MGM MIRAGE FREESTANDING STOCK
APPRECIATION RIGHT AGREEMENT

This Agreement (this "Agreement") is made by and between MGM MIRAGE, a Delaware corporation (the "Company"), and (the "Participant") as of.

RECITALS

A. The Board of Directors of the Company (the "Board") has adopted the MGM MIRAGE 2005 Omnibus Incentive Plan, which provides for the granting of awards, including SARs (as that term is defined in Section 1 below) to selected employees.

B. The Board believes that the grant of SARs will stimulate the interest of selected employees in, and strengthen their desire to remain with, the Company or a Parent or Subsidiary (as those terms are hereinafter defined).

C. The Compensation Committee appointed to administer the Plan (the "Committee") has authorized the grant of an SAR to Participant pursuant to the terms of the Plan and this Agreement. Accordingly, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definitions.

1.1 "Code" means the Internal Revenue Code of 1986, as amended.

1.2 "Parent" means a parent corporation as defined in Section 424 (e) of the Code.

1.3 "SAR" means a Stock Appreciation Right that is granted independently of any Option pursuant to the Plan.

1.4 "Stock" means the Company's common stock, $.01 par value per share.

1.5 "Stock Appreciation Right" means an award pursuant to the Plan to be settled in Stock, with the number of shares to be delivered based upon the increase in value of the underlying Stock, granted in tandem with or independently of an option granted under the Plan.

1.6 "Subsidiary" means a subsidiary corporation as defined in Section 424 (f) of the Code or corporation or other entity, whether domestic or foreign, in which the Company has or obtains a proprietary interest of more than 50 percent by reason of stock ownership or otherwise.

2. Grant to Participant.

2.1 The Company hereby grants to Participant, subject to the terms and conditions of the Plan and this Agreement, an SAR with respect to an aggregate of shares of Stock. This SAR consists of the right to receive, upon exercise of the SAR (or any portion thereof), shares of Stock in an amount whose Fair Market Value (as defined in the Plan) is equal to the excess of (X) the Fair Market Value of the Stock on the date or dates upon which the Participant exercises this SAR, or any portion thereof, over (Y) the Conversion Price (as that term is hereinafter defined) of such shares. That number of shares shall be reduced by the number of shares of Stock whose Fair Market Value is equal to the amount of tax required to be withheld by the Company or a Parent or Subsidiary as a result of the grant or exercise of this SAR. No fractional shares shall be issued pursuant to this SAR.

2.2 The conversion price per share for this SAR shall be: $, the Fair Market Value on the date of grant (the "Conversion Price").

详细内容见附件