Exhibit 4.1


                      PARK PLACE ENTERTAINMENT CORPORATION
                  1998 INDEPENDENT DIRECTOR STOCK OPTION PLAN

SECTION 1.  PURPOSE; DEFINITIONS

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

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

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

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

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

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

        (ii) A change in the composition of the Board such that the individuals
    who, as of the effective date of the Plan, constitute the Board (such Board
    shall be hereinafter referred to as the "Incumbent Board") cease for any
    reason to constitute at least a majority of the Board; provided, however,
    for purposes of this definition, that any individual who becomes a member of
    the Board subsequent to the effective date of the Plan, whose election, or
    nomination for election by the Corporation's stockholders, was approved by a
    vote of at least a majority of those individuals who are members of the
    Board and who were also members of the Incumbent Board (or deemed to be such
    pursuant to this proviso) shall be considered as though such individual were
    a member of the Incumbent Board; but, provided further, that any such
    individual whose initial assumption of office occurs as a result of either
    an actual or threatened election contest (as such terms are used in
    Rule 14a- 11 of Regulation 14A promulgated under the Exchange Act) or other
    actual or threatened solicitation of proxies or consents by or on behalf of
    a Person other than the Board shall not be so considered as a member of the
    Incumbent Board (a "Board Change"); or

       (iii) The approval by the stockholders of the Corporation of a
    reorganization, merger or consolidation or sale or other disposition of all
    or substantially all of the assets of the Corporation ("Corporate
    Transaction"); excluding however, such a Corporate Transaction pursuant to
    which

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

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

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

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

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

    (g) "COMMON STOCK" means common stock, par value $.01 per share, of the
Corporation.

    (h) "CORPORATION" means Park Place Entertainment Corporation, a Delaware
corporation.

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

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

    (k) "DISTRIBUTION" means the distribution to the holders of the outstanding
shares of Hilton common stock, on a one-for-one basis, of all of the outstanding
shares of common stock.

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

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

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

    (o) "HILTON" means Hilton Hotels Corporation, a Delaware corporation.

    (p) "HILTON COMMON STOCK" means common stock, par value $2.50 per share, of
Hilton.

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

    (r) "PLAN" means the Park Place Entertainment Corporation 1998 Independent
Director Stock Option Plan, as set forth herein and as hereinafter amended from
time to time.

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

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

    (u) "STOCK OPTION" means a non-qualified option to purchase common stock
granted under Section 5.

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

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

SECTION 2.  ADMINISTRATION

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

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

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

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

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

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

    The Board shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable, to interpret the terms

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and provisions of the Plan and any Stock Option, issued under the Plan (and any
agreement relating thereto) and to otherwise supervise the administration of the
Plan.

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

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

SECTION 3.  COMMON STOCK SUBJECT TO PLAN

    The total number of shares of common stock reserved and available for grant
under the Plan shall be 600,000. Shares subject to a Stock Option under the Plan
may be authorized and unissued shares or may be treasury shares.

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

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

SECTION 4.  ELIGIBILITY

    Except as provided in Section 10, Independent Directors are eligible to be
granted Stock Options under the Plan.

SECTION 5.  STOCK OPTIONS

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

    During the term of the Plan, each person who is an Independent Director as
of the effective date of the approval of the amended Plan shall be automatically
granted a Stock Option to purchase fifty thousand (50,000) shares of common
stock (subject to adjustment as provided herein) on such effective date. During
the term of the Plan, each person who is initially elected to the Board as an
Independent Director after the effective date of the approval of the amended
Plan, shall be automatically granted a Stock Option to purchase fifty thousand
(50,000) shares of common stock (subject to adjustment as provided herein) on
the date of such initial election.

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

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

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

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

    (c) VESTING AND EXERCISABILITY. Except as otherwise provided herein, each
Stock Option to purchase 50,000 shares shall become fully vested and exercisable
over a four-year period from and after the date on which such Stock Option is
granted, as follows: 20% on the date of the grant, 20% on the first anniversary
of the grant, 20% on the second anniversary of the grant, 20% on the third
anniversary of the grant, and 20% on the fourth anniversary of the grant, for
such period as the person remains in office as an Independent Director.

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

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

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    Payment for any shares subject to a Stock Option may also be made by
delivering a properly executed exercise notice to the Corporation, together with
a copy of irrevocable instructions to a broker to deliver promptly to the
Corporation the amount of sale or loan proceeds to pay the purchase price, and,
if requested, by the amount of any Federal, state, local or foreign withholding
taxes. To facilitate the foregoing, the Corporation may enter into agreements
for coordinated procedures with one or more brokerage turns.

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

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

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

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

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

    (i) OTHER TERMINATION. Unless otherwise determined by the Board: (A) if an
optionee incurs a Termination of Directorship, other than by death, Disability
or Retirement, all Stock Options held by

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

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

SECTION 6.  TERM, AMENDMENT AND TERMINATION

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

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

    The Board may amend the terms of any Stock Option theretofore granted,
prospectively or retroactively, but no such amendment shall impair the rights of
any holder without the holder's consent

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except such an amendment made to cause the Plan or Stock Option to qualify
for the exemption provided by Rule 16b-3.

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

SECTION 7.  UNFUNDED STATUS OF PLAN

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

SECTION 8.  GENERAL PROVISIONS

    (a) The Board may require each person purchasing or receiving shares
pursuant to a Stock Option to represent to and agree with the Corporation in
writing that such person is acquiring the shares without a view to the
distribution thereof. The certificates for such shares may include any legend
which the Board deems appropriate to reflect any restrictions on transfer.

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

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

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

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

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

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

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

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

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

SECTION 9.  EFFECTIVE DATE OF PLAN

    The Plan shall be effective on December 31, 1998. The amendments to this
Plan shall be effective as of the date of the stockholder meeting approving the
amendments.

SECTION 10.  PROVISIONS REGARDING THE DISTRIBUTION

    (a) Concurrently with the Distribution, the Corporation and Hilton are
entering into that certain Employee Benefits and Other Employment Matters
Allocation Agreement, dated as of the date of the Distribution (the "Benefits
Allocation Agreement"), which provides for the Corporation and Hilton to
allocate the responsibilities with respect to certain matters relating to
employees and employee compensation, benefits, labor and other employment
matters. Concurrently with the Distribution and pursuant to the terms of the
Benefits Allocation Agreement all outstanding options to purchase Hilton
common stock granted under the Hilton 1997 Independent Director Stock Option
Plan (each, a "Hilton Director Option") shall be adjusted (the "Option
Adjustment") to represent options to purchase an equivalent-number of shares
of Hilton common stock (each adjusted option to purchase Hilton common stock,
an "Adjusted Hilton Option") and shares of the Corporation's common stock
(each adjusted option to purchase the Corporation's common stock, an
"Adjusted Park Place Option"). Pursuant to the Option Adjustment, the
intrinsic value of the Hilton Director Options immediately prior to the
Distribution shall be preserved immediately after the Distribution, and the
exercise price of the Hilton Director Options shall be allocated between the
Adjusted Hilton Options and the Adjusted Park Place Options based upon the
relative values of Hilton common stock and the Corporation's common stock on
the date of the Distribution, all as determined by Hilton.

    (b) Following the date of the Option Adjustment, all Adjusted Park Place
Options which were issued as a result of Hilton Director Options shall be
subject to the terms of this Plan and the applicable option agreement and all
Adjusted Hilton Options which were issued as a result of Hilton Director Options
shall be subject to the terms of the Hilton 1997 Independent Director Stock
Option Plan and any applicable option agreement.

    (c) For purposes of this Plan, with respect to Adjusted Park Place Options
held by members of the Board of Directors of Hilton (the "Hilton Board") as a
result of the Option Adjustment, references to directorship or termination of
directorship in this Plan and in the applicable option agreement shall be deemed
to refer to directorship or termination of directorship on the Hilton Board.

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