THIS NON-COMPETITION AGREEMENT (this "Agreement") is made and entered into as of December 31,
1998, by and between Thomas J. Brosig (the "Executive") and Park Place Entertainment Corporation (f/n/a
Gaming Co., Inc.), a Delaware corporation ("Park Place").
WHEREAS, Gaming Co., Inc. (n/k/a Park Place Entertainment Corporation), a Delaware corporation, Hilton
Hotels Corporation, a Delaware corporation ("Hilton"), Grand Casinos, Inc., a Minnesota corporation
("Company"), Gaming Acquisition Corporation, a Minnesota corporation and a wholly-owned subsidiary of Park
Place ("Merger Sub") and GCI Lakes, Inc. (n/k/a Lakes Gaming, Inc.), a Minnesota corporation and a wholly-
owned subsidiary of Company ("Lakes") entered into an Agreement and Plan of Merger, dated as of June 30,
1998 (as the same may be amended or modified from time to time in accordance with the terms thereof, the
"Merger Agreement"), pursuant to which, upon the terms and subject to the conditions thereof, Merger Sub will
merge with and into Company, with Company as the surviving corporation (the "Merger");
WHEREAS, the parties hereto recognize that the Executive may have certain expertise in the business conducted
by Park Place, the skills to compete in the gaming industry, and the economic resources to compete in such
industry. Therefore, the parties hereto agree a non-competition agreement is necessary, prudent, and has been
bargained for in respect to the Merger.
WHEREAS, as a condition and inducement to each of Hilton's and Park Place's willingness to consummate the
transactions contemplated by the Merger Agreement, Hilton and Park Place have requested that the Executive
enter into a non-compete agreement, upon the terms and subject to the conditions hereof.
NOW, THEREFORE, in consideration of the premises and mutual covenants, undertakings and obligations set
forth herein, and for other good and valuable consideration, the receipt and adequacy of