A). The following is the form of Salary Continuation Agreement that
Riviera Operating Corporation ("ROC") entered into on November 15, 2006 with
Mark Lefever, the Company's Treasurer and Chief Financial Officer and ROC's
Executive Vice President of Finance; Tullio J. Marchionne, the Company's
Secretary and General Counsel and ROC's Secretary and Executive Vice
President; and two other significant employees:


November 14, 2006


XXXXXXXXXXX
XXXXXXXXXXX
XXXXXXXXXXX

Dear XXXXXX:

     In order to alleviate  any  uncertainty  or concerns on your  ("Executive")
part, the Boards of Directors of the Riviera Operating  Corporation  ("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, 2007, 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)
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
(2) 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 this 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; or

(iv) (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

           * The Substantial  Stockholder and or affiliates of the Substantial
             Stockholder,  either  individually or collectively,  at any time
             and at such time,  acquire(s)  35% of the  Company's or RHC's
             common stock.

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 or RHC 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 "Base Salary" shall mean the  compensation  paid to Executive in consideration
of  services  rendered to  Company,  excluding  amounts  paid for  overtime  and
bonuses, at the time of a Change in Control.

o "Non-Solicitation" - Executive agrees that so long as he is receiving payments
which  constitute  "Base Salary" (as defined  directly  above)  pursuant to this
Salary Continuation 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 DECEMBER 15, 2006.

                               Very truly yours,

                               RIVIERA OPERATING CORPORATION


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

WLW:lj

B) The following is the form of Salary Continuation Agreement that ROC entered
into on November 15, 2006 with 56 other significant employees:.

November 14, 2006


XXXXXXXXXXX
XXXXXXXXXXX
XXXXXXXXXXX

Dear XXXXXX:

     In order to alleviate  any  uncertainty  or concerns on your  ("Executive")
part, the Boards of Directors of Riviera Operating  Corporation  ("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, 2007, 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 "Salary Mitigation" (hereafter defined) paid in twelve (12)
bi-weekly  installments  commencing immediately upon such termination along with
full group  health  insurance  benefits  for a period of six (6) months from the
date of such termination, subject, however, to "Insurance Mitigation" (hereafter
defined).
<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 this 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;

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

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

(vii)(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

              * The Substantial Stockholder and or affiliates of the Substantial
                Stockholder,  either  individually or collectively,  at any
                time and at such time, acquire(s) 35% of the Company's or RHC's
                common stock.
<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 or RHC 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.

o "Salary  Mitigation" - 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  "Insurance   Mitigation"  -  Upon  Executive  obtaining  gainful  employment,
Executive shall obtain group health insurance  benefits  provided by Executive's
new  employer  upon first  becoming  eligible  for such group  health  insurance
benefits ("New Benefits"). Upon the effective date of New Benefits coverage, the
Company's  obligation  to provide  group health  insurance  benefits  under this
Agreement  shall  terminate.  Executive  shall  advise  the  Company  as soon as
possible of the effective  date of New Benefits  coverage.  Any  termination  of
group health  insurance  benefits by Company due to New  Benefits  shall be such
that it does not cause a break in Executive health insurance  benefits  coverage
between coverage provided under this Agreement and New Benefits coverage.

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

o "Non-Solicitation" - Executive agrees that so long as he is receiving payments
which  constitute  "Base Salary" (as defined  directly  above)  pursuant to this
Salary Continuation 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.
<PAGE>

     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 DECEMBER 15, 2006.

                            Very truly yours,

                            RIVIERA OPERATING CORPORATION


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

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 November 14,
2006. 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


C. The following is the form of Salary Continuation Agreement that Riviera Black
Hawk,  Inc.  ("RBH")  entered  into on August  15,  2006  with five  significant
employees of RBH:


                               August 8, 2006
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:
<PAGE>

     Effective  upon the timely  receipt by the  Company of  Executive's  signed
acknowledgment  and through December 31, 2007, 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 "Salary Mitigation" (hereafter defined) paid in twelve (12)
bi-weekly  installments  commencing immediately upon such termination along with
full group  health  insurance  benefits  for a period of six (6) months from the
date of such termination, subject, however, to "Insurance Mitigation" (hereafter
defined).

     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 this 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;

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

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

(x)(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
<PAGE>

           * The Substantial Stockholder and or affiliates of the Substantial
             Stockholder,  either individually or collectively,  at any time
             and at  such  time,  acquire(s)  33% of the  Company's  or  RHC's
             common stock.

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 or RHC 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.

o "Salary  Mitigation" - 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  "Insurance   Mitigation"  -  Upon  Executive  obtaining  gainful  employment,
Executive shall obtain group health insurance  benefits  provided by Executive's
new  employer  upon first  becoming  eligible  for such group  health  insurance
benefits ("New Benefits"). Upon the effective date of New Benefits coverage, the
Company's  obligation  to provide  group health  insurance  benefits  under this
Agreement  shall  terminate.  Executive  shall  advise  the  Company  as soon as
possible of the effective  date of New Benefits  coverage.  Any  termination  of
group health  insurance  benefits by Company due to New  Benefits  shall be such
that it does not cause a break in Executive health insurance  benefits  coverage
between coverage provided under this Agreement and New Benefits coverage.
<PAGE>

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

o "Non-Solicitation" - Executive agrees that so long as he is receiving payments
which  constitute  "Base Salary" (as defined  directly  above)  pursuant to this
Salary Continuation 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 SEPTEMBER 1, 2006.

                                 Very truly yours,

                                 RIVIERA OPERATING CORPORATION


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



                          ACKNOWLEDGMENT


     By signing below I hereby acknowledge that I have read and fully understand
the terms and conditions of the Salary  Continuation  Agreement  dated August 8,
2006. 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




WLW:pra
SCA.RBH.B-FORM.080806