HLT

RESTATED CERTIFICATE OF INCORPORATION

OF

HILTON HOTELS CORPORATION


HILTON HOTELS CORPORATION, a Delaware corporation whose original
Certificate of Incorporation was filed in the Office of the Secretary of State
on May 29, 1946, and whose Certificate of Incorporation was thereafter amended
from time to time, and restated on May 16, 1968, and was thereafter amended from
time to time, hereby sets forth its Restated Certificate of Incorporation which
has been duly adopted by a resolution of the Board of Directors advising the
same, without a vote of the stockholders, as prescribed by Section 245 of the
General Corporation Law of the State of Delaware:

ARTICLE I

The name of the corporation (which is hereinafter referred to as "the
Corporation") is Hilton Hotels Corporation.

ARTICLE II

The registered office of the Corporation in the State of Delaware is
located at 1013 Centre Road, Wilmington, Delaware 19805. The name and address
of the Corporation's registered agent is United States Corporation Company, 1013
Centre Road, Wilmington, Delaware 19805.

ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.

ARTICLE IV


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(a) CAPITAL STOCK. The total number of shares of all classes of stock
which the Corporation shall have the authority to issue is Four Hundred
Twenty-Four Million Eight Hundred Thirty-Two Thousand Seven Hundred
(424,832,700) shares consisting of Four Hundred Million (400,000,000) shares of
Common Stock, par value $2.50 per share, and Twenty-Four Million Eight Hundred
Thirty-Two Thousand Seven Hundred (24,832,700) shares of Preferred Stock, par
value $1.00 per share.

(b) COMMON STOCK. The shares of authorized Common Stock of the
Corporation shall be identical in all respects and shall have equal rights and
privileges.

(c) PREFERRED STOCK. The Board of Directors shall have authority to
issue the shares of Preferred Stock from time to time on such terms as it may
determine, and to divide the Preferred Stock into one or more classes or series
and in connection with the creation of any such class or series to fix by the
resolution or resolutions providing for the issue of shares thereof the
designation, powers and relative, participating, optional, or other special
rights of such class or series, and the qualification, limitations, or
restrictions thereof, to the full extent now or hereafter permitted by law.

The terms of the Series A Junior Participating Preferred Stock are set
forth on Exhibit A hereto and are part of this Restated Certificate of
Incorporation.

ARTICLE V

The amount of the authorized stock of the Corporation of any class or
classes may be increased or decreased by the affirmative vote of the holders of
a majority of the stock of the Corporation entitled to vote.

ARTICLE VI

(a) NUMBER, ELECTION AND TERMS OF DIRECTORS. Except as otherwise fixed by
or


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pursuant to the provisions of Article IV hereof relating to the rights of the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect additional Directors under
specified circumstances, the number of the Directors of the Corporation shall be
fixed from time to time by or pursuant to the By-Laws of the Corporation. The
Directors, other than those who may be elected by the holders of any class or
series of stock having a preference over the Common Stock as to dividends or
upon liquidation, shall be classified, with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, as shall be provided in the manner specified in the By-Laws of the
Corporation, one class to be originally elected for a term expiring at the
annual meeting of stockholders to be held in 1986, another class to be
originally elected for a term expiring at the annual meeting of stockholders to
be held in 1987, and another class to be originally elected for a term expiring
at the annual meeting of stockholders to be held in 1988, with each director to
hold office until his or her successor shall have been duly elected and
qualified. At each annual meeting of the stockholders of the Corporation, the
successors of the class of Directors whose term expires at that meeting shall be
elected to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election.

(b) STOCKHOLDER NOMINATION OF DIRECTOR CANDIDATES AND INTRODUCTION OF
BUSINESS. Advance notice of stockholder nominations for the election of
Directors and advance notice of business to be brought by stockholders before an
annual meeting shall be given in the manner provided in the By-Laws of the
Corporation.

(c) NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Except as otherwise
provided for or fixed by or pursuant to the provisions of Article IV hereof
relating to the rights of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
additional directors under specified circumstances, newly created directorships
resulting from any increase in the number of Directors and any vacancies on the
Board of Directors resulting from death, resignation, disqualification, removal
or other cause shall be filled only by the affirmative vote of a majority of the


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remaining Directors then in office, even though less than a quorum of the Board
of Directors. Any Director elected in accordance with the preceding sentence
shall hold office for the remainder of the full term of the class of Directors
in which the new directorship was created or the vacancy occurred and until such
Director's successor shall have been duly elected and qualified. No decrease in
the number of Directors constituting the Board of Directors shall shorten the
term of any incumbent Director.

(d) REMOVAL. Subject to the rights of any class or series of stock having
a preference over the Common Stock as to dividends or upon liquidation to elect
Directors under specified circumstances, any Director may be removed from
office, with or without cause, only by the affirmative vote of the holders of
75% of the voting power of all shares of the Corporation entitled to vote
generally in the election of Directors, voting together as a single class.

(e) AMENDMENT, REPEAL, OR ALTERATION. Notwithstanding anything contained
in this Certificate of Incorporation to the contrary, the affirmative vote of
the holders of at least 75% of the voting power of all shares of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class, shall be required to alter, amend or repeal this Article VI.

ARTICLE VII

Subject to the rights of the holders of any class or series of stock having
a preference over the Common Stock as to dividends or upon liquidation, any
action required or permitted to be taken by the stockholders of the Corporation
must be effected at a duly called annual or special meeting of such holders and
may not be effected by any consent in writing by such holders. Subject to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation, special meetings of
stockholders of the Corporation may be called only by the Chairman of the Board
or by the Board of Directors pursuant to a resolution approved by a majority of
the entire Board of Directors. Notwithstanding anything contained in this
Certificate of Incorporation to the


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contrary, the affirmative vote of the holders of at least 75% of the voting
power of all shares of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
alter, amend or repeal this Article VII.

ARTICLE VIII

The Board of Directors shall have power to make, alter, amend and repeal
the By-Laws of the Corporation (except so far as the By-Laws of the Corporation
adopted by the stockholders shall otherwise provide). Any By-Laws made by the
Directors under the powers conferred hereby may be altered, amended or repealed
by the Directors or by the stockholders. Notwithstanding the foregoing and
anything contained in this Certificate of Incorporation to the contrary,
Articles B- 1, B-3, B-4 and C-1 of the By-Laws shall not be altered, amended or
repealed without the affirmative vote of the holders of at least 75% of the
voting power of all the shares of the Corporation entitled to vote generally in
the election of directors, voting together as a single class, except to renumber
the Article designations thereof. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative vote of the
holders of at least 75% of the voting power of all the shares of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class, shall be required to alter, amend or repeal this Article VIII.

ARTICLE IX

SECTION 1. VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS.

A. HIGHER VOTE FOR CERTAIN BUSINESS COMBINATIONS. In addition to any
affirmative vote required by law or this Certificate of Incorporation, and
except as otherwise expressly provided in Section 2 of this Article IX:

(i) any merger or consolidation of the Corporation or any Subsidiary
(as hereinafter defined) with (a) any Interested Stockholder (as
hereinafter defined) or (b)


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any other corporation (whether or not itself an Interested Stockholder)
which is, or after such merger or consolidation would be, an Affiliate (as
hereinafter defined) of an Interested Stockholder; or

(ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Interested Stockholder or any Affiliate of any Interested Stockholder of
any assets of the Corporation or any Subsidiary having an aggregate Fair
Market Value of $20,000,000 or more; or

(iii) the issuance or transfer by the Corporation or any Subsidiary
(in one transaction or a series of transactions) of any securities of the
Corporation or any Subsidiary to any Interested Stockholder or any
Affiliate of any Interested Stockholder in exchange for cash, securities or
other property (or a combination thereof) having an aggregate Fair Market
Value of $20,000,000 or more; or

(iv) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of an Interested
Stockholder or any Affiliate of any Interested Stockholder; or

(v) any reclassification of securities (including any reverse stock
split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise involving an
Interested Stockholder) which has the effect, directly or indirectly, of
increasing the proportionate share of the outstanding shares of any class
of equity or convertible securities of the Corporation or any Subsidiary
which is directly or indirectly owned by any Interested Stockholder or any
Affiliate of any Interested Stockholder;

shall require the affirmative vote of the holders of at least 75% of the voting
power of the


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then outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (the "Voting Stock" for purposes of this
Article IX), voting together as a single class (it being understood that for
purposes of this Article IX, each share of the Voting Stock shall have the
number of votes granted to it pursuant to Article IV of this Certificate of
Incorporation). Such affirmative vote shall be required notwithstanding the
fact that no vote may be required, or that a lesser percentage may be specified,
by law or in any agreement with any national securities exchange or otherwise.

B. DEFINITION OF "BUSINESS COMBINATION." The term "Business Combination"
as used in this Article IX shall mean any transaction which is referred to in
any one or more of clauses (i) through (v) of paragraph A of this Section 1.

SECTION 2. WHEN HIGHER VOTE IS NOT REQUIRED. The provisions of Section I
of this Article IX shall not be applicable to any particular Business
Combination, and such Business Combination shall require only such affirmative
vote as is required by law and any other provision of this Certificate of
Incorporation, if all of the conditions specified in either of the following
paragraphs A and B are met:

A. APPROVAL BY DISINTERESTED DIRECTORS. The Business Combination
shall have been approved by a majority of the Disinterested Directors (as
hereinafter defined).

B. PRICE AND PROCEDURE REQUIREMENTS. All of the following
conditions shall have been met:

(i) The aggregate amount of the cash and the Fair Market Value
(as hereinafter defined) as of the date of the consummation of the
Business Combination of consideration other than cash to be received
per share by holders of Common Stock in such Business Combination
shall be at least equal to the higher of the following:


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(a) (if applicable) the highest per share price (including
any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by the Interested Stockholder for any shares of Common
Stock acquired by it (1) within the two-year period immediately
prior to the first public announcement of the proposal of the
Business Combination (the "Announcement Date") or (2) in the
transaction in which it became an Interested Stockholder,
whichever is higher; and

(b) the Fair Market Value per share of Common Stock on the
Announcement Date or on the date on which the Interested
Stockholder became an Interested Stockholder (such latter date is
referred to in this Article IX as the "Determination Date"),
whichever is higher.

(ii) The aggregate amount of the cash and the Fair Market Value
as of the date of the consummation of the Business Combination of
consideration other than cash to be received per share by holders of
shares of any other class of outstanding Voting Stock, (other than
Excluded Preferred Stock and Institutional Voting Stock, as
hereinafter defined) shall be at least equal to the highest of the
following (it being intended that the requirements of this paragraph B
(ii) shall be required to be met with respect to every class of
outstanding Voting Stock (other than Excluded Preferred Stock and
Institutional Voting Stock), whether or not the Interested Stockholder
has previously acquired any shares of a particular class of Voting
Stock):

(a) (if applicable) the highest per share price (including
any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by the Interested Stockholder for any shares of such
class of Voting Stock acquired by it (1) within the two-year
period immediately prior to the Announcement Date or (2) in the
transaction in which it became an


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Interested Stockholder, whichever is higher;

(b) (if applicable) the highest preferential amount per
share to which the holders of shares of such class of Voting
Stock are entitled in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation; and

(c) the Fair Market Value per share of such class of Voting
Stock on the Announcement Date or on the Determination Date,
whichever is higher.

(iii) The consideration to be received by holders of a particular
class of outstanding Voting Stock (including Common Stock and other
than Excluded Preferred Stock and Institutional Voting Stock) shall be
in cash or in the same form as the Interested Stockholder has
previously paid for shares of such class of Voting Stock. If the
Interested Stockholder has paid for shares of any class of Voting
Stock with varying forms of consideration, the form of consideration
for such class of Voting Stock shall be either cash or the form used
to acquire the largest number of shares of such class of Voting Stock
previously acquired by it. The price determined in accordance with
Paragraphs B(i) and B(ii) of this Section 2 shall be subject to
appropriate adjustment in the event of any stock dividend, stock
split, combination of shares or similar event.

(iv) After such Interested Stockholder has become an Interested
Stockholder and prior to the consummation of such Business
Combination: (a) except as approved by a majority of the Disinterested
Directors, there shall have been no failure to declare and pay at the
regular date therefor any full quarterly dividends (whether or not
cumulative) on any outstanding Preferred Stock; (b) there shall have
been (1) no reduction in the annual rate of dividends paid on the
Common Stock (except as necessary to reflect any


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subdivision of the Common Stock), except as approved by a majority of
the Disinterested Directors, and (2) an increase in such annual rate
of dividends as necessary to reflect any reclassification (including
any reverse stock split), recapitalization, reorganization or any
similar transaction which has the effect of reducing the number of
outstanding shares of the Common Stock, unless the failure so to
increase such annual rate is approved by a majority of the
Disinterested Directors; and (c) such Interested Stockholder shall
have not become the beneficial owner of any additional shares of
Voting Stock except as part of the transaction which results in such
Interested Stockholder becoming an Interested Stockholder.

(v) After such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder shall not have received the
benefit directly or indirectly (except proportionately as a
stockholder or in the ordinary course of the Corporation's business)
of any loans, advances, guarantees, pledges or other financial
assistance or any tax credits or other tax advantages provided by the
Corporation, whether in anticipation of or in connection with such
Business Combination or otherwise.

(vi) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the
Securities Exchange Act of 1934 and the rules and regulations
thereunder (or any subsequent provisions replacing such Act, rules or
regulations) shall be mailed to public stockholders of the Corporation
at least 30 days prior to the consummation of such Business
Combination (whether or not such proxy or information statement is
required to be mailed pursuant to such Act or subsequent provisions).

Section 3. CERTAIN DEFINITIONS. For the purposes of this Article IX:


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A. A "Person" shall mean any individual, firm, corporation or other
entity.

B. "Interested Stockholder" shall mean any person (other than the
Corporation or any Subsidiary) who or which:

(i) is the beneficial owner, directly or indirectly, of more than 10%
of the voting power of the outstanding Voting Stock;

(ii) is an Affiliate of the Corporation and at any time within the
two-year period immediately prior to the date in question was the
beneficial owner, directly or indirectly, of 10% or more of the voting
power of the then outstanding Voting Stock; or

(iii) is an assignee of or has otherwise succeeded to any shares of
Voting Stock which were at any time within the two-year period immediately
prior to the date in question beneficially owned by any Interested
Stockholder, if such assignment or succession shall have occurred in the
course of a transaction or series of transactions not involving a public
offering within the meaning of the Securities Act of 1933.

C. A person shall be a "beneficial owner" of any Voting Stock:

(i) which such person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or indirectly; or

(ii) which such person or any of its Affiliates or Associates has (a)
the right to acquire (whether such right is exercisable immediately or only
after the passage of time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, it being understood that, pending a
final resolution or other disposition of the proceeding or proceedings to
determine the owner of such shares, Barron Hilton, James E. Bates


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and the Conrad N. Hilton Foundation each have the right to acquire the
6,782,289 shares of Common Stock held by the Estate of Conrad N. Hilton as
of March 8, 1985, or (b) the right to vote pursuant to any agreement,
arrangement or understanding; or

(iii) which are beneficially owned, directly or indirectly, by any
other person with which such person or any of its Affiliates or Associates
has any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of any shares of Voting Stock.

D. For the purposes of determining whether a person is an Interested
Stockholder pursuant to paragraph B of this Section 3, the number of shares of
Voting Stock deemed to be outstanding shall include shares deemed owned through
application of paragraph C of this Section 3 but shall not include any other
shares of Voting Stock which may be issuable pursuant to any agreement,
arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.

E. "Affiliate" or "Associate" shall have the respective meanings ascribed
to such terms in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as in effect on March 8, 1985.

F. "Subsidiary" means any corporation of which a majority of any class of
equity security is owned, directly or indirectly, by the Corporation; PROVIDED,
HOWEVER, that for the purposes of the definition of Interested Stockholder set
forth in paragraph B of this Section 3, the term "Subsidiary" shall mean only a
corporation of which a majority of each class of equity security is owned,
directly or indirectly, by the Corporation.

G. "Disinterested Director" means any member of the Board of Directors of
the Corporation (the "Board") who is unaffiliated with the Interested
Stockholder and was a member of the Board prior to the time that the Interested
Stockholder became an Interested


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Stockholder, and any director who is thereafter appointed to fill any vacancy on
the Board or who is elected and, in either event, who is unaffiliated with the
Interested Stockholder and in connection with his or her initial assumption of
office is recommended for appointment or election by a majority of Disinterested
Directors then on the Board.

H. "Fair Market Value" means (i) in the case of stock, the highest
closing sale price during the 30-day period immediately preceding the date in
question of a share of such stock on the Composite Tape for New York Stock
Exchange-Listed Stocks, or if such stock is not quoted on the Composite Tape, on
the New York Stock Exchange, or, if such stock is not listed on such Exchange,
on the principal United States securities exchange registered under the
Securities Exchange Act of 1934 on which such stock is listed, or, if such stock
is not listed on any such exchange, the highest closing bid quotation with
respect to a share of such stock during the 30-day period preceding the date in
question on the National Association of Securities Dealers, Inc. Automated
Quotations System or any system then in use, or if no such quotations are
available, the fair market value on the date in question of a share of such
stock as determined by the Board in good faith; and (ii) in the case of property
other than cash or stock, the fair market value of such property on the date in
question as determined by the Board in good faith.

I. In the event of any Business Combination in which the Corporation
survives, the phrase "consideration other than cash to be received" as used in
paragraphs B(i) and (ii) of Section 2 of this Article IX shall include the
shares of Common Stock and/or the shares of any other class of outstanding
Voting Stock retained by the holders of such shares.

J. "Excluded Preferred Stock" shall mean any series of Preferred Stock
with respect to which the Certificate of Designation creating such series
expressly provides that the provisions of this Article IX shall not apply.

K. "Institutional Voting Stock" shall mean any class or series of Voting
Stock which was issued to and continues to be held solely by one or more
insurance companies,


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pension funds, commercial banks, savings banks or similar financial institutions
or institutional investors.

SECTION 4. POWERS OF THE BOARD OF DIRECTORS. A majority of the Directors
of the Corporation shall have the power and duty to determine for the purposes
of this Article IX, on the basis of information known to them after reasonable
inquiry, (A) whether a person is an Interested Stockholder, (B) the number of
shares of Voting Stock beneficially owned by any person, (C) whether a person is
an Affiliate or Associate of another, (D) whether the assets which are the
subject of any Business Combination have, or the consideration to be received
for the issuance or transfer of securities by the Corporation or any Subsidiary
in any Business Combination has, an aggregate Fair Market Value of $20,000,000
or more. A majority of the Directors shall have the further power to interpret
all of the terms and provisions of this Article IX.

SECTION 5. NO EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED STOCKHOLDERS.
Nothing contained in this Article IX shall be construed to relieve any
Interested Stockholder from any fiduciary obligation imposed by law.

SECTION 6. AMENDMENT, REPEAL, ETC. Notwithstanding any other provisions of
this Certificate of Incorporation or the By-Laws of the Corporation (and
notwithstanding the fact that a lesser percentage may be specified by law, this
Certificate of Incorporation or the By-Laws of the Corporation), the affirmative
vote of the holders of 75% or more of the outstanding Voting Stock, voting
together as a single class, shall be required to alter, amend or repeal this
Article IX.

ARTICLE X

(a) If any person (as hereinafter defined) which beneficially owns Voting
Stock (as hereinafter defined) of the Corporation (i) is requested or required
pursuant to any Gaming Regulation (as hereinafter defined) to appear before, or
submit to the jurisdiction of, or


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provide information to, any Gaming Authority (as hereinafter defined) and either
refuses to do so or otherwise fails to comply with such request or requirement
within a reasonable period of time or (ii) is determined or shall have been
determined by any Gaming Authority not to be suitable or qualified with respect
to the beneficial ownership of Voting Stock of the Corporation, each such person
by owning shares in the Corporation hereby agrees to sell to the Corporation and
the Corporation shall have the absolute right in its sole discretion to
repurchase, any or all of the Voting Stock of the Corporation beneficially owned
by such person at a price determined pursuant to Section (c) hereof. The
operation of this Article X shall not be stayed by an appeal from a
determination of any Gaming Authority.

(b) If the Corporation intends to repurchase Voting Stock beneficially
owned by any person referred to in clause (i) or (ii) of Section (a) hereof, it
shall notify the person in writing of such intention, specifying the Voting
Stock to be repurchased, the date, time and place when such repurchase will be
consummated (the "Repurchase Date"), which date in no event will be earlier than
three business days after the date of such notice and the price at which such
Voting Stock will be repurchased (it being sufficient for purposes of this
Article X for the Corporation to indicate generally that the price will be
determined in accordance with Section (c) hereof). If the Corporation gives the
notice provided for by the preceding sentence (the "Repurchase Notice"), such
notice shall be deemed to constitute a binding agreement on the part of the
Corporation to repurchase, and on the part of the person notified to sell, the
Voting Stock referred to in such Notice in accordance with this Article X.
Following the Repurchase Date, no dividends will be payable on and no voting
rights will be available to the holders of any Voting Stock covered by such
Repurchase Notice which has not been duly delivered by the holder thereof for
repurchase by the Corporation. If, following such Repurchase Date, any stock
with respect to which a Repurchase Notice has been given has not been duly
delivered by the holder thereof for repurchase by the Corporation, the
Corporation shall deposit in escrow or otherwise hold in trust for the benefit
of such holder an amount equal to the aggregate Market Price (as hereinafter
defined) of the stock to be repurchased except that to the extent New Shares (as
hereinafter defined) are to be repurchased and the Purchase Price (as
hereinafter defined) thereof shall have been


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publicly disclosed or otherwise made available to the Corporation, the amount
deposited in escrow or otherwise segregated with respect to such New Shares may
be the lesser of the Market Price thereof on the date of the Repurchase Notice
and the Purchase Price thereof. The establishment of such an account shall in
no way alter the amount otherwise payable to any person pursuant to this Article
X. No interest shall be paid on or accrue with respect to any amount so
deposited or held.

(c)(i) In the event that the person to whom Repurchase Notice is directed
pursuant to Section (b) hereof has acquired beneficial ownership of shares of
Voting Stock within the twenty-four month period terminating on the date of such
Notice ("New Shares"), the price at which the Corporation shall repurchase such
New Shares as are covered by the Repurchase Notice shall be the lesser of the
Market Price thereof on the date of such Notice and the Purchase Price thereof.

(ii) In the event that the person to whom a Repurchase Notice is directed
pursuant to Section (b) hereof has acquired beneficial ownership of any or all
of his shares of Voting Stock prior to the twenty-four month period terminating
on the date of such Notice ("Old Shares"), the price at which the Corporation
shall repurchase such Old Shares as are covered by the Repurchase Notice shall
be the Market Price thereof on the date of the Repurchase Notice.

(iii) The Corporation shall have the option in its sole discretion of
designating which shares of the shares beneficially owned by any person referred
to in clause (i) or (ii) of Section (a) hereof are subject to the Repurchase
Notice and, for purposes hereof, it shall be sufficient for the Corporation to
indicate generally that shares shall be repurchased based on the order in which
they were purchased or based on the reverse of such order.

(iv) Any person to whom a Repurchase Notice is given pursuant to the
provisions of this Article shall have the burden of establishing to the
satisfaction of the Corporation the dates on which and prices at which such
person acquired the stock subject to such Notice.


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(d) For purposes of this Article X:

1. A "person" shall mean any individual, firm, corporation or other
entity.

2. "Voting Stock" shall mean the shares of capital stock of the
Corporation entitled to vote generally in the election of directors.

3. A person shall be a "beneficial owner" of any Voting Stock:

(i) which such person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or indirectly; or

(ii) which such person or any of its Affiliates or Associates has
(a) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to any
agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise,
or (b) the right to vote pursuant to any agreement, arrangement or
understanding; or

(iii)which are beneficially owned, directly or indirectly, by any
other Person with which such person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of any shares of
Voting Stock.

4. "Affiliate" or "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as in effect on March 8, 1985.

5. A "Gaming Regulation" shall mean any statute, rule, regulation,
order, ordinance or interpretation of a Gaming Authority.


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6. A "Gaming Authority" shall mean any government, court, or
governmental, administrative or regulatory agency or authority, Federal,
state, local or foreign, which regulates or otherwise asserts jurisdiction
over gaming operations or facilities conducted by the Corporation or any of
its subsidiaries or Affiliates.

7. "Market Price" means the average of the last sale prices of a
share of such Voting Stock on the Composite Tape for New York Stock
Exchange-Listed Stocks for each of the 15 consecutive trading days (the
"Valuation Period") commencing 16 trading days prior to the date in
question; provided that if such Stock is not quoted on the Composite Tape,
such average last sale price shall be derived from the average last sale
prices on the New York Stock Exchange, or, if such Stock is not listed on
such Exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on which such Stock is
listed, or, if such Stock is not listed on any such exchange, the average
of the closing bid quotations with respect to a share of such Stock during
the Valuation Period on the National Association of Securities Dealers,
Inc. Automated Quotations System or any system then in use, or if no such
quotations are available, the fair market value on the date in question of
a share of such Stock as determined by the Board of Directors in good
faith.

8. "Purchase Price" means the price paid to acquire a share of the
Voting Stock, exclusive of commissions, taxes and other fees and expenses,
adjusted for any stock split, stock dividend, combination of shares or
similar event.

(e) A majority of the Directors of the Corporation shall have the power
and duty to determine for the purposes of this Article X on the basis of
information known to them after reasonable inquiry, whether clause (i) or (ii)
of Section (a) hereof applies to any person who beneficially owns Voting Stock
of the Corporation such that the Corporation shall have the right to repurchase
shares of Voting Stock held by such person pursuant to this Article X.


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ARTICLE X-A

Election of Directors need not be by ballot unless the By-laws of the
Corporation shall so provide.


ARTICLE XI

SECTION 1. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS.

A Director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the Director derived an improper
personal benefit.

SECTION 2. INDEMNIFICATION AND INSURANCE.

(a) ACTION, ETC., OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION. The
Corporation shall indemnify and hold harmless, to the fullest extent permitted
by applicable law as it presently exists or may hereafter be amended, Agent (as
hereinafter defined) against costs, charges and Expenses (as hereinafter
defined), judgments, fines and amounts paid in settlement actually and
reasonably incurred by an Agent in connection with such action, suit or
proceeding, and any appeal therefrom, if Agent acted in good faith and in a
manner Agent reasonably believed to be in or not opposed to the best interests
of the Corporation, and with respect to any criminal action or proceeding, had
no reasonable cause to believe such conduct was unlawful. The termination of
any action, suit or proceeding-whether by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent-shall not, of


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itself, create a presumption that the Agent did not act in good faith and in a
manner which the Agent reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, that such person had reasonable cause to believe that the Agent's
conduct was unlawful.

(b) ACTION, ETC., BY OR IN THE RIGHT OF THE CORPORATION. The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed judicial action or suit brought by
or in the right of the Corporation to procure a judgment in its favor by reason
of the fact that such person is or was an Agent, against costs, charges and
Expenses actually and reasonably incurred by an Agent in connection with the
defense or settlement of such action or suit and any appeal therefrom if the
Agent acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for gross negligence or
willful misconduct in the performance of the Agent's duty to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such costs,
charges and Expenses which the Court of Chancery or other such court shall deem
proper.

(c) DETERMINATION OF RIGHT OF INDEMNIFICATION. Any indemnification under
Paragraphs (a) and (b) of this Section (unless ordered by a court) shall be paid
by the Corporation unless a determination is reasonably and promptly made (i) by
the Board of Directors by a majority vote of a quorum consisting of Directors
who were not parties to such action, suit or proceeding, or (ii) if such a
quorum is not obtainable, or, even if obtainable, if a quorum of disinterested
Directors so directs, by independent legal counsel in a written opinion, or
(iii) by the stockholders, that such person acted in bad faith and in a manner
that such person did not believe to be in or not opposed to the best interests
of the Corporation, or, with respect to any criminal proceeding, that such
person believed or had


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reasonable cause to believe that his conduct was unlawful.

(d) INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY. Notwithstanding
the other provisions of this Section, to the extent that an Agent has been
successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, the settlement of an action without
admission of liability, or the defense of any claim, issue or matter therein, or
on appeal from any such proceeding, action, claim or matter, such Agent shall be
indemnified against all costs, charges and Expenses incurred in connection
therewith.

(e) ADVANCES OF EXPENSES. Except as limited by Paragraph (f) of this
Section, costs, charges, and Expenses incurred by an Agent in any action, suit,
proceeding or investigation or any appeal therefrom shall be paid by the
Corporation in advance of the final disposition of such matter, if the Agent
shall undertake to repay such amount in the event that it is ultimately
determined, as provided herein, that such person is not entitled to
indemnification. Notwithstanding the foregoing, no advance shall be made by the
Corporation if a determination is reasonably and promptly made by the Board of
Directors by a majority vote of a quorum of disinterested Directors, or (if such
a quorum is not obtainable or, even if obtainable, a quorum of disinterested
Directors so directs) by independent legal counsel in a written opinion, that,
based upon the facts known to the Board of Directors or counsel at the time such
determination is made, the Agent acted in bad faith and in a manner that such
person did not believe to be in or not opposed to the best interests of the
Corporation, or, with respect to any criminal proceeding, that such person
believed or had reasonable cause to believe his conduct was unlawful. In no
event shall any advance be made in instances where the Board of Directors or
independent legal counsel reasonably determines that the Agent deliberately
breached such person's duty to the Corporation or its stockholders.

(f) RIGHT OF AGENT TO INDEMNIFICATION UPON APPLICATION; PROCEDURE UPON
APPLICATION. Any indemnification under Paragraphs (a), (b) and (d) or advance
under Paragraph (e) of this Section, shall be made promptly, and in any event
within 60 days, upon


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the written request of the Agent, unless with respect to applications under
Paragraphs (a), (b) or (e), a determination is reasonably and promptly made by
the Board of Directors by a majority vote of a quorum of disinterested Directors
that such Agent acted in a manner set forth in such Paragraphs as to justify the
Corporation's not indemnifying or making an advance to the Agent. In the event
no quorum of disinterested Directors is obtainable, the Board of Directors shall
promptly direct that independent legal counsel shall decide whether the Agent
acted in the manner set forth in such Paragraphs as to justify the Corporation's
not indemnifying or making an advance to the Agent. The right to
indemnification or advances as granted by this Section shall be enforceable by
the Agent in any court of competent jurisdiction, if the Board of Directors or
independent legal counsel denies the claim in whole or in part, or if no
disposition of such claim is made within 60 days. The Agent's costs, charges
and Expenses incurred in connection with successfully establishing such person's
right to indemnification, in whole or in part, in any such proceeding shall also
be indemnified by the Corporation.

(g) OTHER RIGHTS AND REMEDIES. The indemnification provided by this
Section shall not be deemed exclusive of, and shall not affect, any other rights
to which an Agent seeking indemnification may be entitled under any law, By-Law,
or charter provision, agreement, vote of stockholders or disinterested Directors
or otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be an Agent and shall inure to the benefit of the
heirs, executors and administrators of such a person. All rights to
indemnification under this Section shall be deemed to be a contract between the
Corporation and the Agent who serves in such capacity at any time while these
Articles and other relevant provisions of the general corporation law and other
applicable law, if any, are in effect. Any repeal or modification thereof shall
not affect any rights or obligations then existing.

(h) INSURANCE. The Corporation may purchase and maintain insurance on
behalf of any person who is or was an Agent against any liability asserted
against such person and incurred by him or her in any such capacity, or arising
out of such person's status as such, whether or


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not the Corporation would have the power to indemnify such person against such
liability under the provisions of this Section. The Corporation may create a
trust fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure the payment of such sums as may become
necessary to effect indemnification as provided herein.

(i) PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

(1) If a Change of Control (as hereinafter defined) shall have
occurred, in making a determination with respect to entitlement to
indemnification hereunder, the person, persons or entity making such
determination shall presume that the Agent is entitled to indemnification
under this Section if the Agent has submitted a request for indemnification
in accordance with Paragraph (f) of this Section, and the Corporation shall
have the burden of proof to overcome that presumption in connection with
the making by any person, persons or entity of any determination contrary
to that presumption.

(2) If the person, persons or entity empowered or selected under
Paragraph (f) of this Section to determine whether the Agent is entitled to
indemnification shall not have made such determination within 60 days after
receipt by the Corporation of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have
been made and the Agent shall be entitled to such indemnification, absent
(i) a misstatement by the Agent of a material fact, or an omission of a
material fact necessary to make the Agent's statement not materially
misleading, in connection with the request for indemnification, or (ii) a
prohibition of such indemnification under applicable law; PROVIDED,
HOWEVER, that such 60-day period may be extended for a reasonable time, not
to exceed an additional 30 days, if the person, persons or entity making
the determination with respect to entitlement to indemnification in good
faith requires such additional time for the obtaining or evaluating of
documentation and/or information relating thereto; and PROVIDED, FURTHER,
that the foregoing provi-


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sions of this Paragraph (i) shall not apply (a) if the determination of
entitlement to indemnification is to be made by the stockholders pursuant
to Paragraph (f) of this Section and if (A) within 15 days after receipt by
the Corporation of the request for such determination the Board of
Directors has resolved to submit such determination to the stockholders for
their consideration at an annual meeting thereof to be held within 75 days
after such receipt and such determination is made thereat, or (B) a special
meeting of stockholders is called within 15 days after such receipt for the
purpose of making such determination, such meeting is held for such purpose
within 60 days after having been so called and such determination is made
thereat, or (b) if the determination of entitlement to indemnification is
to be made by independent counsel pursuant to Paragraph (f) of this
Section.

(3) The termination of any proceeding or of any claim, issue or
matter therein by judgment, order, settlement or conviction, or upon a plea
of NOLO CONTENDERE or its equivalent, shall not (except as otherwise
expressly provided in this Section) of itself adversely affect the right of
the Agent to indemnification or create a presumption that the Agent did not
act in good faith and in a manner which such person reasonably believed to
be in or not opposed to the best interests of the Corporation, or, with
respect to any criminal proceeding, that the Agent had reasonable cause to
believe that such person's conduct was unlawful.

(j) OTHER ENTERPRISES, FINES, AND SERVING AT CORPORATION'S REQUEST. For
purposes of this Section, references to "other enterprise" in Paragraph (a)
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service by Agent as Director, officer, employee, agent or fiduciary of the
Corporation which imposes duties on, or involves services by, such Agent with
respect to any employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted


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in a manner "not opposed to the best interests of the Corporation" as referred
to in this Section.

(k) SAVINGS CLAUSE. If this Section or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Agent as to costs, charges and
Expenses, judgments, fines and amounts paid in settlement with respect to any
action, suit, proceeding or investigation, and any appeal therefrom, whether
civil, criminal or administrative, and whether internal or external, including a
grand jury proceeding and an action or suit brought by or in the right of the
Corporation, to the full extent permitted by any applicable portion of this
Section that shall not have been invalidated, and to the fullest extent
permitted by applicable law.

(l) DEFINITIONS. For the purposes of this Article:

(1) "Agent" means any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding or investigation, whether civil, criminal or administrative, and
whether external or internal to the Corporation (other than a judicial
action or suit brought by or in the right of the Corporation) by reason of
the fact that he or she is or was or has agreed to be a Director, officer,
employee, agent or fiduciary of the Corporation, or that, being or having
been such a Director, officer, employee, agent or fiduciary, he or she is
or was serving at the request of the Corporation as a Director, officer,
employee, agent or fiduciary of another corporation, partnership, joint
venture, trust or other enterprise.

(2) "Expenses" shall include all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees of experts, witness fees,
travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, and all other disbursements or
expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend,


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investigating, or being or preparing to be a witness in a proceeding.

(3) "Change of Control" means a change in control of the Corporation
of a nature that would be required to be reported in response to Item 5(f)
of Schedule 14A of Regulation 14A (or in response to any similar item on
any similar schedule) promulgated under the Securities Exchange Act of
1934, as amended, (the "Act"), whether or not the Corporation is then
subject to such reporting requirement; PROVIDED, HOWEVER, that, without
limitation, such a Change of Control shall be deemed to have occurred if
(i) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Act), directly or indirectly, of securities of the Corporation
representing 25% or more of the combined voting power of the Corporation's
then outstanding securities without the prior approval of at least
two-thirds of the members of the Board of Directors in office immediately
prior to such person attaining such percentage interest; (ii) the
Corporation is a party to a merger, consolidation, sale of assets or other
reorganization, or a proxy contest, as a consequence of which members of
the Board of Directors in office immediately prior to such transaction or
event constitute less than a majority of the Board of Directors thereafter;
or (iii) during any period of three consecutive years, individuals who at
the beginning of such period constituted the Board of Directors (including
for this purpose any new Director whose election or nomination for election
by the Corporation's stockholders was approved by a vote of at least
two-thirds of the directors then still in office who were Directors at the
beginning of such period) cease for any reason to constitute at least a
majority of the Board of Directors.

ARTICLE XII

The Corporation reserves the right at any time and from time to time to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and


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privileges of whatsoever nature conferred upon stockholders, Directors or any
other persons whomsoever by and pursuant to this Certificate of Incorporation in
its present form or as hereafter amended are granted subject to the right
reserved in this Article.

CERTIFICATE

IT IS CERTIFIED that the foregoing Restated Certificate of Incorporation,
which restates and integrates, but does not further amend, the Certificate of
Incorporation of Hilton Hotels Corporation as heretofore amended or
supplemented, was adopted by the Board of Directors of Hilton Hotels Corporation
in a resolution and declaring its advisability, in accordance with the
provisions of Section 245 of the General Corporation Law of the State of
Delaware, without a vote of the stockholders. There is no discrepancy between
the provisions of the Certificate of Incorporation, as heretofore amended or
supplemented, and this Restated Certificate of Incorporation.


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IN WITNESS WHEREOF, Hilton Hotels Corporation has caused this Restated
Certificate of Incorporation to be signed by its Senior Vice President and
General Counsel and attested by its Vice President and Corporate Secretary on
this 20th day of November, 1996.


Hilton Hotels Corporation


/s/ William C. Lebo, Jr.
--------------------------------------
Name: William C. Lebo, Jr.
Title: Senior Vice President
and General Counsel


Attest /s/ Cheryl L. Marsh
----------------------------
Name: Cheryl L. Marsh
Title: Vice President and
Corporate Secretary