THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Hilton Hotels Corporation (HLT)

4/19/2006 Proxy Information

During 2005, the Company managed eight Doubletree hotels owned, directly or indirectly, by a group of entities affiliated with General Electric Company (the “GE Entities”). In 2005, the Company received a total of $10,660,000 in management and system fees from the owners of these eight hotel properties. Two of these hotels were leased by entities owned 80% by the Company and 20% by the GE Entities. In 2005, the lessees under these two leases paid the GE Entities owning the hotels a total of $4,495,000 in lease payments. In 2005, the GE Entities sold their interest in five of these properties. As of December 31, 2005, the GE Entities owned an interest in three hotels managed by the Company, one of which is leased by entities owned 80% by the Company and 20% by the GE Entities. John H. Myers, a director of the Company, is the President and Chief Executive Officer of GE Asset Management Incorporated, a trustee of General Electric Pension Trust, a director of GE Capital Services, Inc. and a Vice President of General Electric Company. GE Asset Management Incorporated, General Electric Pension Trust, and GE Capital Services, Inc. are affiliates of General Electric Company.

In 2005, Eastdil Realty Company, LLC acted as the Company’s broker in connection with the sale of seven hotel properties owned by the Company. The Company paid Eastdil a total of $3,167,000 in fees in 2005 relating to such hotel sales. Benjamin V. Lambert, a director of the Company, served as the Chairman and Chief Executive Officer of Eastdil during 2005.

In January 2005, the Company announced sponsorship of the U.S. Olympic Committee (“USOC”) through 2008. During 2005, the Company provided benefits, primarily consisting of sponsorship fees and hotel rooms, to the USOC in the amount of $943,622. Peter V. Ueberroth, a director of the Company, serves as Chairman of the Board of the USOC.

4/8/2005 Proxy Information

In 2004, the Company approved the investment of $20 million in the RLJ Urban Lodging Fund, a hotel investment fund created by RLJ Development, LLC (“RLJ”). The Company has also entered into long-term franchise and management agreements with RLJ which provide for the management of eight hotel properties by the Company on terms substantially similar to such agreements entered into by the Company with unaffiliated third parties. During 2004, the Company received $5,870,000 in management, franchise and system fees from RLJ relating to these eight properties and one additional Company-branded property franchised by RLJ. Robert L. Johnson, a director of the Company, is the Chairman and Chief Executive Officer of RLJ.

The Company manages eight Doubletree hotels which are owned, directly or indirectly, by General Electric Pension Trust and subsidiaries thereof (collectively, “GEPT”). In 2004, the Company received a total of $13,374,000 in management and system fees from the owners of these eight hotel properties and one additional property that was sold in December 2004. Two of these hotels are leased by entities that are owned 80% by the Company and 20% by GEPT. In 2004, the lessees under these two leases paid the GEPT entities owning the hotels a total of $4,915,000 in lease payments. John H. Myers, a director of the Company, is the President and Chief Executive Officer of GE Asset Management Incorporated, a trustee of GEPT, a director of GE Capital Services, Inc. and a Vice President of General Electric Company. GE Asset Management Incorporated, GEPT and GE Capital Services, Inc. are subsidiaries of General Electric Company.

From January through August 2004, the son of Barron Hilton, the Company’s Co-Chairman of the Board, leased an apartment at the Waldorf=Astoria, which hotel is wholly owned by the Company. Pursuant to the terms of a lease agreement that the Company believes reflected the fair market value of the apartment, Mr. Hilton’s son paid a total of $237,000 in lease payments to the Waldorf=Astoria in 2004.

In January 2005, the Company engaged Eastdil Realty Company, LLC to act as its broker to arrange the sale of certain hotel properties owned by the Company. There is no assurance that any of such properties will be sold. Benjamin V. Lambert, a director of the Company, is the Chairman and Chief Executive Officer of Eastdil.

In January 2005, the Company announced sponsorship of the U.S. Olympic Committee through 2008. Peter V. Ueberroth, a director of the Company, serves as Chairman of the Board of the U.S. Olympic Committee.

4/8/2004 Proxy Information

The Company has entered into agreements with Hilton Group plc, whose wholly owned subsidiary, Hilton International Co., owns the rights to the Hilton name outside the United States. The agreements provide for, among other things, reunification of the Hilton brand worldwide through a strategic alliance between the companies. Pursuant to the alliance, Mr. Bollenbach is a member of Hilton Group plc's Board of Directors and Mr. Michels is a member of the Company's Board of Directors. The alliance agreements provide that the Company and Hilton Group plc may at any time change their respective designee for the other party's Board of Directors.

Peter M. George formerly served as Vice Chairman and Group Chief Executive of Hilton Group plc until June 2000.

Pursuant to the merger agreement, dated as of September 3, 1999, as amended, providing for the Company's acquisition of Promus Hotel Corporation, the Company agreed to appoint two Promus directors to its Board of Directors. On January 13, 2000, the Board of Directors appointed Messrs. Myers and Ueberroth, former members of the Promus board of directors, as directors of the Company.

The Company has entered into long-term franchise and management agreements with RLJ Development, LLC ("RLJ") which provide for the management of eight hotel properties by the Company on terms substantially similar to such agreements entered into by the Company with unaffiliated third parties. During 2003, the Company received $5,202,337 in management, franchise and system fees from RLJ relating to these eight properties and two additional Company-branded properties franchised by RLJ. Robert L. Johnson, a director of the Company, is the Chairman and Chief Executive Officer of RLJ.

The Company manages nine Doubletree hotels which are owned, directly or indirectly, by General Electric Pension Trust and subsidiaries thereof (collectively, "GEPT"). In 2003, the Company received a total of $11,632,043 in management and system fees from the owners of these nine hotel properties. In addition, two of these nine hotels are leased by entities that are owned 80% by the Company and 20% by GEPT. In 2003, the lessees under these two leases paid the GEPT entities owning the hotels a total of $4,226,743 in lease payments. John H. Myers, a director of the Company, is the President and Chief Executive Officer of GE Asset Management Incorporated, a trustee of GEPT, a director of GE Capital Services, Inc. and a Vice President of General Electric Company. GE Asset Management Incorporated, GEPT and GE Capital Services, Inc. are subsidiaries of General Electric Company.

During 2003, the son of Barron Hilton, the Company's Chairman of the Board, leased an apartment at the Waldorf=Astoria, which hotel is wholly owned by the Company. Mr. Hilton's son paid a total of $324,000 in lease payments to the Waldorf=Astoria in 2003.

David Michels has been Group Chief Executive of Hilton Group plc. since June 2000. He was Chief Executive Officer of Stakis plc (a European hotel company) until April 1999, Chief Executive of Hilton International Company until June 2000.

4/10/2003 Proxy Information

In 2000 and 2001, the Company sold seven Homewood Suites by Hilton properties to RLJ Development, LLC ("RLJ") for approximately $95 million. The Company has entered into 15-year franchise and management agreements with RLJ which provide for the management of these seven properties by the Company on terms substantially similar to such agreements entered into by the Company with unaffiliated third parties. During 2002, the Company received $3,887,620 in management, franchise and system fees from RLJ relating to these seven properties and two additional Company-branded properties franchised by RLJ. Robert L. Johnson, a director of the Company, is the Chairman and Chief Executive Officer of RLJ.

During 2002, the Company sold approximately $119 million of notes receivable originated by our timeshare business to a wholly owned subsidiary of General Electric Company ("GE"). The purchaser of the notes receivable was selected through a competitive bidding process. The Company also manages nine Doubletree hotels which are owned, directly or indirectly, by General Electric Pension Trust and subsidiaries thereof (collectively, "GEPT"). In 2002, the Company received a total of $11,303,116 in management and system fees from the owners of these nine hotel properties. In addition, two of these nine hotels are leased by entities that are owned 80% by the Company and 20% by GEPT. In 2002, the lessees under these two leases paid the GEPT entities owning the hotels a total of $4,125,679 in lease payments. John H. Myers, a director of the Company, is the President and Chief Executive Officer of GE Asset Management Incorporated, a trustee of GEPT, a director of GE Capital Services, Inc. and a Vice President of GE. GE Asset Management Incorporated, GEPT and GE Capital Services, Inc. are subsidiaries of GE.

During 2002, a joint venture that was 47.5% owned by the Company paid $287,084 in legal fees to the law firm of Arnold & Porter, of which Ms. Kleiner's husband is a partner with a less than 1% partnership interest.