EXHIBIT 4.2
HILTON HOTELS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
Attached to this Subscription Agreement as Exhibits A and B are copies of
the Hilton Hotels Corporation Employee Stock Purchase Plan (the "Plan") and
related Prospectus. The Plan is voluntary and provides Eligible Employees the
opportunity to purchase shares of the Company's Common Stock at a discount. You
should complete this form if you want to participate in the Plan commencing with
the January 1, 1997 to June 30, 1997 Offering Period. IN ORDER TO BE VALID,
THIS SUBSCRIPTION AGREEMENT MUST BE PROPERLY EXECUTED AND RECEIVED BY THE
COMPANY ON OR BEFORE DECEMBER 20, 1996. THIS SUBSCRIPTION AGREEMENT WILL REMAIN
IN EFFECT FOR SUBSEQUENT OFFERING PERIODS UNLESS YOUR PLAN PARTICIPATION
TERMINATES OR UNTIL YOU FILE A NEW SUBSCRIPTION AGREEMENT WITH THE COMPANY
PURSUANT TO THE TERMS OF THE PLAN.
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DEFERRAL ELECTION. If you are an Eligible Employee (as defined in the Plan) as
of January 1, 1997, you may participate in the Plan for the January 1, 1997 to
June 30, 1997 Offering Period. To commence participation in the Plan, initial
the box below and indicate the level of your Contributions.
[_] I hereby authorize the Company to deduct from my paycheck each pay period
________________% (designate a whole number from 1% to 10%) of my
Compensation (as such term is defined in the Plan), for the purchase of
Common Stock under the Plan. My Contributions will be deducted from each
one of my paychecks beginning with the first full pay period in 1997 and
will continue for this and subsequent Offering Periods unless my Plan
participation terminates or until I file a new Subscription Agreement with
the Company pursuant to the terms of the Plan. These deductions will
automatically stop for the remainder of an Offering Period if the total
amount of my Contributions during that period reaches $12,500.
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BENEFICIARY DESIGNATION. (Please initial the following box.)
[_] I hereby acknowledge that I have read and completed the Beneficiary
Designation attached hereto as Exhibit C.
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SIGNATURE. I hereby agree to be bound by the terms of the Plan, acknowledge
receipt of a copy of the Plan and Prospectus, and authorize the election and
beneficiary designation specified above.
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Signature Date
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Print Name Social Security Number
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Street Address City, State, Zip Code
