10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

(X)	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended   April 3, 2003                                                               OR
( )	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                to
Commission file number    1-5440
AZTAR CORPORATION                                         (Exact name of registrant as specified in its charter)
Delaware                 (State or other jurisdiction of incorporation or organization)		86-0636534                   (I.R.S. Employer         Identification No.)
2390 East Camelback Road, Suite 400, Phoenix, Arizona            85016        (Address of principal executive offices)                      (Zip Code)
Registrant¢ s telephone number, including area code (602) 381-4100
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   X   No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes   X   No
At May 1, 2003, the registrant had outstanding 35,078,579 shares of its common stock, $.01 par value.

AZTAR CORPORATION AND SUBSIDIARIES

FORM 10-Q

INDEX

PART I.	FINANCIAL INFORMATION		PAGE  - ----
Item 1.		Financial Statements
		Consolidated Balance Sheets at April 3, 2003 and January 2, 2003	3
		Consolidated Statements of Operations for the quarters ended April 3, 2003 and April 4, 2002	5
		Consolidated Statements of Cash Flows for the quarters ended April 3, 2003 and April 4, 2002	6
		Consolidated Statements of Shareholders' Equity for the quarters ended April 3, 2003 and April 4, 2002	8
		Notes to Consolidated Financial Statements	9
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.		Controls and Procedures	20
PART II.	OTHER INFORMATION
Item 1.		Legal Proceedings	21
Item 6.		Exhibits and Reports on Form 8-K	21

2

AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (unaudited)
(in thousands, except share data)

Assets
Current assets:
  Cash and cash equivalents
  Accounts receivable, net
  Refundable income taxes
  Inventories
  Prepaid expenses
  Deferred income taxes

    Total current assets

Investments

Property and equipment:
  Buildings, riverboats and equipment, net
  Land
  Construction in progress
  Leased under capital leases, net


Intangible assets
Other assets
April 3,  
    2003    



$   45,218  
18,232  
- --  
7,453  
9,581  
    16,720  

97,204  

17,683  


731,183  
214,794  
98,480  
        64  
1,044,521  

55,388  
    11,626  

$1,226,422  
==========   January 2, 
    2003    



$   52,896  
18,812  
4,593  
7,532  
8,708  
    16,731  

109,272  

17,420  


740,352  
214,794  
69,809  
       104  
1,025,059  

53,625  
     5,306  

$1,210,682  
==========  

The accompanying notes are an integral part of these financial statements.

3

AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (unaudited)(continued)
(in thousands, except share data)

Liabilities and Shareholders' Equity
Current liabilities:
  Accounts payable and accruals
  Accrued payroll and employee benefits
  Accrued interest payable
  Accrued rent
  Income taxes payable
  Current portion of long-term debt
  Current portion of other long-term liabilities

    Total current liabilities

Long-term debt
Other long-term liabilities
Deferred income taxes
Contingencies and commitments
Series B convertible preferred stock
   (redemption value $9,041 and $10,025)

Shareholders' equity:
  Common stock, $.01 par value (35,351,579 and
    37,026,379 shares outstanding)
  Paid-in capital
  Retained earnings
  Accumulated other comprehensive loss
  Less: Treasury stock

    Total shareholders' equity

  April 3,  
    2003    



$   71,087  
24,720  
10,234  
10,231  
3,402  
5,095  
       882  

125,651  

541,333  
17,699  
29,319  


5,513  



524  
439,275  
244,800  
(612) 
  (177,080) 

   506,907  

$1,226,422  
==========    January 2, 
    2003    



$   64,780  
29,741  
9,134  
10,081  
- --  
5,015  
       870  
 
119,621  

524,066  
17,480  
28,560  


5,601  



524  
439,275  
231,420  
(612) 
  (155,253) 

   515,354  

$1,210,682  
==========  

The accompanying notes are an integral part of these financial statements.

4

AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
For the periods ended April 3, 2003 and April 4, 2002
(in thousands, except per share data)

	First Quarter
Revenues   Casino   Rooms   Food and beverage   Other Costs and expenses   Casino   Rooms   Food and beverage   Other   Marketing   General and administrative   Utilities   Repairs and maintenance   Provision for doubtful accounts   Property taxes and insurance   Rent   Depreciation and amortization Operating income   Interest income   Interest expense   Equity in unconsolidated partnership's loss Income before income taxes   Income taxes Net income Net income per common share Net income per common share assuming dilution Weighted-average common shares applicable to:   Net income per common share   Net income per common share assuming dilution	2003    $161,506  17,678  14,389     9,443  203,016  69,696  9,194  13,674  7,501  19,147  19,020  4,114  6,234  442  7,696  2,079    12,548   171,345  31,671  192  (9,553)       --  22,310    (8,765) $ 13,545  ========  $    .37  $    .36  36,189  37,440	2002    $164,646  18,434  13,955     8,959  205,994  69,470  9,644  13,247  8,108  19,111  20,410  3,491  6,370  914  6,327  4,266    12,539   173,897  32,097  388  (10,355)     (458) 21,672    (7,913) $ 13,759  ========  $    .37  $    .35  36,888  38,922

The accompanying notes are an integral part of these financial statements.

5

AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
For the periods ended April 3, 2003 and April 4, 2002
(in thousands)

	First Quarter
Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash   provided by (used in) operating activities:     Depreciation and amortization     Provision for losses on accounts receivable     Loss on reinvestment obligation     Rent expense     Distribution less than equity in income       of partnership     Deferred income taxes     Change in assets and liabilities:       (Increase) decrease in accounts receivable       (Increase) decrease in refundable income taxes       (Increase) decrease in inventories and         prepaid expenses       Increase (decrease) in accounts payable,         accrued expenses and income taxes payable       Other items, net   Net cash provided by (used in) operating activities Cash Flows from Investing Activities Reduction in investments Purchases of property and equipment Acquisition of Tropicana Enterprises partnership   interests Additions to other long-term assets   Net cash provided by (used in) investing activities Cash Flows from Financing Activities Proceeds from issuance of long-term debt Proceeds from issuance of common stock Principal payments on long-term debt Principal payments on other long-term liabilities Repurchase of common stock Preferred stock dividend Redemption of preferred stock   Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period     Cash and cash equivalents at end of period	2003    $  13,545  12,921  442  2  88  - --  770  138  4,593  (901) 3,652        149     35,399  909  (29,467) - --     (9,660)   (38,218) 91,600  - --  (74,253) (14) (21,827) (221)      (144)    (4,859) (7,678)    52,896  $  45,218  =========	2002    $  13,759  12,898  914  278  (171) (414) 1,688  1,386  - --  929  4,131         41     35,439  418  (9,366) (117,500)    (1,431)  (127,879) 94,000  4,203  (34,607) (14) - --  (234)      (269)    63,079  (29,361)    92,122  $  62,761  =========

The accompanying notes are an integral part of these financial statements.

6

AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)(continued)
For the periods ended April 3, 2003 and April 4, 2002
(in thousands)

	First Quarter
Supplemental Cash Flow Disclosures Acquisition of Tropicana Enterprises partnership interests:   Investments in and advances to unconsolidated partnership   Buildings, net   Land   Intangible assets   Other assets   Current portion of long-term debt   Current portion of other long-term liabilities   Long-term debt   Other long-term liabilities     Net cash used in acquisition Cash flow during the period for the following:   Interest paid, net of amount capitalized   Income taxes paid		2003    $     --  - --  - --  - --  - --  - --  - --  - --        --  $     --  $  8,081  - --	2002    $   6,828  (41,411) (109,979) (15,331) 1,000  4,148  (847) 44,773     (6,681) $(117,500) $   9,089  3,616

The accompanying notes are an integral part of these financial statements.

7

AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited)
For the periods ended April 3, 2003 and April 4, 2002
(in thousands, except number of shares)

	First Quarter
Common stock:   Beginning balance   Stock options exercised for 622,536 shares in 2002     Ending balance Paid-in capital:   Beginning balance   Stock options exercised   Tax benefit from stock options exercised     Ending balance Retained earnings:   Beginning balance   Preferred stock dividend and losses on redemption   Net income     Ending balance Accumulated other comprehensive loss:   Beginning and ending balance Treasury stock:   Beginning balance   Repurchase of 1,674,800 shares of common stock at cost     in 2003     Ending balance	2003    $     524         --        524  439,275  - --         --    439,275  231,420  (165)    13,545    244,800       (612) (155,253)   (21,827)  (177,080) $ 506,907  =========	2002    $     517          7        524  431,455  4,196      3,098    438,749  173,409  (259)    13,759    186,909       (353) (151,187)        --   (151,187) $ 474,642  =========

The accompanying notes are an integral part of these financial statements.

8

AZTAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 1: General

The consolidated financial statements reflect all adjustments, such adjustments being normal recurring accruals, which are necessary, in the opinion of management, for the fair presentation of the results of the interim periods; interim results, however, may not be indicative of the results for the full year.

The notes to the interim consolidated financial statements are presented to enhance the understanding of the financial statements and do not necessarily represent complete disclosures required by generally accepted accounting principles. The interest that was capitalized during the first quarter ended 2003 was $1,493,000 and during the first quarter ended 2002, it was $501,000. Capitalized costs related to various development projects, included in intangible assets, were $4,076,000 and $2,159,000 at April 3, 2003 and January 2, 2003, respectively. For additional information regarding significant accounting policies, long-term debt, lease obligations, stock options, and other matters applicable to the Company, reference should be made to the Company's Annual Report to Shareholders for the year ended January 2, 2003.

Equity Instruments

The fair-value-based method of accounting is used for equity instruments issued to nonemployees for goods or services. The intrinsic-value-based method of accounting is used for stock-based employee compensation plans. The Company has elected to follow Accounting Principles Board Opinion No. 25 entitled "Accounting for Stock Issued to Employees" and related Interpretations in accounting for its stock-based employee compensation arrangements because the alternative fair-value-based method of accounting provided for under Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 entitled "Accounting for Stock-Based Compensation" requires use of option valuation models that were not developed for use in valuing employee stock options.

Under APB 25, because the exercise price of the Company's stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized. There were no stock options granted during the first quarter ended 2003.

Pro forma information regarding net income and earnings per share is required by SFAS 123, and has been determined as if the Company had accounted for its stock option plans under the fair-value-based method of that Statement. The fair value for these options was estimated at the date of grant or modification using a Black-Scholes option pricing model.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting or trading restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock options.

9

AZTAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. The pro forma information for the periods ended April 3, 2003 and April 4, 2002 is as follows (in thousands except for net income per common share information):

	First Quarter
	2003	2002
Net income, as reported Deduct: Total stock-based employee   compensation expense determined under   the fair-value-based method of   accounting, net of income tax benefit Pro forma net income Net income per common share:   As reported   Pro forma Net income per common share assuming dilution:     As reported     Pro forma	$ 13,545      (708) $ 12,837  ========  $    .37  $    .35  $    .36  $    .34	$ 13,759      (752) $ 13,007  ========  $    .37  $    .35  $    .35  $    .33

Note 2: Acquisition and Prior Investments in and Advances to Unconsolidated
        Partnership

The Company's prior investment in unconsolidated partnership was a noncontrolling partnership interest of 50% in Tropicana Enterprises, a Nevada general partnership that owned the real property that the Company leased in the operation of the Las Vegas Tropicana. The Company used the equity method of accounting for this investment. On February 28, 2002, the Company purchased the 50% partnership interest in Tropicana Enterprises that it did not own. After credits, the Company paid $117,500,000. The source of funds for this purchase was cash on hand of $47,500,000 and $70,000,000 in borrowings under its revolving credit facility ("Revolver"). In addition, the Company assumed $48,921,000 of partnership debt ("Tropicana Enterprises Loan") that the Company was servicing through its rent payments. This purchase eliminates, after February 28, 2002, the Company's real estate rent expense at the Las Vegas Tropicana, which was $1,361,000 net of intercompany eliminations in the first quarter of 2002, and its equit y in unconsolidated partnership's loss, which was $458,000 in the first quarter of 2002. However, it increases depreciation and interest expenses and decreases interest income after February 28, 2002. As part of the acquisition, the Company acquired the 50% interest in the Tropicana trademark, an intangible asset with an indefinite life, that it did not already own as part of its interest in the partnership, at an allocated cost of $22,172,000 based upon an appraisal report.

Summarized operating results, prior to the acquisition, for the unconsolidated partnership for the period ended April 4, 2002 is as follows (in thousands):

	First Quarter     2002
Revenues Operating expenses Operating income Interest expense Net income	$  2,722        (473)   2,249        (253)   $  1,996    ========

10

AZTAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

The Company's share of the above operating results, after intercompany eliminations, is as follows (in thousands):

Equity in unconsolidated partnership's loss First Quarter
    2002     

$   (458)  

Note 3:  Las Vegas Tropicana Development

The Company is conducting feasibility studies to master-plan a potential development of the Las Vegas Tropicana site. The master plan envisions the creation of two separate but essentially equal and inter-connected sites. The north site would be developed by the Company. The south site would be held for future Company development, joint venture development, or sale for development by another party.

For development of a potential project on the north site, the Company plans to complete a detailed design development effort with construction documents and estimated construction costs by the end of the first quarter of 2004, after which time the Company will decide whether to proceed, whether to delay, or whether not to proceed at all with development of a project on the north site. The amount and timing of any future expenditure, and the extent of any impact on existing operations, will depend on the nature and timing of the development we ultimately undertake, if any. If we decide to abandon any facilities in the development process, we would have to conduct a review for impairment with a possible write-down and review their useful lives with a possible adjustment to depreciation and amortization expense. These reviews could result in adjustments that have a material adverse effect on our consolidated results of operations.

The net book value of the property and equipment used in the operation of the Las Vegas Tropicana, excluding land at a cost of $109,979,000, was $61,808,000 at April 3, 2003. The net book value of accounts receivable, inventories and prepaid expenses at the Las Vegas Tropicana was $7,355,000 at April 3, 2003. It is reasonably possible that the carrying value of some or all of these assets may change in the near term.

Note 4:  Long-term Debt

Long-term debt consists of the following (in thousands):

8 7/8% Senior Subordinated Notes Due 2007
9% Senior Subordinated Notes Due 2011
Revolver; floating rate, 3.2% at April 3, 2003;
    matures June 30, 2005
Term loan ("Term Loan"); floating rate, 3.8%
    at April 3, 2003; matures June 30, 2005
Tropicana Enterprises Loan; floating rate, 3.1%
    at April 3, 2003; matures June 30, 2005
Obligations under capital leases

Less current portion  April 3,  
   2003    

$235,000  
175,000  

43,600  

48,125  

44,407  
     296  
546,428  
  (5,095) 
$541,333  
========   January 2,
   2003    

$235,000  
175,000  

25,000  

48,250  

45,504  
     327  
529,081  
  (5,015) 
$524,066  
========  

11

AZTAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

Note 5:  Other Long-term Liabilities

Other long-term liabilities consist of the following (in thousands):

Deferred compensation and retirement plans
Deferred income
Las Vegas Boulevard beautification
    assessment

Less current portion  April 3,  
   2003    

$ 15,527  
2,720  

     334  
18,581  
    (882) 
$ 17,699  
========   January 2,
   2003    

$ 15,219  
2,783  

     348  
18,350  
    (870) 
$ 17,480  
========  

Note 6: Income Taxes

The Internal Revenue Service ("IRS") is examining the Company's income tax returns for the years 1994 through 1999 and has settled for all but two issues. The two issues involve the deductibility of certain complimentaries provided to customers and the deductibility of a portion of payments on certain liabilities related to the restructuring of Ramada Inc.(the "Restructuring"). In the fourth quarter of 2002, the Company settled these same two issues with the IRS for the years 1992 and 1993, resulting in a tax benefit of $1,041,000. The Company has estimated and provided for income taxes and interest in accordance with the IRS position. It is reasonably possible that these two issues for 1994 through 1999 could be favorably settled in the near term. The New Jersey Division of Taxation is examining the New Jersey income tax returns for the years 1995 through 1998. Management believes that adequate provision for income taxes and interest has been made in the financial statements.

The Company has received proposed assessments from the Indiana Department of Revenue ("IDR") in connection with the examination of the Company's Indiana income tax returns for the years 1996 through 2000. Those assessments are based on the IDR's position that the Company's gaming taxes that are based on gaming revenue are not deductible for Indiana income tax purposes. The Company filed a petition in Indiana Tax Court for the 1996 and 1997 tax years and oral arguments were heard in April 2001. The Company has filed a formal protest for the years 1998 through 2000. The Company believes that it has meritorious legal defense to those assessments and has not recorded an accrual for payment. It is reasonably possible that the Company's estimate may change in the near term. The amount involved, including the Company's estimate of interest, net of a federal income tax benefit assuming continuation through April 3, 2003, was approximately $9,700,000 at April 3, 2003.

12

AZTAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

Note 7: Earnings Per Share

Net income per common share excludes dilution and is computed by dividing income applicable to common shareholders by the weighted-average number of common shares outstanding. Net income per common share, assuming dilution, is computed based on the weighted-average number of common shares outstanding after consideration of the dilutive effect of stock options and the assumed conversion of the preferred stock at the stated rate.

The computations of net income per common share and net income per common share, assuming dilution, for the periods ended April 3, 2003 and April 4, 2002, are as follows (in thousands, except per share data):

	First Quarter
Net income Less: preferred stock dividends and losses on   redemption Income available to common shareholders Plus: income impact of assumed conversion of   dilutive preferred stock Income available to common shareholders plus   dilutive potential common shares Weighted-average common shares applicable to net   income per common share Effect of dilutive securities:   Stock option incremental shares   Assumed conversion of preferred stock Dilutive potential common shares Weighted-average common shares applicable to net   income per common share assuming dilution   Net income per common share   Net income per common share assuming dilution	2003    $ 13,545      (165) 13,380       110  $ 13,490  ========  36,189  668       583     1,251  37,440  ========  $    .37  ========  $    .36  ========	2002    $ 13,759      (259) 13,500       116  $ 13,616  ========  36,888  1,417       617     2,034  38,922  ========  $    .37  ========  $    .35  ========

Note 8: Contingencies and Commitments

The Company agreed to indemnify Ramada Inc. ("Ramada") against all monetary judgments in lawsuits pending against Ramada and its subsidiaries as of the conclusion of the Restructuring on December 20, 1989, as well as all related attorneys' fees and expenses not paid at that time, except for any judgments, fees or expenses accrued on the hotel business balance sheet and except for any unaccrued and unreserved aggregate amount up to $5,000,000 of judgments, fees or expenses related exclusively to the hotel business. Aztar is entitled to the benefit of any crossclaims or counterclaims related to such lawsuits and of any insurance proceeds received. There is no limit to the term or the maximum potential future payment under this indemnification. In addition, the Company agreed to indemnify Ramada for certain lease guarantees made by Ramada. The lease terms potentially extend through 2015 and Ramada guaranteed all ob ligations under these leases. The Company has

13

AZTAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

recourse against a subsequent purchaser of the operations covered by these leases. The estimated maximum potential amount of future payments the Company could be required to make under these indemnifications is $8,400,000 at April 3, 2003. In connection with these matters, the Company's accrued liability was $3,833,000 at both April 3, 2003 and January 2, 2003.

The Casino Reinvestment Development Authority ("CRDA") has issued bonds that are being serviced by its parking fee revenue. A series of these bonds are collateralized by a portion, $408,000 at April 3, 2003, of the Company's CRDA deposits. The portion that serves as collateral is a varying percentage of a portion of CRDA deposits that satisfy the Company's investment obligation based upon its New Jersey casino revenues. In the event that the CRDA's parking fees are insufficient to service its bonds, these deposits can be used for that purpose. To the extent the Company's CRDA deposits are used to service these bonds, the Company would receive credit against future investment obligations. The Company's CRDA deposits serve as collateral for a one-year period, after which they become available for eligible investments. This arrangement continues through 2013. The Company received a fee for this arrangement that is being amortized on a straight-line basis through 2013. The Company's estimate of the maximu m potential deposits that could be used to service CRDA bonds is $20,000,000 at April 3, 2003.

The Company is a party to various other claims, legal actions and complaints arising in the ordinary course of business or asserted by way of defense or counterclaim in actions filed by the Company. Management believes that its defenses are substantial in each of these matters and that the Company's legal posture can be successfully defended without material adverse effect on its consolidated financial position, results of operations or cash flows.

The Company has severance agreements with certain of its senior executives. Severance benefits range from a lump-sum cash payment equal to three times the sum of the executive's annual base salary and the average of the executive's annual bonuses awarded in the preceding three years plus payment of the value in the executive's outstanding stock options and vesting and distribution of any restricted stock to a lump-sum cash payment equal to the executive's annual base salary. In certain agreements, the termination must be as a result of a change in control of the Company. Based upon salary levels and stock options at April 3, 2003, the aggregate commitment under the severance agreements should all these executives be terminated was approximately $29,000,000 at April 3, 2003.

At April 3, 2003, the Company had commitments of approximately $131,000,000 for the Atlantic City Tropicana expansion project.

Item 2. Management's Discussion and Analysis

Financial Condition

During the first quarter of 2003, we repurchased 1,674,800 shares of common stock at an average price of $13.01 per share under a 4.0 million stock repurchase program authorized by our Board of Directors in 2002. At April 3, 2003, there remained authority to repurchase 2,042,000 shares of common stock under this program. Purchases under our stock repurchase program are made from time to time in the open market or privately negotiated transactions, depending upon market prices and other business factors.

We are conducting feasibility studies to master-plan a potential development of our Las Vegas site. The master plan envisions the creation of two separate but essentially equal and inter-connected 17-acre development sites. The north site would be developed by us. The south site would be held for our future development, joint venture development, or sale for development by another party. For development of a potential project on the north site, we plan to complete a detailed design development effort with construction documents and estimated construction costs by the end of the first quarter of 2004, after which time we will decide

14

AZTAR CORPORATION AND SUBSIDIARIES

whether to proceed, whether to delay, or whether not to proceed at all with development of a project on the north site. The amount and timing of any future expenditure, and the extent of any impact on existing operations, will depend on the nature and timing of the development we ultimately undertake, if any. If we decide to abandon any facilities in the development process, we would have to conduct a review for impairment with a possible write-down and review their useful lives with a possible adjustment to depreciation and amortization expense. These reviews could result in adjustments that have a material adverse effect on our results of operations.

We have received proposed assessments from the Indiana Department of Revenue in connection with the examination of our Indiana income tax returns for the years 1996 through 2000. Those assessments are based on the IDR's position that our gaming taxes that are based on gaming revenue are not deductible for Indiana income tax purposes. We filed a petition in Indiana Tax Court for the 1996 and 1997 tax years and oral arguments were heard in April 2001. We have filed a formal protest for the years 1998 through 2000. We believe that we have meritorious legal defense to those assessments and have not recorded an accrual for payment. It is reasonably possible that our estimate may change in the near term. The amount involved, including our estimate of interest, net of a federal income tax benefit assuming continuation through April 3, 2003, was approximately $9.7 million at April 3, 2003.

We have severance agreements with certain of our senior executives. Severance benefits range from a lump-sum cash payment equal to three times the sum of the executive's annual base salary and the average of the executive's annual bonuses awarded in the preceding three years plus payment of the value in the executive's outstanding stock options and vesting and distribution of any restricted stock to a lump-sum cash payment equal to the executive's annual base salary. In certain agreements, the termination must be as a result of a change in control of Aztar. Based upon salary levels and stock options at April 3, 2003, the aggregate commitment under the severance agreements should all these executives be terminated was approximately $29 million at April 3, 2003.

Effective January 3, 2003, we established the Aztar Corporation Nonqualified Retirement Plan Trust for the benefit of employees covered by one of our nonqualified defined benefit pension plans. We contributed $6.2 million to this trust on January 9, 2003. The funds in the trust continue to be assets of Aztar.

Effective January 3, 2003, our Board of Directors authorized the establishment of the Aztar Corporation Nonqualified Retirement Plan for Selected Senior Executives. This plan is unfunded. Our accrued liability for this plan was immaterial at April 3, 2003.

In April 2002, we commenced construction on a major expansion of our Tropicana Atlantic City. The cost of the expansion is targeted to be $225 million; we also anticipate providing $20 million of tenant allowances. Funds for the expansion will come in part from public sector subsidies, tax rebates and other credits, the present value of which could be up to $60 million. We are planning that the costs to be borne by us would be funded largely from our operating cash flow, with additional needs met by our revolving credit facility. During the first quarter of 2003, our purchases of property and equipment on an accrual basis, including capitalized interest of $1.5 million, were $20.5 million for this project and our expenditures for tenant allowances were $0.1 million.

At April 3, 2003, we had commitments of approximately $131 million for the Tropicana Atlantic City expansion project.

Contingency

In February 2003, the governor of New Jersey proposed increased taxes for the casino industry in order to reduce or eliminate an anticipated state budget deficit. His proposal is to increase the tax on casino revenue from 8% to 10%; impose the 6% sales tax on complimentary rooms, food and other items; and impose a 7% occupancy

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AZTAR CORPORATION AND SUBSIDIARIES

tax on hotel rooms statewide. It's not clear whether the hotel tax would apply to Atlantic City, which already has its own lodging taxes. The new budget must be approved before July 1, the start of the new fiscal year for the state.

Results of Operations

Quarter Ended April 3, 2003 Compared to Quarter Ended April 4, 2002

Our consolidated revenues in the first quarter of 2003 were $203.0 million, a 1% decrease from $206.0 million in the first quarter of 2002. The decrease in revenues was primarily related to a $3.1 million or 2% decrease in consolidated casino revenue due primarily to a decrease at Tropicana Atlantic City, partially offset by an increase at Casino Aztar Evansville. Our 2003 fiscal first quarter had severe winter weather, especially over the Presidents' Day weekend, which had a negative impact on our operations in Atlantic City.

Consolidated operating income was $31.7 million in the 2003 first quarter, down slightly from $32.1 million in the 2002 first quarter. Despite the war, the economy and severe winter weather, our business held up well in the first quarter of 2003. Consolidated property taxes and insurance were $1.4 million or 22% higher in the 2003 versus 2002 first quarter. Effective June 30, 2002, we renewed our property insurance and effective November 1, 2002, we renewed our excess general liability and directors and officers insurance. As a result of conditions in the insurance markets, our insurance costs increased substantially, reflecting increases at all properties. Property taxes increased at Tropicana Atlantic City. Consolidated rent expense was $2.2 million or 51% lower in the 2003 versus 2002 first quarter primarily due to decreased rent at Tropicana Las Vegas and Casino Aztar Evansville. As a result of our acquisition of the partnership interest in Tropicana Enterprises, we have eliminated, after February 28, 2002, our real estate rent expense at the Las Vegas Tropicana, which was $1.4 million prior to the acquisition, net of intercompany eliminations. In addition, the acquisition eliminated, after February 28, 2002, our equity in unconsolidated partnership's loss. Rent expense at Casino Aztar Evansville decreased $0.8 million in the 2003 versus 2002 first quarter primarily due to a decrease in rent relating to our riverboat landing lease. On December 27, 2002, we amended our riverboat landing lease agreement with the City of Evansville. We agreed to change a portion of our contingent rent into a fixed stated amount and to make it available to the city at their request. The City agreed to provide us with $1 of credit against our rent for each $2.50 of development capital expenditures that we make. Therefore, we are preparing plans for development in Evansville.

Consolidated interest expense was $9.6 million in the first quarter of 2003 compared with $10.4 million in the first quarter of 2002. The decrease in interest expense was primarily a result of an increase in capitalized interest relating to the Atlantic City Tropicana expansion, offset by a higher level of debt outstanding. Capitalized interest was $1.0 million higher in the 2003 versus 2002 first quarter.

Consolidated income taxes were $0.9 million or 11% higher in the first quarter of 2003 compared with the first quarter of 2002 primarily due to an increase in our effective state income tax rate. This rate increased primarily due to a New Jersey tax law change. On July 2, 2002, the State of New Jersey enacted the Business Tax Reform Act, which was retroactive to the beginning of 2002. The year-to-date effect of this tax legislation in 2002 was recorded in the second quarter of 2002.

TROPICANA ATLANTIC CITY Total revenues at Tropicana Atlantic City were $104.1 million in the 2003 first quarter, down 6% from $110.3 million in the 2002 first quarter. Severe winter weather, especially over the Presidents' Day weekend, contributed to the decline in Tropicana Atlantic City's revenues for the 2003 first quarter. Casino revenue was $5.8 million or 6% lower in the 2003 versus 2002 first quarter, primarily reflecting a 7% decrease in slot revenue combined with a 3% decrease in games revenue. The decline in games revenue was a result of a decrease in the volume of play.

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AZTAR CORPORATION AND SUBSIDIARIES

Tropicana Atlantic City had operating income of $17.8 million in the 2003 first quarter, a 13% decrease from $20.5 million in the 2002 first quarter. Consistent with the decrease in casino revenue, casino costs were 6% lower in the 2003 versus 2002 first quarter. Operating income is after depreciation and amortization of $7.3 million in the 2003 first quarter compared with $7.1 million in the 2002 first quarter.

TROPICANA LAS VEGAS At Tropicana Las Vegas, total revenues were $38.3 million in the first quarter of 2003, up 6% from $36.1 million in the first quarter of 2002. Operating income was $4.5 million in the 2003 first quarter, an 80% increase from $2.5 million in the 2002 first quarter. Rent expense was $0.1 million in the first quarter of 2003 compared with $1.5 million in the first quarter of 2002. As a result of our acquisition of the partnership interest in Tropicana Enterprises, we have eliminated, after February 28, 2002, our real estate rent expense at the Las Vegas Tropicana, which was $1.4 million prior to the acquisition, net of intercompany eliminations. Operating income is after depreciation and amortization of $1.7 million in both periods.

RAMADA EXPRESS At Ramada Express, total revenues were $24.4 million in the 2003 first quarter, down 3% from $25.1 million in the 2002 first quarter. Operating income was $5.1 million in the first quarter of 2003, a 14% decrease from $5.9 million in the first quarter of 2002. Operating income is after depreciation and amortization of $1.5 million in both periods.

CASINO AZTAR EVANSVILLE Total revenues at Casino Aztar Evansville were $30.2 million in the first quarter of 2003, up 8% from $27.9 million in the first quarter of 2002. Casino Aztar Evansville benefited from a change in the State of Indiana rules of operation permitting open boarding of casino patrons that went into effect August 1, 2002. Dockside gaming increased accessibility to our casino riverboat by eliminating cruising schedules. Casino revenue was $2.1 million or 9% higher in the 2003 versus 2002 first quarter due to a 12% increase in slot revenue.

Operating income was $7.8 million in the first quarter of 2003, a 26% increase from $6.2 million in the first quarter of 2002. Casino costs were $1.8 million or 22% higher in the 2003 versus 2002 first quarter. Casino costs were higher due to an increase in gaming taxes that are based on casino revenue and an increase in payroll costs. Other costs were $0.7 million lower in the 2003 versus 2002 first quarter due to a decrease in our admission tax. Our admission tax decreased as a result of dockside gaming. With dockside gaming, effective August 1, 2002, our admission tax became $3 per entry versus $3 per person per cruise. Rent expense was $1.1 million in the first quarter of 2003 compared with $1.9 million in the first quarter of 2002. Rent expense decreased as a result of a decrease in rent relating to our riverboat landing lease. On December 27, 2002, we amended our riverboat landing lease agreement with the City of Evansville. We agreed to change a portion of our contingent rent into a fixed sta ted amount and to make it available to the City at their request. The City agreed to provide us with $1 of credit against our rent for each $2.50 of development capital expenditures that we make. Therefore, we are preparing plans for development in Evansville. Operating income is after depreciation and amortization of $1.3 million in the 2003 first quarter compared with $1.5 million in last year's first quarter.

CASINO AZTAR CARUTHERSVILLE Total revenues at Casino Aztar Caruthersville were $6.0 million in the first quarter of 2003 compared with $6.6 million in the first quarter of 2002. Casino Aztar Caruthersville had operating income of $0.5 million in the first quarter of 2003 compared with $0.6 million in the first quarter of 2002. Operating income is after depreciation and amortization of $0.7 million in both periods.

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AZTAR CORPORATION AND SUBSIDIARIES

Labor

Tropicana Las Vegas continues to negotiate with the Culinary Workers Union for renewal of the collective bargaining agreement that expired on May 31, 2002, covering approximately 1,000 employees (approximately 50% of Tropicana's work force) who are employed as guest room attendants or in food and beverage and other hotel classifications. Tropicana has agreed in principle to the terms of an agreement reached between the union and other casino hotels in Las Vegas, and Tropicana has been paying the increases for health care and pension benefits provided for in that agreement. The issues that remain unresolved relate primarily to a possible redevelopment of Tropicana Las Vegas.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America that require us to make estimates and assumptions about the effects of matters that are inherently uncertain. These estimates and assumptions affect the reported amounts and disclosures in our consolidated financial statements. Of our accounting estimates, we believe the following may involve a higher degree of judgment and complexity.

Property and equipment - At April 3, 2003, we have property and equipment of $1.0 billion, representing 85% of our total assets. We depreciate the property and equipment on a straight-line basis over their estimated useful lives. The estimated useful lives are based on the nature of the assets as well as our current operating strategy. Future events, such as property expansions, property developments, new competition, new regulations and new taxes, could result in a change in the manner in which we are using certain assets requiring a change in the estimated useful lives of such assets. In assessing the recoverability of the carrying value of property and equipment if events and circumstance warrant such an assessment, we must make assumptions regarding estimated future cash flows and other factors. If these estimates or the related assumptions change, we may be required to record an impairment loss for these assets. Such an impairment loss would be recognized as a non-cash component of operating incom e. See the earlier discussion under "Financial Condition". The carrying value of the property and equipment used in the operation of the Tropicana Las Vegas, excluding land at $110 million, was $62 million at April 3, 2003.

Income tax liabilities - The Internal Revenue Service is examining the Company's income tax returns for the years 1994 through 1999 and has settled for all but two issues. The two issues involve the deductibility of certain complimentaries provided to customers and the deductibility of a portion of payments on certain liabilities related to the Restructuring. In the fourth quarter of 2002, we settled these same two issues with the IRS for the years 1992 and 1993 resulting in a tax benefit of $1,041,000. We have estimated and provided for income taxes and interest in accordance with the IRS position. It is reasonably possible that these two issues for 1994 through 1999 could be favorably settled in the near term. On July 2, 2002, the State of New Jersey enacted the Business Tax Reform Act, which was retroactive to the beginning of 2002. We have provided for New Jersey income taxes based on our best estimate of the effect of this new law. Certain provisions of the Act are subject to future rules and reg ulations and the discretion of the Director. We have received proposed assessments from the Indiana Department of Revenue in connection with the examination of the Company's Indiana income tax returns for the years 1996 through 2000. See the earlier discussion under "Financial Condition".

Ramada indemnification - We have agreed to indemnify Ramada against all monetary judgments in lawsuits pending against Ramada and its subsidiaries as of the conclusion of the Restructuring on December 20, 1989, as well as all related attorneys' fees and expenses not paid at that time, except for any judgments, fees or expenses accrued on the hotel business balance sheet and except for any unaccrued and unreserved aggregate amount up to $5,000,000 of judgments, fees or expenses related exclusively to the hotel business. Aztar is entitled to the benefit of any

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AZTAR CORPORATION AND SUBSIDIARIES

crossclaims or counterclaims related to such lawsuits and of any insurance proceeds received. There is no limit to the term or the maximum potential future payment under this indemnification. In addition, we agreed to indemnify Ramada for certain lease guarantees made by Ramada. The lease terms potentially extend through 2015 and Ramada guaranteed all obligations under these leases. We have recourse against a subsequent purchaser of the operations covered by these leases. The estimated maximum potential amount of future payments we could be required to make under these indemnifications is $8.4 million at April 3, 2003. In connection with these matters, our accrued liability was $3.8 million at both April 3, 2003 and January 2, 2003.

Stock Option Accounting

As permitted under generally accepted accounting principles, we have elected to follow Accounting Principles Board Opinion No. 25 entitled "Accounting for Stock Issued to Employees" and related Interpretations in accounting for our stock-based employee compensation arrangements because the alternative fair-value-based method of accounting provided for under Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 entitled "Accounting for Stock-Based Compensation" requires use of option valuation models that were not developed for use in valuing employee stock options. Under APB 25, because the exercise price of our stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized. Under SFAS 123, the estimated fair value of our stock options would be amortized to expense over their vesting period.

Pro forma information regarding net income and earnings per share as if we had accounted for our stock options under the fair-value-based method of accounting for the periods ended April 3, 2003 and April 4, 2002 is as follows (in millions except for net income per share information):

	First Quarter
	2003	2002
Net income, as reported Deduct: Total stock-based employee   compensation expense determined under   the fair-value-based method of   accounting, net of income tax benefit Pro forma net income Net income per common share:   As reported   Pro forma Net income per common share assuming dilution:     As reported     Pro forma	$   13.5      (0.7) $   12.8  ========  $    .37  $    .35  $    .36  $    .34	$   13.8      (0.8) $   13.0  ========  $    .37  $    .35  $    .35  $    .33

Private Securities Litigation Reform Act

Certain information included in Aztar's Form 10-K for the year ended January 2, 2003, this Form 10-Q and other materials filed or to be filed with, or furnished or to be furnished to the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by us including those made in Aztar's 2002 annual report) contains statements that are forward-looking. These include forward-looking statements relating to the following activities, among others: operation and expansion of existing properties, in particular the Atlantic City Tropicana, including future performance; development of the Las Vegas Tropicana and financing and/or concluding an arrangement with a partner for such development; other business development activities; stock repurchases; debt repayments; and use of derivatives. These forward-looking

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AZTAR CORPORATION AND SUBSIDIARIES

statements generally can be identified by phrases such as we "believe," "expect," "anticipate," "foresee," "forecast," "estimate," "target," or other words or phrases of similar import. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals are also forward-looking statements. Such forward-looking information involves important risks and uncertainties that could significantly affect results in the future and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by us or on our behalf. These risks and uncertainties include, but are not limited to, the following factors as well as other factors described from time to time in Aztar's reports filed with or furnished to the SEC: those factors relating to war and terrorist activities and other factors affecting discretionary consumer spending; business and economic conditions; the impact of new competition including the Borgata, which is scheduled to open in Atlantic City in summer 2003, and the effects of other competition, including locations of competitors and operating and marketing competition; our ability to complete the Tropicana Atlantic City expansion on budget and on time; the success of "The Quarter;" the ongoing benefit of dockside gaming in Indiana; our ability to execute our development plans in a timely and cost-effective manner; estimates of development costs and returns on development capital; construction and development factors, including zoning and other regulatory issues, environmental restrictions, soil conditions, weather, fire, flood and other natural hazards, site access matters, shortages of material and skilled labor, labor disputes and work stoppages, and engineering and equipment problems; factors affecting leverage and debt service, including sensitivity to fluctuation in interest rates; access to available and feasible financing; regulatory and licensing matters; third-party consents, approvals and representations, and relations w ith partners, owners, suppliers and other third parties; reliance on key personnel; the cyclical nature of the hotel business and the gaming business; the effects of weather; market prices of our common stock; litigation outcomes, judicial actions and legislative matters and referenda including the potential legalization of gaming in Maryland, New York and Pennsylvania, and taxation including potential tax increases in Indiana, Missouri, Nevada and New Jersey. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of April 3, 2003, there were no material changes to the information incorporated by reference in Item 7A of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 2003.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Within 90 days prior to the date of this report, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer concluded that the Company's disclosure controls and procedures were effective.

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AZTAR CORPORATION AND SUBSIDIARIES

Changes in Internal Controls

There have not been any significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. There were no significant deficiencies or material weaknesses, and therefore no corrective actions were taken.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In connection with Case No. CV-S-94-1126-DAE(RJJ)-BASE FILE (the "Poulos/Ahearn Case"), Case No. CV-S-95-00923-DWH(RJJ) (the "Schreier Case") and Case No. CV-S-95-936-LDG(RLH) (the "Cruise Ship Case"), (collectively, the "Consolidated Cases" as Case No. CV-S-94-1126-RLH(RJJ)), as reported under Part I, Item 3 of the Company's Form 10-K for the year ended January 2, 2003, the parties are in the process of briefing the matter in the Ninth Circuit.

Item 6. Exhibits and Reports on Form 8-K

(a)	Exhibits
	* 10.1	Aztar Corporation Nonqualified Retirement Plan for Selected Senior Executives (SERP) effective January 3, 2003.
	* 10.2	Amendment No. 1 to the Aztar Corporation Nonqualified Retirement Plan for Senior Executives, dated September 5, 1990, as approved by the Board of Directors of Aztar Corporation on February 26, 2003.
	99.	Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	*	Indicates a management contract or compensatory plan or arrangement.
(b)	Reports on Form 8-K
		On February 26, 2003, the Company filed a report on Form 8-K under Item 7. Financial Statements and Exhibits and under Item 9. Regulation FD Disclosure to file, as Exhibit 99, a publication on the Tropicana Atlantic City Expansion.
		On April 23, 2003, the Company filed a report on Form 8-K under Items 7., 9. and 12. to furnish a press release as Exhibit 99 announcing the Company's financial results for its first quarter ended April 3, 2003.

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AZTAR CORPORATION AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 6, 2003

AZTAR CORPORATION                           (Registrant)               ROBERT M. HADDOCK                         Robert M. Haddock     President and Chief Financial Officer

CERTIFICATIONS I, Paul E. Rubeli, the Chief Executive Officer of Aztar Corporation, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Aztar Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

22

AZTAR CORPORATION AND SUBSIDIARIES CERTIFICATIONS (Continued) 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: May 6, 2003	PAUL E. RUBELI                    Paul E. Rubeli     Chairman of the Board and     Chief Executive Officer
I, Robert M. Haddock, the Chief Financial Officer of Aztar Corporation, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Aztar Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

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AZTAR CORPORATION AND SUBSIDIARIES CERTIFICATIONS (Continued) b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 6, 2003

ROBERT M. HADDOCK                         Robert M. Haddock     President and Chief Financial Officer

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AZTAR CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX

Exhibit Number	Description
* 10.1	Aztar Corporation Nonqualified Retirement Plan for Selected Senior Executives (SERP) effective January 3, 2003.
* 10.2	Amendment No. 1 to the Aztar Corporation Nonqualified Retirement Plan for Senior Executives, dated September 5, 1990, as approved by the Board of Directors of Aztar Corporation on February 26, 2003.
99.	Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*	Indicates a management contract or compensatory plan or arrangement.

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EX-10

Exhibit 10.1

AZTAR CORPORATION

Nonqualified Retirement Plan for Selected Senior Executives

(SERP)

Effective January 3, 2003

January 3, 2003

Aztar Corporation

Nonqualified Retirement Plan for Selected

Senior Executives (SERP)

											Page
1.  Definitions				..................................................................................................................							1
2.  Eligibility			....................................................................................................................								2
3.  Retirement Benefits								.....................................................................................................			2
4.  Vesting	........................................................................................................................										4
5.  Time of Payment							........................................................................................................				4
6.  Change in Control of the Company									...........................................................................		5
7.  Legal Expenses						...........................................................................................................					8
8.  Funding		.......................................................................................................................									8
9.  Successors				..................................................................................................................							8
10. Nonalienability						...........................................................................................................					9
11. Miscellaneous					............................................................................................................						9
12. Claims Procedure; Plan Information										..........................................................................	10

- -ii-

Aztar Corporation

Nonqualified Retirement Plan for Selected Senior Executives (SERP)

In order to provide supplemental retirement benefits for certain executives of the Company, the Board of Directors of the Company has authorized the establishment of this Nonqualified Retirement Plan for Selected Senior Executives (the "Plan"), effective as of January 3, 2003 (the "Effective Date"), to provide as follows:

1.	Definitions
	Except as otherwise expressly provided herein, or as otherwise required by the context, the following terms, whenever used in capitalized form, shall have the same meanings set forth below: "Actuarial Equivalent" means a benefit having the same present value, using the Plan's interest assumption, as the benefit it replaces. The Plan's interest assumption will be six and one-half percent (6-1/2 %). "Base Pay" means the Participant's base salary from the Company (including sick pay and vacation pay), and shall not include bonuses and other incentive compensation. Base Pay will be calculated without regard to any salary reduction arrangement described in Code Section 125, 132(f)(4) or 401(k) in which the Participant participates and which is maintained by the Company. "Board" means the Board of Directors of the Company. "Code" means the Internal Revenue Code of 1986, as amended. "Company" means Aztar Corporation, a Delaware corporation, and any successor thereto. "Compensation Committee" means the Compensation and Stock Option Committee of the Board. "Entry Date" means the date the Compensation Committee designates an employee to be a Participant in the Plan. "Final Average Compensation" means an amount equal to one-sixtieth (1/60th) of the aggregate Base Pay paid to a Participant for the 60 calendar months immediately preceding such Participant's Termination. "Month of Benefit Service" means a Month of Service, beginning on the later of
	(a)	the Participant's 55th birthday, or
	(b)	the date the Participant completes one hundred twenty (120) Months of Service.

- -1-

	Months of Benefit Service will not include any period after the Participant's Normal Retirement Date. "Month of Service" means each calendar month, or fraction of a month, beginning on the Participant's date of hire with the Company, during which a Participant is credited with service for the Company. If the Participant is not employed with the Company for an entire calendar month, he or she shall receive credit for such fractional month of employment at the rate of one-thirtieth (1/30th) of a Month of Service for each day of employment with the Company in such month. "Normal Retirement Date" means the first day of the month coinciding with or next following the Participant's 65th birthday. "Participant" means any employee who meets the requirements for participation set forth in Section 2 hereof, or any former employee who has a vested benefit under this Plan. "Spouse" means (1) the spouse of a Participant on his or her Entry Date, provided that the marital status of such Participant has not changed during the period from such Entry Date until the death of the Participant, or (2) any subsequent spouse of the Participant whom the Compensation Committee, in its sole discretion, may approve prior to the date of the Participant's death. "Termination" means termination of a Participant's employment with the Company (or any subsidiary or affiliate of the Company) for any reason.
2.	Eligibility
	An executive officer of the Company shall become a Participant in the Plan on his or her Entry Date, provided all of the following eligibility conditions are met.
	(a)	The executive officer is designated as a Participant by the Compensation Committee, as evidenced by the Committee's minutes.
	(b)	The executive officer has attained at least age 55.
	(c)	The executive officer has completed at least one hundred twenty (120) Months of Service.
3.	Retirement Benefits
	(a)	If a Participant's retirement benefit hereunder becomes payable on or after his Normal Retirement Date, he or she shall be entitled to receive a retirement benefit of 120 monthly installments.

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	(i)	If the Participant has earned at least one hundred twenty (120) Months of Benefit Service, each monthly installment will be equal to thirty-five percent (35%)of the Participant's Final Average Compensation.
	(ii)	If a Participant has not earned at least one hundred twenty (120) Months of Benefit Service, each monthly installment will be calculated as in (i) above, except that the monthly installment will be multiplied by a fraction, the numerator of which is the Participant's Months of Benefit Service and the denominator of which is 120.
(b)	Commencement On or After Age 60, but Before Normal Retirement Date:
	If a Participant's retirement benefit hereunder commences on or after the date on which the Participant attains age 60, but before his or her Normal Retirement Date, he or she shall be entitled to receive an early retirement benefit of 120 monthly installments. Each monthly installment will be equal to the installment calculated as in Section 3(a) above, reduced by 0.41667% per month for each month that the Participant's benefit commencement date precedes the Participant's Normal Retirement Date.
(c)	Termination Before Age 60:
	A Participant who terminates employment with the Company prior to the date on which he or she attains age 60 shall not be entitled to commence receiving retirement benefits under the Plan until the date he or she attains age 60 (except as otherwise provided in Section 6 hereof).
(d)	Pre-Retirement Death Benefit:
	(i)	Death prior to age 60
		If a Participant dies prior to age 60, and before benefits have commenced, the Participant's surviving Spouse will be entitled to receive a benefit which is the Actuarial Equivalent of the benefit which would have been payable to the Participant, based on the Participant's Final Average Compensation and Months of Benefit Service determined as of the Participant's date of death, but commencing on the Participant's Normal Retirement Date. The benefit will be payable to the surviving Spouse commencing as of the first day of the month next following the Participant's death, and will be payable in 120 equal monthly installments. If the Spouse dies before all monthly installments have been paid, the Actuarial Equivalent of the unpaid installments will be paid in a single lump sum to the Spouse's estate.

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			If the Participant has no surviving Spouse on the Participant's date of death, the Actuarial Equivalent of the benefit which would have been payable to the Participant's surviving Spouse will be paid in a single lump sum to the Participant's estate.
		(ii)	Death after attainment of age 60
			If the Participant dies after attainment of age 60, and before benefits have commenced, the Participant's surviving Spouse will be entitled to receive 120 equal monthly installments. The 120 monthly installments will commence as of the first day of the month next following the Participant's death, and will be equal to the monthly installments which would have been payable to the Participant had the Participant's benefit commenced immediately before the Participant's death. If the Spouse dies before all monthly installments have been paid, the Actuarial Equivalent of the remaining unpaid installments will be paid in a single lump sum to the Spouse's estate. If the Participant has no surviving Spouse on the Participant's date of death, the Actuarial Equivalent of the benefit which would have been payable to the Participant's surviving Spouse will be paid in a single lump sum to the Participant's estate.
	(e)	Post-Retirement Death Benefit
		If a Participant dies after benefits have commenced but before all installments have been paid, monthly installments will continue to the Participant's surviving Spouse until the total of installments paid to the Participant and the Spouse equal 120. If the Spouse dies before all installments have been paid, the Actuarial Equivalent of the unpaid installments will be paid in a single lump sum to the Spouse's estate. If the Participant has no surviving Spouse on the Participant's date of death, the Actuarial Equivalent of any unpaid installments will be paid in a single lump sum to the Participant's estate.
4.	Vesting
	A Participant shall at all times have a 100% vested interest in his or her retirement benefit.
5.	Time of Payment
	Retirement benefits shall commence on the first day of the calendar month coinciding with or next following a Participant's Termination, or on the first day of the calendar month coinciding with or next following the date the Participant attains age 60, whichever is later.

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6.	Change in Control of the Company
	(a)	Notwithstanding any other provision of this Plan, in the event of a "Change in Control of the Company" (as defined below), if this Plan shall be terminated within three years after such Change in Control of the Company, then each Participant as of the date of Plan termination shall have a vested right to receive, upon Termination, a retirement benefit which is not less than his or her retirement benefit determined as of the date immediately preceding the Change in Control of the Company (in accordance with the terms of the Plan in effect as of such date); provided, however, that for purposes of the Plan, including without limitation for purposes of computing the percentages set forth in Section 3(b) hereof, each Participant shall be deemed to have earned one hundred twenty (120) Months of Service as of the date immediately preceding the Change in Control of the Company.
	(b)	Notwithstanding any other provision of this Plan, upon the occurrence of a Change in Control of the Company (as defined below), (i) if a Participant voluntarily terminates his or her employment with the Company for any reason during the 180 day period commencing on the date the Change in Control of the Company is deemed to occur, or (ii) if during the three-year period following a Change in Control of the Company the Termination of a Participant otherwise occurs, unless such Termination under this clause (ii) is (A) because of the Participant's death or Disability (as defined below), (B) by the Company for Cause (as defined below) or (C) by the Participant other than for Good Reason (as defined below) (each such Termination of a Participant pursuant to clauses (i) and (ii) being hereinafter referred to as a "Qualifying Termination"), the Company shall pay to the Participant, no later than the fifth day following the date of the Participant's Qualifying Termination, a single lump sum amount equal to the Actuarial Equivalent of the Participant's retirement benefit, determined as of the date of the Qualifying Termination. For this purpose, (x) it shall be assumed that a Participant's retirement benefit hereunder would otherwise commence at the earliest possible benefit commencement date under this Plan, and (y) solely for purposes of determining Final Average Compensation, it shall be assumed that the date of Termination for purposes of Section 3 is the date of the Change in Control of the Company if such date yields a higher total Final Average Compensation than does the date of the Qualifying Termination. In the case of any surviving Spouse who is receiving benefits under the Plan on the date a Change in Control of the Company is deemed to occur, such surviving Spouse shall receive the single lump sum Actuarial Equivalent of the remaining benefit, payable in cash no later than the fifth day following the Change in Control of the Company.
	(c)	Notwithstanding any other provision of this Plan, upon the occurrence of a Change in Control of the Company (as defined below), with respect to each then former employee of the Company who (i) on the date of his or her Termination was a Participant, and (ii) on the date of the occurrence of such Change in Control shall not have received a complete distribution of his or her retirement benefit (whether or not such retirement benefit is then payable), and with respect to any surviving Spouse

- -5-

	receiving a benefit under the Plan, the Company shall pay, no later than the fifth day following the occurrence of such Change in Control of the Company, a single lump sum amount equal to the Actuarial Equivalent of the undistributed portion of the Participant's (or surviving Spouse's) retirement benefit, determined as of the date of such Change in Control of the Company. For purposes of the preceding sentence, Actuarial Equivalent shall be determined in accordance with the provisions, to the extent applicable, of the penultimate sentence of Section 6(b) hereof.
(d)	For purposes of the Plan, a "Change in Control of the Company" shall be deemed to have occurred if (i) any "person" (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than the Company, any person who on the date hereof is a director or officer of the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule l3d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new dir ector (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i) or (iii) of this Section) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such survivi ng entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets.
(e)	As used herein, the term "Disability" shall mean, as a result of a Participant's incapacity due to physical or mental illness, his or her absence from the full-time performance of his or her duties with the Company for six (6) consecutive months, and his or her failure to return to the full-time performance of his or her duties within thirty (30) days after written notice of termination is given.
(f)	As used herein, the term "Cause" shall mean an act or acts of dishonesty resulting in the conviction of the Participant of a felony under the laws of the United States or any State thereof and resulting directly in gain or personal enrichment at the expense

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	of the Company. Notwithstanding the foregoing, a termination for Cause shall not be deemed to have occurred unless and until there shall have been delivered to the Participant a copy of a resolution 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 called and held for such purpose (after reasonable notice to the Participant and an opportunity for him or her, together with his or her counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Participant was guilty of conduct set forth above in this Section 6(f)and specifying the particulars thereof in detail.
(g)	As used herein, the term "Good Reason" shall mean, without the express written consent of the Participant, the occurrence after a Change in Control of the Company of any of the following circumstances unless, in the case of paragraph (i), (v) or (vi), such circumstances are fully corrected prior to the date of termination specified in a notice of termination given in respect thereof.
	(i)	the assignment to the Participant of any duties inconsistent with the position he or she held in the Company immediately prior to the Change in Control of the Company, or a significant adverse alteration in the nature or status of his or her responsibilities from those in effect immediately prior to such change;
	(ii)	a reduction by the Company in the Participant's annual base salary, or a reduction by the Company in the Participant's total compensation, as in effect on the Effective Date or as the same may be increased from time to time;
	(iii)	the relocation of the Company's principal executive offices to a location outside the Phoenix Metropolitan Area (or, if different, the metropolitan area in which such offices are located immediately prior to the Change in Control of the Company) or the Company's requiring the Participant to be based anywhere other than the Company's principal executive offices except for required travel on the Company's business to an extent substantially consistent with the Participant's present business travel obligations;
	(iv)	the failure by the Company to pay to the Participant any portion of his current compensation within seven (7) days of the date such compensation is due;
	(v)	the failure by the Company to continue in effect any compensation plan in which the Participant participates immediately prior to the Change in Control of the Company which is material to the Participant's total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Participant's 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 the Participant's participation relative to other participants, as existed at the time of the Change in Control of the Company; or

- -7-

		(vi)	the failure by the Company to continue to provide the Participant with benefits substantially similar to those enjoyed by him under any of the Company's life insurance, medical, health and accident, or disability plans in which he or she were participating at the time of the Change in Control of the Company, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Participant of any material fringe benefit enjoyed by him or her at the time of the Change in Control of the Company, or the failure by the Company to provide the Participant with the number of paid vacation days to which he or she is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect at the time of the Change in Control of the Company;
	A Participant's right to terminate his or her employment for Good Reason shall not be affected by the Participant's incapacity due to physical or mental illness. The Participant's continued employment shall not constitute consent to, or a waiver of rights with respect to any act or failure to act, constituting Good Reason hereunder.
7.	Legal Expenses
	Following a Change in Control of the Company, the Company shall pay or reimburse a Participant or, if applicable, his or her surviving Spouse, for all fees and disbursements of counsel, if any, incurred by the Participant or surviving Spouse in seeking to obtain or enforce any right or benefit provided by this Plan.
8.	Funding
	The Company shall not be required to fund retirement benefits hereunder. The obligations incurred by the Company hereunder may be satisfied only out of its general corporate assets, and satisfaction of such obligations shall be subject to any claims of the Company's other creditors having priority as to the Company's assets. Nothing contained herein, and no action taken pursuant to the provisions hereof, shall create or be construed to create a trust of any kind or a fiduciary relationship between the Company, any Participant or any other person.
9.	Successors
	The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume the Company's obligations hereunder in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. As used in the Plan, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which

-8-

	executes and delivers the agreement provided for in this Section 9 or which otherwise becomes bound by all the terms and provisions of the Plan by operation of law.
10.	Nonalienability
	Except for the withholding of any tax under the laws of the United States or any state or locality, no retirement benefit payable at any time hereunder shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment or other legal process or encumbrance of any kind. Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such retirement benefit, whether currently or hereafter payable, shall be void. Except as otherwise specifically provided by law, no retirement benefit shall in any manner be liable for or subject to the debts or liabilities of any Participant or any other person entitled to such benefits.
11.	Miscellaneous
	(a)	This Plan shall not be construed as providing any Participant with the right to be retained in the Company's employ or to receive any benefit not specifically provided hereunder.
	(b)	Nothing contained herein shall exclude or in any manner modify or otherwise affect any existing or future rights of any Participant to participate in and receive the benefits of any compensation, bonus, pension, life insurance, medical and hospitalization insurance or other employee benefit plan or program to which he or she otherwise might be or become entitled as an employee of the Company.
	(c)	This Plan shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to its conflicts of law principles. If the Company shall find that any Participant is unable to care for his or her affairs because of illness or accident, any retirement benefit payment due hereunder (unless a prior claim therefore shall have been made by a duly appointed guardian, committee, or other legal representative) may be paid to such Participant's spouse, child, brother or sister, or to any person deemed by the Company to have incurred expense for such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liabilities of the Company hereunder.
	(d)	The Company shall have the right, at any time and from time to time, to amend in whole or in part, or to terminate any of the provisions of this Plan, and such amendment or termination shall be binding upon all Participants and parties in interest; provided, however, that no such amendment or termination shall impair any rights which have accrued to Participants hereunder to the date of such amendment or termination. Notwithstanding anything to the contrary contained herein, during the period that Section 6 hereof is in effect, the Plan may not be amended in any manner that would adversely affect the rights of any Participant thereunder.

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12.	Claims Procedure; Plan Information
(a) CLAIMS PROCEDURES . Any controversy or claim arising out of or relating to this Plan shall be filed with the Compensation and Stock Option Committee of the Board (the "Committee"), 2390 East Camelback Road, Suite 400, Phoenix, Arizona 85016, Attention: Secretary. The Committee shall make all determinations concerning such claim. Any decision by the Committee denying such claim shall be in writing and shall be delivered to all parties in interest by first class mail with postage prepaid to the last known address. Such decision shall set forth the reasons for denial in plain language. Pertinent provisions of the Plan shall be cited and, where appropriate, an explanation as to how the claimant can perfect the claim will be provided. This notice of denial of benefits will be provided within 90 days of the Committee's receipt of the claimant's claim for benefits. If the Committee fails to notify the claimant o f its decision regarding the claim, the claim shall he considered denied, and the claimant shall then be permitted to proceed with the appeal as provided in this Section. If the Committee determines that an extension of time for processing is required, written notice of the extension shall be furnished prior to termination of the initial 90 day period. In no event shall the extension period exceed 90 days from the end of such initial period.         A claimant who has been completely or partially denied a benefit shall be entitled to appeal this denial of his/her claim by filing a written statement of his/her position with the Committee no later than sixty (60) days after receipt of the written notification of such claim denial. The Committee shall schedule an opportunity for a full and fair review of the issue within thirty (30) days of receipt of the appeal. The decision on review shall set forth specific reasons for the decision, and shall cite specific references to the pertinent Plan provisions on which the decision is based. The claimant shall be provided reasonable access to, and copies of all documents, records, and other information relevant to the benefits claim, upon request and free of charge. A document, record, or other information is relevant if it was relied upon in making the benefit determination, it was submitted, considered, or generated in making the benefit determination even if not r elied upon, or it demonstrates compliance with the administrative processes and safeguards designed to ensure and to verify that benefits determinations were made in accordance with Plan documents and that Plan provisions were applied consistently.         Following the review of any additional information submitted by the claimant, either through the hearing process or otherwise, the Committee shall render a decision on the review of the denied claim in the following manner:
		(i)	The Committee shall make its decision regarding the merits of the denied claim within 60 days following receipt of the request for review (or within 120 days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). The Committee shall deliver the decision to the claimant in writing. If an extension of time for reviewing the appealed claim is

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	required because of special circumstances, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension. If the decision on review is not furnished within the prescribed time, the claim shall be deemed denied on review.
(b) The decision on review shall set forth specific reasons for the decision, and shall cite specific references to the pertinent Plan provisions on which the decision is based.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized officers and its corporate seal to be hereunto affixed this 15thday of April, 2003, to be effective as of January 3, 2003.
		AZTAR CORPORATION By    ROBERT M. HADDOCK                       Title: President and Chief Financial Officer APPROVED By    GORDON M. BURNS                          Chairman, Compensation and Stock Option Committee

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EX-10

EXHIBIT 10.2

Amendment Number 1 to the Aztar Corporation Nonqualified Retirement Plan for Senior Executives dated September 5, 1990. The following Amendment was approved by the Board of Directors of Aztar Corporation on February 26, 2003.


                NOW, THEREFORE, BE IT RESOLVED, that, effective as of January 1, 2002, pursuant to the 29 C.F.R. 2520.102-3 issued by the U.S. Department of Labor, the Aztar Plan is hereby amended by adding the following new section:

"12.      Claims Procedure; Plan Information

          (a) CLAIMS PROCEDURES. Any controversy or claim arising out of or relating to this Plan shall be filed with the Compensation and Stock Option Committee of the Board (the "Committee"), 2390 East Camelback Road, Suite 400, Phoenix, Arizona 85016, Attention: Secretary. The Committee shall make all determinations concerning such claim. Any decision by the Committee denying such claim shall be in writing and shall be delivered to all parties in interest by first class mail with postage prepaid to the last known address. Such decision shall set forth the reasons for denial in plain language. Pertinent provisions of the Plan shall be cited and, where appropriate, an explanation as to how the claimant can perfect the claim will be provided. This notice of denial of benefits will be provided within 90 days of the Committee's receipt of the claimant's claim for benefits. If the Committee fails to notify the claimant of its decision reg arding the claim, the claim shall be considered denied, and the claimant shall then be permitted to proceed with the appeal as provided in this Section. If the Committee determines that an extension of time for processing is required, written notice of the extension shall be furnished prior to termination of the initial 90 day period. In no event shall the extension period exceed 90 days from the end of such initial period.

          A claimant who has been completely or partially denied a benefit shall be entitled to appeal this denial of his/her claim by filing a written statement of his/her position with the Committee no later than sixty (60) days after receipt of the written notification of such claim denial. The Committee shall schedule an opportunity for a full and fair review of the issue within thirty (30) days of receipt of the appeal. The decision on review shall set forth specific reasons for the decision, and shall cite specific references to the pertinent Plan provisions on which the decision is based. The claimant shall be provided reasonable access to, and copies of all documents, records, and other information relevant to the benefits claim, upon request and free of charge. A document, record, or other information is relevant if it was relied upon in making the benefit determination, it was submitted, considered, or generated in making the benefit determination even if not relied upon, or it demonstrates compliance with the administrative processes and safeguards designed to ensure and to verify that benefits determinations were made in accordance with Plan documents and that Plan provisions were applied consistently.





          Following the review of any additional information submitted by the claimant, either through the hearing process or otherwise, the Committee shall render a decision on the review of the denied claim in the following manner:

(i) The Committee shall make its decision regarding the merits of the denied claim within 60 days following receipt of the request for review (or within 120 days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). The Committee shall deliver the decision to the claimant in writing. If an extension of time for reviewing the appealed claim is required because of special circumstances, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension. If the decision on review is not furnished within the prescribed time, the claim shall be deemed denied on review.

          (b) The decision on review shall set forth specific reasons for the decision, and shall cite specific references to the pertinent Plan provisions on which the decision is based.

EX-99

EXHIBIT 99

Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Aztar Corporation (the "Company") for the quarterly period ended April 3, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Paul E. Rubeli, as Chief Executive Officer of the Company, and Robert M. Haddock, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

     (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.






PAUL E. RUBELI                 
Name:  Paul E. Rubeli
Title: Chairman of the Board and
       Chief Executive Officer
Date:  May 6, 2003






ROBERT M. HADDOCK              
Name:  Robert M. Haddock
Title: President and
       Chief Financial Officer
Date:  May 6, 2003

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to Aztar Corporation and will be retained by Aztar Corporation and furnished to the Securities and Exchange Commission or its staff upon request.