REPORT OF AUDIT COMMITTEE

Our role is to assist the Board of Directors in its oversight of the Company’s financial reporting process. The Company’s management is responsible for the preparation, presentation and integrity of our financial statements, and for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for auditing our financial statements and expressing an opinion as to their conformity with generally accepted accounting principles in the United States of America.

We have reviewed and discussed with management the Company’s audited financial statements as of and for the year ended December 31, 2003. We have discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees , as amended, by the Auditing Standards Board of the American Institute of Certified Public Accountants. We have received the written disclosures and the letter from the independent auditors required by Independence Standard No. 1, Independence Discussions with Audit Committees , as amended, by the Independence Standards Board, and have discussed with the independent auditors their firm’s independence. Based on the review and discussion referred to above, we recommended to the Board of Directors that the financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 for filing with the Securities and Exchange Commission.

Audit Committee Stanley R. Zax, Chairman Alvin V. Shoemaker John A. Moran

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REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is composed entirely of non-management directors and is responsible for approving the compensation of the Company’s Chief Executive Officer, reviewing the compensation of other executive officers, including the executive officers named in the Summary Compensation Table, and approving stock awards, including stock options and restricted stock, for each executive officer. During the 2003 fiscal year, the Compensation Committee met on four occasions. The Chief Executive Officer and a majority of the executive officers were subject to employment agreements that were effective prior to the 2003 fiscal year; accordingly, other than with respect to Mr. Kramer’s compensation, the Compensation Committee did not determine the base compensation paid to the Company’s Chief Executive Officer or such other executive officers during the 2003 fiscal year. The Compensation Committee did make stock option and restricted stock grants as well as discretionary bonus awards to executive officers during the 2003 fiscal year. This report is provided by the Compensation Committee to assist stockholders in understanding the objectives and guidelines the Compensation Committee considers in establishing the compensation of executive officers.

Compensation of Executive Officers

During the 2003 fiscal year, all of the members of the Company’s senior management were bound by employment agreements. Most of those employment agreements were negotiated and executed prior to the formation of the Compensation Committee in October 2002. Employment agreements for certain members of senior management that were entered into during 2003 were approved by the Compensation Committee. All of the Company’s outstanding employment agreements with executive officers have terms that generally range from three to five years, and set minimum compensation for salary, bonuses and stock option grants. As part of its strategy to attract and retain high quality executive employees, the Compensation Committee’s policy is to pay executives base salaries that are competitive with salaries paid by other gaming, hospitality and development-stage companies, with the Company’s salaries being at or near the high end of the range. During 2003, the Compensation Committee engaged the services of a nationally recognized human resources consulting firm, which delivered to the Compensation Committee a report outlining compensation ranges for similarly situated executives, including salaries, bonuses and stock option grants.

Annual Incentives

The Compensation Committee intends to develop programs that will tie executive incentive compensation to the performance of the Company. With the exception of Mr. Rubinstein’s bonus, annual incentive awards for the year 2003 were defined by the terms of each of the executives’ employment contract and were not determined by the Compensation Committee. However, the Compensation Committee did award stock options, restricted stock and discretionary bonuses to certain executive officers during the 2003 fiscal year. In 2004, the Compensation Committee recommended for approval to the Board of Directors the adoption of a Wynn Resorts, Limited Annual Performance Based Incentive Plan for Executive Officers, for which your approval is sought under this Proxy Statement.

Long-Term Incentives

The Company has adopted a stock incentive plan designed to provide stock-based incentives to its officers. The Compensation Committee specifically approves all awards of stock options and restricted stock granted by the Company. The Compensation Committee may also use grants under the stock incentive plan to attract qualified individuals to work for the Company. The number of options to be granted to each executive officer will be based on the individual executive’s performance, tenure and future potential. During the year ended December 31, 2003, the Company granted stock option awards to officers with four-year vesting schedules and restricted shares with a 26-month vesting schedule.

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Executive Compensation Program Philosophy and Objectives

The Compensation Committee’s primary objectives in setting compensation policies are to develop a program designed to retain the current management team, reward them for outstanding performance, and attract those individuals needed to implement the Company’s strategy.

2003 Compensation for the Chief Executive Officer

Stephen A. Wynn, our Chairman of the Board and Chief Executive Officer, and the Company entered into a five-year employment agreement prior to the establishment of the Compensation Committee. That agreement became effective on October 25, 2002, after the successful completion of the Company’s initial public offering, and provides for an annual base salary of $1,250,000 for the first year under the agreement and increases of $500,000 for each subsequent year, up to a maximum of $2,750,000 for each of the last two years of that agreement. During 2003, Mr. Wynn received $1,326,923 in base salary in accordance with the terms of his employment agreement. Mr. Wynn received no additional monetary or stock based incentive compensation in 2003. To the extent not already defined in Mr. Wynn’s employment agreement, the Committee intends to use the same philosophy generally described above to determine compensation for Mr. Wynn.

Limitation of Tax Deduction for Executive Compensation

Internal Revenue Code Section 162(m) prevents publicly traded companies from receiving a tax deduction on certain compensation paid to proxy-named executive officers in excess of $1,000,000 in any taxable year. The Compensation Committee does not believe that there will be any non-deductible compensation in 2003 based upon allowances provided under the provisions of Section 162(m). The Compensation Committee’s policy with respect to qualifying compensation paid to its executive officers for tax deductibility purposes is that executive compensation plans will generally be designed and implemented to maximize tax deductibility. However, non-deductible compensation may still be paid to executive officers when necessary for competitive reasons or to attract or retain a key executive, or where achieving maximum tax deductibility would be considered disadvantageous to the best interests of the Company.

Respectfully Submitted,

Compensation Committee John A. Moran, Chairman Robert J. Miller Alvin V. Shoemaker Stanley R. Zax

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