FORM A+

May 16, 2005

XXXXXXXXXXX
XXXXXXXXXXX
XXXXXXXXXXX

Dear XXXXXX:

     Because of your leadership  position as a member of our management team and
in order to induce you  ("Executive")  to continue your highly valued service to
Riviera  Operating  Corporation (the "Company") and alleviate any uncertainty or
concerns  on your part,  the Boards of  Directors  of the  Company  and  Riviera
Holdings Corporation ("RHC") hereby agree that:

     Effective  upon the timely  receipt by the  Company of  Executive's  signed
acknowledgment  and through December 31, 2006, if there is a "Change in control"
and if Executive's  employment is terminated by Company within  twenty-four (24)
months of a "Change in Control" and without "Cause" (as such terms are hereafter
defined),  Executive shall be entitled to salary continuation in an amount equal
to twelve (12) months of  Executive's  then Base Salary (as hereafter  defined),
subject,  however,  to "Mitigation"  (hereafter defined) paid in twenty-six (26)
bi-weekly  installments  commencing immediately upon such termination along with
full group health insurance  benefits for a period of two years from the date of
such  termination.  Executive  shall also be entitled to an amount  equal to his
Incentive bonus payable as follows:

o      If Executive is terminated after December 31 but prior to distribution of
       the Incentive bonus, Executive shall receive, on  or about the first
       March 15th following termination, his full share of what Executive would
       have been entitled to receive as his Incentive bonus for the year prior
       to Executive's termination had Executive not been terminated.

o      If Executive is terminated prior to December 31, Executive shall receive,
       on or about the first March 15th following the  year of such termination,
       a pro-rata share of the Incentive bonus Executive would have been
       entitled to receive had Executive not been terminated.  The proration
       shall be based on the number of weeks the Executive worked in the year of
       his termination

     In the event your  employment is subject to an employment  agreement at the
time of any such  termination,  any  continued  payments made to you pursuant to
such employment agreement shall be applied so as to reduce payments to which you
would be entitled under the salary continuation agreement.
<PAGE>

     For purposes of the foregoing, the following terms will have the following
meanings:

o        "Change in Control" shall mean:

(i)      sale of substantially all of the Company's or RHC's  assets;

(ii)     the sale of more than a majority of the Company's or RHC's common
         stock;

(iii)    a merger in which the Company or RHC is not the surviving company;

(iv)     a merger where a majority of the stock of the Company or RHC, as the
         surviving  company,  shall be held by a party or related
         group of parties  other than  Westerman  or  executives  of the company
         with more  than two (2) years seniority; or

(v)      (A) person  becomes a Substantial  Stockholder  ("Substantial
             Stockholder")  as defined in RHC's Second Restated  Articles of
             Incorporation  and all amendments  thereto,  or sequent  Restated
             Articles  of  Incorporation  and  all  amendments   thereto
             ("Articles of Incorporation"); and

         (B) both of the following occur:

*     RHC's  Board of  Directors  waives the voting  limitation  with  respect
      to the  Substantial  Stockholder  or his  designee as provided in the
      Articles of Incorporation; and

*     any time thereafter the current Chief Executive Officer of the Company or
      RHC is replaced.

     o  "Cause"  - (A) a  felony  conviction  of  Executive,  (B) a final  civil
judgment shall be entered after all appeals shall have been exhausted in which a
material  aspect  involved  Executive's  fraud  or  dishonesty  whether  or  not
involving the Company;  (C) refusal by Executive to perform  "Reasonable Duties"
(hereinafter  defined) assigned to him by the Company's chief executive officer,
provided  Executive  shall fail to correct any such failure within 30 days after
written  notice ("Cure  Period") or (D) the Gaming  Authorities  of the State of
Nevada or any other state in which the Company shall conduct  gaming  operations
shall  determine that Executive is unsuitable to act as an executive of a gaming
company in his individual capacity. "Reasonable Duties" - Executive shall not be
required (x) on a permanent  basis to spend more than 50% of his  business  time
outside of Las Vegas (or be  required  to change his  residence),  (y) to expose
himself  to a risk to his  physical  safety  or  jeopardize  his  ability  to be
licensed  by  any  state  gaming  authority  or (z)  perform  duties  which  are
inconsistent with his duties as of the date of such Change in Control.
<PAGE>

     o  "Mitigate"  - Executive  shall be  required  to use his best  efforts to
obtain gainful employment as similar as possible to his duties with the Company,
provided that (A) a finding by an arbitration tribunal that Executive has failed
to do so will result in the Company  being  relieved  of any  obligation  to pay
Executive and (B) any amount  received by Executive from such  employment  shall
reduce the amount  payable by the Company  pursuant to this Salary  Continuation
Agreement.

     o  "Base  Salary"  shall  mean  the  compensation   paid  to  Executive  in
consideration  of  services  rendered  to Company,  excluding  amounts  paid for
overtime and bonuses.

     o  "Non-Solicitation"  - Executive  agrees that so long as he is  receiving
payments which  constitute "Base Salary" (as defined directly above) pursuant to
this  Agreement,  Executive  will  not hire or  solicit  for  employment  any of
Company's  then  current  employees.

By  signing  below,  Executive  expressly acknowledges that nothing contained
herein shall be construed as a contract for employment or otherwise as a
guaranty of employment.  Executive further expressly acknowledges that until
such time that there is a Change in Control, if ever, that Executive shall
continue as an "At Will" employee of the Company.

         THIS SALARY CONTINUATION AGREEMENT SHALL NOT BE EFFECTIVE UNLESS SIGNED
BY EXECUTIVE AND RETURNED TO TULLIO MARCHIONNE, EXECUTIVE VICE PRESIDENT AND
GENERAL COUNSEL OF THE COMPANY, ON OR BEFORE June 10, 2005.

                               Very truly yours,

                               RIVIERA OPERATING CORPORATION


                               William L. Westerman
                               Chairman of the Board/Chief Executive Officer
<PAGE>

WLW:lj
                                             ACKNOWLEDGMENT

         By signing below I hereby acknowledge that I have read and fully
understand the terms and conditions of the Salary Continuation Agreement dated
May 16, 2005.  I understand that the Salary Continuation Agreement is not a
contract for employment and does not guarantee me continued employment.  I
further understand that until such time that there is a Change in Control, if
ever, that I am an "At Will" employee of the Company.

________________________________                     __________________________
                  Signature                                             Date

________________________________
                  Print Name


<PAGE>



                                                               FORM "A"


May 16, 2005


XXXXXXXXXXX
XXXXXXXXXXX
XXXXXXXXXXX

Dear XXXXXX:

     Because of your leadership  position as a member of our management team and
in order to induce you  ("Executive")  to continue your highly valued service to
Riviera  Operating  Corporation (the "Company") and alleviate any uncertainty or
concerns  on your part,  the Boards of  Directors  of the  Company  and  Riviera
holdings Corporation ("RHC") hereby agree that:

     Effective  upon the timely  receipt by the  Company of  Executive's  signed
acknowledgment  and through December 31, 2006, if there is a "Change in control"
and if Executive's  employment is terminated by Company within  twenty-four (24)
months of a "Change in Control" and without "Cause" (as such terms are hereafter
defined),  Executive shall be entitled to salary continuation in an amount equal
to twelve (12) months of  Executive's  then Base Salary (as hereafter  defined),
subject,  however,  to "Mitigation"  (hereafter defined) paid in twenty-six (26)
bi-weekly  installments  commencing immediately upon such termination along with
full group health insurance  benefits for a period of two years from the date of
such termination.

     In the event your  employment is subject to an employment  agreement at the
time of any such  termination,  any  continued  payments made to you pursuant to
such employment agreement shall be applied so as to reduce payments to which you
would be entitled under the salary continuation agreement.

    For purposes of the foregoing, the following terms will have the following
meanings:

o        "Change in Control" shall mean:

            (i)  sale of substantially all of the Company's or RHC's assets;
            (ii) the sale of more than a majority of the Company's or RHC's
                 common stock;

<PAGE>

            (iii)a merger in which the Company or RHC is not the surviving
                 company;
            (iv) a merger where a majority of the stock of the Company or RHC,
                 as the  surviving  company,  shall be held by a party or
                 related group of parties  other than  Westerman  or  executives
                 of the company  with more than two (2) years seniority; or
            (v)  (A)any person  becomes a Substantial  Stockholder ("Substantial
                 Stockholder")  as defined in RHC's Second Restated  Articles of
                 Incorporation  and all amendments  thereto,  or subsequent
                 Restated  Articles  of  Incorporation  and  all  amendments
                 thereto ("Articles of Incorporation"); and

                 (B)both of the following occur:

                    * RHC's  Board of  Directors  waives the voting  limitation
                      with  respect to the  Substantial  Stockholder  or his
                      designee as provided in the Articles of Incorporation; and

                    * any time thereafter the current Chief Executive Officer of
                      the Company or RHC is replaced.

o     "Cause" - (A) a felony conviction of Executive, (B) a final civil judgment
       shall be entered after all appeals shall have been exhausted in which a
       material aspect involved Executive's fraud or dishonesty whether or not
       involving the Company; (C) refusal by Executive to perform "Reasonable
       Duties" (hereinafter defined) assigned to him by the Company's chief
       executive officer, provided Executive shall fail to correct any such
       failure within 30 days after written notice ("Cure Period") or (D) the
       Gaming Authorities of the State of Nevada or any other state in which the
       Company shall conduct gaming operations shall determine that Executive is
       unsuitable to act as an executive of a gaming company in his individual
       capacity.  "Reasonable Duties" - Executive shall not be required (x) on a
       permanent basis to spend more than 50% of his business time outside of
       Las Vegas (or be required to change his residence), (y) to expose himself
       to a risk to his physical safety or jeopardize his ability to be licensed
       by any state gaming authority or (z) perform duties which are
       inconsistent with his duties as of the date of such Change in Control.
<PAGE>

o      "Mitigate" - Executive shall be required to use his best efforts to
       obtain gainful employment as similar as possible to his duties with the
       Company, provided that (A) a finding by an arbitration tribunal that
       Executive has failed to do so will result in the Company being relieved
       of any obligation to pay Executive and (B) any amount received by
       Executive from such employment shall reduce the amount payable by the
       Company pursuant to this Salary Continuation Agreement.

o      "Base Salary" shall mean the compensation paid to Executive in
        consideration of services rendered to Company, excluding amounts paid
        for overtime and bonuses.

o      "Non-Solicitation" - Executive agrees that so long as he is receiving
        payments which constitute "Base Salary" (as defined directly above)
        pursuant to this Agreement, Executive will not hire or solicit for
        employment any of Company's then current employees.

     By signing below,  Executive expressly  acknowledges that nothing contained
herein  shall be  construed  as a contract  for  employment  or  otherwise  as a
guaranty of employment. Executive further expressly acknowledges that until such
time that there is a Change in Control,  if ever,  that Executive shall continue
as an "At Will" employee of the Company.

     THIS SALARY CONTINUATION  AGREEMENT SHALL NOT BE EFFECTIVE UNLESS SIGNED BY
EXECUTIVE  AND  RETURNED TO TULLIO  MARCHIONNE,  EXECUTIVE  VICE  PRESIDENT  AND
GENERAL COUNSEL OF THE COMPANY, ON OR BEFORE JUNE 10, 2006.

                              Very truly yours,

                              RIVIERA OPERATING CORPORATION


                              William L. Westerman
                              Chairman of the Board/Chief Executive Officer

WLW:lj
<PAGE>

                                    ACKNOWLEDGMENT

     By signing below I hereby acknowledge that I have read and fully understand
the terms and  conditions  of the Salary  Continuation  Agreement  dated May 16,
2005. I understand that the Salary Continuation  Agreement is not a contract for
employment and does not guarantee me continued employment.  I further understand
that until such time that there is a Change in  Control,  if ever,  that I am an
"At Will" employee of the Company.

________________________________                     __________________________
                  Signature                                            Date

________________________________
                  Print Name

<PAGE>

                          FORM A+EXEC



May 16, 2005


XXXXXXXXXXX
XXXXXXXXXXX
XXXXXXXXXXX

Dear XXXXXX:

     Because of your leadership  position as a member of our management team and
in order to induce you  ("Executive")  to continue your highly valued service to
Riviera  Operating  Corporation (the "Company") and alleviate any uncertainty or
concerns  on your part,  the Boards of  Directors  of the  Company  and  Riviera
Holdings Corporation ("RHC") hereby agree that:

     Effective May 16, 2005 through  December 31, 2006, if there is a "Change in
control"  and  if  Executive's   employment  is  terminated  by  Company  within
twenty-four  (24) months of a "Change in Control"  and without  "Cause" (as such
terms are hereafter defined), Executive shall be entitled to salary continuation
in an amount  equal to twenty four (24) months of  Executive's  then Base Salary
(as hereafter defined) or $XXXXXXX, whichever is greater, paid in fifty-two (52)
equal bi-weekly installments  commencing immediately upon such termination along
with; all insurance  benefits;  and all other perquisites to which you have been
entitled   during  your  employment   tenure  with  the  Company   (collectively
"Benefits"). All such Benefits shall continue for a period of two (2) years from
the date of such  termination.  Executive  shall also be  entitled  to an amount
equal to his Incentive bonus payable as follows:

o      If Executive is terminated after December 31 but prior to distribution of
       the Incentive bonus, Executive shall receive, on or about the first
       March 15th following termination, his full share of what Executive would
       have been entitled to receive as his Incentive bonus had Executive not
       been terminated.

o      If Executive is terminated prior to December 31, Executive shall receive,
       on or about the first March 15th following termination, a pro-rata share
       of the Incentive bonus Executive would have been entitled to receive had
       Executive not been terminated.  The proration shall be based on the
       number of weeks the Executive worked in the year of his termination.

     Executive shall not be required to: on a permanent  basis,  spend more than
fifty percent (50%) of his business time at least twenty-five (25) miles outside
of Las Vegas (or be required to change his residence);  expose himself to a risk
of his  physical  safety or  jeopardize  his ability to be licensed by any state
gaming  authority;  or perform duties which are inconsistent with his role prior
to a Change in Control.
<PAGE>

     In the event your  employment is subject to an employment  agreement at the
time of any such  termination,  any  continued  payments made to you pursuant to
such employment agreement shall be applied so as to reduce payments to which you
would be entitled under the salary continuation agreement.

    For purposes of the foregoing, the following terms will have the following
meanings:

o   "Change of Control" shall mean:

             (i) sale of substantially all of the Company's assets;

            (ii) the sale of more than a majority of the Company's common stock;

           (iii) a merger in which the Company is not the surviving company

            (iv) a merger where a majority of the stock of the Company,  as the
                 surviving  company,  shall be held by a party or related group
                 of parties  other than  Westerman or  executives of the company
                 with more than two (2) years seniority; or

            (v) (A)any person  becomes a Substantial  Stockholder  ("Substantial
                 Stockholder")  as defined in RHC's Second Restated  Articles of
                 Incorporation  and all amendments  thereto,  or subsequent
                 Restated  Articles  of  Incorporation  and  all  amendments
                 thereto("Articles of Incorporation"); and

                 (B)both of the following occur:

 * the Company's Board of Directors waives the voting limitation with respect to
   the Substantial  Stockholder or his designee as provided in the Articles of
   Incorporation; and

 * any time thereafter the current Chief Executive Officer of the Company is
   replaced.
<PAGE>

o    "Cause" - (A) a felony conviction of Executive, (B) a final civil judgment
     shall be entered after all appeals shall have been exhausted in which a
     material aspect involved Executive's fraud or dishonesty whether or not
     involving the Company; (C) refusal by Executive to perform "Reasonable
     Duties" (hereinafter defined) assigned to him by the Company's chief
     executive officer, provided Executive shall fail to correct any such
     failure within 30 days after written notice ("Cure Period") or (D) the
     Gaming Authorities of the State of Nevada or any other state in which the
     Company shall conduct gaming operations shall determine that Executive is
     unsuitable to act as an executive of a gaming company in his individual
     capacity.  "Reasonable Duties" - Executive shall not be required (x) on a
     permanent basis to spend more than 50% of his business time outside of Las
     Vegas (or be required to change his residence), (y) to expose himself to a
     risk to his physical safety or jeopardize his ability to be licensed by any
     state gaming authority or (z) perform duties which are inconsistent with
     his role specified in Section 1 hereof.

o   "Base Salary" shall mean the compensation paid to Executive in consideration
     of services rendered to Company, excluding amounts paid for overtime and
     bonuses.

o    "Non-Solicitation" - Executive agrees that so long as he is receiving
     payments which constitute "Base Salary" (as defined  directly above)
     pursuant to this Agreement, Executive will not hire or solicit for
     employment any of Company's then current employees.

     Nothing contained herein should be construed as a guaranty of employment
and Executive will continue as an "at will" employee of the Company.

                              Very truly yours,

                              RIVIERA OPERATING CORPORATION


                              William L. Westerman
                              Chairman of the Board/Chief Executive Officer

WLW:lj

<PAGE>



                                                               FORM "B"

May 16, 2005



XXXXXXXXXXX
XXXXXXXXXXX
XXXXXXXXXXX

Dear XXXXXX:

     Because of your leadership  position as a member of our management team and
in order to induce you  ("Executive")  to continue your highly valued service to
Riviera  Operating  Corporation (the "Company") and alleviate any uncertainty or
concerns  on your part,  the Boards of  Directors  of the  Company  and  Riviera
Holdings Corporation ("RHC") hereby agree that:

     Effective  upon the timely  receipt by the  Company of  Executive's  signed
acknowledgment  and through December 31, 2006, if there is a "Change in control"
and if Executive's employment is terminated by Company within twelve (12) months
of a "Change in  Control"  and  without  "Cause"  (as such  terms are  hereafter
defined),  Executive shall be entitled to salary continuation in an amount equal
to six (6)  months of  Executive's  then Base  Salary  (as  hereafter  defined),
subject,  however,  to  "Mitigation"  (hereafter  defined) paid in thirteen (13)
bi-weekly  installments  commencing immediately upon such termination along with
full group health insurance  benefits for a period of one (1) year from the date
of such termination.

     For purposes of the foregoing, the following terms will have the following
meanings:

o        "Change in Control" shall mean:

         (i) sale of substantially all of the Company's or RHC's  assets;

        (ii) the sale of more than a majority of the Company's or RHC's common
             stock;

       (iii) a merger in which the Company or RHC is not the surviving company;
<PAGE>

        (iv) a merger where a majority of the stock of the Company or RHC, as
             the  surviving  company,  shall be held by a party or related
             group of parties  other than  Westerman  or  executives  of the
             company  with more than two (2) years seniority; or

        (v) (A)any person  becomes a Substantial  Stockholder  ("Substantial
             Stockholder")  as defined in RHC's Second Restated  Articles of
             Incorporation  and all amendments  thereto,  or subsequent
             Restated  Articles  of  Incorporation  and  all  amendments thereto
             ("Articles of Incorporation"); and

             (B) both of the following occur:

*  RHC's  Board of  Directors  waives the voting  limitation  with  respect to
   the  Substantial  Stockholder  or his  designee as provided in the Articles
   of Incorporation; and

*  any time thereafter the current Chief Executive Officer of the Company or RHC
   is replaced.

     o  "Cause"  - (A) a  felony  conviction  of  Executive;  (B) a final  civil
judgment shall be entered after all appeals shall have been exhausted in which a
material  aspect  involved  Executive's  fraud  or  dishonesty  whether  or  not
involving the Company;  (C) refusal by Executive to perform  "Reasonable Duties"
(hereinafter  defined) assigned to him by the Company's chief executive officer,
provided  Executive  shall fail to correct any such failure within 30 days after
written notice ("Cure  Period");  or (D) the Gaming  Authorities of the State of
Nevada or any other state in which the Company shall conduct  gaming  operations
shall  determine that Executive is unsuitable to act as an executive of a gaming
company in his individual capacity. "Reasonable Duties" - Executive shall not be
required (x) on a permanent  basis to spend more than 50% of his  business  time
outside of Las Vegas (or be  required  to change his  residence),  (y) to expose
himself  to a risk to his  physical  safety  or  jeopardize  his  ability  to be
licensed  by  any  state  gaming  authority  or (z)  perform  duties  which  are
inconsistent with his duties as of the date of such Change in Control.
<PAGE>

     o  "Mitigate"  - Executive  shall be  required  to use his best  efforts to
obtain gainful employment as similar as possible to his duties with the Company,
provided that (A) a finding by an arbitration tribunal that Executive has failed
to do so will result in the Company  being  relieved  of any  obligation  to pay
Executive and (B) any amount  received by Executive from such  employment  shall
reduce the amount  payable by the Company  pursuant  to the Salary  Continuation
Agreement.

     o  "Base  Salary"  shall  mean  the  compensation   paid  to  Executive  in
consideration  of  services  rendered  to Company,  excluding  amounts  paid for
overtime and bonuses.

     o  "Non-Solicitation"  - Executive  agrees that so long as he is  receiving
payments which  constitute "Base Salary" (as defined directly above) pursuant to
this  Agreement,  Executive  will  not hire or  solicit  for  employment  any of
Company's then current employees.

     By signing below,  Executive expressly  acknowledges that nothing contained
herein  shall be  construed  as a contract  for  employment  or  otherwise  as a
guaranty of employment. Executive further expressly acknowledges that until such
time that there is a Change in Control,  if ever,  that Executive shall continue
as an "At Will" employee of the Company.

     THIS SALARY CONTINUATION  AGREEMENT SHALL NOT BE EFFECTIVE UNLESS SIGNED BY
EXECUTIVE  AND  RETURNED TO TULLIO  MARCHIONNE,  EXECUTIVE  VICE  PRESIDENT  AND
GENERAL COUNSEL OF THE COMPANY, ON OR BEFORE JUNE 10, 2005.

                                Very truly yours,

                                RIVIERA OPERATING CORPORATION


                                William L. Westerman
                                Chairman of the Board/Chief Executive Officer

WLW:lj
<PAGE>


                                                            ACKNOWLEDGMENT

     By signing below I hereby acknowledge that I have read and fully understand
the terms and  conditions  of the Salary  Continuation  Agreement  dated May 16,
2005. I understand that the Salary Continuation  Agreement is not a contract for
employment and does not guarantee me continued employment.  I further understand
that until such time that there is a Change in  Control,  if ever,  that I am an
"At Will" employee of the Company.


________________________________                     __________________________
                  Signature                                               Date
________________________________
                  Print Name