AMENDMENT NO. 1 TO THE MGM MIRAGE DEFERRED COMPENSATION PLAN II

Exhibit 10.1

AMENDMENT NO. 1
TO THE MGM MIRAGE
DEFERRED COMPENSATION PLAN II

     WHEREAS, Section 11.2 of the MGM MIRAGE Deferred Compensation 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 approved and authorized 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 3.6 of the Plan shall be amended to add the following sentence at the end thereof:

     Notwithstanding anything herein to the contrary, no Ann