SECOND AMENDMENT TO AMENDED AND RESTATED DEFERRED COMPENSATION PLAN

Exhibit 10.16

SECOND AMENDMENT TO

AMENDED AND RESTATED DEFERRED COMPENSATION PLAN

THIS SECOND AMENDMENT TO AMENDED AND RESTATED DEFERRED COMPENSATION PLAN (this “ Second Amendment ”) is made and entered into as of the 7 ^th day of November, 2007, by STATION CASINOS, INC., a Nevada corporation, with its principal offices located at 1505 South Pavilion Center Drive, Las Vegas, Nevada  89135 (the “ Company ”).

WHEREAS , the Company adopted a Amended and Restated Deferred Compensation Plan, effective as of January 1, 2001 (the “ Plan ”); and

WHEREAS , the Company now desires to amend the Plan as provided herein.

NOW, THEREFORE, effective as of November 7, 2007, the Plan is amended as follows:

1.             Section 2(d) of the Plan is hereby amended in full to read as follows:

                “(d)         “ Change in Control ” shall mean the following:  (A) prior to the occurrence of an Initial Public Offering, the consummation of any transaction (including, without limitation, any merger or consolidation) as a result of which any “person” or “group” (in each case, as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than any Member of Fertitta Colony Partners LLC, a Nevada limited liability company (“Parent”) who is an Existing Equity Holder or Permitted Transferee  of such a Member of Parent, or an Affiliate thereof, becomes the “beneficial owner” (as such term is defined in rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the total issued and outstanding Class A Units and Class B Units of Parent; (B) after the occurrence of an Initial Public Offering, the consummation of any transaction (including, without limitation, any merger or consolidation) as a result of which any person or group, other than a Member of Parent who is an Existing Equity Holder or Permitted Transferee of such a Member of Parent, or any Affiliate thereof, becomes the beneficial owner of more than thirty-five percent (35%) of the total issued and outstanding shares of Voting Stock of the IPO Corporation; or (C) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series of related transactions, of more than fifty percent (50%) (as measured by fair market value at the time of transfer) of the assets of the Company to any person (other than the Company or a Company subsidiary), other than (x) any Member of