Exhibit 10.20

HILTON HOTELS RETIREMENT PLAN        (As Amended and Restated Effective January 1, 2000)

WHEREAS, Hilton Hotels Corporation (the "Company") established the Hilton Hotels Salaried Employees' Pension Plan (the "Plan"), effective in 1951;

WHEREAS,
from time to time, certain other employers have adopted the Plan;

WHEREAS,
the Plan was amended and restated in its entirety, effective as of January 1, 1976, to comply with the Employee Retirement Income Security Act of 1974, and to rename the
Plan as Hilton Hotels Retirement Plan;

WHEREAS,
the Plan has since been amended from time to time;

WHEREAS,
as a result of amendments to the Plan and in the interest of maintaining the Plan's tax-qualified status, it is desirable that the Plan be amended and restated.

WHEREAS,
the Hilton Hotels Pension Committee (the "Committee") and the Board of Directors of the Company have granted the Company the authority to adopt any amendments to the Plan
required to maintain the Plan's tax-qualified status under the Internal Revenue Code of 1986; and

WHEREAS,
as a result of the enactment of the Uruguay Round Agreements Act of 1994, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job
Protection Act of 1996, the Taxpayer Relief Act of 1997 and the IRS Restructuring and Reform Act of 1998, the Plan must be substantially amended; and

WHEREAS,
nothing in this amendment and restatement increases the duties of the Committee under the Plan.

NOW,
THEREFORE, BE IT RESOLVED, that the Plan is hereby amended and restated as set forth herein effective as of January 1, 2000 except where otherwise indicated. The provisions
of this amended and restated Plan shall apply with respect to Employees who retire or otherwise terminate employment on or after January 1, 2000. The rights and benefits of Employees who retire
or otherwise terminate employment prior to January 1, 2000 shall be determined in accordance with the provisions of the Plan in effect at the time of their retirement or termination of
employment. Notwithstanding the Effective Date of the Plan or of any amendment hereto, no Employee shall benefit from the Plan, or any amendment hereto, unless: (1) the Committee minutes
adopting the Plan or amendment specifically provide for the Employee to be benefited; or (2) the Employee is employed on or after the date of adoption of the Plan or amendment hereto, whichever
is applicable. Provided that, where the administrator determines that an amendment must be applicable to former Employees in order for the Plan to maintain its tax-qualified status, such
amendment shall apply to such Employees to the extent required for the Plan to maintain its tax-qualified status.

In
addition, it is intended that this Plan constitute an accident and health plan so that amounts distributed on account of disability are excluded from income under
Section 105(c) of the Code to the extent provided by law.

ARTICLE I.        TITLE AND DEFINITIONS

1.1Title.

This
Plan shall be known as the Hilton Hotels Retirement Plan.

1.2Definitions.

Whenever
the following terms are used in this Plan, with the first letter capitalized, they shall have the meanings specified below.

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"Actuarial
Equivalent" shall mean a benefit of equivalent value computed using the interest rate and mortality assumptions contained in Appendix A.

"Annuity
Starting Date" shall mean the first day of the first period for which an amount is payable as an annuity or any other form of benefit.

"Approved
Leave of Absence" shall mean the period of absence with respect to a Participant who incurs a Break in Employment with the Company for or by reason of any of the causes listed
below and who is reemployed by a Participating Employer within a period of 24 months from such Break in Employment. Such Participant shall be deemed to have been on an Approved Leave of Absence
during the period intervening between such Break in Employment and reemployment, which period of Approved Leave of Absence (up to 24 months) shall be included in determining the Participant's
Years of Vesting Service and Years of Benefit Service. The causes referred to above are as follows:



"Average
Monthly Compensation" shall mean the greater of:



Because
of the benefit freeze effective December 31, 1996, as set forth in Section 4.12, Average Monthly Compensation shall be calculated by substituting the phrase
"immediately preceding January 1, 1997" for the phrase "immediately preceding his Break in Employment" in both clause (i) and clause (ii) above.

"Beneficiary"
or "Beneficiaries" shall mean the person or persons, including a trustee, personal representative or other fiduciary, last designated in writing by a Participant in
accordance with the provisions of Section 2.3 to receive the benefits specified hereunder in the event of the Participant's death. If there is no valid Beneficiary designation in effect that
complies with the provisions of Section 2.3, or if there is no surviving designated Beneficiary, then the Participants' surviving spouse shall be the Beneficiary. If there is no surviving
spouse to receive any benefits payable in accordance with the preceding sentence, the duly appointed and currently acting personal representative of the Participant's estate (which shall include
either the Participant's probate estate or living trust) shall be the Beneficiary. In any case where there is no such personal representative of the Participant's estate duly appointed and acting in
that capacity within 90 days after the Participant's death, (or such

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extended period as the Committee determines is reasonably necessary to allow such personal representative to be appointed, but not to exceed 180 days after the Participant's death) then
Beneficiary or Beneficiaries shall mean the person or persons who can verify by affidavit or court order to the satisfaction of the Committee that they are legally entitled to receive the benefits
specified hereunder.

"Board
of Directors" or "Board" shall mean the Board of Directors of the Company.

"Break
in Employment" shall mean an Employee's termination of employment as a result of resignation, discharge, retirement, Disability, or death. In determining whether and when a Break
in Employment has occurred, the following rules shall apply:



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

"Committee"
shall mean the Company's Pension and Thrift Committee.

"Company"
shall mean Hilton Hotels Corporation, a Delaware corporation, any predecessor corporation, or any successor corporation resulting from merger or consolidation.

"Compensation"
shall mean an Employee's total Compensation, including base salary, overtime, cash bonuses, gratuity income paid in conjunction with or in lieu of base salary, the value
of maintenance as established from time to time by the Committee, and such other amounts as determined by the Committee under rules adopted and uniformly applied (but excluding amounts so determined
by the Committee) paid to such Employee that is subject to employer tax under the Federal Insurance Contributions Act in accordance with Section 3111(a) of the Internal Revenue Code of 1954 as
in effect on March 1, 1978 (without regard to the dollar limitations contained in Section 3121(a) thereof). An Employee's Compensation shall also include (i) amounts by which the
Employee's compensation is reduced pursuant to Section 125 of the Code under a cafeteria plan

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maintained by his or her employer, and (ii) the Compensation which would have been considered during periods of leaves of absence for which Years of Benefit Service are granted based upon the
rate applicable at the time the leave is granted as determined by rules adopted and uniformly applied by the Committee. Compensation during any period for which an Employee is entitled to Years of
Benefit Service under subparagraph (c) of the definition of "Years of Benefit Service" hereunder shall be considered as Compensation; provided, however, that in no event shall
(i) compensation attributable to air or automobile transportation, (ii) any amounts received pursuant to the provisions of the Hilton Deferred Compensation Plan, the Hilton Supplemental
Executive Retirement Plan or the Hilton Hotels Retirement Benefit Replacement Plan, or (iii) any amounts which are attributable to a plan, program or other arrangement based on or involving
capital stock of the Company, be taken into account in calculating an Employee's Compensation hereunder. Pursuant to rules adopted and uniformly applied by the Committee, severance pay paid to an
Employee upon a Break in Employment shall be considered as Compensation, but only to the extent that such severance pay is paid in the form of periodic payments. Severance pay paid in the form of a
single lump sum shall not be considered as Compensation.

Notwithstanding
the foregoing, the maximum amount of an Employee's Compensation which shall be taken into account under the Plan for any Plan Year ("Maximum Compensation Limitation")
shall be (i) $200,000 for Plan Years beginning on or after January 1, 1989, and (ii) $150,000 for Plan Years beginning on or after January 1, 1994, such limitation adjusted
automatically without amendment to the Plan at the same time and in the same manner as under Sections 401(a)(17) and 415(d) of the Code. For any Plan Year of fewer than twelve months, the Maximum
Compensation Limitation shall be reduced to the amount obtained by multiplying such limitation by a fraction having a numerator equal to the number of months in the Plan Year and a denominator equal
to twelve. Notwithstanding the application of the Maximum Compensation Limitation, (i) the accrued benefit of a Participant determined as of December 31, 1988 shall not be reduced by
reason of the $200,000 limitation, and (ii) the accrued benefit of a Participant determined as of December 31, 1993 shall not be reduced by reason of the $150,000 limitation.
Furthermore, a Participant's accrued benefit, as calculated after December 31, 1988, shall be the greater of (i) or (ii), where (i) is his accrued benefit calculated under the
Plan, as amended to comply with the Maximum Compensation Limitation, using all Years of Benefit Service and Compensation, and (ii) is the greater of (A) his accrued benefit determined as
of December 31, 1988 plus his accrued benefit calculated under the Plan, as amended to comply with the Maximum Compensation Limitation, using only Years of Benefit Service and Compensation
after December 31, 1988, or (B) his accrued benefit determined as of December 31, 1993 plus his accrued benefit calculated under the Plan, as amended to comply with the Maximum
Compensation Limitation, using only Years of Benefit Service and Compensation after December 31, 1993.

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

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

"Disability"
shall mean the total and presumably permanent incapacity of a Participant to engage in any remunerative occupation or employment by reason of mental or physical disability,
as determined
by the Committee in its sole and absolute discretion under rules established by the Committee and applied in a uniform and nondiscriminatory manner.

"Disability
Retirement Benefit" shall mean the benefit provided under Sections 4.3 and 4.5 determined pursuant to the factors in Appendix A.

"Disability
Retirement Date" shall mean (i) with respect to a Participant who incurs a Disability while employed by a Participating Employer, the first day of any calendar month
coincident with or

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next following the date on which such Participant retires from all Participating Employers because of Disability if he then has at least 15 Years of Vesting Service and (ii) with respect to a
Participant entitled to a vested benefit pursuant to Section 4.6(b) and who has at least 15 Years of Vesting Service, the first day of any calendar month coincident with or next following the
date such Participant incurs a Disability. However, such a Participant may elect to defer commencement of his Disability Retirement Benefit until the first day of any month prior to his Normal
Retirement Date, in which case, solely for purposes of applying the reduction factors contained in Appendix A (with respect to a Participant described in clause (i) of the preceding
sentence) or determining the Actuarial Equivalent benefit (with respect to a Participant described in clause (ii) of the preceding sentence), such reduction factors or Actuarial Equivalent
determination, as applicable, shall be applied as if the date that his Disability Retirement Benefit actually commences is his Disability Retirement Date.

"Early
Retirement Benefit" shall mean the benefit provided under Sections 4.2 and 4.5 determined pursuant to the factors in Appendix A.

"Early
Retirement Date" shall mean (i) with respect to a Participant who retires from active status with all Participating Employers, the first day of the calendar month
coincident with or next following the date on which such Participant retires prior to his Normal Retirement Date if he then has reached age 55, has at least 10 Years of Vesting Service and has elected
to receive an Early Retirement Benefit, and (ii) with respect to a Participant who has at least 10 years of Vesting Service and incurs a Break in Employment prior to attaining age 55,
the first day of any calendar month after his attainment of age 55 and prior to his Normal Retirement Date as of which such Participant elects to receive an Early Retirement Benefit. However, such a
Participant may elect to defer commencement of his Early Retirement Benefit until the first day of any month prior to his Normal Retirement Date, in which case, solely for purposes of applying the
reduction factors contained in Appendix A (with respect to a Participant described in clause (i) of the preceding sentence or a Participant described in clause (ii) of the
preceding sentence who has at least 20 Years of Vesting Service) or determining the Actuarial Equivalent benefit (with respect to a Participant described in clause (ii) of the preceding
sentence who has less than 20 Years of Vesting Service), such reduction factors or Actuarial Equivalent determination, as applicable, shall be applied as if the date that his Early Retirement Benefit
actually commences is his Early Retirement Date. A Participant is ineligible for an Early Retirement Date if on such date he is employed by a Related Company.

"Effective
Date" shall mean (i) with respect to the Company, January 1, 1951, and (ii) with respect to a Participating Affiliate, the effective date of adoption of
the Plan by such Participating Affiliate.

"Eligible
Employee" shall mean any Employee of a Participating Employer who has both attained age 21 and completed one Year of Eligibility Service; except that there shall be excluded
(i) any "leased employee" as defined in Section 414(n) of the Code, (ii) any Union Employee, unless such Union Employee is a member of a group of Employees to whom this Plan has
been extended by the collective bargaining agreement covering such Union Employee, and (iii) any Employee of a Participating Affiliate who is included in a group or classification of Employees
of such Participating Affiliate to which the Plan is not extended, as provided under the definition of "Participating Affiliate" hereunder. Notwithstanding the foregoing, no Employee shall be an
Eligible Employee until the Effective Date with respect to his Participating Employer.

For
purposes of this definition of "Eligible Employee," and notwithstanding any other provisions of the Plan to the contrary, individuals who are not classified by the applicable
Participating Employer, in its discretion, as employees under Section 3121(d) of the Code (including, but not limited to, individuals classified by the Participating Employer as independent
contractors and non-employee

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consultants) and individuals who are classified by the Participating Employer, in its discretion, as employees of any entity other than a Participating Employer, do not meet this definition of
"Eligible Employee" and are ineligible for benefits under the Plan, even if the classification by the Participating Employer is determined to be erroneous, or is retroactively revised. In the event
the classification of an individual who is excluded from the definition of Eligible Employee under the preceding sentence is determined to be erroneous or is retroactively revised, the individual
shall nonetheless continue to be excluded from the definition of Eligible Employee and shall be ineligible for benefits for all periods prior to the date the Participating Employer determines its
classification of the individual is erroneous or should be revised. The foregoing sets forth a clarification of the intention of the Participating Employers regarding participation in the Plan for any
Plan Year, including Plan Years prior to the amendment of this definition of "Eligible Employee."

"Eligibility
Computation Period" shall mean:



Notwithstanding
the above, if an Employee completes more than 500 Hours of Service during any such Eligibility Computation Period and then fails to complete more than 500 Hours of
Service during a subsequent Eligibility Computation Period, then future Eligibility Computation Periods shall be measured from the first day that the Employee completes an Hour of Service following
the Eligibility Computation Period in which the Employee has been credited with not more than 500 Hours of Service. In addition, any reemployed individual described in the preceding sentence who again
incurs a Break in Employment shall measure Eligibility Computation Periods from the date of subsequent reemployment if no Hours of Service are performed during an Eligibility Computation Period ending
subsequent to the Break in Employment. For purposes of determining whether an Employee has completed 500 or fewer Hours of Service during any Eligibility Computation Period, rules similar to the rules
contained in the definition of "One Year Break in Service Year" shall apply, notwithstanding anything to the contrary contained therein.

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

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

"Fiduciary"
shall mean all persons defined in Section 3(21) of ERISA associated in any manner with the control, management, operation, and administration of the Plan or the assets
of the Plan, and such term shall be construed as including the term "Named Fiduciary" with respect to those Fiduciaries named in the Plan or who are identified as Fiduciaries pursuant to procedures
specified in the Plan.

"Hilton
Property" shall mean each business entity (including a Related Company of the Company), as designated from time to time by the Committee, in which the Company, directly or
indirectly, has an interest or with which it has a contractual relationship for hotel management.

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"Hour
of Service" shall mean an hour (a) for which an Employee is paid, or entitled to payment, for performance of duties for a Participating Employer or a Related Company;
(b) for which the Employee is paid or entitled to payment by a Participating Employer or a Related Company on account of a period during which no duties are performed (irrespective of whether
the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty, or leave of absence; or (c) for which back
pay, irrespective of mitigation of damages, is either awarded or agreed to by a Participating Employer or a Related Company.

The
following additional rules shall apply in calculating Hours of Service: (a) no more than 501 Hours of Service are required to be credited to an Employee on account of any
single period during which the Employee performs no duties; (b) an hour for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which no
duties are performed is not required to be credited to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with applicable worker's compensation,
unemployment compensation, or disability insurance laws; (c) Hours of Service are not required to be credited for a payment which solely reimburses an Employee for medical or medically related
expenses incurred by the Employee; (d) a payment shall be deemed to be made by or due from a Participating Employer or Related Company regardless of whether such payment is made by or due from
a Participating Employer or a Related Company directly, or indirectly through, among others, a trust fund, or insurer, to which a Participating Employer or a Related Company contributes or pays
premiums and regardless of whether contributions made or due to the trust fund, insurer, or other entity are for the benefit of particular Employees or on behalf of a group of Employees in the
aggregate; (e) no more than one Hour of Service shall be credited with respect to any hour of time; (f) an "Hour of Service" shall include any hour for which an Employee is entitled to
payment by a "leasing organization" (as described in Section 414(n)(2) of the Code) for the performance of duties for a Participating Employer or a Related Company.

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

"Integrated
Benefits" shall mean the aggregate benefits payable to a Participant (or over which he has had or has exercised or released, any power or right of election, designation,
appointment or disposition) under (i) any pension plan qualified as tax exempt under Section 401(a) of the Code, including any such plan established by the New York Hotel Association or
pursuant to any collective bargaining or other agreement, to the extent that a Participating Employer, any Related Company, or any predecessors thereto have contributed or paid all or part of the
costs thereof as determined by rules established from time to time by the Committee, and (ii) any federal, state, or other system now in existence or hereafter created or amended to which a
Participating Employer is required by law to contribute or pay all or part of the costs, as determined by rules established from time to time by the Committee, including 50 percent of the
Primary Social Security Benefit computed on the basis of the Social Security Act as in effect at the time at which the offset for Integrated Benefits is first applied as provided in the definition of
"Primary Social Security Benefit" hereunder. The Committee, by uniform rules adopted from time to time, shall estimate the amounts of all Integrated Benefits expected to be payable to any Participant
for the purpose of determining benefits under this Plan prior to the date of determination of the actual amount of any such Integrated Benefits, and adjustments shall be made, without interest, in
benefit payments due after the Annuity Starting Date if later information so requires.

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

"Late
Retirement Benefit" shall mean the benefit provided under Sections 4.4 and 4.5.

"Late
Retirement Date" shall mean, with respect to a Participant who remains in the employ of a Participating Employer following his Normal Retirement Date, the first day of any month
following his Normal Retirement Date on which he elects to retire.

"Normal
Retirement Age" shall mean the date on which occurs the later of (a) or (b), where (a) is the date a Participant attains age 65, and (b) is the earlier of:



"Normal
Retirement Benefit" shall mean the benefit provided under Sections 4.1 and 4.5.

"Normal
Retirement Date" shall mean the first day of the month coincident with or next following the date the Participant attains his Normal Retirement Age. A Participant shall retire on
his Normal Retirement Date; provided that, a Participant may elect to continue employment and retire on a Late Retirement Date subsequent to said Normal Retirement Date, in which event he shall remain
a Participant in the Plan as long as he remains an Eligible Employee.

"One
Year Break in Service Year" shall mean any Vesting Computation Period during which a Participant has not completed more than 500 Hours of Service. Notwithstanding the preceding
sentence and solely for purposes of this paragraph, if an Employee is credited with less than 501 Hours of Service during a 12-month period described in the preceding sentence by reason of
an absence that arises because of her pregnancy, the birth or adoption of the Employee's child (or child care for a period immediately following such birth or adoption), such Employee shall not incur
a One Year Break in Service Year; rather, the Employee shall be credited for any such 12-month period with (a) the Hours of Service for which the Employee would have received credit
(but for such absence), if determinable, or (b) eight Hours of Service per day during such absence. If, absent the preceding sentence, a One
Year Break in Service Year would not occur because of such an absence during the 12-month period that includes the beginning of such absence, the Employee shall receive credit for the
hours specified under (a) or (b) above in the Vesting Computation Period immediately following the Vesting Computation Period in which such absence initially occurs, solely to prevent
the occurrence of a One Year Break in Service Year in any such Vesting Computation Period. Notwithstanding any other provision of this paragraph, any Employee shall not be credited with more than 501
Hours of Service by reason of such absence.

"Participant"
shall mean any Employee or former Employee who has been admitted to participation in the Plan pursuant to Article II and who is or may become eligible to receive a
benefit from the Plan. A Participant does not include an Employee who incurs a Break in Employment and either: (a) is not vested; or (b) has been paid the full amount of his
nonforfeitable benefit.

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"Participating
Affiliate" shall mean any Hilton Property that, by resolution of its board of directors and with the approval of the Committee, elects to participate in this Plan.
Furthermore, in approving any Hilton Property as a Participating Affiliate, the Committee may, in its discretion, determine that the Plan is extended only to a specific group or classification of
Employees of such Participating Affiliate, so long as any such determination complies with the Code and ERISA. By electing to participate in this Plan, a Participating Affiliate agrees to
(i) be bound by any Plan or Trust amendment adopted by resolution of the Board of Directors or by the written instrument of any person to whom the Board of Directors had delegated its authority
to adopt the amendment, and (ii) execute such forms or documents (e.g., forms or other materials required by the Internal Revenue Service or Department of Labor) as are deemed necessary or
desirable by the Committee.

"Participating
Employer" shall mean the Company and each Participating Affiliate. Appendix F attached hereto lists all Participating Employers as of January 1, 1994.

"Plan"
shall mean the Hilton Hotels Retirement Plan set forth herein, as now in effect or hereafter amended.

"Plan
Year" shall mean each 12-consecutive month period beginning on January 1 and ending on December 31. The Plan Year shall be the limitation year for
purposes of Section 415 of the Code.

"Primary
Social Security Benefit" shall mean the monthly amount available at the later of (i) the date a Participant attains age 65, or (ii) the Participant's Early,
Normal, Late or Disability Retirement Date or earlier Break in Employment, excluding amounts available for spouses and dependents, as an unreduced old-age or disability insurance benefit
under the provisions of Title II of the Social Security Act (or under the provisions of any similar federal Act or Acts now in existence, or as hereafter
created or amended) as in effect on the Participant's Early, Normal, Late or Disability Retirement Date or earlier Break in Employment, whether or not payment of such amount is delayed, suspended or
forfeited because of failure to apply, accept other work, or any other similar reason within the control of the Participant. Such amount shall be determined on the basis of the Participant's period of
employment with the Participating Employers in accordance with uniform rules adopted by the Committee, subject to the following paragraph. If a Participant retires or otherwise incurs a Break in
Employment prior to age 65, the amount of his Primary Social Security Benefit shall be computed by assuming he receives no wages after such retirement or other Break in Employment.

In
computing a Participant's Primary Social Security Benefit, the Participant's wages for Plan Years ending prior to his Break in Employment shall be calculated by using either
(i) an estimated wage history, or (ii) to the extent the Committee has records, such Participant's actual wages. The estimated wage history shall be calculated by projecting backwards
the Participant's wages during the Plan Year in which his Break in Employment occurs at a 6% annual rate. If the Participant provides evidence to the Committee of his actual wage history for the years
before his Break in Employment, the actual wages shall be used instead of the estimate. In order that it be taken into account, a Participant must provide the actual wage history no later than a
reasonable period of time (as determined by the Committee) after his Break in Employment or, if later, the date he is informed of the benefit to which he is entitled.

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"Qualified Joint and Survivor Annuity" shall mean an annuity for the life of the Participant with a survivor annuity for the life of the Spouse of the Participant to whom he is legally
married at the time his annuity payments commence which is 50% of the amount of the annuity payable during the life of the Participant. The amount of the Qualified Joint and Survivor Annuity shall be
determined pursuant to the tables attached as Appendix A to the Plan.

"Related
Company" shall be determined separately with respect to each Participating Employer, and shall mean, with respect to such a Participating Employer, (i) each corporation
which is a member of a controlled group of corporations (within the meaning of Section 1563(a) of the Code, determined without regard to Section 1563(a)(4) and (e)(3)(C) thereof) of
which such Participating Employer is a component member, (ii) each entity (whether or not incorporated) which is under common control with such Participating Employer, as such common control is
defined in Section 414(c) of the Code and Regulations issued thereunder, (c) any organization which is a member of an affiliated service group (within the meaning of
Section 414(m) of the Code) of which such Participating Employer or a Related Company is a member and (d) any organization which is required by regulations issued under
Section 414(o) of the Code to be treated as a Related Company. For purposes of Section 5.1 of this Plan the phrase "more than 50 percent" shall be substituted for the phrase "at
least 80 percent" each place it appears in Section 1563(a)(1) of the Code. The term "Related Company" shall also include each predecessor employer to the extent required by
Section 414(a) of the Code. Notwithstanding the foregoing, an organization shall not be considered a Related Company for any purpose under the Plan prior to the date it is considered affiliated
under clauses (i) through (iv) above.

"Section 203(a)(3)(B)
Service" shall mean the employment of an Employee, subsequent to the time the payment of benefits commenced or would have commenced if the Employee had not
remained in or returned to employment during a calendar month, if the Employee completes in such month 40 or more Hours of Service for a Participating Employer as of the time that the payment of
benefits commenced or would have commenced if the Employee had not remained in or returned to employment. In the case of an Employee for whom records of Hours of Service are not maintained, an
Employee who receives payment for any such Hours of Service performed on each of 8 or more days in such month shall also be treated as employed in Section 203(a)(3)(B) Service.

"Senior
Officer" shall mean each person who holds the office of Senior Vice President or higher with the Company.

"Spouse"
shall mean the person legally married to the Participant on the Annuity Starting Date. A "Surviving Spouse" is a Spouse who survives the Participant, provided, however, that for
purposes of
the Surviving Spouse Benefit described in Section 4.7, "Surviving Spouse" shall mean the Spouse to whom the Participant was legally married for at least one year prior to his date of death.

"Trust"
shall mean the Trust that is established to hold and invest contributions under this Plan.

"Trustee"
(or "Trustees," if more than one is appointed and acting) shall mean the Trustee or Trustees, whether original or successor, appointed under the Trust.

"Union
Employee" shall mean an Employee covered by a collective bargaining agreement between his Participating Employer and any collective bargaining representative if retirement
benefits were the subject of good faith bargaining between such representative and such Participating Employer.

"Vesting
Computation Period" shall mean any Plan Year beginning on or after January 1, 1976 during which the Employee is employed with a Participating Employer or a Related
Company.

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"Years
of Benefit Service" of a Participant, measured in years and fractional years, shall mean the aggregate (without counting any period more than once) of the years computed under
(a) through (f) below:



The
following additional rules shall apply in determining a Participant's Years of Benefit Service. If, at the date of a Participant's retirement or earlier Break in Employment
(i) his period of employment (or a portion thereof) with a Participating Employer is otherwise excluded from his Years of Benefit Service because he was a Union Employee during such period
("Union Exclusion"), or (ii) his period of employment (or a portion thereof) with a Hilton Property is otherwise excluded from

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his Years of Benefit Service because said Hilton Property was not a Participating Affiliate under the Plan during such period ("Hilton Property Exclusion"), then:



Notwithstanding
the freeze on benefit accruals, service performed before January 1, 1997 that would otherwise be excluded under the Hilton Property Exclusion or the Union
Exclusion shall be included if a Participant satisfies (before, on or after January 1, 1997) the requirements set forth above which provide for inclusion of such service. Under no circumstances
shall service performed after December 31, 1996 be included as a result of the preceding sentence.

"Year
of Eligibility Service" means each Eligibility Computation Period during which an Employee completes at least 1,000 Hours of Service.

"Years
of Vesting Service" for any Employee, measured in years and fractional years, shall mean (i) prior to January 1, 1976, service, if any, described under subparagraph
(a) below, and (ii) on or after January 1, 1976, each Vesting Computation Period during which he completes at least 1,000 Hours of Service. For purposes of determining Years of
Vesting Service, no period shall be counted more than once, and the following rules shall apply:



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ARTICLE II.        PARTICIPATION



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ARTICLE III.        CONTRIBUTIONS



ARTICLE IV.        RETIREMENT AND DEATH BENEFITS



14

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15

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The
Normal Retirement Benefit or vested Normal Retirement Benefit computed under paragraphs (1), (2) or (3) above, whichever applies, shall then be reduced by the aggregate
benefits payable to such Participant under any other pension plan qualified under Section 401(a) of the Code, including any such plan established pursuant to any collective bargaining or other
agreement, to the extent that the Participating Employers or a Related Company or any predecessors thereto have contributed or paid all or a part of the costs thereof as determined by rules
established from time to time by the Committee. The minimum benefits described in this subsection (b) shall be reduced as otherwise specified in this Plan if it is paid in the form of a
Qualified Joint and Survivor Annuity or an optional form of benefit.

Participants
whose retirement or earlier Break in Employment occurs on or after January 1, 1997 shall be eligible to receive the minimum benefits described in
Section 4.1(b) of the Plan if, as of the date of retirement or earlier Break in Employment, the Participant has either (i) completed ten or more Years of Vesting Service, or
(ii) attained age 55 and completed five or more Years of Vesting Service. For purposes of the foregoing sentence, only Years of Vesting Service completed on or before December 31, 1996
shall be considered. The rule described in the preceding two sentences applies only to determine eligibility for the minimum benefits. The amount of the Normal, Early or Late Retirement Benefit shall
continue to be calculated based upon years of Benefit Service as provided in Article IV of the Plan.



4.2Early Retirement BenefitUnmarried Participant.

If
the Participant elects to retire on an Early Retirement Date, his retirement benefit will be a monthly Early Retirement Benefit beginning on such Early Retirement Date, reduced for
early commencement pursuant to Appendix A, and ending with the benefit for the month during which his death occurs.

Notwithstanding
the foregoing, in the case of a Participant described in clause (ii) of the definition of Early Retirement Date who is entitled to a vested benefit pursuant to
Section 4.6(b) but who has less than 20 Years of Vesting Service, the early commencement factors contained in Appendix A shall not apply, and his Early Retirement Benefit shall instead
be the Actuarial Equivalent of his vested Normal Retirement Benefit.

4.3Disability Retirement BenefitUnmarried Participant.



Notwithstanding
the foregoing, in the case of a Participant entitled to a vested benefit pursuant to Section 4.6(b) whose Disability Retirement Date results from a Disability
incurred after a Break in Employment, the early commencement factors contained in Appendix A shall not apply, and his

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Disability Retirement Benefit shall instead be the Actuarial Equivalent of his vested Normal Retirement Benefit.



4.4Late Retirement BenefitUnmarried Participant.



Notwithstanding
the foregoing, in the case of a Participant who attained age 65 on or before February 28, 1978, such Participant's Late Retirement Benefit shall not be less than
the Late Retirement Benefit that would have been payable to such Participant had the terms of the Plan in effect on February 28, 1978 continued in effect without change until such Participant's
Late Retirement Date.



4.5Normal, Early, Disability or Late Retirement BenefitMarried Participant.



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4.6Vesting; Breaks in Service.



Years of
Vesting Service

Percentage VestedLess than 10

0
%10 or more

100
%


Notwithstanding
the foregoing schedule, a Participant who has completed at least one Hour of Service on or after January 1, 1989 shall become vested in his Normal Retirement
Benefit in accordance with the immediately following schedule:

Years of
Vesting Service

Percentage VestedLess than 5

0
%5 or more

100
%




Participants
who experience one or more breaks in service prior to 1976 shall be treated for all purposes of this Plan as new employees as of the first time after 1975 that they
recommence employment with a Participating Employer after such breaks and any benefits payable under this Plan on account of such service prior to a break in service shall be computed without
reference to any service by the Participant subsequent to reemployment.

4.7Surviving Spouse Benefit.



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4.8Optional Retirement Benefits.



A retirement benefit payable as a single life annuity ending with the benefit for the month during which the Participant's death occurs. The amount of such
benefit shall be determined in accordance with Section 4.1.



A retirement benefit adjusted to take account of the expected Social Security Benefit of the Participant. Such adjustment for Social Security benefits shall be
made by providing (1) retirement benefits on a temporary basis beginning on the Participant's Early or Disability Retirement Date and terminating with the payment for the month preceding the
earliest date the Participant is entitled to receive an old age insurance benefit under the Social Security Act or the date of his death, whichever first occurs, and (2) an additional
retirement benefit as chosen by the Participant in the form of a

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single life annuity or a joint and survivor annuity. The amount of the monthly retirement benefit payable on the temporary basis and the additional benefit shall be determined in accordance with
Appendix A.



A retirement benefit equal to the Actuarial Equivalent of his Normal Retirement Benefit (determined in accordance with Appendix A), payable in the form of
a cash lump sum; provided, however, that this option shall be available only to a Participant who (i) was a Participant on December 31, 1975, and (ii) was eligible to elect that
the Actuarial Equivalent of his Normal Retirement Benefit be paid to him in accordance with the terms of the Plan in effect prior to January 1, 1976. This option shall no longer be available
after the retirement of the last of those Participants described in the preceding sentence.



A Participant may elect a monthly retirement income in such other form as may be authorized by the Committee and offered to all Participants on a like and
nondiscriminatory basis, which is the Actuarial Equivalent of his Normal Retirement Benefit. Notwithstanding Appendix A, "Actuarial Equivalent" under this option shall be determined using
(i) a 5% interest factor and (ii) a unisex pension 1984 table
for determining mortality. In any case where a Participant elects such an optional form of benefit (other than an option where the joint or contingent annuitant is the Participant's Spouse), the
option shall be structured so that more than 50 percent of the lump sum Actuarial Equivalent required to provide such Participant's monthly retirement income in the form of a life annuity will
be applied to provide the Participant's monthly benefits under such option during the period of the Participant's life expectancy.



4.9Payment of Retirement Benefit.



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(d)  In
the event the Actuarial Equivalent of a Participant's vested accrued benefit is determined as of his Break in Employment, or the Surviving Spouse Benefit, is $5,000
or less, the Committee shall pay such Actuarial Equivalent in the form of a single lump sum as soon as administratively feasible, in lieu of all other benefits under the Plan. For purposes of the
preceding sentence, a Participant who ceases to participate in the Plan and whose nonforfeitable percentage in his accrued benefit is zero shall be deemed to have received a complete distribution of
the entire nonforfeitable portion of his accrued benefit at the time of his Break in Employment, and the forfeitable portion of his accrued benefit shall be forfeited at the time of his Break in
Employment. Upon distribution, such accrued benefit and service attributable to such accrued benefit shall thereupon be disregarded for all purposes under this Plan. Notwithstanding the preceding
sentence, if the distribution to a Participant as

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described above is less than the Actuarial Equivalent of such Participant's full accrued benefit, such Participant's full accrued benefit and related service shall be restored if he subsequently is
reemployed by a Participating Employer and repays to the Plan his distribution under this subsection. Such distribution must be repaid before the earlier of five years after the date of reemployment
or the close of the fifth One Year Break in Service Year after distribution. In addition, the repaid amount must equal the distribution plus interest at 120% of the applicable federal
mid-term rate (or such other rate as may be specified under Section 411(c)(2)(C) of the Code), compounded annually from the date of distribution to the date of repayment. In the
case of a Participant whose nonforfeitable interest in his accrued benefit at the time of his Break in Employment was zero, such Participant shall be deemed to have repaid his distribution pursuant to
the foregoing provisions as of his date of reemployment.

Notwithstanding
Appendix A and the foregoing provisions of this subsection (d), if the lump sum Actuarial Equivalent of (i) the vested accrued benefit of a Participant who
incurred a Break in Employment prior to November 15, 1995 and who has not received a distribution prior to November 15, 1995, or (ii) a Surviving Spouse Benefit attributable to
the death of a Participant prior to November 15, 1995, which benefit has not been distributed prior to November 15, 1995, is $3,500 or less (or $5,000 or less if distribution occurs on
or after January 1, 1998), such benefit shall be paid in a single cash lump sum as soon as administratively feasible after November 15, 1995. The Actuarial Equivalent for such
distributions shall be determined by applying the interest and mortality factors applicable to 1995, as adopted by the First Amendment to the Plan (as amended and restated effective January 1,
1987).

Notwithstanding
Appendix A and the foregoing provisions of this subsection (d), if the lump sum Actuarial Equivalent of (i) the vested accrued benefit of a Participant who
has not yet received a distribution, or (ii) a Surviving Spouse Benefit attributable to the death of a participant which benefit has not been distributed, is $3,500 or less (or $5,000 or less
if distribution occurs on or after January 1, 1998), such benefit shall be paid in a single cash lump sum as soon as administratively feasible following the date of adoption (i.e.,
November 13, 1995) of the First Amendment to the Plan (as
amended and restated effective January 1, 1987). The Actuarial Equivalent for such distribution shall be determined by applying the interest and mortality factors applicable to the year in
which the payment is made.

4.10Suspension of Benefits.

(a)  If
a Participant has commenced receiving benefits hereunder and is subsequently reemployed by a Participating Employer or a Related Company, his benefits will be
discontinued during any month of such reemployment in which the Participant is employed in Section 203(a)(3)(B) Service unless the continued payment of benefits is required by
Section 4.9(b)(1). The previous sentence shall only apply if the Participant is delivered a notice that complies with Department of Labor Regulations
Section 2530.203-3(b)(4).

(b)  A
Participant reemployed as described in subsection (a) shall upon reemployment again become a Participant under this Plan if he meets the then applicable
requirements for participation. Such Participant's benefit accrued during such reemployment shall be computed for each period of reemployment and the benefit payable to such Participant shall be
increased as of his subsequently selected Early, Normal or Late Retirement Date, as applicable, to take into account such additional benefit, if any. Any additional benefit shall be decreased by the
Actuarial Equivalent of any benefit payments (other than Disability Retirement Benefit payments) paid to the Participant prior to his attaining his Normal Retirement Date.

(c)  In
the case of a Participant reemployed after attaining his Normal Retirement Date, any additional accrual during a Plan Year shall increase the benefits payable to the
Participant as of the first day of the next Plan Year. Any additional accrual during a Plan Year shall be reduced, however, by

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the Actuarial Equivalent of any payments during the Plan Year to the Participant in any month in which the Participant is employed in Section 203(a)(3)(B) service.

(d)  Effective
for Participants who are reemployed on or after January 1, 1997, benefit payments shall continue to be made to such Participant notwithstanding such
reemployment.

4.11Inability to Locate Participant.

In
the case of any benefit payable under this Plan, if the Committee is unable, within three years after the later of Normal Retirement Date or other date on which the benefit becomes
payable, to locate the Participant or Beneficiary to whom payment is due, such benefit shall be forfeited and the assets of this Plan shall be relieved of the liability for payment of such benefit. If
after such forfeiture, the
Participant or Beneficiary later claims such benefit, such benefit shall be reinstated and shall be paid retroactive to the date that such benefit first became payable.

4.12Benefit Freeze.

Subject
to Section 4.13, effective January 1, 1997, no further benefits shall be accrued by any Participant in this Plan. Accordingly, each Participant in this Plan shall
be entitled to the benefit he or she earned through and including December 31, 1996, but shall not be credited with any additional benefit following December 31, 1996. Thus, by way of
illustration and not limitation, Participants shall be entitled to benefits based only upon their Years of Benefit Service through December 31, 1996, and shall not be entitled to benefits based
upon any portion of a Year of Benefit Service following December 31, 1996; provided, however, that as specifically set forth in the definition of Years of Benefit Service, certain service
performed before January 1, 1997 which would otherwise be excluded under the Hilton Property Exclusion and the Union Exclusion shall be included even if the conditions for inclusion of such
service are satisfied after December 31, 1996. As a further illustration, and not a limitation, increases in a Participant's Average Monthly Compensation based upon Compensation paid after
December 31, 1996 shall not be considered under the Plan. As a further illustration, and not a limitation, no portion of a Year of Benefit Service after January 1, 1997 shall be included
in determining whether a Participant is eligible for the minimum benefits referred to in Section 4.1(a), or the amount of any such minimum benefits. All Early Retirement Benefits, Late
Retirement Benefits, Disability Retirement Benefits and Surviving Spouse Benefits shall be calculated based upon the frozen benefit earned through December 31, 1996. The benefit freeze shall
apply to all Participants hereunder, whether employed by the Company or any Participating Affiliate. Notwithstanding the foregoing, should the Plan become a top-heavy plan as set forth in
Appendix C, then the minimum accruals for Non-Key Employees shall continue to apply under Appendix C.

4.13Benefit Increase.

(a)  The
benefit attributable to each Participant shall be the greater of the benefit determined without respect to this Section 4.13 (the "Pre-Amendment
Benefit"), or the benefit determined under this Section 4.13 (the "New Benefit"). The New Benefit attributable to the Participant shall be the benefit determined as if Section 4.1(a) of
the Plan were the "Revised Section 4.1(a)," set forth in subsection (b) of this Section 4.13.

(b)  The
"Revised Section 4.1(a)" is as follows:



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26

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27

---



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ARTICLE V.        LIMITATION ON BENEFITS AND PAYMENTS

5.1Section 415 Limitations.

Notwithstanding
anything else contained herein, the maximum annual amount of retirement benefit payable with respect to a Participant under this Plan shall not exceed the lesser of:
(a) $90,000 (adjusted automatically without amendment to the Plan for increases in the cost of living, in accordance with Regulations issued by the Secretary of the Treasury pursuant to the
provisions of Section 415(d) of the Code) or (b) 100% of the Participant's average annual compensation for the three consecutive calendar years during which he was a Participant and had
the highest aggregate annual compensation from his Participating Employer and all Related Companies, in accordance with the provisions of Appendix B attached hereto.

With
respect to Senior Officers only, the dollar limitation described above shall be the dollar limitation in effect in the Plan Year in which such Senior Officer attains his Normal
Retirement Age and, for Senior Officers who are Participants and have attained age 65 prior to December 31, 1991, shall be the dollar limitation described above in effect as of
January 1, 1991. For Participants other than Senior Officers, benefit payments that had been limited under the dollar limitation set for the above shall be increased (but not above the benefit
amount the Participant would have been entitled to without such limitation) to reflect increases in the dollar limitation that occur after termination of employment or retirement.

5.2Top-Heavy Plan Requirement.

Notwithstanding
anything else contained herein, for any Plan Year for which this Plan is a Top-Heavy Plan, as defined in Section C.3 of Appendix C attached
hereto, this Plan will be subject to the provisions of Appendix C.

5.3Restriction of Benefits and Payments.

For
Plan Years beginning on or after January 1, 1994, notwithstanding anything else contained herein, upon termination of the Plan or in the case of a payment to any of the 25
highest paid "Highly Compensated Employees" (as defined in Appendix E), the restrictions of Appendix E shall apply. For Plan Years beginning before January 1, 1994, the
restrictions of Appendix D shall apply.

5.41331/3 Percent Rule.

The
method of computing a Participant's accrued benefit under the provisions of Article IV is intended to satisfy the requirements of the 1331/3 rule provided in
Section 411(b)(1)(B) of the Code.

ARTICLE VI.        THE COMMITTEE

6.1Members.

The
President of Hilton Hotels Corporation shall choose a Chairman for the Committee. The other members of the Committee shall be appointed by, and shall serve at the pleasure of, the
Chairman of the Committee. The number of members comprising the Committee shall be determined by the Chairman of the Committee who may from time to time vary the number of members. A member of the
Committee may resign by delivering a written notice of resignation to the Chairman of the Committee. The Chairman of the Committee may remove any member by delivering a written notice of removal to
such member. Vacancies in the membership of the Committee shall be filled promptly by the Chairman of the Committee.

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6.2Committee Action.

The
Committee shall choose a Secretary. The Secretary shall keep minutes of the Committee's proceedings and all records and documents pertaining to the Committee's administration of the
Plan. Any action of the Committee shall be taken pursuant to the vote or written consent of a majority of its members present, and such action shall constitute the action of the Committee and be
binding upon the same as if all members had joined therein. A member of the Committee shall not vote or act upon any matter which relates solely to himself as a Participant. The Chairman or any other
member or members of the Committee designated by the Chairman may execute any certificate or other written direction on behalf of the Committee. The Trustee or any third person dealing with the
Committee may conclusively rely upon any certificate or other written direction so signed.

6.3Rights and Duties.

(a)  The
Company shall be the Plan Administrator (as defined in Section 3(16)(A) of ERISA). The Company delegates its duties under the Plan to the Committee. The
Committee shall act as the Fiduciary with respect to control and management of the Plan for purposes of ERISA on behalf of the Participants and their Beneficiaries, shall enforce the Plan in
accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes, including, but not by way of limitation, the
following:



(b)  With
respect to management or control of investments, the Committee shall have the power to direct the Trustee in writing with respect to the investment of the Trust
assets or any part thereof.

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Where investment authority, management and control of Trust assets have been delegated to the Trustee by the Committee, the Trustee shall be the Fiduciary with respect to the investment, management
and control of the Trust assets contributed by the Company and Participants with full discretion in the exercise of such investment, management and control. Except as otherwise provided by law, the
Committee may appoint one or more Investment Manager(s) to invest the Trust assets or any part thereof. Where investment authority, management, and control of Trust assets is not specifically
delegated to the Trustee, the Trustee shall be subject to the direction of the Committee or the Investment Manager(s) appointed by the Committee, if any, regarding the investment, management and
control of such assets, and in such case the Committee, or the Investment Manager(s), as the case may be, shall be the Fiduciary with respect to the investment, management and control of such assets.

(c)  Each
Fiduciary under the Plan and Trust shall be solely responsible for its own acts or omissions. Except to the extent required by ERISA or the Code, no Fiduciary shall
have the duty to question whether any other Fiduciary is fulfilling any or all of the responsibilities imposed upon such other Fiduciary by ERISA or by any regulations or rulings issued thereunder. No
Fiduciary shall have any liability for a breach of fiduciary responsibility of another Fiduciary with respect to the Plan or Trust unless he knowingly participates in such breach, knowingly undertakes
to conceal such breach, has actual knowledge of such breach and fails to take reasonable remedial action to remedy said breach or, through his negligence in performing his own specific fiduciary
responsibilities, has enabled such other Fiduciary to commit a breach of the latter's fiduciary responsibilities.

6.4Claims Procedures.

(a)  The
Committee shall notify Participants and, where appropriate, Beneficiaries of their right to claim benefits under the claims procedures, and shall provide the name of
the person or persons with whom such claims should be filed.

(b)  The
Committee shall act upon claims initially made and will communicate a decision to the claimant promptly and, in any event, not later than 90 days after the
claim is received by the Committee, unless special circumstances require an extension of time for processing the claim. If an extension is required, notice of the extension shall be furnished the
claimant prior to the end of the initial 90-day period, which notice shall indicate the reasons for the extension and the expected decision date. The extension shall not exceed
90 days. The claim may be deemed by the claimant to have been denied for purposes of further review described below in the event a decision is not furnished to the claimant within the period
described in the three preceding sentences. Every claim for benefits which is denied shall be denied by written notice setting forth in a manner calculated to be understood by the claimant
(i) the specific reason or reasons for the denial, (ii) specific reference to any provisions of the Plan on which denial is based, (iii) description of any additional material or
information necessary for the claimant to perfect his claim with an explanation of why such material or information is necessary, and (iv) an explanation of the procedure for further reviewing
the denial of the claim under the Plan.

(c)  The
Committee shall review claim denials if review is timely requested. The review given after denial of any claim shall be a full and fair review with the claimant or
his duly authorized representative having 60 days after receipt of denial of his claim to request such review, the right to review all pertinent documents and the right to submit issues and
comments in writing.

(d)  The
Committee shall issue its decision not later than 60 days after receipt of a request for review from a claimant unless special circumstances, such as the need
to hold a hearing, require a longer period of time, in which case a decision shall be rendered as soon as possible but not later than 120 days after receipt of the claimant's request for
review. The decision on review shall be in writing

31

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and shall include specific reasons for the decision written in a manner calculated to be understood by the claimant with specific reference to any provisions of the Plan on which the decision is
based.

(e)  Notwithstanding
any other provision of this Plan, no action may be commenced with respect to or arising out of any claim for benefits against the Plan (or the Committee,
any Participating Employer or any of its or their agents) more than one hundred eighty (180) days after the Participant, Beneficiary or other claimant is first given a written notice of the
denial of his or her appeal by the Committee. Unless the Committee specifically determines otherwise, this period shall not be extended even if the Committee again considers the matter after the
initial denial. This limitations period shall apply to all actions arising out of or relating to a claim for benefits including, but not limited to, any action under Section 502(a)(1)(B) of
ERISA and any action under Section 502(a)(3) of ERISA to the extent said claim relates to the provision of benefits or rights under the Plan.

6.5Procedure for Establishing Funding Policy; Transmittal of Information.

In
order to enable the Committee to establish a funding policy and perform its other functions under the Plan, the Company shall supply full and timely information to the Committee on
all matters relating to the Compensation, employment, retirement, death, or the cause for termination of employment of each Participant and such other pertinent facts as may be required. The Committee
shall advise the Trustee and the Investment Manager, as appropriate, of such of the foregoing facts as may be pertinent to the duties of the Trustee and Investment Manager under the Plan.

6.6Compensation, Bonding, Expenses and Indemnity.

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

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

(c)  The
Committee is authorized at the expense of the Company to employ such legal counsel, actuaries and other consultants as it may deem advisable to assist in the
performance of its duties hereunder. Expenses and fees in connection with the administration of the Plan and the Trust shall be paid from the Trust assets to the fullest extent permitted by law,
unless the Company determines otherwise.

(d)  To
the extent permitted by applicable state law, the Company shall indemnify and save harmless the Committee and each member thereof, the Board and any delegate of the
Committee who is an employee of the Company against any and all expenses, liabilities and claims, including legal fees to defend against such liabilities and claims arising out of their discharge in
good faith of responsibilities under or incident to the Plan, other than expenses and liabilities arising out of willful misconduct. This indemnity shall not preclude such further indemnities as may
be available under insurance purchased by the Company or provided by the Company under any by-law, agreement or otherwise, as such indemnities are permitted under state law. Payments with
respect to any indemnity and payment of any expenses and fees under this Section 6.6 shall be made only from assets of the Company and shall not be made directly or indirectly from Trust
assets.

6.7Manner of Administering.

The
Committee shall have full discretion to construe and interpret the terms and provisions of the Plan, which interpretation or construction shall be final and binding on all parties,
including but not

32

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limited to the Participating Employers and any Participant or Beneficiary, except as otherwise provided by law. The Committee shall administer such terms and provisions in a uniform and
nondiscriminatory manner and in full accordance with any and all laws applicable to the Plan.

6.8Duty of Care.

In
the exercise of the powers and duties of the Committee as Plan Administrator and Fiduciary with respect to the investment, management and control of the Plan, each member of the
Committee shall use the care, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of
an enterprise of a like character and with like aims.

6.9Delegation.

The
Committee shall have the authority to delegate any authority and duty hereunder to such other person or persons as determined by the Committee, and each reference hereunder to the
Committee includes such delegates. Formal action by the Committee is not required to accomplish such delegation.

ARTICLE VII.        TRUST FUND

7.1Trust Fund.

The
contributions to fund this Plan described in Section 3.1 shall be held, administered and invested in accordance with the Trust executed by the Company and the Trustee, who
shall be selected by the Company. The Trust Fund shall be held, administered, invested and reinvested in the manner provided in the Trust, and the Trustee shall not be required to invest separately
any share of any Participant in the fund. The Trust may provide for the commingling of the assets held in the Trust Fund with respect to a particular Participating Employer with (i) assets held
with respect to other Participating
Employer(s) (provided that the Plan, with respect to such other Participating Employer(s), remains tax qualified), and (ii) assets held in connection with other tax qualified retirement plans.

ARTICLE VIII.        AMENDMENT AND TERMINATION

8.1Amendments.

The
Company shall have the right to amend this Plan at any time by resolution of either the Board of Directors or the Committee and to amend further or cancel any such amendment, and
each Participating Affiliate hereby delegates to the Company such authority to amend the Plan or cancel any amendment. The Board of Directors or the Committee may delegate to an officer of the Company
the authority to execute any amendment to the Plan which is necessary to maintain the qualification and tax exempt status of the Plan under the Code, and any other amendments to the Plan which
(i) do not have the effect of increasing the liability of a Participating Employer in a manner which would cause a significant detriment to such Participating Employer, or (ii) do not
significantly increase the benefits payable to such officer, except in his capacity as a member of a broad class of Employees for whom benefits are being increased. Any amendment shall be stated in an
instrument in writing, executed in the same manner as the Plan. Except as may be required to permit the Plan and Trust to meet the requirements for qualification and tax exemption under the Code, or
the corresponding provisions of other or subsequent revenue laws or of ERISA, no amendment may be made which may:

(a)  Cause
any of the assets of the Trust, at any time prior to the satisfaction of all liabilities with respect to Participants and their Beneficiaries, to be used for or
diverted to purposes other than for the exclusive benefit of Participants or their Beneficiaries;

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(b)  Decrease
the accrued benefit of any Participant or Beneficiary within the meaning of Section 411(d)(6) of the Code;

(c)  Create
or effect any discrimination in favor of Participants who are "Highly Compensated Employees" (as defined in Appendix E); and

(d)  Increase
the duties or liabilities of the Committee or the Trustee without the written consent of the Committee or Trustee, as applicable.

8.2Discontinuance of Plan.

It
is the Company's expectation that this Plan and the payment of contributions hereunder will be continued indefinitely, but continuance of the Plan is not assumed as a contractual
obligation, and the Company reserves the right (subject to Section 8.3(e)), by action of the Board of Directors, to terminate the Plan at any time, in full or in part, or with respect only to a
particular Participating Employer, or to reduce, suspend, or discontinue contributions hereunder at any time. No Participating Employer shall be liable for the payment of any benefits under this Plan,
and all benefits hereunder with respect to Participants of a particular Participating Employer shall be payable solely from the assets of the Trust with respect to such Participating Employer except
as otherwise required by ERISA.

8.3Termination of Plan.

(a)  In
the event of a complete termination of this Plan, the rights of all affected Participants and Beneficiaries to benefits then accrued, to the extent then funded, shall
thereupon become 100% vested and nonforfeitable, subject to the order of priority set forth below, and a prompt determination of the fair market value of the Trust Fund shall be made and it shall then
be applied so as to provide (to the extent not already provided) benefits in said order of priority. In the event of partial termination of the Plan or termination with respect only to a particular
Participating Employer, the rights of all affected Participants and Beneficiaries to benefits accrued to the date of such termination to the extent funded as of such date, shall be 100% vested and
nonforfeitable. Benefits for each such person shall be computed on the basis of employment up to the date of said termination.

(b)  In
the case of the Plan's termination, partial termination (to the extent required by Section 411 of the Code) or termination with respect only to a particular
Participating Employer, the assets thereof (available to provide benefits) shall be allocated among the affected Participants and Beneficiaries of the Plan in accordance with Sections 4044(a)(1)
through (a)(6) of ERISA.

(c)  Any
residual assets of the Plan resulting from such termination shall be distributed to the affected Participating Employer(s), if:



(d)  To
the extent permitted by ERISA, the allocations and provision for retirement benefits described in this Section shall be accomplished through either continuance of the
Trust, the creation of a new trust, or the purchase of annuity contracts; provided, however, that the Committee may, upon finding that it is not practicable or desirable under the circumstances to do
any of the foregoing with respect to one or more of the groups listed above, provide some other means, including the offering of immediate single lump sum cash payments representing the Actuarial
Equivalent of the monthly retirement benefit to which the Participant or Beneficiary would otherwise be entitled (provided, however, that if the Actuarial Equivalent of such a lump sum cash payment
exceeds $5,000, a monthly

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annuity commencing as of the time such lump sum would otherwise be payable must also be offered, in an amount equal to the Actuarial Equivalent of such lump sum cash payment, and in one of the forms
of annuity and under the rules provided in Sections 4.5 and 4.8, in accordance with Treasury Regulation Section 1.417(e)-1(b)(1)), but no change shall be effected in the order of
precedence and the basis of allocation established under ERISA.

(e)  The
Plan may be terminated in its entirety or in part on any date specified by the Company (subject to the requirements of the Code and ERISA and regulations thereunder)
if thirty days' advance written notice of the termination is given to the Committee, the Trustee and each Participating Affiliate. The Plan will terminate only with respect to a particular
Participating Employer on the first to occur of the following:



8.4Plan Merger or Consolidation; Transfer of Plan Assets.

(a)  This
Plan shall not be merged or consolidated with, nor shall its assets or liabilities be transferred to, any other plan unless each Participant in this Plan (if the
Plan then terminated) would receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately
before the merger, consolidation, or transfer (if this Plan had been terminated). Where the foregoing requirement is satisfied this Plan and Trust Fund may be merged or consolidated with another
qualified plan and trust. This subsection shall also apply with respect to the merger, consolidation or transfer of assets or liabilities with respect to only a particular Participating Employer.

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(b)  The
Committee may in its discretion authorize a plan-to-plan transfer, provided that such a transfer will meet the requirements of
Section 414(l) of the Code and regulations thereunder, and that all other actions legally required are taken. In the event of a transfer of assets from the Plan (or from the Plan with respect
to a particular Participating Employer to the Plan with respect to another Participating Employer) pursuant to this subsection, any corresponding benefit liabilities shall also be transferred.

ARTICLE IX.        MISCELLANEOUS

9.1Contributions Not Recoverable.

Except
where contributions are permitted or required to be returned to a Participating Employer by the provisions of this Plan as permitted or required by ERISA or the Code, it shall be
impossible at any time prior to the satisfaction of all liabilities with respect to Participants and their Beneficiaries for any part of the contributions made under this Plan to be used for or
diverted to purposes other than the exclusive benefit of Participants or Beneficiaries. Notwithstanding this or any other provision of the Plan, a particular Participating Employer shall be entitled
to recover, and the Participants of such Participating Employer under this Plan shall have no interest in (a) any contribution made under this Plan by such Participating Employer by a mistake
of fact, so long as the contribution is returned within one year after payment; (b) in the event that such Participating Employer receives an adverse determination from the Internal Revenue
Service with respect to the initial qualification of the Plan with respect to such Participating Employer with the result that the Trust with respect to such Participating Employer is not exempt from
federal income tax and such Participating Employer's contributions to the Trust are not deductible in determining its federal income tax, any contributions made prior to that time, so long as the
contribution is returned within one year after such determination and the application for determination was made by the time prescribed by law for filing such Participating Employer's return for the
taxable year in which the Plan was adopted by such Participating Employer or such later date as the Secretary of the Treasury may prescribe, and (c) any contributions for which a deduction is
disallowed under Section 404 of the Code, so long as such contributions are returned to such Participating Employer within one year following such disallowance or as permitted or required by
ERISA or the Code. In the event of such mistake of fact, determination by the Commissioner, or disallowance of deductions, contributions shall be returned to such Participating Employer, subject to
the limitations, if any, of Section 403(c) of ERISA.

9.2Limitation on Participants' Rights.

Participation
in this Plan shall not give any Employee the right to be retained as an Employee of any Participating Employer or any right or interest under the Plan or Trust other than
as herein provided. Each Participating Employer reserves the right to dismiss any Employee without any liability for any claim against the Trustee, the Trust except to the extent provided in the
Trust, the Committee or any Participating Employer. All benefits under the Plan with respect to Participants of a particular Participating Employer shall be provided solely from the assets of the
Trust with respect to such Participating Employer and a Participant shall not have any recourse towards satisfaction of such benefit becoming fixed under the terms of the Plan from other than assets
of the Plan attributable to his Participating Employer's contributions to the Trust or guarantee of benefits hereunder by the Pension Benefit Guaranty Corporation.

9.3Receipt or Release.

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

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9.4Alienation.

(a)  None
of the benefits, payments, proceeds or claims of any Participant or Beneficiary shall be subject to any claim of any creditor and, in particular, the same shall not
be subject to attachment or garnishment or other legal process by any creditor, nor shall any such Participant or Beneficiary have any right to alienate, anticipate, commute, pledge, encumber or
assign any of the benefits or payments or proceeds which he may expect to receive, contingently or otherwise, under this Plan or the Trust.

(b)  The
provisions of this Section shall also apply to the creation, assignment, or recognition of a right to any benefit payable with respect to a Participant pursuant to a
domestic relations order, unless (1) such order is determined to be a "qualified domestic relations order," as defined in Section 414(p) of the Code, or (2) the Committee
determines in its discretion to treat any domestic relations order entered before January 1, 1985 as a qualified domestic relations order. The Committee shall establish reasonable procedures to
determine the qualified status of domestic relations orders and to administer distributions under such qualified orders. In the event a qualified domestic relations order exists with respect to a
benefit payable under the Plan, the benefits otherwise payable to the affected Participant or Beneficiary shall be payable to the alternate payee specified in the qualified domestic relations order,
and the benefits otherwise payable to such Participant or Beneficiary under this Plan shall be reduced by the amounts payable to such alternate payee.

(c)  Notwithstanding
subsection (a), the Plan may offset against the accrued benefit of a Participant any amount that the Participant is ordered or required to pay under a
judgment, order, decree or settlement agreement described in ERISA Section 206(d)(4), subject to the joint and survivor requirements of ERISA Section 206(d)(4)(C) and ERISA
Section 206(d)(5), if applicable.

9.5Persons Under Incapacity.

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

(b)  In
the event any amount is payable under the Plan to a minor, payment shall not be made to the minor, but instead shall be paid (1) to that person's then living
parent(s) to act as custodian, (2) if that person's parents are then divorced, and one parent is the sole custodial parent, to such custodial parent, or (3) if no parent of that person
is then living, to a custodian selected by the Committee to hold the funds for the minor under the Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which the minor resides. If
no parent is living and the Committee decides not to select another custodian to hold the funds for the minor, then payment shall be made to the duly appointed and currently acting guardian of the
estate for the minor or, if no guardian of the estate for the minor
is duly appointed and currently acting within 60 days after the date the amount becomes payable, payment shall be deposited with the court having jurisdiction over the estate of the minor.

9.6Governing Law.

This
Plan shall be construed, administered, and governed in all respects under applicable federal law, and to the extent that federal law is inapplicable, under the laws of the State of
California; provided, however, that if any provision is susceptible to more than one interpretation, such interpretation shall be given thereto as is consistent with this Plan's remaining qualified
within the meaning of Section 401(a) of the Code. If any provision of this instrument shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions
hereof shall continue to be fully effective.

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9.7Headings, etc., Not Part of Plan.

Headings
and subheadings in this Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof.

9.8Instrument in Counterparts.

This
Plan may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument, which may be
sufficiently evidenced by any one counterpart.

9.9Reorganization of Participating Employer.

This
Plan shall inure to the benefit of, and be binding upon the parties hereto and their successors and assigns. Subject to Section 8.3(e), if a Participating Employer merges or
consolidates with or into a successor, this Plan shall continue in effect with respect to such Participating Employer unless the successor terminates this Plan with respect to such Participating
Employer.

9.10Masculine Gender Includes Feminine Gender.

As
used in this Plan, the masculine gender shall include the feminine gender.

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IN
WITNESS WHEREOF, the undersigned has caused this document to be executed by its duly authorized officers on this 9th day of September, 2002.

| |  | HILTON HOTELS CORPORATION
| |  | -------------------------
| |  | By:                      
| |  | Its                      

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