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                                                                 EXHIBIT 10.21

                              EMPLOYMENT AGREEMENT


                    AGREEMENT by and between Hilton Hotels Corporation, a 
Delaware corporation (the "Company"), and Stephen F. Bollenbach (the 
"Executive"), dated as of the 1st day of February, 1996.

                    WHEREAS, 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 employ the Executive as President and Chief Executive 
Officer, and the Executive desires to serve in that capacity;

                    NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

                    1.  EMPLOYMENT PERIOD.  The Company shall employ the 
Executive, and the Executive shall serve the Company, on the terms and 
conditions set forth in this Agreement, for the period beginning on the date 
first above appearing (the "Commencement Date") and ending on the fifth 
anniversary of the Commencement Date (the "Employment Period").

                    2.  POSITION AND DUTIES.  (a)  During the Employment 
Period, the Executive shall be employed as the President and Chief Executive 
Officer and commencing with the Company's 1996 annual meeting of 
shareholders, shall be a member of the Board of Directors of the Company.  In 
such capacity, the Executive shall report to the Board through the Chairman 
of


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the Board.  During the Employment Period, no executive of the Company other 
than the Executive shall have a direct reporting relationship with the 
Chairman of the Board. During the Employment Period, the Executive shall have 
authority to make all operating decisions, plan the strategic direction of 
the Company, and hire, promote and terminate employment of all personnel, 
subject to the direction of the Board.  During the Employment Period, the 
Executive shall have such reasonable and customary powers as are generally 
associated with the positions of President and Chief Executive Officer, 
including, without limitation, authority to expend capital resources of the 
Company and shall have, subject to the direction of the Board, authority to 
fill all management positions including, without limitation, the position of 
Chief Financial Officer, which position shall entitle its holder to an annual 
base salary of up to approximately $450,000, an annual target incentive bonus 
in the range of up to 50 to 70 per cent of base salary, and a grant of stock 
options under the Company's stock incentive plans to purchase up to 50,000 
shares of the Company's common stock. 

                         (b)  If, during the Employment Period, Barron Hilton 
shall cease to serve as Chairman of the Board for any reason, the Executive 
thereupon shall become Chairman of the Board in addition to President and 
Chief Executive Officer and shall, as Chairman, report directly to the Board. 

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                          (c)  During the Employment Period, and excluding 
any periods of vacation and sick leave to which the Executive is entitled, 
the Executive shall devote principal attention and time during normal 
business hours to the business and affairs of the Company and, to the extent 
necessary to discharge the responsibilities assigned to the Executive under 
this Agreement, use the Executive's reasonable best efforts to carry out such 
responsibilities faithfully and efficiently.  It shall not be considered a 
violation of the foregoing for the Executive to (A) serve on corporate, civic 
or charitable boards or committees (excluding those which would create a 
conflict of interest), (B) deliver lectures, fulfill speaking engagements or 
teach at educational institutions and (C) manage personal investments, so 
long as such activities do not materially interfere with the performance of 
the Executive's responsibilities as an employee of the Company in accordance 
with this Agreement.

                         (d)  The Executive's services shall be performed 
primarily at the Company's Headquarters in Beverly Hills, California.

                         (e)  From time to time during the Employment Period,
the Personnel and Compensation Committee of the Company's Board of Directors
(the "P&C Committee") shall consider whether, in its good faith judgment, the
Executive is

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endowed with authority comparable to that typically granted to chief 
executive officers of publicly held companies ("Appropriate Authority"). If 
the P&C Committee shall determine that the Executive does not have 
Appropriate Authority and such determination is not cured within 90 days 
after the other members of the Board have received notice of such 
determination, the Executive may, but need not, terminate his employment with 
the Company, and such termination shall be a termination for Good Reason for 
all purposes under this Agreement.

                    3.  COMPENSATION.  (a)  BASE SALARY.  During the 
Employment Period, the Executive shall receive an annual base salary ("Annual 
Base Salary") of $540,000, payable in accordance with the regular payroll 
practices of the Company.  During the Employment Period, the Annual Base 
Salary shall be reviewed for possible increase at least annually, with any 
increase being at the sole discretion of the Board or the P&C Committee.  Any 
increase in the Annual Base Salary shall not limit or reduce any other 
obligation of the Company under this Agreement.  The Annual Base Salary shall 
not be reduced after any such increase, and the term "Annual Base Salary" 
shall thereafter refer to the Annual Base Salary as so increased. 

                                      -4-

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                         (b)  ANNUAL BONUS.  In addition to the Annual Base 
Salary, the Executive shall be eligible to receive, for each fiscal year or 
portion of a fiscal year ending during the Employment Period, an annual bonus 
(the "Annual Bonus") (either pursuant to the Company's annual incentive plan 
or otherwise) with an annual target award opportunity of up to 100 per cent 
of Annual Base Salary provided that the Executive shall receive a minimum 
guaranteed award for 1996 in an amount equal to the remainder of $1,000,000 
minus the amount of Annual Base Salary actually paid to the Executive in 
1996. Each Annual Bonus shall be paid in a single cash lump sum no later than 
90 days after the end of the fiscal year or portion thereof for which the 
Annual Bonus is awarded, unless the Executive elects in writing, before the 
beginning of the fiscal year for which the Annual Bonus is to be awarded (or 
at such later date as may be permitted under the Company's generally 
applicable policies or procedures), to defer receipt of the Annual Bonus.

                         (c)  OTHER BENEFITS.  During the Employment Period: 
(i) the Executive shall be entitled to participate in all incentive, savings and
retirement plans, practices, policies and programs of the Company to at least
the same extent as other senior executives of the Company, provided that in
determining the Executive's participation in such plans the Incentive Options
granted hereunder shall be taken

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into account; and (ii) the Executive and/or the Executive's family, as the 
case may be, shall be eligible for participation in, and shall receive all 
benefits under, all welfare benefit plans, practices, policies and programs 
provided by the Company (including, without limitation, medical, 
prescription, dental, disability, salary continuance, employee life 
insurance, group life insurance, accidental death and travel accident 
insurance plans and programs) to at least the same extent as other senior 
executives of the Company.

                         (d)  EXPENSES.  During the Employment Period, the 
Executive shall be entitled to receive prompt reimbursement for all 
reasonable expenses incurred by the Executive in carrying out the Executive's 
duties under this Agreement, provided that the Executive complies with the 
generally applicable policies, practices and procedures of the Company for 
submission of expense reports, receipts, or similar documentation of such 
expenses. 

                         (e)  FRINGE BENEFITS.  During the Employment Period,
the Executive shall be entitled to fringe benefits and perquisites in accordance
with the most favorable plans, practices, programs and policies of the Company
as in effect at the time with respect to other senior executives of the Company,
including, without limitation, the use of an automobile and payment of related
expenses; reasonable travel on

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the Company's aircraft; and first-class travel accommodations on all 
commercial carriers for travel related to the business of the Company. 

                         (f)  OFFICE AND SUPPORT STAFF.  During the 
Employment Period, the Executive shall be entitled to the office at the 
Company's Beverly Hills Headquarters last occupied by Mr. Raymond C. 
Avansino, Jr. during Mr. Avansino's tenure as President and Chief Operating 
Officer of the Company, and to secretarial and other assistance, at least 
equal to the most favorable of such as provided with respect to other senior 
executives of the Company. Without limiting the generality of the foregoing, 
the Executive shall at all times have a personal secretary and a personal 
assistant.

                         (g)  VACATION.  During the Employment Period, the 
Executive shall be entitled to four weeks of paid vacation annually.

                         (h)  STOCK OPTIONS:  (i)  The Executive was granted 
non-statutory stock options under the Company's 1996 Chief Executive Stock 
Incentive Plan (the "Stock Plan") covering 1,500,000 shares of the Company's 
common stock with an exercise price equal to $74.6875 per share (the 
"Incentive Options").  The Company shall register with the Securities and 
Exchange Commission under the Securities Act of 1933, as amended, the shares 
issuable upon the exercise of the

                                      -7-

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Incentive Options not later than January 1, 1997.  No Incentive Option shall 
be exercisable more than 5 years after the date the Incentive Option is 
granted.  The Incentive Options shall vest and become exercisable according 
to the following schedule: 

                         (1)  25%:  on January 1, 1997.
                         (2)  50%:  on January 1, 1998.
                         (3)  75%:  on January 1, 1999.
                         (4)  100%:  on January 1, 2000, or upon a Change of
                              Control or a Qualified Transaction (each as
                              defined below) or upon the occurrence of any of
                              the following events (each of (A), (B) and (C)
                              below a "Triggering Event"): 
                              (A)  termination of the Executive's employment by
                                   the Company other than for Cause;
                              (B)  termination of the Executive's employment
                                   because of death or Disability; or
                              (C)  termination of employment by the Executive
                                   for Good Reason (as defined below).

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                         (ii)  In the event of the Executive's termination of 
employment for any reason prior to the fifth anniversary of the Commencement 
Date, any portion of the Incentive Options that have become vested on or 
before the date of such termination (including without limitation, any 
portion that becomes exercisable due to such termination) shall remain 
exercisable until the earlier to occur of (x) the first anniversary of such 
date of termination or (y) the fifth anniversary of the Commencement Date.  
Notwithstanding the foregoing, in the event that the Executive receives the 
Substitute Payment, the Incentive Option shall cease to be exercisable at the 
end of the fifth trading day after the Executive receives the Substitute 
Payment.

                         (iii)  Notwithstanding the foregoing, the Incentive 
Options shall terminate if the Plan is not approved by a majority of the 
shares of common stock of the Company voting at its annual meeting scheduled 
to be held on May 6, 1996.  The Company will use its reasonable best efforts 
to secure such shareholder approval.  If such approval is not obtained and 
unless the Company elects to implement a similar award without obtaining such 
approval, this Agreement and the Executive's employment with the Company 
shall terminate immediately, the Company shall pay to the Executive 
$10,000,000, and the Company thereafter shall have no further

                                      -9-

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obligations under this Agreement and the Executive's sole obligations shall 
be those set forth in Section 9 hereof.

                    (i)  SUBSTITUTE PAYMENT.  (1) Notwithstanding any other 
provision hereof, upon the earlier to occur of:                          

                         (A) a Triggering Event; or
                         

                         (B) a termination of employment by the Executive
                         without Good Reason on or after the third anniversary
                         of the Commencement Date,
                         

the Executive shall be entitled to receive a payment (the "Substitute Payment")
not to exceed $20,000,000, equal to the excess, if any, of (x) $20,000,000 over
(y) the sum of A plus B, where

                         

                          "A" equals the product of (i) the excess of the 
                          Fair Market Value of the Company's Common Stock on 
                          the date the Executive becomes entitled to receive 
                          the Substitute Payment over the Fair Market Value 
                          of the Company's Common Stock on the Commencement 
                          Date times (ii) 1,500,000 less the sum of (x) the 
                          number of shares of Company common stock acquired 
                          upon exercise and disposal of which are referred 
                          to in clause (i) of B below, (y) the number of 
                          shares of Company common stock acquired upon 
                          exercise and referred to in clause (ii) of B below 
                          and (z) the number of shares of the Company's 
                          Common Stock subject to the Incentive Option that 
                          are not vested following the event giving rise to 
                          the right to the Substitute Payment; and

                          "B" equals the sum of (i) the aggregate gain, if 
                          any, realized by the Executive on the disposition 
                          prior to the date the Executive becomes entitled 
                          to receive the Substitute Payment of shares of the 
                          Company's Common Stock acquired via exercise of 
                          Incentive Options, and (ii) the excess, if any, of 
                          the Fair Market Value of any shares of the Company's 
                          common stock held by the Executive on the date

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                          the Executive becomes entitled to the Substitute 
                          Payment acquired via the exercise of Incentive 
                          Options, over the price paid for those shares.

                         (2)  The Executive may elect to receive the 
Substitute Payment either in cash or the Company's common stock based on the 
Fair Market Value of such stock on the date the Executive becomes entitled to 
receive the Substitute Payment, provided, however, that the Company shall 
have the right to require that the Substitute Payment be made in shares of 
the Company's common stock if, in the opinion of the Company's accountants, 
payment of the Substitute Payment in cash would make any transaction 
ineligible for pooling of interests accounting under APB No. 16 that but for 
payment of the Substitute Payment in cash would otherwise be eligible for 
such accounting treatment.  The Company shall register any shares issuable in 
respect of the Substitute Payment with the Securities and Exchange Commission 
pursuant to the Securities Act of 1933, as amended.

                         (3)  The Executive may assign the right to receive 
the Substitute Payment to a family partnership designated by the Executive.

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                         (4)  If the Executive becomes entitled to receive 
the Substitute Payment because the Executive's employment terminates because 
of death or Disability, then subparagraphs (1), (2) and (3), above, shall 
apply with "the Executive or his estate or legal representative" substituted 
for "the Executive" and "$10,000,000" substituted for "$20,000,000."

                    (j)  LOAN.  On the Commencement Date, the Company will 
lend the Executive $5,000,000 (the "Loan").  The Loan will be full recourse 
and will be due and payable on the earlier of (x) January 1, 2000, and (y) 
the termination of the Executive's employment, and will bear interest, 
compounded semi-annually, at 100 per cent of the applicable federal rate 
provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, 
as amended.  The Loan shall be prepayable by the Executive at any time 
without penalty.  The Loan will be secured by a security interest which the 
Executive will grant the Company in (i) the net number of shares of the 
Company's common stock (after the payment of any associated tax liability) 
acquired by the Executive via exercise of Incentive Options, (ii) the 
Substitute Payment and (iii) the payment, if any, referred to in Section 
3(h)(iii), provided that the Company shall release such security interest 
from any shares as to which the Executive gives the Company notice of his 
intent sell, so long as the

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Executive makes arrangements reasonably satisfactory to the Company to apply 
the net after tax proceeds of such sale to repay such Loan.  The Company, in 
lieu of receiving the security interest described in the preceding sentence, 
may elect to withhold a portion of the Substitute Payment equal to the total 
outstanding amount due under the Loan as of the date the Executive becomes 
entitled to receive the Substitute Payment, such withheld amount, if any, to 
be in full satisfaction of the Executive's repayment obligations under the 
terms of the Loan.

                    4.  CERTAIN DEFINITIONS.  For purposes of this Agreement: 
                    (a)  "Change of Control" shall have the meaning assigned 
thereto in the Stock Plan.

                    (b)  A "Qualified Transaction" means a disposition 
(whether by sale, spin-off, merger or otherwise) of substantially all of the 
assets comprising either the Company's hotel business or the Company's gaming 
business occuring (i) on or before June 30, 1998 or (ii) on or before 
December 31, 1998, pursuant to a binding written contract entered into on or 
before June 30, 1998.

                    5.  TERMINATION OF EMPLOYMENT.  (a)  DEATH OR DISABILITY. 
The Executive's employment shall terminate automatically upon the Executive's
death during the Employment

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Period.  The Company shall be entitled to terminate the Executive's 
employment because of the Executive's Disability during the Employment 
Period.  "Disability" means that (i) the Executive has been unable, for a 
period of 180 consecutive business days, to perform the Executive's duties 
under this Agreement, as a result of physical or mental illness or injury, 
and (ii) a physician selected by the Company or its insurers, and acceptable 
to the Executive or the Executive's legal representative, has determined that 
the Executive's incapacity is total and permanent.  A termination of the 
Executive's employment by the Company for Disability shall be communicated to 
the Executive by written notice, and shall be effective on the 30th day after 
receipt of such notice by the Executive (the "Disability Effective Date"), 
unless the Executive returns to full-time performance of the Executive's 
duties before the Disability Effective Date. 

                    (b)  BY THE COMPANY.  (i)  The Company may terminate the 
Executive's employment during the Employment Period for Cause or without 
Cause. "Cause" means: 

                    A.   the willful and continued failure of the Executive 
               substantially to perform the Executive's duties under this 
               Agreement (other than as a result of physical or mental 
               illness or injury), after the Board delivers to the Executive 
               a written demand for substantial performance that specifically 
               identifies the manner in which the Board believes that the 
               Executive has not substantially performed the Executive's 
               duties;

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                    B.   illegal conduct or gross misconduct by the 
               Executive, in either case that is willful and results in 
               material and demonstrable damage to the business or reputation 
               of the Company; or

                    C.   a breach of the covanants or representations 
               contained in Section 9.

                    (ii) A termination of the Executive's employment for 
Cause shall be effected in accordance with the following procedures.  The 
Company shall give the Executive written notice ("Notice of Termination for 
Cause") of its intention to terminate the Executive's employment for Cause, 
setting forth in reasonable detail the specific conduct of the Executive that 
it considers to constitute Cause and the specific provision(s) of this 
Agreement on which it relies, and stating the date, time and place of the 
Special Board Meeting.  The "Special Board Meeting" means a meeting of the 
Board called and held specifically for the purpose of considering the 
Executive's termination for Cause, that takes place not less than five and 
not more than fifteen business days after the Executive receives the Notice 
of Termination for Cause.  The Executive shall be given an opportunity, 
together with counsel, to be heard at the Special Board Meeting.  The 
Executive's termination for Cause shall be effective when and if a resolution 
is duly adopted at the Special Board Meeting, stating that, in the good faith 
opinion of the Board, the Executive is guilty of the conduct described in the 
Notice of

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Termination for Cause, and such conduct constitutes Cause under this 
Agreement. 

                    (c)  GOOD REASON.  (i)  The Executive may terminate 
employment for Good Reason or without Good Reason.  "Good Reason" means: 

                    A.  the assignment to the Executive of any duties 
               inconsistent in any material respect with paragraph (a) or, if 
               applicable, (b) of Section 2 of this Agreement, or any other 
               action by the Company that results in a material diminution in 
               the Executive's position, authority, duties or 
               responsibilities, other than an action that is not taken in 
               bad faith and is remedied by the Company promptly after 
               receipt of notice thereof from the Executive;

                    B.  any material failure by the Company to comply with 
               any provision of Section 3 of this Agreement, other than a 
               failure that is not taken in bad faith and is remedied by the 
               Company promptly after receipt of notice thereof from the 
               Executive;

                    C.  any requirement by the Company that the Executive's 
               services be rendered primarily at a location or locations 
               other than that provided for in paragraph (d) of Section 2 of 
               this Agreement, other than normal business travel;

                    D.  any purported termination of the Executive's 
               employment by the Company for a reason or in a manner not 
               expressly permitted by this Agreement; or

                    E.  any failure by the Company to comply with paragraph 
               (c) of Section 10 of this Agreement. 

                    (ii)  A termination of employment by the Executive for 
Good Reason shall be effectuated by giving the Company written

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notice ("Notice of Termination for Good Reason") of the termination, setting 
forth in reasonable detail the specific conduct of the Company that 
constitutes Good Reason and the specific provision(s) of this Agreement on 
which the Executive relies.  A termination of employment by the Executive for 
Good Reason shall be effective on the fifth business day following the date 
when the Notice of Termination for Good Reason is given, unless the notice 
sets forth a later date (which date shall in no event be later than 30 days 
after the notice is given).

                    (iii) A termination of the Executive's employment by the 
Executive without Good Reason shall be effected by giving the Company at 
least 10 business days' advance written notice of the termination.

                    (d)  DATE OF TERMINATION.  The "Date of Termination" 
means the date of the Executive's death, the Disability Effective Date, the 
date on which the termination of the Executive's employment by the Company 
for Cause or by the Executive for Good Reason or without Good Reason, as the 
case may be, is effective.

                    6.  OBLIGATIONS OF THE COMPANY UPON TERMINATION.  (a)  BY 
THE COMPANY OTHER THAN FOR CAUSE, DEATH OR DISABILITY OR BY THE EXECUTIVE FOR 
GOOD REASON.  If, during the Employment Period, the Company terminates the 
Executive's employment, other than for Cause or Disability or by reason of 
the Executive's death, or the

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Executive terminates employment for Good Reason, the Company, in addition to 
fulfilling its obligations under Section 3 hereof, shall pay to the Executive 
in a lump sum in cash within 30 days after the Date of Termination the 
Executive's accrued but unpaid cash compensation (the "Accrued Obligations"), 
which shall equal the sum of (1) any portion of the Executive's Annual Base 
Salary through the Date of Termination that has not yet been paid, (2) an 
amount representing the Annual Bonus for the year of termination based on 
target, and multiplying that amount by 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 (the "Annual Bonus Amount"); 
(3) any compensation previously deferred by the Executive (together with any 
accrued interest or earnings thereon) that has not yet been paid; and (4) any 
accrued but unpaid Annual Bonuses and vacation pay.

                    (b)  DEATH OR DISABILITY.  If the Executive's employment is
terminated by reason of the Executive's death or Disability during the
Employment Period, the Company, in addition to fulfilling its obligations under
Section 3 hereof, shall pay the Accrued Obligations to the Executive or the
Executive's estate or legal representative, as applicable, in a lump sum in cash
within 30 days after the Date of Termination, and the Company shall have no
further obligations under this Agreement.

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                    (c)  CAUSE; OTHER THAN FOR GOOD REASON.  If the 
Executive's employment is terminated by the Company for Cause during the 
Employment Period, the Company shall pay the Executive the Annual Base Salary 
through the Date of Termination, the amount of any compensation previously 
deferred by the Executive (together with any accrued interest or earnings 
thereon), in each case to the extent not yet paid, and the amount of any 
earned but unpaid Annual Bonuses and vacation pay, and the Company shall have 
no further obligations under this Agreement.  If the Executive voluntarily 
terminates employment during the Employment Period, other than for Good 
Reason, the Company shall pay the Accrued Obligations to the Executive in a 
lump sum in cash within 30 days of the Date of Termination, and the Company 
shall have no further obligations under this Agreement.

                    7.  NON-EXCLUSIVITY OF RIGHTS.  Nothing in this Agreement 
shall prevent or limit the Executive's continuing or future participation in 
any plan, program, policy or practice provided by the Company or any of its 
affiliated companies for which the Executive may qualify, nor, subject to 
paragraph (f) of Section 11, shall anything in this Agreement limit or 
otherwise affect such rights as the Executive may have under any contract or 
agreement with the Company or any of its affiliated companies.  Vested 
benefits and other amounts that the Executive is otherwise entitled to receive

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under any plan, policy, practice or program of, or any contract or agreement 
with, the Company or any of its affiliated companies on or after the Date of 
Termination shall be payable in accordance with such plan, policy, practice, 
program, contract or agreement, as the case may be, except as explicitly 
modified by this Agreement.

                    8.  NO MITIGATION.  In no event shall the Executive be 
obligated to seek other employment or take any other action by way of 
mitigation of the amounts payable to the Executive under any of the 
provisions of this Agreement and such amounts shall not be reduced, 
regardless of whether the Executive obtains other employment. 

                    9.  CONFIDENTIAL INFORMATION; NONSOLICITATION; LICENSING; 
NO CONFLICT.  (a)  The Executive 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 affiliated companies and their 
respective businesses that the Executive obtains during the Executive's 
employment by the Company or any of its affiliated companies and that is not 
public knowledge (other than as a result of the Executive's violation of this 
paragraph (a) of Section 9) ("Confidential Information").  The Executive 
shall not communicate, divulge or disseminate Confidential Information at any 
time during or after the Executive's

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employment with the Company, except in the good faith performance of his 
duties hereunder, with the prior written consent of the Company or as 
otherwise required by law or legal process.  In no event shall an asserted 
violation of the provisions of this paragraph (a) of Section 9 constitute a 
basis for deferring or withholding any amounts otherwise payable to the 
Executive under this Agreement.

                    (b)  The Executive agrees that he will not, for a period 
of two years after the expiration or termination of the Executive's 
employment with the Company, without the prior written consent of the 
Company, whether directly or indirectly, employ, whether as an employee, 
officer, director, agent, consultant or independent contractor, or solicit 
the employment of, any person who is or at any time during the previous 
twelve months was an employee, representative, officer or director of the 
Company or any of its subsidiaries.

                    (c)  The Executive represents that he was previously 
licensed by the gaming authorities in Nevada and New Jersey and knows of no 
reason why a license necessary for him to perform his duties hereunder would 
not be granted to or maintained by him by those or similar authorities in the 
future.

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                    (d)  Executive represents to the Company that neither his 
commencement of employment hereunder nor the performance of his duties 
hereunder conflicts with any contractual commitment on his part to any third 
party or violates or interferes with any rights of any third party.

                    10.  SUCCESSORS.  (a)  This Agreement is personal to the 
Executive and, without the prior written consent of the Company, shall not be 
assignable by the Executive otherwise than by will or the laws of descent and 
distribution.  This Agreement shall inure to the benefit of and be 
enforceable by the Executive'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 shall 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 expressly 
to assume and agree to perform this Agreement in the same manner and to the 
same extent that the Company would have been required to perform it if no 
such succession had taken place.  As used in this Agreement, "Company" shall 
mean both the Company as defined above and any such successor that assumes 
and agrees to perform this Agreement, by operation of law or otherwise.

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                    11.  ARBITRATION.  The Company and the Executive mutually 
consent to the resolution by arbitration of all claims or controversies 
arising out of Executive's employment (or its termination) that the Company 
may have against Executive or that Executive may have against the Company or 
against its officers, directors, shareholders, employees or agents in their 
capacity as such.  The Company and the Executive shall equally share the fees 
and costs of the arbitrator, and each party shall bear its own costs in 
connection with any arbitration, unless the Executive shall prevail in an 
arbitration proceeding as to any material issue, in which case the Company 
shall reimburse the Executive for all reasonable costs, expenses and fees 
incurred in connection with such arbitration.

                    12.  LEGAL FEES.  The Company agrees to pay all legal 
fees incurred by the Executive in connection with the negotiation and 
preparation of this Agreement, up to a maximum of $15,000.

                    13.  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 except

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by a written agreement executed by the parties hereto or their respective 
successors and legal representatives.

                    (b)  All notices and other communications under this 
Agreement 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 EXECUTIVE:
                    
                    c/o Debevoise & Plimpton 
                    875 Third Avenue
                    New York, NY 10022

                    Attention:  Lawrence Cagney



                    IF TO THE COMPANY:

                    9336 Civic Center Drive
                    Beverly Hills, CA 90210
                    

                    Attention:  General Counsel


or to such other address as either party furnishes to the other in writing in 
accordance with this paragraph (b) of Section 11.  Notices 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.  If

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<PAGE>

any provision of this Agreement shall be held invalid or unenforceable in 
part, the remaining portion of such provision, together with all other 
provisions of this Agreement, shall remain valid and enforceable and continue 
in full force and effect to the fullest extent consistent with law.

                    (d)  Notwithstanding any other provision of this 
Agreement, the Company may withhold from amounts payable under this Agreement 
all federal, state, local and foreign taxes that are required to be withheld 
by applicable laws or regulations. 

                    (e)  The Executive's or the Company's failure to insist 
upon strict compliance with any provision of, or to assert any right under, 
this Agreement (including, without limitation, the right of the Executive to 
terminate employment for Good Reason pursuant to paragraph (c) of Section 5 
of this Agreement) shall not be deemed to be a waiver of such provision or 
right or of any other provision of or right under this Agreement.

                    (f)  The Executive and the Company acknowledge that this 
Agreement supersedes any other agreement between them concerning the subject 
matter hereof.

                    (g)  This Agreement may be executed in several 
counterparts, each of which shall be deemed an original, and

                                      -25-

<PAGE>

said counterparts shall constitute but one and the same instrument.

                    IN WITNESS WHEREOF, the Executive has hereunto set the 
Executive's hand and, pursuant to the authorization of its Board of 
Directors, the Company has caused this Agreement to be executed in its name 
on its behalf, all as of the day and year first above written.

                              
                              -------------------------
                                Stephen F. Bollenbach



                              HILTON HOTELS CORPORATION


                              By
                                -----------------------