Exhibit 10(1)



                            PROMUS HOTEL CORPORATION
                            INDEMNIFICATION AGREEMENT



      AGREEMENT, effective as of __________________, 19___, between Promus Hotel
Corporation, a Delaware corporation (the "Company"), and ____________________,
(the "Indemnitee").

      WHEREAS, it is essential to the Company to retain and attract as
directors, officers and key employees the most capable persons available;

      WHEREAS,  Indemnitee  is a  director,  officer,  or key  employee of the
Company or one of its subsidiaries;

      WHEREAS, both the Company and Indemnitee recognize the increased risk of
litigation and other claims being asserted against directors, officers and key
employees of public companies in today's environment;

      WHEREAS, basic protection against undue risk of personal liability of
directors and officers heretofore has been provided through insurance coverage
providing reasonable protection at reasonable costs, but as a result of
substantial changes in the marketplace for such insurance it has become
increasingly more difficult to obtain such insurance on terms providing
reasonable protection at reasonable cost;

      WHEREAS, except in the case of litigation in which Indemnitee is
successful, Indemnification of Indemnitee is discretionary rather than mandatory
under the Company's Certificate of Incorporation;

      WHEREAS, in recognition of Indemnitee's need for substantial protection
against personal liability in order to enhance Indemnitee's continued service to
the Company in an effective manner, the inadequacy of the Company's directors
and officers liability insurance coverage and the uncertainty of indemnification
inherent in the indemnity provisions contained in the Company's Certificate of
Incorporation, the Company wishes to provide in this Agreement for the
indemnification of and the advancing of expenses to Indemnitee to the full
extent (whether partial or complete) permitted by law and as set forth in this
Agreement, and, if Indemnitee is a director or officer of the Company or any
subsidiary of the Company, and to the extent insurance is maintained, for the
continued coverage of Indemnitee under the Company's directors' and officers'
liability insurance policies;

      NOW, THEREFORE, in consideration of the above premises and of Indemnitee
continuing to serve the Company directly or, at its request, with another
enterprise, and intending to be legally bound hereby, the parties hereto agree
as follows:

      1. Certain Definitions:

            (a) Change in Control: shall be deemed to have occurred if (i) any
      "person" (as such term is used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act")), other
      than a trustee or other fiduciary holding securities under an employee
      benefit plan of the Company or a corporation


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      owned directly or indirectly by the stockholders of the Company in
      substantially the same proportions as their ownership of stock of the
      Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3
      under the Exchange Act), directly or indirectly, of securities of the
      Company representing 25% or more of the total voting power represented by
      the Company's then outstanding Voting Securities, or (ii) during any
      period of two consecutive years, individuals who at the beginning of such
      period constitute the Board of Directors of the Company and any new
      director whose election by the Board of Directors or nomination for
      election by the Company's stockholders was approved by a vote of at least
      two-thirds (2/3) of the directors then still in office who either were
      directors at the beginning of the period or whose election or nomination
      for election was previously so approved, cease for any reason to
      constitute a majority thereof, or (iii) the stockholders of the Company
      approve a merger or consolidation of the Company with any other
      corporation, other than a merger or consolidation which would result in
      the Voting Securities of the Company outstanding immediately prior thereto
      continuing to represent (either by remaining outstanding or by being
      converted into Voting Securities of the surviving entity) at least 80% of
      the total voting power represented by the Voting Securities of the Company
      or such surviving entity outstanding immediately after such merger or
      consolidation, or the stockholders of the Company approve a plan of
      complete liquidation of the Company or an agreement for the sale or
      disposition by the Company of all or substantially all the Company's
      assets.

            (b) Claim: any threatened, pending or completed action, suit or
      proceeding, or any inquiry or investigation, whether conducted by the
      Company or any other party, that Indemnitee in good faith believes might
      lead to the institution of any such action, suit or proceeding, whether
      civil, criminal, administrative, investigative or other.

            (c) Expenses: attorneys' fees and all other costs, expenses and
      obligations paid or incurred in connection with investigating, defending,
      being a witness in or participating in (including on appeal), or preparing
      to defend, be a witness in or participate in any Claim relating to any
      Indemnifiable Event.

            (d) Indemnifiable Event: any event or occurrence related to the fact
      that Indemnitee is or was a director, officer, employee, agent or
      fiduciary of the Company, or is or was serving at the request of the
      Company as a director, officer, employee, trustee, agent or fiduciary of
      another corporation, partnership, joint venture, employee benefit plan,
      trust or other enterprise, or by reason of anything done or not done by
      Indemnitee in any such capacity.

            (e) Potential Change in Control: shall be deemed to have occurred if
      (i) the Company enters into an agreement, the consummation of which would
      result in the occurrence of a Change in Control; (ii) any person
      (including the Company) publicly announces an intention to take or to
      consider taking actions which if consummated would constitute a Change in
      Control; (iii) any person, other than a trustee or other fiduciary holding
      securities under an employee benefit plan of the Company or a corporation
      owned, directly or indirectly, by the stockholders of the Company in
      substantially the same proportions as their ownership of stock of the
      Company, becomes the beneficial owner, directly or indirectly, of
      securities of the Company representing 25% or more of the combined voting
      power of the Company's then


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      outstanding Voting Securities (before giving effect to the reduction in
      votes prescribed in Section D of Article FOURTH of the Company's
      Certificate of Incorporation) or (iv) the Board adopts a resolution to the
      effect that, for purposes of this Agreement, a Potential Change in Control
      has occurred.

            (f) Reviewing  Party:  any  appropriate  person or body consisting
      of a member or members of the Company's  Board of Directors or any other
      person  or  body   appointed  by  the  Board   (including  the  special,
      independent  counsel referred to in Section 3) who is not a party to the
      particular Claim for which Indemnitee is seeking indemnification.

            (g) Voting  Securities:  with  respect to the Company or any other
      corporation,  any  securities  of the Company or such other  corporation
      which vote generally in the election of directors.

      2. Basic Indemnification Arrangement.

            (a) In the event Indemnitee was, is or becomes a party to or witness
      or other participant in, or is threatened to be made a party to or witness
      or other participant in, a Claim by reason of (or arising in part out of)
      an Indemnifiable Event, the Company shall indemnify Indemnitee to the
      fullest extent permitted by law as soon as practicable but in any event no
      later than thirty days after written demand is presented to the Company by
      Indemnitee, against any and all Expenses, judgments, fines, penalties and
      amounts paid in settlement (including all interest, assessments and other
      charges paid or payable in connection with or in respect of such Expenses,
      judgments, fines, penalties or amounts paid in settlement) of such Claim.
      Notwithstanding anything in this Agreement to the contrary, prior to a
      Change in Control, Indemnitee shall not be entitled to indemnification
      pursuant to this Agreement in connection with any Claim initiated by
      Indemnitee against the Company or any director or officer of the Company
      unless the Company has joined in or consented to the initiation of such
      Claim. If so requested by Indemnitee, the Company shall advance (within
      two business days of such request) any and all Expenses to Indemnitee (an
      "Expense Advance").

            (b) Notwithstanding the foregoing, (i) the obligations of the
      Company under Section 2(a) shall be subject to the condition that the
      Reviewing Party shall not have determined (in a written opinion, in any
      case in which the special, independent counsel referred to in Section 3 is
      involved) that indemnitee would not be permitted to be indemnified under
      applicable law, and (ii) the obligation of the Company to make an Expense
      Advance pursuant to Section 2(a) shall be subject to the condition that,
      if, when and to the extent that the Reviewing Party determines that
      Indemnitee would not be permitted to be so indemnified under applicable
      law, the Company shall be entitled to be reimbursed by Indemnitee (who
      hereby agrees to reimburse the Company) for all such amounts theretofore
      paid; provided, that if Indemnitee has commenced legal proceedings in a
      court of competent jurisdiction to secure a determination that Indemnitee
      should be indemnified under applicable law, any determination made by the
      Reviewing Party that Indemnitee would not be permitted to be indemnified
      under applicable law shall not be binding and Indemnitee shall not be
      required to reimburse the Company for any Expense Advance until a final
      judicial determination is made with respect thereto (as to which all
      rights of appeal therefrom have been exhausted or lapsed). If there has
      not been a Change in Control, the Reviewing Party shall be selected by the
      Board of Directors, and if there has been a Change in Control, the


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      Reviewing Party shall be the special, independent counsel referred to in
      Section 3. If there has been no determination by the Reviewing Party or if
      the Reviewing Party determines that Indemnitee would not be permitted to
      be indemnified in whole or in part under applicable law, Indemnitee shall
      have the right to commence litigation in any court in the states of
      Tennessee or Delaware having subject matter jurisdiction thereof and in
      which venue is proper seeking an initial determination by the court or
      challenging any such determination by the Reviewing Party or any aspect
      thereof, and the Company hereby consents to service of process and to
      appear in any such proceeding. Any determination by the Reviewing Party
      otherwise shall be conclusive and binding on the Company and Indemnitee.

      3. Change in Control.

            The Company agrees that if there is a Change in Control (other than
      a Change in Control which has been approved by a majority of the Company's
      Board of Directors who were directors immediately prior to such Change in
      Control) then with respect to all matters thereafter arising concerning
      the rights of Indemnitee to indemnity payments and Expense Advances under
      this Agreement or any other agreement or Company Bylaw or the Company's
      Certificate of Incorporation now or hereafter in effect relating to Claims
      for Indemnifiable Events, the Company shall seek legal advice only from
      special, independent counsel selected by Indemnitee and approved by the
      Company (which approval shall not be unreasonably withheld). Such counsel,
      among other things, shall render its written opinion to the Company and
      Indemnitee as to whether and to what extent the Indemnitee would be
      permitted to be indemnified under applicable law. The Company agrees to
      pay the reasonable fees of the special, independent counsel referred to
      above and to fully indemnify such counsel against any and all expenses
      (including attorneys' fees), claims, liabilities and damages arising out
      of or relating to this Agreement or its engagement pursuant hereto.

      4. Establishment of Trust.

            In the event of a Potential Change in Control, the Company shall,
      upon written request by Indemnitee, create a Trust for the benefit of the
      Indemnitee and from time to time upon written request of Indemnitee shall
      fund such Trust in an amount sufficient to satisfy any and all Expenses
      reasonably anticipated at the time of each such request to be incurred in
      connection with investigating, preparing for and defending any Claim
      relating to an Indemnifiable Event, and any and all judgments, fines,
      penalties and settlement amounts of any and all Claims relating to an
      Indemnifiable Event from time to time actually paid or claimed, reasonably
      anticipated or proposed to be paid. The amount or amounts to be deposited
      in the Trust pursuant to the foregoing funding obligation shall be
      determined by the Reviewing Party. The Trust shall provide that upon a
      Change in Control (i) the Trust shall not be revoked or the principal
      thereof invaded without the written consent of the Indemnitee, (ii) the
      Trustee shall advance, within two business days of a request by the
      Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee
      hereby agrees to reimburse the Trust under the circumstances under which
      the Indemnitee would be required to reimburse the Company under Section
      2(b)), (iii) the Trust shall continue to be funded by the Company in
      accordance with the funding obligation set forth above, (iv) the Trustee
      shall promptly pay to the Indemnitee all amounts for which the Indemnitee


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      shall be entitled to indemnification pursuant to this Agreement or
      otherwise, and (v) all unexpended funds in such Trust shall revert to the
      Company upon a final determination by the Reviewing Party or a court of
      competent jurisdiction, as the case may be, that the Indemnitee has been
      fully indemnified under the terms of this Agreement. The Trustee shall be
      chosen by the Indemnitee. Nothing in this Section 4 shall relieve the
      Company of any of its obligations under this Agreement.

      5.  Indemnification for Additional Expenses.

            The Company shall indemnify Indemnitee against any and all expenses
      (including attorneys' fees) and, if requested by Indemnitee, shall (within
      two business days of such request) advance such expenses to Indemnitee,
      which are incurred by Indemnitee in connection with any claim asserted
      against or action brought by Indemnitee for (i) indemnification or advance
      payment of Expenses by the Company under this Agreement or any other
      agreement or Company Bylaw or the Company's Certificate of Incorporation
      now or hereafter in effect relating to Claims for Indemnifiable Events, or
      (ii) recovery under any directors' and officers' liability insurance
      policies maintained by the Company, regardless of whether Indemnitee
      ultimately is determined to be entitled to such indemnification, advance
      expense payment or insurance recovery, as the case may be.

      6.  Partial Indemnity, Etc.

            If Indemnitee is entitled under any provision of this Agreement to
      indemnification by the Company for some or a portion of the Expenses,
      judgments, fines, penalties and amounts paid in settlement of a Claim but
      not for the total amount thereof, the Company shall nevertheless indemnify
      Indemnitee for the portion thereof to which Indemnitee is entitled.
      Moreover, notwithstanding any other provision of this Agreement, to the
      extent that Indemnitee has been successful on the merits or otherwise in
      defense of any Claim relating in whole or in part to an Indemnifiable
      Event or in defense of any issue or matter therein, including dismissal
      without prejudice, Indemnitee shall be indemnified against all Expenses
      incurred in connection therewith. In connection with any determination by
      the Reviewing Party or otherwise as to whether Indemnitee is entitled to
      be indemnified hereunder the burden of proof shall be on the Company to
      establish that Indemnitee is not so entitled.

      7. No Presumption.

            For purposes of this Agreement, the termination of any claim,
      action, suit or proceeding, by judgment, order, settlement (whether with
      or without court approval) or conviction, or upon a plea of nolo
      contendere, or its equivalent, shall not create a presumption that
      Indemnitee did not meet any particular standard of conduct or have any
      particular belief or that a court has determined that indemnification is
      not permitted by applicable law.



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       8. Non-exclusivity, Etc.

            The rights of the Indemnitee hereunder shall be in addition to any
      other rights Indemnitee may have under the Company's Certificate of
      Incorporation and the Delaware General Corporation Law or otherwise. To
      the extent that a change in the Delaware General Corporation Law (whether
      by statute or judicial decision) permits greater indemnification by
      agreement than would be afforded currently under the Company's Certificate
      of Incorporation and this Agreement, it is the intent of the parties
      hereto that Indemnitee shall enjoy by virtue of this Agreement the greater
      benefits so afforded by such change.

      9. Liability Insurance.

            If Indemnitee is a director or officer of the Company or any
      subsidiary of the Company, then to the extent the Company maintains an
      insurance policy or policies providing directors' and officers' liability
      insurance, Indemnitee shall be covered by such policy or policies, in
      accordance with its or their terms, to the maximum extent of the coverage
      available for any company director or officer.

      10. Period of Limitations.

            No legal action shall be brought and no cause of action shall be
      asserted by or on behalf of the Company or any affiliates of the Company
      against Indemnitee, Indemnitee's spouse, heirs, executors or personal or
      legal representatives after the expiration of two years from the date of
      accrual of such cause of action, and any claim or cause of action of the
      Company or its affiliate shall be extinguished and deemed released unless
      asserted by the timely filing of a legal action within such two-year
      period; provided that if any shorter period of limitations is otherwise
      applicable to any such cause of action such shorter period shall govern.

      11. Amendments, Etc.

            No supplement, modification or amendment of this Agreement shall be
      binding unless executed in writing by both of the parties hereto. No
      waiver of any of the provisions of this Agreement shall be deemed or shall
      constitute a waiver of any other provisions hereof (whether or not
      similar) nor shall such waiver constitute a continuing waiver.

      12. Subrogation.

            In the event of payment under this Agreement, the Company shall be
      subrogated to the extent of such payment to all of the rights of recovery
      of Indemnitee, who shall execute all papers required and shall do
      everything that may be necessary to secure such rights, including the
      execution of such documents as may be necessary to enable the Company
      effectively to bring suit to enforce such rights.

      13. No Duplication of Payments.

            The Company shall not be liable under this Agreement to make any
      payment in connection with any claim made against Indemnitee to the extent
      Indemnitee has

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      otherwise actually received payment (under any insurance policy, Bylaw or
      otherwise) of the amounts otherwise indemnifiable hereunder.

      14. Binding Effect, Etc.

            This Agreement shall be binding upon and inure to the benefit of and
      be enforceable by the parties hereto and their respective successors,
      assigns (including any direct or indirect successor or assign by purchase,
      merger, consolidation or otherwise to all or substantially all of the
      business and/or assets of the Company), spouses, heirs, and personal and
      legal representatives. This Agreement shall continue in effect regardless
      of whether Indemnitee continues to serve as an officer, director or
      employee of the Company or of any other enterprise at the Company's
      request.

      15. Severability.

            The provisions of this Agreement shall be severable in the event
      that any of the provisions hereof (including any provision within a single
      section, paragraph or sentence) are held by a court of competent
      jurisdiction to be invalid, void or otherwise unenforceable, and the
      remaining provisions shall remain enforceable to the fullest extent
      permitted by law.

      16. Governing Law.

            This Agreement shall be governed by and construed and enforced in
      accordance with the laws of the State of Delaware applicable to contracts
      made and to be performed in such state without giving effect to Delaware
      principles of conflicts of laws.

      Executed as of this _________ day of ______________, 19____.


                              PROMUS HOTEL CORPORATION


                              By: ________________________________
                              Name: Ralph B. Lake
                              Title: Senior Vice President



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