AMENDMENT NO. 1 TO THE MGM MIRAGE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN II

Exhibit 10.2

AMENDMENT NO. 1
TO THE MGM MIRAGE
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN II

     WHEREAS, Section 11.2 of the MGM MIRAGE Supplemental Executive Retirement Plan II (the “Plan”) provides that the Plan may be amended in whole or in part by the Board of Directors of MGM MIRAGE (the “Board”), provided that no amendment or modification shall decrease or restrict the value of a Participant’s vested account balance in existence at the time of such amendment or modification; and

     WHEREAS, the Board has authorized and approved this Amendment No. 1 to the Plan (this “Amendment”).

     NOW, THEREFORE, effective as of November 4, 2008, the Plan is hereby amended as follows:

     1. Section 3.1(f) of the Plan shall be amended to add the following sentence at the end thereof:

     Notwithstanding anything herein to the contra