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                                                                    EXHIBIT 4.1

                           HILTON HOTELS CORPORATION
                           1996 STOCK INCENTIVE PLAN,
                            AS AMENDED AND RESTATED

SECTION 1. PURPOSE; DEFINITIONS

    The purpose of the Plan is to give the Corporation a competitive advantage
in attracting, retaining and motivating officers, employees, and the CEO 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 Committee from time to time as such.

    b.  "AWARD" means a Stock Appreciation Right or a Stock Option.

    c.  "BOARD" means the Board of Directors of the Corporation.

    d.  "CEO" means the Chief Executive Officer of the Corporation.

    e.  "CHANGE IN CONTROL" and "CHANGE IN CONTROL PRICE" have the meanings set
       forth in Sections 7(b) and (c), respectively.

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

    g.  "COMMISSION" means the Securities and Exchange Commission or any
       successor agency.

    h.  "COMMITTEE" means the Committee referred to in Section 2.

    i.  "COMMON STOCK" means common stock, par value $2.50 per share, of the
       Corporation.

    j.  "CORPORATION" means Hilton Hotels Corporation, a Delaware corporation.

    k.  "DISABILITY" means permanent and total disability as determined under
       procedures established by the Committee for purposes of the Plan.

    l.  "DISTRIBUTION" means the distribution to the holders of the outstanding
       shares of Common Stock, on a one-for-one basis, of all of the outstanding
       shares of Park Place Common Stock.

    m. "EMPLOYMENT AGREEMENT" means the Employment Agreement by and between the
       Corporation and its initial CEO, which sets forth the terms of such CEO's
       employment with the Corporation.

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

    o.  "FAIR MARKET VALUE" means, except as provided in Section 6(b)(ii)(2), 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 Committee in good
       faith.

    p.  "INCENTIVE STOCK OPTION" means any Stock Option designated as, and

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    qualified as, an "INCENTIVE STOCK OPTION" within the meaning of Section 422
of the Code.

    q.  "NONQUALIFIED STOCK OPTION" means any Stock Option that is not an
       Incentive Stock Option.

    r.  "PARK PLACE" means Park Place Entertainment Corporation, a Delaware
       corporation.

    s.  "PARK PLACE COMMON STOCK" means common stock, par value $.01 per share,
       of Park Place.

    t.  "PLAN" means the Hilton Hotels Corporation Amended and Restated 1996
       Stock Incentive Plan, as set forth herein and as hereinafter amended from
       time to time.

    u.  "RETIREMENT" means retirement from active employment with the
       Corporation, a subsidiary or Affiliate at or after age 62.

    v.  "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.

    w.  "SPECIAL OPTION" means a Nonqualified Stock Option granted to the CEO
       pursuant to Section 13.

    x.  "STOCK APPRECIATION RIGHT" means a right granted under Section 6.

    y.  "STOCK OPTION" means an option granted under the Plan.

    z.  "TERMINATION OF EMPLOYMENT" means the termination of the participant's
       employment with the Corporation and any subsidiary or Affiliate. A
       participant employed by a subsidiary or an Affiliate shall also be deemed
       to incur a Termination of Employment if the subsidiary or Affiliate
       ceases to be such a subsidiary or an Affiliate, as the case may be, and
       the participant does not immediately thereafter become an employee of the
       Corporation or another subsidiary or Affiliate. Temporary absences from
       employment because of illness, vacation or leave of absence and transfers
       among the Corporation and its subsidiaries and Affiliates shall not be
       considered Terminations of Employment.

    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 Stock Option Committee or such other
committee of the Board as the Board may from time to time designate (the
"Committee"), which shall be composed of not less than two members of the Board,
each of whom shall be an "outside director" for purposes of Section 162(m)(4) of
the Code and a "non-employee director" within the meaning of Rule 16b-3, and
shall be appointed by and serve at the pleasure of the Board.

    The Committee shall have authority to grant Awards pursuant to the terms of
the Plan to officers and employees of the Corporation and its subsidiaries and
Affiliates.

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

    (a) To select the officers and employees to whom Awards may from time to
       time be granted;

    (b) Determine whether and to what extent Incentive Stock Options,
       Nonqualified Stock Options and Stock Appreciation Rights or any
       combination thereof are to be granted hereunder;

    (c) Determine the number of shares of Common Stock to be covered by each
       Award granted hereunder;

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    (d) Determine the terms and conditions of any Award granted hereunder
       (including, but not limited to, the option price (subject to
       Section 5(a)), 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 vesting acceleration or forfeiture
       waiver regarding any Award and the shares of Common Stock relating
       thereto, based on such factors as the Committee shall determine;

    (e) Modify, amend or adjust the terms and conditions of any Award, at any
       time or from time to time; and

    (f) Determine to what extent and under what circumstances Common Stock and
       other amounts payable with respect to an Award shall be deferred.

    The Committee 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 Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan.

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

    Any determination made by the Committee or pursuant to delegated authority
pursuant to the provisions of the Plan with respect to any Award shall be made
in the sole discretion of the Committee or such delegate at the time of the
grant of the Award or, unless in contravention of any express term of the Plan,
at any time thereafter. All decisions made by the Committee 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 49,000,000. Of that amount, a maximum of 6,000,000
shares of Common Stock are reserved and available for the grant of Special
Options. Except with respect to the Special Options and Adjusted Hilton Options
issued pursuant to the Option Adjustment, no participant may be granted Awards
covering in excess of 1,200,000 shares of Common Stock in any calendar year;
provided, however, that Adjusted Hilton Options issued pursuant to the Option
Adjustment under Section 12 hereof shall not count towards such limit. With
respect to the Adjusted Hilton Options, no participant may be granted Awards in
any calendar year covering in excess of the number of shares of Common Stock
required to make the option adjustment with respect to such participant
prescribed by Section 12 hereof. With respect to the Special Options, the CEO
may not be granted Special Options covering in excess of 6,000,000 shares of
Common Stock in the aggregate. Shares subject to an Award under the Plan may be
authorized and unissued shares or may be treasury shares.

    If any Stock Option (and related Stock Appreciation Right, if any)
terminates without being exercised, shares subject to such Awards shall again be
available for distribution in connection with Awards under the Plan.

    In the event of any change in corporate capitalization, such as a stock
split or a corporate transaction, 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

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Corporation, the Committee or 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
and Stock Appreciation Rights, in the number and kind of shares subject to other
outstanding Awards 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 Award
shall always be a whole number. Such adjusted option price shall also be used to
determine the amount payable by the Corporation upon the exercise of any Stock
Appreciation Right associated with any Stock Option.

SECTION 4. ELIGIBILITY

    Except with respect to the Special Options and as provided in Section 12,
full-time (30 hours per week) officers and employees of the Corporation, its
subsidiaries and Affiliates who are responsible for or contribute to the
management, growth and profitability of the business of the Corporation, its
subsidiaries and Affiliates are eligible to be granted Awards under the Plan. No
grant shall be made under this Plan to a director who is not an officer or a
salaried employee of the Corporation, its subsidiaries or Affiliates. Only the
CEO is eligible to be granted Special Options under the Plan.

SECTION 5. STOCK OPTIONS

    Stock Options may be granted alone or in addition to other Awards granted
under the Plan and, except with respect to the Special Options, may be of two
types: Incentive Stock Options and Nonqualified Stock Options. Special Options
may only be Nonqualified Stock Options. Any Stock Option granted under the Plan
shall be in such form as the Committee may from time to time approve.

    Except with respect to the Special Options, the Committee shall have the
authority to grant any optionee Incentive Stock Options, Nonqualified Stock
Options or both types of Stock Options (in each case with or without Stock
Appreciation Rights); PROVIDED, HOWEVER, that grants hereunder are subject to
the aggregate limit on grants to individual participants set forth in
Section 3. Incentive Stock Options may be granted only to employees of the
Corporation and its subsidiaries (within the meaning of Section 424(f) of the
Code). To the extent that any Stock Option is not designated as an Incentive
Stock Option or even if so designated does not qualify as an Incentive Stock
Option, it shall constitute a Nonqualified Stock Option.

    Stock Options shall be evidenced by option agreements, the terms and
provisions of which may differ. An option agreement shall indicate on its face
whether it is intended to be an agreement for an Incentive Stock Option or a
Nonqualified Stock Option. The grant of a Stock Option shall occur on the date a
majority of the independent directors of the Corporation ratify by resolution
the Committee's recommendation with respect to the individuals to be
participants in any grant of a Stock Option, the number of shares of Common
Stock to be subject to such Stock Option to be granted to such individual and
specifies the terms and provisions of the Stock Option. 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.

    Anything in the Plan to the contrary notwithstanding, no term of the Plan
relating to Incentive Stock Options shall be interpreted, amended or altered nor
shall any discretion or authority granted under the Plan be exercised so as to
disqualify the Plan under Section 422 of the Code or, without the consent of the
optionee affected, to disqualify any Incentive Stock Option under such Section
422.

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    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
Committee shall deem desirable:

    (a) OPTION PRICE. The option price per share of Common Stock purchasable
       under a Stock Option shall be determined by the Committee and set forth
       in the option agreement, and shall not be less than 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 fixed by the
       Committee, but no Incentive Stock Option shall be exercisable more than
       ten years after the date the Stock Option is granted and no Nonqualified
       Stock Option shall be exercisable more than ten years and one day after
       the date the Stock Option is granted.

    (c) EXERCISABILITY. Except as otherwise provided herein, Stock Options shall
       be exercisable at such time or times and subject to such terms and
       conditions as shall be determined by the Committee. If the Committee
       provides that any Stock Option is exercisable only in installments, the
       Committee may at any time waive such installment exercise provisions, in
       whole or in part, based on such factors as the Committee may determine.
       In addition, the Committee may at any time accelerate the exercisability
       of any Stock Option.

    (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 Committee 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 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 10(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) in the case of a Nonqualified Stock
       Option, 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, or the rules thereunder); or (iii) in the case of the
       Special Options, subject to such terms as the Committee deems
       appropriate, pursuant to a transfer to the optionee's spouse, children,
       grandchildren or parents ("Family Members"), to trusts for the benefit of
       Family Members, to partnerships or limited liability companies in which
       Family Members are the only partners or shareholders, or to entities
       exempt from federal income tax pursuant to Section 501(c)(3) of the Code.
       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

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       representative of the optionee or, in the case of a Nonqualified Stock
       Option, 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, in the
       case of a Nonqualified Stock Option, pursuant to a qualified domestic
       relations order.

    (f) TERMINATION BY DEATH. Except with respect to the Special Options, unless
       otherwise determined by the Committee, if an optionee's employment
       terminates by reason of death, any Stock Option held by such optionee may
       thereafter be exercised, to the extent then exercisable, or on such
       accelerated basis as the Committee may determine, for a period of one
       year (or such other period as the Committee 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. Except with respect to the Special
Options, unless otherwise determined by the Committee, if an optionee's
employment 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, or on such accelerated basis as the
Committee may determine, for a period of six months (or such other period as the
Committee may specify in the option agreement) from the date of such termination
of employment 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. In the event of
termination of employment by reason of Disability, if an Incentive Stock Option
is exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a Nonqualified Stock Option.

    (h) TERMINATION BY REASON OF RETIREMENT. Except with respect to the Special
Options, unless otherwise determined by the Committee, if an optionee's
employment 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, or on such accelerated basis as the
Committee may determine, for a period of two years (or such other period as the
Committee may specify in the option agreement) from the date of such termination
of employment 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. In the event of
termination of employment by reason of Retirement, if an Incentive Stock Option
is exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a Nonqualified Stock Option.

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    (i) OTHER TERMINATION. Except with respect to the Special Options, unless
otherwise determined by the Committee: (A) if an optionee incurs a
Termination of Employment, all Stock Options held by such optionee shall
thereupon terminate; and (B) if an optionee incurs a Termination of
Employment for any reason other than death, Disability or Retirement, any
Stock Option held by such optionee, to the extent then exercisable, or on
such accelerated basis as the Committee may determine, may be exercised for
the lesser of three months from the date of such Termination of Employment 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 Employment at or after a Change in Control
(as defined in Section 7(b)), 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
Employment, and (2) the balance of such Stock Option's term. In the event of
Termination of Employment, if an Incentive Stock Option is exercised after
the expiration of the exercise periods that apply for purposes of Section 422
of the Code, such Stock Option will thereafter be treated as a Nonqualified
Stock Option.

    (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 Committee 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 held by an optionee who is an officer
or director of the Corporation 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 held by an optionee who is an officer or
director of the Corporation and is subject to Section 16(b) of the Exchange Act,
such Stock Option shall be cancelled 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 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 Committee 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. STOCK APPRECIATION RIGHTS

    (a) GRANT AND EXERCISE. Stock Appreciation Rights may be granted in
conjunction with all or part of any Stock Option granted under the Plan. In the
case of a Nonqualified Stock Option, such rights may be granted either at or
after the time of grant of such Stock Option. In the case of an Incentive Stock
Option, such rights may be granted only at the time of grant of such Stock
Option. A Stock Appreciation Right shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option.

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    A Stock Appreciation Right may be exercised by an optionee in accordance
with Section 6(b) by surrendering the applicable portion of the related Stock
Option in accordance with procedures established by the Committee. Upon such
exercise and surrender, the optionee shall be entitled to receive an amount
determined in the manner prescribed in Section 6(b). Stock Options which have
been so surrendered shall no longer be exercisable to the extent the related
Stock Appreciation Rights have been exercised.

    (b) TERMS AND CONDITIONS. Stock Appreciation Rights shall be subject to such
terms and conditions as shall be determined by the Committee, including the
following:

        (i) Stock Appreciation Rights shall be exercisable only at such time or
    times and to the extent that the Stock Options to which they relate are
    exercisable in accordance with the provisions of Section 5 and this Section
    6; PROVIDED, HOWEVER, that a Stock Appreciation Right shall not be
    exercisable during the first six months of its term by an optionee who is
    actually or potentially subject to Section 16(b) of the Exchange Act, except
    that this limitation shall not apply in the event of death or Disability of
    the optionee prior to the expiration of the six-month period.

        (ii) Upon the exercise of a Stock Appreciation Right, an optionee shall
    be entitled to receive an amount in cash, shares of Common Stock or both,
    equal in value to the excess of the Fair Market Value of one share of Common
    Stock over the option price per share specified in the related Stock Option
    multiplied by the number of shares in respect of which the Stock
    Appreciation Right shall have been exercised, with the Committee having the
    right to determine the form of payment.

        (iii) Stock Appreciation Rights shall be transferable only to permitted
    transferees of the underlying Stock Option in accordance with Section 5(e).

        (iv) Upon the exercise of a Stock Appreciation Right, the Stock Option
    or part thereof to which such Stock Appreciation Right is related shall be
    deemed to have been exercised for the purpose of the limitation set forth in
    Section 3 on the number of shares of Common Stock to be issued under the
    Plan, but only to the extent of the number of shares covered by the Stock
    Appreciation Right at the time of exercise based on the value of the Stock
    Appreciation Right at such time.

SECTION 7. CHANGE IN CONTROL PROVISIONS

    (a) IMPACT OF EVENT. Notwithstanding any other provision of the Plan to the
contrary, in the event of a Change in Control, any Stock Options and Stock
Appreciation Rights outstanding as of the date such Change in Control is
determined to have occurred, and which are not then exercisable and vested,
shall become fully exercisable and vested to the full extent of the original
grant; PROVIDED, HOWEVER, that in the case of the holder of Stock Appreciation
Rights who is actually subject to Section 16(b) of the Exchange Act, such Stock
Appreciation Rights shall have been outstanding for at least six months at the
date such Change in control is determined to have occurred.

    (b) DEFINITION OF CHANGE IN CONTROL. For purposes of the Plan, a "Change in
Control" shall mean 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,

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    (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 subsection (iii) of this Section 7(b), 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 Section 7(b), 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 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.

    (c) CHANGE IN CONTROL PRICE. For purposes of the Plan, "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

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exchange offer or Corporate Transaction; PROVIDED, HOWEVER, that (x) in the case
of a Stock Option which (A) is held by an optionee who is an officer or director
of the Corporation and 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 and (y) in
the case of Incentive Stock Options and Stock Appreciation Rights relating to
Incentive Stock Options, the Change in Control Price shall be in all cases the
Fair Market Value of the Common Stock on the date such Incentive Stock Option or
Stock Appreciation Right is exercised. To the extent that the 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.

SECTION 8. TERM, AMENDMENT AND TERMINATION

    The Plan will terminate ten years after the effective date of the Plan.
Under the Plan, Awards 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 or a recipient of a Stock Appreciation Right
theretofore granted without the optionee's or recipient'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 to the extent such approval is required by law or
agreement.

    The Committee may amend the terms of any Stock Option or other Award
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 Award 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 Awards which qualify for beneficial treatment
under such rules without stockholder approval.

SECTION 9. UNFUNDED STATUS OF PLAN

    It is presently intended that the Plan constitute an "unfunded" plan for
incentive and deferred compensation. The Committee 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
Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.

SECTION 10. GENERAL PROVISIONS

    (a) The Committee may require each person purchasing or receiving shares
pursuant to an Award 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 certificates for such shares may include any legend which the
Committee 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:

        (1) 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;

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<PAGE>
        (2) 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
    Committee shall, in its absolute discretion upon the advice of counsel, deem
    necessary or advisable; and

        (3) Obtaining any other consent, approval, or permit from any state or
    federal governmental agency which the Committee 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.

    (c) Adoption of the Plan shall not confer upon any employee any right to
continued employment, nor shall it interfere in any way with the right of the
Corporation or any subsidiary or Affiliate to terminate the employment of any
employee 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 Award under the Plan, the participant shall pay to the Corporation, or
make arrangements satisfactory to the Committee 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. Unless otherwise determined by the
Corporation, withholding obligations may be settled with Common Stock, including
Common Stock that is part of the Award that gives rise to the withholding
requirement. 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 Committee may
establish such procedures as it deems appropriate, including making irrevocable
elections, for the settlement of withholding obligations with Common Stock.

    (e) The Committee 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.

    (f) In the case of a grant of an Award to any employee of a subsidiary of
the Corporation, the Corporation may, if the Committee so directs, issue or
transfer the shares of Common Stock, if any, covered by the Award to the
subsidiary, for such lawful consideration as the Committee may specify, upon the
condition or understanding that the subsidiary will transfer the shares of
Common Stock to the employee in accordance with the terms of the Award specified
by the Committee pursuant to the provisions of the Plan.

    (g) The Plan and all Awards made 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 11. EFFECTIVE DATE OF PLAN

    The Plan (as amended and restated) shall be effective as of July 9, 1998,
provided that it is approved by at least a majority of the shares voted of
Common Stock at the special meeting of the Corporation's stockholders with
respect to the Distribution and other related matters.

SECTION 12. PROVISIONS REGARDING THE DISTRIBUTION

    (a) In connection with the Distribution, the Corporation and Park Place have
entered into that certain Employee Benefits and Other Employment Matters
Allocation Agreement, dated as of December 31, 1998 (the "Benefits Allocation
Agreement"), pursuant to which the Corporation and Park Place have agreed to
allocate the responsibilities with respect to certain matters relating to
employees and employee compensation, benefits, labor and other employment
matters. Concurrently with the Distribution and pursuant to the terms of the
Benefits Allocation Agreement, all outstanding options to purchase the
Corporation's Common Stock (each, a "Hilton Option"), other than Hilton

                                      A-11
<PAGE>
Options held by Arthur M. Goldberg, shall be adjusted (the "Option Adjustment")
to represent options to purchase an equivalent number of shares of the
Corporation's Common Stock (each adjusted option to purchase the Corporation's
Common Stock, an "Adjusted Hilton Option") and shares of Park Place Common Stock
(each adjusted option to purchase Park Place Common Stock, an "Adjusted Park
Place Option"). Pursuant to the Option Adjustment, the intrinsic value of the
Hilton Options immediately prior to the Distribution shall be preserved
immediately after the Distribution, and the exercise price of the Hilton Options
will be allocated between the Adjusted Hilton Options and the Adjusted Park
Place Options based upon the relative values of the Corporation's Common Stock
and Park Place Common Stock on the date of the Distribution, all as determined
by the Corporation. Concurrently with the Distribution and pursuant to the terms
of the Benefits Allocation Agreement, all outstanding Hilton Options held by
Arthur M. Goldberg shall be adjusted to represent Adjusted Park Place Options.
Pursuant to such adjustment, the intrinsic value of Mr. Goldberg's outstanding
Hilton Options immediately prior to the Distribution shall be preserved
immediately after the Distribution, and the number of shares subject to and the
exercise price of such options shall be adjusted based on the relative values of
the Corporation's Common Stock and the Park Place Common Stock on the date of
the Distribution, all as determined by the Corporation.

    (b) Following the date of the Option Adjustment, all Adjusted Hilton Options
shall be subject to the terms of the Hilton Hotels Corporation 1984 Stock Option
and Stock Appreciation Rights Plan, the Hilton Hotels Corporation 1990 Stock
Option and Stock Appreciation Rights Plan, the Hilton Hotels Corporation 1997
Independent Director Stock Option Plan or this Plan, as applicable, and any
applicable option agreement. Following the date of the Option Adjustment, all
Adjusted Park Place Options which were issued as a result of Hilton Options
granted under any of the Hilton Hotels Corporation 1984 Stock Option and Stock
Appreciation Rights Plan, the Hilton Hotels Corporation 1990 Stock Option and
Stock Appreciation Rights Plan, or the Hilton Hotels Corporation 1996 Stock
Incentive Plan shall be subject to the terms of the Park Place 1998 Stock
Incentive Plan and the applicable option agreement, and all Adjusted Park Place
Options which were issued as a result of Hilton Options granted under the Hilton
Hotels Corporation 1997 Independent Director Stock Option Plan shall be subject
to the terms of the Park Place 1998 Independent Director Stock Option Plan and
the applicable option agreement.

    (c) For purposes of this Plan, with respect to Adjusted Hilton Options held
by Park Place Individuals (as defined in the Benefits Allocation Agreement) as a
result of the Option Adjustment, references to employment or termination of
employment in this Plan and in the applicable option agreement shall be deemed
to refer to employment by or termination of employment with Park Place and its
subsidiaries or affiliates.

SECTION 13. SPECIAL OPTIONS

    The Committee shall have the authority to grant Special Options to the CEO
on such terms and conditions as it shall determine in its sole discretion. The
terms and conditions of such Special Options granted to the Corporation's
initial CEO shall be set forth in the Employment Agreement. To the extent that
certain terms and conditions of the Special Options are not set forth in the
Employment Agreement, the terms of the Plan shall apply to the Special Options.

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