SECOND AMENDED AND RESTATED
                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

      SECOND AMENDED AND RESTATED EXCHANGE AND REGISTRATION RIGHTS AGREEMENT,
dated as of October 7, 1996, by and among Trump Hotels & Casino Resorts, Inc., a
Delaware corporation (the "Company"), Donald J. Trump ("Trump"), Trump Casinos,
Inc., a New Jersey corporation wholly owned by Trump ("TCI") and Trump Casinos
II, Inc., a Delaware corporation wholly owned by Trump ("TCI-II").

      WHEREAS, the Company and Trump entered into that certain Exchange and
Registration Rights Agreement (the "Initial Agreement"), dated as of June 12,
1995, relating to the conversion of limited partnership interests in Trump
Hotels & Casino Resorts Holdings, L.P. (the "Partnership") into shares of Common
Stock (as defined below) of the Company and registration rights with respect
thereto;

      WHEREAS, in connection with the acquisition by the Partnership of Trump
Taj Mahal Associates ("Taj Associates") and the other transactions related
thereto, the Company, Trump and TCI entered into that certain Amended and
Restated Exchange and Registration Rights Agreement (the "First Amended
Agreement"), dated as of April 17, 1996, relating to (i) the contribution by
Trump to Trump Atlantic City Associates ("Trump AC") (on behalf, and at the
direction, of the Partnership) of 50% of the outstanding capital stock of The
Trump Taj Mahal Corporation, ("TTMC"), which held a .01% general partnership
interest in Taj Associates,(ii) the contribution by TCI to Trump AC (on behalf,
and at the direction, of the Partnership) of its 49.995% general partnership
interest in Taj Associates, (iii) the issuance of limited partnership interests
in the Partnership to each of Trump and TCI in consideration of such
contributions by each of Trump and TCI and (iv) the conversion of such limited
partnership interests in the Partnership into shares of Common Stock and
registration rights with respect thereto;

      WHEREAS, in connection with the acquisition by the Partnership of all of
the equity interests of Trump's Castle Associates, L.P. ("Castle Associates")
and the other transactions related thereto, (i) Trump is contributing to the
Partnership his 61.5% equity interest in Castle Associates and (ii) TCI-II is
contributing to the Partnership its 37.5% equity interest in Castle Associates;

      WHEREAS, pursuant to the First Amended Agreement, Trump and TCI were
issued certain exchange rights and registration rights in connection with their
limited partnership interests in the Partnership;

      WHEREAS, the Company has agreed to grant Trump, TCI and TCI-II the
exchange rights and registration rights set forth below in connection with their
limited partnership interests in the Partnership; and


<PAGE>

      WHEREAS, the Company, Trump and TCI have agreed to amend and restate the
First Amended Agreement in its entirety and to add TCI-II as a party.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                                   ARTICLE I.

                                   Definitions

          Section 1.1. Reference to Partnership Agreement. Capitalized terms
used herein and not otherwise defined herein shall have the meaning ascribed to
them in the Third Amended and Restated Agreement of Limited Partnership of the
Partnership, dated as of October 7, 1996 (the "Partnership Agreement").

          Section 1.2. Certain Definitions. Except as otherwise herein expressly
provided, the following terms and phrases shall have the meanings as set forth
below:

          "Aggregate Conversion Number" means the sum of the Conversion Numbers
of each Optionee.

          "Agreement" means this Amended and Restated Exchange and Registration
Rights Agreement.

          "Common Stock" means the common stock, par value $.01 per share of the
Company, and any securities into which the Common Stock has been converted or
exchanged whether pursuant to a Recapitalization Event, Merger or otherwise.

          "Company" has the meaning ascribed thereto in the Preamble hereto.

          "Conversion Number" means the aggregate number of shares of Common
Stock issuable upon the exercise of an Optionee's entire Exchange Right, which
number shall initially be 10,300,456 with respect to Trump, 1,407,017 with
respect to TCI and 2,211,250 with respect to TCI-II and which numbers shall be
adjusted as provided in Article II.

          "Conversion Partner" means an Optionee other than (i) Trump, (ii) TCI,
(iii) TCI-II and (iv) any Permitted Holder with respect to Trump.

          "Conversion Right" has the meaning set forth in Section 2.2 hereof.

          "Determination" has the meaning ascribed thereto in Section 2.7
hereof.


                                      -2-
<PAGE>

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC thereunder, all as the same shall be in
effect at the relevant time.

          "Exchange Right" has the meaning set forth in Section 2.1 hereof.

          "HSR" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended.

          "Letter of Transmittal" means the form of letter attached hereto and
made a part hereof pursuant to which an Optionee may tender his Partnership
Interests in exchange for shares of Common Stock.

          "Option" means, collectively, the Conversion Right and the Exchange
Right.

          "Optionee" means (i) Trump, (ii) TCI, (iii) TCI-II and (iv) each
assignee of Partnership Interests of Trump, TCI and TCI-II and any subsequent
assignee.

          "Partnership" has the meaning ascribed thereto in the recitals hereto.

          "Partnership Agreement" has the meaning ascribed thereto in the
recitals hereto.

          "Recapitalization Event" has the meaning set forth in Section 2.4(b)
hereof.

          "Registrable Securities" shall mean, collectively, (i) the Common
Stock issued or issuable upon exercise of the Options and (ii) any securities
issued or issuable with respect to such shares of Common Stock by way of stock
dividend, stock split, in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization or otherwise.

          "Registration Expenses" means all expenses required to be disclosed in
Item 13 of Part II of the Form S-1 registration statement, or in a comparable
section of any similar form permitting an underwritten public offering, as well
as expenses of underwriters customarily reimbursed by issuers for selling
stockholders and reasonable fees and expenses of one counsel for all selling
stockholders (in respect of a demand registration) and any underwriter (for both
a demand and piggyback registration), but not including underwriting discounts
and commissions and transfer taxes.

          "Rights" means any rights, options, warrants or convertible securities
(or rights, options or warrants to purchase convertible securities) containing
the right to subscribe for or purchase shares of Common Stock.


                                      -3-
<PAGE>

          "SEC" means the Securities and Exchange Commission and any successor
agency.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC thereunder, all as the same shall be in effect
at the relevant time.

          "Settlement Date" has the meaning ascribed thereto in Section 4.1(a)
hereof.

          "Special Dividend Record Date" has the meaning set forth in the
Company's Amended and Restated Certificate of Incorporation.

          "Stop Order" means, with respect to any registration of the
Registrable Securities or any portion thereof effected pursuant to this
Agreement, any stop order, injunction or other order or requirement of the SEC
or any other governmental or administrative agency, or any act by any court
preventing or otherwise limiting the sale of any Registrable Securities pursuant
to such registration.

          "TCI" has the meaning ascribed thereto in the Preamble hereto.

          "TCI-II" has the meaning ascribed thereto in the Preamble hereto.

          "Trump" has the meaning ascribed thereto in the Preamble hereto.

          Section 1.3. Rules of Construction. In this Agreement, whenever the
context so indicates, the singular or plural number, and the masculine, feminine
or neuter gender shall each be deemed to include the other, and the terms "he"
and "him" shall refer to an Optionee. Words such as "herein," "hereinafter," and
"hereunder" refer to this Agreement as a whole and not merely to a subdivision
in which such words appear unless the context otherwise requires.


                                      -4-
<PAGE>

                                   ARTICLE II.

                                   The Option

          Section 2.1. The Exchange Right. Each Optionee shall have the right
(the "Exchange Right"), exercisable at any time, to require the Company to
exchange shares of Common Stock for all or any portion of the properly tendered
Partnership Interests owned by such Optionee.

          Section 2.2. The Conversion Right. The Company (acting through a
majority of the Special Committee) shall have the right (the "Conversion
Right"), exercisable at any time, to require a Conversion Partner to exchange
all or any portion of the Partnership Interests owned by such Conversion Partner
for shares of Common Stock.

          Section 2.3. Shares Issuable Upon Exchange. The number of shares of
Common Stock to be issued by the Company to an Optionee upon exercise of an
Exchange Right or Conversion Right shall be equal to the product of (a) a
fraction, (i) the numerator of which is the Percentage Interest of the
Partnership Interests with respect to which the Option is exercised and (ii) the
denominator of which is the aggregate Percentage Interest of the outstanding
Partnership Interests held by such Optionee immediately prior to such exercise,
multiplied by (b) such Optionee's Conversion Number.

          Section 2.4. Adjustment of the Conversion Number. The Conversion
Number shall be adjusted as provided in this Section 2.4 as follows:

          (a) An Optionee's Conversion Number shall be reduced by the number of
     shares of Common Stock issued upon any exercise of its Option. Upon an
     assignment of Partnership Interests by an Optionee in accordance with the
     terms of the Partnership Agreement, such Optionee's Conversion Number shall
     be reduced appropriately, and the Conversion Number of the assignee of such
     Partnership Interests shall be equal to the amount of such reduction, or in
     the case of an assignee who is also a holder of Partnership Interests, such
     assignee's Conversion Number shall increase by the amount of such
     reduction.

          (b) Except in respect of transactions described in paragraph (c)
     below, in case the Company shall (i) pay a dividend on the Common Stock in
     additional shares of equity securities of the Company, (ii) subdivide or
     reclassify its Common Stock, (iii) combine its outstanding shares of Common
     Stock into a smaller number of shares of Common Stock, or (iv) issue by
     reclassification of its Common Stock other securities of the Company (each
     a "Recapitalization Event"), each Optionee's Conversion Number immediately
     prior to the


                                      -5-
<PAGE>

     Recapitalization Event shall be adjusted such that the Conversion Number
     after the Recapitalization Event shall equal, the kind and amount of shares
     and other securities and property which the Optionees would have owned or
     have been entitled to receive after the happening of such Recapitalization
     Event had all of the Options been exercised immediately prior to such
     Recapitalization Event (or any record date with respect thereto). Any
     adjustment made pursuant to this paragraph (b) shall become effective
     immediately after the effective date of such event and such adjustment
     shall be retroactive to the record date, if any, for such event.

          (c) In case the Company shall issue Rights pro rata to all holders of
     Common Stock, and the consideration payable upon exercise or conversion of
     any such Right to acquire one share of Common Stock is less than the
     Current Market Price on the date of and immediately prior to such issuance
     of Rights, then upon the expiration of the period during which such Rights
     may be exercised or converted (the "Rights Exercise Period") each
     Optionee's Conversion Number immediately prior to such expiration shall be
     adjusted to be that number of shares of Common Stock equal to the product
     of (i) such Optionee's Conversion Number immediately prior to such
     expiration and (ii) a fraction, (A) the numerator of which is equal to the
     sum of (I) the total number of shares of Common Stock outstanding
     immediately prior to such issuance and (II) the number of shares of Common
     Stock issued upon exercise or conversion of such Rights and (B) the
     denominator of which is equal to the sum of (I) the total number of shares
     of Common Stock outstanding immediately prior to such issuance and (II) the
     number of shares of Common Stock which the aggregate consideration payable
     upon exercise or conversion of such Rights would purchase at the Current
     Market Price on the date of issuance of the Rights; provided, however, in
     no event shall such fraction be less than one. If an Option is exercised
     during the period commencing on the record date for the issuance of the
     Rights and ending on the expiration of the Rights Exercise Period, then (r)
     the Conversion Number upon such exercise shall be adjusted as provided in
     this Section 2.4(c), as if such exercise date were the end of the Rights
     Exercise Period, utilizing for purposes of clause (ii)(A)(II) the number of
     shares of Common Stock issued upon exercise or conversion of Rights as of
     such date; provided, further, that in no event shall the fraction in clause
     (ii) be less than one; and (s) at the end of the Rights Exercise Period,
     the Optionee shall be issued an additional number of shares equal to the
     excess, if any, of the number of shares of Common Stock which would have
     been issued had such Option been exercised at the end of the Rights
     Exercise Period over the number of shares actually issued upon exercise of
     the Option.


                                      -6-
<PAGE>

          (d) In case the Percentage Interest of the Partnership Interests held
     by an Optionee shall increase as the result of the contribution by such
     Optionee of additional consideration or otherwise to the Partnership (a
     "Contribution"), then the Conversion Number shall be adjusted such that (i)
     such Optionee's Conversion Number immediately after the Contribution
     divided by the sum of the number of outstanding shares of Common Stock plus
     the new Aggregate Conversion Number shall equal (ii) the product of (A) a
     fraction, (I) the numerator of which is the aggregate Percentage Interest
     of such Optionee immediately after the Contribution, and (II) the
     denominator of which is the aggregate Percentage Interest of such Optionee
     immediately prior to the Contribution, and (B) a fraction, (I) the
     numerator of which is such Optionee's Conversion Number immediately prior
     to the Contribution, and (II) the denominator of which is the sum of the
     Aggregate Conversion Number immediately prior to the Contribution and the
     number of outstanding shares of Common Stock.

          (e) In case of any consolidation or merger of the Company with or into
     another entity as a result of which the holders of Common Stock become
     holders of other shares or securities of the Company or of another entity
     or person, or such holders receive cash or other assets, or in case of any
     sale or conveyance to another person of the property, assets or business of
     the Company as an entirety or substantially as an entirety, the Company or
     such successor or purchasing entity or person, as the case may be, shall
     execute with the Optionees an agreement that (i) the Optionees shall have
     the right thereafter to receive upon exercise of their Options the kind and
     amount of shares and other securities and property which it would have
     owned or have been entitled to receive after the happening of such
     consolidation, merger, sale or conveyance had its Option been exercised
     immediately prior to such action and (ii) that this Agreement, including,
     without limitation, the registration rights in Article V hereof, shall
     continue in full force and effect notwithstanding the consummation of such
     transaction and that such person or entity shall assume the obligations of
     the Company hereunder. The agreements referred to in this Section 2.4(e)
     shall provide for adjustments which shall be as nearly equivalent as may be
     practicable to the adjustments provided for in the other provisions in this
     Section 2.4. The provisions of this Section 2.4(e) shall similarly apply to
     successive consolidations, mergers, sales or conveyances.

          Section 2.5. Company's Covenant Regarding Certain Rights Offerings.
The Company covenants and agrees that it shall not issue Rights pro rata to all
holders of Common Stock, unless such Rights are exercisable or convertible for a
period not in excess of sixty (60) days from their date of issuance.


                                      -7-
<PAGE>

          Section 2.6. Reservation. The Company shall at all times reserve and
keep available out of its authorized but unissued Common Stock the full number
of shares of Common Stock deliverable at such time upon the exercise of the
Options and shall take all such action and obtain all such permits or orders as
may be necessary to enable the Company lawfully to issue such Common Stock upon
the exercise of the Option and to cause such Common Stock to be fully paid and
nonassessable.

          Section 2.7. Determination of Number of Shares. The Company shall
calculate (each calculation, a "Determination") the number of shares of Common
Stock to be issued upon the exercise of an Option pursuant to this Agreement in
connection with such exercise. After each exercise of an Option, the Company
shall promptly provide the Optionees a report, certified by the Chief Financial
Officer of the Company and its independent public accountants, setting forth the
Determination, and setting forth in reasonable detail the method of calculation
and the facts upon which such calculation is based. Each Determination will be
made by the Company in good faith and in accordance with the provisions hereof.
The Company shall, at any time upon the written request of an Optionee, furnish
to such Optionee a like report setting forth the number of shares of Common
Stock issuable upon the exercise of an Option and showing in reasonable detail
the derivation of such number of shares of Common Stock.

          Section 2.8. Continuous Offer. This Agreement is a continuous offer
and may not be withdrawn, changed or modified by the Company or a Conversion
Partner without the prior written consent of the Company and each Optionee.

                                  ARTICLE III.

                       Procedure for Exercising the Option

          Section 3.1. The Exercise of the Exchange Right.

          (a) Each Optionee desiring to exercise his Exchange Right with respect
     to all or a portion of his Partnership Interests may do so by delivering to
     the Company, at 2500 Boardwalk, Atlantic City, New Jersey 08401, Attn:
     Corporate Secretary (or such other address as the Company shall provide in
     writing to each Optionee) a completed and duly executed Letter of
     Transmittal and any other documents required by the Letter of Transmittal.

          (b) The tender of Partnership Interests pursuant to this Section 3.1
     shall constitute a binding agreement between the tendering Optionee and the
     Company and will not be subject to withdrawal or change except with the
     consent of the Company.


                                      -8-
<PAGE>

          (c) All questions as to the validity and form of any tender of
     Partnership Interests upon the exercise of the Option will be determined in
     good faith by the Company.

          Section 3.2. Representation of Optionee. Any exercise of an Exchange
Right hereunder by an Optionee shall constitute a representation by such
Optionee that it is acquiring the Common Stock to be issued upon the exercise of
the Exchange Right for purposes of investment and not with a view to
distribution (without any limitation of any rights such Person may have under
Article V hereof) in violation of any federal or state securities laws.

          Section 3.3. The Exercise of the Conversion Right.

          (a) If the Company exercises the Conversion Right with respect to all
     or a portion of the Partnership Interests of a Conversion Partner, the
     Company may do so by delivering to the Conversion Partner at his address
     appearing on the books of the Partnership, a notice setting forth (i) the
     Company's election to exercise the Conversion Right, (ii) the portion of
     the Partnership Interest with respect to which the Conversion Right is
     exercised, and (iii) that delivery of shares of Common Stock as the
     consideration for the Partnership Interest subject to the Conversion Right
     shall not be made until the Conversion Partner has submitted a duly
     completed Letter of Transmittal and any other documents required by the
     Letter of Transmittal, which Letter of Transmittal and other documents
     shall be completed and delivered promptly to the Company.

          (b) All questions as to the validity and form of any tender of
     Partnership Interests upon the exercise of the Conversion Right will be
     determined in good faith by the Company.

                                   ARTICLE IV.

                            Settlement of the Option

          Section 4.1. Settlement of the Option.

          (a) Upon the terms and subject to the conditions of this Agreement,
     the Company will issue shares of Common Stock for Partnership Interests
     properly tendered on that date (the "Settlement Date") which is the later
     of: (i) the expiration of three (3) Business Days from the date that the
     Company receives the tender of the Partnership Interests in proper form and
     meeting all of the requirements of this Agreement, which requirements may
     be waived by the Company in connection with a Conversion Right, (ii) the
     earlier of (A) ten (10) Business Days after the exercise of the Exchange
     Right, or (B) one day after the Special Dividend 


                                      -9-
<PAGE>

     Record Date, and (iii) the expiration or termination of the waiting period
     applicable to each tender, if any, under HSR. The Optionee shall be deemed
     to be the record holder of the Common Stock issuable upon exercise of the
     Option on the Settlement Date, notwithstanding the fact that certificates
     with respect to such shares of Common Stock may not have been issued on
     such date.

          (b) Upon the exercise of an Option, the General Partner shall use its
     reasonable best efforts (including, without limitation, forming and
     properly capitalizing a subsidiary for the purpose of holding all or a
     portion of the Partnership Interests being transferred upon exercise of the
     Option) and cooperate with the remaining Optionees to the extent necessary
     to preserve the treatment of the Partnership as a pass-through entity for
     federal tax purposes.

          (c) Each tender and the issuance of Common Stock with respect thereto
     will be subject to any change in securities or other applicable law
     imposing limits or conditions on such tender or the issuance of Common
     Stock with respect thereto.

          (d) Payment for the Partnership Interests tendered pursuant to this
     Agreement will be made only after timely receipt by the Company of (i)
     Certificates of Interest with respect to such Partnership Interests, duly
     completed and executed by the Partnership in the name of the Optionee and
     duly endorsed by the Optionee for transfer to, or accompanied by stock
     powers duly executed by the Optionee in favor of, the Company, (ii) a
     properly completed and duly executed Letter of Transmittal and (iii) any
     other documents required by the Letter of Transmittal.

          Section 4.2. Tax Withholding. Unless an exception applies under
applicable law and regulations, the Company will be required to withhold, and
will withhold, 31 percent (or such other amount as applicable law may require)
of the gross proceeds (including dollar equivalent of shares of Common Stock)
paid to a tendering Optionee unless the Optionee provides his tax identification
number (employer identification number or Social Security Number) and certifies
that such number is correct.

          Section 4.3. Rights as Partner/Stockholder.

          (a) No Optionee shall, by virtue of this Agreement, have any rights as
     a stockholder of the Company until such time as that person becomes a
     holder of record of shares of Common Stock.

          (b) The Company, effective as of the Settlement Date with respect to
     any tendered Partnership Interest, assumes all obligations related to the
     tendered Partnership Interest 


                                      -10-
<PAGE>

     and will hold the Person tendering that Partnership Interest harmless from
     any such obligations other than with respect to any breach of any
     representation contained in the Letter of Transmittal to be delivered in
     connection with the exercise of rights pursuant to this Agreement.

          (c) Until the Settlement Date, each tendering Optionee shall continue
     to own his respective tendered Partnership Interests, and will continue to
     be treated as the holder of such tendered Partnership Interests for all
     purposes of the Partnership Agreement, including, without limitation, for
     purposes of voting, consent, allocations and distributions (subject only to
     reasonable accounting conventions adopted by the Partnership for purposes
     of determining the partners' varying percentage interests in the
     Partnership during the taxable year). Tendered Partnership Interests will
     be transferred to the Company only upon receipt by the tendering Optionee
     of Common Stock in payment in full therefor.

          Section 4.4. HSR. If in connection with the exercise of an Option,
such Optionee is required to file a notification form pursuant to the HSR, then
as promptly as practicable, and in any event within ten (10) Business Days
following the exercise of the Option, such Optionee and the Company shall each
prepare and file, or shall cause its "ultimate parent" (as defined in the HSR)
to prepare and file, any required notification and report form under the HSR, in
connection with the transactions contemplated hereby, the filing fees for which
shall be borne by the Company. Such Optionee and the Company shall, or shall
cause their ultimate parents to, request early termination of the waiting period
with respect to such filing and to respond with reasonable diligence to any
request for additional information made in response to such filings.

                                   ARTICLE V.

                               Registration Rights

          Section 5.1. Registration on Demand.

          (a) Upon written notice to the Company from holders of at least twenty
     percent (20%) of the Registrable Securities, determined as if the Exchange
     Right had been fully exercised, of their desire to cause a registration of
     the Registrable Securities, the Company shall (i) inform the other holders
     of Registrable Securities (at least 30 days prior to the proposed filing of
     any registration statement), such notice to state the identity of the
     holders requesting registration and the number of Registrable Securities
     proposed to be sold thereby, and take appropriate action, on a reasonably
     timely basis, to file with the SEC a registration statement on the
     appropriate form covering all Registrable Securities specified in such
     demand and by such 


                                      -11-
<PAGE>

     other holders (by notice given to the Company within 15 days after the date
     the Company notified them of such demand), (ii) use best efforts to cause
     such registration statement to become effective under the Securities Act
     and (iii) use best efforts to qualify such resale under those state
     securities laws reasonably requested by the holders of a majority of
     Registrable Securities to be included in such registration; provided,
     however, that such effort shall not require the Company to qualify as a
     foreign corporation or subject itself to taxation in any jurisdiction where
     it is not already so qualified or subject. The Company shall be obligated
     to effect four (4) registrations pursuant to this Section 5.1. The Company
     shall be obligated to effect any registration pursuant to this Section 5.1
     as promptly as practicable upon receipt from the requisite number of
     holders of Registrable Securities of the notice requesting such
     registration; provided, however, that the Company shall have the right to
     delay any registration pursuant to this Section 5.1 for one period of up to
     thirty (30) days if the Board of Directors of the Company shall have
     determined (and passed a resolution to such effect) that to effectuate such
     registration at such time would materially and adversely affect the Company
     and be materially detrimental to the business and operations thereof (a
     "Blackout Determination"), which period may be extended for an additional
     thirty (30) days upon a second Blackout Determination upon the expiration
     of the first thirty (30) day period.

          (b) The Company will be obligated to pay all Registration Expenses
     with respect to the registrations pursuant to this Section 5.1.

          (c) Registrable Securities will cease to be such when (i) a
     registration statement covering such Registrable Securities has been
     declared effective and they have been disposed of pursuant to such
     effective registration statement, (ii) such Registrable Securities shall
     have been otherwise transferred, and the Company shall have delivered new
     certificates or other evidences of ownership for them not subject to any
     stop transfer order or other restriction on transfer and not bearing a
     legend restricting transfer in the absence of an effective registration or
     an exemption from the registration requirements of the Securities Act and
     subsequent disposition of them shall not require registration or
     qualification of them under the Securities Act or any similar state law
     then in force, or (iii) such Registrable Securities shall have ceased to be
     outstanding.

          (d) A registration requested pursuant to this Section 5.1 will not be
     deemed to have been effected unless it has been declared effective by the
     SEC and the Company has complied with all of its obligations under this
     Agreement with respect thereto (without regard to the use of best 


                                      -12-
<PAGE>

     efforts or the like); provided that, such registration will be deemed not
     to have been effected if after such registration has become effective, the
     offering of the Registrable Securities (or any portion thereof) pursuant to
     such registration is withdrawn or is or becomes the subject of any Stop
     Order. If (i) a registration requested pursuant to this Section 5.1 is
     deemed not to have been effected or (ii) the registration requested
     pursuant to this Section 5.1 does not remain effective for a period of at
     least 360 days, then (x) such requested registration shall not be deemed to
     be an effective registration pursuant to this Section 5.1 and (y) such
     requested registration shall not reduce the number of registrations the
     Company shall be obligated to effect pursuant to this Section 5.1.

          (e) Any offering of Registrable Securities contemplated by this
     Section 5.1 shall, unless the holders of a majority of the Registrable
     Securities to be included in such offering determine otherwise, be a firm
     commitment underwritten offering and the managing underwriter for such
     offering shall be chosen by the holders of a majority of the Registrable
     Securities to be included therein, which managing underwriter shall be
     reasonably acceptable to the Company.

          (f) The Company shall not, without the prior written consent of the
     holders of a majority of the Registrable Securities to be included in any
     registration requested pursuant to this Section 5.1, include in such
     registration, any other securities of the Company; provided, however, that
     the Company may include in any such registration any securities to the
     extent that the inclusion of such securities does not have the effect
     referred to in Section 5.1(g) hereof and so long as the sale of such
     securities is included in the underwriting of the Registrable Securities
     and the same underwriters are used.

          (g) If the managing underwriter in a public offering to be effected
     pursuant to the provisions of this Section 5.1 advises the Company and the
     holders of the Registrable Securities in writing that, in its opinion,
     inclusion in the registration of the total amount of securities requested
     to be registered will materially and adversely affect the offering price of
     such securities or will materially and adversely affect the market for such
     securities, then, to the extent necessary, up to the entire amount of any
     securities proposed to be included in such registration which are not
     Registrable Securities shall be eliminated.

          (h) The Company shall not be required to register Registrable
     Securities which, together with any other securities to be included in such
     registration, have a value, based on the proposed offering price, of less
     than $2,000,000.


                                      -13-
<PAGE>

          Section 5.2.  Incidental Registration.

          (a) If the Company intends to file a registration statement on Form
     S-1, S-2 or S-3 (or other appropriate form) for the registration of an
     offering of equity securities with the SEC, the Company shall notify each
     of the holders of record of Registrable Securities at least 30 days prior
     to each such filing of the Company's intention to file such a registration
     statement, such notice shall state the number of shares of equity
     securities proposed to be registered thereby. If any holder of Registrable
     Securities notifies the Company within ten days after receipt of such
     notice from the Company of its desire to have included in such registration
     statement any of its Registrable Securities, then the Company shall cause
     the Company to include such shares in such registration statement. The
     Company shall pay all the Registration Expenses of such registration.

          (b) The Company may in its discretion withdraw any registration
     statement filed pursuant to this Section 5.2 subsequent to its filing
     without liability to the holders of Registrable Securities.

          (c) In the event that the managing underwriter for any such offering
     described in this Section 5.2 notifies the Company that, in good faith, it
     is able to proceed with the proposed offering only with respect to a
     smaller number of securities (the "Maximum Number") than the total number
     of Registrable Securities proposed to be offered by such holders and
     securities proposed to be offered by the Company and all others entitled to
     registration rights under such registration statement, then the Company
     shall reduce the number of securities held by persons (the "Piggyback
     Holders") other than the Company and persons exercising demand registration
     rights to be included in such registration, to the extent necessary to
     reduce the number of securities to be included in such registration to an
     amount equal to the Maximum Number. Such amount will be allocated pro rata
     in accordance with the number of securities proposed to be offered by each
     Piggyback Holder (including the holders of Registrable Securities).

          Section 5.3.  Indemnity and Contribution.

          (a) In connection with a registration statement filed with the SEC
     pursuant to this Article V, the Company shall provide each holder of
     Registrable Securities included in such registration statement, each
     officer and director of any thereof, and each person who controls such
     holder within the meaning of Section 15 of the Securities Act and Section
     20 of the Exchange Act, with indemnification against any losses, claims,
     damages or liabilities, reasonable attorneys 


                                      -14-
<PAGE>

     fees, costs or expenses and costs and expenses of investigating and
     defending any such claims (collectively "Damages"), joint or several, to
     which any of them may become subject under the federal securities laws, or
     otherwise, in form and substance as is customarily given to underwriters in
     an underwritten offering of securities. Each holder including Registrable
     Securities in any such registration statement agrees that it shall
     indemnify the Company, each officer and director thereof, and each person
     who controls the Company within the meaning of Section 15 of the Securities
     Act and Section 20 of the Exchange Act, against any Damages, in form and
     substance as is customarily given by selling shareholders to a publicly
     held corporation in an underwritten public offering of securities, but only
     to the extent that such Damages (or proceedings in respect thereof) arise
     out of or are based upon any untrue statement or alleged untrue statement
     of any material fact contained, on the effective date thereof, in any
     registration statement under which such securities are registered under the
     Securities Act, in any preliminary prospectus or final prospectus contained
     therein or in any amendment or supplement thereto, or arise out of or are
     based upon the omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading, which, in each such case, has been made in or
     omitted from such registration statement, said preliminary or final
     prospectus or said amendment or supplement, solely in reliance upon, and in
     conformity with, written information furnished to the Company by such
     holder of Registrable Securities.

          (b) In order to provide for just and equitable contribution in
     circumstances in which the indemnity agreement provided for in Section
     5.3(a) is for any reason held to be unenforceable by the indemnified
     parties although applicable in accordance with its terms, each of the
     Company and the holders of the Registrable Securities included in such
     registration shall contribute to the aggregate Damages contemplated by said
     indemnity agreement incurred by each of the Company and such holders of the
     Registrable Securities, as incurred, in such proportions as is appropriate
     to reflect the relative fault of the Company and such holders of the
     Registrable Securities in connection with the statements or omissions which
     resulted in such Damages. The relative fault of the Company and such
     holders of Registrable Securities shall be determined by reference to,
     among other things, whether the untrue or alleged untrue statements of a
     material fact or the omission or alleged omission to state a material fact
     was supplied by the Company or one or more of the holders of Registrable
     Securities, and the parties' relative intent, knowledge, access to
     information and opportunity to correct or prevent such statement or
     omission.


                                      -15-
<PAGE>

          (c) In no event shall a holder of Registrable Securities be liable for
     indemnification or contribution pursuant to this Article V in excess of the
     net proceeds received upon the sale of such Registrable Securities.

          Section 5.4. Certain Procedures. The Company shall provide each holder
of Registrable Securities included in any registration with a "cold comfort"
letter from the Company's independent public accountants, in customary form
covering those matters customarily covered by a "cold comfort" letter with
respect to any such registration statement and addressed to such holder, and the
Company shall use its best efforts to execute and deliver with underwriters for
the offering covered by any such registration statement, an underwriting
agreement in form and substance customarily executed for public offerings of
common stock. Any holder of Registrable Securities that includes shares in the
registration shall also be a party to such underwriting agreement.

          Section 5.5. Rule 144 Reporting. With a view to making available to
the holders of Registrable Securities the benefits of certain rules and
regulations of the SEC which may permit the sale of the Registrable Securities
to the public without registration, the Company agrees to, at all times:

          (a) make and keep available current public information concerning the
     Company as those terms are understood and defined in Rule 144 under the
     Securities Act ("Rule 144");

          (b) file with the SEC in a timely manner all reports and other
     documents required of the Company under the Securities Act and the Exchange
     Act; and

          (c) furnish to each holder of Registrable Securities forthwith, upon
     such holder's request, a written statement by the Company as to its
     compliance with the reporting requirements of Rule 144 and of the
     Securities Act and the Exchange Act, a copy of the most recent annual or
     quarterly report of the Company and such other reports and documents so
     filed by the Company as such holder may reasonably request in availing
     itself of any rule or regulation of the SEC allowing it to sell any such
     securities without registration.

          Section 5.6. Lock-Ups. After receipt of any notice pursuant to Section
5.1 or 5.2 hereof, each holder of Registrable Securities and the Company shall
not demand or request a registration of securities of the Company or otherwise
offer or sell securities until the later of (i) 90 days after the effective date
of the registration statement in respect of which such notice was given, (ii)
150 days after the date such notice was given or (iii) the date such
registration statement is withdrawn by the Company. To the extent requested by
the managing underwriter in respect of an offering of securities of 


                                      -16-
<PAGE>

the Company described in this Article V, each holder of Registrable Securities
and the Company shall agree to refrain from selling or offering to sell any
securities of the Company within 120 days after the effective date of any
registration statement described herein; provided, however, that any pledgee of
Registrable Securities shall not be bound by this requirement in connection with
a private sale by it of its collateral. Nothing in this Section 5.6 shall
preclude the Company from issuing shares of Registrable Securities upon exercise
of an Option.

          Section 5.7. No Inconsistent Provisions. The Company shall not,
without the prior written consent of the holders of a majority of the
Registrable Securities include, or grant to any Person the right to request the
Company to include, in such registration, any other securities of the Company
that are inconsistent with the priorities, rights and privileges of the holders
of Registrable Securities contained in this Agreement.

                                   ARTICLE VI.

                                  Miscellaneous

          Section 6.1. Waiver, Amendment. Neither this Agreement nor any
provisions hereof shall be waived, modified, changed, discharged or terminated
except by an instrument in writing signed by the party against whom any waiver,
modification, change, discharge or termination is sought.

          Section 6.2. Assignability. Neither this Agreement nor any right,
remedy, obligation or liability arising hereunder or by reason hereof shall be
assignable by either an Optionee or the Company, without the prior written
consent of the other parties; provided, however, that the rights granted to an
Optionee hereunder shall automatically be assigned in connection with an
assignment of Partnership Interests or Registrable Securities; provided,
further, that the rights granted hereunder may be assigned to, and exercised by,
a secured creditor to whom an Optionee has pledged Partnership Interests or
Registrable Securities.

          Section 6.3. Entire Agreement. This Agreement sets forth the entire
agreement and understanding of the parties hereto with respect to the
transactions contemplated hereby and supersedes any and all prior agreements and
understandings relating to the subject matter hereof. No representation, promise
or statement of intention has been made by any party hereto which is not
embodied in this Agreement or the written statements, certificates, exhibits or
other documents delivered pursuant hereto or in connection with the transactions
contemplated hereby, and no party hereto shall be bound by or liable for any
alleged representation, promise or statement of intention not set forth herein
or therein. The documents referred to in the immediately preceding sentence are


                                      -17-
<PAGE>

incorporated by reference herein and shall be deemed a part of this Agreement.
By executing and delivering this Agreement, the Company, Trump and TCI agree to
the termination of the First Amended Agreement and to the amendment and
restatement thereof by this Agreement.

          Section 6.4. Severability. If any provision of this Agreement or the
application of any such provision to any person or circumstance shall be held
invalid, illegal or unenforceable in any respect by a court of competent
jurisdiction, this Agreement shall continue in full force and effect without
said provision; provided that, no such severance of provision shall be effective
if it materially changes the economic benefit of this Agreement to any Person.

          Section 6.5. Section and Other Headings. The section headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.

          Section 6.6. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, regardless of
the law that might be applied under principles of conflicts of law.

          Section 6.7. Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which together shall be deemed to be one and
the same agreement.

          Section 6.8. Specific Performance. Without limiting or waiving in any
respect any rights or remedies of an Optionee under this Agreement, or now or
hereinafter existing at law or in equity or by statute, the Company agrees that
the Optionees shall be entitled to seek specific performance of the obligations
to be performed by the Company in accordance with the provisions of this
Agreement.

          Section 6.9. Notice. Each notice, demand, request, request for
approval, consent, approval, disapproval, designation or other communication
(each of the foregoing being referred to herein as a "notice") required or
desired to be given or made under this Agreement shall be in writing (except as
otherwise provided in this Agreement), and shall be effective and deemed to have
been received (i) when delivered in person, (ii) when sent by facsimile
transmission with receipt acknowledged, (iii) three (3) days after having been
mailed by certified or registered United States mail, postage prepaid, return
receipt requested, or (iv) the next business day after having been sent by a
nationally recognized overnight mail or courier service, receipt requested (a)
if to any Optionee, at such address or to the telefax number as such Optionee
shall have furnished the Company in writing, or (b) if to the Company, at the
address of its principal executive 


                                      -18-
<PAGE>

offices and addressed to the attention of the Corporate Secretary, or at such
other address or to the telefax number as the Company shall have furnished to
each Optionee.



                                      -19-
<PAGE>

          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and date first set forth above.


                                       TRUMP HOTELS & CASINO RESORTS, INC.


                                       By: /s/ ROBERT M. PICKUS
                                           ------------------------------------
                                           Robert M. Pickus
                                           Executive Vice President



                                       TRUMP CASINOS, INC.


                                       By: /s/ DONALD J. TRUMP
                                           ------------------------------------
                                           Donald J. Trump
                                           President



                                       /s/ DONALD J. TRUMP
                                       ----------------------------------------
                                       Donald J. Trump



                                       TRUMP CASINOS II, INC.


                                       By: /s/ DONALD J. TRUMP
                                           ------------------------------------
                                           Donald J. Trump
                                           President

<PAGE>

                              LETTER OF TRANSMITTAL

                         To Tender Partnership Interests



            Pursuant to the Second Amended and Restated Exchange and
                         Registration Rights Agreement
                           Dated as of October 7, 1996
                                       of
                       Trump Hotels & Casino Resorts, Inc.


TO:   Trump Hotels & Casino Resorts, Inc.
      2500 Boardwalk
      Atlantic City, New Jersey  08401
      Attn: Corporate Secretary

                      Description of Partnership Interests

---------------------------------------------------------------------------

Names(s) and Address(es)        Partnership Interest Certificate(s)
of Registered Owners            Enclosed (Attach additional list if
                                necessary)


                                Partnership    Partnership      Partnership
                                Interest       Interests        Interests
                                Certificate    Represented      Being
                                Number(s)      by               Tendered
                                               Partnership
                                               Interest
                                               Certificate(s)


                                -------------------------------------------

                                Total

Unless otherwise indicated, it will be assumed that all Partnership Interests
evidenced by any Partnership Interest Certificate(s) delivered to the Company
are being tendered. If, for any reason, Partnership Interest Certificates are
not being issued by Trump Hotels & Casino Resorts Holdings, L.P., all provisions
in this Letter of Transmittal referring thereto shall be of no effect. See
instruction 4.


<PAGE>

                     NOTE: SIGNATURES MUST BE PROVIDED BELOW
               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Gentlemen:

     The undersigned hereby tenders to Trump Hotels & Casino Resorts, Inc., a
Delaware corporation (the "Company"), the above-described Partnership Interests
as defined in the Company's Second Amended and Restated Exchange and
Registration Rights Agreement dated as of October 7, 1996 (the "Agreement") in
accordance with the terms and conditions of the Agreement and this Letter of
Transmittal (which together constitutes the "Tender"), receipt of which is
hereby acknowledged. All terms used herein but not defined herein are used as
defined in the Agreement.

     Subject to, and effective upon, payment (i.e., issuance of shares of Common
Stock) for the Partnership Interests tendered herewith, the undersigned hereby
assigns and transfers to the Company all right, title and interest in and to all
the Partnership Interests that are being tendered hereby and irrevocably
constitutes and appoints the Company (the "Agent"), with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (a) present such Partnership Interests for
transfer on the Partnership's books and (b) receive all rights, privileges and
benefits, and any and all obligations and liabilities appertaining thereto and
otherwise exercise all rights of beneficial ownership of such Partnership
Interests, all in accordance with the terms of the Tender.

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the tendered
Partnership Interests and that upon payment, the Company will acquire
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and the same will not be subject to any adverse claim. The
undersigned will, upon request, execute any additional documents deemed by the
Agent or the Company to be reasonably necessary or desirable to complete the
sale, assignment and transfer of the tendered Partnership Interests. If not sold
pursuant to an effective registration statement, the shares of Common Stock
issued will bear an appropriate legend indicating that such shares have not been
registered under the Securities Act and resale of such Common Stock is
restricted under applicable securities laws.


<PAGE>

     All authority conferred or agreed to be conferred in this Letter of
Transmittal shall not be affected by, and shall survive, the death or incapacity
of the undersigned, and any obligation of the undersigned hereunder shall be
binding upon the successors, assigns, heirs, executors, administrators and legal
representatives of the undersigned. Except as stated in the Agreement, this
Tender is irrevocable.

     The undersigned understands that a tender of Partnership Interests pursuant
to the Agreement constitutes a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Agreement.

     Unless otherwise indicated under "Special Delivery Instructions", please
mail the shares of Common Stock for the purchase price and/or return the
Partnership Interest Certificate for Partnership Interests not tendered (and
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing under "Description of Partnership Interests."

     In the event that the Special Delivery Instructions are completed, please
issue the shares of Common Stock for the purchase price and any Certificate for
Partnership Interests not tendered in the name of the registered holder(s) and
transmit the same to the person or persons so indicated.

     The Company, effective as of the Settlement Date (as defined in the
Agreement), will assume all obligations related to the tendered Partnership
Interests and will hold the undersigned harmless from such obligations,
including any liabilities, demands, claims, actions or causes of action,
assessments, losses, fines, penalties, costs, damages and expenses as a result
of or arising out of the ownership of such tendered Partnership Interests.

     The Company and the undersigned agree that they will cooperate with each
other and will make, execute, acknowledge, deliver, record and file, or cause to
be made, executed, acknowledged, delivered, recorded and filed, at such times
and places as the other may reasonably deem necessary, all other and further
documents and instruments, and will take all other and further actions, as the
other may reasonably request from time to time in order to effectuate the
purposes and provisions of the tender made pursuant to this Letter of
Transmittal.


                                      -2-
<PAGE>

                          SPECIAL DELIVERY INSTRUCTIONS
                           (See Instructions 5 and 6)

================================================================================
To be completed ONLY if (a) the Certificate of Interests includes Partnership
Interests not tendered and/or (b) shares of Common Stock for the purchase price
of Partnership Interests purchased are to be sent (i) to someone other than the
undersigned or (ii) to the undersigned at an address other than that above.

Mail   / /  Certificate(s) for shares of Common Stock

       / /  Certificate of Interests for Partnership
            Interests not tendered

To:

Name______________________________________________________________________
            (please print)

Address___________________________________________________________________

__________________________________________________________________________
            (include Zip Code)

__________________________________________________________________________

__________________________________________________________________________
       (Tax Identification or Social Security Number)

================================================================================

<PAGE>

                                    SIGN HERE

                      Complete Substitute Form W-9 included

________________________________________________________________________________


________________________________________________________________________________
               (Signature(s) of holder of Partnership Interests)

(Must be signed by registered holder(s) as name(s) appear(s) on Partnership
Interest Certificate(s). If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, please set forth full title and see
instruction 5.

Dated___________________________________________________________________________

Name(s)_________________________________________________________________________
                   (please print)
Capacity
(Full Title)____________________________________________________________________

Address_________________________________________________________________________

________________________________________________________________________________
                   (include Zip Code)

Area Code and Tel. No.__________________________________________________________

Tax Identification or
Social Security No._____________________________________________________________
                               (Complete Substitute Form W-9)


                            Guarantee of Signature(s)
                               (See Instruction 1)

Authorized
Signature_______________________________________________________________________

Name of
Firm____________________________________________________________________________

Dated___________________________________________________________________________


<PAGE>

                                  INSTRUCTIONS

               Forming Part of the Terms and Conditions of the
       Amended and Restated Exchange and Registration Rights Agreement

     1. Guarantee of Signature. No signature guarantee on this Letter of
Transmittal is required unless the registered holder of the Partnership
Interests has completed the box entitled "Special Delivery Instructions". In
such case all signatures on this Letter of Transmittal must be guaranteed by a
member firm of any registered national securities exchange in the United States
or of the National Association of Securities Dealers, Inc. or by a commercial
bank or trust company (not a savings bank or a savings and loan association)
having an office, branch or agency in the United States.

     2. Delivery of Letter of Transmittal and Partnership Interest
Certificate(s). This Letter of Transmittal is to be completed by the holder of
Partnership Interests. Partnership Interest Certificate(s) for all Partnership
Interests as well as a properly completed and duly executed Letter of
Transmittal, and any other documents required by this Letter of Transmittal,
must be received by the Agent.

     No alternative, conditional or contingent tenders will be accepted.

     3. Inadequate Space. If the space provided herein is inadequate, the
Partnership Interest Certificate numbers and/or other information required
should be listed on a separate schedule attached hereto.

     4. Partial Tenders. If fewer than all the Partnership Interests evidenced
by any Certificate submitted are to be tendered, fill in the Percentage Interest
represented by the Partnership Interests which are to be tendered in the box
entitled "Units of Partnership Interests Being Tendered." In such case, a new
Partnership Interest Certificate for the remainder of the Partnership Interests
that was evidenced by old certificate(s) will be sent to the registered holder,
unless otherwise provided in the appropriate box on this Letter of Transmittal,
as soon as practicable. All Partnership Interests represented by Partnership
Interest Certificate(s) delivered to the Agent will be deemed to have been
tendered unless otherwise indicated.

     5. Signatures on Letter of Transmittal. The signature must correspond with
the name as written on the face of the Partnership Interest Certificate(s)
without any change whatsoever.

     If any of the Partnership Interests tendered hereby are owned of record by
two or more joint owners, all such owners must sign the Letter of Transmittal.


<PAGE>

     If any tendered Partnership Interests are registered in different names on
several Partnership Interest Certificates, it will be necessary to complete,
sign and submit as many separate Letters of Transmittal as there are different
registrations of Partnership Interest Certificates.

     If this Letter of Transmittal is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, each person should so indicate
when signing, and proper evidence satisfactory to the Agent of their authority
so to act must be submitted.

     6. Special Delivery Instructions. If Partnership Interest Certificate(s)
for unpurchased Partnership Interests are to be returned to a person other than
the signer of this Letter of Transmittal or if a certificate for shares of
Common Stock is to be sent to someone other than the signer of this Letter of
Transmittal or to an address other than that shown above, the appropriate boxes
on this letter of Transmittal should be completed.

     7. Waiver of Conditions. The Company reserves the right to waive any of the
specified conditions of the Tender in the case of the Partnership Interests
tendered.

     8. Back-up Withholding. Under the Federal income tax law, a person
surrendering Partnership Interests must provide the Agent with his correct
taxpayer identification number ("TIN") on Substitute Form W-9 below unless an
exemption applies. If the correct TIN is not provided, a $50 penalty may be
imposed by the Internal Revenue Service and payments made in exchange for the
surrendered Partnership Interests may be subject to back-up withholding of that
rate provided by the Federal income tax law (such rate being at the date hereof,
31%).

     The TIN that must be provided is that of the registered holder of the
Partnership Interests. The TIN for an individual is his social security number.

     9. Requests for Assistance or Additional Copies. Questions and requests for
assistance or additional copies of the Agreement and the Letter of Transmittal
may be directed to the Agent at the address set forth above.


                                      -2-
<PAGE>

                            IMPORTANT TAX INFORMATION

     Under Federal income tax laws, a holder whose tendered Partnership
interests are accepted for payment is required by law to provide the Agent (as
payer) with his correct taxpayer identification number on Substitute Form W-9
below. If such holder is an individual, the taxpayer identification number is
his social security number. If the Agent is not provided with the correct
taxpayer identification number, the holder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments that are made to
such holder with respect to Partnership Interests purchased pursuant to the
Tender may be subject to back-up withholding.

     If back-up withholding applies, the Agent is required to withhold that rate
provided by the Federal income tax law (such rate being at the date hereof, 31%)
of any such payments made to the holder of Partnership Interests. Shares of
Common Stock otherwise deliverable hereunder may, at the expense (and with all
risk of loss for the account) of the undersigned, be sold to pay such amounts.
Back-up withholding is not an additional tax. Rather, the tax liability of
persons subject to back-up withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained.

Purpose of Substitute Form W-9

     To prevent back-up withholding on payments that are made to a holder of
Partnership Interests purchased pursuant to the Tender, the holder is required
to notify the Agent of his correct taxpayer identification number by completing
the form below certifying that the taxpayer identification number provided on
Substitute Form W-9 is correct.

What Number to Give the Agent

     The holder is required to give the Agent the social security number or
employer identification number of the record owner of the Partnership Interests.


<PAGE>

PAYER'S NAME:  Trump Hotels & Casino Resorts, Inc.

================================================================================
Substitute       Part 1 - Please provide your TIN in the     Social Security
Form W-9         box at right and certify by signing and     Number/Employer
                 dating below                                Identification
                                                             Number

                                                             _______________

================================================================================
Department of    Certification - Under the penalties of 
the Treasury/    Perjury, (i) I certify that the 
Internal         information provided on this form is 
Revenue Service  true, correct and complete and (ii) I
                 am not subject to backup withholding 
                 because: (a) I am exempt from backup 
                 withholding, or (b) I have not been 
                 notified by the Internal Revenue 
                 Service (IRS) that I am subject to 
                 backup withholding as a result of a 
                 failure to report all interest or
                 dividends, or (c) the IRS has notified
                 me that I am no longer subject to 
                 backup withholding.

--------------------------------------------------------------------------------
                 Signature ____________________              Date __________
===============================================================================

NOTE:   FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACK-UP
        WITHHOLDING OF THAT RATE PROVIDED BY THE FEDERAL INCOME TAX LAW (SUCH
        RATE BEING AT THE DATE HEREOF, 31%) OF ANY PAYMENTS MADE TO YOU UNDER
        THE AMENDED AND RESTATED EXCHANGE AND REGISTRATION RIGHTS AGREEMENT OF
        TRUMP HOTELS & CASINO RESORTS, INC.