STOCK TRANSFER AGREEMENT

                  THIS STOCK TRANSFER AGREEMENT (the "Agreement") is made as of
the 10th day of March, 2005, by and between Riviera Holdings Corporation, a
Nevada corporation (hereinafter referred to as "Company") and _____________
(hereinafter referred to as "Stockholder").


                  WHEREAS, Stockholder is an employee of the Company or one of
its subsidiaries; and

                  WHEREAS, Stockholder is or may become the owner of
________________ (______) shares of the Company's Common Stock, $.001 par value
per share (the "Restricted Shares" or the "Shares") granted to the Stockholder
pursuant to the Restricted Stock Award dated as of March 10, 2005 ("Restricted
Stock Award"); and

                  WHEREAS, it is a condition of grant of such Restricted Shares
under the Restricted Stock Agreement that Stockholder and the Company enter into
a stock transfer restriction agreement in substantially the form hereof, and
Stockholder agreed to enter into such an agreement.

                  NOW, THEREFORE, in consideration of the premises and the
covenants and agreements hereinafter contained, and in consideration of each of
the parties hereto entering into this Agreement, and intending to be legally
bound hereby, the parties agree as follows:

1.       Restrictions on Transfer.

(a) Except as hereinafter provided in this Agreement and in the Restricted Stock
Award, the Stockholder agrees not to sell, transfer, assign, give, pledge, or
otherwise dispose of or encumber any part or all of the Shares, whether
voluntarily, by operation of law, or otherwise without the prior written consent
of the Board of Directors of the Company. Any attempted transfer in violation of
this Agreement shall be considered null and void and the Stockholder shall
continue to be treated as the owner of the Shares for all purposes of this
Agreement and shall continue to be bound by all of the terms and provisions

(b) In the event William L. Westerman is no longer Chief Executive Officer of
the Company due to any reason whatsoever, or any shareholder other than William
L. Westerman, Sun America Life Insurance Company or the Riviera Employees Stock
Ownership Plan acquires ten percent (10%) or more of the Company's'common stock,
all restrictions imposed upon Executive's Restrictive stock pursuant to this
Restricted Stock Award shall immediately be released and such Restricted Stock
shall thereby immediately convert to common stock with no restrictions

                  2.  Purchase Price.

                  The Restricted Shares are awarded at no cost to the
Stockholder but are subject to the conditions set forth herein and in the
Restricted Stock Award. Notwithstanding the above, if the Stockholder is
terminated for cause, then Stockholder shall forfeit all Shares still subject to
restrictions and all such shares shall be returned to or canceled by the

                  3. Notice of Restrictions. The certificates representing the
Shares affected by this Agreement shall be inscribed with the following legend:

         "The shares of stock represented by this certificate are subject to,
         and are transferable only in compliance with, the terms and conditions
         of a certain Stock Transfer Agreement dated March 10, 2005, between the
         registered holder of these shares and Riviera Holdings Corporation,
         which Agreement is on file with the Secretary of Riviera Holdings
         Corporation, and the holder hereof accepts and holds this certificate
         subject to and with notice of all of the terms, conditions and
         provisions of said Agreement and agrees to be bound thereby."

                  4. Deposit of Certificates. The certificates representing the
Shares shall be held by the Company subject to the terms of this Agreement. The
Company agrees to release and deliver to the Stockholder any such certificates
when they are no longer subject to the terms of this Agreement or in order to
facilitate any sale or other disposition thereof permitted hereunder.

                  5. Notice. Any and all notices, designations, consents,
offers, acceptances or any other communication provided for herein shall be
given in writing and personally delivered or sent by United States certified
mail, return receipt requested, postage prepaid, which shall be addressed, in
the case of the Company, to its principal office in the State of Nevada, and in
the case of the Stockholder, to his or her last known address as reflected in
the Company's records. Notices sent by United States certified mail will be
deemed received on the second business day following mailing.

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

                  7. Necessary Documents. The Stockholder and his or her
administrators, executors, heirs or personal representatives shall execute and
deliver all necessary documents required to carry out the terms of this

                  8. Governing Law. This Agreement shall be subject to and
governed by the laws of the State of Nevada, irrespective of the fact that the
Stockholder is or may become a resident of a different state.

                  9. Invalid Provision. The invalidity or unenforceability of
any particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if such invalid
or unenforceable provisions were omitted.

                  10. Binding Effect. This Agreement shall be binding upon the
Company, Stockholder, and their respective heirs, legal representatives,
executors, administrators, successors and assigns. Any rights given or duties
imposed upon the estate of the Stockholder upon his or her death shall inure to
the benefit of and be binding upon the fiduciary of the decedent's estate in his
or her fiduciary capacity.

                  11. Heirs, Successors and Assigns. Except as otherwise
expressly provided, this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, successors and assigns.

                  12. Entire Agreement.

                  (a) This Agreement coupled with the Restricted Stock Award
constitute the entire agreement among the parties, contains all of the
agreements among the parties, and supersedes any and all other agreements or
understandings, with respect to the terms and conditions related to the Shares.

                  (b) No change or modification of this Agreement shall be valid
unless the same shall be in writing and signed by the Stockholder and the
Company. No waiver of any provision of this Agreement shall be valid unless it
is in writing.

                            [Signature page follows]

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.


By: __________________________________
     Duane Krohn

Its : Treasurer__________________________