RIVIERA HOLDINGS CORPORATION
                            RESTRICTED STOCK PLAN

                  1. Purpose. The Riviera Holdings Corporation ("RHC")
Restricted Stock Plan (the "Plan") is intended to provide incentives which will
attract and retain highly competent persons as officers and key employees of
Riviera Operating Corporation ("ROC") (collectively the "Company") by providing
them opportunities to receive restricted shares of the Company's Common Stock,
par value $.001 per share ("Common Stock"), or to receive payments based on the
increase in value of the Company's Common Stock, pursuant to the Awards
described herein.

                  2. Participants. Participants will consist of such officers
and key employees of the Company as the Compensation Committee of the Board of
Directors of the Company (the "Compensation Committee") determines in its sole
discretion to be significantly responsible for the success and future growth and
profitability of the Company. Designation of a participant in any year shall not
require the Company or the Compensation Committee to designate such person to
receive an Award in any other year or, once designated, to receive the same type
or amount of Awards as granted to the participant or any other participant in
any year. The Company shall consider such factors as it deems pertinent in
selecting participants and in determining the amount, type and terms and
conditions of their respective Awards.

                  3. Types of Awards. Awards under the Plan may be granted as
either (i) restricted stock awards or (ii) phantom stock awards, each as
described below (collectively, "Awards"). Each Award shall be made pursuant to a
written agreement between the Company and the Award recipient (the "Award
Agreement").

                  4. Shares Reserved under the Plan. There is hereby reserved
for issuance, as Awards of restricted stock under the Plan and Awards of phantom
stock under the Plan, an aggregate of Two Hundred Thousand (200,000) shares of
Common Stock, which may be (or in the case of the phantom awards, may represent)
treasury or authorized but unissued shares, and which represent five percent
(5.0 %) of the issued and outstanding shares of stock of the Company on a fully
diluted basis. If there is a lapse, cancellation, expiration, termination or
forfeiture of any Award, or if shares are issued under an Award and thereafter
are reacquired by the Company pursuant to rights reserved by the Company upon
issuance of such shares, the shares subject to such Award may thereafter be
subjected to new Awards under this Plan.

                  5. Restricted Stock Awards. Awards of "Restricted Stock" will
consist of Common Stock transferred to participants without other payment
therefor as additional compensation for services rendered or to be rendered to
the Company. Awards of Restricted Stock shall be subject to such terms and
conditions as the Company determines to be appropriate at the time of grant,
including, without limitation, restrictions on the sale or other disposition of
such shares and provisions for the forfeiture of such shares for no
consideration upon termination of the participant's employment within specified
periods or under certain conditions.

                  6. Phantom Stock Awards. Awards of "Phantom Stock" will
consist of Awards that will entitle the holder to receive the appreciation in
the Fair Market Value of the shares of Common Stock subject thereto up to a
specified date or dates. Payment of such appreciation shall be made in cash or
in shares of Common Stock, or a combination thereof, as set forth in the Award.
Each Award of Phantom Stock shall be subject to such terms and conditions as the
Company determines to be appropriate at the time of grant.

                  7. Shareholder Rights. The recipient of an Award of Restricted
Stock or Phantom Stock shall not be deemed for any purpose to be a stockholder
of the Company with respect to any of the shares subject thereto, except to the
extent that a certificate shall have been issued and delivered to the
participant.

                  8. Adjustment Provisions. If the Company shall at any time
change the number of issued shares of Common Stock without new consideration to
the Company (such as by stock dividend, stock split, recapitalization,
reorganization, exchange of shares, or other change in corporate structure
affecting the Common Stock), the total number of shares reserved for Awards
under this Plan shall be appropriately adjusted. The Company may provide for
equitable adjustments in the terms of any Awards granted hereunder after changes
in any common stock of the Company resulting from any merger, consolidation,
sale of assets, acquisition of property or stock, recapitalization,
reorganization or similar occurrence upon such terms and conditions as it may,
in its sole discretion, deem equitable and appropriate; provided, however, that
any such adjustment shall not cause the number of shares reserved for Awards
under the Plan to exceed ten percent (10%) of the issued and outstanding shares
of the stock of the Company on a fully diluted basis.

                  9. Nontransferability. Each Award granted under the Plan to a
participant shall, unless otherwise set forth in the Award Agreement, not be
transferable otherwise than by will or the laws of descent and distribution.

                  10. Other Provisions. Awards under the Plan may also be
subject to such other provisions (whether or not applicable to the Award granted
to any other participant) as the Company or the Compensation Committee
determines appropriate.

                  11. Fair Market Value. Except as otherwise expressly provided
in an Award Agreement, for purposes of this Plan and any Awards hereunder, the
"Fair Market Value" of a share of Common Stock shall mean (i) prior to the date
of the registration of the Common Stock under the Securities Act of 1933 and of
becoming readily tradable on a national securities exchange ("Readily
Tradable"), the amount equal to the price of a share of the Company's Common
Stock as reflected by the most recently preceding valuation of the shares of
Common Stock under the Company's Employee Stock Ownership Plan, after adjusting
for a non-marketability and minority interest discount; if applicable, and (ii)
on or after the date that the Common Stock is Readily Tradable, the closing
price of the Common Stock on the relevant date, as reported on the national
securities exchange.

                  12. Tenure. A participant's right, if any, to continue to
serve the Company as an officer, employee, or otherwise, shall not be enlarged
or otherwise affected by his or her designation as a participant under the Plan,
nor shall this Plan in any way interfere with the right of the Company, subject
to the terms of any separate employment agreement to the contrary, at any time
to terminate such employment or to increase or decrease the compensation of the
participant from the rate in existence at the time of the grant of an Award.

                  13. Administration. The Plan will be administered by the
Company, which shall act through its Board of Directors or the Compensation
Committee. The Board of Directors is authorized, subject to the provisions of
the Plan, to establish such rules and regulations as it deems necessary for the
proper administration of the Plan and to make such determinations and
interpretations and to take such action in connection with the Plan, any Awards
granted hereunder, or any related agreements, as it deems necessary or
advisable. All determinations and interpretations made by the Board of Directors
or the Compensation Committee shall be binding and conclusive on all
participants and their legal representatives. No member of the Board of
Directors or the Compensation Committee, and no employee of the Company shall be
liable for any act or failure to act hereunder, by any other member or employee
or by any agent to whom duties in connection with the administration of this
Plan have been delegated or, except in circumstances involving his or her bad
faith, gross negligence or fraud, for any act or failure to act by such member
of the Board of Directors or Compensation Committee or employee.

                  14. Amendment and Termination. The Board of Directors may
amend the Plan from time to time or terminate the Plan at any time. However, no
action authorized by this paragraph shall change the terms and conditions of any
existing Award without the participant's consent.

                  15. Governing Law. This Plan and actions taken in connection
herewith shall be governed and construed in accordance with the laws of the
State of Nevada (regardless of the law that might otherwise govern under
applicable Nevada principles of conflict of laws).

                  16.  Approval.  The Plan was adopted by the Board of Directors
 of the Company on October 2, 2000.



















                             CERTIFICATE OF ADOPTION


                  I, Tullio J. Marchionne, Secretary of RIVIERA HOLDINGS
CORPORATION (the "Company"), hereby certifies that the Company adopted the
RIVIERA HOLDINGS CORPORATION RESTRICTED STOCK PLAN in the form attached hereto,
effective as of October 1, 2000.

                  Dated this ______ day of ______, 2001.

                                     RIVIERA HOLDINGS CORPORATION



                       By_________________________________
                                              Secretary

ATTEST:

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