AMENDMENT TO ESCROW AGREEMENT
                          -----------------------------


     Amendment ("this Amendment") dated as of October 29, 1993 to that certain
Escrow Agreement (the "Escrow Agreement") dated February 6, 1990, by and between
The Promus Companies Incorporated (the "Company"), the subsidiaries of the
Company listed on the execution page of this Amendment, and NationsBank,
formerly Sovran Bank (the "Escrow Agent").

     WHEREAS, the parties desire to amend the Escrow Agreement to allow the
Company's Chief Executive Officer and Chief Financial Officer jointly, to direct
the Escrow Agent to borrow funds from any insurance policies in the Escrow Fund
and to use such funds to purchase other life insurance policies, as may be
jointly directed by the Company's Chief Executive Officer and Chief Financial
Officer; 

     NOW THEREFORE, in consideration of the mutual agreements contained herein
and for other good and valuable consideration the receipt of which is hereby
acknowledged, the parties hereto agree as follow:

     1.  The following paragraph is hereby added at the end of Section 2.02(b).

     "Notwithstanding anything herein to the contrary, the Company's Chief
     Executive Officer and Chief Financial Officer, jointly, shall have
     authority to direct the Escrow Agent in writing, from time to time, to
     borrow from any Life Insurance Policies in the Escrow Fund and use the
     funds received from such borrowing to purchase other life insurance
     policies, including variable insurance or annuity contracts, as may be
     directed in writing by the Company's Chief Executive Officer and Chief
     Financial Officer, jointly, which other insurance policies shall be
     assets of the Escrow Fund subject to the terms and provisions of the
     Escrow Agreement, as amended.  The Escrow Agent shall act only as an
     administrative agent in carrying out directed investment transactions
     in accordance with this paragraph and shall not be responsible for the
     investment decision.  If a directed investment transaction violates
     any duty to diversify, to maintain liquidity or to meet any other
     investment standard or other requirement under this Escrow Agreement
     or applicable law, the entire responsibility shall rest upon the
     Company.  The Escrow Agent shall be fully protected in acting upon or
     complying with any restrictions or directions provided in accordance
     with this paragraph."



     2.  The parties understand that Holiday Inns, Inc. is no longer a
Subsidiary of the Company, no employees of Holiday Inns, Inc. are Participants,
and Holiday Inns, Inc. is no longer a party hereto and has no rights or
obligations under the Escrow Agreement.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.


THE PROMUS COMPANIES                    NATIONSBANK (Formerly
INCORPORATED                            Sovran Bank)



BY:  /s/ William S. McCalmont           BY:  /s/ John H. Pylant
     --------------------------              -----------------------
TITLE:  VP & Treasurer                  TITLE:  VP
        -----------------------                 --------------------



HARRAH'S



BY:  /s/ John M. Boushy
     --------------------------
TITLE:  SVP-IT & Corp. Mktg.
        -----------------------



EMBASSY SUITES, INC.



BY:  /s/ William S. McCalmont
     --------------------------
TITLE:  VP & Treasurer
        -----------------------



HAMPTON INNS, INC.



BY:  /s/ William S. McCalmont
     --------------------------
TITLE:  VP & Treasurer
        -----------------------