EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“ Agreement ”) is made and entered into as of the 5th day of May 2009, by and between WYNN LAS VEGAS, LLC (“ Employer ”) and SCOTT PETERSON (“ Employee ”).

WHEREAS, Employer is a limited liability company duly organized and existing under the laws of the State of Nevada, maintains its principal place of business at 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109, and is engaged in the business of developing, owning and operating a casino resort at such place of business; and,

WHEREAS , Employee is a party to that certain Employment Agreement dated as of June 27,2005, as amended (the “ Prior Employment Agreement ”) with Worldwide Wynn, LLC (“ WWW ”), a affiliate of Employer;

WHEREAS , Employee and WWW have agreed to terminate the Prior Employment Agreement in order to permit Employer and Employee to enter into this Agreement;

WHEREAS, in furtherance of its business, Employer has need of qualified, experienced personnel;

WHEREAS, Employee is an adult individual residing in Clark County, Nevada;

WHEREAS, Employee has represented and warranted to Employer that Employee possesses sufficient qualifications and expertise in order to fulfill the terms of the employment stated in this Agreement; and,

WHEREAS, Employer is willing to employ Employee, and Employee is desirous of accepting employment from Employer under the terms and pursuant to the conditions set forth herein.

NOW, THEREFORE, for and in consideration of the foregoing recitals, and in consideration of the mutual covenants, agreements, understandings, undertakings, representations, warranties and promises hereinafter set forth, and intending to be legally bound thereby, Employer and Employee do hereby covenant and agree as follows:

1.             DEFINITIONS .   As used in this Agreement, the words and terms hereinafter defined have the respective meanings ascribed to them, unless a different meaning clearly appears from the context:

(a)           “ Affiliate ” - means with respect to a specified Person, any other Person who or which is (i) directly or indirectly controlling, controlled by or under common control with the specified Person, or (ii) any member, director, officer or manager of the specified Person.  For purposes of this

definition only, “control”, “controlling” and “controlled” mean the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting power of the stockholders, members or owners and, with respect to any individual, partnership, trust or other entity or association, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity.  For purposes hereof, “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other entity of whatever nature.

(b)           “ Anniversary ” - means each anniversary date of the Effective Date during the Term (as defined in Section 5 hereof).

(c)           “ Cause ” - means

(i)           Employee’s inability or failure to secure and/or maintain any licenses or permits required by government agencies with jurisdiction over the business of Employer or its Affiliate;

(ii)           the willful destruction by Employee of the property of Employer or its Affiliate having a material value to Employer or such Affiliate;

(iii)           fraud, embezzlement, theft, or dishonest activity committed by Employee (excluding acts involving a de minimis dollar value and not related in any manner whatsoever to Employer or its Affiliate or their business);

(iv)           Employee’s conviction of or entering a plea of guilty or nolo contendere to any crime constituting a felony or any misdemeanor involving fraud, dishonesty or moral turpitude (excluding acts involving a de minimis dollar value and not related in any manner whatsoever to Employer or its Affiliate of their business);

(v)           Employee’s breach of this Agreement;

(vi)           Employee’s neglect, refusal, or failure to discharge Employee’s duties (other than due to physical or mental illness) commensurate with Employee’s title and function, or Employee’s failure to comply with the lawful directions of Employer;

(vii)           Employee’s failure or refusal to perform Employee’s duties within the expectations of Employer or its Affiliate;

(viii)           a knowing material misrepresentation to Employer;

(ix)           a willful failure to follow a material policy or procedure of Employer or its Affiliate;

(x)           Employee’s material violation of a statute, regulation or common law, whether federal, state or local, which applies to and/or governs the business of Employer or its Affiliate;

(xi)           Employee’s material breach of a statutory or common law duty of loyalty or fiduciary duty to Employer or its Affiliate including but not limited to Employer’s conflict of interest policy; or

(xii)           conduct by Employee which adversely and materially reflects upon the business, affairs or reputation of Employer and its affiliate,

provided , however , that Employee’s complete disability due to illness or accident or any other mental or physical incapacity shall not constitute “Cause” as defined herein.

(d)           “ Change of Control ” - means the occurrence, after the Effective Date, of any of the following events:

(i)           any "Person" or "Group" (as such terms are defined in Section 13(d) of the Securities Exchange Act of 1934 (the " Exchange Act ") and the rules and regulations promulgated thereunder), excluding any Excluded Stockholder, is or becomes the "Beneficial Owner" (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Wynn Resorts, Limited (“ WRL ”), or of any entity resulting from a merger or consolidation involving WRL, representing more than fifty percent (50%) of the combined voting power of the then outstanding securities of WRL or such entity;

(ii)           the individuals who, as of the Effective Date,  are members of WRL’s Board of Directors (the " Existing Directors ") cease, for any reason, to constitute more than fifty percent (50%) of the number of authorized directors of WRL as determined in the manner prescribed in WRL’s Articles of Incorporation and Bylaws; provided , however , that if the election, or nomination for election, by WRL's stockholders of any new director was approved by a vote of at least fifty percent (50%) of the Existing Directors, such new director shall be considered an Existing Director;

provided further , however , that no individual shall be considered an Existing Director if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies by or on behalf of anyone other than the Board (a " Proxy Contest "), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(iii)           the consummation of (x) a merger, consolidation or reorganization to which WRL is a party, whether or not WRL is the Person surviving or resulting therefrom, or (y) a sale, assignment, lease, conveyance or other disposition of all or substantially all of the assets of WRL, in one transaction or a series of related transactions, to any Person other than WRL, where any such transaction or series of related transactions as is referred to in clause (x) or clause (y) above in this subsection (iii) (singly or collectively, a " Transaction ") does not otherwise result in a "Change in Control" pursuant to subsection (i) of this definition of "Change in Control"; provided , however , that no such Transaction shall constitute a "Change in Control" under this subsection (iii) if the Persons who were the stockholders of WRL immediately before the consummation of such Transaction are the Beneficial Owners, immediately following the consummation of such Transaction, of fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Person surviving or resulting from any merger, consolidation or reorganization referred to in clause (x) above in this subsection (iii) or the Person to whom the assets of WRL are sold, assigned, leased, conveyed or disposed of in any transaction or series of related transactions referred in clause (y) above in this subsection (iii), in substantially the same proportions in which such Beneficial Owners held voting stock in WRL immediately before such Transaction.

For purposes of the foregoing definition of “Change in Control,” the term “Excluded Stockholder” means Stephen A. Wynn, Elaine P. Wynn, and their respective spouses, siblings, children, grandchildren or great grandchildren, any trust primarily for the benefit of the foregoing persons, or any Affiliate of any of the foregoing persons.

 (e)           “ Complete Disability ” - means the inability of Employee, due to illness or accident or other mental or physical incapacity, to perform Employee’s obligations under this Agreement for a period as defined by Employer’s local disability plan or plans.

(f)           “ Confidential Information ” - means any information that is possessed or developed by or for Employer or its Affiliate and which relates to the Employer’s or Affiliate’s existing or potential business or technology, which is not generally known to the public or to persons engaged in business similar to that conducted or contemplated by Employer or Affiliate, or which Employer or Affiliate seeks to protect from disclosure to its existing or potential competitors or others, and includes without limitation know how, business and technical plans, strategies, existing and proposed bids, costs, technical developments, purchasing history, existing and proposed research projects, copyrights, inventions, patents, intellectual property, data, process, process parameters, methods, practices, products, product design information, research and development data, financial records, operational manuals, pricing and price lists, computer programs and information stored or developed for use in or with computers, customer information, customer lists, supplier lists, marketing plans, financial information, financial or business projections, and all other compilations of information which relate to the business of Employer or Affiliate, and any other proprietary material of Employer or Affiliate, which have not been released to the general public.  Confidential Information also includes information received by Employer or any of its Affiliates from others that the Employer or Affiliate has an obligation to treat as confidential.

(g)           “ Effective Date ”   – April 20, 2009.

(h)           “ Good Reason ” - means the occurrence, on or after the occurrence of a Change in Control, of any of the following (except with Employee’s written consent or resulting from an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by Employer or its Affiliate promptly after receipt of notice thereof from Employee):

(i)           Employer or an Affiliate reduces Employee’s Base Salary (as defined in Subsection 8(a) below);

(ii)           Employer discontinues its bonus plan in which Employee participates as in effect immediately before the Change in Control without immediately replacing such bonus plan with a plan that is the substantial economic equivalent of such bonus plan, or amends such bonus plan so as to materially reduce Employee’s potential bonus at any given level of economic performance of Employer or its successor entity;

(iii)           Employer materially reduces the aggregate benefits and perquisites to Employee from those being provided immediately before the Change in Control;

 (iv)           Employer or any of its Affiliates reduces Employee’s responsibilities or directs Employee to report to a person of lower rank or responsibilities than the person to whom Employee reported immediately before the Change in Control; or

(v)           the successor to Employer fails or refuses expressly to assume in writing the obligations of Employer under this Agreement.

(g)         ” Original Hire Date ” – means April 5, 1993.

(i)          ” Separation Payment ” - means a lump sum equal to (A) one year of Employee’s Base Salary (as defined in Subsection 8(a) of this Agreement) plus (B) the bonus (specifically excluding any special or one time bonus) that was paid to Employee under Subparagraph 7(b) for the preceding annual bonus period, plus (C) any accrued but unpaid vacation pay plus (D) any Gross-Up Payment required by Exhibit B to this Agreement, which is incorporated herein by reference, said sum to be paid out over twelve (12) months in such weekly, bi-weekly or semi-monthly installments as shall be convenient to Employer.

(j)           “ Trade Secrets ” - means unpublished inventions or works of authorship, as well as all information possessed by or developed by or for Employer or its Affiliate, including without limitation any formula, pattern, compilation, program device, method, technique, product, system, process, design, prototype, procedure, computer programming or code that (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by the public or other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable to maintain its secrecy.

(k)             “ Work of Authorship ” - means any computer program, code or system as well as any literary, pictorial, sculptural, graphic or audio visual work, whether published or unpublished, and whether copyrightable or not, in whatever form and jointly with others that (i) relates to any of Employer’s or its Affiliate’s existing or potential products, practices, processes, formulations, manufacturing, engineering, research, equipment, applications or other business or technical activities or investigations; or  (ii) relates to ideas, work or investigations conceived or carried on by Employer or its Affiliate or by Employee in connection with or because of performing services for Employer or its Affiliate.

2.             BASIC EMPLOYMENT AGREEMENT .   Subject to the terms and pursuant to the conditions hereinafter set forth, Employer hereby employs Employee during the Term hereinafter specified to serve in a capacity, under a title, and with such duties not inconsistent with those set forth in Section 3 of this Agreement, as the same may be modified and/or assigned to Employee by Employer from time to time; provided, however,

that no change in Employee’s duties shall be permitted if it would result in a material reduction in the level of Employee’s duties as in effect prior to the change, it being understood, however, that a change in Employee’s reporting responsibilities is not, itself, a basis for finding a material reduction in the level of duties.

3.             DUTIES OF EMPLOYEE .   Employee shall perform such duties assigned to Employee by Employer as are generally associated with the duties of Senior Vice President and Chief Financial Officer for Employer or such similar duties as may be assigned to Employee by Employer as Employer may determine.  Employee’s duties shall include, but not be limited to:  (i) the efficient and continuous operation of Employer and its Affiliates; (ii) the preparation of relevant budgets and allocation or relevant funds; (iii) the selection and delegation of duties and responsibilities of subordinates; (iv) the direction, review and oversight of all programs under Employee’s supervision; and (v) such other and further duties as may be assigned by Employer to Employee from time to time.  The foregoing notwithstanding, Employee shall devote such time to Employer or its Affiliates as may be required by Employer, provided such duties are not inconsistent with Employee’s primary duties to Employer hereunder.

4.             ACCEPTANCE OF EMPLOYMENT/ TERMINATION OF PRIOR EMPLOYMENT AGREEMENT .   Employee hereby unconditionally accepts the employment set forth hereunder, under the terms and pursuant to the conditions set forth in this Agreement.  Employee hereby covenants and agrees that, during the Term, Employee will devote the whole of Employee’s normal and customary working time and best efforts solely to the performance of Employee’s duties under this Agreement and that, except upon Employer’s prior express written authorization to that effect, Employee shall not perform any services for any casino, hotel/casino or other similar gaming or gambling operation not owned by Employer or any of Employer’s Affiliates.

As a condition to the acceptance of the employment hereunder and concurrent the execution of this Agreement, Employee agrees that as of the Effective Date and concurrent with the effectiveness of this Agreement Employee agrees to terminate the Prior Employment Agreement by executing and delivering the Termination Agreement attached hereto as Exhibit A .

5.             TERM .   Unless sooner terminated as provided in this Agreement, the term of this Agreement (the “ Term ”) shall consist of three years commencing on the Effective Date of this Agreement and terminating on the third Anniversary of the Effective Date at which time the terms of this Agreement shall expire and shall not apply to any continued employment of Employee by Employer, except for those obligations under Paragraphs 9 and 10.  Following the Term, unless the parties enter into a new written contract of employment, (a) any continued employment of Employee shall be at-will, (b) any or all of the other terms and conditions of Employee’s employment may be changed by Employer at its discretion, with or without notice, and (c) the employment relationship may be terminated at any time by either party, with or without cause or notice.

Concurrent with Employee’s resignation from Employer or upon the termination of Employee’s employment with Employer, Employee agrees to resign, and shall be deemed to have resigned, all other positions (including but not limited to board of

director memberships) that Employee may have held with Employer and any affiliates of Employer immediately prior to Employee’s resignation or termination.

6 .             SPECIAL TERMINATION PROVISIONS .   Notwithstanding the provisions of Section 5, this Agreement shall terminate upon the occurrence of any of the following events:

(a)           the death of Employee; or

(b)           the giving of written notice from Employer to Employee of the termination of this Agreement upon the Complete Disability of Employee; or

(c)           the giving of written notice by Employer to Employee of the termination of this Agreement upon the discharge of Employee for Cause (Employer’s right to terminate for Cause (as defined in Section 1(c) shall survive the expiration of this Agreement); or

 (d)           the giving of written notice by Employer to Employee of the termination of this Agreement following a disapproval of this Agreement or the denial, suspension, limitation or revocation of Employee’s License (as defined in Subsection 8(b) of this Agreement); or

(e)           the giving of written notice by Employee to Employer upon a material breach of this Agreement by Employer, which material breach remains uncured for a period of thirty (30) days after the giving of such notice.   “Material breach” under this Section 6(e) shall not be construed to include temporary suspension of the Employee from duty, pursuant to Employer’s policy, pending investigation by Employer of any incident or occurrence that could give rise to discipline or termination of employment;

(f)           at Employee’s sole election in writing as provided in Section 17 of this Agreement, after both a Change of Control and as a result of Good Reason, provided , however , that, within ten (10) calendar days after Employer’s receipt of Employee’s written election, Employer must tender the Separation Payment to Employee; or

(g)           the giving of written notice by Employer to Employee of immediate termination of this Agreement Without Cause for any reason deemed sufficient by Employer.  In the event of termination Without Cause, Employer’s sole liability to Employee shall be (i) continued payment of Employee’s Base Salary for that period of time equal to one-half the number of months remaining in the Term of this Agreement following the effective date of termination (which in no event shall be greater than twelve months or less than three months), calculated at the Base Salary rate in force on the effective date of termination, plus (ii) a monthly amount equal to one twelfth of the cash bonus amount (specifically excluding any special or one time bonus) that was paid to Employee under Subparagraph 7(b) for the preceding annual bonus period for the same period of time that the Base Salary payments are made under Section

6(g)(i).  Both the Base Salary and bonus amounts shall paid according to the usual payroll schedule in force for all employees of Employer less deductions of all applicable taxes and withholdings.  Employee shall not be entitled to payment of continued Base Salary or bonus amount unless and until Employee first executes a written release-severance agreement, prepared and presented by Employer, that fully releases Employer, Affiliates, and their officers, directors, agents and employees, from any and all claims or causes of action, whether based upon statute, contract (including without limitation breach or construction of this Agreement), or common law, that have arisen as of the date of such execution, irrespective of whether Employee has knowledge of the existence of such claim; and provides for the confidentiality of both the terms of the release-severance agreement and the compensation paid.  In the event Employee fails or refuses to execute such release-severance agreement, Employer shall have no further obligation to Employee other than payment of all accrued but unpaid Base Salary through the date Employee last performs services for Employer and vacation pay accrued but unpaid and expenses incurred but not reimbursed through the termination date; specifically, in such event, Employee shall not be entitled to any benefits pursuant to any severance plan in effect by Employer or any of its Affiliates.

In the event of a termination of this Agreement pursuant to the provisions of Subsection 6(a), (b), (c), or (d), Employer shall not be required to make any payments to Employee other than payment of Base Salary and vacation pay accrued but unpaid and expenses incurred but not reimbursed through the termination date; specifically, in such event, Employee shall not be entitled to any benefits pursuant to any severance plan in effect by Employer or any of its Affiliates.

It is expressly acknowledged and agreed that the decision as to whether “Cause” exists for termination of the employment relationship by Employer is delegated to the Employer’s President.  If Employee disagrees with the decision reached by Employer’s President, any dispute as to the “Cause” determination will be limited to whether Employer’s President reached his/her decision in good faith, based upon facts reasonably believed by Employer’s President to be true, and not for any arbitrary, capricious or illegal reason,.  This shall be the standard applied by any fact finder, and Employee shall bear the burden to prove that “Cause,” under this standard, did not exist.

7.             COMPENSATION TO EMPLOYEE .   For and in complete consideration of Employee's full and faithful performance of Employee’s duties under this Agreement, Employer hereby covenants and agrees to pay to Employee, and Employee hereby covenants and agrees to accept from Employer, the following items of compensation:

(a)            Base Salary .   Employer hereby covenants and agrees to pay to Employee, and Employee hereby covenants and agrees to accept from Employer, a base salary at the rate of Four Hundred Thousand Dollars and No Cents ($400,000.00) per annum, payable in such installments as shall be convenient to Employer (the “ Base Salary” ).  Employee shall be subject to performance reviews and the Base Salary may be increased but not decreased as a result of any such review.  Such

Base Salary shall be exclusive of and in addition to any other ben