FORM
“A” ROC

    


    August 4,
2009

    


    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, 2010,
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.

    


    This
Salary Continuation Agreement renders any previous Salary Continuation Agreement
issued to you by the Company null and void.

    


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

    


    
      
        	
              	
                · 

              	
                “Change
      in Control” shall have the same meaning as that term is defined in the
      “Riviera Holdings Corporation Series A and Series B 11% Senior Secured
      Notes Due 2010 Indenture dated as of June 26, 2002, The Bank of New York
      Trustee”.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      
        	
              	
                · 

              	
                “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.

              


      

    

    


    
      
        	 	
                · 

              	
                “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.

              


      

    

    


    
      
        	
              	
                · 

              	
                “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 11 , 2009.

    


    
      
        	 
      	
                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 August 4, 2009.  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

                      	 
      	 
      


              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FORM
“B” ROC

    


    August 4,
2009

    


    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, 2010,
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.

    


    This
Salary Continuation Agreement renders any previous Salary Continuation Agreement
issued to you by the Company null and void.

    


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

    


    
      
        	
              	
                · 

              	
                “Change
      in Control” shall have the same meaning as that term is defined in the
      “Riviera Holdings Corporation Series A and Series B 11% Senior Secured
      Notes Due 2010 Indenture dated as of June 26, 2002, The Bank of New York
      Trustee”.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
              	
                · 

              	
                “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.

              


      

    

    


    
      
        	
              	
                · 

              	
                “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.

              


      

    

    


    
      
        	
              	
                · 

              	
                “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.

              


      

    

    


    
      
        	 	
                · 

              	
                “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.

              


      

    

    


    
      
        	
              	
                · 

              	
                “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 11, 2009.

    


    
      
        
          	 
      	
                  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 August 4, 2009.  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