Amendment To Restricted Stock Plan 11/13/96

Promus Hotel Corporation (the "Company"), a Delaware corporation, maintains the Promus Hotel Corporation 1995 Restricted Stock Plan (the "Plan"). In order to make certain changes to the Plan, as authorized by Section 10 of the Plan, this Amendment to the Plan has been approved and adopted by the Human Resources Committee of the Board of Directors of the Company, effective immediately.


1. Section 2(a) is hereby amended to read in its entirety as follows:


The Plan shall be administered by the Human Resources Committee of
the Board of Directors (the "Board") of Promus unless the Board designates
another committee of the Board to administer this Plan. The Human
Resources Committee (the "Committee") (or such other committee of the
Board so designated) shall consist solely of two or more non-employee
directors appointed by and holding office at the pleasure of the Board,
each of whom is both a "non-employee director" as defined by Rule 16b-3
("Rule 16b-3") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and an "outside director" for purposes of Section 162(m)
of the Internal R ...