AZTAR CORPORATION
2390 East Camelback Road, Suite 400
Phoenix, Arizona 85016


December 29, 2005


Mr. Robert M. Haddock
Chairman of the Board, President
   and Chief Executive Officer
Aztar Corporation
2390 East Camelback Road, Suite 400
Phoenix, Arizona 85016

Dear Mr. Haddock:

                        Pursuant to our recent discussions, PricewaterhouseCoopers, Aztar Corporation's (the "Corporation") accountants, have advised the Corporation that it will incur adverse accounting consequences upon the Corporation's adoption of FAS 123(R) with respect to any stock options with respect to the Corporation's stock which provide for the cash out of such options in any circumstances that are not within the control of the Corporation, whether such options were granted before or after the adoption of FAS 123(R). Accordingly, in order to avoid these adverse accounting consequences, and for other good and sufficient consideration, you and the Corporation have agreed to amend clause iv) of Section 7.1 of your severance letter agreement with the Corporation, dated as of July 6, 1995 (the "Severance Agreement"), to provide as follows, effective as of the date set forth above:

"iv)

the vesting of all outstanding options ("Options"), if any, granted to you under any of the Corporation's stock option plans, incentive plans or other similar plans with respect to shares of common stock of the Corporation ("Common Shares") shall be accelerated immediately and such Options shall be fully exercisable; provided, however, that in lieu of Common Shares issuable upon exercise of such Options (which Options shall be cancelled upon the making of the payment referred to below), subject to the consent of the Compensation Committee of the Board, the Corporation shall pay to you, at the time specified in Section 7.2, an amount in cash equal to the product of (a) the excess of, in the case of an "incentive stock option" (as defined in section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) granted after the date hereof, the closing price of Common Shares as reported on the New York Stock Exchange on or nearest the Date of Termination (or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Shares is highest) and, in the case of all other Options, the higher of such closing price or the highest per share price for Common Shares actually paid in connection with any merger, reorganization or other acquisition of all or substantially all of the Corporation's common stock, over the per share option price of each Option held by you (whether or not then fully exercisable), and (b) the number of Common Shares covered by each such Option;"




December 29, 2005
Page 2

            If this letter sets forth our agreement with respect to the amendment of your Severance Agreement, kindly sign and return to the Corporation the enclosed copy of this letter, which will then constitute our agreement on this subject and an amendment of your Severance Agreement.

     












Agreed to this 29th day
of December 2005.

     ROBERT M. HADDOCK      
     Robert M. Haddock

Sincerely,

AZTAR CORPORATION



By          NEIL A. CIARFALIA                           
  Name:  Neil A. Ciarfalia
  Title
:    Chief Financial Officer,
              Vice President and Treasurer

   
 
 
 
 
                       Exhibit 10.2
                       AZTAR CORPORATION
              2390 East Camelback Road, Suite 400
                    Phoenix, Arizona 85016
 
 
 
 
 
                         July 6, 1995
 
 
 
Mr. Robert M. Haddock
Executive Vice President and
      Chief Financial Officer
Aztar Corporation
2390 East Camelback Road, Suite 400
Phoenix, Arizona 85016
 
Dear Mr. Haddock:
 
            Aztar Corporation (the "Corporation") is the successor to
Ramada Inc. ("Ramada") and was incorporated as part of a restructuring
of Ramada (the "Restructuring") in June 1989.  Pursuant to the
Restructuring, (i) Ramada sold its hotel and restaurant businesses; (ii) the
Corporation was formed to operate Ramada's gaming business; and (iii)
Ramada's shareholders received, among other things, stock of the
Corporation so that they retained their interest in Ramada's gaming
business.  The Corporation has, as part of the Restructuring, assumed
certain assets and liabilities related to Ramada's gaming business,
including Ramada's obligations under that certain letter agreement, dated
October 30, 1985 between you and Ramada, as amended, and that certain
letter agreement, dated September 1, 1987 between you and Ramada, as
amended (collectively the "Prior Severance Agreements").
 
            The Corporation considers it essential to the best interests
of its stockholders to foster the continuous employment of key
management personnel.  The Corporation's Board of Directors (the
"Board") recognizes that uncertainty and questions regarding certain of
your severance benefits could result in your departure or distraction
which could be detrimental to the Corporation and its stockholders. 
Therefore, the Board has decided to reinforce and encourage the
continued attention and dedication of members of the Corporation's
management, including yourself, to their assigned duties without
distraction arising from uncertainty in their severance benefits.
 
            In order to induce you to remain in its employ, the
Corporation desires to amend and restate the Prior Severance Agreements
in their entirety and hereby agrees that after this letter agreement (this
"Severance Agreement") has been fully executed, in the event of a
Qualifying Termination (as defined in Section 2), you shall receive the
severance benefits set forth in this Severance Agreement.  Upon the full
execution of this Severance Agreement, the Prior Severance Agreements
shall terminate and be of no further effect.
 
            1.    Term of Severance Agreement.  This Severance
Agreement shall commence on July 6, 1995 (the "Effective Date") and shall
continue in effect through the December 31, 2002 (the "Term"); provided,
however, that (i) commencing on January 1, 1996, and each January 1
thereafter, the Term shall automatically be extended for one additional
year unless, not later than September 30 of the preceding year, the
Corporation shall have given notice that the Term shall not be extended,
and (ii) the Corporation's obligations under Section 7 shall survive the
expiration of the Term.  Notwithstanding anything to the contrary
contained in this Agreement, in no event shall the Term extend beyond
the end of the calendar month in which your 65th birthday occurs.
 
            2.    Eligibility for Benefits.  None of the Benefits set
forth in Section 7 shall be payable under this Severance Agreement unless
and until a Qualifying Termination (as defined below) occurs.  As used in
this Severance Agreement, the term "Qualifying Termination" means the
termination of your employment with the Corporation that is either (i) by
the Corporation Without Cause (as defined in Section 3), or (ii) by you for
Good Reason (as defined in Section 4).
 
            3.    Without Cause.  For purposes of this Severance
Agreement, a termination by the Corporation "Without Cause" shall mean
any termination by the Corporation of your employment other than (i) a
termination by the Corporation for Cause (as defined in Section 3.1), (ii) a
termination because of your Disability (as defined in Section 3.2), or (iii)
a termination due because of your death or retirement.  
 
                  3.1   For purposes of this Severance Agreement, a
termination for "Cause" shall occur if and when the Corporation
terminates your employment due to (i) your willful and continued failure
to substantially perform your duties with the Corporation (other than any
such failure resulting from your incapacity due to physical or mental
illness or any such actual or anticipated failure after your issuance of a
Notice of Termination (as defined in Section 5.1) for Good Reason) after
the Board delivers to you a written demand for substantial performance,
which demand specifically identifies the manner in which the Board
believes that you has not substantially performed your duties, (ii) your
willful participation in conduct that is demonstrably and materially
injurious to the Corporation, monetarily or otherwise, or (iii) there being
substantial evidence that you are guilty of a crime classified as a felony
(or the equivalent thereof) under applicable law, or that you have been
convicted of such a crime.  For purposes of this Section 3.2, no act, or
failure to act, by you shall be deemed "willful" unless you take, or fail to
take, such action not in good faith.  Notwithstanding the foregoing, you
shall not be deemed to have been terminated for Cause unless and until a
copy of a resolution of the Board has been delivered to you.  Such
resolution shall be duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership of the Board at a meeting of
the Board (after reasonable notice to you and an opportunity for
you, together with your counsel, to be heard before the Board), finding
that in the Board's good faith opinion you were guilty of conduct set
forth above in this Section 3.1 and specifying the particulars thereof in
reasonable detail.
 
                  3.2   For purposes of this Severance Agreement, a
termination due to your "Disability" shall occur if, as a result of your
incapacity due to physical or mental illness, you shall have been absent
from the full-time performance of your duties with the Corporation for
six (6) consecutive months, and within thirty (30) days after written
Notice of Termination is given you shall not have returned to the
full-time performance of your duties.
 
            4.    Good Reason.  For purposes of this Severance
Agreement, a termination by you for "Good Reason" shall mean any
termination by you of your employment with the Corporation that follows
the occurrence, without your express written consent, of any of the
circumstances set forth below unless, in the case of Sections 4.1, 4.5, 4.6,
4.7, 4.8 or 4.9, such circumstances are fully corrected prior to the Date of
Termination (as defined in Section 5.2) specified in the Notice of
Termination given in respect thereof.
 
                  4.1   The Corporation's assignment to you of any
duties that are inconsistent with your position with the Corporation, or a
significant adverse alteration in the nature or status of your
responsibilities or the conditions of your employment from those in effect
as of the Effective Date.
 
                  4.2   The Corporation's reduction of your base
salary as such base salary may have been increased from time to time,
except for across-the-board salary reductions similarly affecting all
management personnel of the Corporation and all management personnel
of any Person (as defined below) that controls the Corporation.  For
purposes of this Severance Agreement, the term "Person" is used as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"); provided, however, that unless this
Severance Agreement provides to the contrary, the term shall not include
the Corporation, any trustee or other fiduciary holding securities under
an employee benefit plan of the Corporation, or any corporation owned,
directly or indirectly, by the stockholders of the Corporation in
substantially the same proportions as their ownership of stock of the
Corporation.
 
                  4.3   The relocation of the Corporation's offices
at which you are principally employed as of the Effective Date to
a location more than 25 miles from such location or the Corporation's
requiring you to be based anywhere other than the Corporation's offices
at such location, except for required travel on the Corporation's business
to an extent substantially consistent with your business travel obligations
as of the Effective Date.
 
                  4.4   The Corporation's failure to pay you any
portion of your current compensation or to pay you any portion of an
installment of deferred compensation to which you are entitled under any
of the Corporation's deferred compensation programs within seven (7)
days of the date such compensation is due.
 
                  4.5   The Corporation's failure to continue in
effect any material compensation or benefit plan in which you participate
as of the Effective Date, unless an equitable arrangement (embodied in an
ongoing substitute or alternative plan) has been made with respect to such
plan, or the Corporation's failure to continue your participation therein
(or in such substitute or alternative plan) on a basis not materially less
favorable, both in terms of the amount of benefits provided and the level
of your participation relative to other participants, as existed as of the
Effective Date.
 
                  4.6   The Corporation's failure to continue
to provide you with benefits substantially similar to those enjoyed by you
under any of the Corporation's life insurance, medical, health and
accident, or disability plans in which you were participating as of the
Effective Date, the taking of any action by the Corporation which would
directly or indirectly materially reduce any of such benefits, or the
failure by the Corporation to provide you with the number of paid
vacation days to which you are entitled on the basis of years of service
with the Corporation in accordance with the Corporation's normal
vacation policy in effect as of the Effective Date.
 
                  4.7   The Corporation's failure to obtain a
satisfactory agreement from any successor to assume and agree to perform
this Severance Agreement, as contemplated in Section 12.6.
 
                  4.8   Any purported termination of your
employment that is not effected pursuant to a Notice of Termination
satisfying the requirements of Section 5.1 hereof (and, if applicable, the
requirements of Section 3.1 hereof), which purported termination shall not
be effective for purposes of this Severance Agreement.
 
                  4.9   If, after you have given written notice of
objection, you continue to be subject to harassing or denigrating treatment
that is inconsistent with your position with the Corporation.
 
Your right to terminate your employment pursuant to this Section 4 shall
not be affected by your incapacity due to physical or mental illness.  Your
continued employment shall not constitute consent to, or a waiver of
rights with respect to, any circumstance constituting Good Reason
hereunder.
 
            5.    Notice of Termination; Date of Termination.  
 
                  5.1   Any purported termination of your
employment (other than termination due to death) by you or by the
Corporation shall be communicated by written Notice of Termination (as
defined below) to the other party hereto in accordance with Section 12.7. 
For purposes of this Severance Agreement, "Notice of Termination" shall
mean a notice that indicates the specific reason for termination and shall
set forth in reasonable detail the facts and circumstances claimed to
provide a basis for such termination.
 
                  5.2   For purposes of this Severance Agreement,
"Date of Termination" shall mean (i) if your employment is terminated
due to your death, the date of your death; and (b) otherwise, the date
specified in the Notice of Termination (which, in the case of a
termination for Cause or Disability shall not be less than thirty (30) days
from the date the Notice of Termination is given, and in the case of a
termination for Good Reason shall not be less than fifteen (15) nor more
than sixty (60) days from the date the Notice of Termination is given). 
Notwithstanding anything to the contrary contained in this Section 5.2, if
within fifteen (15) days after any Notice of Termination (with respect to
a termination for Cause, Disability or Good Reason) is given the party re-
ceiving such Notice of Termination notifies the other party that a dispute
exists concerning the termination, then the Date of Termination shall be
the date on which the dispute is finally determined, either by mutual
written agreement of the parties, or as set forth in Section 10; provided,
however, that the Date of Termination shall be extended by a notice of
dispute only if such notice is given in good faith and the party giving
such notice pursues the resolution of such dispute with reasonable
diligence.
 
            6.    Compensation after Termination for Cause or other
than for Good Reason and during Disability.
 
                  6.1   If your employment is terminated by the
Corporation for Cause or by you other than for Good Reason, the
Corporation shall pay you your full base salary, when due, through the
Date of Termination at the rate in effect at the time Notice of
Termination is given, plus all other amounts to which you are then
entitled under any of the Corporation's compensation plans at the time
such payments are due, and the Corporation shall have no further
obligations to you under this Severance Agreement or any other
agreement.
 
                  6.2   During any period during which you fail to
perform your full-time duties with the Corporation as a result of
incapacity due to physical or mental illness, you shall continue to receive
your base salary at the rate in effect at the commencement of any such
period, together with all compensation payable to you under the Corpora-
tion's disability plan or program or other similar plan during such period,
until you employment is terminated for Disability (as provided in Section
3.2).  Thereafter, or in the event your employment is terminated by reason
of your death, your benefits shall be determined under the Corporation's
retirement, insurance and other compensation programs then in effect in
accordance with the terms of such programs.
 
            7.    Compensation After Qualifying Termination.
 
                  7.1   If a Qualifying Termination occurs, then you
shall be entitled to the benefits provided below:
 
                  i)    the Corporation shall pay your full base
      salary, when due, through the Date of Termination at the rate in
      effect at the time Notice of Termination is given, at the time
      specified in Section 7.2, plus all other amounts to which you are
      entitled under any of the Corporation's compensation plans at the
      time such payments are due;
 
                  ii)   in lieu of any further salary or other pay-
      ments to you under any agreement for periods subsequent to the
      Date of Termination, the Corporation shall pay as severance pay to
      you, at the time specified in Section 7.2, a lump sum severance
      payment (together with the payments provided in Sections 7.1(iii)
      and 7.1(iv) below, the "Severance Payments") equal to 200% of your
      base salary as in effect as of the Date of Termination and 200% of
      the average of the annual bonuses awarded to you pursuant to the
      Corporation's performance bonus plan (the "Bonus Plan"), or
      any successor bonus plan thereto, with respect to the three (3)
      fiscal years (or your total years of employment with the
      Corporation, if less than three (3)) preceding the Date of
      Termination;
 
                  iii)  notwithstanding any provisions of the
      Corporation's stock option and incentive plans, or other similar
      plans, the restricted period with respect to any restricted
      stock granted to you thereunder shall lapse and such shares shall be
      distributed to you at the time specified in Section 7.2;
 
                  iv)   in lieu of shares of common stock of the
      Corporation ("Common Shares") issuable upon exercise of
      outstanding options ("Options"), if any, granted to you under any
      of the Corporation's stock option plans, incentive plans or other
      similar plans, (which Options shall be cancelled upon the making
      of the payment referred to below), the Corporation shall pay to
      you, at the time specified in Section 7.2, an amount in cash equal to
      the product of (a) the excess of, in the case of an "incentive stock
      option" (as defined in section 422 of the Internal Revenue Code of
      1986, as amended (the "Code")) granted after the date hereof, the
      closing price of Common Shares as reported on the New York Stock
      Exchange on or nearest the Date of Termination (or, if not listed
      on such exchange, on a nationally recognized exchange or
      quotation system on which trading volume in the Common Shares
      is highest) and, in the case of all other Options, the higher of such
      closing price or the highest per share price for Common Shares
      actually paid in connection with any merger, reorganization or
      other acquisition of all or substantially all of the Corporation's
      common stock, over the per share option price of each Option held
      by you (whether or not then fully exercisable), and (b) the number
      of Common Shares covered by each such Option;
 
                  v)    the Corporation shall pay to you all legal fees
      and expenses incurred by you as a result of such termination
      (including all such fees and expenses, if any, incurred in contesting
      or disputing any such termination or in seeking to obtain or
      enforce any right or benefit provided by this Severance Agreement
      or in connection with any tax audit or proceeding to the extent
      attributable to the application of section 4999 of the Code to any
      payment or benefit provided hereunder); and
 
                  vi)   for a twenty-four (24) month period after
      such termination, the Corporation shall arrange to provide you
      with life, disability, accident and group health insurance benefits
      substantially similar to those that you were receiving immediately
      prior to the Notice of Termination.  Benefits otherwise receivable
      by you pursuant to this Section 7.1(vi) shall be reduced to the
      extent you actually receive comparable benefits during the -
      twenty-four (24) month period following your termination, and
      any such benefits actually received by you shall be reported to the
      Corporation.
 
                  7.2   The payments provided for in Sections 7.1(i),
shall be made not later than the fifth day following the Date of
Termination.  The payments provided for in Sections 7.1(ii), 7.1(iii) and
7.1(iv), shall be made not later than the thirtieth day following the Date
of Termination; provided, however, that if the amounts of such payments
cannot be finally determined on or before such day, the Corporation shall
pay to you on such day an estimate, as determined in good faith by the
Corporation, of the minimum amount of such payments and shall pay the
remainder of such payments (together with interest at the rate provided in
section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be
determined but in no event later than the thirtieth day after the Date of
Termination.  In the event that the amount of the estimated payments ex-
ceeds the amount subsequently determined to have been due, such excess
shall constitute a loan by the Corporation to you, payable on the fifth day
after demand by the Corporation (together with interest at the rate
provided in section 1274(b)(2)(B) of the Code).
 
                  7.3   You shall not be required to mitigate the
amount of any payment provided for in this Section 7 by seeking other
employment or otherwise nor, except as provided in Section 7.1(vi) hereof,
shall the amount of any payment or benefit provided for by this Section 7
be reduced by any compensation you earn as the result of employment by
another employer, by any income from self employment, by retirement
benefits, by offset against any amount claimed to be owed by you to the
Corporation, or otherwise.
 
            8.  Designated Beneficiary.  In the event of your death
while amounts remain payable to you under this Severance Agreement,
such payments (other than the right to continuation of welfare benefits)
shall thereafter be made to such person or persons as you may specifically
designate (successively or contingently) to receive payments under this
Severance Agreement following your death by filing a written beneficiary
designation with the Corporation during your lifetime.  Such beneficiary
designation shall be in such form as may be prescribed by the Corporation
and may be amended from time to time or may be revoked by you
pursuant to written instruments filed with the Corporation during your
lifetime.  Beneficiaries you designate may be any natural or legal person
or persons, including a fiduciary, such as a trustee or a trust or the legal
representative of an estate.  Unless otherwise provided by the beneficiary
designation you file, if all of the persons so designated die before you or
there is an occurrence of a contingency not contemplated in such
beneficiary designation, then the amounts payable under this Severance
Agreement shall be paid to your estate.
 
            9.  Taxes.  All payments to be made to you under this
Severance Agreement shall be subject to any applicable withholding of
federal, state and local income and employment taxes.
 
            10.   Arbitration; Dispute Resolution.
 
                  10.1  Arbitration Procedure.  Any disagreement,
dispute, controversy or claim arising out of or relating to this Severance
Agreement or the interpretation of this Severance Agreement or any
arrangements relating to this Severance Agreement or contemplated in
this Severance Agreement or the breach, termination or invalidity thereof
shall be settled by arbitration in accordance with the Commercial
Arbitration Rules (the "Arbitration Rules") of the American Arbitration
Association (the "AAA") (except as otherwise provided in this Severance
Agreement) in Phoenix, Arizona.  The arbitral tribunal shall consist of
one arbitrator.  In making any decision, the arbitrator shall apply and
follow the substantive law of Arizona without reference to the conflicts
of law provisions thereof.  The parties to the arbitration jointly shall
directly appoint such arbitrator within thirty (30) days of initiation of
arbitration.  If the parties fail to appoint such arbitrator as provided
above, such arbitrator shall be appointed by the AAA as provided in the
Arbitration Rules.  You and the Corporation each agree that the arbitral
award may be enforced against the parties to the arbitration proceeding
or their assets wherever they may be found and that a judgment upon the
arbitral award may be entered in any court having jurisdiction thereof. 
The Corporation shall pay all fees and expenses of the Arbitrator
regardless of the result and shall provide all witnesses and evidence you
reasonably require to present your case.  The Corporation shall pay to you
all reasonable arbitration expenses and legal fees incurred in seeking to
obtain or enforce any right or benefit provided by this Severance
Agreement (whether or not you are successful in obtaining or enforcing
such right or benefit).  Such payments shall be made within five (5) days
after your request for payment accompanied with such evidence of fees
and expenses incurred as the Corporation may reasonably require.
 
                  10.2  Compensation During Dispute.  Your
compensation during any disagreement, dispute, controversy or claim
arising out of or relating to this Severance Agreement or the
interpretation of this Severance Agreement shall be as set forth below.
 
                        (i)   If a purported termination by you for
      Good Reason occurs or is deemed to occur and during the Term,
      and such termination is disputed in accordance with Sections 5.2
      and 10 of this Severance Agreement, the Corporation shall
      continue to pay you the full compensation in effect when the
      notice giving rise to the dispute was given (including, but not
      limited to, base salary) and continue you as a participant in all
      compensation, benefit and insurance plans in which you were
      participating when the notice giving rise to the dispute was given,
      until the dispute is finally resolved in accordance with this Section
      10.  Amounts paid under this Section 10.2(i) are in addition to all
      other amounts due under this Severance Agreement and shall not
      be offset against or reduce any other amounts due under this
      Severance Agreement.  You agree to remain in the employ of the
      Corporation during the resolution of the dispute and to continue to
      provide services unless your employment is terminated earlier by
      Disability, death or retirement, or by action of the Corporation.  If
      the dispute is resolved by a determination that you did not have
      Good Reason, this Severance Agreement, in accordance with its
      terms, shall continue to apply to the circumstances of your
      employment by the Corporation and any termination thereof.
 
                        (ii)  If there is a termination by the
      Corporation followed by a dispute as to whether you are entitled to
      the payments and other benefits provided under this Severance
      Agreement, then, during the period of that dispute the Corporation
      shall pay you fifty percent (50%) of the amount specified in
      Sections 7.1(i) and 7.1(ii), and the Corporation shall provide you
      with the other benefits provided in Section 7.1, if, but only if, you
      agree in writing that if the dispute is resolved against you, you
      shall promptly refund to the Corporation all payments you
      received under Sections 7.1(i) and 7.1(ii) of this Severance
      Agreement plus interest at the rate provided in section 1274(d) of
      the Code, compounded quarterly.  If the dispute is resolved in your
      favor, promptly after resolution of the dispute the Corporation
      shall pay you the sum that was withheld during the period of the
      dispute plus interest at the rate provided in section 1274(d) of the
      Code, compounded quarterly.
 
            11.  No Offset - No Mitigation.  you shall not be required to
mitigate damages under this Severance Agreement by seeking other
employment or otherwise.  Except as provided in Section 7.1(vi), no
amount of any payment or benefit provided for in this Severance
Agreement shall be reduced by any compensation you earn as the result of
employment by another employer, by any income from self employment,
by retirement benefits, by offset against any amount claimed to be owed
by you to the Corporation, or otherwise.
 
            12.  General.  This Severance Agreement shall also be
subject to the following Provisions:
 
                  12.1  You represent and warrant that you have the
authorization, power and right to deliver, execute, and fully perform your
obligations under this Severance Agreement in accordance with its terms. 
The Corporation represents and warrants that it has the authorization,
power and right to deliver, execute, and fully perform its obligations
under this Severance Agreement in accordance with its terms.
 
                  12.2  This Severance Agreement contains a complete
statement of all the arrangements between you and the Corporation with
respect to the subject matter hereof, this Severance Agreement supersedes
all prior and existing negotiations and agreements (including, without
limitation, the Prior Severance Agreements) between the you and the
Corporation concerning the benefits to which you are entitled upon your
termination for Good Reason, for Cause or Without Cause, and this
Severance Agreement can only be changed or modified pursuant to a
written instrument duly executed by each of you and the Corporation.
 
                  12.3  If any provision of this Severance Agreement
or any portion thereof is declared invalid, illegal, or incapable of being
enforced by any court of competent jurisdiction, the remainder of such
provisions and all of the remaining provisions of this Severance
Agreement shall continue in full force and effect.
 
                  12.4  This Severance Agreement shall be governed by
and construed in accordance with the internal laws of the State of
Arizona (without reference to the conflicts of laws provisions thereof),
except to the extent governed by federal law.
 
                  12.5  The Corporation may assign this Severance
Agreement to any direct or indirect subsidiary or parent of the
Corporation or joint venture in which the Corporation has an interest and
this Severance Agreement shall be binding upon and inure to the benefit
of such successors and assigns.  Except as specifically provided herein,
you may not sell, transfer, assign, or pledge any of your rights or interests
pursuant to this Severance Agreement without the express prior written
consent of the Corporation, which consent may be given or withheld in
the Corporation's sole and absolute discretion.
 
                  12.6  The Corporation shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or other-
wise) to all or substantially all of its business and/or assets to expressly
assume and agree to perform this Severance Agreement in the same
manner and to the same extent that the Corporation would be required to
perform it if no such succession had taken place.  Failure of the
Corporation to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of this Severance
Agreement and shall entitle you to compensation from the Corporation in
the same amount and on the same terms to which you would be entitled
hereunder if you were to terminate your employment for Good Reason,
except that for purposes of implementing the foregoing, the date on which
any such succession becomes effective shall be deemed the Date of
Termination.  As used in this Severance Agreement, "Corporation" shall
mean the Corporation as previously defined and any successor to its
business and/or assets as aforesaid which assumes and agrees to perform
this Severance Agreement by operation of law, or otherwise.
 
                  12.7  For the purpose of this Severance Agreement,
notices and all other communications provided for in this Severance
Agreement shall be in writing and shall be deemed to have been duly
given when delivered or mailed by United States certified or registered
mail, return receipt requested, postage prepaid, addressed (if to you) to
the address set forth below under your signature (or if to the Corporation)
to the Corporation's principal corporate offices and directed to the
attention of the Board with a copy to the Corporation's Secretary, or to
such other address as either party may have furnished to the other in
writing in accordance herewith, except that notice of change of address
shall be effective only upon receipt.
 
                  12.8  Section captions and headings in this Severance
Agreement are included herein for convenience of reference only and
shall not constitute a part of this Severance Agreement for any other
purpose.
 
                  12.9  Failure to insist upon strict compliance with
any of the terms, covenants, or conditions hereof shall not be deemed a
waiver of such term, covenant, or condition, nor shall any waiver or
relinquishment of, or failure to insist upon strict compliance with, any
right or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.
 
                  12.10  This Severance Agreement may be executed in
several counterparts, each of which shall be deemed to be an original but
all of which together shall constitute one and the same instrument.
 
            If this letter sets forth our agreement on the subject matter
hereof, kindly sign and return to the Corporation the enclosed copy of
this letter, which shall then constitute our agreement on this subject.
 
                                    Sincerely,
 
                                    AZTAR CORPORATION
 
 
 
                                    By PAUL E. RUBELI
                                    Paul E. Rubeli
                                    Chairman of the Board,
                                    President and
                                          Chief Executive Officer
 
 
Agreed to this 17 day
of July 1995.
 
ROBERT M. HADDOCK
Robert M. Haddock
 
Address:    Robert M. Haddock
            Executive Vice President and
                  Chief Financial Officer
            c/o Aztar Corporation
            2390 East Camelback Road, Suite 400
            Phoenix, Arizona  85016
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4