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                                                                  EXHIBIT 10.24

                                 August 2, 1999

Mark E. Brown
9049 Waterfield Court
Las Vegas, NV  89134

RE:      LONG-TERM STAY-ON PERFORMANCE INCENTIVE PAYMENT.

Dear Mark:

     This letter (the "AGREEMENT") sets forth the terms and conditions pursuant
to which Station Casinos, Inc. (the "COMPANY") has decided to award you a
Long-Term Stay-On Performance Incentive Payment (the "LTSO Payment").

1.   PURPOSE. The purpose of the LTSO Payment is to advance the interests of the
     Company by providing you with a cash incentive to remain with the Company
     through August 2, 2006.

2.   AMOUNT. Subject to the conditions contained herein, the Company will
     provide you with a LTSO Payment in the amount of $500,000 as follows:

     (a)  On August 2, 2003 (the "FIRST AWARD DATE"), you will be paid one-half
          of the LTSO Payment, minus the deductions required by law, provided
          that you have remained continuously employed by the Company from
          August 2,1999 through August 1, 2003. In the event that your
          employment or service with the Company is terminated for any reason,
          including, but not limited to, your death, disability, resignation or
          retirement, at any time before the First Award Date, you will forfeit
          any and all eligibility for payments pursuant to this Agreement.

     (b)  On August 2, 2006 (the "SECOND AWARD DATE"), you will be paid the
          second half of the LTSO Payment, minus the deductions required by law,
          provided that you have remained continuously employed by the Company
          from August 2, 1999 through August 1, 2006. In the event that your
          employment or service with the Company is terminated for any reason,
          including, but not limited to, your death, disability, resignation or
          retirement, at any time after the First Award Date but before the
          Second Award Date, you will forfeit any and all eligibility for
          remaining payments pursuant to this Agreement.


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Long-Term Stay-On Performance Plan
August 2, 1999
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3.   EMPLOYMENT AGREEMENT. The LTSO Payment is conditioned upon your signing an
     employment agreement with the Company, which shall be dated as of August 2,
     1999 (the "EMPLOYMENT AGREEMENT"). If prior to the First Award Date or the
     Second Award Date, you breach any term of the Employment Agreement, you
     will forfeit any and all rights to any and all payments under this
     Agreement as of the date of such breach.

4.   RIGHT TO CONTINUED EMPLOYMENT OR SERVICE. Nothing in this Agreement shall
     confer on you any right to continue in the employ of or service to the
     Company or, except as may otherwise be limited by a written agreement
     between the Company and you, in any way affect the Company's right to
     terminate your employment or service without prior notice at any time for
     any or no reason.

5.   CONFIDENTIALITY. As a condition of your receipt of the LTSO Payment, you
     agree that you will not disclose the contents of this Agreement, including
     the amount of the LTSO Payment, to anyone except your immediate family,
     accountant or attorney without the prior written consent of the Company. If
     you breach this obligation, you will forfeit any and all rights to any and
     all payments under this Agreement.

6.   GOVERNING LAW. The validity, construction, interpretation and effect of
     this Agreement shall exclusively be governed by and determined in
     accordance with the law of the State of Nevada (without reference to the
     principles of conflict of laws thereof), except to the extent preempted by
     federal law, which shall govern to that extent.

7.   ASSIGNABILITY; BINDING NATURE. This Agreement shall be binding upon and
     inure to the benefit of the parties hereto and their respective successors,
     heirs and assigns; provided, however, that none of your rights or
     obligations under this Agreement may be assigned or transferred by you,
     other than rights to compensation and benefits hereunder, which may be
     transferred only by will or operation of law and subject to the limitations
     of this Agreement.

                                       STATION CASINOS, INC.,
                                       A Nevada corporation

                                       By: /s/ GLENN C. CHRISTENSON
                                           ---------------------------
                                           Glenn C. Christenson
                                           Executive Vice President
                                           Chief Financial Officer
                                           Chief Administrative Officer

By signing below, you hereby acknowledge and agree to all of the foregoing terms
and conditions of this Agreement.

AGREED TO AND ACCEPTED BY:

/s/ MARK E. BROWN
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Mark E. Brown