condition to the conduct by the Company or its subsidiaries 
of gaming related activities.

          (c)  GOOD REASON.  During the Employment Period the Employee's 
employment may be terminated by the Employee for Good Reason.  For purposes 
of this Agreement, "Good Reason" means 

               (i)   the assignment to the Employee of any duties inconsistent
          in any respect with the Employee's position (including status,
          offices, titles and reporting requirements), authority, duties or
          responsibilities as contemplated by Section 4(a) of this Agreement, or
          any other action by the Company which results in a diminution in such
          position, authority, duties or responsibilities, excluding for this
          purpose an isolated, insubstantial and inadvertent action not taken in
          bad faith and which is remedied by the Company promptly after receipt
          of notice thereof given by the Employee;

               (ii)  any failure by the Company to comply with 


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<PAGE>

          any of the provisions of Section 4(b) of this Agreement, other than an
          isolated, insubstantial and inadvertent failure not occurring in bad 
          faith and which is remedied by the Company promptly after receipt of 
          notice thereof given by the Employee;

               (iii)  the Company's requiring the Employee to be based at any
          office or location other than that described in Section 4(a)(i)(B)
          hereof, except for travel reasonably required in the performance of
          the Employee's responsibilities;

               (iv)  any purported termination by the Company of the Employee's
          employment otherwise than as expressly permitted by this Agreement; or

               (v)  any failure by the Company to comply with and satisfy
          Section 11(c) of this Agreement.

          For purposes of this Section 5(c), any good faith determination of
"Good Reason" made by the Employee shall be conclusive.


                                      -14-

<PAGE>

          Anything in this Agreement to the contrary notwithstanding, a 
termination of employment by the Employee for any reason or no reason at any 
time up to and including the 30-day period immediately following the first 
anniversary of the Effective Date shall be deemed to be a termination for 
Good Reason for all purposes of this Agreement.

          (d)  NOTICE OF TERMINATION.  During the Employment Period, any 
termination by the Company for Cause or by the Employee for Good Reason shall 
be communicated by Notice of Termination to the other party hereto given in 
accordance with Section 12(b) of this Agreement.  For purposes of this 
Agreement, a "Notice of Termination" means a written notice which (i) 
indicates the specific termination provision in this Agreement relied upon, 
(ii) sets forth in reasonable detail the facts and circumstances claimed to 
provide a basis for termination of the Employee's employment under the 
provision so indicated and (iii) if the Date of Termination (as defined 
below) is other than the date of receipt of such notice, specifies the 
termination date (which date shall be not more than fifteen (15) days after 
the giving of such notice).  The failure by the Employee to set forth in the 
Notice of Termination any fact or circumstance which contributes to a showing 
of Good Reason shall not waive any right of the Employee hereunder or 
preclude the Employee from asserting 


                                     -15-

<PAGE>

such fact or circumstance in enforcing his rights hereunder.

          (e)  DATE OF TERMINATION.  During the Employment Period, "Date of 
Termination" means the date of receipt of the Notice of Termination or any 
later date specified therein, as the case may be; PROVIDED, HOWEVER, that (i) 
if the Employee's employment is terminated by the Company other than for 
Cause, the Date of Termination shall be the date on which the Company 
notifies the Employee of such termination and (ii) if the Employee's 
employment is terminated by reason of death, the Date of Termination shall be 
the date of death of the Employee.

          6.  OBLIGATIONS OF THE COMPANY UPON TERMINATION.

          (a)  If the Employee's employment is terminated during the 
Employment Period by reason of the Employee's death, this Agreement shall 
terminate without further obligations to the Employee's legal representatives 
under this Agreement, other than those obligations specifically provided for 
in this Agreement (which shall be paid in accordance with their terms) and 
obligations accrued or earned and vested (if applicable) by the Employee as 
of the Date of Termination, which shall include for this purpose (i) the 
Employee's full Base Salary through the Date of Termination at the rate in 
effect on the Date of Termination or, if higher, at the highest rate in 
effect at any time from the 


                                     -16-

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start of the 90-day period preceding the Effective Date through the Date of 
Termination (the "Highest Base Salary"),  (ii) the product of (A) the Annual 
Bonus paid, payable to, or deferred (pursuant to Section 3 of the Employment 
Agreement) by the Employee for the last full fiscal year ending before the 
Date of Termination with respect to which an Annual Bonus was awarded, 
multiplied by (B) a fraction, the numerator of which is the number of days in 
the current fiscal year through the Date of Termination, and the denominator 
of which is 365 and (iii) any compensation previously deferred, pursuant to 
this Agreement, by the Employee (together with any accrued interest thereon) 
and not yet paid by the Company and any accrued vacation pay not yet paid by 
the Company (such amounts specified in clauses (i), (ii) and (iii) are 
hereinafter referred to as "Accrued Obligations").  All such Accrued 
Obligations shall be paid to the Employee's estate or beneficiary, as 
applicable, in a lump sum in cash within 30 days of the Date of Termination.  
Any and all compensation previously deferred by the Employee pursuant to the 
terms of both the Employment Agreement and the Deferred Compensation 
Agreement shall be paid in accordance with the terms and conditions of such 
agreements.  Anything in this Agreement to the contrary notwithstanding, the 
Employee's family shall be entitled to receive benefits at least equal to:  
(A) the most favorable 


                                     -17-

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benefits provided by the Company and any of its subsidiaries to surviving 
families of employees of the Company and such subsidiaries under such plans, 
programs, practices and policies relating to family death benefits, if any, 
in accordance with the most favorable plans, programs, practices and policies 
of the Company and its subsidiaries in effect at any time during the 90-day 
period immediately preceding the Effective Date; or (B) if more favorable to 
the Employee and/or the Employee's family, as in effect on the date of the 
Employee's death with respect to other key employees of the Company and its 
subsidiaries and their families; or (C) if more favorable to the Employee, in 
whole or in part, in accordance with the terms of the Employment Agreement.

          (b)  CAUSE; OTHER THAN FOR GOOD REASON.  If the Employee's employment
shall be terminated during the Employment Period for Cause, this Agreement shall
terminate without further obligations to the Employee other than:  (i) the
obligation to pay to the Employee the Highest Base Salary through the Date of
Termination plus the amount of any compensation previously deferred, pursuant to
this Agreement, by the Employee (together with accrued interest thereon); and
(ii) to pay to the Employee any compensation previously deferred by the Employee
pursuant to both the Employment Agreement and the Deferred Compensation


                                     -18-

<PAGE>

Agreement; all of which shall be paid in accordance with the terms and 
conditions of such agreements.  If the Employee terminates employment during 
the Employment Period other than for Good Reason, this Agreement shall 
terminate without further obligations to the Employee, other than those 
obligations accrued or earned and vested (if applicable) by the Employee 
through the Date of Termination, including for this purpose, all Accrued 
Obligations.  All such Accrued Obligations shall be paid to the Employee in a 
lump sum in cash within 30 days of the Date of Termination.  Any and all 
compensation previously deferred by the Employee pursuant to the terms of 
both the Employment Agreement and the Deferred Compensation Agreement shall 
be paid in accordance with the terms and conditions of such Agreements.

          (c)  GOOD REASON; OTHER THAN FOR CAUSE.  If, during the Employment 
Period, the Company shall terminate the Employee's employment other than for 
Cause, or death or if the Employee shall terminate his employment for Good 
Reason:

               (i)  the Company shall pay to the Employee in a lump sum in 
cash within 30 days after the Date of Termination the aggregate of the 
following amounts:

                    A.  to the extent not theretofore paid, the Employee's
               Highest Base Salary through the Date of Termination; and


                                     -19-

<PAGE>

                    B.  the product of (x) the Annual Bonus paid, payable to, or
               deferred (pursuant to Section 3 of the Employment Agreement) by
               the Employee for the last full fiscal year (if any) ending during
               the Employment Period or, if higher, for the last full fiscal
               year prior to the Effective Date (as applicable, the "Recent
               Bonus") and (y) a fraction, the numerator of which is the number
               of days in the current fiscal year through the Date of
               Termination and the denominator of which is 365; and

                    C.  the product of (x) 2.99 and (y) the sum of (i) the
               Highest Base Salary and (ii) the Recent Bonus; and

                    D.  in the case of compensation previously deferred,
               pursuant to this Agreement, by the Employee, all amounts
               previously deferred (together with any accrued interest thereon)
               and not yet paid by the Company, and any accrued vacation pay not
               yet paid by the Company; and

                    E.  the Employee shall be entitled to receive a lump-sum
               cash payment equal to the amount which the Company would have
               credited to the Employee's 


                                     -20-

<PAGE>

               Company Contribution Account under the Company's Executive 
               Deferred Compensation Plan (the "Deferred Compensation Plan") 
               during the remainder of the Employment Period if during the 
               remainder of the Employment Period the Employee had deferred 
               the maximum amount of the Employee's compensation which the 
               Employee could have deferred under the Deferred Compensation 
               Plan and if the Employee's annual compensation during the 
               Employment Period were equal to the sum of the Employee's 
               Highest Base Salary and Recent Bonus.  For the purposes of 
               determining the amount of this cash payment, no adjustment 
               shall be made for any amounts which the Company would have 
               contributed to the Employee's account in the Hilton Hotels 
               Thrift Savings Plan during the Employment Period; and

                    F.  any and all compensation previously deferred by the
               Employee pursuant to the terms of both the Employment Agreement
               and the Deferred Compensation Agreement shall be paid in
               accordance with the terms and conditions of such agreements.

               (ii) for the remainder of the Employment Period, or such longer
period as any plan, program, practice or policy 


                                     -21-

<PAGE>

may provide, the Company shall continue benefits to the Employee and/or the 
Employee's family at least equal to:  (A) those which would have been 
provided to them in accordance with the plan, programs, practices and 
policies described in Sections 4(b)(iv) and (vi) of this Agreement if the 
Employee's employment had not been terminated, including health insurance and 
life insurance, in accordance with the most favorable plans, practices, 
programs or policies of the Company and its subsidiaries during the 90-day 
period immediately preceding the Effective Date; or (B) if more favorable to 
the Employee, as in effect at any time thereafter with respect to other key 
employees and their families and for purposes of eligibility for retiree 
benefits pursuant to such plans, practices, programs and policies, the 
Employee shall be considered to have remained employed until the end of the 
Employment Period and to have retired on the last day of such period; or (C) 
if more favorable to the Employee, in whole or in part, in accordance with 
the terms of the Employment Agreement.


                                     -22-

<PAGE>


          7.  NON-EXCLUSIVITY OF RIGHTS.  During and after the Employment 
Period nothing in this Agreement shall prevent or limit the Employee's 
continuing or future participation in any benefit, bonus, incentive or other 
plans, programs, policies or practices, provided by the Company or any of its 
subsidiaries and for which the Employee may qualify, nor shall anything 
herein limit or otherwise affect such rights as the Employee may have under 
any stock option or other agreements with the Company or any of its 
subsidiaries (including, but not by way of limitation, the Employment 
Agreement and the Deferred Compensation Agreement).  Amounts which are vested 
benefits or which the Employee is otherwise entitled to receive under any 
plan, policy, practice or program of the Company or any of its subsidiaries 
at or subsequent to the Date of Termination shall be payable in accordance 
with such policy, practice or program and all amounts or benefits due to the 
Employee or his family pursuant to the Employment Agreement and the Deferred 
Compensation Agreement shall be payable or paid in accordance with the terms 
and conditions of such agreements.


                                     -23-

<PAGE>

          8.  FULL SETTLEMENT.  The Company's obligation to make payments 
provided for in this Agreement and otherwise to perform its obligations 
hereunder and under the Employment Agreement and the Deferred Compensation 
Agreement shall not be affected by any set-off, counterclaim, recoupment, 
defense or other claim, right or action which the Company may have against 
the Employee or others.  In no event shall the Employee be obligated to seek 
other employment or take any other action by way of mitigation of the amounts 
payable to the Employee under any of the provisions of this Agreement.  In 
addition to the Company's obligations pursuant to the Employment Agreement 
and the Deferred Compensation Agreement, and not in substitution therefore, 
if the Employee is employed by the Company on the date upon which the 
Effective Date occurs, the Company agrees to pay, to the full extent 
permitted by law, all legal fees and expenses which the Employee may 
reasonably incur as a result of any contest (regardless of the outcome 
thereof) by the Employee, the Company or others of the validity or 
enforceability of, or liability under, any provision of this Agreement, the 
Employment Agreement and the Deferred Compensation Agreement or any guarantee 
of performance thereof (including as a result of any contest by the Employee 
about the amount of any payment pursuant to Section 9 of this Agreement, 
Section 10 of the Employment Agreement or Section 


                                      -24-

<PAGE>

3 of the Deferred Compensation Agreement), plus in each case interest at the 
applicable Federal rate provided for in Section 7872(f)(2) of the Code.

          9.  CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.  

          (a)  Anything in this Agreement to the contrary notwithstanding, in 
the event it shall be determined that any payment or distribution by the 
Company to or for the benefit of the Employee, pursuant to the terms of this 
Agreement, but determined without regard to any payments required under this 
Section 9 (a "Payment"), would be subject to the excise tax imposed by 
Section 4999 of the Internal Revenue Code of 1986, amended (the "Code"), or 
any interest or penalties with respect to such excise tax (such excise tax, 
together with any such interest and penalties, are hereinafter collectively 
referred to as the "Excise Tax"), then the Employee shall be entitled to 
receive an additional payment (a "Gross-Up Payment") in an amount such that, 
after payment by the Employee of all taxes (including any interest or 
penalties imposed with respect to such taxes), including any Excise Tax, 
imposed upon the Gross-Up Payment, the Employee retains an amount of the 
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

          (b)  Subject to the provisions of Section 9(c), all 


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<PAGE>

determinations required to be made under this Section 9, including whether a 
Gross-Up Payment is required and the amount of such Gross-Up Payment, shall 
be made by Arthur Andersen & Co. (the "Accounting Firm"), which shall provide 
detailed supporting calculations both to the Company and the Employee within 
15 business days of the Date of Termination, if applicable, or such earlier 
time as is requested by the Company.  In the event that the Accounting Firm 
is serving as accountant or auditor for the individual, entity or group 
effecting the Change of Control, the Employee shall appoint another 
nationally recognized accounting firm to make the determinations required 
hereunder (which accounting firm shall then be referred to as the Accounting 
Firm hereunder).  All fees and expenses of the Accounting Firm shall be borne 
solely by the Company.  Any Gross-Up Payment, as determined pursuant to this 
Section 9, shall be paid by the Company to the Employee within five days of 
the receipt of the Accounting Firm's determination.  If the Accounting Firm 
determines that no Excise Tax is payable by the Employee, or that an amount 
is payable that is less than the Employee believes is proper (of which fact 
the Employee shall give notice to the Accounting Firm), it shall furnish the 
Employee with a written opinion that failure to report the Excise Tax (or a 
lesser Excise Tax) on the Employee's applicable federal income tax return 
would 


                                     -26-

<PAGE>

not result in the imposition of a negligence or similar penalty. Any 
determination by the Accounting Firm shall be binding upon the Company and 
the Employee.  As a result of the uncertainty in the application of Section 
4999 of the Code at the time of the initial determination by the Accounting 
Firm hereunder, it is possible that Gross-Up Payments which will not have 
been made by the Company should have been made ("Underpayment"), consistent 
with the calculations required to be made hereunder.  In the event that the 
Company exhausts its remedies pursuant to Section 9 (c) and the Employee 
thereafter is required to make a payment of any Excise Tax, the Accounting 
Firm shall determine the amount of the Underpayment that has occurred and any 
such Underpayment shall be promptly paid by the Company to or for the benefit 
of the Employee.

          (c)   The Employee shall notify the Company in writing of any claim 
by the Internal Revenue Service that, if successful, would require the 
payment by the Company of the Gross-Up Payment.  Such notification shall be 
given as soon as practicable but no later than ten business days after the 
Employee knows of such claim and shall apprise the Company of the nature of 
such claim and the date on which such claim is requested to be paid.  The 
Employee shall not pay such claim prior to the expiration of the thirty-day 
period following the date on which it gives such 


                                     -27-

<PAGE>

notice  to the Company (or such shorter period ending on the date that any 
payment of taxes with respect to such claim is due).  If the Company notifies 
the Employee in writing prior to the expiration of such period that it 
desires to contest such claim, the Employee shall:

           (i) give the Company any information reasonably requested by the
               Company relating to such claim,

          (ii) take such action in connection with contesting such claim as the
               Company shall reasonably request in writing from time to time,
               including, without limitation, accepting legal representation
               with respect to such claim by an attorney reasonably selected by
               the Company,

         (iii) cooperate with the Company in good faith in order to effectively
               contest such claim, and

          (iv) permit the Company to participate in any proceedings relating to
               such claim;

PROVIDED, HOWEVER, that the Company shall bear and pay directly all costs and 
expenses (including additional interest and penalties) incurred in connection 
with such contest and shall indemnify and hold the Employee harmless, on an 
after-tax basis, for any Excise Tax or income tax, including interest and 
penalties with respect thereto, imposed as a result of such 


                                     -28-

<PAGE>

representation and payment of costs and expenses.  Without limitation on the 
foregoing provisions of this Section 9(c), the Company shall control all 
proceedings taken in connection with such contest and, at its sole option, 
may pursue or forego any and all administrative appeals, proceedings, 
hearings and conferences with the taxing authority in respect of such claim 
and may, at its sole option, either direct the Employee to pay the tax 
claimed and sue for a refund or contest the claim in any permissible manner, 
and the Employee agrees to prosecute such contest to a determination before 
any administrative tribunal, in a court of initial jurisdiction and in one or 
more appellate courts, as the Company shall determine; PROVIDED FURTHER, 
HOWEVER, that if the Company directs the Employee to pay such claim and sue 
for a refund, the Company shall advance the amount of such payment to the 
Employee, on an interest-free basis and shall indemnify and hold the Employee 
harmless, on an after-tax basis from any Excise Tax, income tax, or 
employment tax, including interest or penalties with respect thereto, imposed 
with respect to such advance or with respect to any imputed income with 
respect to such advance; and provided further that any extension of the 
statute of limitations relating to payment of taxes for the taxable year of 
the Employee with respect to which such contested amount is claimed to be due 
is limited 


                                     -29-

<PAGE>

solely to such contested amount.   Furthermore, the Company's control of the 
contest shall be limited to issues with respect to which a Gross-Up Payment 
would be payable hereunder and the Employee shall be entitled to settle or 
contest, as the case may be, any other issue raised by the Internal Revenue 
Service or any other taxing authority.

          (d)  If, after the receipt by the Employee of an amount advanced by 
the Company pursuant to Section 9(c), the Employee becomes entitled to 
receive any refund with respect to such claim, the Employee shall (subject to 
the Company's complying with the requirements of Section 9(c) promptly pay 
to the Company the amount of such refund (together with any interest paid or 
credited thereon after taxes applicable thereto).  If, after the receipt by 
the Employee of an amount advanced by the Company pursuant to Section 9(c), a 
determination is made that the Employee shall not be entitled to any refund 
with respect to such claim and the Company does not notify the Employee in 
writing of its intent to contest such denial of refund prior to the 
expiration of thirty days after such determination, then such advance shall 
be forgiven and shall not be required to be repaid and the amount of such 
advance shall offset, to the extent thereof, the amount of Gross-Up Payment 
required to be paid.

          (e)  Notwithstanding anything contained in this Section 


                                     -30-

<PAGE>

9 to the contrary, if it shall be determined that any payment or distribution 
made by the Company pursuant to the Employment Agreement or the Deferred 
Compensation Agreement to or for the benefit of the Employee would be subject 
to the excise tax imposed by Section 4999 of the Code, then, the Employee 
shall be entitled to receive an Excise Tax Gross-Up Payment as such term is 
respectively defined in Section 10 of the Employment Agreement and Section 3 
of the Deferred Compensation Agreement all in accordance with such Sections 
of those agreements.

          10.  CONFIDENTIAL INFORMATION.  The Employee shall hold in a 
fiduciary capacity for the benefit of the Company all secret or confidential 
information, knowledge or data relating to the Company or any of its 
subsidiaries, and their respective businesses, which shall have been obtained 
by the Employee during the Employee's employment by the Company or any of its 
subsidiaries and which shall not be or become public knowledge (other than by 
acts by the Employee or his representatives in violation of this Agreement).  
After termination of the Employee's employment with the Company, the Employee 
shall not, without the prior written consent of the Company, communicate or 
divulge any such information, knowledge or data to anyone other than the 
Company and those designated by it.  In no event shall 


                                     -31-

<PAGE>

an asserted violation of the provisions of this Section 10 constitute a basis 
for deferring or withholding any amounts otherwise payable to the Employee 
under this Agreement, the Employment Agreement or the Deferred Compensation 
Agreement.

          11.  SUCCESSORS.  (a)  This Agreement is personal to the Employee 
and without the prior written consent of the Company shall not be assignable 
by the Employee otherwise than by will or the laws of descent and 
distribution.  This Agreement shall inure to the benefit of and be 
enforceable by the Employee's legal representatives.

          (b)   This Agreement shall inure to the benefit of and be binding 
upon the Company and its successors and assigns.

          (c)   The Company will require any successor (whether direct or 
indirect, by purchase, merger, consolidation or otherwise) to all or 
substantially all of the business and/or assets of the Company to assume 
expressly and agree to perform this Agreement, the Employment Agreement and 
the Deferred Compensation Agreement in the same manner and to the same extent 
that the Company would be required to perform such agreements if no such 
succession had taken place.  As used in this Agreement, "Company" shall mean 
the Company as hereinbefore defined and any successor to its business and/or 
assets as aforesaid which 


                                     -32-

<PAGE>

assumes and agrees to perform this Agreement by operation of law, or 
otherwise.

          12.  MISCELLANEOUS.  (a)  This Agreement shall be governed by and 
construed in accordance with the laws of the State of Delaware, without 
reference to principles of conflict of laws.   The captions of this Agreement 
are not part of the provisions hereof and shall have no force or effect.  
This Agreement may not be amended or modified otherwise than by a written 
agreement executed by the parties hereto or their respective successors and 
legal representatives.

          (b)   All notices and other communications hereunder shall be in 
writing and shall be given by hand delivery to the other party or by 
registered or certified mail, return receipt requested, postage prepaid, 
addressed as follows:

          IF TO THE EMPLOYEE:

          Mr. Arthur M. Goldberg
          Executive Vice President, Hilton Hotels Corporation
            and President - Gaming Operations 
          3930 Howard Hughes Parkway
          Fifth Floor
          Las Vegas, Nevada 89109

          IF TO THE COMPANY:

          Hilton Hotels Corporation
          9336 Civic Center Drive
          Beverly Hills, CA 90209
          Attention:  General Counsel


                                     -33-

<PAGE>

or to such other address as either party shall have furnished to the other in 
writing in accordance herewith.  Notice and communications shall be effective 
when actually received by the addressee.

          (c)  The invalidity or unenforceability of any provision of this 
Agreement shall not affect the validity or enforceability of any other 
provision of this Agreement.

          (d)  The Company may withhold from any amounts payable under this 
Agreement such Federal, state or local taxes as shall be required to be 
withheld pursuant to any applicable law or regulation.

          (e)  The Employee's failure to insist upon strict compliance with 
any provision hereof shall not be deemed to be a waiver of such provision or 
any other provision thereof.

          (f)  The Company represents and warrants that:  (i) it is fully 
authorized and empowered to enter into this Agreement; (ii) that its Board of 
Directors has approved this Agreement; and (iii) that the performance of its 
obligations under this Agreement will not violate any agreement between it 
and any other person, firm or organization.

          (g)  This Agreement may be executed in two or more counterparts and 
by facsimile, all of which when taken together shall constitute a signed 
agreement.



                                     -34-

<PAGE>

          (h)  Until the Effective Date, the Employment Agreement and 
Deferred Compensation Agreement shall remain in full force and effect and 
thereafter shall remain in full force and effect according to their terms, 
except as amended or modified by this Agreement.

          IN WITNESS WHEREOF, the Employee has hereunto set his hand and, 
pursuant to the authorization from its Board of Directors, the Company has 
caused these presents to be executed in its name on its behalf, all as of the 
day and year first above written.

                                             EMPLOYEE


                                             /s/ Arthur M. Goldberg
                                             ------------------------------
                                             Arthur M. Goldberg
 

                                             HILTON HOTELS CORPORATION



                                             By /s/ James M. Anderson
                                                ---------------------------
 

Attest: /s/ Cheryl L. Marsh
        -------------------------
                 Secretary


                                       -35-