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                                                                 EXHIBIT 10.10

                              HILTON HOTELS CORPORATION
                     1997 INDEPENDENT DIRECTOR STOCK OPTION PLAN

SECTION 1.  PURPOSE; DEFINITIONS

            The purpose of the Plan is to give the Corporation a competitive 
advantage in attracting, retaining and motivating non-employee directors and 
to provide the Corporation and its subsidiaries with a stock plan providing 
incentives more directly linked to the profitability of the Corporation's 
businesses and increases in shareholder value.

            For purposes of the Plan, the following terms are defined as set 
forth below:

            (a)   "AFFILIATE" means a corporation or other entity controlled 
by the Corporation and designated by the Board from time to time as such.

            (b)   "BOARD" means the Board of Directors of the Corporation.

            (c)   "CHANGE IN CONTROL"  means the happening of any of the 
following events:

                  (i)   An acquisition by any individual, entity or group 
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a 
"Person") of beneficial ownership (within the meaning of Rule 13d-3 
promulgated under the Exchange Act) of 20% or more of either (1) the then 
outstanding shares of common stock of the Corporation (the "Outstanding 
Corporation Common Stock") or (2) the combined voting power of the then 
outstanding voting securities of the Corporation entitled to vote generally 
in the election of directors (the "Outstanding Corporation Voting 
Securities") (a "Control Purchase"); excluding, however, the following:  (1) 
Any acquisition directly from the Corporation, other than an acquisition by 
virtue of the exercise of a conversion privilege unless the security being so 
converted was itself acquired directly from the Corporation, (2) Any 
acquisition by the Corporation, (3) Any acquisition by any employee benefit 
plan (or related trust) sponsored or maintained by the Corporation or any 
corporation controlled by the Corporation, (4) Any acquisition by any 
corporation pursuant to a transaction which complies with clauses (1), (2) 
and (3) of subparagraph (iii) of this definition, or (5) Any acquisition by 
Barron Hilton, the Charitable Remainder Unitrust created by Barron Hilton to 
receive shares from the Estate of Conrad N. Hilton, or the Conrad N. Hilton 
Fund; or

                  (ii)  A change in the composition of the Board such that 
the individuals who, as of the effective date of the Plan, constitute the 
Board (such Board shall be hereinafter referred to as the "Incumbent Board") 
cease for any reason to constitute at least a majority of the Board; 
PROVIDED, HOWEVER, for purposes of this definition, that any individual who 
becomes a member of the Board subsequent to the effective date of the Plan, 
whose election, or nomination for election by the Corporation's shareholders, 
was approved by a vote of at least a majority of those individuals who are 
members of the Board and who were also members of the Incumbent Board (or 
deemed 


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to be such pursuant to this proviso) shall be considered as though such 
individual were a member of the Incumbent Board; but, PROVIDED FURTHER, that 
any such individual  whose initial assumption of office occurs as a result of 
either an actual or threatened election contest (as such terms are used in 
Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other 
actual or threatened solicitation of proxies or consents by or on behalf of a 
Person other than the Board shall not be so considered as a member of the 
Incumbent Board (a "Board Change"); or

                  (iii)  The approval by the shareholders of the Corporation 
of a reorganization, merger or consolidation or sale or other disposition of 
all or substantially all of the assets of the Corporation ("Corporate 
Transaction"); excluding however, such a Corporate Transaction pursuant to 
which (1) all or substantially all of the individuals and entities who are 
the beneficial owners, respectively, of the Outstanding Corporation Common 
Stock and Outstanding Corporation Voting Securities immediately prior to such 
Corporate Transaction will beneficially own, directly or indirectly, more 
than 60% of, respectively, the outstanding shares of common stock, and the 
combined voting power of the then outstanding voting securities entitled to 
vote generally in the election of directors, as the case may be, of the 
corporation resulting from such Corporate Transaction (including, without 
limitation, a corporation which as a result of such transaction owns the 
Corporation or all or substantially all of the Corporation's assets either 
directly or through one or more subsidiaries) in substantially the same 
proportions as their ownership, immediately prior to such Corporate 
Transaction, of the Outstanding Corporation Common Stock and Outstanding 
Corporation Voting Securities, as the case may be, (2) no Person (other than 
the Corporation, any employee benefit plan (or related trust) of the 
Corporation or such corporation resulting from such Corporate Transaction) 
will beneficially own, directly or indirectly, 20% or more of, respectively, 
the outstanding shares of common stock of the corporation resulting from such 
Corporate Transaction or the combined voting power of the outstanding voting 
securities of such corporation entitled to vote generally in the election of 
directors except to the extent that such ownership existed prior to the 
Corporate Transaction, and (3) individuals who were members of the Incumbent 
Board will constitute at least a majority of the members of the board of 
directors of the corporation resulting from such Corporate Transaction; or

                  (iv)  The approval by the stockholders of the Corporation 
of a complete liquidation or dissolution of the Corporation.

            (d)   "CHANGE IN CONTROL PRICE"  means the higher of (i) the 
highest reported sales price, regular way, of a share of Common Stock in any 
transaction reported on the New York Stock Exchange Composite Tape or other 
national exchange on which such shares are listed or on NASDAQ during the 
60-day period prior to and including the date of a Change in Control or (ii) 
if the Change in Control is the result of a tender or exchange offer or a 
Corporate Transaction, the highest price per share of Common Stock paid in 
such tender or exchange offer or Corporate Transaction; PROVIDED, HOWEVER, 
that in the case of a Stock Option which (A) is subject to Section 16(b) of 
the Exchange Act and (B) was granted within 240 days of the Change in 
Control, then the Change in Control Price for such Stock Option shall be the 
Fair Market Value of the Common Stock on the date such Stock Option is 
exercised or deemed exercised.  To the extent that the 


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consideration paid in any such transaction described above consists all or in 
part of securities or other noncash consideration, the value of such 
securities or other noncash consideration shall be determined in the sole 
discretion of the Board.

            (e)   "CODE" means the Internal Revenue Code of 1986, as amended 
from time to time, and any successor thereto.

            (f)   "COMMISSION" means the Securities and Exchange Commission 
or any successor agency.

            (g)   "COMMON STOCK" means common stock, par value $1.00 per 
share, of the Corporation.

            (h)   "CORPORATION" means Hilton Hotels Corporation, a Delaware 
corporation.

            (i)   "DIRECTOR" means a member of the Board.

            (j)   "DISABILITY" means permanent and total disability as 
determined under procedures established by the Board for purposes of the Plan.

            (k)   "EMPLOYEE" means any officer or other employee (as defined 
in accordance with Section 3401(c) of the Code) of the Corporation or of any 
corporation which is a subsidiary of the Corporation.

            (l)   "EXCHANGE ACT" means the Securities Exchange Act of 1934, 
as amended from time to time, and any successor thereto.

            (m)   "FAIR MARKET VALUE" means, as of any given date, the mean 
between the highest and lowest reported sales prices of the Common Stock on 
the New York Stock Exchange Composite Tape or, if not listed on such 
exchange, on any other national securities exchange on which the Common Stock 
is listed or on NASDAQ. If there is no regular public trading market for such 
Common Stock, the Fair Market Value of the Common Stock shall be determined 
by the Board in good faith.

            (n)   "INDEPENDENT DIRECTOR" means a member of the Board who is 
not an Employee. 

            (o)   "PLAN" means the Hilton Hotels Corporation 1997 Independent 
Director Stock Option Plan, as set forth herein and as hereinafter amended 
from time to time.

            (p)   "RETIREMENT" means retirement from service as a Director at 
or after age 65.

            (q)   "RULE 16B-3" means Rule 16b-3, as promulgated by the 
Commission under Section 16(b) of the Exchange Act, as amended from time to 
time.


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            (r)   "STOCK OPTION" means a non-qualified option to purchase 
Common Stock granted under Section 5.

            (s)   "TERMINATION OF DIRECTORSHIP" means the time when an 
optionee who is an Independent Director ceases to be a Director for any 
reason, including, but not by way of limitation, a termination by 
resignation, failure to be elected, death or Retirement.  The Board, in its 
sole and absolute discretion, shall determine the effect of all matters and 
questions relating to Termination of Directorship with respect to Independent 
Directors.

            In addition, certain other terms used herein have definitions 
given to them in the first place in which they are used.

SECTION 2.  ADMINISTRATION

            The Plan shall be administered by the full Board, acting by a 
majority of its members then in office. 

            The Board shall have plenary authority to grant Stock Options 
pursuant to the terms of the Plan to Independent Directors.

            Among other things, the Board shall have the authority, subject 
to the terms of the Plan to:

            (a)   Determine the terms and conditions of any Stock Option 
granted hereunder (subject to the terms and conditions of the Plan), any 
vesting condition, restriction or limitation (which may be related to the 
performance of the participant, the Corporation or any subsidiary or 
Affiliate) and any forfeiture waiver regarding any Stock Option and the 
shares of Common Stock relating thereto, in accordance with the terms of the 
Plan;

            (b)   Modify, amend or adjust the terms and conditions of any 
Stock Option, at any time or from time to time;

            (c)   Determine to what extent and under what circumstances 
Common Stock and other amounts payable with respect to a Stock Option shall 
be deferred; and

            The Board shall have the authority to adopt, alter and repeal 
such administrative rules, guidelines and practices governing the Plan as it 
shall from time to time deem advisable, to interpret the terms and provisions 
of the Plan and any Stock Option issued under the Plan (and any agreement 
relating thereto) and to otherwise supervise the administration of the Plan.

            The Board may act only by a majority of its members then in 
office, except that the members thereof may (i) delegate to an officer of the 
Corporation the authority to make decisions pursuant to paragraphs (c), (f), 
(g), (h) and (i) of Section 5 (provided that no such delegation may be made 
that would cause Stock Options or other transactions under the Plan to cease 
to be exempt from Section 16(b) of the Exchange Act) and (ii) authorize any 
one or more 


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of their number or any officer of the Corporation to execute and deliver 
documents on behalf of the Board.

          Any determination made by the Board or pursuant to delegated 
authority pursuant to the provisions of the Plan with respect to any Stock 
Option shall be made in the sole discretion of the Board or such delegate at 
the time of the grant of the Stock Option or, unless in contravention of any 
express term of the Plan, at any time thereafter.  All decisions made by the 
Board or any appropriately delegated officer pursuant to the provisions of 
the Plan shall be final and binding on all persons, including the Corporation 
and Plan participants.

SECTION 3.  COMMON STOCK SUBJECT TO PLAN

            The total number of shares of Common Stock reserved and available 
for grant under the Plan shall be 200,000.  Shares subject to a Stock Option 
under the Plan may be authorized and unissued shares or may be treasury 
shares.

            If any Stock Option terminates without being exercised, shares 
subject to such Stock Option shall again be available for distribution in 
connection with Stock Options under the Plan.

            In the event of any change in corporate capitalization, such as a 
stock split or a corporate transaction, such as any merger, consolidation, 
separation, including a spin-off, or other distribution of stock or property 
of the Corporation, any reorganization (whether or not such reorganization 
comes within the definition of such term in Section 368 of the Code) or any 
partial or complete liquidation of the Corporation, the Board may make such 
substitution or adjustments in the aggregate number and kind of shares 
reserved for issuance under the Plan, in the number, kind and option price of 
shares subject to outstanding Stock Options, in the number and kind of shares 
subject to other outstanding Stock Options granted under the Plan and/or such 
other equitable substitution or adjustments as it may determine to be 
appropriate in its sole discretion; PROVIDED, HOWEVER, that the number of 
shares subject to any Stock Option shall always be a whole number.

SECTION 4.  ELIGIBILITY

            Independent Directors are eligible to be granted Stock Options 
under the Plan.

SECTION 5.  STOCK OPTIONS

            No Stock Option granted under the Plan shall constitute an 
"incentive stock option" under Section 422 of the Code.  Any Stock Option 
granted under the Plan shall be in such form as the Board may from time to 
time approve.

            During the term of the Plan, each person who is an Independent 
Director as of the date of the adoption of the Plan by the Board 
automatically shall be granted (i) a Stock Option to purchase two thousand 
(2,000) shares of Common Stock (subject to adjustment as provided herein) on 
the date of such adoption, and (ii) a Stock Option to purchase two thousand 
(2,000) shares of Common Stock (subject to adjustment as provided herein) on 
the date of each annual meeting of stockholders after such adoption, 
beginning with the 1998 annual meeting of 

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stockholders, for so long as such person remains an Independent Director.  
During the term of the Plan, each person who is initially elected to the 
Board after the adoption of the Plan by the Board and who is an Independent 
Director at the time of such initial election automatically shall be granted 
(i) a Stock Option to purchase two thousand (2,000) shares of Common Stock 
(subject to adjustment as provided herein) on the date of such initial 
election, and (ii) a Stock Option to purchase two thousand (2,000) shares of 
Common Stock (subject to adjustment as provided herein) on the date of each 
annual meeting of stockholders after such initial election for so long as 
such person remains an Independent Director.  All of the foregoing Stock 
Option grants authorized by this Section 5 are subject to stockholder 
approval of the Plan.

            Stock Options shall be evidenced by option agreements, the terms 
and provisions of which may differ. The grant of a Stock Option shall occur 
on the dates specified above.  The Corporation shall notify a participant of 
any grant of a Stock Option, and a written option agreement or agreements 
shall be duly executed and delivered by the Corporation to the participant.  
Such agreement or agreements shall become effective upon execution by the 
Corporation and the participant.

            Stock Options granted under the Plan shall be subject to the 
following terms and conditions and shall contain such additional terms and 
conditions as the Board shall deem desirable:

            (a)   OPTION PRICE.  The option price per share of Common Stock 
purchasable under a Stock Option shall equal 100% of the Fair Market Value of 
the Common Stock subject to the Stock Option on the date of grant.

            (b)   OPTION TERM.  The term of each Stock Option shall be 10 
years from the date such Stock Option is granted, without variation or 
acceleration hereunder, but subject to paragraphs (f), (g), (h) and (i) of 
this Section 5, and no Stock Option shall be exercisable more than ten years 
after the date the Stock Option is granted.

            (c)   EXERCISABILITY.  Except as otherwise provided herein, Stock 
Options shall be exercisable from and after the date on which such Stock 
Option is granted.

            (d)   METHOD OF EXERCISE.  Subject to the provisions of this 
Section 5, Stock Options may be exercised, in whole or in part, at any time 
during the option term by giving written notice of exercise to the 
Corporation specifying the number of shares of Common Stock subject to the 
Stock Option to be purchased.

            Such notice shall be accompanied by payment in full of the 
purchase price by certified or bank check or such other instrument as the 
Board may accept. Payment, in full or in part, may also be made in the form 
of unrestricted Common Stock already owned by the optionee of the same class 
as the Common Stock subject to the Stock Option (based on the Fair Market 
Value of the Common Stock on the date the Stock Option is exercised).

            Payment for any shares subject to a Stock Option may also be made 
by delivering a properly executed exercise notice to the Corporation, 
together with a copy of irrevocable instructions to a broker to deliver  
promptly to the Corporation the amount of sale or loan 


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proceeds to pay the purchase price, and, if requested, by the amount of any 
Federal, state, local or foreign withholding taxes.  To facilitate the 
foregoing, the Corporation may enter into agreements for coordinated 
procedures with one or more brokerage firms.

            No shares of Common Stock shall be issued until full payment 
therefor has been made.  An optionee shall have all of the rights of a 
shareholder of the Corporation holding the class or series of Common Stock 
that is subject to such Stock Option (including, if applicable, the right to 
vote the shares and the right to receive dividends), when the optionee has 
given written notice of exercise, has paid in full for such shares and, if 
requested, has given the representation described in Section 8(a).

            (e)   NONTRANSFERABILITY OF STOCK OPTIONS.  No Stock Option shall 
be transferable by the optionee other than (i) by will or by the laws of 
descent and distribution; or (ii) pursuant to a qualified domestic relations 
order (as defined in the Code or Title I of the Employee Retirement Income 
Security Act of 1974, as amended) whether directly or indirectly or by means 
of a trust or partnership or otherwise, under the applicable option 
agreement.  All Stock Options shall be exercisable, subject to the terms of 
this Plan, during the optionee's lifetime, only by the optionee or by the 
guardian or legal representative of the optionee or its alternative payee 
pursuant to such qualified domestic relations order, it being understood that 
the terms "holder" and "optionee" include the guardian and legal 
representative of the optionee named in the option agreement and any person 
to whom an option is transferred by will or the laws of descent and 
distribution or pursuant to a qualified domestic relations order.

            (f)   TERMINATION BY DEATH.  Unless otherwise determined by the 
Board, if an optionee's directorship terminates by reason of death, any Stock 
Option held by such optionee may thereafter  be exercised, to the extent then 
exercisable, for a period of one year (or such other period as the Board may 
specify in the option agreement) from the date of such death or until the 
expiration of the stated term of such Stock Option, whichever period is the 
shorter.

            (g)   TERMINATION BY REASON OF DISABILITY.  Unless otherwise 
determined by the Board, if an optionee's directorship terminates by reason 
of Disability, any Stock Option held by such optionee may thereafter be 
exercised by the optionee, to the extent it was exercisable at the time of 
termination, for a period of  one year (or such other period as the Board may 
specify in the option agreement) from the date of such termination of 
directorship or until the expiration of the stated term of such Stock Option, 
whichever period is the shorter; provided, however, that if the optionee dies 
within such period, any unexercised Stock Option held by such optionee shall, 
notwithstanding the expiration of such period, continue to be exercisable to 
the extent to which it was exercisable at the time of death for a period of 
12 months from the date of such death or until the expiration of the stated 
term of such Stock Option, whichever period is the shorter.

            (h)   TERMINATION BY REASON OF RETIREMENT.  Unless otherwise 
determined by the Board, if an optionee's directorship terminates by reason 
of Retirement, any Stock Option held by such optionee may thereafter be 
exercised by the optionee, to the extent it was exercisable at the time of 
such Retirement, for a period of 


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two years (or such other period as the Board may specify in the option 
agreement) from the date of such termination of directorship or until the 
expiration of the stated term of such Stock Option, whichever period is the 
shorter; provided, however, that if the optionee dies within such period any 
unexercised Stock Option held by such optionee shall, notwithstanding the 
expiration of such period, continue to be exercisable to the extent to which 
it was exercisable at the time of death for a period of 12 months from the 
date of such death or until the expiration of the stated term of such Stock 
Option, whichever period is the shorter.

            (i)   OTHER TERMINATION.  Unless otherwise determined by the 
Board: (A) if an optionee incurs a Termination of Directorship, other than by 
death, Disability or Retirement, all Stock Options held by such optionee 
shall thereupon terminate; and (B) if an optionee incurs a Termination of 
Directorship for any reason other than death, Disability or Retirement, any 
Stock Option held by such optionee, to the extent then exercisable, may be 
exercised,  for the lesser of three months from the date of such Termination 
of Directorship or the balance of such Stock Option's term;  PROVIDED, 
HOWEVER, that if the optionee dies within such three-month period, any 
unexercised Stock Option held by such optionee shall, notwithstanding the 
expiration of such three-month period, continue to be exercisable to the 
extent to which it was exercisable at the time of death for a period of 12 
months from the date of such death or until the expiration of the stated term 
of such Stock Option, whichever period is the shorter.  Notwithstanding the 
foregoing, if an optionee incurs a Termination of Directorship at or after a 
Change in Control, other than by reason of death, Disability or Retirement, 
any Stock Option held by such optionee shall be exercisable for the lesser of 
(1) six months and one day from the date of such Termination of Directorship, 
and (2) the balance of such Stock Option's term.

            (j)   CHANGE IN CONTROL CASH-OUT.  Notwithstanding any other 
provision of the Plan, during the 60-day period from and after a Change in 
Control (the "Exercise Period"), unless the Board shall determine otherwise 
at the time of grant, an optionee shall have the right, whether or not the 
Stock Option is fully exercisable and in lieu of the payment of the exercise 
price for the shares of Common Stock being purchased under the Stock Option 
and by giving notice to the Corporation, to elect (within the Exercise 
Period) to surrender all or part of the Stock Option to the Corporation and 
to receive cash, within 30 days of such notice, in an amount equal to the 
amount by which the Change in Control Price per share of Common Stock on the 
date of such election shall exceed the exercise price per share of Common 
Stock under the Stock Option (the "Spread") multiplied by the number of 
shares of Common Stock granted under the Stock Option as to which the right 
granted under this Section 5(j) shall have been exercised; PROVIDED, HOWEVER, 
that if the Change in Control is within six months of the date of grant of a 
particular Stock Option and is subject to Section 16(b) of the Exchange Act 
no such election shall be made by such optionee with respect to such Stock 
Option prior to six months from the date of grant.  However, if the end of 
such 60-day period from and after a Change in Control is within six months of 
the date of grant of a Stock Option and is subject to Section 16(b) of the 
Exchange Act, such Stock Option shall be canceled in exchange for a cash 
payment to the optionee, effected on the day which is six months and one day 
after the date of grant of such Option, equal to the 


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Spread multiplied by the number of shares of Common Stock granted under the 
Stock Option.  Notwithstanding the foregoing, if any right granted pursuant 
to this Section 5(j) would make a Change in Control transaction ineligible 
for pooling of interests accounting under APB No. 16 that but for this 
Section 5(j) would otherwise be eligible for such accounting treatment, the 
Board shall have the ability to substitute the cash payable pursuant to this 
Section 5(j) with Stock with a Fair Market Value equal to the cash that would 
otherwise be payable hereunder.

SECTION 6.  TERM, AMENDMENT AND TERMINATION

            The Plan will terminate 10 years after the effective date of the 
Plan. Under the Plan, Stock Options outstanding as of such date shall not be 
affected or impaired by the termination of the Plan.

            The Board may amend, alter, or discontinue the Plan, but no 
amendment, alteration or discontinuation shall be made which would (i) impair 
the rights of an optionee under a Stock Option theretofore granted without 
the optionee's consent, except such an amendment made to cause the Plan to 
qualify for the exemption provided by Rule 16b-3, or (ii) disqualify the Plan 
from the exemption provided by Rule 16b-3.  In addition, no such amendment 
shall be made without the approval of the  Corporation's shareholders (i) if 
such amendment would increase the limit imposed under Section 3 on the 
maximum number of shares of Common Stock reserved and available for grant 
under the Plan, or (ii) to the extent such approval is required by law or 
agreement.

            The Board may amend the terms of any Stock Option theretofore 
granted, prospectively or retroactively, but no such amendment shall impair 
the rights of any holder without the holder's consent except such an 
amendment made to cause the Plan or Stock Option to qualify for the exemption 
provided by Rule 16b-3.

            Subject to the above provisions, the Board shall have authority 
to amend the Plan to take into account changes in law and tax and accounting 
rules as well as other developments, and to grant Stock Options which qualify 
for beneficial treatment under such rules without stockholder approval.

SECTION 7.  UNFUNDED STATUS OF PLAN

            It is presently intended that the Plan constitute an "unfunded" 
plan for incentive and deferred compensation.  The Board may authorize the 
creation of trusts or other arrangements to meet the obligations created 
under the Plan to deliver Common Stock or make payments; PROVIDED, HOWEVER, 
that unless the Board otherwise determines, the existence of such trusts or 
other arrangements is consistent with the "unfunded" status of the Plan.

SECTION 8.  GENERAL PROVISIONS

            (a)  The Board may require each person purchasing or receiving 
shares pursuant to a Stock Option to represent to and agree with the 
Corporation in writing that such person is acquiring the shares without a 
view to the distribution thereof.  The 


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certificates for such shares may include any legend which the Board deems 
appropriate to reflect any restrictions on transfer.

            Notwithstanding any other provision of the Plan or agreements 
made pursuant thereto, the Corporation shall not be required to issue or 
deliver any certificate or certificates for shares of Common Stock under the 
Plan prior to fulfillment of all of the following conditions:

                 (i)    Listing or approval for listing upon notice of 
issuance, of such shares on the New York Stock Exchange, Inc., or such other 
securities exchange as may at the time be the principal market for the Common 
Stock;

                 (ii)   Any registration or other qualification of such 
shares of the Corporation under any state or Federal law or regulation, or 
the maintaining in effect of any such registration or other qualification 
which the Board shall, in its absolute discretion upon the advice of counsel, 
deem necessary or advisable; and

                 (iii)  Obtaining any other consent, approval, or permit from 
any state or Federal governmental agency which the Board shall, in its 
absolute discretion after receiving the advice of counsel, determine to be 
necessary or advisable.

            (b)   Nothing contained in the Plan shall prevent the Corporation 
or any subsidiary or Affiliate from adopting other or additional compensation 
arrangements for its employees or Directors.

            (c)   Adoption of the Plan shall not confer upon any Independent 
Director any right to continue to serve as a Director, nor shall it interfere 
in any way with the right of the Corporation to terminate the directorship of 
any Independent Director at any time.

            (d)   No later than the date as of which an amount first becomes 
includible in the gross income of the participant for Federal income tax 
purposes with respect to any Stock Option under the Plan, the participant 
shall pay to the Corporation, or make arrangements satisfactory to the Board 
regarding the payment of, any Federal, state, local or foreign taxes of any 
kind required by law to be withheld with respect to such amount.  The 
obligations of the Corporation under the Plan shall be conditional on such 
payment or arrangements, and the Corporation and its Affiliates shall, to the 
extent permitted by law, have the right to deduct any such taxes from any 
payment otherwise due to the participant.  The Board may establish such 
procedures as it deems appropriate, including making irrevocable elections, 
for the settlement of withholding obligations with Common Stock.

            (e)   The Board shall establish such procedures as it deems 
appropriate for a participant to designate a beneficiary to whom any amounts 
payable in the event of the participant's death are to be paid or by whom any 
rights of the participant, after the participant's death, may be exercised.


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            (f)   The Plan and all Stock Options granted and actions taken 
thereunder shall be governed by and construed in accordance with the laws of 
the State of Delaware, without reference to principles of conflict of laws.

SECTION 9.  EFFECTIVE DATE OF PLAN

            The Plan shall be effective as of July 16, 1997, provided that it 
is approved and adopted by at least a majority of the shares voted of Common 
Stock of the Corporation within 12 months after such date.


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