8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)     February 28, 2005
AZTAR CORPORATION(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation)			1-5440 (Commission File Number)		86-0636534 (I.R.S. Employer Identification Number)
2390 East Camelback Road, Suite 400, Phoenix, Arizona (Address of principal executive offices)				85016 (Zip Code)
Registrant's telephone number, including area code  (602) 381-4100
Not Applicable (Former name or former address, if changed since last report)
	Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
	[ ]   [ ]   [ ]   [ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01.	Entry into a Material Definitive Agreement
	(a)	On February 28, 2005, the Company, as part of Paul E. Rubeli's retirement arrangements (Mr. Rubeli retired as Chairman of the Board and Chief Executive Officer on March 1, 2005), entered into a one-year Noncompete Agreement with Mr. Rubeli. On February 28, 2005, the Company, as part of Paul E. Rubeli's retirement arrangements, entered into a 409A Indemnification Agreement with Mr. Rubeli, which indemnifies him if he incurs any taxes under Section 409A of the Internal Revenue Code with respect to amounts paid or to be paid to him under the Aztar Corporation Nonqualified Retirement Plan for Senior Executives and pursuant to his individual deferred compensation agreement with the Company.
ITEM 9.01.	Financial Statements and Exhibits
	(c)	Exhibits:
		10.1	Noncompete Agreement between Aztar Corporation and Paul E. Rubeli dated February 28, 2005.
		10.2	409A Indemnification Agreement between Aztar Corporation and Paul E. Rubeli dated February 28, 2005.

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 hereunto duly authorized.

AZTAR CORPORATION



N.W. ARMSTRONG, JR.         
Nelson W. Armstrong, Jr.
Vice President, Administration
and Secretary

Date:  March 1, 2005

EXHIBIT INDEX

Exhibit Number	Description
10.1	Noncompete Agreement between Aztar Corporation and Paul E. Rubeli dated February 28, 2005.
10.2	409A Indemnification Agreement between Aztar Corporation and Paul E. Rubeli dated February 28, 2005.

2

EX-10

EXHIBIT 10.1

February 28, 2005


Paul E. Rubeli
Chairman of the Board and CEO
Aztar Corporation
2390 E. Camelback Road, Suite 400
Phoenix, Arizona 85016

Dear Paul:

                         In connection with your retirement from the position of Chairman of the Board and Chief Executive Officer ("CEO") of Aztar Corporation (the "Company") on March 1, 2005 (the "Retirement Date") and pursuant to Section 3(e) of the Aztar Corporation NonQualified Retirement Plan for Senior Executives Effective January 1, 1990, you have elected, and the Company has agreed to provide you with, a single lump sum distribution of your retirement benefit. In consideration of the foregoing, you have agreed to enter into a noncompetition agreement with the Company. This letter sets forth the agreement that has been reached between you and the Company concerning the aforementioned noncompetition agreement (this "Agreement").

                        1.         You acknowledge and agree that you possess confidential and proprietary information regarding the Company and its business. Such confidential and proprietary information includes, but is not limited to: financial data, strategic or financial plans, business plans, proprietary project information, marketing plans, future transactions (regardless of whether or not such transactions are executed), customer lists, employee lists, employees' salary and other compensation, and other proprietary and confidential information of the Company, which is not publicly available.

                        2.         You agree that for a period of twelve (12) months following the Retirement Date, you shall not engage in "Competition" with the Company. For purposes of this Agreement, Competition shall mean engaging in, or otherwise directly or indirectly being employed by, acting as a consultant to, or serving on the board of, or being a director, officer, employee, principal, agent, stockholder, member, owner or partner of, or permitting your name to be used in connection with, whether or not for compensation, the activities of any other business or organization which engages in the gaming industry anywhere in North America; provided, however, that it shall not be a violation of this Agreement for you to become the registered or beneficial owner of up to two percent (2.0%) of any class of the capital stock of a competing corporation registered under the Securities Exchange Act of 1934, provided that you do not actively participate in the business of such corporation, including, without limitation, holding a position on the board of such corporation, until such time as this covenant expires.

                        3.         You recognize that a breach or threatened breach by you of any of the provisions of this Agreement will cause the Company irreparable injury. You therefore agree that the Company shall be entitled, in addition to any other right or remedy, to a temporary, preliminary and permanent injunction, without the necessity of proving the inadequacy of monetary damages or the posting of any bond or security, enjoining or restraining you from any such violation or threatened violation.

                        4.         In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby. Moreover, if any of the provisions of this Agreement shall be for any reason held to be excessively broad as to duration, geographic scope, activity or subject, such provisions will be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with applicable law.

                        5.         This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral, of every kind and nature between the parties with respect to the subject matter hereof. This Agreement may not be changed or modified except by an agreement in writing, signed by the parties hereto.

                        6.          This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law rules.

7.You hereby consent to jurisdiction of the state and federal courts located in Arizona with respect to all matters arising out of or related to this Agreement.

                        Please sign below to acknowledge that you voluntarily agree to the terms and conditions set forth herein and return this Agreement to me.


Very truly yours,


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


Acknowledged and Agreed to:


PAUL E. RUBELI                           
Paul E. Rubeli
Date:  February 28, 2005                   

2

EX-10

EXHIBIT 10.2

February 28, 2005

Mr. Paul E. Rubeli
Chairman of the Board and CEO
Aztar Corporation
2390 E. Camelback Road
Suite 400
Phoenix, Arizona 85016

Re:     409A Indemnification

Mr. Rubeli,

                        This Letter Agreement confirms the understanding between you and Aztar Corporation (the "Company") that, in the event that you incur any tax (the "409A Tax") under Section 409A of the Internal Revenue Code with respect to amounts paid or to be paid to you under the Aztar Corporation Nonqualified Retirement Plan for Senior Executives ("Plan IV") and pursuant to your individual deferred compensation agreement with the Company, dated December 1, 1983 (the "Deferred Compensation Agreement"), the Company shall pay to you an additional amount (the "Gross-Up Payment") such that the net amount of the Gross-Up payment retained by you, after payment of all applicable taxes thereon, will be equal to the amount of such 409A Tax.

                        The indemnification provided to you pursuant to this Letter Agreement is contingent upon (i) your receiving payments under Plan IV in a lump sum that does not include benefits for your service in 2005 and (ii) your benefits under the Deferred Compensation Agreement being paid to you according to the schedule previously provided to you by the Company.

                        If you are in agreement with the foregoing, please execute this Letter Agreement as provided below and return one copy to Robert Haddock at the Company.

AZTAR CORPORATION

ROBERT M. HADDOCK                            
By:  Robert M. Haddock
Title: President and Chief Financial Officer

ACKNOWLEDGED AND AGREED:


PAUL E. RUBELI                    February 28, 2005  
Paul E. Rubeli                            Date