RESTRICTED STOCK AWARD




                      WITNESSETH:

     WHEREAS, the Company believes it to be in the best interests of the Company
and its  stockholders  for  officers  and  employees of the Company to obtain or
increase their stock interest in the Company in order that they will thus have a
greater  incentive  to work for and manage the  Company's  affairs in such a way
that its shares may become more valuable; and

    WHEREAS, the Executive is employed by ROC as an officer or employee;

     NOW, THEREFORE, in consideration of the premises set forth herein and other
good and valuable  consideration the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1.       Award of Shares.

The Company hereby grants to Executive a total of NINETEEN THOUSAND FIVE HUNDRED
(19,500) shares (the "Restricted  Shares") of Common Stock,  $.001 par value per
share,  of the Company  ("Common  Stock"),  subject to the terms and  conditions
detailed below.

2.       Closing.

The transfer of the Restricted Shares (the "Closing") shall occur simultaneously
with the execution of this Award. Concurrently with the execution of this Award,
(i) the Company  shall  arrange to have  delivered to the  Executive a copy of a
certificate  representing  the Restricted  Shares which shall contain the legend
set forth in paragraph 7; (ii) the Executive shall have delivered to the Company
a duly executed  Release Of All Claims  regarding the attempted grant of options
on or about July 15, 2003 under the Company's  1993 Employee  Stock Option Plan;
and (iii) the  Executive  shall  have  delivered  a duly  signed  Section  83(b)
election  with  respect  to the  grant  of  Restricted  Shares,  but only if the
Executive,   in  his  sole  discretion,   intends  to  make  such  election.

3.Restrictions.

The Restricted Shares are being awarded to Executive subject to the transfer and
forfeiture restrictions set forth below (the "Restrictions"),  which shall lapse
after the expiration of the periods described in paragraph 4 below.
(a)      Transfer.

Executive  may not directly or  indirectly,  by  operation of law or  otherwise,
voluntarily or involuntarily,  alienate, attach, sell, assign, pledge, encumber,
charge or otherwise  transfer  any of the  Restricted  Shares  still  subject to
Restrictions without the written consent of the Company.
(b)      Forfeiture.

Upon involuntary  termination of Executive's  employment with the Company or any
subsidiary of the Company for cause,  as defined below,  all  Restricted  Shares
still subject to  Restrictions  shall be returned to or canceled by the Company,
appropriately  adjusted  for any change in the  capital  stock of the Company by
reason of any stock  dividend or  distribution,  stock split,  recapitalization,
reorganization,  merger,  consolidation,  split-up,  combination  or exchange of
shares, or any similar change affecting the capital stock of the Company,  which
has occurred  after the date hereof,  and shall be deemed to have been forfeited
by Executive.  Upon a forfeiture  of  Executive's  Restricted  Shares due to for
cause  involuntary  termination,  the  Company  will  not  be  obligated  to pay
Executive any consideration whatsoever for the forfeited Restricted Shares.

For purposes of this Restricted Stock Award, the following shall constitute
terminable actions "for cause":

   (i)      A final felony conviction shall be entered against Executive after
            all appeals have been exhausted;

   (ii)     A final civil  judgment  shall be entered after all appeals have
            been exhausted in which there is a finding of Executive's fraud or
            dishonesty whether or not involving the Company;

   (iii)    Refusal by Executive to perform  "Reasonable Duties" assigned to
            Executive provided Executive shall fail to correct any such failure
            within thirty (30) days after written notice ("Cure Period"); or

   (iv)     The Gaming  Authorities in any  Jurisdiction  in which the Company
            shall conduct gaming  operations shall  determine  that  Executive
            is  unsuitable  to act as an  executive  of a gaming  company in
            Executive's individual capacity.

4.       Lapse of Restrictions.

(a)      The Restrictions shall lapse on the first to occur, as follows:

(i)      pursuant to the following  vesting schedule so long as Executive is
         continuously  employed by the Company through each vesting date and
         only to the extent of the  vesting at each  vesting  date while so
         employed with Company:

o        20% on March 10, 2006;
o        40% on March 10, 2007;
o        60% on March 10, 2008;
o        80% on March 10, 2009;
o        100% on March 10, 2010;

(ii)    on the date the  Executive's  employment  with the Company or any
        subsidiary of Company is terminated  by the  Company or any  subsidiary
        of the  Company  for any reason  except for cause;

(iii)   upon  Executive's  retirement  so long as Executive  has attained the
        age of 62 at the time of retirement;

(iv)    on the date the  Executive  dies or becomes  permanently  disabled
        (as defined  below) all remaining Restricted Shares shall no longer be
        subject to the Restrictions;

(v)     upon the "Change of Control" (as defined  below) of the Company,  all
        remaining  Restricted Shares shall no longer be subject to the
        Restrictions; or

 (vi)   the  Compensation  Committee,  in  its  discretion,   removes  all  or
        any  part  of  the restrictions  upon  a  medical/education  hardship
        application  by  the  Executive  to the Compensation Committee.

For purposes of this  Restricted  Stock  Award,  Executive  shall be  considered
"permanently  disabled" if he has a terminal illness or he becomes physically or
mentally  incapacitated or permanently  disabled to the extent that Executive is
unable to perform his  services  for the  Company,  as  evidenced by the written
confirmation  of an  independent  physician  selected  by the  Company  and  not
unreasonably rejected by Executive or his legal representatives.

For purposes of this Restricted Stock Award,  "Change of Control" shall mean the
dissolution  or  liquidation  of the  Company,  or a  reorganization,  merger or
consolidation of the Company with one or more companies as a result of which the
owners of all of the  outstanding  shares of Common Stock  immediately  prior to
such reorganization,  merger or consolidation own in the aggregate less than 50%
of the  outstanding  shares of Common  Stock of the Company or any other  entity
into which the Company shall be merged or consolidated immediately following the
consummation  thereof,  or the sale,  transfer  or other  disposition  of all or
substantially all of the assets or more than 50% of the then outstanding  shares
of  Common  Stock of the  Company.  Upon any such  Change  of  Control  (i) this
Restricted Stock Award shall accelerate to become fully vested;  and (ii) to the
extent  required  by the terms of the  transaction  constituting  a  "Change  of
Control",  Executive  shall be obligated to participate in the Change of Control
on the same terms and  conditions as other  holders of the Common Stock.

(b) To the extent the Restrictions shall have lapsed under this paragraph 4 with
respect to any portion of the  Restricted  Shares  subject to this Award,  those
shares (the "Vested  Shares")  will be free of the terms and  conditions of this
Award.

5.       Adjustments.

If there is any  change in the  capital  stock of the  Company as  described  in
paragraph 3(b), the terms "Restricted  Shares" and "Vested Shares" shall include
any shares or other  securities that Executive  receives or becomes  entitled to
receive as a result of Executive's ownership of the original Restricted Shares.

6.       Release Of All Claims.

The delivery of Restricted Shares pursuant to this Award is further  conditioned
upon  Executive's  execution  and  delivery  of a Release Of All Claims with the
Company in substantially the form attached hereto as Exhibit "A".

7.       Restrictive Legend.

Executive  will be issued a copy of the stock  certificates  with respect to the
Restricted  Shares,  as described in  paragraph  2. Such  certificates  shall be
registered in Executive's  name and shall be inscribed with a legend  evidencing
the Restrictions and forfeiture provisions hereof, the Stock Transfer Agreement,
and such additional  legend as may be required to comply with the Securities Act
of 1933, as amended and applicable  state securities laws. From time to time, at
the request of the Executive,  the Company will issue new  certificates  without
the legend  evidencing the  Restrictions and forfeiture  provisions  hereof with
respect to shares that have become Vested Shares in accordance with paragraph 4.

8.       Custody.

All certificates  representing the Restricted  Shares (other than Vested Shares)
shall be deposited with the Company.  The Company is hereby  authorized to cause
the  transfer  to come  into  its  name  of all  certificates  representing  the
Restricted  Shares which are  forfeited  to the Company  pursuant to paragraph 3
hereof.  Certificates  representing  shares  as to which the  Restrictions  have
lapsed shall,  subject to any  applicable  securities  law  restrictions  or any
restrictions  imposed  by the Stock  Transfer  Agreement,  be  delivered  by the
Company to Executive or Executive's personal representative.

9.       Voting and Other Rights.

(a)      Upon the  registration of the Restricted  Shares in Executive's  name,
         Executive shall have all of the rights and status as a  stockholder
         of the  Company  with  respect to the  Restricted  Shares, including
         the right to vote such shares and to receive dividends or other
         distributions thereon.

(b)      The granting of the  Restricted  Shares does not confer upon Executive
         any right to continue in the employ of the Company.

10.      Withholding Taxes.

The  award  or  other  transfer  of the  Restricted  Shares,  and the  lapse  of
Restrictions  on the  Restricted  Shares,  shall be  conditioned  further on any
applicable withholding taxes having been collected by lump sum payroll deduction
or direct payment to the Company.

11.      Resolution of Disputes.

This Agreement shall be controlled by Nevada law (except to the extent preempted
by federal law).

         IN WITNESS  WHEREOF,  the parties have caused this Award of Restricted
Shares to be effective as of the day and year first above written.



EXECUTIVE                           RIVIERA HOLDINGS CORPORATION



By: ______________________________  By: _____________________________
      TULLIO J. MARCHIONNE                WILLIAM L. WESTERMAN
                                           Its:   Chairman


                         RESTRICTED STOCK AWARD



     THIS  RESTRICTED  STOCK AWARD  ("Award")  effective  the 10th day of March,
2005,  between  Riviera  Holdings  Corporation  ("RHC"),  a  Nevada  Corporation
(hereinafter  referred to as "Company"),  its wholly owned  subsidiary,  Riviera
Operating  Corporation  ("ROC"),  and DUANE  KROHN  (hereinafter  referred to as
"Executive").

                                                     WITNESSETH:

     WHEREAS, the Company believes it to be in the best interests of the Company
and its  stockholders  for  officers  and  employees of the Company to obtain or
increase their stock interest in the Company in order that they will thus have a
greater  incentive  to work for and manage the  Company's  affairs in such a way
that its shares may become more valuable; and

          WHEREAS, the Executive is employed by ROC as an officer or employee;

     NOW, THEREFORE, in consideration of the premises set forth herein and other
good and valuable  consideration the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1.       Award of Shares.

     The Company hereby grants to Executive a total of THIRTY THOUSAND  (30,000)
shares (the "Restricted  Shares") of Common Stock, $.001 par value per share, of
the  Company  ("Common  Stock"),  subject to the terms and  conditions  detailed
below.

2.       Closing.

     The  transfer  of  the  Restricted   Shares  (the  "Closing")  shall  occur
simultaneously with the execution of this Award. Concurrently with the execution
of this Award,  (i) the Company shall arrange to have delivered to the Executive
a copy of a certificate  representing the Restricted  Shares which shall contain
the legend set forth in paragraph 7; (ii) the Executive  shall have delivered to
the Company a duly executed  Release Of All Claims regarding the attempted grant
of options on or about July 15, 2003 under the  Company's  1993  Employee  Stock
Option Plan; and (iii) the Executive  shall have delivered a duly signed Section
83(b) election with respect to the grant of Restricted  Shares,  but only if the
Executive, in his sole discretion, intends to make such election.

3.       Restrictions.

     The  Restricted  Shares  are being  awarded  to  Executive  subject  to the
transfer and forfeiture restrictions set forth below (the "Restrictions"), which
shall lapse after the expiration of the periods described in paragraph 4 below.

(a)      Transfer.

     Executive may not directly or indirectly, by operation of law or otherwise,
voluntarily or involuntarily,  alienate, attach, sell, assign, pledge, encumber,
charge or otherwise  transfer  any of the  Restricted  Shares  still  subject to
Restrictions without the written consent of the Company.

(b)      Forfeiture.

     Upon involuntary  termination of Executive's employment with the Company or
any subsidiary of the Company for cause, as defined below, all Restricted Shares
still subject to  Restrictions  shall be returned to or canceled by the Company,
appropriately  adjusted  for any change in the  capital  stock of the Company by
reason of any stock  dividend or  distribution,  stock split,  recapitalization,
reorganization,  merger,  consolidation,  split-up,  combination  or exchange of
shares, or any similar change affecting the capital stock of the Company,  which
has occurred  after the date hereof,  and shall be deemed to have been forfeited
by Executive.  Upon a forfeiture  of  Executive's  Restricted  Shares due to for
cause  involuntary  termination,  the  Company  will  not  be  obligated  to pay
Executive any consideration whatsoever for the forfeited Restricted Shares.

  For purposes of this Restricted Stock Award, the following shall constitute
terminable actions "for cause":

 (i)      A final felony conviction shall be entered against Executive after all
          appeals have been exhausted;

 (ii)     A final civil  judgment  shall be entered after all appeals have been
          exhausted in which there is a finding of Executive's fraud or
          dishonesty whether or not involving the Company;

 (iii)    Refusal by Executive to perform  "Reasonable Duties" assigned to
          Executive provided Executive shall fail to correct any such failure
          within thirty (30) days after written notice ("Cure Period"); or

(iv)      The Gaming  Authorities in any  Jurisdiction  in which the Company
          shall conduct gaming  operations shall  determine  that  Executive  is
          unsuitable  to act as an  executive  of a gaming  company in
          Executive's individual capacity.

4.       Lapse of Restrictions.

(b)      The Restrictions shall lapse on the first to occur, as follows:

(i)      pursuant to the following  vesting schedule so long as Executive is
         continuously  employed by the Company through each vesting date and
         only to the extent of the  vesting at each vesting  date while so
         employed  with Company:

o        20% on March 10, 2006;
o        40% on March 10, 2007;
o        60% on March 10, 2008;
o        80% on March 10, 2009;
o        100% on March 10, 2010;

 (ii)    on the date the  Executive's  employment  with the Company or any
         subsidiary of Company is terminated  by the  Company or any  subsidiary
         of the  Company  for any reason  except for cause;

 (iii)   upon  Executive's retirement so long as Executive has attained the age
         of 62 at the time of retirement;

 (iv)    on the date the  Executive  dies or becomes  permanently  disabled
         (as defined  below) all remaining Restricted Shares shall no longer be
         subject to the Restrictions;

 (v)     upon the "Change of Control" (as defined  below) of the Company,  all
         remaining  Restricted Shares shall no longer be subject to the
         Restrictions; or

  (vi)   the Compensation Committee, in its discretion, removes all or any  part
         of  the restrictions  upon  a  medical/education  hardship  application
         by  the  Executive  to the  Compensation Committee.

For purposes of this  Restricted  Stock  Award,  Executive  shall be  considered
"permanently  disabled" if he has a terminal illness or he becomes physically or
mentally  incapacitated or permanently  disabled to the extent that Executive is
unable to perform his  services  for the  Company,  as  evidenced by the written
confirmation  of an  independent  physician  selected  by the  Company  and  not
unreasonably rejected by Executive or his legal representatives.

For purposes of this Restricted Stock Award,  "Change of Control" shall mean the
dissolution  or  liquidation  of the  Company,  or a  reorganization,  merger or
consolidation of the Company with one or more companies as a result of which the
owners of all of the  outstanding  shares of Common Stock  immediately  prior to
such reorganization,  merger or consolidation own in the aggregate less than 50%
of the  outstanding  shares of Common  Stock of the Company or any other  entity
into which the Company shall be merged or consolidated immediately following the
consummation  thereof,  or the sale,  transfer  or other  disposition  of all or
substantially all of the assets or more than 50% of the then outstanding  shares
of  Common  Stock of the  Company.  Upon any such  Change  of  Control  (i) this
Restricted Stock Award shall accelerate to become fully vested;  and (ii) to the
extent  required  by the terms of the  transaction  constituting  a  "Change  of
Control",  Executive  shall be obligated to participate in the Change of Control
on the same terms and  conditions as other  holders of the Common Stock.

(b) To the extent the Restrictions shall have lapsed under this paragraph 4 with
respect to any portion of the  Restricted  Shares  subject to this Award,  those
shares (the "Vested  Shares")  will be free of the terms and  conditions of this
Award.

5.       Adjustments.

If there is any  change in the  capital  stock of the  Company as  described  in
paragraph 3(b), the terms "Restricted  Shares" and "Vested Shares" shall include
any shares or other  securities that Executive  receives or becomes  entitled to
receive as a result of Executive's ownership of the original Restricted Shares.

6.      Release Of All Claims.

The delivery of Restricted Shares pursuant to this Award is further  conditioned
upon  Executive's  execution  and  delivery  of a Release Of All Claims with the
Company  in  substantially   the  form  attached  hereto  as  Exhibit  "A".

7.      Restrictive Legend.

Executive  will be issued a copy of the stock  certificates  with respect to the
Restricted  Shares,  as described in  paragraph  2. Such  certificates  shall be
registered in Executive's  name and shall be inscribed with a legend  evidencing
the Restrictions and forfeiture provisions hereof, the Stock Transfer Agreement,
and such additional  legend as may be required to comply with the Securities Act
of 1933, as amended and applicable  state securities laws. From time to time, at
the request of the Executive,  the Company will issue new  certificates  without
the legend  evidencing the  Restrictions and forfeiture  provisions  hereof with
respect to shares that have become Vested Shares in accordance with paragraph 4.

8.      Custody.

All certificates  representing the Restricted  Shares (other than Vested Shares)
shall be deposited with the Company.  The Company is hereby  authorized to cause
the  transfer  to come  into  its  name  of all  certificates  representing  the
Restricted  Shares which are  forfeited  to the Company  pursuant to paragraph 3
hereof.  Certificates  representing  shares  as to which the  Restrictions  have
lapsed shall,  subject to any  applicable  securities  law  restrictions  or any
restrictions  imposed  by the Stock  Transfer  Agreement,  be  delivered  by the
Company to Executive or Executive's personal representative.

9.       Voting and Other Rights.

 (a)      Upon the  registration of the Restricted  Shares in Executive's  name,
          Executive shall have all of the rights and status as a  stockholder
          of the  Company  with  respect to the  Restricted  Shares, including
          the right to vote such shares and to receive dividends or other
          distributions thereon.

 (b)      The granting of the  Restricted  Shares does not confer upon Executive
          any right to continue in the employ of the Company.

10.      Withholding Taxes.

The  award  or  other  transfer  of the  Restricted  Shares,  and the  lapse  of
Restrictions  on the  Restricted  Shares,  shall be  conditioned  further on any
applicable withholding taxes having been collected by lump sum payroll deduction
or direct payment to the Company.

11.      Resolution of Disputes.

This Agreement shall be controlled by Nevada law (except to the extent preempted
by federal law).

                  IN WITNESS  WHEREOF,  the parties have caused this Award of
Restricted  Shares to be effective as of the day and year first above written.



EXECUTIVE                              RIVIERA HOLDINGS CORPORATION



By: ______________________________  By: _____________________________
      DUANE KROHN                                  WILLIAM L. WESTERMAN
                                                              Its:   Chairman






                                     RESTRICTED STOCK AWARD



     THIS  RESTRICTED  STOCK AWARD  ("Award")  effective  the 10th day of March,
2005,  between  Riviera  Holdings  Corporation  ("RHC"),  a  Nevada  Corporation
(hereinafter  referred to as "Company"),  its wholly owned  subsidiary,  Riviera
Operating Corporation ("ROC"), and RONALD P. JOHNSON (hereinafter referred to as
"Executive").
                                                     WITNESSETH:

     WHEREAS, the Company believes it to be in the best interests of the Company
and its  stockholders  for  officers  and  employees of the Company to obtain or
increase their stock interest in the Company in order that they will thus have a
greater  incentive  to work for and manage the  Company's  affairs in such a way
that its shares may become more valuable; and

          WHEREAS, the Executive is employed by ROC as an officer or employee;

     NOW, THEREFORE, in consideration of the premises set forth herein and other
good and valuable  consideration the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1.       Award of Shares.

     The Company hereby grants to Executive a total of THIRTY THOUSAND  (30,000)
shares (the "Restricted  Shares") of Common Stock, $.001 par value per share, of
the  Company  ("Common  Stock"),  subject to the terms and  conditions  detailed
below.

2.       Closing.

     The  transfer  of  the  Restricted   Shares  (the  "Closing")  shall  occur
simultaneously with the execution of this Award. Concurrently with the execution
of this Award,  (i) the Company shall arrange to have delivered to the Executive
a copy of a certificate  representing the Restricted  Shares which shall contain
the legend set forth in paragraph 7; (ii) the Executive  shall have delivered to
the Company a duly executed  Release Of All Claims regarding the attempted grant
of options on or about July 15, 2003 under the  Company's  1993  Employee  Stock
Option Plan; and (iii) the Executive  shall have delivered a duly signed Section
83(b) election with respect to the grant of Restricted  Shares,  but only if the
Executive, in his sole discretion, intends to make such election.

3.       Restrictions.

     The  Restricted  Shares  are being  awarded  to  Executive  subject  to the
transfer and forfeiture restrictions set forth below (the "Restrictions"), which
shall lapse after the expiration of the periods described in paragraph 4 below.

(a)      Transfer.

     Executive may not directly or indirectly, by operation of law or otherwise,
voluntarily or involuntarily,  alienate, attach, sell, assign, pledge, encumber,
charge or otherwise  transfer  any of the  Restricted  Shares  still  subject to
Restrictions without the written consent of the Company.

(b)      Forfeiture.

     Upon involuntary  termination of Executive's employment with the Company or
any subsidiary of the Company for cause, as defined below, all Restricted Shares
still subject to  Restrictions  shall be returned to or canceled by the Company,
appropriately  adjusted  for any change in the  capital  stock of the Company by
reason of any stock  dividend or  distribution,  stock split,  recapitalization,
reorganization,  merger,  consolidation,  split-up,  combination  or exchange of
shares, or any similar change affecting the capital stock of the Company,  which
has occurred  after the date hereof,  and shall be deemed to have been forfeited
by Executive.  Upon a forfeiture  of  Executive's  Restricted  Shares due to for
cause  involuntary  termination,  the  Company  will  not  be  obligated  to pay
Executive any consideration whatsoever for the forfeited Restricted Shares.

  For purposes of this Restricted Stock Award, the following shall constitute
terminable actions "for cause":

 (i)      A final felony conviction shall be entered against Executive after all
          appeals have been exhausted;

 (ii)     A final civil  judgment  shall be entered after all appeals have been
          exhausted in which there is a finding of Executive's fraud or
          dishonesty whether or not involving the Company;

 (iii)    Refusal by Executive to perform  "Reasonable Duties" assigned to
          Executive provided Executive shall fail to correct any such failure
          within thirty (30) days after written notice ("Cure Period"); or

(iv)      The Gaming  Authorities in any  Jurisdiction  in which the Company
          shall conduct gaming  operations shall  determine  that  Executive  is
          unsuitable  to act as an  executive  of a gaming  company in
          Executive's individual capacity.

4.       Lapse of Restrictions.

(b)      The Restrictions shall lapse on the first to occur, as follows:

(i)      pursuant to the following  vesting schedule so long as Executive is
         continuously  employed by the Company through each vesting date and
         only to the extent of the  vesting at each vesting  date while so
         employed  with Company:

o        20% on March 10, 2006;
o        40% on March 10, 2007;
o        60% on March 10, 2008;
o        80% on March 10, 2009;
o        100% on March 10, 2010;

 (ii)    on the date the  Executive's  employment  with the Company or any
         subsidiary of Company is terminated  by the  Company or any  subsidiary
         of the  Company  for any reason  except for cause;

 (iii)   upon  Executive's retirement so long as Executive has attained the age
         of 62 at the time of retirement;

 (iv)    on the date the  Executive  dies or becomes  permanently  disabled
         (as defined  below) all remaining Restricted Shares shall no longer be
         subject to the Restrictions;

 (v)     upon the "Change of Control" (as defined  below) of the Company,  all
         remaining  Restricted Shares shall no longer be subject to the
         Restrictions; or

  (vi)   the Compensation Committee, in its discretion, removes all or any  part
         of  the restrictions  upon  a  medical/education  hardship  application
         by  the  Executive  to the  Compensation Committee.

For purposes of this  Restricted  Stock  Award,  Executive  shall be  considered
"permanently  disabled" if he has a terminal illness or he becomes physically or
mentally  incapacitated or permanently  disabled to the extent that Executive is
unable to perform his  services  for the  Company,  as  evidenced by the written
confirmation  of an  independent  physician  selected  by the  Company  and  not
unreasonably rejected by Executive or his legal representatives.

For purposes of this Restricted Stock Award,  "Change of Control" shall mean the
dissolution  or  liquidation  of the  Company,  or a  reorganization,  merger or
consolidation of the Company with one or more companies as a result of which the
owners of all of the  outstanding  shares of Common Stock  immediately  prior to
such reorganization,  merger or consolidation own in the aggregate less than 50%
of the  outstanding  shares of Common  Stock of the Company or any other  entity
into which the Company shall be merged or consolidated immediately following the
consummation  thereof,  or the sale,  transfer  or other  disposition  of all or
substantially all of the assets or more than 50% of the then outstanding  shares
of  Common  Stock of the  Company.  Upon any such  Change  of  Control  (i) this
Restricted Stock Award shall accelerate to become fully vested;  and (ii) to the
extent  required  by the terms of the  transaction  constituting  a  "Change  of
Control",  Executive  shall be obligated to participate in the Change of Control
on the same terms and  conditions as other  holders of the Common Stock.

(b) To the extent the Restrictions shall have lapsed under this paragraph 4 with
respect to any portion of the  Restricted  Shares  subject to this Award,  those
shares (the "Vested  Shares")  will be free of the terms and  conditions of this
Award.

5.       Adjustments.

If there is any  change in the  capital  stock of the  Company as  described  in
paragraph 3(b), the terms "Restricted  Shares" and "Vested Shares" shall include
any shares or other  securities that Executive  receives or becomes  entitled to
receive as a result of Executive's ownership of the original Restricted Shares.

6.      Release Of All Claims.

The delivery of Restricted Shares pursuant to this Award is further  conditioned
upon  Executive's  execution  and  delivery  of a Release Of All Claims with the
Company  in  substantially   the  form  attached  hereto  as  Exhibit  "A".

7.      Restrictive Legend.

Executive  will be issued a copy of the stock  certificates  with respect to the
Restricted  Shares,  as described in  paragraph  2. Such  certificates  shall be
registered in Executive's  name and shall be inscribed with a legend  evidencing
the Restrictions and forfeiture provisions hereof, the Stock Transfer Agreement,
and such additional  legend as may be required to comply with the Securities Act
of 1933, as amended and applicable  state securities laws. From time to time, at
the request of the Executive,  the Company will issue new  certificates  without
the legend  evidencing the  Restrictions and forfeiture  provisions  hereof with
respect to shares that have become Vested Shares in accordance with paragraph 4.

8.      Custody.

All certificates  representing the Restricted  Shares (other than Vested Shares)
shall be deposited with the Company.  The Company is hereby  authorized to cause
the  transfer  to come  into  its  name  of all  certificates  representing  the
Restricted  Shares which are  forfeited  to the Company  pursuant to paragraph 3
hereof.  Certificates  representing  shares  as to which the  Restrictions  have
lapsed shall,  subject to any  applicable  securities  law  restrictions  or any
restrictions  imposed  by the Stock  Transfer  Agreement,  be  delivered  by the
Company to Executive or Executive's personal representative.

9.       Voting and Other Rights.

 (a)      Upon the  registration of the Restricted  Shares in Executive's  name,
          Executive shall have all of the rights and status as a  stockholder
          of the  Company  with  respect to the  Restricted  Shares, including
          the right to vote such shares and to receive dividends or other
          distributions thereon.

 (b)      The granting of the  Restricted  Shares does not confer upon Executive
          any right to continue in the employ of the Company.

10.      Withholding Taxes.

The  award  or  other  transfer  of the  Restricted  Shares,  and the  lapse  of
Restrictions  on the  Restricted  Shares,  shall be  conditioned  further on any
applicable withholding taxes having been collected by lump sum payroll deduction
or direct payment to the Company.

11.      Resolution of Disputes.

This Agreement shall be controlled by Nevada law (except to the extent preempted
by federal law).

                  IN WITNESS  WHEREOF,  the parties have caused this Award of
Restricted  Shares to be effective as of the day and year first above written.



EXECUTIVE                              RIVIERA HOLDINGS CORPORATION





By: ______________________________  By: _____________________________
      RONALD P. JOHNSON                  WILLIAM L. WESTERMAN
                                          Its:   Chairman


                                     RESTRICTED STOCK AWARD



     THIS  RESTRICTED  STOCK AWARD  ("Award")  effective  the 10th day of March,
2005,  between  Riviera  Holdings  Corporation  ("RHC"),  a  Nevada  Corporation
(hereinafter  referred to as "Company"),  its wholly owned  subsidiary,  Riviera
Operating  Corporation ("ROC"), and ROBERT VANNUCCI  (hereinafter referred to as
"Executive").

                                                     WITNESSETH:

     WHEREAS, the Company believes it to be in the best interests of the Company
and its  stockholders  for  officers  and  employees of the Company to obtain or
increase their stock interest in the Company in order that they will thus have a
greater  incentive  to work for and manage the  Company's  affairs in such a way
that its shares may become more valuable; and

WHEREAS, the Executive is employed by ROC as an officer or employee;

     NOW, THEREFORE, in consideration of the premises set forth herein and other
good and valuable  consideration the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1.      Award of Shares.

The Company hereby grants to Executive a total of SIXTY THOUSAND (60,000) shares
(the  "Restricted  Shares") of Common Stock,  $.001 par value per share,  of the
Company ("Common  Stock"),  subject to the terms and conditions  detailed below.


2. Closing.

The transfer of the Restricted Shares (the "Closing") shall occur simultaneously
with the execution of this Award. Concurrently with the execution of this Award,
(i) the Company  shall  arrange to have  delivered to the  Executive a copy of a
certificate  representing  the Restricted  Shares which shall contain the legend
set forth in paragraph 7; (ii) the Executive shall have delivered to the Company
a duly executed  Release Of All Claims  regarding the attempted grant of options
on or about July 15, 2003 under the Company's  1993 Employee  Stock Option Plan;
and (iii) the  Executive  shall  have  delivered  a duly  signed  Section  83(b)
election  with  respect  to the  grant  of  Restricted  Shares,  but only if the
Executive, in his sole discretion, intends to make such election.

3. Restrictions.

The Restricted Shares are being awarded to Executive subject to the transfer and
forfeiture restrictions set forth below (the "Restrictions"),  which shall lapse
after the expiration of the periods described in paragraph 4 below.

(a)      Transfer.

     Executive may not directly or indirectly, by operation of law or otherwise,
voluntarily or involuntarily,  alienate, attach, sell, assign, pledge, encumber,
charge or otherwise  transfer  any of the  Restricted  Shares  still  subject to
Restrictions without the written consent of the Company.

(b)      Forfeiture.

     Upon involuntary  termination of Executive's employment with the Company or
any subsidiary of the Company for cause, as defined below, all Restricted Shares
still subject to  Restrictions  shall be returned to or canceled by the Company,
appropriately  adjusted  for any change in the  capital  stock of the Company by
reason of any stock  dividend or  distribution,  stock split,  recapitalization,
reorganization,  merger,  consolidation,  split-up,  combination  or exchange of
shares, or any similar change affecting the capital stock of the Company,  which
has occurred  after the date hereof,  and shall be deemed to have been forfeited
by Executive.  Upon a forfeiture  of  Executive's  Restricted  Shares due to for
cause  involuntary  termination,  the  Company  will  not  be  obligated  to pay
Executive any consideration whatsoever for the forfeited Restricted Shares.

  For purposes of this Restricted Stock Award, the following shall constitute
terminable actions "for cause":

 (i)      A final felony conviction shall be entered against Executive after all
          appeals have been exhausted;

 (ii)     A final civil  judgment  shall be entered after all appeals have been
          exhausted in which there is a finding of Executive's fraud or
          dishonesty whether or not involving the Company;

 (iii)    Refusal by Executive to perform  "Reasonable Duties" assigned to
          Executive provided Executive shall fail to correct any such failure
          within thirty (30) days after written notice ("Cure Period"); or

(iv)      The Gaming  Authorities in any  Jurisdiction  in which the Company
          shall conduct gaming  operations shall  determine  that  Executive  is
          unsuitable  to act as an  executive  of a gaming  company in
          Executive's individual capacity.

4.       Lapse of Restrictions.

(b)      The Restrictions shall lapse on the first to occur, as follows:

(i)      pursuant to the following  vesting schedule so long as Executive is
         continuously  employed by the Company through each vesting date and
         only to the extent of the  vesting at each vesting  date while so
         employed  with Company:

o        20% on March 10, 2006;
o        40% on March 10, 2007;
o        60% on March 10, 2008;
o        80% on March 10, 2009;
o        100% on March 10, 2010;

 (ii)    on the date the  Executive's  employment  with the Company or any
         subsidiary of Company is terminated  by the  Company or any  subsidiary
         of the  Company  for any reason  except for cause;

 (iii)   upon  Executive's retirement so long as Executive has attained the age
         of 62 at the time of retirement;

 (iv)    on the date the  Executive  dies or becomes  permanently  disabled
         (as defined  below) all remaining Restricted Shares shall no longer be
         subject to the Restrictions;

 (v)     upon the "Change of Control" (as defined  below) of the Company,  all
         remaining  Restricted Shares shall no longer be subject to the
         Restrictions; or

  (vi)   the Compensation Committee, in its discretion, removes all or any  part
         of  the restrictions  upon  a  medical/education  hardship  application
         by  the  Executive  to the  Compensation Committee.

For purposes of this  Restricted  Stock  Award,  Executive  shall be  considered
"permanently  disabled" if he has a terminal illness or he becomes physically or
mentally  incapacitated or permanently  disabled to the extent that Executive is
unable to perform his  services  for the  Company,  as  evidenced by the written
confirmation  of an  independent  physician  selected  by the  Company  and  not
unreasonably rejected by Executive or his legal representatives.

For purposes of this Restricted Stock Award,  "Change of Control" shall mean the
dissolution  or  liquidation  of the  Company,  or a  reorganization,  merger or
consolidation of the Company with one or more companies as a result of which the
owners of all of the  outstanding  shares of Common Stock  immediately  prior to
such reorganization,  merger or consolidation own in the aggregate less than 50%
of the  outstanding  shares of Common  Stock of the Company or any other  entity
into which the Company shall be merged or consolidated immediately following the
consummation  thereof,  or the sale,  transfer  or other  disposition  of all or
substantially all of the assets or more than 50% of the then outstanding  shares
of  Common  Stock of the  Company.  Upon any such  Change  of  Control  (i) this
Restricted Stock Award shall accelerate to become fully vested;  and (ii) to the
extent  required  by the terms of the  transaction  constituting  a  "Change  of
Control",  Executive  shall be obligated to participate in the Change of Control
on the same terms and  conditions as other  holders of the Common Stock.

(b) To the extent the Restrictions shall have lapsed under this paragraph 4 with
respect to any portion of the  Restricted  Shares  subject to this Award,  those
shares (the "Vested  Shares")  will be free of the terms and  conditions of this
Award.

5.       Adjustments.

If there is any  change in the  capital  stock of the  Company as  described  in
paragraph 3(b), the terms "Restricted  Shares" and "Vested Shares" shall include
any shares or other  securities that Executive  receives or becomes  entitled to
receive as a result of Executive's ownership of the original Restricted Shares.

6.      Release Of All Claims.

The delivery of Restricted Shares pursuant to this Award is further  conditioned
upon  Executive's  execution  and  delivery  of a Release Of All Claims with the
Company  in  substantially   the  form  attached  hereto  as  Exhibit  "A".

7.      Restrictive Legend.

Executive  will be issued a copy of the stock  certificates  with respect to the
Restricted  Shares,  as described in  paragraph  2. Such  certificates  shall be
registered in Executive's  name and shall be inscribed with a legend  evidencing
the Restrictions and forfeiture provisions hereof, the Stock Transfer Agreement,
and such additional  legend as may be required to comply with the Securities Act
of 1933, as amended and applicable  state securities laws. From time to time, at
the request of the Executive,  the Company will issue new  certificates  without
the legend  evidencing the  Restrictions and forfeiture  provisions  hereof with
respect to shares that have become Vested Shares in accordance with paragraph 4.

8.      Custody.

All certificates  representing the Restricted  Shares (other than Vested Shares)
shall be deposited with the Company.  The Company is hereby  authorized to cause
the  transfer  to come  into  its  name  of all  certificates  representing  the
Restricted  Shares which are  forfeited  to the Company  pursuant to paragraph 3
hereof.  Certificates  representing  shares  as to which the  Restrictions  have
lapsed shall,  subject to any  applicable  securities  law  restrictions  or any
restrictions  imposed  by the Stock  Transfer  Agreement,  be  delivered  by the
Company to Executive or Executive's personal representative.

9.       Voting and Other Rights.

 (a)      Upon the  registration of the Restricted  Shares in Executive's  name,
          Executive shall have all of the rights and status as a  stockholder
          of the  Company  with  respect to the  Restricted  Shares, including
          the right to vote such shares and to receive dividends or other
          distributions thereon.

 (b)      The granting of the  Restricted  Shares does not confer upon Executive
          any right to continue in the employ of the Company.

10.      Withholding Taxes.

The  award  or  other  transfer  of the  Restricted  Shares,  and the  lapse  of
Restrictions  on the  Restricted  Shares,  shall be  conditioned  further on any
applicable withholding taxes having been collected by lump sum payroll deduction
or direct payment to the Company.

11.      Resolution of Disputes.

This Agreement shall be controlled by Nevada law (except to the extent preempted
by federal law).

                  IN WITNESS  WHEREOF,  the parties have caused this Award of
Restricted  Shares to be effective as of the day and year first above written.



EXECUTIVE                              RIVIERA HOLDINGS CORPORATION



By: ______________________________  By: _____________________________
      ROBERT VANNUCCI                     WILLIAM L. WESTERMAN
                                           Its:   Chairman