AMENDED AND RESTATED CHARTER OF THE
AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF
WYNN RESORTS, LIMITED
ADOPTED AS OF
APRIL 1, 2004

ARTICLE I

FORMATION

The Board of Directors of Wynn Resorts, Limited (the "Corporation") has established the Audit Committee pursuant to Section 78.125 of the Nevada Revised Statutes and Article III, Section 3.15(c) of the Corporation's Bylaws.

ARTICLE II

COMPOSITION

The Audit Committee shall be comprised of not less than three members of the Corporation's Board of Directors. Subject to the foregoing, the exact number of members of the Audit Committee shall be fixed and may be changed from time to time by resolution duly adopted by the Board of Directors. The qualifications of the Audit Committee membership shall be as follows:

ARTICLE III

FUNCTIONS

The independent auditors engaged by the Corporation at the Audit Committee's direction to audit the Corporation's financial statements shall be accountable ultimately to the Corporation's Board of Directors and the Audit Committee, as representatives of the Corporation's stockholders.

The Audit Committee shall have the authority to retain, terminate and replace the Corporation's independent auditors and shall receive funding from the Corporation for the purposes of retaining the Corporation's independent auditors and any special legal counsel, accounting or other consultants that the Audit Committee deems necessary to advise it in carrying out its duties.

The Audit Committee shall:

A. Independent Auditors

B. Financial Statements

C. Internal Accounting

D. Management Conduct Policies

E. Other Duties

ARTICLE IV

PROCEDURES

The Audit Committee shall keep regular minutes of its meetings. Meetings and actions of the Audit Committee shall be governed by, and held and taken in accordance with, the provisions of the Corporation's Bylaws, with such changes in the context of those Bylaws as are necessary to substitute the Audit Committee, the Chairman of the Audit Committee and its members for the Board of Directors, the Chairman of the Board and its members. Regular meetings of the Audit Committee may be held at such time and such place as the Audit Committee determines from time to time.